MEDIAMAC, INC



SERVICE AGREEMENT

This Service Agreement (Agreement) is entered into between Applied Technology Services (ATS) and Berlin Medical Group (Client), and shall commence on February 9th 2010, being the date signed by Client (Commencement Date).

1. Services Provided to Client. Upon execution of this Agreement, ATS will provide Client with billing and collection services (Services) as set out in Addendum A attached hereto and incorporated herein. During the term of this Agreement, ATS will be the sole provider of Services to Client.

2. Client Obligations. Client agrees to implement, comply with and adhere to all obligations as set out in Addendum B attached hereto and incorporated herein, as well as those obligations required by ATS in its handbook and in any procedures manual. Further, Client shall ensure that its employees cooperate with ATS regarding the same.

3. Fees & Payment. Client shall pay ATS for its Services provided under this Agreement as set out in Addendum C attached hereto and incorporated herein.

4. Term & Termination. The initial term of this Agreement shall begin on the Commencement Date and shall remain in effect for a minimum of one calendar year. This Agreement will automatically renew for a one year term, unless either party gives at least thirty (30) days written notice before the end of the current term.

Either party may immediately terminate this Agreement in writing if the other party is in breach of any of the material terms or conditions, provided the non-complying party is given written notice of the breach and at least thirty (30) days from the date of written notice to cure such breach.

This Agreement may also be terminated on written notice in the event either party becomes excluded from participation in the Medicare program, ATS becomes legally unable to provide the services contemplated herein, or Client becomes legally unable to provide medical services.

Termination does not relieve Client of any payment obligations due to ATS.

5. Termination Procedure. In the event of termination, for whatever reason except due to Client’s failure to meet its payment obligations, ATS will continue to perform Services for a period of sixty (60) days after the effective termination date (Wind Down Period) for all of Client’s accounts receivable relating to Client’s charges for medical services rendered prior to the termination date (Existing Accounts Receivable).

Client agrees to cooperate and assist ATS with its performance during the Wind Down Period for all of Client’s Existing Accounts Receivable. Client shall timely report, or cause to be reported, all payments applicable to the Existing Account Receivable for which ATS is responsible.

Upon termination, Client shall (a) return any ATS Licensed Products (as that term is defined in Section 7 herein) to ATS, in normal operating condition except for reasonable wear and tear, or pay ATS the cost of the Licensed Products; (b) complete termination procedures as may be specified by ATS; (c) not keep any copies of software or documentation, and certify in writing to ATS that all original software and documentation and any copies have been destroyed or returned; (d) purge, or grant ATS the immediate right and access to purge, all ATS data resident on Client’s computer system.

ATS shall not be required to release any information or documentation to Client until Client has made full and final payment to ATS. ATS will send a final standard report to Client within five (5) business days of ATS’s receipt of full and final payment.

If Client fails to pay any Invoice that is past due, fails to perform any provision of this Agreement, or makes an assignment for the benefit of creditors, whether voluntary or involuntary, or, if a petition is filed by or against Client under the US bankruptcy act, then ATS shall have the right to exercise any one or more of the following remedies: (a) recover any amount then due and any other amount as it becomes due; (b) withhold its Services; (c) take possession of any Licensed Products, wherever located, without demand or notice, without any court order or other process of law and without liability to Client for any damages occasioned by such action; and (d) pursue any other remedy at law or in equity. These remedies are cumulative.

Special Authorization. Client hereby expressly authorizes ATS to complete any insurance form and other billing related document in order to perform Services specified under this Agreement.

6. Third Party Licensed Product. Client acknowledges ATS owns certain licenses to third party software (Licensed Products), and that Client has no title to any Licensed Products. Client agrees to indemnify ATS against loss relating to Licensed Products due to piracy, improper or illegal downloading or copying, theft, damage, or destruction, however caused.

Client acknowledges: (a) ATS and its licensors and/or suppliers retain all right, title and interest in and to the original, and any copies, of Licensed Products; and (b) ownership of all patent, copyright, trade secret, trademarks and other intellectual property rights pertaining thereto, shall be and remain the sole property of ATS, its licensors and/or suppliers. Client admits it shall not own any copies or have any interest in such Licensed Products.

Client shall receive no rights and agrees not to: (a) modify, translate, localize or create derivative works of any Licensed Products; (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of Licensed Products by any means whatever, or disclose any of the foregoing; (c) knowingly take any action that would cause any Licensed Products to be placed in the public domain; or (d) distribute any batch or off-line processing of content using Licensed Products.

7. Limitation re Use; Proprietary Material. Client acknowledges all Licensed Products and ATS’s Services are protected by applicable law, and that they contain valuable confidential and trade secret information of ATS or its licensors and/or suppliers. Client agrees to hold such Licensed Products and Services in confidence and agrees not to use, copy, or disclose, nor permit any of its personnel to use, copy or disclose, the same for any purpose not specifically authorized under this Agreement. Client agrees that ATS's licensors and suppliers are intended third-party beneficiaries of these provisions.

8. Client Confidentiality. All information obtained from Client under this Agreement will be maintained in confidence by ATS and its employees, and ATS shall not disclose it to any third party without Client’s prior written consent.

ATS agrees to take all reasonable steps to protect the confidentiality of Client’s information and to prevent such information from falling into the public domain or the possession of unauthorized third parties. Further, ATS will not use or disclose any of Client’s confidential information for the benefit of or to any third party.

ATS may store patient demographic information, back-up documentation, statements, explanations of benefits, payer inquiries and other information it receives in connection with the Services (Client Data) in electronic form through optical scanning or other technologies selected by ATS. ATS is not obligated to maintain paper copies. ATS further affirms that it will at all times maintain a current and complete back-up tape copy of Client Data in a secure, off-site location, and that no Client Data shall be deleted or purged unless: (a) a period of seven (7) years has passed since the date of service relevant to Client Data; or (b) Client has given approval for deletion.

It is specifically acknowledged that all Client Data is the property of Client, but ATS may maintain a copy for documentation of services or other purposes relating to this Agreement during and after termination of this Agreement.

9. ATS Confidentiality. During the course of this Agreement, ATS will disclose to Client certain confidential and proprietary information of ATS for purposes of interfacing with Client and to provide Services to Client hereunder (Confidential Information). Such Confidential Information is, among others, contained in ATS’s client billing, office manuals, including, but not limited to, forms, documents, data, and electronic information.

All Confidential Information provided by ATS to Client shall be maintained in the strictest confidence by Client and its employees; Client shall not disclose such Confidential Information to any third party without ATS’s prior written consent. Client agrees to take all reasonable steps to protect the confidentiality of ATS’s Confidential Information, and to prevent such Information from falling into the public domain or the possession of unauthorized third parties. Further, Client shall not use or disclose any of ATS’s Confidential Information for the benefit of or to any third party.

10. Non-Employment. During the term of this Agreement, and for one year after termination of the Agreement, each party agrees not to employ directly or indirectly, or through any third-party rendering services on behalf of such party, any employees of the other, its parent, or affiliates without written consent of the other party.

Each party agrees that the other party does not have an adequate remedy at law to protect its rights under this Section. Therefore, each party agrees that the non-defaulting party will have the right to injunctive relief from any violation or threatened violation of this Section.

In lieu of injunctive relief, the non-defaulting party may elect to require reimbursement of a $15,000 recruiting and retraining fee from the defaulting party.

11. Prior Services. In the event Client has or had a prior relationship with a company that provided the same or similar services as those to be provided by ATS under this Agreement (Prior Company), Client hereby acknowledges that ATS in no way solicited Client away from Prior Company or influenced Client in any way to enter into this Agreement. Rather, Client acknowledges that it entered into this Agreement of its own initiative and voluntarily requested ATS’s Services.

By entering into this Agreement, Client agrees to release and hold ATS harmless from any and all claims, actions, or lawsuits arising in any way from Client’s relationship with Prior Company.

12. Notice. Any notice required to be given to ATS by the provisions of this Agreement will be effective on the date of receipt if delivered to: ATS, at P.O. Box 9277, Cypress CA 92994.

Any notice required to be given to Client by the provisions of this Agreement will be effective on the date of receipt if delivered to: Berlin Medical Group, Attn: Carl Weaver MD, at 192 S. Main Street, Garden Grove, CA 92761.

13. Limited Warranty. ATS warrants it has a license and the right to use Licensed Products and will indemnify and hold Client harmless from any claims arising out of breach of this warranty subject to ATS’s opportunity to timely defend against such claims. ATS does not warrant to Client or hold it harmless from copyright, trademark or service mark infringement actions arising from actions based on the infringement of any third-party’s rights by ATS’s licensors.

Services under this Agreement are furnished to Client “AS IS” and “WITHOUT WARRANTY.”

14. LIMITATION OF LIABILITY; REMEDY

CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD ATS HARMLESS FROM ANY AND ALL CLAIMS, ACTIONS, OR LAWSUITS ARISING IN ANY WAY FROM THIS AGREEMENT, THE ATS SOFTWARE OR THE SERVICES PROVIDED BY ATS.

EXCEPT AS SET OUT IN THIS AGREEMENT, ATS MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AND SPECIFICALLY EXCLUDES ANY WARRANTY THAT LICENSED PRODUCT OR SERVICES ARE FIT FOR ANY PARTICULAR PURPOSE AND FURTHER SPECIFICALLY EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY. STATED WARRANTIES SET OUT HEREIN ARE IN LIEU OF ALL OTHER OBLIGATIONS OR LIABILTIES BY ATS FOR DAMAGES OR OTHER RELIEF, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOSS OF REVENUE OR LOSS OF PROFITS, THAT ARISE OUT OF OR ARE IN CONNECTION WITH THE USE AND/OR THE PERFORMANCE OF LICENSED PRODUCT.

CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY, SHALL BE LIMITED TO THE LESSER OF (A) THE AGGREGATE CHARGES ACTUALLY PAID TO ATS DURING THE SIX (6) MONTH PERIOD PRECEDING SUCH CLAIM OF DAMAGES, OR (B) ACTUAL DAMAGES SUSTAINED BY CLIENT.

15. Disputes and Attorneys’ Fees. Any dispute arising out of this Agreement shall be settled by binding arbitration before JAMS in Orange County, California, before a single arbitrator. Judgment on any award rendered by the arbitrator may be entered and enforced in any court having jurisdiction. The parties shall equally pay for the services of the arbitrator. The prevailing party will be entitled to its reasonable attorneys' fees and costs, in addition to such other relief as may be provided by law.

16. Governing Law. The parties agree this Agreement shall be governed by the laws of California without regard to its choice of law provisions.

17. Assignment. Client’s rights and obligations under this Agreement may not be assigned by Client without the prior written consent of ATS. ATS may assign its rights and obligations under this Agreement at any time upon fifteen (15) days’ notice to Client.

18. Severability. If any provision of this Agreement is held illegal, unenforceable or invalid, the legality, enforceability, and validity of the other provisions shall not by such ruling be affected or impaired.

19. Integration. The parties agree this Agreement represents ATS’s and Client’s entire understanding regarding the subject matter hereof, and that it supersedes any prior agreements or representations, whether oral or in writing. This Agreement may not be modified except by writing executed by both parties.

20. Authority. Each party to this Agreement warrants it has authority to bind the party on whose behalf it is executing this Agreement. This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors, heirs, assigns, predecessors, agents, officers, shareholders, directors, employees, insurers, subsidiaries, parent companies, related companies, trusts, trustees, family members and attorneys to the full extent permitted by law.

21. Ambiguity. This Agreement shall not be construed against the party preparing it, but shall be construed as if the parties jointly prepared it. Therefore, any uncertainty or ambiguity herein shall not be interpreted against any one party.

22. Counterparts and Originals. This Agreement may be executed in counterparts and so executed shall constitute an agreement binding on all of the parties, notwithstanding that the parties are not signatories to the original or the same counterpart. Fax and electronic signatures and copies of this Agreement may be used as originals for all purposes, and have the same force and effect of original signatures.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date set out above.

CLIENT ATS

By: Carl Weaver MD By: Johann Niquestrom

Title: President Title: VP Operations

Date: 8/14/2015 Date: 8/14/2015

Addendum “A” To Service Agreement Re ATS Services

This Addendum A, by and between ATS on the one hand and Berlin Medical Group (Client) on the other hand, is attached to, incorporated and made a part of the Service Agreement between the parties, and is effective as of the Commencement Date of the Agreement.

All of the terms, conditions and definitions under the Agreement shall apply to Addendum A.

ATS shall provide Client with the following services (Services):

1. Collections. ATS will apply its best efforts to collect all outstanding account balances from patients of Client, insurance companies and attorneys, and account to Client upon receipt thereof. This shall include telephone service by ATS staff to inquire on the status of payment of amounts due and owing under the Invoices and the handling of patient inquiries in a reasonable amount of time.

ATS will bill and attempt to collect Client charges in a manner consistent with all applicable Federal, State and Local laws and regulations and within the policies and procedures of third party payers that are made known by such payers to medical practices and billing companies or otherwise known by ATS.

2. Invoicing. ATS shall issue initial billing to patients and/or third parties within three (3) business days of receiving all required information. ATS shall send a minimum of two (2) statements and one (1) Collection Notice to all self-pay patients.

ATS will reimburse Client for denied claims due to untimely filing after the appeal process. Under no circumstances will ATS be liable for any amount that exceeds the total amount paid by Client for Services in the previous three (3) months as this is solely Client’s responsibility.

ATS shall submit claims electronically to all third party payers capable of accepting claims in electronic format.

3. Develop & Maintain Client Data. At the election and expense of Client, ATS will develop and maintain electronic data interfaces directly with Client’s hospital services sites (where such sites allow) for the collection of patient demographics data. Client agrees to apply its best efforts to assist ATS in achieving these interfaces, including, but not limited to interceding with hospital information systems staff, administration and others.

ATS will use reasonable efforts to enter all procedural and demographics data necessary for patient and third party billing into its billing system within three (3) business days of receipt in an accurate manner.

4. Reporting. ATS shall prepare and deliver month-end reports of the billing performance and practice statistics no later than the tenth (10th) business day of the next month. This duty may be fulfilled by electronic and/or paper reports. At Client’s option, ATS’s senior staff shall present reports of billing performance at meetings (monthly or at least quarterly) in Client’s offices at a time convenient to both ATS and Client.

ATS will produce monthly credit balance reports and advise Client of refunds due to patients and third parties.

ATS shall use reasonable efforts to advise Client with respect to any material change in third party rules and regulations which are made known to providers and third party billing agents or otherwise known to ATS.

5. Quality Assurance. ATS shall maintain and follow a written program for quality assurance.

6. Modifications. The parties may, from time to time, mutually agree to specific operating policies and procedures related to the performance of Services under this Agreement. Any such operating policies and procedures, or amendments thereto, will, upon mutual written and signed agreement, become an integral part of this Agreement and shall be binding upon both parties.

CLIENT ATS

By: Carl Weaver MD By: Johann Niquestrom

Title: President Title: VP Operations

Date: 8/14/2015 Date: 8/14/2015

Addendum “B” To Service Agreement Re Client Obligations

This Addendum B, by and between ATS on the one hand and Berlin Medical Group (Client) on the other hand, is attached to, incorporated and made a part of the Service Agreement between the parties, and is effective as of the Commencement Date of the Agreement.

All of the terms, conditions and definitions under the Agreement shall apply to Addendum B.

In supporting the success of the billing process and to facilitate optimal performance by ATS, Client shall:

1. Client Contact Person. Client shall identify one administrative employee to whom ATS may address all matters related to Services under this Agreement. All Client representatives, however, will have the power to agree, on behalf of Client, to any resolutions regarding issues arising in their respective areas, and to receive, upon ATS’s request, confirmatory memoranda or letters, which will be incorporated into this Agreement by reference. These individuals shall provide timely responses to all reasonable requests by ATS.

2. Warranty. Client warrants that ATS may rely upon patient signatures regarding assignment of benefits, medical information releases and Advance Beneficiary Notices. Client warrants that ATS may also rely upon physician signatures on charts and other medical documents, as required for submission of claims on behalf of Client.

As part of preparing a service report, Client will apply their best efforts to identify the diagnosis or medical condition that supports the medical necessity of a patient’s services, if one exists. ATS shall not be responsible for claim denials, partial payments or payment reductions resulting from services that are deemed not arbitrary or otherwise inappropriate.

3. Client’s Medical Services. Client shall assist ATS in working with and/or resolving problems related to work performed by personnel employed by hospitals, labs and other institutions in order to achieve the goals of this Agreement and the provision of services by ATS in an efficient and cost-effective manner.

4. Payer Inquiries. Client shall provide timely (within three business days of receipt) response to chart and other information requests made by payers and forwarded from ATS.

5. Handling Patient Payment & Refunds. Client shall scan/fax all the EOBs/payments received from the patients and insurance companies within forty-eight (48) hours. If, for any reason, ATS finds the payments are made to Client and Client failed to provide copies of those payments to ATS within thirty (30) days of the check date, ATS will post those payments automatically after thirty (30) days.

Upon receipt of the requisite research and worksheets from ATS, Client will timely issue refunds of overpayments to patients and payers and shall be responsible for reconciliation of the refund checking account to assure that all refund checks have been cashed. Client shall be solely responsible for monitoring and surrendering unclaimed funds to the Treasurer of the State having escheat jurisdiction over unclaimed payments.

6. Demographic Information. Client agrees to provide ATS (or to cause facilities or other sites at which Client provides medical services) with accurate and complete demographic, procedure and charge information at no cost to ATS (“Demographic Information”). Client acknowledges that ATS will rely on the Demographic Information in providing Services and that the timing and amount of Net Collections generated by the Services are affected by the completeness, timeliness and accuracy of the Demographics Information and other variables, some of which are beyond the control of ATS.

Client shall give ATS timely advance notice of any new payment contracts, HMO or PPO relationships and other contracts or market changes so that ATS may accommodate these changes, as necessary.

CLIENT ATS

By: Carl Weaver MD By: Johann Niquestrom

Title: President Title: VP Operations

Date: 8/14/2015 Date: 8/14/2015

Addendum “C” To Client Agreement Re Fees & Payment

This Addendum C, by and between ATS on the one hand and Berlin Medical Group (Client) on the other hand, is attached to, incorporated and made a part of the Service Agreement between the parties, and is effective as of the Commencement Date of the Agreement.

All of the terms, conditions and definitions under the Agreement shall apply to Addendum C.

ATS shall charge and Client agrees to pay ATS the following fees:

1. Base Fee. Client shall pay ATS a Base Fee calculated at 6% of the Net Collections or a $500 minimum fee, whichever is higher.

Net Collections shall be defined as the total sum of all monies collected by Client for all clinical services rendered by Client, less amounts refunded or credited to patient or third party payer as a result of overpayments, erroneous payments or bad checks. The Base Fee shall also be charged for collection agency recoveries.

2. Costs. Client shall pay ATS the cost involved in sending the patient statement.

3. Invoicing & Payment. ATS will send Client a billing statement (Invoice) monthly (on or after the 10th of the month) on amounts collected by ATS for and on behalf of Client. Client shall make prompt payment of each Invoice within ten (10) business days from the date of Invoice.

4. Late Payment & Penalties. Any Invoice not paid within ten (10) business days from the date of Invoice shall be considered a late payment and subject to a $30 late fee, plus a 1½% finance charge.

5. Adjustment Proposal. In the event that Client: (a) fails to disclose to ATS, at or prior to the time this Agreement is executed, information relating to Client’s practice, which if disclosed, would have materially increased the costs of billing and collection efforts incurred by ATS; or (b) materially changes fundamental aspects of its practice (such as its practice sites, the type of services provided, its payer mix, quality or type of demographic information available, method of documenting services provided or the like), ATS may propose an adjustment to the Base Fee in writing (Adjustment Proposal).

For thirty (30) days after Client’s receipt of the Adjustment Proposal, ATS shall be available to provide Services to Client according to the Base Fee provided in the Adjustment Proposal. If Client agrees to the Adjustment Proposal, this Agreement will be amended to reflect the new Base Fee. If Client has not accepted the Adjustment Proposal or the parties have not otherwise agreed as to an adjustment to the Base Fee within thirty (30) days after Client’s receipt of the Adjustment Proposal, ATS may terminate this Agreement upon sixty (60) days advance written notice.

CLIENT ATS

By: Carl Weaver MD By: Johann Niquestrom

Title: President Title: VP Operations

Date: 8/14/2015 Date: 8/14/2015

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