1. Communications:   FMBS provides direct contact information so the Client can communicate effectively and timely with FMBS and its staff:

Phone: 623-322-0730

Fax: 623-374-0730

Email:  info@favoredmedicalbilling.com

Personal cell phone (provider use only):  602-821-1594

2. FMBS Responsibilities:  Upon the terms and conditions set forth in this Agreement, FMBS will act as billing agent on behalf of Client and its providers, and use its best efforts in providing claim preparation, submission and billing services for Client. FMBS’s responsibilities shall include, but may not be limited to, the following (collectively, the “Services”), depending on the Service Option (“Option”) selected by the parties on the first page of this Agreement:

1. File and manage Client and provider claims with third-party payers;
2. Register Client and its providers as directed and the credential level held by the Client and/or provider.
3. Complete necessary follow-up on Client and provider claims, including rebilling and insurance appeals:
4. Mail statements to self-pay accounts:
5. Communicate with patients about outstanding balances or insurance denials;
6. Regularly notify Client of claim submission status and account progress via email and provide status reports every six weeks via the online claim check module.  Claim activities are updated each six weeks and status uploaded weekly. Client shall pay an agreed upon additional fee for creating any customized reports that Client requests;
7. Maintain the confidentiality, privacy and integrity of healthcare and medical information processed by FMBS in conformance with applicable standards of federal (HIPAA) and state law and the Business Associate Agreement executed by the parties.

3. Responsibilities of Client. Client shall cooperate to enable FMBS to fulfill its responsibilities in a reasonable and timely fashion. Client shall have the following responsibilities:

1. Ensure that each provider does the following:

1. Maintains any required professional license and has provided FMBS a copy of that license;
2. Completes and signs all patient charts or billing slip, billed in the name of the provider;
3. Assumes responsibility for all information on patient charts and billing slips;
4. Signs a provider billing service agreement authorizing FMBS to be act as billing agent for the provider;
5. Signs all documents, within three (3) business days from receipt, necessary to allow FMBS to obtain or use provider numbers, electronic billing and remittance agreements, and bill third party payers on behalf of the provider. FMBS may assess, a monetary penalty if this provision is not met;
6. Adheres fully to federal, state, and local compliance regulations, including without limitation the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Occupational Safety and Health Administration (“OSHA”‘), and Office of the Inspector General (“OIG”).

1. Establish all fees for its professional and facility services and provide FMBS with an approved fee schedule using CPT and HCPCS codes and terminology;
2. Keep FMBS advised of the terms and conditions of all insurance contracts to which Client is a party;
3. Designate one or more persons with whom FMBS can consult regarding billing matters;
4. Attempt to collect all co-pay amounts from patient at the time that services are rendered, and account for any amounts collected at the time that it transmits information to FMBS;
5. Provide FMBS with complete and accurate patient information, clinical information, charges, diagnoses. and signatures necessary to prepare and process claims with third-party payers. Client shall transmit the information to FMBS in the electronic manner designated by FMBS;
6. Obtain pre-authorization for services as required by the third party payer;
7. Allow FMBS continuous access to all patient and financial information contemplated by this Agreement, both during the Term of this Agreement and for such additional period as may be necessary for FMBS lo receive payment for all its fees that may be due under Paragraph 6 of this Agreement; and
8. Comply with all requirements of federal, state, and local law, including HIPAA.
9. Submit Superbill submissions online.

4. Compliance.

1. The parties recognize that certain standards under federal, state, or local law, and those of private payers, may be applicable to information, practices and procedures covered by this Agreement. 
2. Client certifies that the information submitted to FMBS by the Client and its providers to prepare, file and submit claims for payment on Client’s behalf is true, accurate and complete; sufficient to allow the payer to make an informed eligibility and payment decision; and that the resulting claim, whether submitted by Client or FMBS, complies with applicable laws, regulations, and program instructions for payment.  
3. The Client is solely responsible for ensuring proper and timely documentation of all services to be billed by FMBS on its behalf, and to ensure retention and integrity of the medical records necessary for FMBS’ accurate code assignment and claim submission. 
4. Client is solely responsible for implementing compliance safeguards necessary to record and document services rendered to support each claim (including but not limited to time spent, provider identity, diagnoses and procedures) based on the medical record. The Client and its providers have familiarized themselves with current reimbursement principles set out in applicable laws, regulations, and payer policies.
5. Client agrees to designate a compliance officer to address compliance concerns quickly and effectively with FMBS, and to timely cooperate with FMBS in audits, investigations, corrective actions, reporting to ensure compliance with payer policies and applicable laws and regulations. 

5. Term and Termination.

1. The term (“Term”) of this Agreement shall begin on the later of the date set forth above or the first day that FMBS commences claim or billing submissions (the “Effective Date”) and shall terminate on the twelfth (12th) month anniversary of the Effective Date. 
2. This Agreement will automatically renew for successive one-year terms (collectively rand individually referred to as “Term”) after the initial Term unless either party gives written notice of non-renewal not less than sixty (60) days prior to the end of the current Term.  
3. FMBS may amend the Agreement from time to time to update its fees or fee schedules by giving written notice to the Client at least sixty (60) days prior to the end of the current Term.  Parties agree that other proposed changes to the Agreement must be submitted in writing by either party sixty (60) days prior to the end of the current term.
4. Either party may terminate this Agreement upon a material breach by the other party. Before any such termination becomes effective, the party not in breach must provide written notice of the material breach and its commercially reasonable remedy and provide the other party thirty (30) days to cure such breach. If such party has not cured the material breach within the foregoing period, the party not in breach may terminate this Agreement upon thirty (30) days· written notice. The sole material breach by FMBS would be its failure to submit claims for Client within the applicable payer standards for such services for a period of three months, provided that Client has timely provided all information FMBS has required or requested to submit such claims.
5. Notwithstanding the foregoing, if FMBS has not received payment in full of amounts due to it under this Agreement for a period of thirty (30) days, FMBS has the right to terminate this Agreement upon five business (5) days’ written notice.

6. Compensation.  

FMBS shall be compensated as follows for its services:

1. During the Term of this Agreement, Client shall pay FMBS a fee equal to the applicable rate set forth in the Option(s) selected by the Client on the first page of this Agreement.
2. Client will pay a pass-through software license portal fee of $0 per month.
3. FMBS will bill Client monthly for services provided during the prior month.
4. Any discrepancies or disputes regarding the FMBS invoice shall be submitted to FMBS in writing within forty-eight (48) hours of receipt of the invoice to avoid delayed payment.
5. The Client will pay FMBS invoices on or before the date indicated in the invoice. Any invoice not paid in full within five (5) days after the invoice date will bear interest at the rate of one and one-half percent (I ½%) per month. If any invoice is not paid within ten (10) business days of the invoice date, FMBS may, at its sole discretion, immediately cease providing the services set forth in Paragraph 2 and this Agreement.
6. Following termination of this Agreement, Client shall pay FMBS according to the appropriate Option set forth on the first page of this Agreement of all amounts received from billings processed by FMBS during the Term, regardless of when those amounts are paid.
7. If Client fails to make any payments due under this Agreement. Client shall pay all costs of collection, including, without limitation, attorneys ‘ fees (whether or not suit is filed ), and all costs of suit and preparation for suit (whether at trial or appellate level).

7. Handling of Monies Received. All claim and reimbursement payments from payers arising from activities under this Agreement are payable directly to the Client. Client shall provide FMBS with all information necessary to maintain appropriate accounting and accurate reporting of monies received for claims and billings processed pursuant to this Agreement. Client is responsible for payment of any patient and payer refunds. Client bears all costs of merchant processing, deposit accounts and banking charges for receipt and deposit of payments by payers in connection with this Agreement;
8. No Partnership or Employment Relationship. Nothing in this Agreement shall create a partnership or joint venture relationship between the parties. FMBS, its employees, and agents shall at all times be an independent contractor and not an employee of Client.
9. Mergers or Acquisitions. If FMBS consolidates, merges into another entity, transfers all or substantially all its assets to another entity, or divides its assets among a number of entities, this Agreement shall continue in full force and effect with regard to the surviving or successor entity. The rights and obligations of FMBS hereunder shall be freely assignable. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, assigns, heirs, and representatives. Further, if Client consolidates, merges into another entity, transfers all or substantially all its assets to another entity, or divides its assets among a number of entities, this Agreement shall terminate at the election of Client sixty (60) days after FMBS’ receipt of written notice of the occurrence of any such events. 
10. Restriction on Soliciting Employees and Contractors of FMBS. During the term of this Agreement and for a period of twelve (12) complete calendar months following termination of the Agreement for any reason, Client will not. either directly or indirectly. hire. call on or solicit, or attempt to hire, call on or solicit any employees, officers, or independent contractor of FMBS or encourage any employees, officers. or independent contractor of FMBS to terminate their relationship with FMBS. The restrictions set forth in this Paragraph 10 shall survive the termination of this Agreement. The parties agree that violations of this Paragraph 10 would require injunctive relief as the only full effective remedy. FMBS shall be entitled to injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction as well as any and all other remedies available at law or equity.
11. Severability. If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part. then the other provisions contained in this Agreement shall remain in full force and effect as if the provision which was determined to be void, illegal, or unenforceable had not been so contained.
12. Voluntary Execution. All parties are aware of and understand the terms of this Agreement and the legal consequences thereof. The parties warrant that they have signed the Agreement voluntarily of their own free will and accord and not under duress.  By signing this Agreement, the Client indicates the Client, by and through its undersigned authorized officer, has read, understands and agrees to the services provided under the Option selected by the Client on the first page of the agreement, and the terms and conditions of this Agreement.
13. Entirety Clause. This Agreement supersedes all prior agreements between the parties. including but not limited to any communications between FMBS and Client. Incorporated in this Agreement are the FMBS Client Provider/Facility Registration Forms, FMBS Policies, Client Application and Account Set up Forms, and the ancillary agreements between the parties (including but not limited to the Business Associate Agreement), which reflect the entire agreement between the parties. Any statements, promises, or inducements that are not contained in this Agreement are not valid or binding on the parties.
14. Governing Law. The laws of the State of Arizona govern the interpretation of this Agreement. without reference to choice of law principles. Any litigation arising out of the terms of this Agreement shall be filed in the Maricopa County Superior Court. All parties irrevocably consent to the sole and exclusive jurisdiction and venue in such court for such purposes.
15. Attorneys ‘ Fees. If any party commences any legal or equitable action or arbitration proceeding related to any of the provisions of this Agreement, the prevailing party shall recover its reasonable attorneys’ fees and litigation expenses in doing so. This Paragraph 15 applies, among other things, to any action for declaratory relief or for any other form of relief to enforce, interpret, rescind, or in any other manner effect the provisions of this Agreement, as well as an action for the breach of this Agreement. This Paragraph 15 further applies to any appellate proceedings that may be brought in connection with such action. The amount of the attorneys· fees and litigation expenses shall be determined by the court in the same action or in any separate action brought for that purpose, in addition to any other relief to which any party may be entitled.
16. Limitation of Liability. In no event shall the maximum amount of damages payable by FMBS for any cause, including but not limited to material breach of the Agreement, or the failure, delay or interruption of the services, whether in contract, tort or negligence, exceed the lesser of the amount of the actual loss incurred by Client or the total amount of compensation FMBS has received under this Agreement during the period that the material breach occurred. To the extent permitted by law, in no event shall FMBS be liable for indirect, incidental, special, consequential or punitive damages of any kind for lost salary or profits, real, anticipatory or otherwise. lost goodwill, loss of patients or Clients or damage to reputation of Client. FMBS is not responsible for claim processing and reimbursement decisions made by payers, and Client agrees to hold FMBS harmless for actions of third party payers.  Client agrees that claims submissions, billing or collection activities performed prior to the Effective Date of this Agreement are not the responsibility of FMBS; FMBS is not responsible for any claims or reimbursements deemed uncollectible as a result of such activities.
17. Signature in Counterpart. This Agreement may be signed in counterpart and circulated by facsimile or by electronic transmission. Each of the counterparts shall be deemed an original. and all of them shall constitute one and the same instrument. It shall be effective on the date that all parties have signed a copy of this Agreement.
18. Headings. The headings in this Agreement are for convenience only and shall not be used in interpreting the obligations of the parties under this Agreement.
19. Gender. All pronouns and any variations thereof used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular and plural. as the context require .
20. Cooperation. Each party agrees to sign and de liver any additional documents and instruments and to pcrforn1 any additional acts that any other party may reasonably request, or as may be reasonably necessary or appropriate to effectuate, consummate, or perform any of the terms, provisions, or conditions of this Agreement.
21. Amendment. This Agreement shall not be modified or amended except in writing signed by all parties hereto.
22. Timing. If the due date for performance of any act required or permitted under this Agreement falls on a Saturday, Sunday, or legal holiday, such performance shall be considered timely if the act or event occurs on the next day thereafter that is not a Saturday, Sunday, or legal holiday.
23. Notices. Any notices or communications required or permitted under this Agreement shall be deemed to be given if sent by registered mail, certified mail return receipt requested, facsimile transmission, express delivery service such as Federal Express, or delivered personally to the following persons: