Duane Morris LLP

As a law firm with one of the most experienced healthcare practice groups in the United States, Duane Morris attorneys are witnessing the increasing influence and complexity of information technology in the delivery of healthcare by direct care providers (such as hospitals, physicians, skilled nursing facilities, pharmacies, device makers and laboratories) as well as ancillary entities (such as billing companies, vendors, insurance companies and investment funds, that provide services or financing to healthcare providers). These entities face significant challenges in protecting their data and implementing, managing, maintaining and protecting the various components of the systems they employ to do business and remain up-to-date on the laws regarding the protection of protected health information (PHI), price data, quality data and other sensitive information. The successful integration and use of technology can streamline operational systems, increase efficiencies, reduce costs and improve care. To ensure successful outcomes, however, healthcare companies must be vigilant. Technology privacy and security problems can and will occur, and the most successful companies will be those that optimally minimize their risks.

Duane Morris offers clients the joint services of its attorneys knowledgeable in both the healthcare and IT industries. Duane Morris' cadre of experienced healthcare attorneys counsel leading organizations on regulatory, business transactions and litigation matters. Duane Morris' industry-specific IT attorneys are involved in the technology industry on a daily basis and have extensive, in-depth experience with information technology agreements and data protection issues. From crafting RFPs for software and conducting HIPAA privacy and security reviews, to drafting implementation strategies and identifying security vulnerabilities, the firm's team of healthcare and IT attorneys work together to provide clients with sound legal advice to address the far-reaching implications of technology in each of their businesses and to anticipate and minimize risks related to the health system's, or ancillary business', information technology and health information.

Our healthcare/IT counseling work includes the following:

• IT Systems and Procurement - Assisting clients in the procurement of IT systems and related vendor services. In advising clients in this area, we craft RFIs and RFPs, devise implementation strategies, identify risks and ensure that software development and implementation contracts are in sync with our clients' needs.

• Licensing and Negotiations - Advising clients on licensing agreements, joint ventures, contract negotiations and other business legal issues related to technology acquisition and implementation, including advising on contracts with software vendors, managed services providers, outsourcing and hosting companies, payers, healthcare clearinghouses, third-party administrators and pharmacy management companies. Our IT attorneys have reviewed or negotiated software license agreements and hardware procurement contracts with more than 300 different software and hardware vendors, including many of the top vendors in the healthcare industry.

• E-Commerce - Advising clients with issues regarding web-based applications such as e-payment systems, including setting up website terms of use and privacy policies and advising generally on website structure, linking issues and other content-related issues and concerns.

• HIPAA/Privacy Compliance - Ensuring that electronic medical records (EMR), or electronic health records (EHR) systems and other IT systems (e.g., electronic prescribing, virtual medicine) comply with applicable privacy laws (e.g., HIPAA, Gramm-Leach-Bliley Act, Children's Online Privacy Act) and responding to potential broad-based and individual compliance concerns, particularly as HIPAA enforcement is intensified through corrective action plans, resolution agreements and financial penalties. We also counsel clients on e-records, data mining and analysis, records retention, maintenance and conversion.

• IT and Healthcare Fraud and Abuse and Self-Referral - Counseling clients regarding the provision of hardware, software or other information technology to physicians, other healthcare professionals, pharmacists and pharmacies to ensure compliance with the federal anti-kickback and physician self-referral statutes and regulations.

• Security Breaches and Compliance - Handling security breaches and inadvertent loss of data. Given the sensitivity of healthcare information, our attorneys conduct technology security audits as well as develop security policies and procedures and compliance programs.

• Foreign Privacy Laws - Advising on procurement, project development, licensing, risk management, compliance, privacy and other legal issues related to projects that are subject to the laws of foreign jurisdictions, such as Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).

• Corporate Structure and Finance - Advising on corporate structure and finance issues and identifying and negotiating joint venture arrangements with intellectual property issues for start-up companies or strategic alliances regarding new technology in the healthcare industry.

• Patient Safety Procedures and Reporting - Advising on establishing patient safety organizations and reporting procedures for providers under the Patient Safety and Quality Improvement Act.

• FTC Red Flags Rules on Identify Theft Protection Programs - Assisting hospitals and other providers with developing and implementing identity theft protection programs in compliance with the Federal Trade Commission's "Red Flags" rules.

Many healthcare providers are only beginning to understand the scope of their healthcare IT legal needs. To help gauge how Duane Morris can help, please consider the following:

• Are your IT personnel getting value out of the RFP process by being able to ask the right risk assessment questions to vendors that are participating in the process?

• After spending millions of dollars on a specific application, do the software application and maintenance agreements include contractual obligations on the part of the vendor for the vendor or a third party to support the purchased software for an adequate period of time without your organization having to incur additional costs for unexpected upgrade requirements?

• Do your agreements sufficiently hold the third-party vendor responsible for the type of damages your organization needs to recover should a software implementation fail or a security leak of personal or protected health information occur?

• Has your organization developed a clear policy for employee and third-party vendor use of technology so that privacy and security breaches and inadvertent loss of sensitive data do not occur?

Duane Morris can assist you with these and any other of your IT needs.

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

• Committed to strategically increasing our diversity levels, which is currently at 10 percent.
• Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
• Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.