This BILLING AGREEMENT is made between “MedLife Medical Billing Solutions LLC” and the facility (“Client”).

WITNESSETH

WHEREAS “MedLife Medical Billing Solutions LLC” provides billing services and Client desires to engage “MedLife Medical Billing Solutions LLC” to provide such services.

NOW THEREFORE, for and in consideration of the promises and covenants contained herein and intending to be legally bound, the parties agree as follows:

Client Responsibility:

Client shall be responsible for ensuring that “MedLife Medical Billing Solutions LLC” is provided with all necessary records and information from which to submit the claims and shall reasonably cooperate with “MedLife Medical Billing Solutions LLC” as may be necessary to permit “MedLife Medical Billing Solutions LLC” to perform its duties hereunder. Clients shall also be responsible for ensuring the accuracy and completeness of all coding associated with claims and for ensuring the medical necessity and appropriateness of the services for which a bill will be submitted. “MedLife Medical Billing Solutions LLC” shall have no liability or responsibility whatsoever regarding the accuracy or completeness of the coding or determinations regarding medical necessity.

Client Acknowledgement:

Client acknowledges and agrees as follows:

• The ultimate responsibility for all claims submitted is that of the Client and Client shall remain responsible for subsequent correction, adjustment, or repayment of any payment regardless of reason or cause.
• The submission of false, fraudulent, or misleading data, information, or statements to the government and/or commercial third-party payors in connection with health insurance coding, billing, and claims submission is a crime and can subject the violator to imprisonment and fines. Client shall indemnify and hold “MedLife Medical Billing Solutions LLC” and its owners, directors, and employees harmless from and against any claims submitted on behalf of and in the name of the Client for which client has provided “MedLife Medical Billing Solutions LLC” false, fraudulent, incomplete, misleading, or otherwise incorrect information or data, including but not limited to, the coding of claims pursuant to Section 2 above.
• Client shall be responsible for maintaining all original source documents to enable it to verify and document the claims submitted to third-party payers (whether such claims are submitted in paper or electronic form).

Compensation:

As consideration for the services performed by the “MedLife Medical Billing Solutions LLC” hereunder, Client shall pay “MedLife Medical Billing Solutions LLC” 3.99% of the monthly collections. Client shall pay the full amount of the invoice to “MedLife Medical Billing Solutions LLC” within fifteen (15) days of the invoice. Invoices not paid within fifteen (15) days will be subject to service charges. Services may be temporarily suspended by “MedLife Medical Billing Solutions LLC” without notification for any invoice which is more than thirty (30) days from the date of invoice. Should services be suspended, “MedLife Medical Billing Solutions LLC” will only re-establish service when a valid credit card is provided for processing of all charges.

Optional and add-on services if required:

• VOB/Auth requests at $3.00 per case
• Paper submissions at $1.25 per page
• Medical coding services at 2.00%
• AdvancedMD EMR/EHR at $375.00 per provider
• Data import services are quoted separately

Compliance with Laws and Regulations:

It is expressly understood and agreed that both parties, in performance with their duties hereunder, will comply with all applicable laws and regulations, including but not limited to, laws and regulations (and Government interpretations thereof) relating to billing, coding, and submission of claims to the Medicare and Medicaid Programs.

Term:

The initial term of this Agreement is one (1) year ("Initial Term"). Agreement will automatically renew on an annual basis for one (1) year term, until terminated by either party in accordance with the terms. Accordingly, Client agrees, that if the Client terminates the agreement without giving the required 90-day notice, they must pay the company an amount equal to the average monthly payments made during the current term, multiplied by three.

Termination:

This agreement may be terminated as follows:

• Immediate Termination: This agreement may be terminated by “MedLife Medical Billing Solutions LLC” in the event:

• Client is excluded or otherwise debarred from or by the Medicare or Medicaid Programs.
• Client loses or has revoked or suspended his/her/its license to practice Client's profession in the state where the Client is licensed and practicing.
• Client files for bankruptcy or otherwise seeks protection from creditors pursuant to federal or state laws.

“MedLife Medical Billing Solutions LLC” has identified actions, omissions, or patterns suggesting that the Client may be in violation of federal or state laws, regulations, or guidelines governing the Client's practice or the submission of claims to third-party payors.

Effect of Termination:

Upon termination or expiration of this Agreement, “MedLife Medical Billing Solutions LLC” at its sole option, may continue to process those claims for which “MedLife Medical Billing Solutions LLC” has already commenced processing and “MedLife Medical Billing Solutions LLC” shall be paid for each such claim in accordance with Section 4 herein including all claims submitted by any source during the term of this agreement. Client may cancel the agreement according to the terms of this agreement with advance 90 days’ notice. Mail the cancellation notice to MedLife Medical Billing Solutions LLC, 32238 Schoolcraft Rd, Ste 169, Livonia, MI 48154 or email at info@medlifembs.com.

Limitation on Liability:

Clients expressly acknowledge and agree, that except to the extent caused by “MedLife Medical Billing Solutions LLC’s” gross negligence or willful misconduct, “MedLife Medical Billing Solutions LLC’s” liability to Client under this Agreement shall be limited to the amount actually paid by Client to “MedLife Medical Billing Solutions LLC” during the then current term of this Agreement. Notwithstanding the foregoing, Client agrees that in no event will “MedLife Medical Billing Solutions LLC” be responsible or liable for any consequential, incidental, punitive, special, indirect, exemplary, or loss-of-profit damages. Client hereby agrees to indemnify and hold “MedLife Medical Billing Solutions LLC” and its owners, directors, and employees harmless from and against any and all liability, claims, causes of action, damages, fines, assessments, penalties, costs (including reasonable attorney fees) and responsibility of any kind arising out of or associated with Client's professional practice, or Client's breach of the covenants contained in Sections 2, 3 and 5.

Access to Books and Records:

To the extent this Agreement is subject to Medicare Law regarding access to books and records, until the expiration of four (4) years after the furnishing of the services provided under this Agreement, “MedLife Medical Billing Solutions LLC” will make available to the Secretary of the U.S. Department of Health and Human Services, and the U.S. Comptroller General, and their representatives, this Agreement and all books, documents, and records necessary to certify the nature and extent of the costs of those services. This clause shall apply solely to the extent that Section 1861 (V) (1 )(1) of the Social Security Act applies to this Agreement.

Confidentiality and HIPAA:

“MedLife Medical Billing Solutions LLC” as "business associate" of Client, will abide by the covenants and provisions of the HIPAA Business Associates Addendum, which is attached hereto and incorporated herein by reference. All information and data provided by Client to “MedLife Medical Billing Solutions LLC” will be kept confidential and shall not be disclosed to any other person or entity in the performance of “MedLife Medical Billing Solutions LLC's” duties as provided hereunder and in accordance with the requirement contained herein. In addition, Client agrees that it shall not divulge the contents, terms, conditions, or other provisions of this Agreement to any other person or entity without the express written consent of “MedLife Medical Billing Solutions LLC”.

Governing Law:

This Agreement shall be construed under and governed by the laws of the State of Michigan. In the event a dispute shall arise between the parties to this contract, it is hereby agreed that the dispute shall be referred to designate Michigan Arbitration & Mediation Service or alternate service by agreement of the parties for arbitration in accordance with the Michigan Arbitration & Mediation Service (or United States Arbitration and Mediation, Inc.) Rules of Arbitration. The arbitrator's decision shall be final and legally binding, and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration.

Force Majeure:

Neither party shall be liable or deemed to be in default for any delay or failure in performance or any interruption of service resulting, directly or indirectly, from an act of God, fire, explosion, riots, acts of terrorism, computer hardware or software failures or breakdowns, failure in communication equipment, or similar causes or occurrences beyond the reasonable control of either party.

Amendment and Entire Agreement:

This Agreement may only be amended by a writing signed by both parties. This agreement constitutes the entire understanding and agreement between the parties regarding the matters discussed herein and supersedes all prior understandings and agreements, whether written or oral, regarding the subject matter hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date of signing of this agreement.