Legal MMSEA Agreement

LEGAL MMSEA AGREEMENT

This MMSEA Section 111 Reporting Agreement (the "Agreement") is entered into as of Effective Date: by and between Claimant Name: (hereinafter "Claimant") and Responsible Reporting Entity Name: (hereinafter "RRE"). Collectively Claimant and RRE are "Parties."

RECITALS

WHEREAS, the Parties have negotiated or are negotiating a settlement or other resolution of claims arising from Incident or Claim Reference: (the "Settlement"); and

WHEREAS, pursuant to the Medicare, Medicaid, and SCHIP Extension Act (MMSEA) Section 111 and related regulations, certain reporting obligations and notifications must be made to the applicable federal reporting authority regarding payments, settlements, or judgments involving Medicare beneficiaries; and

WHEREAS, the Parties desire to allocate responsibilities, costs, and liabilities associated with MMSEA Section 111 reporting and related compliance for the Settlement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

a) "Section 111 Reporting" means the obligation to report to the federal reporting authority required by MMSEA Section 111 any applicable settlement, judgment, award, or payment as described in the law and implementing rules.

b) "Conditional Payment" means any payment made by Medicare for items or services for which another party may be responsible and which may be subject to recovery or reimbursement pursuant to federal law.

2. REPORTING RESPONSIBILITIES

2.1 Primary Obligation. RRE shall be primarily responsible for ensuring that all required Section 111 Reporting for the Settlement is completed timely, accurately, and in compliance with applicable law, unless the Parties otherwise designate in writing pursuant to Section 2.3.

2.2 Content and Timing. RRE shall include in its reports all information reasonably necessary under Section 111 rules, including claimant identity, payment amounts, payment dates, and any other data elements required by the federal reporting authority. RRE shall use reasonable commercial efforts to meet any deadlines applicable to the Settlement reporting.

2.3 Designation of Third-Party Vendor. If RRE elects to engage a third-party vendor to perform Section 111 Reporting, RRE shall provide the name of the vendor and contact information: Vendor Name: ; Vendor Contact: ; Vendor Phone: .

3. ALLOCATION OF COSTS

3.1 Reporting Costs. Unless otherwise agreed in writing, RRE shall pay the reasonable costs of preparing and submitting Section 111 Reports. If Claimant or Claimant's counsel requests RRE to prepare additional materials beyond standard reporting (including special audits or supplemental responses), Claimant shall reimburse RRE for such reasonable, documented costs within thirty (30) days of invoice.

3.2 Conditional Payment Resolution Costs. Costs associated with resolving Medicare conditional payment demands, including procurement of conditional payment notices, demand negotiations, or procurement of final conditional payment letters, shall be allocated as follows: .

4. INDEMNIFICATION

4.1 Claimant Indemnity. Claimant shall indemnify, defend, and hold harmless RRE and its officers, directors, employees, agents, and affiliates from and against all losses, liabilities, fines, penalties, interest, and reasonable attorneys' fees arising from (a) Claimant's failure to provide accurate claimant data required for Section 111 Reporting; or (b) Claimant's breach of any representation, warranty, or obligation in this Agreement.

4.2 RRE Indemnity. RRE shall indemnify, defend, and hold harmless Claimant and Claimant's counsel from and against losses, liabilities, fines, penalties, interest, and reasonable attorneys' fees resulting from RRE's negligent or willful failure to perform Section 111 Reporting in accordance with applicable law, provided that Claimant has timely provided accurate information reasonably requested by RRE.

5. COOPERATION; DOCUMENT PRODUCTION

The Parties shall cooperate in good faith and provide one another with information and documentation reasonably necessary to complete Section 111 Reporting and to resolve any conditional payment recovery matters. Claimant shall promptly provide medical records, identifying information, and any executed releases or assignment documents necessary for reporting.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that execution of this Agreement has been duly authorized, and that the person signing on behalf of each Party has the requisite authority to bind such Party.

7. CONFIDENTIALITY

The Parties acknowledge that Section 111 Reporting may require the exchange of protected health information and other confidential material. Each Party shall handle all protected health information in compliance with applicable privacy laws and use such information solely for the purpose of complying with Section 111 Reporting and related obligations under this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the respective Notice Address below by hand, certified mail (return receipt requested), or overnight courier and shall be effective upon receipt.

9. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means or facsimile shall be binding.

ADDITIONAL TERMS

Insurer Self-Insured Other:

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