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Palliative Care Services AgreementPage 1 of 11 Palliative Care Services Agreement This Palliative Care Consulting and Collaboration Services Agreement is made on the between ABC, Inc. , a corporation organized and (Date) existing under the laws of the state of , with its principal office (Name of State) located at , and referred to herein as Hospice, and (Street Address, City, County, State, Zip Code) Acme, Inc., a corporation organized and existing under the laws of the state of , (Name of State) with its principal office located at , referred to herein (Street Address, City, County, State, Zip Code) as Provider. Whereas, Provider desires to establish a program to provide palliative care to individuals in need of such services, hereinafter referred to as a Palliative Care Program; and Whereas, Hospice has developed significant expertise in pain and symptom management and palliative care; and Whereas, in order for Provider to carry out its objective of providing quality palliative care services, Provider desires to contract with a party that can collaborate in the development, implementation and administration of the Palliative Care Program; and Whereas, Hospice desires to provide such assistance to the Palliative Care Program of Provider; 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: I. Responsibilities of Hospice. A. Provision of Palliative Care Consulting Services. Upon the express authorization of Provider, Hospice shall assist Provider in developing, implementing and administering the Palliative Care Program, which may include providing the following services (collectively Palliative Care Consulting Services). B. Patient Care Services. Provide direct care to patients of Provider, as ordered by such patients' physicians and in accordance with Provider's care plans for such patients. C. Administrative Services. 1. Provide General Program Guidance. Provide general advice and guidance to Provider's leadership team on developing and operating the Palliative Care Program. Palliative Care Services AgreementPage 2 of 11 2. Assist in Policy and Procedure Development. Assist in developing and reviewing policies and procedures for the Palliative Care Program. 3. Conduct Training. Conduct training of Provider's staff on palliative care and related issues. 4. Participate in Meetings. Participate in meetings that are necessary for Provider to coordinate, supervise and evaluate the Palliative Care Program and/or the provision of Palliative Care Consulting Services. 5. Participate in Quality Assessment and Performance Improvement. Participate in the development of Provider's quality assessment and performance improvement program, including identifying best practices and evaluating patient care and outcomes. 6. Complete Other Projects. Complete other projects and tasks reasonably requested by Provider. D. Availability of Palliative Care Consulting Services. Hospice shall be available, upon reasonable request, to provide up to hours per week of (Number) Palliative Care Consulting Services. 1 E. Liaison. Hospice shall appoint to serve (Title of person) as the liaison to work with Provider in ensuring the coordination of Palliative Care Consulting Services. II. Responsibilities of Provider. A. Qualifications. Provider shall maintain all the necessary qualifications, certifications and/or licenses required by federal, state and/or local laws and regulations to operate the Palliative Care Program. B. Professional Management Responsibility. Provider shall retain responsibility as the care provider to all of its patients, pursuant to applicable federal, state and local laws and regulations. This includes admission of the patient, patient and family assessments, reassessments, establishment of the plan of care and authorizing, managing, coordinating, evaluating and supervising the care. C. Records. Provider shall make available to Hospice for review and inspection, upon reasonable request, individual patient treatment records necessary for the provision of Palliative Care Consulting Services. Hospice shall maintain the confidentiality of such medical records in accordance with applicable laws and this Agreement. 1Identify a schedule/interval for services that meets the personal services a nd management contracts anti-kickback safe harbor Palliative Care Services AgreementPage 3 of 11 D. Liaison. Provider shall appoint to (Title of person) serve as the liaison to work with Hospice in ensuring the coordination of Palliative Care Consulting Services. III. Representations, Warranties and Covenants . Each party represents, warrants, and covenants to the other, upon execution of this Agreement and at all times throughout its term, as follows: A. Authorization of this Agreement. It has all requisite power and authority to conduct its business as presently conducted, and this Agreement constitutes a valid and binding obligation enforceable against it. B. Compliance with Laws. It shall perform the services under this Agreement in a manner that meets or exceeds the standards for providers of such services and is in compliance with applicable policies, procedures and relevant laws, rules and regulations including, but not limited to, federal Stark and anti-kickback provisions. All personnel providing services under this Agreement (i) are duly licensed, credentialed, certified, and/or registered as required under applicable laws; and (ii) possess the education, skills, training and other qualifications necessary to provide such services. C. Nondiscrimination. It shall provide all services hereunder without unlawful discrimination on the basis of race, color, religion, national origin, sex, ancestry, disability or any other basis protected by law. D. Program Exclusion. Neither it nor any of its personnel have been at any time excluded from participation in any federally funded health care program including, without limitation, Medicare, Medicaid or TriCare, nor convicted or found to have violated any federal or state fraud and abuse law or illegal remuneration law. E. No Disciplinary Actions. Neither it nor any of its personnel have been at any time under suspension or subject to any disciplinary proceedings by any agency having jurisdiction over the professional activities of it or its personnel. Neither it nor any of its personnel have at any time had limitations or restrictions placed on their professional licenses. F. No Impact on Patient Choice. Nothing in this Agreement will impact its patients' right to choose a provider and that neither it nor any of its personnel are obligated to encourage or in any way influence patients to utilize the services of the other. IV. Insurance and Hold Harmless. A. Insurance. Each party shall obtain and maintain appropriate professional malpractice insurance and comprehensive general liability and worker's compensation insurance in at least the minimum amounts required from time to time by applicable federal and state laws and regulations but in no event shall professional malpractice Palliative Care Services AgreementPage 4 of 11 insurance be less than $1,000,000.00 per occurrence and $3,000,000.00 in the aggregate. Each party shall provide the other party with evidence of such coverage, as may be reasonably requested by the other party. Each party shall ensure that the other party receives at least thirty (30) days' notice prior to the termination of any insurance policy required by this Agreement. B. Mutual Hold Harmless. Each party shall be responsible for the acts and omissions of itself and its employees and subcontractors and neither party agrees to indemnify any other party for any such act or omission, provided, however, that this Agreement shall not constitute a waiver by any party of any rights to indemnification, contribution or subrogation which such party may have by operation of law. V. Financial Arrangement. A. Fees. Provider shall pay Hospice for Palliative Care Consulting Services in accordance with the hourly fee schedule set forth in Exhibit A. These fees represent fair market value and do not take into account the volume or value of referrals. 2 B. Billing by Hospice. Hospice shall bill Provider for all Palliative Care Consulting Services by the day of the month following the month in which such (Day) services were provided. Provider shall pay Hospice within days of (Number) receiving Hospice's bill. C. Billing by Provider. In accordance with applicable local, state and federal laws and regulations, Provider shall bill patients and/or their applicable third party payors for the services provided under this Agreement. All collections received from such billings shall be the exclusive property of Provider. VI. Term and Termination. A. Term. This Agreement shall begin on the Effective Date and continue for one (1) year (the Initial Term) and automatically renew for subsequent one (1) year terms, unless terminated sooner pursuant to this Agreement. 3 B. Termination. 1. Termination without Cause . After the Initial Term, either party may terminate this Agreement for any reason by providing at least sixty (60) days' prior written notice to the other party. 2 To avoid anti-kickback issues and to meet the personal services and management contracts safe harbor, the fees for services must be set in advance, reflect fair market value and not be based on the volume or value of any referrals. 3 The agreement should identify a term of at least one (1) year in order to satisfy the personal services and management contracts safe harbor. Palliative Care Services AgreementPage 5 of 11 2. Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party, if the other party breaches this Agreement and fails to cure such breach within such thirty (30) day period. 3. Termination by Written Agreement. After the Initial Term, this Agreement may terminate upon the written agreement of the parties. 4. Termination Due to Change in Law. In the event there are substantial changes or clarifications to any applicable laws, rules or regulations that materially affect, in the opinion of either party's legal counsel, any party's right to reimbursement from third party payors or any other legal right of any party to this Agreement, the affected party may, by written notice to the other party, propose such modifications to this Agreement as may be necessary to comply with such change or clarification. Upon receipt of such notice, the parties shall engage in good faith negotiations regarding any appropriate modifications to this Agreement. If such notice is given and the parties are unable within sixty (60) days thereafter to agree to appropriate modifications to this Agreement, either party may terminate this Agreement by providing at least thirty (30) days' notice to the other party. 5. Immediate Termination. Notwithstanding the above, either party may immediately terminate this Agreement in any of the following circumstances: a. Loss of License. The revocation, suspension or restriction of any license, certification or accreditation of a party that is material to the performance of this Agreement. b. Liquidation; Windup. The commencement of proceedings to liquidate, windup, reorganize or seek protection, relief or a consolidation of a party's debts under any law relating to insolvency, reorganization or relief of debtors or seeking the appointment of a receiver or trustee. c. Loss of Insurance. A party ceases to have any of the insurance required under this Agreement. d. Loss of Medicare or Medicaid Certification. The revocation, suspension or restriction of a party's eligibility to receive reimbursement from a federally funded health care program including, without limitation, Medicare, Medicaid or TriCare. e. Failure to Provide Notifications. The failure of a party to provide the notifications required by this Agreement. C. Health, Safety or Welfare Issues. Either party determines that continuation of this Agreement could jeopardize the health, safety or welfare of any patient of Provider or Hospice. Palliative Care Services AgreementPage 6 of 11 D. Effect of Termination. Termination of this Agreement shall not relieve any party of obligations incurred prior to the effective date of termination, or which survive termination of this Agreement. VII. Notification of Material Events. Either party shall immediately notify the other party of: A. Notice of Circumstances Related to Immediate Termination. Any of the circumstances described in Section VI of this Agreement. B. Ownership Change. Any change in ten percent (10%) or more of its ownership. C. Business Address Change. Any change in its business address. D. Threatened Exclusion from Medicare or Medicaid . Any threatened or proposed exclusion of a party from any federal health care program, including but not limited to, Medicare, Medicaid or TriCare. E. Complaint or Disciplinary Action. Any complaint or disciplinary or other proceeding or action before any agency or board. VIII. Records and Confidentiality. A. Access by Government. As required by 42 U.S.C. 1395x(v) (1)(I) and any regulations promulgated thereunder, Hospice shall make available until the expiration of five (5) years after the furnishing of Medicare reimbursable services pursuant to this Agreement, upon proper written request of the Secretary of Health and Human Services of the United States, the Comptroller General of the United States, or any of their duly authorized representatives, this Agreement and any books, documents and records of Hospice that are necessary to certify the nature and extent of Hospice's costs under this Agreement. If Hospice carried out any of its duties under this Agreement through a subcontract with a related organization having a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, then Hospice agrees that such subcontract shall contain a clause comparable to the clause specified in the preceding sentence. Nothing contained in this paragraph shall be construed as a waiver by Provider or Hospice of any legal rights that such party may have, including, without limitation, the right of confidentiality with respect to patients' records and proprietary information. B. Confidentiality. Each party acknowledges that as part of its performance under this Agreement, it may be required to disclose to the other party certain information pertaining to its patients including, but not limited to, assessments, medical records, patient and family histories and the plan of care ( Patient Information) and may be required to disclose certain business or financial information (collectively, with the Patient Information, the Confidential Information ). Each party agrees that it shall treat Confidential Information with the same degree of care it affords its own similar confidential information and shall not, except as specifically authorized in writing by the other party or as otherwise required by law, reproduce any Confidential Information or Palliative Care Services AgreementPage 7 of 11 disclose or provide any Confidential Information to any person. A party that discloses Confidential Information shall be entitled to injunctive relief to prevent a breach or threatened breach of the provision of this section, in addition to all other remedies that may be available. Hospice shall be Provider's business associate for purposes of complying with the privacy and security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as set forth in Exhibit B. This section shall survive termination of this Agreement. IX. Marketing and the Use of Names or Marks. Hospice and Provider shall jointly develop and approve all marketing materials related to the Palliative Care Program. Neither Hospice nor Provider shall have the right to use the name, symbols, trademarks or service marks of the other party in advertising or promotional materials or otherwise without receiving the prior written approval of such other party. However, a party may use the name, symbols or marks of the other party in written materials previously approved by the other party for the purpose of informing prospective patients of the availability of the services described in this Agreement. X. Independent Contractor. In performance of the obligations discussed herein, the parties shall be, and at all times are, acting and performing as independent contractors, and not as partners, co-venturers, employees, agents or representatives of the other. No employee or agent of one party to this Agreement shall be considered an employee or agent of the other party. XI. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) XIV. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified if sent to the President of the party being notified at the address of each party as set forth at the beginning of this Agreement. XV. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. Palliative Care Services AgreementPage 8 of 11 XVI. 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. XVII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XVIII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XIX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XX. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XXI. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. (Name of Hospice) (Name of Provider) By: By: (Signature of Officer) (Signature of Officer) (Name & Office in Corporation) (Name & Office in Corporation) Palliative Care Services AgreementPage 9 of 11 EXHIBIT A FEES FOR PALLIATIVE CARE CONSULTING SERVICES Provider shall pay Hospice for Palliative Care Consulting Services at the following hourly rates:  Hospice Medical Director $ per hour Registered Nurse $ per hour Nurse Practitioner $ per hour Practical Nurse $ per hour EXHIBIT B BUSINESS ASSOCIATE ADDENDUM THIS ADDENDUM to the PALLIATIVE CARE CONSULTING SERVICES AND COLLABORATION AGREEMENT dated (the Agreement) is effective as of (Date) (the Effective Date) by and between Hospice, and Provider. (Date) I. Definitions. Capitalized terms not otherwise defined in this Addendum shall have the meanings given to them in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as set forth in Title 45, Parts 160 and 164, (Subparts A and E the "Privacy Rule" and Subparts A and C the "Security Rule") of the Code of Federal Regulations and as amended, and are incorporated herein by reference; provided, however, the term "Protected Health Information" and "PHI" shall include for purposes of this Addendum the term "Electronic Protected Health Information". II. Use and Disclosure of Protected Health Information. Hospice shall Use and/or Disclose Protected Health Information created for or received from or on behalf of Provider ("PHI") only to the extent necessary for Hospice to provide services under the Agreement. Provider shall not request Hospice to Use or Disclose PHI in any manner that would not be permissible under HIPAA if done by Provider. III. Hospice's Operations. Hospice may use PHI as necessary for Hospice's proper management and administration or to carry out Hospice's legal responsibilities. Hospice may Disclose PHI for such purposes only if: A. Required by Law. The Disclosure is required by law; or B. Obtain Reasonable Assurances. Hospice obtains reasonable assurances from any person or organization to which Hospice shall disclose such PHI that such person or organization shall: 1. Hold in Confidence. Hold such PHI in confidence and Use or further Disclose it only for the purpose for which Hospice disclosed it to the person or organization or as required by law; and Palliative Care Services AgreementPage 10 of 11 2. Notification of Breaches. Notify Hospice of any instance in which the person or organization becomes aware that the confidentiality of such PHI was breached. 3. Safeguards. Hospice shall develop, implement, maintain and use appropriate administrative, technical and physical security safeguards to preserve the confidentiality, integrity and availability of all PHI. Hospice shall document and keep these safeguards current. IV. Subcontractors and Agents . Hospice shall require any and all subcontractors or agents to whom Hospice provides PHI to agree to impose at least the same obligations to protect such PHI as are imposed on Hospice by this Addendum. V. Access to Health Information by Individuals. Hospice shall provide Provider with access to PHI that is part of a Designated Record Set, to the extent such PHI is not merely a duplicate of the information maintained by Provider. Access will be provided during normal business hours pursuant to a written notice provided at least five (5) business days in advance. VI. Correction of Health Information. To the extent Hospice maintains PHI that is part of a Designated Record, Hospice agrees to incorporate any amendment(s) to such information as Provider directs. VII. Accounting of Disclosures. Hospice shall maintain sufficient documentation to provide Provider with a list of those Disclosures of PHI made by Hospice or its agents, for which Provider is required to account, pursuant to 45 C.F.R. §164.528. Provider shall designate the time and manner in which Hospice shall provide the account of its disclosures to Provider. VIII. Access to Books and Records. Hospice shall make its internal practices, books and records relating to the Use and Disclosure of PHI, if such books and records are not otherwise protected by applicable legal privileges, available to HHS or its designee for the purpose of determining Provider's compliance with HIPAA. IX. Reporting. Hospice shall promptly report to Provider any Security Incident, Use or Disclosure of PHI not authorized by this Addendum or in writing by Provider of which Hospice becomes aware. X. Mitigation. Hospice shall mitigate, to the extent practicable, any harmful effect that is known to Hospice of a Use or Disclosure of PHI by Hospice in violation of the requirements of this Agreement. XI. Term. The term of this Addendum shall commence on the Effective Date and shall continue until the Agreement is terminated or as set forth in Section XIII-B below. XII. Right to Terminate for Breach. Upon Provider's knowledge of a material breach by Hospice, Provider shall: Palliative Care Services AgreementPage 11 of 11 A. Right to Cure Breach. Provide an opportunity for Hospice to cure the breach or end the violation, and terminate if Hospice does not cure the breach or end the violation within the time specified by Provider. B. Immediate Termination. Immediately terminate this Agreement if Hospice has breached a material term of this Addendum and cure is not possible. XIII. Return or Destruction of Health Information. A. Return or Destroy PHI. Except as provided in Section XIII-B below, upon termination, cancellation, expiration or other conclusion of this Addendum, Hospice shall return to Provider or destroy all PHI received from Provider, or created or received by Hospice on behalf of Provider. This provision shall apply to PHI that is in the possession of subcontractors or agents of Hospice. B. Extending Protections. In the event that Hospice determines that returning or destroying the PHI is not feasible, Hospice shall provide to Provider notification of the conditions that make return or destruction infeasible. Hospice shall extend the protections of this Addendum to such PHI and limit further Uses and Disclosures of PHI to those purposes that make the return or destruction infeasible, for so long as Hospice maintains such PHI. XIV. Automatic Amendment. Upon the effective date of any amendment to the regulations promulgated by HHS with respect to PHI, the Agreement shall automatically amend such that the obligations imposed on Hospice as a Business Associate remain in compliance with such regulations. XV. Conflict. In the event of any conflict between the terms of this Addendum and any other agreements between the parties, the terms of this Addendum shall govern the Use and Disclosure of PHI. WITNESS our signatures as of the day and date first above stated. (Name of Hospice) (Name of Provider) By: By: (Signature of Officer) (Signature of Officer) (Name & Office in Corporation) (Name & Office in Corporation)