Terms and Conditions

1. Billing Management Services.

   1. Engagement. Millin Associates, LLC (“Millin”) shall be the responsible party for transmitting all Medicaid, managed care, Medicare and commercial insurance claims on behalf of the Customer for the programs indicated above. Millin will not be responsible for collecting self-pay claims. Millin will transmit on a weekly basis all claims electronically from the MillinPro software (“Software”) on a mutually agreed upon time. Customer is responsible for providing the claim data at least one week prior to the filing deadline. Millin will not be responsible for any denied claims due to late filing if such data was not provided at least one week prior to the filing deadline.

[For NY customers]

Millin will validate all submissions. Prior to submitting any claims, Millin will verify the patient’s demographic information with the Emedny’s database using Millin’s eligibility module. Millin will endeavor to correct any inaccurate or incomplete information prior to submitting the claims. If Millin requires additional information from the Customer to submit or resubmit a claim, Millin will request the additional information via Millin’s issue tracker. Customer will be responsible for providing the requested information via Millin’s issue tracker within at least one week prior to the timely filing deadline. Millin will research and correct all denied claims and resubmit them if eligible.

[For New Jersey customer]

To the best of its ability, Millin will validate all information provided prior to claims submission. Millin will endeavor to correct any inaccurate or incomplete information prior to submitting any claims on behalf of Customers. If Millin requires additional information from the Customer to submit or resubmit a claim, Millin will request the additional information via Millin’s issue tracker. Customer will be responsible for providing the requested information via Millin’s issue tracker within at least one week prior to the timely filing deadline. Customer acknowledges and agrees that the ultimate responsibility for all claims submitted to public or commercial payers is that of the Customer. Customer shall be responsible for maintaining and backing up all original source documents to enable it to verify and document the claims submitted to third party payors, including appropriate back up systems and appropriate insurance coverage to protect against the risk of loss. Customer acknowledges that Millin does not perform or provide coding services and does not make determinations regarding medical necessity or prior authorization or approval that a claim will be approved and/or paid. As such, Customer agrees that Millin shall have no liability or responsibility whatsoever regarding the accuracy or completeness of the patient’s eligibility for benefits, for the coding of services or items, or determinations regarding medical necessity or prior authorization or approval of the health care services for which Customer is submitting claims. Upon receipt of the necessary information, Millin will prepare, process and submit clean claims, within five (5) business days and will notify Customer within two (2) business days if a claim has been rejected or denied. Millin will research and correct all denied claims and resubmit them if eligible.

[For Customer located in other states]

Millin will use best efforts to validate and confirm that the information provided by Customers on claim submissions is accurate and complete. Millin will endeavor to correct any inaccurate or incomplete information by confirming with Customer prior to submitting the claims. If Millin requires additional information from the Customer to submit or resubmit a claim, Millin will request the additional information via Millin’s issue tracker. Customer will be responsible for providing the requested information via Millin’s issue tracker within at least one week prior to the timely filing deadline. Millin will research and correct all denied claims and resubmit them if eligible.

Millin will be responsible for the receipt of electronic remittances where applicable and will be responsible for all posting of payments into the Software. All billings will be sent under Customer’s name, ETIN number, and provider number. If the Customer has elected on the first page of this Agreement to have Millin import the Customer’s data, Customer will provide to Millin such data as is required by Millin in the format required by Millin via its secure file transfer protocol (“FTP”) site. If certain claims cannot be submitted electronically (i.e., paper claims), Millin will mail those claims to the appropriate payers by regular mail.

1. 2. Electronic Remittance Advice. Customer agrees to apply for Electronic Remittance Advice (“ERA”) when available and provide Millin access to the remittances prior to the Effective Date. If the ERA is not available prior to the Effective Date, Customer agrees to apply for ERA as soon as it becomes available.

1. 3. Ebridges. Millin will provide Customer access to Ebridges, a secure web based HIPAA compliant Optical Character Recognition (“OCR”) database. Within five (5) business days of receipt, Customer agrees to scan into Ebridges all non-electronic Explanation of Benefits (“EOB’s”) that Customer receives and all receipts from self-paying patient, if Millin is responsible for posing self-paying claims.

2. Payment Terms

   1. Flat Fee for Billing Management Services. The fees for Billing Management services provided by Millin are set forth on the first page of this Agreement. The Flat Fee for Billing Management Services is due and payable on the first business day of each month payable by electronic funds transfer. Should the collection rate for timely and eligible claims provided by Customer to Millin be below eighty percent (80%) for a period of three (3) consecutive months, the per claim fee will be reduced to three dollars ($3) upon Customers request. The discounted rate will apply until the collection rate increases once again above eighty percent (80%) for at least three (3) consecutive months. While the vast majority of claims are expected to be paid within thirty (30) days of claims submission, Millin has up to six (6) months from the time it received the claims to resolve any outstanding payments with the payers for the purpose of calculating the percentage (%) collection rate.

1. 2. Subscription for Software. The fees for subscribing to utilize the Software provided by Millin are set forth on the first page of this Agreement. Subscription Fees are due and payable monthly in advance. The Subscription Fee shall be determined on the basis of the number of users authorized to use the programs, each of whom shall be registered with a separate identification number and password (each, a “Registered User”). The Software may contain embedded controls limiting user log-on to the number of Registered Users and such counters may interfere with use of the Software beyond the number of Registered Users licensed.

1. 3. Additional Terms. The amounts payable shall be due and payable on the date specified in this Agreement or if not specified then within twenty (20) days of receipt of invoice therefore. Millin will assess Customer a late payment charge on any amount which remains unpaid twenty (20) days after it is due, computed at the rate of one and one-half percent (1½%) per month or the highest allowable by law, whichever is lower, on the unpaid amount for every month the amount remains unpaid. All payments will be made without setoff, counterclaim recourse or other defense.

1. 4. Automatic Bill Payment Authorization. Customer agrees to authorize their bank to pay Millin by Automatic Bill Payment for all recurring weekly and monthly fees. Customer will execute and delivery any documentation required by their bank to establish Automatic Bill Payment.

3. Terms and Conditions

   1. General. Subject to the terms and conditions of this Agreement, Millin grants and Customer accepts a non-exclusive, non-transferable, and license for the Registered Users to access and use the functionality of the Software during the term of this Agreement. The Customer shall not permit any other person to access or use the Software.

1. 2. Questionnaire. Customer agrees to complete the attached questionnaire fully, completely and accurately. Customer will update the information contained in the questionnaire from time to time during the term of the Agreement. Millin will not be responsible for any losses incurred by Customer due to Customer’s failure to update the questionnaire promptly.

1. 3. Data Importing/Integration & Testing Fee. Millin will provide a spreadsheet with the required fields that need to be included in the imported report. Customer is expected to be able to run such report from the system that will provide the billable information. Subject to approval, supplementary fields may be added to the report for the purpose of importing into MillinPro. Additional charges will apply for Supplementary fields and additional customzation. HL7 interfaces are available subject to additional fees and approval by Millin.

1. 4. Customer Modifications and Enhancements. Customer may not make any modifications or enhancements to the Software without Millin’s prior written consent.

1. 5. Proper Use of Software. The Customer acknowledges that the continued integrity of the Software and Millin’s performance of its obligations described in this Agreement are dependent upon Customer’s use of the Software in accordance with the documentation available to Customer and the terms and conditions of this Agreement.

1. 6. Ownership and Proprietary Rights. Customer agrees that it will not, at any time, without the prior written consent of Millin, decompile, disassemble or reverse engineer any software included within the Software, including without limitation the applications, to develop functionally similar Software or permit any third party to do any of the foregoing. Customer agrees to not grant access to any third party for any purpose without the prior written consent of Millin.

1. 7. Ownership of Data. All the patient demographics and medical records created by the Software or that is compiled or passes through the system will be solely owned by the Customer (“Customer Data”). Notwithstanding the foregoing, Customer hereby grants Millin a perpetual, unlimited license to use the Customer Data, in any form or format, for data benchmarking, sharing, warehousing, resource utilization and similar data analysis services; provided, however, that Millin shall protect and maintain the confidentiality of all individual identifiable patient and medical data and Millin shall comply with Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations related to privacy promulgated thereunder (collectively, the “Privacy Standard”) with respect to such Customer Data.

1. 8. Confidentiality; HIPAA. Millin agrees to maintain and safeguard the strictest confidentiality as to all records which it may analyze or review and to adhere to all applicable federal, state, and local law in the course of providing services to Customer. To the extent required by the Privacy Standard, and notwithstanding anything to the contrary herein, Millin will maintain the confidentiality of Protected Health Information or PHI (as defined by the Privacy Standard) made available to or obtained by Millin as a result of this Agreement and will comply with applicable requirements of the Privacy Standard. Specifically, Millin will:

      1. Not use or further disclose PHI other than as permitted or required by this Agreement or as required by law (as such term is defined by the Privacy Standard);

      2. Use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement;

      3. Report to Customer any use or disclosure of PHI not provided for by this Agreement of which Millin become aware;

      4. Ensure that any agent, including a subcontractor to whom Millin provides PHI received from, or created or received by Customer on behalf of, Customer agrees in writing to comply with the Privacy Standard;

      5. Mitigate, to the extent practicable, the harmful effect of any use or disclosure of PHI not permitted by this Agreement;

      6. Upon expiration or termination of this Agreement, Millin will return to Customer or destroy all PHI received from, or created or received on behalf of, Customer (including all copies thereof) then in Millin’s possession or under its control, or if not returned or destroyed, Millin agrees to continue to comply with HIPAA regarding any retained Customer Data.

      7. This Agreement may be amended from time to time if necessary to comply with HIPAA. The requirements of this Section will survive this Agreement.

1. 1. Customer Responsibilities. Customer is responsible for any expenses which result from rescheduling of training and travel arrangements of instructors. Any training cancelled within one week of training will be charged $750 per week for the affected weeks.

1. 10. Acceptable Use Policy. Customer shall use the Software only for lawful purposes, in compliance with all applicable laws. Customer shall be responsible for all use of the Software by its Registered Users, regardless of whether such use is known to or authorized by Customer. If Millin determines, in its sole and absolute discretion, that a violation of this Agreement has occurred, it may take responsive action, including, without limitation, issuance of warnings to Customer or the suspension or termination of this Agreement to Customer. Millin shall also fully cooperate with law enforcement authorities in investigating suspected lawbreakers.

1. 11. Password(s). Customer is responsible for maintaining the secrecy and confidentiality of any user name(s), password(s) and access code(s) given to access the system, and is fully responsible for all communications or activities that occur under those user name(s), password(s) and access code(s). Customer agrees to (i) change any user name and password that it believes may have been stolen or otherwise misused. Customer shall be solely responsible for the security of its password(s) and access code(s). Customer use or distribution of tools designed for compromising security is strictly prohibited, including, without limitation, password guessing programs, cracking tools or network probing tools.

1. 50. Non-Solicit. During the term of the Agreement and two years after the termination or expiration of this Agreement, regardless of who initiated the termination, whether the termination was with or without cause, the Customer agrees not to offer employment to or to hire any Millin employee without the prior written consent of Millin.

4. Warranties

   1. Millin will maintain the confidentiality of information regarding any patient record.

1. 2. Millin represents and warrants that it will update the Software as necessary to ensure that the Software complies with the most current federal or state requirements.

1. 3. Millin shall indemnify, defend, and hold Customer harmless from any action against Customer to the extent that it is based on an allegation that the Software has infringed an intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against Customer in such action, not including attorney’s fees, provided that (i) Customer promptly notifies Millin of such action, (ii) gives Millin full authority, information and assistance to defend such claim, and (iii) gives Millin control of the defense of such action.

1. 4. Other than as expressly set forth above, Millin does not make any express or implied warrantees, condition, or representations to Customer, any of its affiliates or any other party with respect to the Software, the applications, services or any products, documentation, or any other services or works of authorship provided hereunder, or otherwise regarding this Agreement, any implied warranty or condition of merchantability, non-infringement, or fitness for a particular purpose, are expressly excluded and disclaimed.

1. 5. Limitation of Liability. Millin’s liability to Customer for any losses or indirect damages, in contract, tort or otherwise, arising out of the subject matter of this Agreement shall be limited to those actual and direct damages which are reasonably incurred by Customer and shall not exceed the Fees paid by Customer with respect to the Billing Management Services provided by Millin and/or the Software giving rise to the liability over the months in which liability occurred not to exceed three (3) months. Millin will not be liable for: special, punitive, indirect, incidental, exemplary or consequential damages or loss of data, lost profits, loss of goodwill in any way arising from or relating to this Agreement, any Billing Management Services or the Software, even if Millin has been notified of the possibility of such damages occurring.

4. 6. If Customer considers litigation as recourse for dispute resolution, Customer will be responsible for its own legal fees and expenses.

5. Term and Termination.

   1. Term of License. The term of this Agreement is one (1) year and shall begin as of the Effective Date and shall continue in effect unless earlier terminated as provided herein.

1. 2. Automatic Renewal. Upon expiration of the initial term, the Agreement shall automatically renew for successive one (1) year periods, with a three percent (3%) annual increase in Flat Fees for Billing Management Services (if applicable) and Subscription Fees unless either party gives the other party prior written notice of its intent not to renew this Agreement, at least sixty (60) days prior to expiration of annual anniversary. If Customer defaults in its payments of the Flat Fee for Billing Management Services and/or the Subscription Fee for two (2) successive billing periods, then Millin may terminate this agreement and pursue all other rights and remedies available to it by law.

1. 3. Early Termination. Should the collection rate for timely and eligible claims provided by Customer to Millin be below ninety-five percent (95%) for a period of three (3) consecutive months, customer may terminate the agreement at any time during the term of the license with at least thirty (30) days notice. While the vast majority of claims are expected to be paid within thirty (30) days of claims submission, Millin has up to six (6) months from the time it received the claims to resolve any outstanding payments with the payers for the purpose of calculating the percentage (%) collection rate.

6. Miscellaneous

   1. Assignment. This Agreement or any right or license granted to Customer hereunder may not be assigned or transferred in any manner by Customer without the prior written consent of Millin. Any attempt by Customer to assign, sublicense or transfer any of its rights, or delegate any of its duties or obligations under this Agreement without the prior written consent of Millin shall be void. This Agreement shall bind and insure the benefit of the parties hereto and their respective heirs, successors, and assigns; provided, however, that such assignment shall not relieve either party of its obligations to the other as provided herein.

   2. Waiver. No failure or delay on the part of either party to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall a single or partial exercise by either party of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by either party to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or assent to any other breach of or default in the same or any other term or condition thereof.

1. 3. Force Majeure. The obligations of the respective parties shall be abated for so long as, and to the extent that, their performance is rendered commercially impracticable by causes and events beyond the reasonable control of the affected party, including, without limitation, fires, floods, acts of God, strikes, unavailability or delays of materials or transportation, war, revolution, insurrection, acts of the public enemy, governmental regulation or prohibition. The party claiming abatement of obligation hereunder shall reasonably notify the other of the cause or event giving rise to such claim, and shall take all reasonable steps to limit the effect and duration of such cause or event.

1. 4. Headings. The headings in this Agreement are for information and convenience only and shall not affect the construction thereof.

1. 5. Entire Agreement. This Agreement sets forth the entire agreement between Millin and Customer with respect to the subject matter hereof, and no modification, amendment, waiver, termination, or discharge of this Agreement or any provisions hereof shall be binding upon either party unless confirmed by written instrument signed by both parties.

1. 6. Notices. Any notices required to be given by one party to another hereunder shall be deemed duly given when sent in writing, postage prepaid, via certified or registered mail, with return receipt, or delivered by hand, and addressed to the appropriate party at the addresses above or to such other address as either party shall have designated in writing to the other. The specification of means for giving notice herein shall not preclude the use of other forms of written notice when in the context of their use they provide equal or greater effective actual notice to the receiving party than the means specified herein.

1. 7. Law and Severability. This Agreement, its validity, construction, and effect shall be governed by the laws of New York. In the event that any part of this Agreement is declared to be void or unenforceable by a court having jurisdiction, the remainder of this Agreement shall continue in full force and effect with such void or unenforceable part thereof deleted there from.

1. 8. Dispute Resolution. In the event of any dispute, the parties agree that the first recourse to resolution shall be by arbitration located in Nassau County, New York, and that no action at law shall be taken by either party previous to an unsuccessful resolution by arbitration. These provisions shall survive the termination of this Agreement, regardless of the cause of such termination.

1. 1. References. During the term of this Agreement and thereafter, Customer authorizes Millin to identify Customer as a Customer of Millin in promotional and advertising materials.