AGREEMENT
This Joint Venture Agreement is made effective this 9th day of December,
1997, by and between Synergy Business Services, Inc., ("Synergy"), a Texas
corporation with offices at 0000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 and
PartnerCare, Inc. ("PCI"), a New York corporation, with offices at 000 Xxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx 00000.
WHEREAS, Synergy is in the business of consulting in the health field
regarding managed care revenue enhancement and other similar allied enterprises,
and
WHEREAS, Synergy provides consultation services in the healthcare industry,
and
WHEREAS, PCI is desirous of obtaining the services of Synergy on a private
label basis, and Synergy is desirous is performing its services for PCI, and
WHEREAS, Synergy, in furtherance of its obligations, pursuant to the terms
of this Agreement will seek to assist PCI to provide its services for accounts
which will become exclusive accounts of PCI for PCI's services or products.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Synergy agrees to
provide its services for PCI as follows:
1. Services Provided By Synergy
a. Review Hospital agreements with payors and managed care companies to assess
performance requirements.
b. Review Hospital claims to ensure that anticipated revenues on those claims
reviewed are actually being generated pursuant to the agreement with the
payor.
c. Conduct claims audits to determine whether Hospita's reimbursement is
consistent with its billing and in accordance with its agreement with
payors.
d. Identify and recover charges subsequent to the presentation of the
Hospital's final xxxx to the payor, as well as review previously submitted
claims.
e. Negotiate any and all settlements. Hospital shall only have the right to
approve or disapprove of the settlement amount, which approval or
disapproval shall not be unreasonably withheld.
f. Be responsible for all payor communications, correspondences and follow-up
pertaining to the collection of all monies owed to PartnerCare hospital
clients.
g. PCI shall provide Synergy with an "800" toll-free number which shall be
noted on all billing and collection documents. Synergy personnel shall
respond to the "800" number and respond to all communications as a
representative of PCI.
h. Synergy shall not xxxx patients directly, unless written approval is
obtained by PCI.
i. Since Synergy will be private labeled, all communication with PCI
clients and hospital payors shall not reference Synergy. PCI
letterheads, stationary and name shall always be referenced as the
company providing services pursuant to the contracts with its hospital
clients.
2. Compensation.
PCI shall compensate Synergy for the Services provided as follows:
A. Synergy shall be entitled to seventeen and a half (17.5%) percent of
the cash received by PCI for services provided. Payments to Synergy
shall be made on the 10th of each month following the month that
cleared funds have been received by PCI. PCI shall be responsible to
make payments to Synergy as called for in this Agreement.
B. All billing to Hospital's Payors and to patients shall identify PCI as
the billing agent for Hospital and shall utilize a designated PO Box
address for purposes of payment to reduce the clerical demands on
Hospital's personnel. All payments received by PCI shall be retained
in a lock-box account. PCI will post all payments promptly so as to
eliminate, wherever possible, unnecessary re-billing and follow-up on
claims previously paid. PCI shall also report payments directly
received to the Hospital via facsimile on a monthly basis.
3. Term of Agreement:
A. This Agreement shall have an initial term of twelve (12) months from
the date hereof.
B. Despite anything to the contrary contained in this Agreement
hereunder, PCI may terminate this Agreement if any of the following
events occur.
1. Failure to Follow Instructions. PCI can terminate this Agreement
in the event Synergy fails to follow PCI's instructions. PCI must
advise Synergy that its actions or inactions are unacceptable and
give Synergy a reasonable time to comply. If Synergy fails to
comply, or a later time makes the same unacceptable action or
inaction, it may be terminated hereunder by PCI's service of
"Notice of Termination" to Synergy.
2. Breach of Synergy's Duties. PCI can terminate this Agreement in
its sole judgment.
3. Notice of Breach: Any party claimed to have breached or defaulted
under this Agreement shall be notified of such breach or default
in writing by certified mail, return receipt requested, at the
address listed below, and shall have thirty (30) days from the
date of receipt of such notice to cure such breach.
C. Post Termination payments to Synergy. Payments due to Synergy shall
continue as long as PCI receives cash based on this Agreement in which
Synergy has performed work on PCI clients.
5. Nondisclosure of Confidential Information.
In consideration of each party entering into this Agreement, each party
agrees that the following items used in their respective businesses are secret,
confidential, unique and valuable, were developed by each party at great cost
and over a long period of time, and disclosure of any of the items to anyone
other than each party's officers, agents, or authorized employees will cause the
other party irreparable injury;
A. Non-public financial information and other information, accounting
information, plans of operations, possible mergers or acquisitions
prior to the public announcement;
B. Customer lists, call lists, and other confidential customer data;
C. Memoranda, notes and records concerning the technical processes
conducted by Synergy; and
D. Sketches, plans drawings, and other confidential research and
development data.
E. Any other data, lists, processes, etc. that are shared in confidence
between the parties.
F. All client work products that are developed and used by Snyergy in
order to perform services for PCI accounts shall be the property of
PCI. Such work should enable PCI to follow-up on its clients claims in
the event of a default or expiration of this agreement.
6. Best Efforts Basis.
Synergy agrees that it will at all times faithfully and to the best of its
experience, ability and talents, perform all the duties that may be required of
and from Synergy, pursuant to the terms of this Agreement. Synergy does not
guarantee that its efforts will have any impact on PCI's business or that any
subsequent financial improvement will result from Synergy's efforts.
7. Place of Services.
Services contemplated to be performed by Synergy or its agents will be
performed through Synergy's offices and at hospitals designated by PCI.
8. Exclusive Services.
a. Synergy acknowledges that the services provided under this Agreement
are exclusive in nature for the hospitals contracting with PCI.
b. Synergy and PCI shall enter into a non-circumvention/non-disclosure
agreement attached hereto and made a part hereof.
9. All Prior Agreements Terminated.
This Agreement constitutes the entire understanding of the parties, and all
prior agreements with respect thereto are hereby terminated and shall be of no
force or effect.
10. Representations and Warranties of PCI.
PCI hereby represents and warrants to Synergy that:
A. Corporate Existence. PCI is a corporation duly organized and validly
existing, under the laws of the State of New York, with corporate
power to own property and carry on its business as it is now being
conducted.
B. Authority. This Agreement constitutes a valid and binding obligation
of the PCI.
C. No Conflict. This Agreement has been duly executed by PCI and the
execution and performance of this Agreement will not violate, or
result in a breach of, or constitute a default in any agreement,
instrument, judgment, decree, or order to which PCI is a party or to
which PCI is subject, nor will such execution and performance
constitute a violation or conflict of any fiduciary duty to which PCI
is subject.
11. Representations and Warranties of Synergy.
Synergy hereby represents and warrants as follows:
A. Corporate Existence. Synergy is a corporation duly organized and
validly existing, under the laws of the State of Texas, with corporate
power to own property and carry on its business as it is now being
conducted.
B. Authority. This Agreement constitutes a valid and binding obligation
of Synergy.
C. Prior Experience. Synergy has extensive experience in the areas of the
services it is to perform hereunder and has performed the services
contemplated by this Agreement for the benefit of other companies.
D. Information. No representation or warranty contained herein, nor a
statement in any document, certificate or schedule furnished or to be
furnished, pursuant to this Agreement by Synergy, or in connection
with the transaction contemplated hereby, contains or contained any
untrue statement of material fact to the best of Synergy's knowledge.
E. Inside Information Securities Laws Violations. In the course of the
performance of his duties, Synergy may become aware of information
which may considered "inside information" within the meaning of the
Federal Securities Laws, Rules and Regulations. Synergy acknowledges
that its use of such information to purchase or sell securities of
PCI's parent company, Juniper Group, Inc. or its affiliates, or to
transmit such information to any other party with a view to buy, sell,
or otherwise deal in PCI's securities, is prohibited by law and would
constitute a breach of this Agreement and notwithstanding the
provisions of this Agreement.
F. No Restrictions. There is no pending or threatened suit, action, or
legal, administrative arbitration or other proceeding of claim by any
governmental agency, whether federal, state, local or foreign, against
Synergy or any individual or entity which Synergy controls, is
controlled by, or is under common control with, which adversely, or
might adversely, effect Synergy's ability to provide the services set
forth herein.
Synergy's performance of the services hereunder is not in violation of any
law, statute or regulation of any governmental authority, whether federal,
state, local or foreign, or any of the terms, conditions, or provisions of any
judgment, order, injunction, decree or ruling of any court or governmental
authority, whether federal, state, local or foreign.
Synergy has all requisite licenses, authorizations and consents, if any,
necessary to perform the services hereunder.
G. Subsequent Events. Synergy will notify PCI if, subsequent to the date
hereof, either party incurs obligations which could compromise its
efforts and obligations under this Agreement.
12. Miscellaneous.
A. Amendment. This Agreement may be amended or modified at any time and
in any manner, but only by an instrument in writing executed by the
parties hereto.
B. Waiver. All the rights and remedies of either party under this
Agreement are cumulative and are not exclusive of any other rights and
remedies provided by law. No delay or failure on the part of either
party in the exercise of any right or remedy arising from a breach of
this Agreement shall operate as a waiver of any subsequent right or
remedy arising from a subsequent breach of this Agreement. The consent
of any party where required hereunder to any act or occurrence shall
not be deemed to be a consent to any other act of occurrence.
C. Dispute Resolution. Any controversy or claim arising out of or
relating to this Agreement, or the breach hereof, shall be settled by
binding arbitration to be held in New York, New York, in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association, currently in effect. The costs of which shall be shared
equally by both parties. Any Arbitration award can be enforced in the
Courts of New York.
D. Assignment:
( i) Neither party to this Agreement shall assign any right created
by it without the prior written consent of the other;
(ii) Nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties and their
successors, any rights or remedies under this Agreement.
E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party, when
deposited in the United States mails for transmittal by certified or
registered mail postage prepaid, or when deposited with a public
telegraph company for transmittal or when sent by facsimile
transmission, charges prepared, provided that the communication is
addressed:
( i) In the case of Synergy to:
SYNERGY
0000 Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn.: Xxxxxxx X. Xxxxx, Esq.
President
(ii) In the case of PCI to:
PARTNERCARE, INC.
000 Xxxxx Xxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn.: Xxxxxxx X. Xxxxxxx
President
or to such other person or address designated by the parties to receive
notice.
F. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any heading
and the text of this Agreement, the text shall control.
G. Entire Agreement. This instrument and the exhibits to this
instrument contain the entire Agreement between the parties with
respect to the transaction contemplated by the Agreement. It may
be executed in any number of counterparts, but the aggregate of
the counterparts together constitute only one and the same
instrument.
H. Effect of Partial Invalidity. In the event that any one or more
of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall
not affect any other provisions of this Agreement, but this
Agreement shall be constructed as if its never contained any such
invalid, illegal or unenforceable provisions.
I. Controlling Law. The validity, interpretation, and performance of
this Agreement shall be controlled by and construed under the
laws of the State of New York, the state in which this Agreement
is being executed.
J. Attorney's Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be
entitled to recover actual attorney's fees from the other party.
The attorney's fees may be ordered by the court in the trial of
any action described in this paragraph or may be enforced in a
separate action brought for determining attorney's fees.
K. Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve this purpose of this Agreement and shall execute
such other and further documents and take such other and further
actions as may be necessary or convenient to effect the
transactions described herein.
L. Further Actions. At any time and from time to time, each party
agrees, at its or their expense, to take actions and to execute
and deliver documents as may be reasonably necessary to
effectuate the purposes of this Agreement.
M. Indemnification.
( i) PCI and Synergy agree to indemnify, defend and hold each
other harmless from and against all demands, claims,
actions, losses, damages, liabilities, costs and expenses,
including without limitation, interest, penalties and
attorney's fees and expenses asserted against or imposed or
incurred by either party by reason of, or resulting from, a
breach of any representation, warranty, covenant, condition
or agreement of the other party to this Agreement.
(ii) In all managed care revenue enhancement contracts
disseminated after December 1, 1997, PCI will include the
following hospital indemnification clause: Client agrees
that it will comply with all required billing compliance
procedures. Client agrees to maintain an effective fraud and
abuse program for its billing procedures. Client shall
remain solely responsible for any coding errors that may
occur. Client agrees that all information that PCI obtains
to provide billing services to PCI solely from Client and
Client is responsible for its accuracy. Client agrees to
indemnify and hold PCI harmless from and against any and all
losses, claims, damages, liabilities and obligations of any
kind and descriptions, including any reasonable attorney's
fees incurred by PCI in investigating, defending or settling
such losses, damages and obligations, arising out of
Client's errors in coding or any other errors in procedures
required to properly xxxx charges and collect on accounts
and matters thereto.
(iii)Approval or disapproval of Item ii by hospital clients will
not constitiute a
breach of this Agreement.
N. No Third Party Beneficiary. Nothing in this Agreement, expressed
or implied, is intended to confer upon any person, other than the
parties hereto, and their successors, any rights or remedies
under or by reason of this Agreement, unless this Agreement
specifically states such intent.
O. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the
other party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement.
P. Accounting. PCI shall provide Synergy with a copy of all payments
received into the lockbox on a monthly basis.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
herein above written.
SYNERGY BUSINESS SERVICES PARTNERCARE, INC.
By: /s/ Xxxxxxx X.Xxxxx By:/s/ Xxxxx X. Xxxxxxxxxxx
------------------- ------------------------
Xxxxxxx X. Xxxxx, Esq. Xxxxx X. Xxxxxxxxxxx
President Chairman/CEO
