1 BILLING SERVICES AGREEMENT1

2 THIS SERVICE AGREEMENT (the “Agreement”) is made between

3____________________ (“CLIENT”), and Excellent Billing Company, Inc (“EBC”). This
4Agreement will be effective for Services (as defined below) beginning on the ______ day of
5____________, 200__ (the “Effective Date”).

6 In consideration of the representations, covenants and agreements contained in this

7Agreement and the attached Addenda, CLIENT and EBC agrees as follows:

8 1. Services. EBC will apply its best efforts to obtain reimbursement for CLIENT’s
9 charges for all clinical procedures and medical services (“Medical Services”) rendered on
10 or after the Effective Date, through billing of patients and third party payers and the
11 management of CLIENT’s accounts receivable (the “Services”). During the term of this
12 Agreement, EBC will be the exclusive provider of the Services to CLIENT. Addenda 1 and
13 2, incorporated by reference, describe additional services, which will be considered to be
14 Services as defined above. Unless Agreement is expressly altered in accordance with
15 Section 18, below, no additional services are included nor are any services omitted unless
16 expressly waived by Client.

17 2. Term. The initial term of this Agreement will be for ____ (_) years (the “Initial
18 Term”) from the Effective Date. This Agreement will automatically renewed for successive
19 additional ____ (_) year terms, unless either party gives the other written notice at least
20 ninety (90) days before the end of the then current term. Notwithstanding the foregoing,
21 this Agreement can be terminated at any time on written notice for cause consisting of a
22 material breach of a term or condition hereof which is not corrected within ______ (__)
23 days of prior written notice describing the breach in reasonable detail. This Agreement
24 may also be terminated on written notice in the event either party becomes excluded from
25 participation by the Medicare or Medicaid program; EBC becomes legally unable to
26 provide the services contemplated herein; or CLIENT becomes legally unable to provide
27 medical services, insolvent or files for bankruptcy protection, or as otherwise specified
28 herein.

29 3. Fees. Beginning as of the Effective Date, CLIENT agrees to pay EBC, a base fee
30 of _____ % per month of net collections (the “Base Fee).

11 This Agreement is provided for educational and illustrative purposes. It does not constitute legal or
2consulting advice by the HBMA or its presenters. Any actual contract must reflect the specific nature of the
3billing company and the medical practice and the specific services and capabilities of each, as well as the
4individual agreement they have reached, consistent with applicable local laws.
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31 Net collections shall be defined as the total sum of all monies collected by EBC for all
32 medical services rendered by CLIENT, less amounts refunded or credited to patient or third
33 party payer as a result of overpayments, erroneous payments or bad checks. The Base Fee
34 shall also be charged for net collections received through collection agency recoveries.

35 Notwithstanding the foregoing, in the event that: CLIENT fails to disclose to EBC, at or prior
36 to the time this Agreement is executed, information relating to CLIENT’s practice, which
37 information, if disclosed, would have materially increased the costs of billing and collection
38 efforts incurred by EBC; or CLIENT materially changes fundamental aspects of its practice
39 (such as its practice sites, the type of services provided, its payer mix, quality or type of
40 demographic information available, method of documenting services provided or the like),
41 EBC may propose an adjustment to the Base Fee in writing (the “Adjustment Proposal”). For
42 the thirty (30) day period after CLIENT’s receipt of the Adjustment Proposal (the “Discussion
43 Period”), EBC shall be available to discuss the basis for the amount of the proposed
44 adjustment with CLIENT. If CLIENT agrees to the proposed adjustment, this Agreement will
45 be amended to reflect the new Base Fee. If, on or before the end of the Discussion Period,
46 CLIENT has not accepted the proposed adjustment or the parties have not otherwise agreed
47 as to an adjustment to the Base Fee, EBC may terminate this Agreement on ninety (90) days
48 advance written notice. Changes in the Base Fee under clause (a) shall be retroactively
49 effective to the Effective Date; changes under clause (b) shall be effective as of the end of
50 the Discussion Period.

51 In addition to the Base Fee, CLIENT will reimburse EBC for:

52 A. Postage charges for direct patient statements (initial bills and rebills or reminders) sent
53 out on CLIENT’s behalf, charged to CLIENT at cost;

54 B. A reasonable per-hour claims processing charge where CLIENT, after written notice from
55 EBC, continues to submit incomplete or incorrect data for billing (collectively,“Additional
56 Charges”).

57 C. If requested by CLENT, Provider enrollment services at the rate of $___ per application
58 for each new completed application and $___ per application for each application
59 renewal or update completed.

60 D. To the extent EBC stores CLIENT documents relating to the Services unrelated to active
61 accounts, CLIENT shall be responsible for payment of storage costs for all CLIENT
62 documents required to be maintained by EBC greater than one hundred twenty (120)
63 days. The documents shall be stored at an offsite location in the CLIENT’s name and

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64 such charges shall be billed directly to the CLIENT. Selection of a storage facility shall
65 be at the option of CLIENT, provided that the facility will be conveniently located for
66 access by EBC. EBC shall have full access to the storage facility and shall remain
67 responsible for the management of stored records during the term of this agreement and
68 any extensions thereof. Alternatively, if EBC determines it to be appropriate, EBC may
69 optically scan such records, in which case CLIENT will be responsible for EBC’s costs of
70 scanning at the rate of ____ (__) per page. If EBC elects to optically scan records, it will
71 provide CLIENT with written notice. If CLIENT advises EBC in writing within thirty (30)
72 days of receipt of such notice, EBC will tender the paper records that are scanned to
73 CLIENT; if CLIENT does not respond within that period, EBC may destroy the paper
74 records.

75 E. EBC shall have no responsibilities relating to billing of CLIENT’s claims with dates of
76 service prior to the Effective Date, absent a specific separate written agreement. In the
77 event that CLIENT wishes to contract for such additional services, EBC will provide a
78 separate proposal and fee quotation that will apply to those services.

79 F. CLIENT agrees to pay the Base Fee and Additional Charges within ten (10) days after
80 receipt of each invoice from EBC. EBC shall maintain supporting documentation of the
81 basis for the allocation of postage costs, and shall provide such data upon request”).
82 Fees not timely paid will bear interest at the rate of ____ percent (__%) per year or the
83 maximum rate allowed by law, if less.

84 G. Notwithstanding anything to the contrary in this Agreement, EBC will have the right to
85 terminate this Agreement immediately if CLIENT defaults on its payment obligations of
86 any undisputed amounts due under Section 3 and such payment default is not cured
87 within ten (10) days after EBC delivers written notice of such default to CLIENT. In
88 addition, in such event, EBC may, in its sole discretion, decline to provide the wind-down
89 services specified in Section 8 a, b and c and cease Services as provided in Section 8 d.
90 until and unless Base Fees and Additional Charges are paid with interest.

91 4. Bank Account. A bank account will be maintained in the name of CLIENT at a

92 bank approved by CLIENT and acceptable to EBC (“CLIENT ACCOUNT”) and all cash
93 receipts will be deposited daily into the bank account by EBC, or into a lockbox account, at
94 the election of the CLIENT. EBC will have no signatory or ownership rights in the bank
95 account and will have no right to negotiate checks or assert ownership rights in deposited
96 funds. To the extent the parties agree CLIENT shall instruct its bank to sweep funds from
97 the Client Account into an account to which EBC has signatory power for the purpose of
98 provision of the Services (“Sweep Account”). CLIENT may revoke instructions to its
99 banking institution to sweep funds into the Sweep Account at any time, but EBC may
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100 terminate this Agreement immediately upon such revocation. To the extent required by
101 EBC, CLIENT shall insure that the banking institution provides depositary or other
102 information directly to EBC or copies of documents relevant to establishment or verification
103 of net collections CLIENT shall be solely responsible for all bank charges.

104 5. Operating Procedures. CLIENT agrees to provide or to cause facilities or other sites
105 at which CLIENT provides Medical Services to provide to EBC with accurate and complete
106 demographic, procedure and charge information, at no cost to EBC (“Demographic
107 Information”). CLIENT acknowledges that EBC will rely on the Demographic Information in
108 providing the Services and that the timing and amount of Net Collections generated by the
109 Services are affected by the completeness, timeliness and accuracy of the Demographic
110 Information and other variables, some of which are beyond the control of EBC. To the
111 extent possible, at the request of EBC, CLIENT will ensure that the foregoing information is
112 provided to EBC in electronic form, in a standard form and format reasonably consistent
113 with EBC’s computer system.

114 A. EBC will bill and attempt to collect CLIENT charges in a manner consistent with all
115 applicable Federal, State and Local laws and regulations and within the policies and
116 procedures of third party payers that are made known by such payers to medical
117 practices and billing companies or otherwise known by EBC. EBC does not provide
118 collection agency services and CLIENT is solely responsible for the selection of a
119 collection agency for collection accounts, if such services are to be engaged.

120 B. The parties may, from time to time, mutually agree to specific operating policies and
121 procedures related to the performance of Services under this Agreement. Any such
122 operating policies and procedures, or amendments thereto, will, upon mutual written
123 and signed agreement, become an integral part of this Agreement and shall be
124 binding upon both parties. The foregoing shall not prevent EBC, at its sole discretion
125 and at its own cost, from establishing and maintaining its business operations and
126 procedures relating to the Services in a manner consistent with this Agreement.

127 6. Confidential Information. EBC agrees not to disclose to anyone other than CLIENT any
128 information about CLIENT’s fee structure, internal compensation, managed care or facility
129 contracting strategies, or similar business information that would commonly be understood
130 to be confidential or any confidential medical information regarding CLIENT’s patients
131 received in the course of performing the Services (collectively, CLIENT’s “Confidential
132 Information”), except as required to bill charges, as required by law or legal or regulatory
133 process or as otherwise provided herein .

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134 CLIENT agrees that is will not disclose to third parties the business methods, operating
135 processes or documentation of the software employed by EBC to provide the Services or
136 any information about EBC’s fees, operations, business methods or strategies or any other
137 information specifically designated as confidential by EBC except as required by law or
138 legal or regulatory process (EBC’s “Confidential Information”). Each party’s Confidential
139 Information shall remain the property of that party, during and after this Agreement.

140 Each party will at all times take reasonable steps to establish and enforce the foregoing by
141 its employees, independent contractors, consultants and vendors. The requirements of
142 this Section 6 shall expressly survive the expiration or termination of this agreement. Each
143 party specifically agrees to comply with, and assist their counterpart with compliance with
144 applicable state or federal confidentiality requirements as to individual patient information.
145 Notwithstanding the preceding sentences, CLIENT agrees that EBC may use CLIENT
146 information for research and statistical compilation purposes, so long as CLIENT and
147 patient identifying information is kept confidential in accordance with applicable law and
148 that any product of the foregoing uses shall be the property of EBC.

149 In addition to the rights and obligations of EBC set forth in this Section 6, the rights and
150 obligations set forth in the Business Associate Agreement attached to this Agreement as
151 Addendum 3 and incorporated by reference shall apply to protected health information as
152 defined in said Exhibit.

153 7. Software and Proprietary Information. EBC affirms that it will at all times during the
154 term of this Agreement, have a valid and current copy of and license for use of any third
155 party software used to provide the Services and that the CLIENT will be given timely notice
156 of any changes in third party software vendor or system to the extent those changes would
157 materially affect the Services. The parties agree that EBC may store Demographic
158 Information, back-up documentation, statements, explanations of benefits, payer inquiries
159 and other information it receives in connection with the Services (“CLIENT Information”) in
160 electronic form through optical scanning or other technologies selected by EBC and that
161 EBC is not obligated to maintain paper copies. EBC further affirms that it will at all times
162 maintain a current and complete copy of all CLIENT Information in a secure, off-site
163 location and that no CLIENT data shall be deleted or purged unless: a.) a period of seven
164 years has passed since the date of service relevant to the CLIENT Date; or, b.) CLIENT
165 has given approval of such data deletion

166 It is specifically acknowledged that all CLIENT Data is the property of CLIENT but that EBC
167 may maintain a copy for documentation of Services and for other purposes relating to this
168 Agreement during and after the term of this Agreement, subject to the terms and conditions
169 of Section 6., above.
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170 8. Termination Procedures. In the event this Agreement is terminated, for whatever
171 reason, or expires, except as specifically stated in Section 3. G, EBC will:

172 A. continue to perform Services, at the then-current rates hereunder, for a period of
173 __________ (___) days after the effective date of termination (the “Wind Down
174 Period”) for all of CLIENT’s accounts receivable relating to CLIENT’s charges for
175 Medical Services rendered prior to the termination date (“Existing Accounts
176 Receivable”);

177 B. CLIENT expressly agrees to cooperate and assist EBC with its performance during
178 the Wind Down Period and will timely report, or cause to be reported, all payments
179 applicable to the Existing Account Receivable for which EBC is responsible.

180 C. at the end of the Wind Down Period, discontinue performing Services as to CLIENT’s
181 Existing Accounts Receivable;

182 D. deliver to CLIENT, after and conditioned upon full payment to EBC of all undisputed
183 fees owed to EBC by CLIENT under this Agreement, a complete list of Existing
184 Accounts Receivable (all debit and credit balances) in an industry standard electronic
185 format, including data layout and/or translation tables;

186 E. except for the foregoing or for such other matters as the parties may agree to in
187 writing, after the effective date of termination, EBC shall have no further obligations to
188 provide Services to CLIENT under this Agreement. CLIENT may negotiate with EBC
189 for additional transitional services or for the provision of additional data, including
190 CLIENT Data, to be provided by EBC after the date of termination at CLIENT’s
191 additional expense.

192 9. Non-Employment. During the term of this Agreement and for a one (1) year period
193 commencing with the termination of this Agreement, each party agrees not to employ,
194 directly or indirectly, any individual who was an employee of the other party during the term
195 of this Agreement without written consent of the other party. Each party agrees that the
196 other party does not have an adequate remedy at law to protect its rights under this
197 section and agrees that the non-defaulting party will have the right to injunctive relief from
198 any violation or threatened violation of this Section. In lieu of injunctive relief, the non-
199 defaulting party may elect to require reimbursement by the defaulting party a $_______
200 recruiting and retraining fee per employee hired in violation of this Section 9.

201 10. Notice. Any notices, payment, demand or communication required or permitted to be
202 given by the provisions of this Agreement will be effective on the date of receipt if sent or

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203 delivered to EBC, Attention: President, if to EBC; and *****************, Attention: President
204 and Treasurer if to CLIENT.

205 11. Governing Law and Jurisdiction .This Agreement shall be interpreted and governed by
206 the laws and statutes of the State of __________. In the event of disputes, it is agreed
207 that all matters shall be tried in the state or federal court having jurisdiction of
208 _______________, __________. Each party consents to jurisdiction and venue of said
209 courts.

210 12. Disputes. Any dispute arising under this agreement may be resolved by the parties in
211 a judicial forum or, if the parties agree, by arbitration, according to mutually agreed rules.

212 13. Independent Contractors. The parties to this agreement are each independent
213 contractors and nothing in this agreement shall be construed to create a partnership, joint
214 venture or other relationship between either party.

215 14. Insurance. EBC affirms that at all times during the term(s) of this Agreement, it shall
216 have in force valid Worker’s Compensation insurance covering all of its employees, as well
217 as General Liability Insurance, Fidelity Bond insurance with a policy limit of no less than
218 $_____________and Errors and Omissions insurance with a policy limit of no less than
219 $___________. EBC shall give CLIENT timely notice of the cancellation or lapse of any of
220 the above policies and EBC agrees that such lapse or cancellation shall be deemed cause
221 for termination of this Agreement.

222 15. Inspection. CLIENT, its agents and representatives, shall at all times during the term of
223 this Agreement, have reasonable access, during regular business hours, to review and
224 inspect the location(s) where the services are performed upon seven (7) days advance
225 written notice to EBC by CLIENT. Any inspection performed shall be governed by the
226 confidentiality provisions of this Agreement and shall be conducted so as not to disrupt
227 EBC’s staff or business. EBC shall not unreasonably deny, restrict or delay access for any
228 requested inspection.

229 In the event that CLIENT engages the services of an outside party to conduct or assist in any
230 inspection, CLIENT shall ensure that all other parties are bound by a Confidentiality
231 Agreement identical or substantially similar to the one applicable to the parties to this
232 agreement.

233 16. Force Majeur.It is mutually agreed that in the performance of all duties by each party
234 under this Agreement, time is of the essence. However, performance of duties hereunder
235 may be impeded by occurrences beyond the control of one or both parties. Events such
236 as flood, earthquake, hurricane, tornado, blizzard and other natural disasters; fire, riot, war
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237 or civil disturbance; strikes by common carriers; extended loss (more than 48 hours) of
238 utilities (except for non-payment); and similar events shall excuse the affected party from
239 performance of services impeded by such event(s). Nevertheless, each party has a duty
240 to use reasonable efforts to prevent or mitigate such impediments. In the event that any
241 catastrophe shall prevent the timely billing of CLIENT’s services by EBC for more than
242 fifteen (15) working days, CLIENT shall have the right to secure, without penalty, substitute
243 services until EBC can restore services, at which time EBC’s responsibilities and rights
244 under this Agreement shall be reinstated. For its protection, CLIENT shall, at its own
245 expense, purchase and maintain business interruption and/or accounts receivable
246 insurance to cover any such catastrophic event, as stated above.

247 17. Incorporated Documents. It is specifically agreed that Addenda 1, 2, and 3 are
248 incorporated herein as in integral part of this Agreement.

249 18. Miscellaneous.

250 A. This Agreement contains the entire agreement of the parties relative to the services to
251 be provided to CLIENT and no representations, inducements, promises or
252 agreements, oral or otherwise, between the parties not embodied in the Agreement
253 will be of any force or effect.

254 B. This Agreement specifically supersedes any prior written or oral agreements between
255 the parties relating to the provisions of the Services.

256 C. This Agreement is binding upon, and inures to the benefit of and is enforceable by
257 EBC, CLIENT and their respective legal representatives, assigns and successors in
258 interest, subject to Section 19 (d) below.

259 D. Neither party may assign this Agreement without the prior written consent of their
260 counterpart, provided that this Agreement will be deemed assigned to, and will be
261 binding upon, the survivor in any merger or business combination involving a party or
262 the purchaser of all or substantially all of the assets of a party.

263 E. Any amendments or changes to this Agreement will be in writing and will not be
264 effective until executed signed by both parties.

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265 F. EBC and CLIENT acknowledges that they are duly authorized by appropriate
266 corporate action to enter into this Agreement and that this Agreement is being signed
267 by duly authorized agents authorized to act on their respective behalf.

268 G. This Agreement may be executed in the singular or in identical counterparts. Once
269 signed by all parties, each counterpart document shall have equal binding effect.

270 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed.

271CLIENT EBC

272By: By:

273Title: Title:

274Date: Date:

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275 ADDENDUM 1: RESPONSIBILITIES OF EACH PARTY

276In performance of their duties for the collection of reimbursement for services rendered
277by CLIENT, EBC shall:

2781. Perform coding from information provided by or on behalf of CLIENT, including service
279 reports, as required by third party payers, inclusive of, but not limited to: CPT-4 and/or
280 HCPCS, including applicable modifiers, and ICD-9 CM coding schemes. All coding services
281 shall conform to currently applicable and published rules and guidelines issued by the
282 American Medical Association, the Centers for Medicare and Medicaid Services, and/or the
283 World Health Organization2 and other copyright owners of coding formats.

284 Without waiver of its other rights and remedies, EBC is expressly relieved of any obligation
285 of performing coding services if:

286 a) Complete and legible documentation to support the assignment of codes has not been
287 supplied; or,

288 b) The code(s) to be assigned are not adequately supported by the documentation supplied;
289 or,

290 c) Clear and unambiguous coding rules and/or guidelines are not available or are in dispute;
291 or,

292 d) The identity of the provider of services for whom coding shall be performed is missing or
293 uncertain.

2942. Regularly monitor patient services and visit volume(s) with detailed, patient-by-patient audits,
295 reconciled to applicable service, encounter and activity records/logs, for at least two (2)
296 individual months in Year 1 of this agreement and one (1) month per year thereafter. The
297 goal of this monitoring is to assure that greater than ____% of all billable services are
298 processed for billing. In the event that an audit produces less than ____% reconciliation,
299 corrective steps will be initiated and monthly audits will be performed until ____%
300 reconciliation is achieved. CLIENT, at its’ own expense, may conduct additional audits at
301 any time.

3023. Develop and maintain electronic data interfaces directly with CLIENT’S hospital service sites
303 (where such sites allow) for the collection of patient demographic data within ninety (90)
142 The American Medical Association is the owner and publisher of CPT-4 codes; the Center for Medicare and
15Medicaid Services is the owner and publisher of HCPCS codes and the World Health Organization is the publisher
16of ICD-9 CM codes.
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304 days of execution of this Agreement. CLIENT agrees to apply its best efforts to assist EBC
305 in achieving these interfaces, including, but not limited to interceding with hospital
306 Information Systems staff, Administration and others. In the event these efforts are
307 unsuccessful, EBC reserves the right to charge an additional $____ per encounter for
308 manual data entry services until said interface(s) can be established.

3094. Use reasonable efforts to enter all procedural and demographic data necessary for patient
310 and third party billing into its billing system in a timely (within five business days of receipt) in
311 an accurate manner subject to CLIENT’s obligation under the Agreement to provide accurate
312 and complete demographic information.

3135. Submit claims electronically to all third party payers regularly billed by EBC that are capable
314 of accepting claims in electronic format, subject to a minimum monthly claim volume of ___
315 claims per payer and further subject to the reasonable cooperation of each payer.

3166. Issue bills to individuals for all self pay balances owed, with a minimum of ___ statements
317 and __ script letter. CLIENT will be given limited discretion regarding the wording to appear
318 on bills and letters and shall warrant that all proposed language conforms to applicable state
319 and federal collection laws. After completion of the foregoing cycle, the account will be
320 referred to a third party collection agency selected by CLIENT. EBC is not responsible for
321 the actions or results of such collection agency.

3227. Issue initial billings to patients and/or third parties within ______business days of receiving
323 all required information.

3248. Provide toll free phone lines for patient inquiries and adequate phone inquiry staff to
325 effectively respond to patients in a reasonable amount of time.

3269. Prepare and deliver month-end reports of the billing performance and practice statistics in a
327 format essentially similar to Exhibit A no later than the _____ (__th) business day of the next
328 month. This duty may be fulfilled by electronic and/or paper reports.

32910. Have its staff present reports of billing performance at meetings in the CLIENT’s offices
330 monthly for the first _____months of the initial term and, thereafter, at least ______, at a time
331 convenient to both EBC and CLIENT and at CLIENT’S option; provided that CLIENT shall be
332 responsible for travel and travel related costs of EBC staff attending such meetings.

33311. Produce monthly credit balance reports and advise the CLIENT of refunds due to both
334 patients and third parties.

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33512. Prepare refund checks as directed by CLIENT for CLIENT signature, unless prohibited by
336 third party payer rules or regulations. CLIENT is solely responsible for funding and promptly
337 issuing such refunds. Failure by either party to fulfill their respective duties shall constitute a
338 material breach of the Agreement.

33913. Provide CLIENT with regular (at least quarterly) reports of all CPT-4, HCPCS and ICD-9 CM
340 statistics, showing the pattern of codes processed, by individual code.

34114. Provide CLIENT with regular (at least quarterly) reports of all claim denials, rejections,
342 payment reductions or other official notices received from third party payers.

34315. Maintain and follow a written program for quality assurance in the areas of coding and billing
344 regulatory compliance.

34516. Use reasonable efforts to advise CLIENT with respect to any material change in third party
346 rules and regulations which are made known to providers and third party billing agents or
347 otherwise known to EBC.

34817. Apply for and monitor progress of physician and CLIENT applications for third Party
349 Identification numbers at the rates outlined in the Fees section of the Agreement. CLIENT
350 acknowledges that EBC will promptly submit such application following receipt of all required
351 information but is not responsible for the timeliness of payer completion of the enrollment
352 process and that payer completion may affect reimbursement for CLIENT charges.

35318. Review and make timely recommendations with respect to coding, service descriptions and
354 professional fees for the CLIENT fee schedule prior to the onset of billing activity and at least
355 annually, in December, thereafter.

356

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357 CLIENT, in supporting the success of the billing process and to facilitate optimal
358 performance by EBC, shall:

359 1. Identify one administrative and one clinical representative to whom EBC may, respectively,
360 address all matters related to Services under this Agreement. If EBC performs coding for
361 CLIENT, CLIENT will also appoint a coding representative. All CLIENT representatives
362 will have the power to agree, on behalf of CLIENT, to mutually agreed resolutions to any
363 issues arising in their respective areas, and to, upon EBC’s request, receive confirmatory
364 memoranda or letters, which will thereupon be incorporated into this Agreement by
365 reference. These individuals will provide timely response to all reasonable requests by
366 EBC.

367 2. CLIENT warrants that EBC may rely on the existence of: patient signatures on assignment
368 of benefits, medical information releases and Advance Beneficiary Notices and, physician
369 signatures on charts and other medical documents, as required for submission of claims
370 on behalf of CLIENT and upon the accuracy and completeness of all information furnished
371 to EBC by CLIENT or on CLIENT’s behalf as to the services rendered by CLIENT.

372 3. CLIENT providers will identify the diagnosis or medical condition that supports the medical
373 necessity of a patient’s services, if one exists. EBC shall not be responsible for claim
374 denials, partial payments or payment reductions resulting from services that are deemed
375 ‘not medically necessary’ by third party payers, beyond their duty to assure that such non-
376 payment decisions are not arbitrary or otherwise inappropriate and are not based on data
377 entry or other clerical or computer system errors.

378 4. CLIENT will assist EBC in working with and/or resolving problems related to work
379 performed by personnel employed by hospitals, labs and other institutions in order to
380 achieve the goals of this Agreement and the provision of Services by EBC in an efficient
381 and cost-effective manner.

382 5. CLIENT will provide EBC within ____ (__) days advance notice of the expected addition or
383 departure of a physician in order for EBC to have adequate time to perform its duties under
384 the agreement. EBC will not be responsible for losses or delays in payment resulting from
385 failure to provide such notice or untimely notice.

386 6. CLIENT will provide a response within ____ (__) days to chart and other information
387 requests, made by payers and forwarded from EBC. CLIENT acknowledges that failure to
388 comply with this duty may result in claim denial, payment reduction or forfeiture of payment
389 or appeal rights.

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390 7. Upon receipt of the requisite research and worksheets from EBC, CLIENT will timely issue
391 refunds of overpayments to patients and payers and shall be responsible for reconciliation
392 of the refund checking account to assure that all refund checks have been cashed.
393 CLIENT shall promptly notify EBC of the receipt of cancelled checks upon which EBC shall
394 rely to remove credit balances from CLIENT’s accounts receivable files. CLIENT shall be
395 solely responsible for monitoring and surrendering unclaimed funds to the Treasurer of the
396 State having escheat jurisdiction over any unclaimed payments.

397 8. CLIENT shall be responsible for assuring that all information required for physician
398 enrollment, if performed by EBC, is provided timely, accurately and completely. EBC shall
399 not be responsible for delays in physician enrollment and subsequent billing and payment
400 delays or losses related to client omissions or delayed response by CLIENT.

401 9. CLIENT hereby acknowledges its independent and non-transferable duty to establish and
402 remain aware of, and compliant with, all applicable federal and state laws and regulations,
403 contractual rules and regulations, contracts, published notices and other applicable duties.
404 Nothing in this Agreement shall be construed to abrogate, transfer, delegate or otherwise
405 diminish CLIENT’s duties regarding awareness of, and compliance with, all applicable
406 CLIENT duties.

40710. CLIENT shall give EBC timely advance notice of any new payment contracts, HMO or PPO
408 relationships and other contracts or market changes so that EBC may accommodate these
409 changes, as necessary.

41011. Client shall ensure that any third party collection agency to which collection accounts are
411 referred reports all collections and the source within ___ (__) days of receipt.

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412 ADDENDUM 2: COMPLIANCE

413Each party to this Agreement has made a commitment to perform their respective duties in a legal
414and compliant manner, consistent with currently published and applicable federal, state and local
415laws, rules and regulations. In support of that commitment, subject to the more express provisions
416(if any) of a Compliance Plan adopted by each party which is an “effective” compliance plan under
417the applicable standards promulgated by the Office of the Inspector General of the Department of
418Health and Human Services, as referred to in the Agreement each party agrees to the following:

419 1. At least once each quarter the parties will meet to discuss compliance and review their
420 respective past and planned compliance activities.

421 2. Each party will conduct its own periodic risk assessment and advise their counterpart of any
422 findings that may affect their counterpart’s compliance or performance under this Agreement.
423
424 3. Each party agrees that their counterpart may review their Compliance Program upon request.
425
426 4. Each party agrees to conduct appropriate background checks on all employees, contractors,
427 agents and vendors to assure that all services are provided by individuals who have not been
428 excluded by any government authority.
429
430 5. Each party agrees to maintain appropriate compliance records and assure their
431 completeness, security and safety.
432
433 6. Each party agrees to pay specific attention to complying with the rules and regulations related
434 to the following areas of widely known compliance risk:
435
436 a) Improper waiver or reduction of charges, deductibles and copayments;
437 b) Upcoding, unbundling, serial reporting and other coding violations;
438 c) Failure to completely and legibly document the services for which payment is being sought,
439 including signature of the applicable supporting record(s);
440 d) Misuse of a provider number or misrepresentation of the identity of a provider of services;
441 e) Failure to repay overpayments or untimely refund of overpayments;
442 f) Seeking duplicate payment for the same service and/or from the same source;
443 g) Failure to maintain proper records of current and prior billing;
444 h) Failure to protect the confidentiality of patient information.
445

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446 7. Each party agrees that, in the event that they become aware of a compliance concern that
447 appears to be related to their counterpart’s conduct, they will promptly communicate that
448 concern to their counterpart. The party receiving notice will take prompt action to investigate
449 the notice and will timely (within 30 days) report back to their counterpart on the status of the
450 reported concern.
451
452 8. Each party specifically agrees that they will defer reporting any such concern to any payer,
453 government agency or agent, or law enforcement organization unless they have complied
454 with the above paragraph and remain concerned that their counterpart’s response is
455 inappropriate or more than thirty days have elapsed without any response. It is understood
456 that only in cases where a party has firm, credible evidence of deliberate, willful or criminal
457 misconduct will they consider immediate reporting to anyone other than their counterpart.
458
459 9. Nothing in this paragraph shall be construed to infer or imply a duty or expectation that any
460 party will knowingly conceal or participate in any misconduct, or allow any misconduct to
461 continue.
462
463 10. Each party agrees to separately responsible for their respective compliance-related legal and
464 consulting expenses.
465
466 11. Notwithstanding anything to the contrary in this Agreement, the parties agree that to the
467 extent required by EBC in connection with maintenance of an effective Compliance Plan:
468
469 A. EBC may decline to submit any claim not supported by appropriate documentation (as
470 reasonably determined by EBC), which documentation shall be available for review and
471 audit. EBC shall have an affirmative duty to provide CLIENT with timely notice of any
472 such decision, including their basis and a list of the affected claims. CLIENT shall have
473 an affirmative duty to timely respond to such notice and cooperate in the resolution
474 thereof.
475
476 B. EBC may take appropriate steps to resolve, or to advise CLIENT to resolve,
477 overpayments or credit balances in a timely fashion. CLIENT will comply with the
478 reasonable suggestions of EBC.
479
480 C. If EBC discovers evidence of misconduct by CLIENT relating to billing, EBC may refrain
481 from submitting questionable claims and notify CLIENT of its determination in writing. If
482 EBC discovers credible evidence of CLIENT’s continued misconduct following such a

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483 notice or discovers willful, deceptive, flagrant, fraudulent or abusive conduct by CLIENT,
484 EBC may (i) refrain from submitting any claims EBC determines to be false or
485 inappropriate, (ii) terminate this Agreement, without penalty, immediately on written
486 notice, and/or (iii) report the misconduct to appropriate State and/or Federal authorities.
487
488 D. In addition, CLIENT will take reasonable steps to comply with any audit or investigation
489 of EBC relating to an effective Compliance Plan and will appoint a senior member of
490 CLIENT’s Practice with responsibility and appropriate internal authority to work with EBC
491 as to compliance with State and/or Federal laws and regulations relating to billing.
492

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493 ADDENDUM 3: HIPAA BUSINESS ASSOCIATE AGREEMENT
494
495

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