Transcript
Nicole Campbell (00:01) sorry, back to backs. Okay, Joe is in the waiting room. I don’t think I knew. So I’m going to let him in. Sure. Okay, great.
Nicole Campbell (00:18) Hi, Joe. Oh, I think you’re on mute.
Joe Womick (00:25) There we go. It happens all the time still.
Deanna Cook (00:29) Well, zoom doesn’t.
Nicole Campbell (00:31) help us to like they automatically mute you coming into the meeting. So I feel like zoom sets us up for failure now.
Joe Womick (00:37) Yeah. And I use teams? Oh.
Nicole Campbell (00:40) Yeah. Well, so nice to meet you. My name is Nicole. I’m an enterprise leader here at medallion. I’ve also brought Deanna, a member of our legal team on to kind of like have this conversation with you. Don’t know how much Anu has kind of like read you into what she’s hoping to solve here, but we just have one piece left of this conversation before we kind of move forward with the contract. So figured it’s easier to kind of get us all together live than to go back and forth. So we’d love to know kind of what, you know, about the situation, how much I need to give a download and then hopefully we can resolve this together today.
Joe Womick (01:17) Yeah, for sure. Anu did stop by. She gave me the very kind of high level summary about the baa… you know, just between you and, I let her know. Well, I mean it is just credentialing. I don’t think we’re going to be giving them any phi. So I guess I can kind of see why maybe there isn’t the need for a baa here. But what Anu explained to me, and I guess I do understand this to some degree. Is that what she’s really worried about is incidentals that I understand there’s some recording feature that there may be through… medallion services. And what she’s worried about is kind of administrative difficulty and telling our people which vendors have baas, which don’t and trying to make sure that when they’re on a call and they’re trying to go through maybe a credentialing issue and they’re sharing their screen that there is no phi there. And just kind of dealing with that administrative difficulty. Is I think where she’s coming from? And so she wants a baa in place just in the event that there are those incidental disclosures. We don’t have any plans on uploading any phi to the software, but she wants it there for those kind of protective reasons in the unlikely event that there is some disclosure.
Deanna Cook (02:28) Yeah. I guess from our standpoint, you know, I really view a baa as being needed only when the phi is being disclosed for the purpose of supporting the services. And here, like we really do not use phi for performing the services. In the years that we’ve been operating. We’ve never accepted phi and it’s never been an issue and we do not sign baas mostly because like our work because we don’t ingest phi, we are not set up in a hipaa compliant way. So we’re not able to sign baas and take on all that regulatory obligation of a business associate when we do not need phi to perform the services. Also typically baas do include, you know, financial obligations, like indemnification obligations, or, you know, costs for mitigation, like notification, all of those things that we don’t typically agree to take on because we are not, you know, we do not need phi to perform the services. So, I hear her concern of being worried about sort of inadvertent disclosures. And maybe there are some ways that we can help mitigate that. I think Nicole mentioned that it would be possible for us to disable our recording feature during meetings so that in the event some phi was inadvertently disclosed by your team, it would not be recorded. And I’m wondering if maybe Nicole, another thing could be like also at the beginning of meetings, you know, whoever from medallion is hosting those meetings, we could do a verbal reminder like please do not disclose phi during these meetings to try to protect against those incidental disclosures. But apart from that, I mean, we just are really not able to sign a baa because we cannot proactively take on all the obligations that hipaa imposes when we do not accept phi, and we’re not set up to protect it.
Joe Womick (04:18) Yeah. And like I said, just, you know, fully transparent here between you and I, when I had the conversation with Anu and I was playing dev’s advocate, I was like, I’m sure that they’re going to tell me that they don’t have the requisite infrastructure. So I understand all of that. And I’ll talk with Anu and see if we can get everyone on the same page. But the one other thing that she wanted me to address in this meeting, and maybe this is as between you and Anu, Nicole, I’m not sure to what extent you’ve already. She hasn’t really filled me in completely but it’s the termination provisions. She wants some ability and we can, you know, maybe structure this so that it’s not as loose as just a pure termination for convenience, right? Maybe there’s a probationary period or something where she’s learning the system and seeing, if it fits well with our organization and particularly as it rates this.
Nicole Campbell (05:16) Hi issue.
Joe Womick (05:18) Of, are we going to have to put additional measures in place? How is it going to work? So that’s one other thing you wanted me to talk on this call of what sort of flexibility there was. I know she mentioned there was an SLA, it’s a pretty loose SLA, that I don’t know, you know, to what degree that would ever be violated. It’s it’s a pretty easy SLA to meet. So, I think she wanted me to discuss with you what availability or capacity there is for some termination for convenience rights? Yeah.
Nicole Campbell (05:46) I don’t want to talk out of turn for Deanna, but I, I’m will be confident saying we don’t include termination for convenience inside of our contract. We did adjust the SLA to make it more. There’s a couple things we did in terms of the SLA, the, in terms of the performance piece, like the con, either consumption credit or if we miss two times in a 12 month period which is like much more stringent than our original like terms that we sent over. The customer has right to terminate up to 60 days written notice to medallion. So we have a termination based off of, our activities with the team. And we actually also made it tighter already than what we initially came to the team with. And Deanna, maybe you can talk about the adjustments we made, but we wouldn’t be able to include in a termination for convenience clause. Yeah.
Deanna Cook (06:37) And that’s really because our pricing is really set up on, you know, the assumption that there’s going to be a set term for those services. And so we can’t go through implementation and incur all those costs and then have someone term really early on in the term apart from, you know, material breach, right? Which you already, you always have a right to term for material breach. So it’s you know, that’s really the reasoning behind it. I think we have tried to be flexible in terms of adjusting those SLA termination rights and credits, to try to meet you guys part way, but we, yeah, we just cannot do a termination for convenience apart from that. Okay?
Joe Womick (07:20) I reviewed your initial like term sheet and the msa and I told anew that the SLA that is kind of your, you know, hyperlinked and your hyperlinked version didn’t match the SLA that she described. It sounds like you guys have maybe done some back and forth on that already, but I haven’t seen it. Doesn’t has anew already had the latest version. Yeah, she.
Nicole Campbell (07:39) Does have it. And Joe, we didn’t have your email during that time, so I can make sure to forward it over to you the updated contract and the updated msa that we’ve made adjustments this week on. Yeah.
Joe Womick (07:50) So don’t worry about it. I’ll ask anew for it. She probably does.
Joe Womick (07:54) I had forgotten to send it my way. So that helps I’ll take back what you’ve conveyed to anew. Obviously, she has to make the ultimate decision. I thought she was going to join this call but I.
Nicole Campbell (08:06) think she’s on a customer reference call with our customer currently. So yeah, she’s talking to one of our customers right now, I believe. Yeah. Okay. Well.
Joe Womick (08:16) Hence why she’s not here, but I’ll as soon as she gets off that customer reference call, I’ll just kind of debrief her on our discussions and obviously, she’ll be in touch one way or another and let you guys know where she falls in both of them. Yeah.
Nicole Campbell (08:29) And we definitely want to make this partnership happen and we’ve definitely wanted to come as far as we can come. That also protects, you know, business for both sides. So hopefully she can see that, and we can move forward here.
Joe Womick (08:42) Okay. Understood. Well, like I said, I’ll reach out to new and she, I assume we’ll get back to you sometime today. Okay?
Nicole Campbell (08:47) Great. Well, so, nice to meet you, Joe. Thank you for the time today likewise.
Joe Womick (08:51) You guys have a good weekend. Bye.
Deanna Cook (08:52) Thanks you too.