Stereotaxis
    Print Page  Close Window
S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
Entire Document
 << Previous Page | Next Page >>
<PAGE>

by the arbitrators may be entered, registered or filed for enforcement purposes
in any court having jurisdiction thereof.

     31. GOVERNMENT ACCESS CLAUSE. Until the expiration of four (4) years after
the furnishing of any services under this Agreement, the parties shall make
available upon written request of the Secretary of Health and Human Services,
the Comptroller General, or any of their duly authorized representatives, this
Agreement and the books, documents and records of the each of the parties that
are necessary to certify the nature and extent of costs incurred under this
Agreement or any agreements that Stereotaxis enters into with customers for the
sale, installation and servicing of the Stereotaxis Products. This clause shall
apply if, and solely to the extent that, Section 1861(V)(1)(I) of the Social
Security Act applies to this Agreement or any agreements that Stereotaxis
enters into with customers for the sale, installation and servicing of the
Stereotaxis Products.

     32. DEBARMENT CERTIFICATION. The parties each represent that (i) neither it
nor any of its employees or agents has been debarred, excluded or suspended
from, or otherwise determined to be ineligible to participate in, Medicare,
Medicaid or any other federal or state health care programs, nor is it or any of
its employees or agents the subject of any inquiry or investigation regarding
participation in such programs which could reasonably lead to suspension,
debarment or exclusion from, or ineligibility to participate in, such programs,
(ii) neither it nor any of its employees or agents has ever been convicted of a
criminal offense related to the provision of health care items or services, and
(iii) it shall not knowingly employ or contract with, with or without
compensation, any individual or entity listed by a federal agency as debarred.
The parties hereby agree to promptly notify the other party of any threatened,
proposed, or actual exclusion from Medicare, Medicaid or any federal or state
health care programs. In the event that a party or any of its employees or
agents is debarred, excluded or suspended from, or otherwise determined to be
ineligible to participate in, Medicare, Medicaid or any federal or state health
care programs during the term of this Agreement, or if at any time after the
Effective Date, it is determined that a party is in breach of this Section 32,
this Agreement shall, at the option of the other party as of the effective date
of such debarment, exclusion, suspension or breach, terminate.

     33. HIPAA. Without limiting the obligations of either party as otherwise
set forth in this Agreement or imposed by applicable law, the parties agree and
acknowledge that they shall comply with all applicable requirements of the
Health Insurance Portability and Accountability Act ("HIPAA"). Without limiting
the generality of the foregoing, the parties represent and warrant that they
will appropriately safeguard protected health information ("PHI") of their 
respective customers that is made available to or obtained by the parties
pursuant to this Agreement or otherwise in the course of performing services
hereunder, and that they shall each indemnify and hold the other party harmless
from any and all claims, liabilities, damages, suits, causes of action,
judgments, penalties, fines, costs and expenses arising from or related to that
party's breach of the foregoing. The parties agree that this Agreement shall be
amended from time to time if, and to the extent required by, the provisions of
HIPAA and regulations promulgated thereunder, in order to assure that this
Agreement is compliant therewith.

     Specifically, each of the parties agrees that it shall:

     (a) not use or further disclose PHI other than as permitted or required by
this Agreement or as required by law; 

     (b) use appropriate safeguards to prevent use or disclosure of PHI other
than as provided for by this Agreement; 

     (c) report to the other party and customer any use or disclosure of PHI of
such customer not provided for by this Agreement of which a party becomes aware;

     (d) ensure that any approved subcontractors who may have access to PHI
agree to the same restrictions and conditions that apply to the parties with
respect to PHI;


                                       10

 << Previous Page | Next Page >>