Administrative Services Agreement with Physicians

Administrative Services Agreement with Physicians

Agreement made on the day of , 20, between ,

of ,

referred to herein as Physician, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as .

Whereas, is an organization created to provide administrative and billing services to physicians’ practices;

Whereas, Physician desires to contract with to obtain the administrative and billing service provided by to physicians;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services.

shall act as the billing agent on Physician’s behalf. Provided that Physician is not in breach of this Agreement, agrees, during the Term (as defined in Paragraph 4), to perform the following services:

A. Prepare medical bills for services provided to patients by Physician described and submitted to ;

B. Submit (electronically or via the United States mail) medical bills to the Payer designated by Physician.

C. Submit medical bills to Physician’s patients (up to times over days) and follow-up in writing or by phone on unpaid medical bills to obtain payment. All such services are referred to as Billing Services in this Agreement. All contacts with Physician’s patients shall be done courteously, professionally, and in full compliance with the Federal Fair Debt Collection Act, and applicable state law.

2. Billing Obligations.

A Physician will ensure billing information submitted by Physician will be logged and preserved in original form as a transaction record, and all diagnostic and service codes submitted by Physician in service records will be faithfully reproduced, without code changes in submitted claims. Acme will screen Physician submitted patient service records and return (or correct where practical) said records with missing data and/or information in error to Physician for correction prior to conversion to a claim and submittal to the Payer.

B. Physician will submit claims on a timely basis, with the majority of claims and patient statements to be submitted within hours of receipt of client service information (or such service information as correct).

C. Both Physician and shall comply with all applicable laws in the performance of this Agreement.

3. Physician Obligations.

Under Federal law, both Physician and are held accountable for accurate and truthful information submittal in Medicare and Medicaid claims. In addition to Physician’s other obligations under this Agreement, Physician shall:

A. Deliver current, complete, accurate and truthful billing information to using Software in a form approved by .

B. Establish and maintain at Physician’s sole cost an account with the Bank for deposit of payments against medical bills processed by and to maintain a balance in the account sufficient to pay the Fees pursuant to Draw Request;

C. Pay all fees due hereunder as and when due;

D. Execute documents as necessary to authorize Payer to deliver payment and/or reimbursement information to in connection with medical bills processed by ; and

E. Comply with all applicable laws in the performance of this Agreement.

4. Term.

The initial Term of this Agreement shall commence on the date of this Agreement set forth above, and unless earlier terminated as provided herein, shall continue thereafter for a period of one year. Upon expiration of the initial Term or renewal Term, as applicable, the Agreement shall renew for additional, consecutive renewal Terms of one year, unless either Party notifies the other Party to the contrary in writing at least days prior to the end of the then current Term.

5. Fees.

shall charge, and Physician agrees to pay to the following fees as set forth herein:

A. An initial and one-time fee of $ for setting up the account upon execution of this Agreement;

B. A monthly fee of $ payable on or before the day of each month; and

C. If the number of medical bills processed by Acme exceeds in any month, a sum equal to % of the medical bills. Invoices based on this amount shall be paid within days after receiving invoice for such services. Physician shall be solely responsible for all state, local and federal taxes (excluding income taxes) on payments received from medical bills generated by .

6. Disclaimer of Warranty.

THIS IS A SERVICES AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

7. Limitation of Liability.

THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF AND THE RIGHTS, CLAIMS, AND REMEDIES OF PHYSICIAN SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. EXCEPT FOR LIABILITY IN CONNECTION WITH THE TERMS AND CONDITIONS HEREIN, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATED TO THE USE OF ANY ITEMS OR SERVICES FURNISHED HEREUNDER, WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY. IN NO CASE SHALL LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF THE FEES PAID BY PHYSICIAN CUSTOMER HEREUNDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM BY PHYSICIAN.

8. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

9. Right to Perform Defaulting Party’s Obligations

If either party fails to perform any act required of the party by this Agreement, within days written notice delivered to defaulting party at the address set forth above, the other party may perform such acts without waiving or releasing the defaulting party from the defaulting party’s obligations under this Agreement, and without providing further notice or making further demands on the defaulting party. Any sums paid or necessary costs and expenses incurred by the non-defaulting party in connection with the performance of such acts shall be payable to the non-defaulting party on demand.

10. Waiver

A party's waiver of a breach of any term of this Agreement shall not constitute a waiver of any subsequent breach of the same or another term contained in the Agreement. A party's subsequent acceptance of performance by the other party shall not be construed as a waiver of a preceding breach of this Agreement other than failure to perform the particular duties so accepted.

11. Choice of Law

This Agreement shall be governed by, and constructed in accordance with, the law of the United States and the State of .

WITNESS our signatures as of the day and date first above stated.