SERVICE AGREEMENT Between: AMERICAN SURGICAL ASSISTANTS, INC. And: MEDPRO COLLECTIONS JUAN ORTIZ AM) SONS, INC.
Between:
AMERICAN
SURGICAL ASSISTANTS,
INC.
And:
MEDPRO
COLLECTIONS
XXXX
XXXXX AM) SONS, INC.
Billing
Services and Collections Service Agreement
This
exclusive Service Agreement is entered into between (Xxxx Xxxxx and Sons, Inc.,
dbal MedPro Collections),(hereinafter MedPro),
TIN: 00-0000000 a medical reimbursement
consulting company and
American Surgical Assistants, Inc., TIN: 00-0000000
(hereinafter "Client"), a Texas corporation.
WHEREAS,
MedPro is a medical reimbursement consulting company which
provides reimbursement consulting, billing and collection services to health
care providers; and
WHEREAS,
the Client desires to retain MedPro to provide it with
consulting, billing and reimbursement, and collection services;
NOW,
THEREFORE, in consideration of the promises and covenants contained herein
and
for other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
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1.
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Commencing
on July 5., 2007 and ending on June 30., 2008, MedPro will
assist the Client in the billing of all medical insurance claims
for
payment by commercial companies via electronic and/or paper means.
MedPro agrees to train the Client's
billing personnel and supervise the Client's
billing operations to be performed by the current billing
staff
employed by the Client. MedPro agrees to follow up on all
claims, resubmit claims when necessary, correct and appeal all
denied
claims until satisfactory payments are obtained. Under MedPro's
supervision, the Client agrees to have their
existing billing personnel obtain all the information necessary
to
properly prepare the Client's claims and to submit the
claims to the proper insurance
companies.
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2.
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All
patient information and data provided by the Client to MedPro
shall be kept confidential and shall not be disclosed to
anyone
outside of MedPro other than to the extent necessary for
MedPro to process and submit claims for the
Client. MedPro hereby acknowledges and is obligated to
follow HIPAA regulations without compromise. MedPro
hereby indemnifies Client in any legal or punitive actions
or
damages resulting from any violation of such regulations by
MedPro, its employees, or its assignees. In addition,
neither MedPro nor Client shall divulge the contents,
terms or conditions of this Service Agreement, or any related information
pertaining to any arrangements, financial information, books of business,
or any documentation that is made available to MedPro by Client for
the
purposes of conducting the services covered under this Agreement
by
MedPro.
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3. The
Client will pay MedPro a fee of Six percent
(6%) of the total amount collections from all payments made to the
Client for work done by MedPro per month, such
payments do not include any payments processed by ATS Billing Services; Inc.
for
fees directly from hospitals and self pay patients. The Client
agrees to make available to MedPro all insurance
statements (EOB' s) for the purpose of invoicing the Client for the services
provided during the month. Payment to MedPro shall be on the
15st of the
month for monies collected during the prior calendar month (First payment shall
be on August 15th, 2007 for
payments
received by Client from July 7th, 2007
to the end
of July, 2007.
4. MedPro
will close its books.for
invoicing
purposes on the last day of each month and will xxxx
the
Client for its services on the first working week of each
succeeding month for the previous
month's
processing. The Client will pay MedPro for its
services within five (5) days after receiving MedPro
invoicing.
5. During
the term of this exclusive Service Agreement, the Client will
not use the services of any other billing and collection company except for
ATS Billing Services, Inc. as described above and will allow
MedPro to process all of the Client's medical
insurance claims with commercial insurance carriers.
6. CONFIDENTIALITY:
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a.
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Confidential
Information. Client, and MedPro hereby covenant that
both parties will protect
and not, directly or indirectly, use for either party's Representative's
own benefit or financial gain, or disclose to any other party any
Confidential Information (as defined below) without the prior written
consent, except as compelled by
law.
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"Confidential
Information" means, without limitation, information relating to Client, and
its,
clients' employees, consultants, agents, representatives, patients,
employment/human resources, financial or business records, agreements, or any
other information or material which derives economic value, actual or potential,
from not being generally known to other persons or is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy or
confidentiality. This section shall survive the termination of this
Agreement.
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b.
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Terms
of this Agreement. Except for disclosure to legal counsel,
accountants, or financial advisors (none of whom shall be associated
or
affiliated in any way with Client or any of its
affiliates), MedPro warrants and covenants to Client that
MedPro shall not disclose the terms of this Agreement
to
any person who is not a party or signatory of this Agreement, unless
disclosure thereof is required by law or otherwise authorized by
this
Agreement or consented in writing to by Client.
Unauthorized disclosure of the terms of this Agreement shall
be
deemed a material breach of this Agreement and shall provide
Client with the option of pursuing termination of this
Agreement.
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c.
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HIPAA
Requirements. MedPro agrees to comply with the Health
Insurance Portability and Accountability Act of 1996, as codified
at 42
U.S.C. Section 1320d ("HIPAA") and any current and future regulations
promulgated hereunder including without limitation the federal
privacy
regulations contained in 45 C.F.R. Parts 160 and 164 (the "Federal
Privacy
Regulations"), the federal security standards contained in 45 C.F.R.
Part
142 (the "Federal Security Regulations"), and the federal standards
for
electronic transactions contained in 45 C.F.R. Parts 160 and 162,
and
state privacy law, as codified in Texas Health & Safety Code Chapter
181, Sections 181.001 et seq. ("Texas Privacy Law") and any regulations
thereto, all collectively referred to herein as "HIPAA Requirements".
MedPro agrees not to use or further disclose any
Protected Health Information (as defined in 45 C.F.R. Section 164.501)
or
Individually Identifiable Health Information (as defined in 42
U.S.C.
Section 1320d and Texas Privacy Law), other than as permitted by
HIPAA
Requirements and the terms of this
Agreement.
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MedPro
will make its internal practices, books and records relating to the
use
and disclosure of Protected Health infoiwatibn available to the Secretary of
Health and Human Services to the extent required for determining compliance
with
the Federal Privacy Regulations and Texas Privacy Law.
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7.
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MedPro shall prepare such administrative and business records and reports related to its services in such format and upon such intervals as Client may reasonably require. |
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8.
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MedPro and MedPro Representatives shall furnish any and all information, records and other documents related to Client's services hereunder which Client may reasonably request in furtherance of its quality assurance, utilization review, risk management, and any other plans and/or programs adopted by Client to assess and improve the quality and efficiency of Client's services. |
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9.
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The Client or MedPro may terminate this exclusive Service Agreement at any time with a mutual written agreement. Such termination agreement shall be executed by Client and/or MedPro and shall include a satisfactory date for the termination of the process of billing and collection by MedPro. All the outstanding balances due to MedPro will continue to be the responsibility of MedPro for collections and of the Client for payment to MedPro. |
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10.
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Should
any of the provisions of this exclusive. Service Agreement be found
to be
invalid by any court of competent jurisdiction, the remainder of
this
exclusive Service Agreement shall remain in full force and
effect.
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11.
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The
laws of the state of Texas shall govern this Agreement. Interpretation
or
performance of any of the terms or provisions of this exclusive Service
Agreement or of any rights or obligations of the parties hereto shall
be
resolved in XXXXXX County, TEXAS. Should it become necessary for
MedPro to retain an attorney to collect any amounts owed
to MedPro under the terms of this Service Agreement,
MedPro shall be entitled to recover in addition to its damages, reasonable
attorney's fees.
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12.
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Any
notices or communications anticipated by thisService Agreement shall
be
directed to the parties,
as follows:
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Client
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MedPro
(Xxxx Xxxxx and Sons, Inc.):
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| By: /s/ Xxx Xxxxxxx | By: /s/ |
| President 7/3/07 | President 7/3/07 |
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American
Surgical Assistants, Inc.
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MedPro
Collections
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| 10039 Bissonnet, Ste. # 250 | Xxxx Xxxxx and Sons, Inc. |
| Xxxxxxx, XX 00000 | 00000 Xxxxxxx, Xxx. # 000 |
| Xxxxxxx, XX 00000 |
