CARE AUDIT END USER – MASTER SERVICES AGREEMENT

WHEREAS “Company” provides certain limited clinical and administrative services to medical practices in connection with computer-aided health risk assessments (“HRA”), annual wellness visits (“AWV”), preventive screenings and interventional recommendations (“SBIRT”), chronic care management (“CCM”), behavioral health integration (“BHI”), and remote patient monitoring (“RPM”) jointly (the “Services”). “Practice” is an individual physician or a physician group practice with a need to conduct these Services to qualified beneficiaries within its patient population. The “Practice” wishes to engage “Company” to assist in the furnishing of such services, and “Company” wishes to accept such engagement. Both entities (“The Parties”) jointly enter into this agreement.

WHEREAS, to provide such services, “Company” employs or contracts with physicians, non-physician practitioners, clinical staff, and other auxiliary personnel (collectively, “Staff”); and

WHEREAS, “Practice” is either: (i) an individual physician who is duly licensed under the applicable statutes and regulations of the State of (the “State”), to practice medicine in the State; or (ii) an entity that lawfully employs or contracts with duly licensed physicians to practice medicine under the laws of the State; and

WHEREAS, “Practice” wishes to engage “Company” on an independent contractor basis to provide the “Services” for and on behalf of “Practice” to eligible patients of “Practice” who elect to receive the “Services”, and the “Company” wishes to accept such engagement, all in accordance with the terms and conditions hereof.

Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Engagement; Duties.

1. Engagement. “Practice” engages “Company” as a provider of the “Services” for and on behalf of “Practice” to patients of “Practice”, and the “Company” accepts such engagement, all in accordance with and subject to the CMS Regulations and the terms and conditions of this Agreement. In rendering the “Services”, “Company” will provide the “Services” in a competent and professional manner, consistent with currently accepted and approved methods and standards of practice applicable to providers generally of the “Services”.
2. Performance of the “Services”. “Company” may perform some “Services” through employed and contracted Staff, telephonically, via the internet, or through other approved telemedicine communications, or in any other manner permitted by the CMS Regulations. In rendering the “Services”, “Company” will comply with “Practice’s” reasonable rules and regulations applicable to persons who provide healthcare “Services” to “Practice’s” patients and which are provided, in writing, to “Company”. As part of the “Services”, “Company” understands and agrees to:

   (i) document accurately and truthfully for reimbursement for all “Services” provided by “Company” to support the proper billing for the “Services” with the appropriate CPT code,

   (ii) promptly prepare written records and reports relating to the “Services” rendered by “Company” in a thorough, complete, and professional manner and otherwise as reasonably requested and required by “Practice”, and

   (iii) comply with all federal and State laws and regulations relating to the “Services”, including compliance with the CMS Regulations, all self-referral, fraud and abuse laws, the HIPAA Rules and HITECH Act, and State privacy laws.

   1. Time Requirements. “Company” agrees to make staff available as necessary to perform the “Services” as required by the CMS Regulations and as reasonably scheduled by “Practice”.
      1. Health Care Practice. “Company”, as an independent contractor, will have total control over the staffs’ means and methods of performing the “Services”. However, such “Services” will be provided in a manner consistent with the requirements of the CMS Regulations, general supervision of the practitioner, the terms of this Agreement, “Practice’s” reasonable policies and procedures that are provided, in writing, to “Company”, and other applicable statutes and regulations.

2. Services. “Company” shall provide to “Practice” the following limited administrative services in connection with delivering “Services” to qualified beneficiaries within its patient population:

1. Utilizing a list furnished by the “Practice”, “Company” shall determine which of “Practice’s” patients are eligible (“Eligible Patients”), and shall communicate this status through “Company” software. “Eligible Patients” are defined as patients which meet insurance eligibility requirements for reimbursement of a particular “Service” on the date the “Service” is delivered, and may be based on criteria including, but not limited to, the last date such “Service” was provided, diagnosis codes, referrals, medical necessity, etc. In determining eligibility for any “Service”, “Company” will make a best effort using commercially available mechanisms; no guarantee is made to the accuracy of “Eligible Patients”. In the case “Company” mis-identifies an “Eligible Patient” for a particular “Service”, “Practice” will not incur any fees for that “Service” per Section 4.
2. The parties acknowledge and agree that “Eligible Patients” have a choice as to whether to schedule or accept any “Services:, and nothing in Section 12 shall be read as a guaranty that any or all “Eligible Patients” will elect to receive any “Services”.
3. Company” shall prepare a report of results for each “Eligible Patient” who received “Services”. Each report shall be made available to “Practice’s” physicians through an online portal, secure (encrypted) shared folder, or compliant Electronic Health Record (EHR) system.
4. “Company” “Services” comply with all requirements publicly documented by Centers for Medicare and Medicaid Services (CMS), as well as commercial payers, who cover “Services” as a member benefit. “Company” will provide supporting documentation to assess in surviving any audit of the same conditionally covering proper documentation for delivery of “Services” alone, and not any required commitment of provider to schedule any follow up visits, consultations, or other clinical services, to make any diagnoses, and to treat or arrange for treatment for any illnesses or medical conditions that are identified or could reasonably be identified through the delivery of the “Services” or the documentation by “Company” in connection therewith.
5. When delivering computer-aided health risk assessments and preventive screenings “Services”, “Company” does not provide consultation with the patient to disseminate any result from provided “Services”, interpret any result from provided “Services”, or perform any required or optional follow-up resulting from provided “Services”.
6. “Company” shall prepare a daily summary of activity for all “Services” delivered, which may be used by the “Practice” to bill “Services” to Medicare and commercial insurance payers.

3. Practice Obligations. “Practice” shall have the following obligations in connection with the “Services” “Company” will furnish under this Agreement:

1. “Practice” shall furnish “Company” with such information as may be necessary to carry out its responsibilities, including but not limited to lists of the “Practice’s” patients with current insurance coverage to determine eligibility.
2. “Practice” is responsible for providing compliant tablets or other personal digital assistant (PDA) devices in order to deliver “Services”. Tablets and PDAs will have HIPAA compliant security restrictions or other HIPAA compliant mobile device management (MDM) software. Alternatively, “Practice” may lease compliant tablets and other hardware for a monthly fee.
3. “Practice” shall, through its physicians, to the extent required under Medicare and commercial insurance policies, rules, regulations and applicable state law governing medical practice, provide professional medical supervision when furnishing “Services” for “Practice’s” “Eligible Patients”.
4. “Practice’s” physicians shall review all “Service” reports and notifications in a commercially reasonable time, and make modifications as necessary to ensure the safe and effective care of each patient. It shall be the responsibility of “Practice” and its physicians to recommend or manage Patient care on-going independent of any “Services” report or notification.

4. Invoicing and Compensation. “Practice” will determine which party is responsible for billing “Services” in the signature block. The responsible party shall submit claims for reimbursement to Medicare and commercial payers for “Services” on a commercially reasonable timely basis. The responsible party shall observe all state and federal laws, rules and regulations, including specifically any billing or claims submission guidelines for all bills and claims for “Services”.

1. Fees are due “Company” in consideration for “Services” as defined in Section 13.
2. If “Practice” is responsible for billing “Services”, “Company” will submit an invoice to “Practice” at the beginning of each month for “Services” provided in the preceding month. Invoices shall be payable within thirty (30) days of receipt. Late payments shall be assessed such standard late payment charges or interest, within guidelines allowed by law.
3. If “Company” is responsible for billing “Services”, “Company” will submit for reimbursement using “Practice’s” tax identification number (TIN) and the appropriate overseeing provider’s NPI for each “Eligible Patient” (as directed by “Practice”). “Company” will reimburse “Practice” the net amount reimbursed after deducting fees for “Services” and a three (3%) administrative fee on total reimbursement. The reimbursement will be made within fifteen (15) days of receipt.

5. Billing, Denials, Failure to Deliver Services. To the extent CMS or a commercial payer denies payment to “Practice” for a claim solely based on eligibility of a patient for “Services” (failure of “Company” to identify and communicate an “Eligible Patient”), “Practice” shall not owe a fee for said “Service” or any administrative billing fee. “Practice” will provide “Company” with reasonable access to billing and reimbursement records to assure that fees associated with eligibility denials may be appropriately credited. Reimbursement denial due to “Practice’s” improper claim coding, incomplete supporting documentation, or delivery of specific “Service” by an unqualified practitioner are not considered a failure to identify and communicate “Eligible Patients”, and will not be eligible for fee credits.

6. Term and Termination. The term of this agreement shall be for one (1) year from the Effective Date, and shall automatically renew at the end of each term for an additional one (1) year. This agreement may be terminated at any time without cause by either Party with thirty (30) days written notice. Upon termination of this Agreement, (i) “Company” will notify the patients that have received the “Services”, as appropriate; (ii) “Company” will complete any incomplete patient records; (iii) “Company” will remain reasonably available to assist “Practice” with any outstanding and continuing matters relating to this Agreement and involving “Company” or the patients treated; and (iv) “Practice” will pay all amounts due to “Company” as provided in Exhibit C, attached hereto.

7. Patient Confidentiality and HIPAA. The parties acknowledge that the information that may be shared as between them in the carrying out of their responsibilities under this Agreement constitutes confidential patient information and protected health information (PHI) as such term is defined in the Privacy Rule and Security Rule of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as may be amended from time to time. The parties shall handle such confidential patient information and PHI in accordance with state laws governing patient privacy and HIPAA. The parties shall enter into a HIPAA Business Associate Agreement dated as of even date herewith.

8. Terms of Use. “Practice” acknowledges that “Company’s” current Terms of Use (“TOS”) govern the delivery of “Company” “Services”. A copy of the “TOS” are located at https://srlgroup.co.terms/Care-Audit, which may be updated from time to time.

9. Acknowledgment. “Practice” acknowledges it engages “Company” to provide “Services” for “Eligible Patients” only, that no other duties are assigned to “Company” by virtue of “the Parties”, and that this Agreement shall not be read to create any sort of partnership or joint venture relationship between “Company” and “Practice”. Specifically, “Practice” acknowledges and agrees that: (i) its physicians shall, at all times, remain the licensed medical professionals in charge and responsible for the clinical care of “Eligible Patients” who undergo provided “Services”; and (ii) neither “Company” nor any of its employees, agents, managers, members, or other representatives are in charge or responsible for the clinical care of the “Eligible Patients”, including but not limited to reviewing and modifying Services and reporting summaries, recommending or scheduling any follow up visits, consultations, or clinical services, making of any diagnoses, and treating or arranging for treatment for any illnesses or medical conditions that are identified or could reasonably be identified through the provided Services or the summary prepared by “Company” in connection therewith.

10. Warranty Disclaimer. “Company” provides Services “as is.” “Company” does not warranty Services and disclaims all express and implied warranties or guarantees. This includes all statutory warranties and includes, without limitation, any warranties regarding any Service, feature or result.

11. Indemnification. You hereby agree to indemnify “Company” against any losses, damages, costs, liabilities, legal expenses and other expenses incurred or suffered by us arising out of any breach by you of any provision of these Terms or arising out of any claim that you have breached any provision of these Terms.

12. Liability Limitation. You cannot recover any damages from “Company” related to your use of “Services”. This includes any indirect, direct, incidental or punitive damages. By accepting the terms of this agreement you agree and understand you will submit to mediation with “Company” should any conflict arise. You also agree and understand you will not initiate or be a party to any class action legal proceeding.

13. Provisions. The following provisions shall apply to this Agreement:

1. Construction. This Agreement shall be governed by and construed in accordance with the laws, rules and regulations of the State of New Jersey. The provisions of this Agreement shall not be construed against the draftsperson.
2. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior representations, agreements and understanding, oral or written, by or among the parties hereto with respect to the subject matter hereof.
3. Severability. In the event any provision of this Agreement is held to be unenforceable or void for any reason, the remainder of the Agreement shall be enforced and shall remain in full force and effect in accordance with its terms.
4. Amendments. This Agreement may not be amended except in a writing signed by authorized representatives of each party.
5. Assignment. In the case of acquisition or merger, either Party may assign this agreement to the acquiring or merging party with 30 days prior written notice.

14. Fee Schedule. The fee schedule attached as “Exhibit C” for shall apply to this Agreement. Fees are incurred when a “Service” is delivered, per patient, per frequency schedule as noted.

BY SIGNING THE SRL GROUP Insertion order, the parties have executed this Agreement as of the date set forth in the insertion order.

EXHIBIT A

Duties: Care Management

CHRONIC CARE MANAGEMENT (“CCM”) and REMOTE PATIENT MONITORING (RPM). “Company”, directly or through supervision of its employed or contracted Staff, will perform the following services, as well as any additional services authorized under the Care Management Regulations:

• COMPLIANCE WITH CMS for CCM and RPM REGULATIONS. “Company” will advise and assist the “Practice” (i) in identifying patients who are eligible for chronic care management services, and (ii) in complying with CMS.

• INFORMED CONSENT TO CHRONIC CARE MANAGEMENT SERVICES. “Company” will obtain and document the patient’s informed consent for the scope and cost of the chronic care management services from the “Practice”. During the consent process, the “Practice” will inform the patient of the ability to cancel the chronic care management services, obtain authorization to electronically communicate with the patient’s other treating providers.

• CARE MANAGEMENT. “Company” will help with the assessment of the patient’s medical, functional, and psychosocial needs, perform medication reconciliation with review of adherence and the patient’s medication self-management.

• CARE PLAN. “Company” will develop a comprehensive patient-centered care plan based on a physical, mental, cognitive, psychosocial, functional and environmental (re)assessment and an inventory of resources and supports; congruent with patient choices and values; provided to the patient in written or electronic form; and documented in the medical record.

• TRANSITION MANAGEMENT. “Company” will assist with the patient’s transition management between and among health care providers and settings, including referrals to other clinicians, and assisting with making follow-up appointments after a visit to the emergency department after discharges from hospitals, skilled nursing facilities, or other health care facilities. “Company” will facilitate communication of relevant patient information through electronic exchange of a summary care record with other healthcare providers regarding these transitions.

• ACCESS. “Company” will be available personally or by telecommunication to ensure patient access to the care management team.
• CONTINUITY OF CARE. The “Company” will be reasonably available (and cooperate with the “Practice”) facilitate routine appointment booking and providing reminders to facilitate successive routine appointments with Staff or with other appropriate caregivers through the “Company” or otherwise.

EXHIBIT B

Chronic Care Management and

Remote Monitoring Patient Consent Agreement

What is Chronic Care Management and Remote Monitoring (CCM and RPM), and why me?

Over two thirds of Medicare beneficiaries have chronic health conditions. Patients with multiple chronic or behavioral health conditions are at higher risk of hospitalization and health decline, and the Center for Medicare & Medicaid Services recognizes CCM and RPM as a key component to improve health and lower care costs.

What does it involve?

• A comprehensive personalized care plan that is available to you and our team at all times
• Access to care coordination and management services including:
  • Continuity of care between our office and your care coordinator
  • Scheduling preventive care services
  • Coordination of care transitions after hospitalization, ER or skilled nursing visits
  • Referrals to other health care providers, such as specialists.
  • Medication management assistance
• If eligible, free devices to monitor physiological vitals, like blood pressure, weight, glucose.
• Access to your care team 24 hours per day, 7 days per week via telephone or other non-face-to-face means, with thorough documentation of your care in certified EHR software. In the event of a medical emergency, contact 911 immediately.

Who will be involved in my CCM and RPM care?

Our office and other staff members will all participate on your team. The staff members may include physician assistants, nurse practitioners, nurses and other clinical staff. Our team will coordinate visits with other doctors, schedule laboratory and radiology studies and discuss your care with you over the phone, every month.

By signing this document, I agree to the following statements:

• I agree to enroll in chronic care management and remote monitoring services with this office as my only CCM and RPM provider. Medicare allows for only one CCM and RPM provider.
• We will bill Medicare for chronic care management and/or remote monitoring services no more than once monthly if at least 20 minutes of care was provided. I will be responsible for any applicable co-payments.
• I consent to sharing of my health information with other providers for the purposes of care coordination. Information will be shared in compliance with all applicable laws related to privacy and security.
• I can discontinue the CCM and RPM service at any time. Services will discontinue effective at the end of the calendar month. Discontinuation of services can be accomplished verbally or in writing.

The goal of CCM and RPM is to offer you the best care possible. With close monitoring, teamwork and care coordination, your team plans to prevent hospitalizations and improve your health. I have read and understand the information above. I have received satisfactory answers to my questions regarding the program. I consent to enrollment in the program.

EXHIBIT C

Fee Schedule for “Services” – As of April 16, 2020

Billed by Practice and Payable to Company:

*Per patient only where Practice is reimbursed by insurance

Billed by Company and Payable to Practice:

*Per enrolled patient only where Company is reimbursed by insurance and by the patient for Medicare cost-sharing. Where patient co-pays is not recovered, amount will be reduced by $4; where patient deductible is not recovered, the amount is reduced to $0.

EXHIBIT D

Access to Practice EHR

The collection of care plan data is a requirement of the Chronic Care Management program as outlined by CMS and the CPT codes affiliated with Chronic Care. “Company” offers clients the option of not having to send patient records to “Company” and instead, have “Company” directly access the client “Practice” EHR to copy information for patients that have elected to participate in the CCM program.

“Practice” may accept or decline direct access to “Practice” EHR. In the event “Practice” declines remote access, “Practice” agrees that “Practice” will supply the required patient information including data that supports care plan prescribed to patient by “Practice”. If “Practice” accepts “Company” remote access, “Company” affirms the sole purpose of this access is to make copies a patient’s demographics, clinical histories, and care plans on an individual patient basis and only after:

1) the patient has signed a HIPAA release authorizing “Company” to access the record; and

2) the patient has signed a CCM Consent Form. This EMR data supports the collection of care information required to meet the requirements of the Chronic Care Management Services code 99490 without the need of the “Practice” staff to [manually] provide the same to “Company”.

“Company” remote access is via a HIPAA compliant connection to the “Practice” EHR using methods and technology that complement the current security architecture of “Practice”. “Company” personnel have undergone HIPAA training and are bound to the confidentiality agreements and the BAA between “Company” and “Practice”. Internal security protocols of “Company” protect usernames and passwords of the “Company” user account assigned by “Practice” EHR system.

There are three options for connectivity between the “Practice” EHR and “Company”:

(1) Secure VPN connection to Physician network and EHR

(2) Web Link to the URL of the Web Based EHR

(3) Remote Desktop Protocol

Information and technical assistance will be provided by “Company” at no additional cost to “Practice” or to “Practice’s” information technology personnel.

“Practice” hereby accepts remote access to “Practice” EHR by “Company” and will provide the required the technical information for access.

Practice

Signed: _____________________________

Name: ______________________________

Title: _______________________________

EXHIBIT E

Certified EHR Technology (CEHRT)

“Practice” agrees to utilize electronic health record technology that has been certified by a certifying body authorized by the National Coordinator for Health Information Technology, which is a requirement for the “Practice” to bill and collect for “Services”. The “Practice” understands that his failure to meet this requirement will not affect his obligations to “Company” under this Agreement.

PLEASE CHECK ONE OF THE FOLLOWING AND SIGN BELOW:

___ The “Practice” has attached to this Addendum a copy of the letter or other written communication to the “Practice” from an appropriate certifying body indicating that the “Practice” utilizes properly certified electronic health record technology as required.

___ The “Practice” cannot find a copy of the letter or other written communication from an appropriate certifying body indicating that the “Practice” uses properly certified electronic health record technology. However, the “Practice” represents to “Company” that the “Practice” does utilize electronic health record technology that has been appropriately certified as required.

___ Nothing has occurred to the “Practice’s” knowledge that would adversely affect the required certification of the “Practice’s” utilization of electronic health record technology.

Signed_____________________________________

Print Name _________________________________

Title _______________________________________

Date _______________________________________