Affiliated Physician Agreement

RECITALS

WHEREAS, Company operates an online telehealth service and employs and contracts with clinical providers to offer telehealth services to patients nationwide;

WHEREAS, in those states where Company and its clinical providers are not licensed or in-network to provide services to patients, Company maintains a network of affiliated providers who agree to be available to provide services to individuals in needs of services when Company cannot, but then who directly render and bill for their own services; and

WHEREAS, Company desires to ensure that a sufficient network of qualified medical professionals are available to individuals who visit Company’s website (“Potential Patients”) when Company cannot provide the services; and Affiliated Physician has agreed to be available to Potential Patients in those instances when Company cannot provide services directly.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Engagement. Company hereby engages Affiliated Physician to act as an “affiliated physician” for Company and to be available to provide clinical services directly to Potential Patients matched to Affiliated Physician through Company’s website when Company cannot provide such services. Affiliated Physician hereby accepts such engagement upon the terms and conditions set forth herein. The relationship of the parties is that of independent contracting parties. In this regard, unless otherwise expressly provided under this Agreement, nothing in this Agreement constitutes or should be construed to be or to create a principal-agent, master-servant, or employer-employee relationship between the parties. Neither party shall be required to provide or obtain services exclusively from the other. Each party shall be free to contract with outside parties for the services provided herein. No part of this Agreement is meant to imply that either party is restricted in any way from entering into any other agreements for the performance of similar professional, consultative, health care, or other services with any other person or entity.
2. Company’s Telehealth Service.
   1. Company operates an online telehealth service which includes listings of clinical providers who are available to provide telehealth services. In some instances, Company receives requests from Potential Patients through Company’s website for certain clinical services that Company is not able to provide through its employed or contracted clinical providers. In those instances, Company may match a Potential Patient with one or more “affiliated physicians” who have agreed to provide services to Potential Patients directly. No monetary compensation is exchanged between Company and Affiliated Physician for the services or covenants described herein.
   2. Company may match a Potential Patient with Affiliated Physician based on the Potential Patient’s location, type of service requested, insurance coverage, and other factors considered in the discretion of Company. Company is under no obligation to match Potential Patients with Affiliated Physician and may match Potential Patients with multiple “affiliated physicians.”
   3. When a Potential Patient is matched with Affiliated Physician, Company will notify Affiliated Physician of the match and transmit the information gathered from the Potential Patient that the Potential Patient has consented to be released to Affiliated Physician in accordance with HIPAA and Company’s policies.
3. Affiliated Physician’s Obligations. Affiliated Physician hereby represents and agrees:
   1. To be listed as an “affiliated physician” on Company’s website. Affiliated Physician agrees that Company may remove Affiliated Physician from Company’s website immediately in the event that Affiliated Physician fails to abide by terms of this Agreement or if Company receives a patient complaint regarding Affiliated Physician.
   2. To cooperate with Company’s policies and procedures for the matching of Potential Patients and the delivery and receipt of patient information.
   3. To schedule Potential Patients for telehealth services within one (1) week of being matched by Company. 
   4. To provide telehealth services to those Potential Patients matche with Affiliated Physician in accordance with the generally accepted standards of care for Affiliated Physicians’ license and specialty and all applicable legal, ethical and professional requirements.
   5. That Affiliated Physician may decline to provide telehealth services to Potential Patients only under the following circumstances: (i) Affiliated Physician does not accept the Potential Patient’s insurance; or (ii) Affiliated Physician does not provide the telehealth services requested by the Potential Patient. Affiliated Physician shall notify Company within 24 hours if Affiliated Physician is declining to provide services to the Potential Patient and provide the reason for declining.
   6. To be and remain duly licensed to practice medicine in the State(s) where Affiliated Physician renders medical services. Affiliated Physician shall notify Company within three (3) business days of any change in licensure or of any suspension, cancellation, restriction, sanction, surrender or revocation of a license in any State.
   7. That Affiliated Physician has never been suspended, excluded or debarred from participation in Medicare or Medicaid or any other federal or state healthcare program and no such proceeding is pending or threatened. Affiliated Physician has never been indicted for, convicted of, or pled guilty or no contest to, a crime punishable as a felony or any crime involving fraud, theft, embezzlement, illegal drugs, controlled substances, the delivery of healthcare goods or services, moral turpitude or immoral conduct, or any other crime that reasonably could jeopardize the reputation of Company.
   8. To notify Company within three (3) business days of any change in insurance network participation or enrollment, including but not limited to, any suspension, termination, cancellation, or exclusion from any commercial plan or government program.
   9. Once services are rendered, to bill and collect from the patients’ applicable third-party insurance carrier. If a patient is uninsured, Affiliated Physician will bill the patient directly. At no time will Affiliated Physician bill Company for services rendered to any patient.
   10. To maintain active professional liability insurance coverage at all times during the term of this Agreement covering the telehealth services rendered to patients matched by Company with customary minimum coverage amounts.
4. Term; Termination and Confidentiality.
   1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for an initial period of one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for subsequent one-year periods (each, a “Renewal Term”), upon the same terms and conditions set forth herein, unless a party gives the other Party written notice of its election not to renew this Agreement at least 30 days before the end of the Initial Term or the then current Renewal Term.
   2. Termination. Either party may terminate this Agreement at any time for any reason by providing at least 30 days’ prior written notice to the other party. Either party may terminate this Agreement immediately in the event of a material breach of this Agreement by the other party.
   3. Confidentiality. Each party acknowledges that as a part of its performance under this Agreement, it may be required to disclose to the other party certain information pertaining to its patients and services, including but not limited to, assessments and medical records (“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 of the other party with the same degree of care it affords to 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 disclose any Confidential Information to any third party. A party that discloses Confidential Information to the other party shall be entitled to injunctive relief to prevent a breach or threatened breach of this section, in addition to all other remedies that may be available. Each party is a “covered entity” and shall comply with the privacy and security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended. To the extent either party is determined to be a “business associate” of the other party, the parties shall execute a separate Business Associate Agreement in compliance with HIPAA.
5. No Exchange of Compensation; No Exclusivity. Affiliated Physician shall directly bill to and collect from the patient, applicable third-party payor, or government program for all services provided by Affiliated Physician pursuant to this Agreement. Neither Party shall compensate the other for their services provided hereunder. Neither party shall be required to provide or obtain services or a certain level of services from the other party at any time. Each party shall be free to contract with outside parties for the same or similar services as described herein. No part of this Agreement is meant to imply that either party is restricted in any way from entering into any other agreements for the performance of services with any other person or entity
6. Indemnification. Each party hereto agrees to indemnify and hold harmless the other party from and against any and all claims, expenses, damages, losses, and obligations arising out of any third-party claim as a result of the indemnifying party’s negligence, acts or omissions, including those of the indemnifying party’s employees, agents, representatives, and owners.
7. General Provisions.
   1. Assignment. This Agreement may not be assigned or transferred by any party without the express written consent of all parties hereto.
   2. Notice. Any notices required or permitted to be given hereunder by either party to the other may be given by personal delivery in writing or by registered or certified mail, postage prepaid, with return receipt requested, or by facsimile as follows:
      
      To Company:
      110 S. Gordon St,
      Alvin, TX 77511-2333
      
      To Affiliated Physician:
      _____________________
      _____________________
      _____________________
      
      

Notices given personally or by facsimile will be deemed communicated when delivered. Notices sent by mail will be presumed delivered and received on the 5th day after mailing.

1. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas.
2. Modification and Amendment. This Agreement may be modified or amended only by mutual written consent of the parties, as evidenced by a signed, written document.
3. Waiver. The failure of any party to insist, in any one or more instances, upon performance of any term, covenant or condition of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term, covenant or condition.
4. Entire Agreement. This Agreement, and any exhibits attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all existing and prior agreements, representations, warranties and understandings between Company and Affiliated Physician with respect to its subject matter. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, beneficiaries and representatives.
5. Severability. If any portion of this Agreement is held to be invalid or unenforceable for any reason, the remaining portions of this Agreement shall be separable and shall remain in full force and effect.
6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or electronic signature shall be deemed an original signature for purposes of this Agreement and shall be given the same effect as if it were an original signature.