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Mueller Prost – complete Terms & Conditions for all proposals & engagement letters

Client understands and acknowledges that Mueller Prost LC (“MP”) is relying entirely on the timing and information provided to MP by Client in providing the services described hereunder (the “Services”). Client warrants and represents that all such information is entirely accurate and shall be responsible for any inaccurate or untimely information provided to MP, no matter the reason for the inaccuracy or lack of timeliness. With respect to Hospice NOE Entry, Client represents and warrants that all required information is accurate and has been entered into the billing software accordingly for MP within 24 hours of patient admission.  Requests made via email or by phone will be responded or acknowledged to within 24 hours unless dictated as urgent in writing. While this Agreement is in effect, MP shall provide services to Client as set forth above hereto and made part hereof unless Client fails to provide required information or there has been notice provided by either party of a dispute under this agreement. MP will be serving as a conduit of information and claims data between Client and many insurance payers, both government and commercial. Client will be providing all such claims information and data to MP, including but not limited to procedure codes, identifying the exact procedures Client has performed on patients. Client verifies that all such procedures were in fact performed on the individuals as specified. MP has no authority to and will not change any of these procedure codes without the express permission and direction of Client.

Client understands that MP is relying entirely on the claims and billing information supplied to MP by Client in preparing and submitting insurance claims for payment on behalf of Client. Client warrants and represents that all such claims and billing information is entirely accurate and truthful. If any investigation is initiated or if any action is brought by any individual, company or entity whatsoever regarding any of the claims filed by MP on behalf of Client, then Client agrees to cooperate fully in any such investigation or action and shall provide all relevant supporting documentation to support the claim(s) filed.

MP will not audit or review any financial information or the effectiveness of internal controls and will not express an opinion or any other form of assurance on such information or controls.

Software

If billing and accounting services are provided as part of the Services hereunder, MP may agree to use Client’s software for all billing and consulting purposes, so that MP may perform the Services if such software is reasonably determined by MP to be necessary to perform the Services. In such case, Client will assign a username and password for MP to gain access of the software remotely via the web.

Funds Collected and Payment Arrangements

Existing arrangements between Client and payer(s) for collecting funds and reimbursement payments shall continue according to that arrangement unless a change is requested by Client on or after the effective date of this Agreement. Private and Share of Cost (SOC) collections: Client shall make an assignment of the debt to MP via a separate contract for collection.

Term

The initial term of this Agreement (“Initial Term”), shall be one year commencing at time of the digital execution of this Agreement by both parties as determined by the records of Proposify (the “Effective Date”) and/or PandaDoc. At the end of the Initial Term and/or any Term Extension (as defined herein), the term of this Agreement may be extended for an additional period of one year (a “Term Extension”), but only upon mutual written agreement of the parties. In the event the parties continue to abide by the terms of this Agreement after the expiration of the Initial Term or any Term Extension, this Agreement shall be deemed to continue on a month-to-month basis thereafter. As used herein, “Term” shall mean the period of time beginning on the Effective Date and ending on the last day of either the Initial Term or the last Term Extension, as applicable.

Termination

Either party may, in its sole discretion, terminate this Agreement without cause by giving the other party at least thirty (30) days’ prior written notice. If such notice is given by Client, Client may, in its sole discretion, at any time prior to the effective date of such termination, relieve MP of MP’s duties, as long as Client continues to perform its obligation under this Agreement until the effective date of such termination. If MP is relieved of its duties by Client, MP shall not be liable for any action or inaction with respect to the Services after the date of being relieved.

Confidentiality

During the course of this engagement, MP may have access to proprietary information of Client, including, without limitations, oral and written information and material concerning or pertaining to the company’s trade secrets, business methods, plans, and/or projects, as well as information which concerns Client’s clients, customers, or patients, if applicable, costs, or treatment methods developed by Client for Client. MP acknowledges that such information, regardless of its form, is confidential and proprietary to the company, and that MP shall not use, copy, or disclose the information in whole or in part in any manner or to any person or entity without the express prior written consent of a duly authorized officer of the company. MP, as part of its ongoing effort to deliver the Services as promptly and as cost effectively as possible, as a standard practice, has the right to use outside vendors to assist MP with providing these Services. MP may disclose to these persons certain limited confidential information that Client has provided to MP to facilitate MP’s delivery of Services to Client. MP has its own privacy policy designed to protect its clients’ confidential information. MP also requires its affiliates and vendors to maintain privacy policies designed to protect the confidential information that MP discloses to them. Client’s signature on this agreement will serve as confirmation to MP that Client agrees that MP may disclose to its affiliates and vendors, as it deems prudent in its discretion, certain, limited confidential information.

Resident Information: Neither MP nor any staff shall disclose to any third party, except where permitted or required by law or where such disclosure is expressly approved by Client in writing, any patient or medical record information regarding facility patients, and MP and staff shall comply with all Federal and State laws and regulations, an all bylaws, rules regulations, and policies of Client, and facility’s medical staff, regarding the confidentiality of such information.

HIPAA Compliance

MP agrees to comply with the applicable provisions of the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. 1320 through d-8 (“HIPAA”), and the federal privacy regulations as contained in 45 C.P.R. Part 164, and the federal security standards as contained in 45 C.F.R. Part 142 (collectively, the “Regulations”). MP shall not use or disclose individually identifiable health information, as defined in 42 U.S.C. 1320d (collectively, the “Protected Health Information”), other than as permitted by this Agreement and the requirements of HIPAA or the Regulations. MP will implement appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as contemplated by this Agreement. MP will promptly report to Client and facility any use or disclosures, of which MP becomes aware, of Protected Health Information in violation of HIPAA or the Regulations. In the event that MP contracts with any agents to whom MP provides Protected Health Information, MP shall include provisions in such agreements pursuant to which Provider and such agents agree to the same restrictions and conditions that apply to MP with respect to Protected Health Information. MP will make its internal practices, books and records relating to the use and disclosure of protected health information available to the extent required for determining compliance with HIPAA and the Regulations. No attorney-client, accountant-client or other legal or equitable privilege shall be deemed to have been waived by Provider, Client or facility by virtue of this Subsection. MP will return records to Client at the completion of the Services rendered under this engagement. When records are returned to Client, it is Client’s responsibility to retain and protect Client’s records for possible future use, including potential examination by any government or regulatory agencies. By Client’s execution of this document, Client acknowledge and agree that upon the expiration of no less than a seven (7) year period (or as otherwise required by law), MP shall be free to destroy MP’s records related to this engagement.

Limitation of Liability

In recognition of the relative risks and benefits of this agreement to both Client and MP, Client and MP have discussed and have agreed on the fair allocation of risk between them. As such, Client agrees, to the fullest extent permitted by law, Client shall not exceed MP’s total fee actually received for the category of Services (as delineated on the “Your Investment” section of this agreement) related to the claim, loss, cost, or damage during the calendar year rendered per location where the claim arose.

Mediation

If any dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by mediation administered by the American Arbitration Association under Rules for Professional Accounting and Related Services Disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally by all parties.

Other Information

Professional standards require that Client agrees to retain certain responsibilities and that management will oversee or appoint an individual with appropriate skills, knowledge, and authority to oversee any non-attest services MP performs (including billing, cost reporting, financial statement preparation and tax services). MP expects that Client will agree to maintain such responsibility and oversight and comply with other terms of MP’s engagement letters.

Mueller Prost Shared Services Private Limited, a Subsidiary of MP

MP may assign employees of its subsidiaries and affiliates located outside the United States to work on client’s engagement and access client information in the normal course of performing its duties. Client hereby consents to MP assigning employees and affiliated entities located outside the United States to this engagement and transmitting information to such employees and affiliated entities as needed to perform the Services.

Outside Contractors

MP as part of its ongoing effort to deliver services as promptly and as cost-effectively as possible has the right to use outside vendors to assist MP with providing the proposed services. MP may disclose to these persons certain limited confidential information that Client have provided to MP to facilitate MP ‘s delivery of services to Client. MP has its own privacy policy designed to protect its clients’ confidential information. MP also requires its affiliates and vendors to maintain privacy policies designed to protect the confidential information that MP discloses to them. Client’s signature on this agreement will serve as confirmation to MP that Client agree that MP may disclose to its affiliates and vendors, as it deems prudent in its discretion, certain limited confidential information.  Please feel free to contact MP if you have any questions.