CLIENT AGREEMENT
THIS CLIENT AGREEMENT (this “Agreement”) is made as of 7/28/2023 (the “Effective Date”) by and between TIMELY TELEHEALTH, LLC, a Texas limited liability company having its principal place of business at 1315 S. Adams St., Fort Worth, Texas 76104 (“TimelyCare”), and Kentucky State University having its principal place of business at 400 E Main St, Frankfort, Kentucky 40601-2355 (the “Client”). TimelyCare and Client may hereinafter be referred to, individually, as a “Party” and collectively, as the “Parties”.
WHEREAS, TimelyCare provides access to individuals to remote telehealth consultations provided via telephone and/or video by, therapists, counselors and/or health coaches (each, a “Provider”) under contract with one or more professional entities (collectively, the “Professional Entities”) for which TimelyCare provides administrative services (as hereinafter further defined, collectively the “Telehealth Consultations,” and the services provided by TimelyCare to its clients, the “Services”);
WHEREAS, the terms and conditions of the Client Agreement between Virginia Higher Education Procurement Consortium ("VHEPC") and TimelyCare (attached hereto as Exhibit C), be deemed incorporated into and made a part of this Client Agreement. If there is any conflict between the Client Agreement and this Agreement relating to state specific laws or regulations, the terms of this Agreement shall govern; and
WHEREAS, the Client desires to retain TimelyCare to provide Services.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and conditions set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
DEFINITIONS. All capitalized terms used herein, except as otherwise defined, shall have the respective meanings ascribed to them in Exhibit A attached hereto and made a part hereof.
SERVICES. Pursuant to the terms and conditions of this Agreement, the Client and TimelyCare agree that TimelyCare shall provide the Services as more fully set forth and described in Exhibit A attached hereto and made a part hereof.
CLIENT'S OBLIGATIONS. To assist TimelyCare in providing the Services, the Client agrees to:
Provide a description of the Services to the Enrollees as approved by TimelyCare.
Cooperate with TimelyCare in implementing the Services.
Commence detailed outreach to students, as approved by TimelyCare, which will include informational material and services, such as information about the Services provided to all Enrollees.
Provide TimelyCare with SAML or oAuth2 based Single Sign On access to the platform. If SAML or oAuth2 Single Sign On (SSO) is not feasible with the Client, Client will deliver an eligibility file in TimelyCare's Eligibility Format to TimelyCare's SFTP server containing a list of eligible Enrollees sixty (60) days subsequent to the Effective Date for the initial launch of the
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