Outlined below are the terms and conditions applicable for any purchases made by your company (referred to below as “Client”) from Physician Practice Specialists (herein referred to as “Company or PPS”), whether through our website or through a proposal delivered to you by a representative of our company. Physician Practice Specialists is a division of Touchstone Healthcare Solutions INC, a Florida for profit corporation.

1. Term

Subject to the terms and conditions hereof, the term of this Agreement shall commence as of the “effective date” indicated above and will continue until all services delineated in this agreement are performed. This agreement can be terminated at any time in accordance with the termination provisions outlined in Section 6 below.

2. Project Time Frame

Our time frame for the enrollment and contracting services is typically 120 days depending on the provider’s situation. This is an estimate and it should be noted that it is impossible to predict how fast the insurance companies will process applications and contracts. We do utilize our relationships and technology to help expedite the process, but cannot guarantee completion dates. Certain insurance companies can extend beyond 180 days for certain payers. Client is responsible to respond and process all requests for information and signatures within a reasonable time period not to exceed 14 days.

3. Operating Procedures

Company at all times will conduct itself in a manner that represents the best interests of Client. In order for Company to fulfill the obligations of this agreement, it is understood that Client must provide the documents and information as requested by Company. Company will at all times strive to perform our duties to the satisfaction of our client and will maintain the highest standards of character and business ethics.

4. Confidentiality of Client Information

Client agrees that it will not disclose to third parties the proprietary software and resulting or related processes and documentation employed by Company to provide the Services to Client. Client agrees not to disclose any information about Company’s fees, operations, business methods or strategies except as required by law. Each party’s Confidential Information shall remain the property of that party, during and after this Agreement. Each party specifically agrees to comply with, and assist the other party with compliance with, applicable state or federal confidentiality requirements as to individual patient information.

5. Storage of Information

The parties agree that Company may store applications, credentialing worksheets, statements, contracts, CPT codes, reports, and other information, in an electronic format through optical scanning or other technologies employed by Company. These documents are stored on our highly secure server based in California. Accessibility to client information is gained through an SSL, 256 bit encrypted, HIPAA compliant connection through our server at Google’s data center. Our level of authentication and security passes the SAS70 II audit and is much higher than most banking and ecommerce websites. All client information is deleted upon the dissolution of this agreement.

6. Termination

The “initial term” of this Agreement is one year from the “Effective Date” or upon the successful completion of all services outlined in this agreement. During the initial term, this agreement may be terminated upon written notice upon any of the following conditions: (a.) if Company becomes legally unable to provide the Services to be provided under this Agreement; (b.) if Client becomes legally unable to provide medical services; (c.) or as otherwise specified herein. In the event Company becomes unable to provide the Services pursuant to the terms of this Agreement, Company shall give Client written notice of its inability to provide the Services and shall refund all or a prorated portion of the money paid toward the Fees described in Schedule “A” within ten (10) business days.

Client or Company may terminate this agreement at any time with 30 days prior written notice. All services rendered must be paid for in full prior to the termination of this agreement.

7. Entire Agreement

This Agreement which includes the pricing reflected above, represents the entire agreement and no representations, inducements, promises or Agreements, oral or otherwise, between the parties not embodied in the Agreement will be of any force or effect. This Agreement specifically supersedes any prior written or oral agreements between the parties relating to the provisions of Services.

Company and Client acknowledge that they are duly authorized by appropriate corporate action to enter into this Agreement and that this Agreement is being signed by duly authorized agents authorized to act on their respective behalf. In the event that any term or provision of this agreement is held to be illegal, invalid or unenforceable under the laws, regulations, or ordinances or a federal, state or local government to which this Agreement is subject, such term or provision shall be deemed severed from this Agreement and all remaining terms and provisions shall remain in force.

There are no refunds or returns for our services except where Company (Physician Practice Specialists) becomes legally unable to provide services or where Company fails to provide the services agreed to. We are reasonable people and expect to be paid for work that we complete. If there is a dispute about our service, please contact Andrew Eriksen at [email protected] and we will work to resolve your issue. If we are unable to enroll a provider with a particular health plan, we will apply the payment for that insurance panel to another plan or continue to attempt and enroll you with the insurance plan until your participation becomes effective.

8. Refund Policy

There are no refunds or returns for our services except where Company (Physician Practice Specialists) becomes legally unable to provide services or where Company fails to provide the services agreed to. We are reasonable people and expect to be paid for work that we complete. We love happy clients and will work to resolve any issue. If we are unable to enroll a provider with a particular health plan, we will apply the payment for that insurance panel to another plan or continue to attempt and enroll you with the insurance plan until your participation becomes effective.

9. Confidentiality

Client acknowledges that Client shall have access to or may become acquainted with “Confidential Information” (as hereinafter defined) of PPS. Client agrees not to disclose or use any Confidential Information, except as required by law.

Business Associate. The parties have entered into a business associate agreement as referenced below. The parties shall comply with the requirements of HIPPAA and state law regarding protected health information as required for PPS to perform the obligations as per this agreement.

Confidential Information. During the Term of this Agreement and at all times following the expiration or termination, with or without cause, hereof, Client shall not, without PPS’s prior written authorization (which may be withheld at its sole discretion), disclose to or use for the benefit of any person, corporation, partnership, trust, or other party (including, but not limited to, Client any file, “Trade Secrets” (as hereinafter defined), or other Confidential Information concerning its negotiations with PPS or PPS’s business, including but not limited to Trade Secrets or Confidential Information regarding PPS’s employees, policies, procedures, operations, plans, marketing, administration of the practices or services of PPS.

Confidential Information- Defined. For purposes of this Agreement the phrase “Confidential Information” shall mean all records, files, reports, protocols, policies, procedures, computer systems or other contracts and other information in whatever form or format, pertaining to the business or operations of PPS.

No Solicitation of Staff. Client acknowledges that PPS has invested significant time and other resources in the initial and subsequent training of its employees and independent contractors. Therefore, during the Term of this Agreement and for a period of twenty-four (24) months following its expiration or termination, with or without cause, Client shall not: (i) employ, hire, or otherwise retain, or (ii) recruit, solicit or otherwise attempt to retain, either on its own behalf or on behalf of any third party any person who was an employee or independent contractor of PPS at any time during the Term of this Agreement without prior written consent.

BUSINESS ASSOCIATE AGREEMENT – PROTECTED HEALTH INFORMATION

For purposes of this Agreement, “Protected Health Information,” as defined at 45 C.F.R. §164.501, and as may be periodically revised or amended by the U.S. Department of Health and Human Services, the U.S. Congress or other federal agency, means information that is received from, or created or received on behalf of, the Client and is information about an individual which relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual. Protected Health Information also either identifies the individual or there is a reasonable basis to believe the information can be used to identify the individual. Protected Health Information pertains to both living and deceased individuals.

A. The Client shall use and/or disclose Protected Health Information only as necessary to perform its obligations under this Agreement, provided that such disclosures do not violate the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or the regulations promulgated there under. All other uses or disclosures not specifically authorized by this Agreement are prohibited.

B. Unless otherwise limited by this Agreement, the PPS may also:

1. Use the Protected Health Information in its possession for the proper management and administration of the PPS or to carry out its legal responsibilities.

2. Disclose the Protected Health Information in its possession for the proper management and administration of the PPS or to carry out its legal responsibilities, if such disclosure is required by law or is addressed in this Agreement.

C. The PPS may not use or disclose Protected Health Information in any manner that would constitute a violation of 45 C.F.R. Parts 160 and 164 if used or disclosed by the Client.

D. The PPS agrees to not use or further disclose Protected Health Information other than as authorized by this Agreement or as required by law.

E. The PPS shall use appropriate safeguards to prevent uses or disclosures of Protected Health Information other than as provided for by this Agreement.

F. If the PPS becomes aware of any use or disclosure of Protected Health Information not provided for by this Agreement, it shall report such use or disclosure to the Client within three business days of gaining such knowledge.

G. The PPS shall require that its agents, including subcontractors, to whom it provides Protected Health Information under this Agreement, agree to the same restrictions and conditions that apply to the PPS with respect to such information.

H. Within fifteen (15) business days of a request by the Client, the PPS agrees to comply with the Client’s request to accommodate an individual’s access to his/her Protected Health Information. In the event an individual contacts the PPS directly about access to Protected Health Information, the PPS will not provide access to the individual but shall forward such request to the Client within three (3) business days of such contact.

I. Within fifteen (15) business days of a request by the Client, the PPS agrees to comply with the Client’s request to make amendments to Protected Health Information. The PPS shall promptly incorporate any such amendments into the Protected Health Information. In the event an individual contacts the PPS directly about making amendments to Protected Health Information, the PPS will not make any amendments to the individual’s Protected Health Information but shall forward such request to the Client within three business days of such contact.

J. The PPS shall keep a record of disclosures of Protected Health Information and agrees to make information regarding disclosures of Protected Health Information available to the Client within fifteen days of a request by the Client. The PPS shall provide, at a minimum, the following information: (i) the date of disclosure; (ii) the name of the entity or person who received the Protected Health Information, and the address of such entity or person, if known; (iii) a brief description of the Protected Health Information disclosed; (iv) a brief statement regarding the purpose and explanation of the basis of such disclosure and (v) the names of all individuals whose protected health information was disclosed.

K. The PPS agrees to comply with any other restrictions on the use or disclosure of Protected Health Information that the Client may from time to time request.

L. The PPS shall make its internal practices, books and records relating to uses and disclosures of Protected Health Information available to the Client, or to the Secretary of the U.S. Department of Health and Human Services or designee, for purposes of determining the Client and the PPS compliance with 45 C.F.R. Parts 160 and 164.

M. Upon the termination of this Agreement, the PPS shall return or destroy all Protected Health Information and will retain no copies of such information. If such return or destruction of Protected Health Information is not feasible as approved by the Client, the PPS agrees that the provisions of this Agreement are extended beyond termination to the Protected Health Information, and the PPS shall limit all further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information infeasible.

SECURITY

The PPS shall employ security procedures that comply with HIPAA and all other applicable state and federal laws and regulations (collectively, the “Law”) that are commercially reasonable, to ensure that transactions, notices, and other information that are electronically created, communicated, processed, stored, retained or retrieved are authentic, accurate, reliable, complete and confidential. Moreover, the PPS shall, and shall require any agent or subcontractor involved in the electronic exchange of data to:

A. require its agents and subcontractors to provide security for all data that is electronically exchanged between the PPS and the Client;

B. provide, utilize, and maintain equipment, software, services and testing necessary to assure the secure and reliable transmission and receipt of data containing Protected Health Information;

C. maintain and enforce security management policies and procedures and utilize mechanisms and processes to prevent, detect, record, analyze, contain and resolve unauthorized access attempts to electronic Protected Health Information or processing resources;

D. maintain and enforce policies and guidelines for workstation use that delineate appropriate use of workstations to maximize the security of data containing Protected Health Information;

E. maintain and enforce policies, procedures and a formal program for periodically reviewing its processing infrastructure for potential security vulnerabilities; and

F. implement and maintain, and require its agents and subcontractors to implement and maintain, appropriate and effective administrative, technical and physical safeguards to protect the security, integrity and confidentiality of data electronically exchange between the PPS and the Client, including access to data as provided herein.

Business Associate Agreement