Patient Advisor Services Agreement

PATIENT ADVISOR SERVICES AGREEMENT

This Patient Advisor Services Agreement ("Agreement") is entered into effective as of by and between:

Provider Name:

Client Name:

RECITALS

WHEREAS, Provider has training, experience and expertise in advising patients and their authorized representatives regarding health care options, care coordination, insurance navigation, and related non-clinical advisory services; and

WHEREAS, Client desires to retain Provider to perform patient advisory services on the terms and conditions set forth in this Agreement, and Provider is willing to provide such services as an independent contractor; and

WHEREAS, the parties intend to protect confidential patient and business information and to define payment, term, termination, and other rights and obligations of the parties.

SCOPE OF WORK

Provider will furnish patient advisory services as agreed by the parties, which may include but are not limited to patient intake coordination, explanation of care options, benefits verification, appointment coordination, assistance with claims and appeals, and facilitation of communication between Client, patients, and third-party providers. Specific tasks, deliverables and performance standards shall be set forth below:

PAYMENT TERMS

As consideration for the Services, Client will pay Provider in accordance with the following terms.

Provider will issue invoices in accordance with the Billing Schedule. Unless otherwise stated on the invoice, payments are due within the period described in Billing Schedule and, if not paid within that period, Client shall pay the Late Fee on the unpaid balance. Client is responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Either party may also terminate immediately for reasons of patient safety or unlawful conduct.

CONFIDENTIALITY

Each party acknowledges that it will receive Confidential Information from the other party. "Confidential Information" includes, without limitation, patient records, medical information, personally identifiable information, insurance and billing records, financial information, business processes, and other information clearly designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates reasonably with efforts to limit disclosure.

Provider shall comply with all applicable privacy and health information laws and regulations in handling patient information and shall implement reasonable administrative, physical and technical safeguards to protect such information. Provider acknowledges that certain disclosures may require patient authorization or business associate agreements and agrees to cooperate to execute any documentation reasonably required by Client.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all 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. No amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider is an independent contractor for all purposes and is not an employee, agent, partner or joint venturer of Client. Provider is responsible for all taxes and insurance obligations arising from compensation paid under this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses, including reasonable attorneys' fees, arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

Limitation of Liability: Except for damages arising from a party's willful misconduct or breach of confidentiality obligations or obligations related to patient information, neither party shall be liable to the other for special, incidental, exemplary, punitive or consequential damages, whether in contract, tort (including negligence) or otherwise.

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