TERMS AND CONDITIONS

1. Eligibility – Residence

You must reside in the Direct Care service area, which includes the Direct Care For Me Groups you are assigned to. You can not be a part of any Direct Care For Me office that you are not assigned to.

2. Acceptance

You are automatically accepted into the Direct Care program regardless of your race, sex, or medical condition. No paying member will ever be turned down for participation in a Direct Care Direct Care For Me Groups .

3. Enrollment

Only a licensed medical professional ( M.D.) is authorized to enroll you into the program. Enrollment by non-medical professionals is strictly prohibited

4. Coverage effective date

The effective date of your Direct Care Direct Care For Me office membership is effective from the moment you pay your membership fee and you or your physician completes your comprehensive intake history and your chosen physician completes your physical examination.

5. Premium payments

Premium payments are due on a calendar month basis on or before the first day of each month. Payment can be set up through monthly billing, paid by check or money order, or as monthly automatic withdrawal from a checking or savings account.

6. Cancellation of Coverage

Your membership in a Direct Care Direct Care For Me Groups can be cancelled at any time for failure to pay your monthly fee or for your breach of any of Direct Care’s terms and conditions.

 For Patients

Direct Care For Me Corporation Terms of Use for Participants

Direct Care For Me Corporation (“Direct Care For Me” or “Direct Care”) facilitates connections between participants (“Participants”) and certain healthcare providers and certain other healthcare services, which may include healthcare providers who provide primary care (collectively, “Treating Providers”). These connections facilitate Participants access to and payment for primary care medical and healthcare services (the “Services”). By becoming a Participant or accessing and using Direct Care’s Website (the “Site”) or by signing and returning a printed copy of this Agreement to Direct Care you agree to be bound by these Terms of Use and all other terms and policies that may appear on the Site from time to time during your use of the Site or while you are otherwise a Participant.  Do not become a Participant or use the Site or sign and return to us a printed copy of these Terms of Use, if you do not agree to be bound by these Terms of Use. Using the Site or otherwise becoming a Participant or by signing and returning these Terms of Use indicates your agreement to be bound by the following Terms of Use:

  1. You acknowledge and understand that by using the Site or by signing and returning a copy of these Terms of Use to Direct Care you are voluntarily becoming a Participant; that this agreement is non-transferable; and that you agree to be bound by these Terms of Use and any other terms you may be required to agree to in connection with obtaining Services that you and/or your family may obtain from time to time.
  2. You understand these Terms of Use will replace and make void any previous Participant Terms of Use with Direct Care, if any.
  3. You understand that you are entitled to a copy of these Terms of Use should you request one.
  4. You understand that Treating Providers provide only a limited set of health care services in the field of primary care (general Family Medicine, general Internal Medicine, and general Pediatrics) and the Treating Providers’ ability to provide Services may be limited by training, experience, equipment, supplies, outside facilities (i.e. hospitals) and other unforeseen situations.
  5. YOU UNDERSTAND AND ACKNOWLEDGE THAT TREATING PROVIDERS WILL PROVIDE ONLY PRIMARY CARE AND WILL NOT PROVIDE EMERGENCY OR CATASTROPHIC HEALTHCARE SERVICES AND THAT YOU WILL NEED TO SEEK OTHER PHYSICIANS FOR THIS CARE AND OBTAIN CATASTROPHIC HEALTHCARE INSURANCE COVERAGE TO PAY FOR ALL HEALTHCARE NOT DEEMED TO BE PRIMARY CARE PROVIDED THROUGH TREATIN PROVIDERS. Direct Care does not limit your choice of catastrophic healthcare insurance coverage and does not recommend any particular provider for this insurance. Direct Care can however, upon your request, facilitate your ability to obtain catastrophic healthcare coverage through Custom Medical Plans, should you choose Custom Medical Plans for this catastrophic healthcare coverage.
  6. You understand and agree that you will be solely responsible for who you choose to provide Services for you or your family.
  7. You also understand and agree you or your family may require health care and related goods beyond what Treating Providers offer (the “Additional Services”) and that Treating Providers may recommend Additional Services (outside care or services) for some health issues and that you will be solely and financially responsible for payment for the Additional Services.
  8. You understand that you and the Treating Providers have the ultimate right to decide what Services you receive; provided that, Direct Care may add or discontinue facilitation of any Services at anytime and Treating Providers may stop providing certain Services as well.
  9. You understand for an additional charge certain Treating Providers will provide Services via Telemedicine and that for purposes of these Terms of Use Telemedicine will be defined as the use of telecommunication and information technologies in order to provide clinical health care at a distance.
  10. You understand that Telemedicine Services will not be the same as a direct patient/health care provider visit due to the fact that you will not be in the same room as your health care provider.
  11. You understand that some parts of the consultation involving physical tests may not be conducted.
  12. You understand that if there is concern for a medical emergency or if Participant’s medical condition worsens during consultation, it is understood that immediate local emergency services will be obtained at the sole discretion and liability of the patient.
  13. You recognize and agree that Treating Providers may be unavailable by phone or in-person at times due to vacations, illness, technical malfunctions or other unforeseen situations.
  14. You understand that should your Treating Provider become unavailable, you will need to arrange alternative coverage with another Treating Provider and this alternative coverage is not guaranteed.
  15. You understand and agree that being a Participant requires payment of an ongoing, recurring monthly Participant fee and that the Participant (and/or a sponsoring employer) must continue to pay Participant fees to receive Services and remain a Participant.
  16. You acknowledge and understand that if under an employer-sponsored plan, the employer and you, the employee, are entirely responsible for managing any payroll deductions that may be related to your becoming a Participant.
  17. You understand that as a Participant you will be provided a limited set of Services at no charge, including basic communications with the Treating Provider you select, unlimited nurse and doctor visits at the Treating Provider’s clinic during regular business hours, coordination of care and referrals to other providers, annual flu shot, crutches, splints, slings, and the following lab and diagnostic testing: rapid strep test, cholesterol panel, chemistry panel, CBC, basic Pap smear, hemoglobin A1c, EKG, urine dipstick analysis, and urine pregnancy test.
  18. You understand that the Services included for Participants are at the full judgment and discretion of Treating Providers and these Services may change without notice.
  19. You understand that some Services, including but not limited to after-hours visits (not during regular business hours), house calls, some labs, procedures, medications, and Teleheath Services will require payment of an additional fee.
  20. You understand, acknowledge, and agree that if your Participant’s monthly fees are not paid within 60 days of the due date, the Participant’s participation and access to the Site and Treating Providers will end.
  21. You acknowledge and agree Direct Care or a Treating Provider may change the amount of its fees at anytime in the future, but will endeavor to notify you in writing of any change at least 90 days prior to the effective date of this change.
  22. You understand and agree an initial membership fee must be paid upon joining Direct Care as a Participant and that this payment is non-refundable.
  23. You acknowledge and agree a one-time registration fee is required upon joining Direct Care and this fee is non-refundable.
  24. If joining as an individual (not sponsored by an employer), you understand that upon cancellation of your participation with Direct Care, you will be refunded any pre-paid membership fees remaining on your account calculated on a pro-rated basis from the date of cancellation. Any refund due will be issued within 30 days from the date of cancellation.
  25. You understand that some Treating Provider Services, including but not limited to after-hours visits (not during regular business hours), some labs, procedures, and medications, may require payment of an additional fee. These fees are subject to change without notice, but Treating Providers will always disclose any charges prior to rendering service.
  26. You understand that you are entirely responsible for any charges you as a Participant may incur related to health care services received outside of Direct Care including, but not limited to, other physicians, emergency rooms, hospitalization, diagnostic testing, specialty services and prescription medications.
  27. You acknowledge that Direct Care will not reimburse you for any charges you as a Participant incur for any care received from a provider that is not a Treating Provider, defined herein.
  28. You acknowledge, understand and agree that Direct Care IS NOT a health insurance plan, nor a substitute for health insurance.
  29. You acknowledge that Treating Providers and Direct Care encourages, but not requires, all Participants to have some type of health insurance plan to help pay for health care services obtained apart from a Treating Provider facilitated by Direct Care.
  30. You acknowledge and agree Direct Care DOES NOT participate in, or accept payment from, any health insurance plans; including but not limited to Medicare, Medicare Advantage plans, Medicaid, PPOs, HMOs or TriCare.
  31. You understand Direct Care cannot guarantee reimbursement for any services and resultant charges from any third-party health plans, including insurance plans and savings accounts (health savings or flexible spending).
  32. You acknowledge that if you elect to receive Additional Services including, but not limited to, diagnostic tests, labs, other physicians, medications, outside of a Treating Provider facilitated by Direct Care using a health insurance plan, including services that are ordered by a Treating Provider, you assume full responsibility for properly submitting appropriate insurance information and to pay for any associated costs.
  33. You hereby confirm that the Participant IS NOT currently enrolled in traditional Medicare (Parts A or B) plans.
  34. You understand that individuals enrolled in traditional Medicare (Parts A or B) ARE NOT eligible to become Direct Care Participants.
  35. You agree to notify Direct Care immediately if Participant becomes enrolled in traditional Medicare for any reason, including but not limited to age, disease or disability.
  36. You acknowledge and agree a Medicare beneficiary, or a legal representative during a time when the Medicare beneficiary requires emergency care services or urgent care services, cannot become a Participant or bind Direct Care to these Terms of Use
  37. You acknowledge and agree Direct Care or any Treating Provider IS NOT a contracted provider for any Medicare Advantage Plans and Services will not be covered by these plans.
  38. You agree to never seek reimbursement for payments made to Direct Care from Medicare or Medicare Advantage health plans and you agree to indemnify, defend and hold Direct Care harmless from and against any claim made against Direct Care as a result of your actions as a Participant.
  39. You acknowledge that that the Treating Provider, Direct Care, and you have an absolute and unconditional right to cancel your Participation at any time for any reason.
  40. You understand if your participation fees are unpaid 60 days after scheduled payment or billing date, your participation as a Participant may be cancelled.
  41. You understand to cancel your participation as a Participant you must provide Direct Care a written or verbal notice of cancellation and you understand that Direct Care participation fees will continue to be billed or auto-paid, if available, until Direct Care receives your notice of cancellation.
  42. In addition, you understand that your participation may be terminated at the sole discretion of a Treating Provider by providing you with written notice of cancellation. However, Direct Care will not terminate your membership on the basis of health status or medical conditions.
  43. You understand that if your participation with Direct Care is cancelled by you or Direct Care or a Treating Provider, you will still be responsible for any past-due balances owed – including participation fees or fess for Services.
  44. You acknowledge if you re-join Direct Care after a cancellation (actively or by lack of payment), you may be required to pay an additional “Re-Enrollment” fee in addition to other standard charges.
  45. You understand that under the Health Insurance Portability & Accountability Act of 1996 (“HIPAA”) and it’s subsequent regulations you have certain rights to privacy regarding your “protected health information” (herein referred to as “PHI).
  46. You have reviewed and understand Direct Care ’s Notice of Privacy Practices and you acknowledge it is available in printed form by request or for review online at: http://directcareforme.com/privacy-policy/.
  47. You acknowledge and agree that Direct Care will not receive or maintain any of your PHI and that the Treating Provider will keep your (the Participant’s) “PHI” confidential and private and in conformity with HIPAA.
  48. You understand that the Participant’s “PHI” can and will be used by Treating Providers to (i) conduct, plan and direct medical treatments and follow-up among the multiple healthcare providers who may be involved in that treatment directly and indirectly, and (ii) conduct normal healthcare operations such as quality assessments and physician certifications.
  49. You understand that any and all methods of correspondence may be used by the Treating Provider to generate information for the Participant’s medical records.
  50. You understand that Direct Care offers, but does not require, some forms of communication in discussion of  “PHI” that cannot reasonably be guaranteed to be fully secure.
  51. You acknowledge Direct Care will only use your contact information (phone numbers, email address, usernames, etc.) provided by you upon registration, “Authorization for Communications” form or in subsequent updates.
  52. You acknowledge that Direct Care advises the Participant against using employer owned or operated computers or email in communications with Direct Care and that Direct Care will not assume any responsibility or consequences created from use of employer-owned computers or email.
  53. You acknowledge Direct Care recommends Participants NOT communicate health information about sensitive health topics (such as sexually related activities, HIV/AIDS or substance abuse issues) through unsecured (internet-based or otherwise) means.
  54. You acknowledge when using electronic methods (email, website, etc.) the Participant should reasonably expect to hear a response within 24 hours during regular business hours. If the Participant has not received a response, the Participant should contact the Treating Provider by phone or another means of communication.
  55. You hereby agree not to hold Direct Care or the Treating Provider liable or accountable for any loss, injury, damages, costs, or expenses which are sustained or the result of any technical failures with respect to email or electronic services including, but not limited to, (i) technical failures attributable to any internet service provider, (ii) power outages, failure of any electronic messaging software, or failure to properly address e-mail messages, (iii) failure of Direct Care’s or the Treating Provider’s computers or computer network, or faulty telephone or cable data transmission, (iv) any interception of e-mail communications by a third party; or (v) Participant’s failure to comply with the Direct Care ’s guidelines regarding use of electronic communications set forth in this agreement.
  56. You acknowledge that email and other forms of online communication are not an appropriate means to discuss any potentially urgent or emergency medical needs or other time-sensitive issues and you should call 911 or visit nearest emergency room should you reasonably suspect a medical emergency.
  57. You acknowledge you have had an opportunity to have this Agreement reviewed by an attorney prior to signing this Agreement and that by signing this Agreement you represent you have had this Agreement reviewed by an attorney or you have waived your right to this review by an attorney.

Your signature below or your use of the Site indicates your acceptance of and agreement with the foregoing Terms of Use.

________________________________________ ­­________________________________________

Participant Date

For Physicians

TREATING PROVIDER AGREEMENT

This Treating Provider Agreement (the “Agreement”) is entered into by and among Direct Care For Me Corporation (“Direct Care For Me” or “Direct Care”) on the one hand and ____________ and ________________ (collectively referred to herein as “Physicians” or “Treating Providers”) on the other hand, effective the latter of the dates on which the Agreement is signed (the “Effective Date”).

Recitals

(i) Physicians (herein also referred to as “Treating Providers”) are independent medical practitioners;

(ii) Direct Care facilitates connections between participating persons (“Participants”) in need of Services (defined below) and Physicians/Treating Providers participating with Direct Care and certain healthcare providers and certain other healthcare services participating with Direct Care, which may include Direct Care participating healthcare providers (all collectively referred to herein as “Treating Provider(s)”). These connections facilitate Participants’ access to and payment for medical and healthcare services (“Healthcare Services”) and subject to certain terms and conditions, access to and payment for Treating Providers provision of online telehealth services (the “Telehealth Services”), which enable Participants to report their health history and engage Treating Providers to obtain Healthcare Services (“Healthcare Services” and “Telehealth Services” collectively defined herein as “Services”);

(iii) Direct Care desires to facilitate the connection between Treating Providers and Participants and Treating Providers agree to provide Services to Participants through Direct Care’s facilitation under the terms and conditions of this Agreement; and

(iv) Treating Providers desire to obtain the benefits of Direct Care’s facilitation and Direct Care desires to provide this facilitation to Treating Providers.

Now Therefore, in consideration of the above recitals and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Direct Care and Treating Providers agree as follows:

Agreement

1. Initial Term and Renewal. This Agreement will have an initial term of one (1) year from the Effective Date (the “Initial Term”) and will automatically renew for subsequent one (1) year periods after the expiration of the Initial Term and each subsequent one (1) year period (each a “Renewal Term” and, collectively with the Initial Term, the “Term”), unless earlier terminated as provided herein.

2. Provider Clinical Responsibilities. As a provider of direct primary care Services to Participants Treating Providers hereby agree to be responsible for and provide the following:

A. Primary Care

  • Provide one comprehensive physical exam per year to each Participant assigned to Treating Providers patient panel;
  • Provide Participants with other primary care services as requested, such as immunizations, at usual and customary fee schedule; and
  • Treating Providers will be available to Participants twenty four hours per day, seven days per week for a total of no less than 330 days per year, unless Treating Provider is a sole practitioner and in which case the Treating Provider will advise Treating Provider’s Participants of the hours Treating Provider will not be available; and
  • Treating Provider will agree to see Participant in office the same day or during the next business day after Participant calls for an appointment.

B. Telemedicine

  • Conduct patient encounters over telemedicine platform, when available, with Participants who request it for an additional fee.
  • Maintain a patient record for telemedicine encounters in accordance with medical standards of practice and in compliance with all laws regarding patient privacy, confidentiality, informed consent and record keeping.

C. Without limiting the generality of the undertakings set forth in this Agreement, Treating Providers agree to:

  • Maintain Treating Providers’ own office space, office facilities, medical equipment, and competent personnel, as required;

  • Bear the entire cost and expense of providing Treating Providers’ Services and conducting activi­ties hereunder;

  • Abide by any policies, rules and regulations for Treating Providers, which Direct Care may from time to time adopt and communicate to Treating Providers;

  • Facilitate advertisement of Direct Care in Treating Providers’ offices and on Treating Providers’ Internet Site;

  • Forward promptly to Direct Care for attention and handling all inquiries received by Treating Providers from potential Direct Care Participants; and

  • Pay and report, as applicable, all local, state and federal income tax withholding, social security taxes, and such other taxes as may be required with respect to fees received by Treating Providers for Services provided in connection with this Agreement; Treating Providers will indemnify and hold Direct Care harmless for any and all tax liability associated with Treating Providers’ failure to comply with Treating Providers’ obligations as independent Treating Providers.

B. Treating Providers will not:

  • Accept orders, enter into contracts or commitments on behalf of or in the name of Direct Care or bind Direct Care in any way whatsoever;

  • Sign Direct Care’s name to any commercial paper, contract or other instrument;

  • Contract any debt or enter into any agreement, either express or implied, binding Direct Care to the payment of money or in any other regard;

  • Receive or make payments for and on behalf of Direct Care;

  • During the term of this agreement, engage anywhere, either directly or indirectly in the sale of any services or products that will compete with any of the services or products Direct Care is capable of providing;

  • During the term of this Agreement and for 12 months thereafter, Treating Providers will not solicit for Services from any Participant or potential Participant that Treating Providers became aware of during the term of this Agreement;

  • Transfer, pledge or assign this Agreement or any part thereof or interest therein, or any fees due or to become due to Treating Providers in connection with this Agreement without first obtaining, in each instance, Direct Care’s prior written consent;

  • Use any stationery, forms or printed material of any kind on which Direct Care’s name appears or is intended to be inserted, without first obtaining, in each instance, Direct Care’s prior written consent; or

  • Make any changes in Direct Care’s fees, nor make any allowances or adjustments in accounts without first obtaining in each and every instance, Direct Care’s prior written consent.

3. Compensation. During the Term of this Agreement, Participants will compensate Treating Providers on a per Participant per month basis. The Treating Providers shall be paid within 5 days prior to the end of each month for the previous month and compensated amount will not be subject to withholding taxes and other employment taxes, all of which Treating Providers will be responsible for paying. Treating Providers will be responsible for all payroll and other state or federal income, social security, franchise, and any other taxes (collectively, “Taxes”).

4. Direct Care For Me GPO Signing Authority. Direct Care For Me has the right and authority to, and hereby does, assign to Treating Providers all agreements necessary for Treating Providers to gain access to Direct Care’s benefits including, without limitation, Group Purchasing Organization (“GPO”) agreements and other agreements for Services as agreed to from time to time. Treating Providers have the right to seek legal counsel to review this Agreement and any other contracts, agreements, or terms of use (collectively, “Group Agreement(s)”), hereby assigned to Treating Providers, prior to signing this Agreement or any Group Agreement. By signing this Agreement, Treating Providers hereby certify Treating Providers have had legal counsel review this Agreement or Treating Providers hereby waive Treating Providers’ right to do this. Under no circumstances will Treating Providers be deemed to have received any legal advice from Direct Care or its legal counsel, directors, officers or employees concerning this Agreement or any Group Agreement. Treating Providers’ sole relief under this Agreement or any Group Agreement is for Treating Providers to terminate this Agreement or any Group Agreement under the terms of this Agreement of or any Group Agreement. Termination of this Agreement by either party for any reason will be deemed to be termination of all Group Agreements as well.

5. Indemnification. Treating Providers will indemnify, defend, and hold Direct Care harmless from and against any claims arising as a result of Treating Providers’ involvement with Direct Care including, without limitation, (i) this Agreement, (ii) any Group Agreement hereby assigned by Direct Care to Treating Providers, (iii) any Services Treating Providers or Treating Providers’ subcontractor provides to Participants, (iv) any alleged violation of the Health Insurance Portability and Accountability Act and any amendments thereto (“HIPAA”) or other healthcare laws and regulations by Treating Providers or any of Treating Providers’ subcontractors, and (v) failure to pay any income or other Taxes. Further, Treating Providers shall indemnify, defend and hold harmless Direct Care and Direct Care’s directors, officers, employees, agents and subsidiaries, from and against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees and costs) arising from third party claims resulting from Treating Providers’ failure to perform Treating Providers’ obligations under this Agreement, and/or the Treating Providers violation of any law, statute, ordinance, order, standard of care, rule or regulation.

6. Medicare. If Participant is enrolled in Medicare, neither Participant nor Treating Providers nor Direct Care will seek reimbursement from Medicare for the medical services received from Treating Providers (this will not prevent Participant from receiving current or future Medicare benefits from non-Direct Care Treating Providers).

7. Treating Provider Non-discrimination. Treating Providers shall provide Services to Participants in a manner similar to and within the same time availability in which Treating Providers provide healthcare services to any other individual. Treating Providers will not differentiate, or discriminate against any Participants as a result of Treating Providers involvement with Direct Care, or because of race, color, creed, national origin, ancestry, religion, sex, marital status, age, disability, payment source, state of health, need for health services, status as a litigant, status as a Medicare or Medicaid beneficiary, sexual orientation, or any other basis prohibited by law. Treating Providers shall not be required to provide any type, or kind of Services to Participants that Treating Providers do not customarily provide to other patients.

8. Publication and Use of Treating Provider Information. Treating Providers agree that Direct Care or its designees may use, publish, disclose, and display, either directly or through a third party, information related to Treating Providers, including but not limited to demographic information, information regarding credentialing and affiliations, performance data, rates, and any other information related to Treating Providers.

9.  Use of Symbols and Marks. Neither party to this Agreement shall publish, copy, reproduce, or use in any way the other party’s symbols, service mark(s) or trademark(s) without the prior written consent of such other party. Notwithstanding the foregoing, the parties agree that they may identify Treating Providers as Treating Providers

10. Payment in Full and Hold Harmless

A. Treating Providers hereby agree that in no event, including but not limited to, nonpayment, insolvency or breach of this Agreement by Direct Care, requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall the Treating Providers bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Participants or persons other than Treating Providers’ subcontractors for Services provided to Participants in accordance with this Treating Provider Agreement.

11. Treating Provider Subcontractors. Treating Providers may provide some of Treating Providers’ Services through subcontractors (the “Subcontractor(s)”). Treating Providers will assure the compliance of Treating Providers’ Subcontractors with the terms and conditions of this Agreement including, but not limited to, the Payment in Full and Hold Harmless provisions of Section 10 and the Indemnification provisions of Section 5. Treating Providers shall be solely responsible to pay Subcontractors for any Health Services Treating Providers’ Subcontractors provide. If Direct Care For Me has a direct contract with a Subcontractor (“Subcontractor Direct Contract”), the Subcontractor Direct Contract shall prevail over this Agreement, if there is any conflict between the Subcontractor Direct Contract and this Agreement. In any subcontract agreement entered into between Treating Providers and any Subcontractor for the provision of Services to Participants, Treating Providers shall include the following hold harmless section: Subcontractor hereby agrees that in no event, including but not limited to, non-payment by Treating Providers, or Treating Providers’ insolvency or Subcontractor’s breach of any subcontract agreement or arrangement with Treating Providers, will Subcontractor bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Participants or persons or entities other than Treating Providers for Services provided as a subcontractor of Treating Providers. Subcontractor further agrees that (i) this section shall survive the termination of any Subcontractor agreement or arrangement with Treating Providers regardless of the cause giving rise to such termination and shall be construed to be for the benefit of the Participants and (ii) this section supersedes any oral or written agreement to the contrary now existing or hereafter entered into between Subcontractor and the Participants or persons acting on the Participants’ behalf.

12. Compliance with Healthcare Laws and Regulations. Treating Providers will comply with all healthcare laws and regulations as those may change from time to time.

13. Adjustments for Incorrect Payments. When Treating Providers receive an excessive or mistaken payment, the Treating Providers will promptly notify Direct Care For Me and reimburse the appropriate entity within thirty (30) days. Direct Care For Me may recover the overpayment through remittance adjustment or other recovery action.

14. Treating Provider’s Inability to Carry Out Duties. Treating Providers shall promptly send written notice, in accordance with the Notice section of this Agreement, to Direct Care For Me of:

A. Any legal, governmental, or other action involving Treating Providers which could materially impair the ability of Treating Providers to carry out Treating Providers’ duties and obligations under this Agreement, except for temporary emergency diversion situations;

B. Any change in accreditation, Treating Providers affiliation, insurance, licensure, certification or eligibility status, or other relevant information regarding Treating Providers’ practice or status in the medical community; o

C. Any change in Treating Providers’ business address.

15. Cost Effective Appropriate Care. Treating Providers shall provide Services in the most cost effective, clinically appropriate setting and manner.

16. Proprietary Information. Except as otherwise provided herein, all information and material provided by either party hereto in contemplation of or in connection with this Agreement remains proprietary to the disclosing party. This Agreement, including but not limited to Direct Care For Me Rates, is Direct Care For Me’s proprietary information. Neither party shall disclose any information proprietary to the other, or use such information or material except: (i) as required to perform obligations hereunder or the Services; (ii) upon the express written consent of the parties; or (iii) as required by law or regulation; except that, either party may disclose such information to its legal advisors, lenders and business advisors, provided that such legal advisors, lenders and business advisors agree to maintain confidentiality of such information. Treating Providers will Maintain as the confidential and proprietary information of Direct Care (collectively, “Confidential Information”) all Confidential Information Treating Providers learn or otherwise come in contact with in connection with this Agreement including, without limitation, any Confidential Information Treating Providers contribute to as the result of this Agreement and Treating Providers hereby acknowledge and agree that all Confidential Information will be the property of Direct Care and Treating Providers hereby assign to Direct Care any rights Treating Providers may be deemed to have in the Confidential Information including, without limitation, any moral rights; further Treating Providers agree and acknowledge that because of the unique and extraordinary nature of the Confidential Information, any breach or threatened breach of any term of this Agreement will cause irreparable harm to Direct Care for which there will be no adequate remedy at law; therefore, Direct Care will be entitled to injunctive relief, specific performance, and other equitable relief for any breach or threatened breach of this Agreement by Treating Providers; and resort by Direct Care to any such equitable relief will not be deemed to waive or limit in any respect any other right or remedy which Direct Care may have with respect to Treating Providers’ breach or threatened breach of any term of this Agreement;

17. Network Treating Provider/Patient Discussions. Treating Providers shall freely communicate with Participants regarding the individual treatment options available to them, including alternative medications. Medical management decisions by Treating Providers must be based on sound clinical judgments and the appropriateness of care and services. Nothing in this Agreement is intended to require Treating Providers to deny or withhold Services to Participants that Treating Providers know to be medically necessary and appropriate. Notwithstanding any other provision in this Agreement and regardless of any benefit or coverage exclusions or limitations associated with a Participant’s health benefit plan, Treating Providers shall not be prohibited from discussing fully with a Participant any issues related to the Participants’ health including recommended treatments, treatment alternatives, treatment risks and the consequences of any benefit coverage or payment decisions made by any other party. Nothing in this Agreement shall prohibit Treating Providers from disclosing to the Participants the general methodology by which Treating Providers are compensated under this Agreement.

18. Transfer of Medical Records. Treating Providers shall share a Patient’s medical records, and forward medical records and clinical information in a timely manner to other health care providers or other Treating Providers treating a Participant, at no cost to Direct Care For Me.

19. Relationship of the Parties. For purposes of this Agreement, Direct Care For Me and Treating Providers are and will be and act at all times as independent entities. Nothing in this Agreement shall be construed, or be deemed to create, a relationship of employer or employee or principal and agent, joint venture, or any relationship that authorizes Treating Providers to transact any business in Direct Care’s name or on behalf of Direct Care in any form, or that Direct Care agrees in any way to authorize Treating Providers to make any promises or representations on behalf of Direct Care, or any relationship other than that of independent entities agreeing with each other to participate with each other in connection with Treating Providers providing Services for Participants as contemplated by this Agreement. In no way shall Direct Care For Me be construed to be a Treating Provider of Services or responsible for the provision of or payment for such Services. Treating Providers will be solely responsible to the Participants for treatment and medical care with respect to the provision of Services and Participants will be solely responsible for paying Treating Providers for Services.

20.  Direct Care For Me. Treating Providers hereby expressly acknowledge Treating Providers’ understanding that this Agreement constitutes an arrangement between Treating Providers and Direct Care under which Direct Care will facilitate Treating Providers’ payment for Services Treating Providers provide to Participants. Treating Providers further acknowledge and agree that Treating Providers have relied upon its own decision making procedures to determine whether or not to enter into this Agreement. Treating Providers have not entered into this Agreement based upon representations by Direct Care For Me or any other person or entity.

21. Contracting Party. If Treating Providers are a partnership, corporation, or any other entity other than an individual, all references herein to “Treating Providers” shall also mean and refer to each individual within such entity who is employed by Treating Providers, and who has applied for and been accepted by Direct Care For Me as a Treating Provider.

22. Limitation of Liability. Regardless of whether there is a total and fundamental breach of this Agreement or whether any remedy provided in this Agreement fails of its essential purpose, in no event shall Direct Care be liable for any amounts representing loss of revenues, loss of profits, loss of business, the multiple portion of any multiplied damage award, or incidental, indirect, consequential, special or punitive damages, whether arising in contract, tort (including negligence), or otherwise regardless of whether Direct Care has been advised of the possibility of such damages, arising in any way out of or relating to this Agreement. Further, in no event shall Direct Care be liable to Treating Providers for any extra contractual damages relating to any claim or cause of action assigned to Treating Provider by any person or entity. Treating Providers’ sole remedy with respect to this Agreement for any breach by Direct Care will be to terminate this Agreement as provided herein.

23. Period of Limitations. Neither party hereto shall commence any action at law or equity, against the other to recover on any legal or equitable claim arising out of this Agreement more than one year after the events which gave rise to such claim. The deadline for initiating an action shall not be tolled by the appeal process, or any other administrative process.

24. Termination Without Cause. Subject to the continuance of care provisions of this Agreement, either party may terminate this Agreement or Treating Providers’ participation in a Group Agreement without cause at any time by giving at least thirty (30) days prior written notice of termination to the other party; provided that, except for circumstances giving rise to the Termination With Cause Section, if either party fails to comply with or perform when due any material term or condition of this Agreement, the other party shall notify the breaching party of its breach in writing stating the specific nature of the material breach, and the breaching party shall have thirty (30) days to cure the breach. If the breach is not cured within said thirty (30) day period, the non-breaching party may terminate this Agreement by providing written notice of such termination to the other party. The effective date of such termination shall be no sooner than thirty (30) days after such notice of termination.

25. Termination With Cause. This Agreement may be terminated immediately by Direct Care For Me if:

A. Treating Providers commit any act or conduct for which Treating Providers’ license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations or to provide Services are lost or voluntarily surrendered in whole or in part; or

B. Treating Providers commit a fraud or make any material misstatements or omissions on any documents related to this Agreement which it submits to Direct Care For Me or to a third party; or

C. Treating Providers file for bankruptcy, or makes an assignment for the benefit of its creditors, or if a receiver is appointed; or

D. Treating Providers’ insurance coverage as required by this Agreement lapses for any reason; or

E. Treating Providers fail to maintain compliance with any Direct Care For Me credentialing standards or other applicable standards of participation; or

F. Direct Care For Me reasonably believes based on Treating Providers’ conduct or inaction, or allegations of such conduct or inaction, that the well-being of Participants may be jeopardized; or

G. Treating Providers have been abusive to a Participants, or a Direct Care For Me employee or representative; or

H. Treating Providers and/or Treating Providers’ employees, contractors, subcontractors, or agents are identified as ineligible persons on the General Services Administration list of Parties Excluded from Federal Programs and/or HHS/OIG List of Excluded Individuals/Entities, and in the case of an employee, contractor, subcontractor or agent fails to remove such individual from responsibility for, or involvement with, the Treating Providers’ business operations related to this Agreement; or

I. Any Treating Providers are convicted of a felony or misdemeanor.

This Agreement may be terminated immediately by Treating Providers if:

A. Direct Care For Me commits any act or conduct for which its license(s), permit(s), or approval(s) necessary for business operations are lost or voluntarily surrendered in whole or in part; or

B. Direct Care For Me commits a fraud or makes any material misstatements or omissions on any documents related to this Agreement which it submits to Treating Provider or to a third party; or

C. Direct Care For Me files for bankruptcy, or if a receiver is appointed; or

Direct Care For Me reserves the right to terminate individual Treating Providers under the terms hereof while continuing the Agreement for one or more Treating Providers in a group.

Notwithstanding any other provision in this Article 25 to the contrary, if the Treating Providers terminate the Agreement for any reason, the Treating Providers shall give Direct Care For Me at least sixty (60) days advance notice of termination

Transactions Prior to Termination. Termination shall have no effect on the rights and obligations of the parties arising out of any transaction occurring prior to the date of such termination.

26. Continuance of Care-Termination. Unless otherwise required by statute or regulation, Continuance of Care-Termination shall apply as follows: Treating Providers shall, upon termination of this Agreement for reasons other than the grounds set forth in the “Termination With Cause” section of this Agreement, continue to provide and be compensated for Services rendered to Participants under the terms and conditions of this Agreement until the earlier of ninety (90) days or such time that: (1) the Participants have completed the course of treatment and if applicable, was discharged; or (2) reasonable and medically appropriate arrangements have been made for another Treating Provider to render Health Services to the Participants. Notwithstanding the foregoing, for Participants who: (i) have entered the second or third trimester of pregnancy at the time of such termination, or (ii) are defined as terminally ill under § 1861 (dd) (3) (A) of the Social Security Act at the time of such termination, this continuance of care section and all other provisions of this Agreement shall remain in effect for such pregnant Participants through the provision of postpartum care directly related to their delivery, and for such terminally ill Participants for the remainder of their life for care directly related to the treatment of the terminal illness.

27. Survival. In the event of termination of the Agreement, the following provisions shall survive:

A. Publication and Use of Treating Providers’ Information (Section 8) excluding transparency information.

B. Payment in Full and Hold Harmless (Section 10);

C. Adjustments for Incorrect Payments (Section 13);

D. Proprietary Information (Article 16);

E. Indemnification and Limitation of Liability (respectively, Articles 5 and 24); and

F. Continuance of Care-Termination (Section 26).

28. Amendment. Direct Care For Me retains the right to amend this Agreement, the Direct Care For Me Rates, or any attachments, or addenda, or any Treating Provider manual furnished by Direct Care, by providing Treating Providers with a written copy of the applicable portion of the amendment. If Treating Providers are unwilling to accept the amendment, Treating Providers may terminate this Agreement by giving Direct Care For Me written notice of termination within thirty (30) calendar days after the marked date associated with the corresponding delivery method of the amendment, and such termination shall become effective thirty (30) calendar days after the expiration of this thirty (30) calendar day period without the amendment taking effect. If Treating Providers do not give Direct Care For Me notice of termination within this thirty (30) calendar day period, then the amendment will become effective upon the expiration of this thirty (30) calendar day review period.

29. Assignment. This Agreement shall be binding upon and inure to the benefit of the respective legal successors and assignees of the parties. However, neither this Agreement, nor any rights or obligations hereunder may be assigned, either by operation of law or otherwise, transferred in whole or in part, without the prior written consent of the other party, except that Direct Care For Me retains the right to assign, either by operation of law or otherwise, transfer in whole or in part, this Agreement to an affiliate or to delegate any rights or obligations under this Agreement to a designee.

30. Scope/Change in Status. Treating Providers shall provide Direct Care For Me with thirty (30) days prior written notice of:

A. A change in Treating Providers who are part of any Treating Providers group, if applicable. Any new Treating Providers must meet Direct Care For Me’s credentialing standards prior to being designated as a Direct Care Treating Provider; or

B. Any new physical location, tax identification number, mailing address or similar demographic information.

31. Entire Agreement. This Agreement (including items incorporated herein by reference) constitutes the entire understanding between the parties and supersedes all prior oral or written agreements between them with respect to the matters provided for herein. If there are any conflicts between any of the provisions of this Agreement and any Treating Provider manual furnished by Direct Care, this Agreement will take precedence.

32. Force Majeure. Neither party shall be deemed to be in violation of this Agreement if such party is prevented from performing any of its obligations hereunder for any reason beyond prevented party’s reasonable control, including without limitation, acts of God, acts of any public enemy, floods, statutory or other laws, regulations, rules, or orders of the federal, state, or local government or any agency thereof.

33. Compliance with Federal and State Laws. Direct Care For Me and Treating Providers agree to comply with all requirements of the law relating to their obligations under this Agreement, and maintain in effect all permits, licenses and governmental and board authorizations and approvals as necessary for business operations. Treating Providers agree that Treating Providers shall be and remain licensed and certified (including Medicare certification in unqualified, unrestricted status) in accordance with all state and federal laws and regulations (including those applicable to utilization review and Claims payment) relating to the provision of Treating Providers’ Services to Participants. Treating Providers shall supply evidence of such licensure, compliance and certifications to Direct Care For Me upon request. Treating Providers further agree to immediately notify Direct Care For Me if Treating Providers lose or voluntarily surrender such licensure, accreditation, permits, authorizations or approvals, or when applicable no longer meets Direct Care For Me’s credentialing standards. From time to time legislative bodies, boards, departments or agencies may enact, issue or amend laws, rules, or regulations pertinent to this Agreement. Both parties agree to immediately abide by all said laws, rules, or regulations to the extent applicable, and to cooperate with the other party to carry out any responsibilities placed upon the other party by said laws, rules, or regulations, subject to the other’s right to terminate as set forth under this Agreement. In the event of a conflict between this section and any other provision in this Agreement, this section shall control. In addition to the foregoing, Treating Providers warrant and represent that at the time of entering into this Agreement, neither Treating Providers nor any of Treating Providers’ employees, contractors, subcontractors or agents are ineligible persons identified on the General Services Administrations’ List of Parties Excluded from Federal Programs (available through the internet at http://www.epls.gov/ or its successor) and the HHS/OIG List of Excluded Individuals/Entities (available through the internet at http://www.oig.hhs.gov/fraud/exclusions.asp or its successor), or as otherwise designated by the Federal government. If Treating Providers or any employees, subcontractors or agents thereof becomes an “ineligible person” after entering into this Agreement or otherwise fails to disclose Treating Providers “ineligible person” status, Treating Providers shall have an obligation to (1) immediately notify Direct Care For Me of such “ineligible person” status and (2) within ten (10) days of such notice, remove such individual from responsibility for, or involvement with, the Treating Providers’ business operations related to this Agreement.

34. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Tennessee, unless federal law otherwise preempts such state laws.

35. Intent of the Parties. It is the intent of the parties that this Agreement is to be effective only in regards to their rights and obligations with respect to each other; it is expressly not the intent of the parties to create any independent rights in any third party or to make any third party a third party beneficiary of this Agreement, except to the extent specified in the Payment in Full and Hold Harmless section of this Agreement.

36. Non-Exclusive Participation. None of the provisions of this Agreement shall prevent Treating Provider from participating in or contracting with any provider, preferred provider organization, health maintenance organization/health insuring corporation, or any other health delivery or insurance program. Treating Providers acknowledge that Direct Care does not warrant or guarantee that Treating Providers will be utilized by any particular number of Participants.

37. Notice. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be delivered by electronic mail, by facsimile, by hand, or by mail. Unless specified otherwise in writing by a party, Direct Care For Me shall send Treating Providers notice to an address that Direct Care For Me has on file for Treating Providers, and notice initiated by Treating Providers shall be sent to Direct Care For Me’s address as set forth on the signature page. Notice shall be effective upon the marked date associated with the corresponding delivery method noted above.

38. Severability. In case any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the remaining provisions shall be construed liberally in order to effectuate the purposes hereof, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If one or more provisions of the Agreement are invalid, illegal or unenforceable and an amendment to the Agreement is necessary to maintain its integrity, the parties shall make commercially reasonable efforts to negotiate an amendment to this Agreement and any attachments or addenda to this Agreement that could reasonably be construed not to contravene such statute, regulation, or interpretation. In addition, if such invalid, unenforceable or materially affected provision(s) may be severed from this Agreement and/or attachments or addenda to this Agreement without materially affecting the parties’ intent when this Agreement was executed, then such provision(s) shall be severed rather than terminating the Agreement or any attachments or addenda to this Agreement.

39. Waiver. Neither the waiver by either of the parties of a breach of any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasion, to enforce any of the provisions of this Agreement, shall thereafter be construed as a waiver of any subsequent breach of any of the provisions of this Agreement.

40. Abandonment. Nothing herein shall be construed as authorizing or permitting Treating Providers to abandon any patient.

41. Authority. Each party warrants that it has full power and authority to enter into this Agreement and the person signing this Agreement on behalf of either party warrants that he/she has been duly authorized and empowered to enter into this Agreement.

In Witness of Treating Providers’ agreement with the forgoing, Treating Providers have signed this Agreement on the date indicated by Treating Providers’ signature

 

 

Treating Providers’ Signature: _________________________________ Date: _______________

 

Treating Providers’ E-mail address: ____________________________________________________

 

Accepted by

 

Direct Care For Me Corporation: ___________________________________ Date: ________________

 

 

Exhibit A

Direct Primary Care Fees

Individual

Patient cost                                     Physician receives

$73.25                                             $65.00

Family Plan

Family cost                                Physician receives

$135.00                                        $120.00

Initial Exam Fee (individual)

Patient cost                              Physician receives

$200.00                                        $100.00

Initial Exam Fee (family)

Family cost                      Physician receives

$200.00                                         $100.00

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