MEDICAL BILLING SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the “Agreement”) is effective as of the date stamped on this form submission by and between FACEMYDOC, INC. (“FMD”), a New York corporation whose principal place of business is New York, New York and you the healthcare provider (“Client”), who agree as follows:
- Engagement.
Client hereby engages FMD to provide medical claims billing services and consulting (the “Services”), subject to and under the terms, conditions, covenants and agreements set forth in this Agreement.
- FMD Duties.
FMD agrees to provide timely medical claims billing services to Client which include: (i) filing claims for office and hospital related charges and monthly patient statement prep via BillFlash Services; and (ii) providing requested reports and Day Sheets to show receivable balances and information to assist Client’s staff with patient collections. FMD agrees to supply necessary claim forms and envelopes.
- Term.
The term (“Term”) of this Agreement and of FMD’s engagement hereunder, shall be for a period of one (1) year from the above effective date of this Agreement, unless earlier terminated pursuant to Section 8 of this Agreement. Following the expiration of the Term of this Agreement, the Agreement will be automatically extended for separate successive renewal periods of one (1) year each unless express written notice of a party’s desire that the Agreement not automatically renew be received by the other party at least 60 days prior to the end of the term in question (subject to any earlier termination pursuant to Section 8 of this Agreement). The terms and conditions of this Agreement shall control any renewal period in the absence of a subsequent written agreement executed by both parties.
- Fees and Expenses.
In consideration for the Services provided by FMD, Client agrees to pay FMD fees in accordance with the terms as set forth in Exhibit “A” attached hereto. Postage for all patient statements, electronic statements fees, and claims fees are the responsibility of Client and will be billed in addition to the fees set forth in Exhibit “A.” All amounts owed under this Agreement are due and payable by the 10th day of each month for which FMD provides Services (with no grace period). Client agrees to pay 18% annual interest (1½% per month) to FMD on all outstanding balances over 30 days.
- Client Duties.
Client agrees to provide FMD with accurate, timely, complete and necessary patient demographic, insurance billing, verified insurance eligibility and collecting the proper patient responsibility amounts at the time of service, and coding information to allow for the timely filing of claims. That also includes ALL remittance advices. Client further agrees that to insure a complete accounting of claims it is necessary to receive all remittances and patient payment amounts in a timely manner. Client agrees to pay FMD $5.00 per missing remittance that is not received within 21 days of its issue. Client also agrees to execute the Business Associate Contract which will be attached hereto as Exhibit B and will be sent via Adobe eSign.
- Non-Exclusivity.
Client and FMD acknowledge that FMD can contract with and perform Services for other persons, companies and/or other entities, and that this is not an exclusive service contract.
- Confidential Information.
It is contemplated that, during FMD’s engagement with Client, Client may be made privy to certain confidential, trade secret and/or proprietary information of FMD (“Confidential Information”). Any Confidential Information of FMD in the possession of, or known by Client shall remain the property of FMD at all times, even after the expiration or termination of this Agreement. Client hereby agrees that he shall not communicate or disclose such Confidential Information to any person or entity to which FMD has not authorized Client to make any such communications or disclosures. Furthermore, Client agrees that he will not directly or indirectly use any of such Confidential Information in whole or in part for himself or for others, without the prior written consent of FMD. For the purposes of this Section 7, the phrase Confidential Information shall include, but not be limited to, any and all computer database files, data set and code files, proprietary software packages, disclosures, statements, materials, data, files, forms, documents, computer files, drawings, plans, pricing information, marketing concepts, course materials, instructional/teaching methods, financial information, inventions, and/or designs.
- Termination.
(A) Notwithstanding Section 3 of this Agreement, this Agreement may be immediately terminated by FMD without any prior notice whatsoever based on any one or more of the following reasons:
(i) Client’s death and/or ceasing to exist as a legal entity;
(ii) Any criminal, unprofessional, unethical, amoral or fraudulent conduct on the part of Client;
(iii) Any violation by Client of any federal, state or local law, rules, regulations or ordinances;
(iv) Any action or conduct on Client’s part which could be detrimental to FMD or which could cause embarrassment to FMD, including, but not limited to, any abuse or harassment of any of FMD’s employees, directors, officers or partners.
(v) Client’s voluntary or involuntary entering into bankruptcy or reorganization;
(vi) Client’s breach or violation of any term or condition of this Agreement, including but not limited to its obligation to make timely payments pursuant to Section 4 above and/or its obligation to provide accurate, timely, complete and necessary patient demographic, insurance eligibility, billing and/or coding information.
(vii) The sale of a controlling ownership interest in Client to a third party without receiving prior written consent from FMD.
(viii) The sale of all or substantially all of Client’s assets to a third party without receiving prior written consent from FMD.
(B) This Agreement may be terminated by FMD without cause by providing Client with sixty (60) days prior written notice of such termination, subject to Client’s obligation to pay for all Services performed and charges incurred as of the termination date. This Agreement may also be immediately terminated by the written consent of both parties, subject to Client’s obligation to pay for all Services performed and charges incurred as of the termination date.
(C) Upon any termination of FMD’s engagement hereunder, Client shall immediately return to FMD all of FMD’s property in its possession, including, but not limited to, all Confidential Information.
- Indemnity.
Client agrees to indemnify, defend and hold harmless FMD (including its officers, directors, agents, servants, and employees) from any and all losses, liability, claims, liens, demands, actions and causes of action and expenses whatsoever (including reasonable attorneys’ fees as part of costs) for any act or omission of Client arising out of or related to the Services, or for any breach of this Agreement by Client.
- Assignment.
This Agreement and the rights and obligations hereunder shall be deemed personal to Client; therefore, Client may not transfer, pledge, encumber, assign, anticipate or alienate all or any part of this Agreement or his rights or obligations hereunder. FMD’s rights and obligations hereunder may be completely transferred, without recourse by Client against FMD, to any purchaser, successor or assign of FMD.
- Nonsolicitation.
Client covenants and agrees that during the Term of this Agreement (and any subsequent renewals thereof), and for a period of two (2) years following the date of any termination of this Agreement, regardless of cause, Client will not (whether directly or indirectly) hire nor solicit for hire any employee, agent, independent contractor or consultant of FMD, or otherwise induce or attempt to induce any such employee or agent of or independent contractor or consultant to FMD to leave his or her employment or terminate his or her consultation agreement or similar relationship with FMD.
- Remedies.
In the event of a breach, or a threatened or attempted breach, of any provision of this Agreement by Client, the parties recognize that such a breach would cause irreparable harm to FMD, thus FMD shall, in addition to all other available remedies, be entitled to: (a) temporary, preliminary and/or permanent injunctions against such breach without the necessity of showing any actual damages or any irreparable injury, (b) a decree for the specific performance of this Agreement, and/or (c) damages, attorney’s fees and costs. No party shall be liable to the other for any indirect and/or consequential damages for any breach hereof.
- Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
- Reading and Understanding of Agreement.
FMD AND CLIENT ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND FULLY UNDERSTAND ALL RIGHTS AND OBLIGATIONS SET FORTH HEREIN AND THAT BOTH PARTIES OBTAINED AND/OR HAVE HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE REGARDING THE TERMS, CONDITIONS, RIGHTS AND OBLIGATIONS OF THIS AGREEMENT, AND THAT THIS AGREEMENT IS BEING VOLUNTARILY ENTERED INTO BETWEEN THE PARTIES.
- Miscellaneous.
(A) Notices. Any notices or other communications required or permitted hereunder shall be in writing and shall be sufficiently given only if delivered in person or sent by telegram, facsimile transmission, telex or by first class or air mail or by recognized air courier service, postage or other charges prepaid, addressed as follows:
If to FMD: FaceMyDoc, Inc.
Attn: Client Billing Services
447 Broadway 2nd FL #676
New York, NY 10013
or to such other address as the addressee may have specified in a notice duly given to the sender as provided herein.
(B) Entire Agreement. This Agreement supersedes all prior and/or contemporaneous agreements and understandings, whether oral or written, relating to the subject matters discussed herein. No amendment or modification of the terms of the Agreement shall be binding or effective unless expressed in writing and signed by each party.
(C) Waiver. The waiver by either party of the breach of any of the terms and conditions of, or any right under this Agreement, shall not be deemed to constitute the waiver of any similar right. No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.
(D) Construction. It is understood and agreed that, should any portion of any clause or paragraph of this Agreement be deemed too broad to permit enforcement to its fullest extent, or should any portion of any clause or paragraph of this Agreement be deemed unreasonable, then said clause or paragraph shall be reformed and enforced to the maximum extent permitted by law. In the event that such portion of any clause or paragraph be deemed incapable of reform, the offending language shall be severed, and the remaining terms and provisions of this Agreement shall remain unaffected, valid, and enforceable for all purposes.
(E) Section Headings. Section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any provision of this Agreement.
(F) Survival. The obligations undertaken by Client in Section 7 of this Agreement shall survive any expiration or termination of this Agreement and/or of FMD’s engagement hereunder.
FEE SCHEDULE ADDENDUM
| Flat Service Fee | INC. |
|---|---|
| Per Claim Services | INC. |
| Monthly Collected Claims Percentage (New Claims) | 15% |
| Monthly Collected Claims Percentage (Old Claims) | 29% |
| One-Time Setup Fee for Clearinghouse | $150 |
| BillFlash Patient Statements (per statement) | $1.50/statement |
