MEDVOICE RCM, INC.

SERVICE AGREEMENT
This Services Agreement (hereinafter “Agreement”) is entered into by and between MedVoice RCM, Inc. located at 5717 Legacy Dr, Plano, TX 75024, (hereinafter “COMPANY”), and the (Non-Company) parties named of the Company Proposal, collectively referenced hereinafter as “CLIENT”) located at or with principal location of business conducted at the address referenced on the Company Proposal, and all parties together hereinafter referred to collectively as “Parties.”
 
Parties collectively acknowledge that this Service Agreement is subject to periodic updates and only the then most current version shall be published and accessible via the online webpage provided to all Clients. 
 
COMPANY provides various medical documentation, coding, healthcare billing, revenue cycle management services, and related information technology support services to medical and healthcare organizations.
 
CLIENT is a healthcare organization consisting currently of licensed and credentialed provider(s) with principal healthcare treatment practice and/or organization located at the address referenced in the Company Proposal.
       
CLIENT agrees to retain COMPANY, and COMPANY agrees to provide the Services set forth in this Agreement and any Attachments included and incorporated herein by reference, to Client.
 
COMPANY Revenue Cycle Management (hereinafter “RCM”), and other affiliated services (hereinafter “Services”) as specified and priced in Company Proposal Attachment(s) included and incorporated herein by reference.
 
GENERAL PROVISIONS
 
1.    All patient information and data provided by the CLIENT to COMPANY shall be kept confidential and shall not be disclosed to anyone outside of COMPANY other than to the extent necessary for COMPANY to process and submit claims and provide all necessary RCM services on behalf of the CLIENT.  In addition, the Services and associated contractual terms and pricing are specific to Client and shall be treated as confidential information. CLIENT will not divulge the contents, terms, or pricing of this Agreement to any third party without the written consent of COMPANY.
 
2.    Term and Termination: This term of this Agreement is for one (1) year (12 months) or for the Term stated on the Company Proposal, from the Effective Date (“Service Period”). If stated, the Term listed on the Company Proposal supercedes and governs. Either party may terminate this Agreement at the end of the Service Period by providing a written thirty (30) day notice to the other party. With respect to any Service(s) covered by this Agreement, the last-day-of-service termination date and fee obligations, if any, are covered in the Agreement Attachments, the provisions of which are incorporated herein by reference. This Agreement shall automatically renew for additional one (1) year (12 months) extensions unless either Party delivers to the other Party written notice of termination at least thirty (30) days prior to the expiration of the applicable term. The receiving Party is required to acknowledge receipt of termination notice in writing within five (5) business days. All correspondence regarding termination of Agreement will be done via certified mail or obtain confirmation from the receiving Party that the correspondence was received.
 
3.    Joint Responsibility for outcome of Services. COMPANY shall use its best efforts to provide the CLIENT the Services as set forth in this Agreement, and CLIENT shall use reasonable efforts to perform its responsibilities as set forth herein. CLIENT acknowledges and agrees that COMPANY‘s performance is dependent in part on CLIENT’S timely and effective satisfaction of its responsibilities hereunder, and timely decisions and approvals by CLIENT management.  
4.    CLIENT acknowledges and agrees that COMPANY‘s performance is dependent in part on the information and data CLIENT has or will provide to COMPANY under this Agreement is and will be true, accurate and complete in all material respects.
 
5.    This Agreement shall be interpreted under the laws of the State of Texas and any disputes between the parties concerning the validity, interpretation, or performance of any of the terms or provisions of this Agreement or of any rights or obligations of the parties hereto shall be resolved in Dallas County, Texas.
 
6.    Any notices or communications anticipated by this Service Agreement shall be directed to the parties, as follows:
      COMPANY                                         CLIENT:
      Company Representative: Mudassar Nazar         Client Representative: Party(ies) Named in Company Proposal                 
      Address: 5717 Legacy Dr, Plano, TX 75024          Address: Address as specified on Company Proposal
 
7.    In no event shall either Party be liable to the other Party for any consequential, special, incidental, punitive or indirect damages (including, without limitation, loss of profit, revenue, business opportunity or business advantage), whether based upon a claim or action of contract, warranty, negligence, strict liability, indemnity or any other legal theory or cause of action.  COMPANY shall have no liability to any affiliate or patient of CLIENT.  COMPANY liability is limited to the duties and responsibilities of COMPANY as defined in this Agreement.  COMPANY cumulative liability for any all claims under this Agreement shall not exceed the total amount of the compensation fees paid by CLIENT hereunder for the previous twelve (12) months.
 
8.    CLIENT shall defend, indemnify and hold COMPANY (and its service providers) harmless against any losses, suits, expenses, costs or damages (including reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising out of or in any manner connected with (i) any claim or suit by a patient or representative of a patient, (ii) any claim, legal action or penalties by a government agency or any governing entity; except in those situations where the reason for the claim, suit, legal action or penalty is a result of an error caused by COMPANY in its responsibilities and duties as defined by this Agreement.
 
9.    CLIENT acknowledges that no guarantees, warranties, or implied guarantees, other than specifically defined within this Agreement, have been made by COMPANY to the CLIENT.  COMPANY disclaims all implied guarantees or warranties.
 
10.   Agreement Not to Solicit, Hire. CLIENT and COMPANY agree that during the term of this Agreement and for a period of one year after the expiration thereof, they will not contact employees or agents of the other party, for the purpose of enticing that person(s) away from the employ or contractual relationship of the other party.
 
11.   Exclusivity. COMPANY will be the exclusive billing agent for all medical claims submitted by or on behalf of Client following the signing date on this agreement and will be the only source of billing for CLIENT for medical claims that occur during the term of this Agreement or any extension.
 
12.   Breach of Agreement. If any party to this agreement believes the other Party is in breach of the Agreement, they shall give notice to the other Party including detailed documentation of the alleged breach.  Said notice of breach must be submitted promptly upon alleged occurrence of the breach.  The accused Party to the breach must acknowledge receipt of the notice of breach within five (5) standard business days.  The accused party shall have thirty (30) days from the date of notice to cure the alleged breach and/or give notice of intent to submit the dispute to Arbitration for resolution.
 
13.   Attorneys’ Fees. In the event either Party retains an attorney to enforce any of the terms of this Agreement and is successful, the other Party agrees to pay the reasonable attorney fees of the prevailing party. In the event of a trial, the successful Party shall be entitled to any damages, attorneys’ fees, and costs as awarded by the court presiding over anu such matter. The venue of any litigation shall be Dallas County, State of Texas.
 
14.   This Agreement, with designated Attachments, represents the entire agreement between the parties and shall not be modified unless done so in writing signed by or on behalf of both parties.
 
15.   The Effective Date of the Terms and Conditions of the Agreement shall be stated in Company Proposal for each Client.      
     
SERVICES
 
A.    COMPANY Duties and Obligations:

i.    Upon execution of this Agreement, COMPANY will assign billing services personnel to service CLIENT’s Account.  The billing personnel will be available to communicate with CLIENT personnel through phone, video conference, email, and fax.
ii.    If requested by Client, COMPANY will use its best efforts to set up CLIENT’S Account with payers as rapidly as possible using the data submitted by CLIENT as specified by COMPANY.
iii.    COMPANY will work with CLIENT to gather information necessary to set up the CLIENT account for both paper and electronic data transfer as required.
iv.    COMPANY will set up a separate and secure data account to contain all CLIENT’s billing related information as submitted by CLIENT, payers, and patients, and processed by COMPANY.
v.    COMPANY will work with CLIENT to create a secure billing data transmission protocol tailored to CLIENT’s business requirements.
vi.   Upon completion of payer registration and approvals and successful completion of test data submittals, COMPANY will begin processing all the CLIENT’s medical insurance claims for adjudication by government and commercial companies by either electronic or paper means.
vii.    COMPANY will account for daily medical reports received coded with appropriate CPT and Diagnostic codes and processed charges for a daily production report to CLIENT.  If a charge cannot be processed a held claim pending report will be provided to CLIENT in order to correct report for claim submission.
viii.    COMPANY will process and submit Client’s claims to insurance companies, patients or other appropriate parties for claim payment.  COMPANY will submit claims to patients’ primary and secondary insurances.  After claim adjudication by a patient’s insurance payer, any remaining balance will be billed to patient.  
ix.    COMPANY will submit claims with information and data that is provided by CLIENT to COMPANY. 
x.    COMPANY will make all reasonable efforts to assist CLIENT with identifying and including all appropriate charges but is not responsible to ensure all charges have been submitted by CLIENT.
xi.    COMPANY will review and scrub claims to attempt to prevent claim rejections and denials, so the claim is payable under the then current rules of respective payers. COMPANY will notify and/or return claim data that COMPANY is not able to process and submit to payers for adjudication or believes that the submitted claim data will likely result in the claim being rejected/ denied.
xii.    CLIENT authorizes and COMPANY may use claim edits and claim scrubbing to prevent claim rejections and denials. All claim edits made will be recorded and reported to CLIENT.
xiii.    Submitted claims that are denied will be pursued to resolution by the COMPANY billing team.
xiv.   COMPANY will post the payments received from the insurance payers to the patient’s account, will file any secondary claims and shall bill the patient directly, when necessary, in order to secure full payment for all treatments as submitted by CLIENT.
xv.    COMPANY will batch payments received to reconcile posted payments with the payment batch so as to prevent payments not being posted.  If a payment cannot be posted it will be documented as to the reason it cannot be posted.
xvi.   Patient Account Services and Accounts Receivable Collection
a.     COMPANY will process patient statements through the designated practice management system
b.    CLIENT receives patients’ inquiries to answer patient billing questions
c.    COMPANY provides patients the ability to pay their patient account online by credit card if CLIENT chooses to enroll for this service.
d.    COMPANY follows up on patient accounts payable to seek payment resolution.
xvii.   CLIENT’S patients to contact CLIENT regarding statements they may have received from COMPANY on behalf of CLIENT or regarding their financial account.
xviii.  CLIENT acknowledges that no guarantees, warranties, or implied guarantees, other than defined within this Agreement, have been made by COMPANY to the CLIENT.  
 
B.    CLIENT Billing Process Duties and Obligations

i.    Upon request by COMPANY, CLIENT will deliver the information needed to set up CLIENT’s billing account as outlined above.  This includes but is not limited to information relating to Provider Profile; listing of current insurance companies used; referring physicians; facilities at which provider is accepted or transfers work; diagnostic codes; procedure codes and fees; signed patient registration forms (to be kept in CLIENT’s office); registration with clearinghouse which will distribute claims to the carriers. On an ongoing basis the CLIENT is obligated to report any changes in address, providers, practice office locations, and other information which would cause claims to be denied as incomplete or inaccurate as soon as it is known to CLIENT.
ii.   Upon commencement of live billing services, CLIENT agrees to transmit or process all information necessary to properly process the CLIENT’s claims and to submit all such billing and insurance information for claims submission no less than once per week, preferably multiple times per week and no later than fifteen (15) days past the patient visit date of service.
iii.   CLIENT will submit medical reports for COMPANY coding and claim generation and processing.  
iv.   It is CLIENT’s responsibility to ensure all patient charges have been submitted to COMPANY for billing.
v.    Client will obtain all necessary authorizations and referrals from patients’ insurance or other entity as required to submit claims for adjudication.
vi.   CLIENT agrees to provide copies of any and all Explanation of Benefits (EOB) remittances received from insurance payers to the COMPANY as well as records of any and all payments received directly from patients within three (3) days of receipt by CLIENT.
vii.   If Client receives EOBs or other forms of insurance claim adjudication information but does not provide that information to COMPANY within fourteen (14) days of receipt by CLIENT, COMPANY may charge CLIENT a per claim fee for each claim contained on the insurance claim adjudication information or EOB and not provided to COMPANY within fourteen (14) days.
viii.   If Client receives a patient payment but does not provide that information to COMPANY within fourteen (14) days of receipt by CLIENT, COMPANY may charge CLIENT a per patient account fee for each patient account that payment was not provided to COMPANY within fourteen (14) days.
ix.   Client will regularly receive from COMPANY a listing of all delinquent patient accounts allowing the CLIENT to determine the next course of action for each account.  If no response or direction is received as to how to proceed with delinquent accounts, the delinquent account balance may be written off or turned over to a collection agency for further collection attempts or the balance may be credited off the account. CLIENT direction will be followed by COMPANY on delinquent accounts.
x.    COMPANY will be serving as a conduit of information and claims data between CLIENT and many insurance payers, both government and commercial.  CLIENT will be providing all such claims information and data to COMPANY, including but not limited to procedure codes, identifying the exact procedures CLIENT has performed on patients.  CLIENT warrants and represents in good faith that all submitted diagnostic codes and modifiers are appropriate for the patient and that all submitted procedures will have been performed on the patients as specified.  COMPANY has no authority to and will not change any submitted diagnostic codes or procedure codes without the express written direction by CLIENT.  If any investigation is initiated or if any action is brought by any individual, company, or entity whatsoever regarding any of the claims filed by COMPANY on behalf of CLIENT, both CLIENT and COMPANY agree to cooperate fully in any such investigation or action and shall provide all relevant supporting documentation to support.
xi.   CLIENT agrees to indemnify and hold COMPANY harmless for any and all damages or penalties imposed, and any attorney’s fees incurred by COMPANY in defending any such action resulting from CLIENT’s failure to provide truthful and accurate billing, claims and other practice or business information to COMPANY.
xii.    During the term of this Service Agreement, CLIENT will not use the services of any other billing and claims processing companies and will allow COMPANY to process all of CLIENT’S medical insurance claims with government and commercial companies.
xiii.    If there are any problems with CLIENT’S credentialing or contracts with insurance payers that interfere with claims processing, CLIENT will communicate those problems to COMPANY during the onboarding process and discuss how to best resolve those problems.  If COMPANY is to resolve credentialing or contracting problems a credentialing service agreement needs to be executed between CLIENT and COMPANY.
xiv.   CLIENT agrees to promptly provide all reasonable access to all pertinent and relevant information, records, and systems necessary for COMPANY to complete and provide all Services contracted herein.
 
C.    HIPAA Compliance

The parties understand and acknowledge they are both “covered entities” under the terms of Health Insurance Portability and Accountability Act (HIPAA) and have privacy and security obligations with respect to what the HIPAA defines as protected health information which includes all of the information used in billing transactions. Both parties affirm they have policies in place to assure current and continuing compliance with HIPAA regulations and requirements.  The parties will enter into a Business Associate Agreement as required under current HIPAA regulations and agree to institute policies and execute any other agreements which may be necessary under future HIPAA regulations.  
 
D.    Payment for Services

i.    Beginning on the Effective Date or alternatively the established date in which Company shall commence billing Client for Serices provided by Company (hereinafter “Billing Date”), Client will be invoiced by Company monthly for Services provided under this Agreement and CLIENT shall pay to COMPANY the amounts billed pursuant to the mutually executed Company Proposal (hereinafter, “Service Fees).
ii.       Company shall invoice Client for RCM Service Fees by charging the greater of the Collection Fee as stated in the Company Proposal, and any minimum fee as stated in the Company Proposal. The Collection Fee consists of the applicable RCM Service Fee Rate (%), as stated in the Company Proposal, of the total (gross) amount of all receipts collected from all insurance companies and all patients as a result of the billing services performed by COMPANY for CLIENT, or an applicable minimum monthly RCM Service Fee if stated in the Company Proposal. The Collection Fee is applied to any and all payments paid to CLIENT by patients, insurance companies, or any entity for claims or billings processed by COMPANY.
iii.    COMPANY shall provide CLIENT with RCM Software and shall include the monthly RCM Software fee as stated in the Company Proposal with, and in consideration of the fully paid monthly RCM Service Fees billed by COMPANY. All waived monthly RCM fees will be due and owing to COMPANY in the event of the failure of CLIENT to satisfy the terms of this Agreement.  
iv.    COMPANY may waive the Account Set-up and Onboarding fee as stated in the Company Proposal.. All waived Account Set-up and Onboarding fees will be due and owing to COMPANY in the event of the failure of CLIENT to satisfy all terms of this Agreement.
v.     On the dated stated in the Company Proposal, CLIENT will be invoiced on a monthly basis for receipts collected and posted the previous month as well all other amounts due and owing to COMPANY.  Payment of the invoice is due pursuant to the terms stated in the Company Proposal.  
vi.    After thirty (30) days, any past due amounts owed to Company by Client will be subject to a finance or late charge.  If CLIENT account balance with COMPANY becomes more than ninety (90) days past due, COMPANY may stop all work on CLIENT’S account until the balance is paid.
 
E.     Termination of Service Agreement   

i.    Under Section 2 of the Service Agreement, either party may terminate with at least 30-day notice at the expiration of the applicable term of service.  The notice terminating Agreement will state the last CLIENT operations date (on or after the thirtieth day) for which COMPANY is to receive billing data and submit bills on behalf of CLIENT. COMPANY will process, submit bills generated on the last practice operations date, and shall pursue collection on all such submitted bills for a period of 180 days from and after that date. COMPANY shall then cease all such collections and payment processing work on behalf of CLIENT.  CLIENT will owe COMPANY its service fee per Section D on all claims submitted by COMPANY and reimbursements or payments received up through the last day of the 180-day period. Both parties will cooperate in assuring a smooth transition to the new billing arrangements selected by CLIENT.
ii.   In the event this Agreement is terminated, COMPANY will return all information, material and documents belonging to or relating to CLIENT along with activity reports only after one week following the one hundred eighty (180) day continued collection period and COMPANY outstanding invoices and balances owed by CLIENT have been paid and satisfied.

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