Mastercare Business Services

MASTERCARE BUSINESS SERVICES — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of by and between Service Provider: Mastercare Business Services, an entity organized as indicated below with principal place of business at , and Client Name: , having its principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing administrative, operational and consulting services to healthcare and related businesses and represents that it has the expertise, personnel and resources to perform the services described herein;

WHEREAS, Client desires to procure certain business services from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the services to be performed and the compensation to be paid.

1. PARTIES' IDENTIFICATION

2. SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The services may include administrative support, billing and collections assistance, practice management consulting, compliance review and other tasks as further detailed by the parties.

3. PAYMENT TERMS

Client shall compensate Service Provider as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider will submit invoices to Client and Client shall pay invoices within days of receipt. Invoices shall itemize services performed and reimbursable expenses.

Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), and Client shall be responsible for reasonable collection costs and attorneys' fees.

4. TERM AND TERMINATION

The initial term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon delivering written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice. Material non-payment by Client shall constitute a material breach. Termination for cause shall not relieve either party of liabilities accrued prior to termination.

5. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Receiving Party, (ii) was rightfully known by Receiving Party prior to disclosure, (iii) is lawfully obtained by Receiving Party from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by Receiving Party without reference to Confidential Information.

Upon termination or upon Disclosing Party's request, Receiving Party shall promptly return or destroy all Confidential Information and shall certify in writing that it has complied with this obligation, except to the extent retention is required by law, internal retention policies or professional obligations.

The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages would be an inadequate remedy and that the injured party shall be entitled to seek injunctive relief in addition to any other remedies.

6. INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee or agent of Client. Service Provider shall be responsible for all taxes, withholdings and other statutory obligations of an independent contractor. Service Provider shall maintain commercially reasonable insurance for the duration of the Agreement and, upon request, provide certificates evidencing such coverage.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved exclusively in the state or federal courts located in the chosen state.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits and attachments) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. This Agreement may be amended only by a written instrument executed by both parties.

10. MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth herein or as otherwise notified in writing.

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