RCM Terms

GLOBAL VISION, INC. | GLOBALCOMM TECHNOLOGIES, LLC

REVENUE CYCLE MANAGEMENT (RCM) SERVICES & SOLUTIONS

SOLUTIONS AGREEMENT | UPDATED: 11/23/2025

The Global Patient Experience (RCM) Solutions Agreement (this “Agreement”) is entered into on the effective date specified below (the “Effective Date”) by Global Vision, Inc. a New Hampshire corporation, with headquarters located at 4 Continental Drive, Exeter, NH 03833 (“Global” or “Global Vision”), and the Customer or Client accepting the terms of this agreement by signing the PATIENT EXPERIENCE SOLUTION AGREEMENT (or other quote, service proposal, solution proposal, or contact) from Global and/or its affiliates. Global and the Customer may be referred to herein each individually as a “Party” and together as the “Parties”.

Terms and Conditions. Additional terms and conditions of this Agreement are set forth in Global Vision’s RCM Terms and Conditions (the “Terms and Conditions”), located below, on the Effective Date, which Terms and Conditions are fully incorporated into and made a part of an active Agreement by this reference as if fully set forth herein. A copy of the Terms and Conditions applicable to this Agreement may not be available after the Effective Date at the Terms, in which case Client may request that Global provide Client with a copy of the Terms and Conditions. This Agreement and the Terms and Conditions are referred to collectively as this “Agreement.” All capitalized terms used in this Agreement and not defined herein have the meanings set forth in the Terms and Conditions. By signing below Client hereby acknowledges Client’s receipt of the Terms and Conditions. Global reserves the right to update or change Terms and Conditions during the contract period, and will alert the Client of any such revisions.

RCM Services. Commencing on the Effective Date, Global shall provide the RCM Services set forth in “REVENUE CYCLE MANAGEMENT AGREEMENT” hereto (the “RCM Services”) to the Client on the terms and conditions set forth in this Agreement. Client hereby appoints Global Vision, Inc. as Client’s exclusive contact center provider and manager of established and future patient communication platforms and patient communication services, excluding in-house staff of the Client, and hereby specifically authorizes Global to provide the RCM Services.

Client Responsibilities. By signing below Client hereby acknowledges Client’s responsibilities set forth in “REVENUE CYCLE MANAGEMENT AGREEMENT ” hereto (the “Client Responsibilities”). Client also acknowledges the requirement that key individuals responsible for communications from Global be identified, and that these individuals have sufficient availability and authority to address, correct and prevent errors identified by Global that affect Global’s ability to effectively provide the RCM Services. Other addendums may be included with the signed Agreement, if applicable.

Net Collections. “Net Collections” shall mean the total sum of all monies collected by the practice, directly or indirectly, by or through Global Vision (or by or through third parties contracted by Global Vision), net of all voluntary or involuntary refunds and recoupments to any patient or third-party Payer as a result of overpayments, erroneous payments, take-backs or invalid checks. Net Collections: (i) shall not be reduced on account of any garnishment; (ii) shall not be reduced by, and Global Vision shall not be responsible for, any recoupment or overpayments that result from Client Coding Activities. Global Vision shall be the exclusive RCM provider for the practice, including internal and external billing entities and/or activities.

Fees. Client agrees to pay Global the fees set forth on “REVENUE CYCLE MANAGEMENT AGREEMENT” hereto (collectively, the “Fees”) in accordance with the terms of this Agreement. “Fees” include services defined within “REVENUE CYCLE MANAGEMENT AGREEMENT”, underlying and supporting technology systems and/or SaaS licensing, equipment, and staffing, to be utilized exclusively and directly by Global Vision. Due to the consumption-based pricing model of RCM services, Global Vision reserves the right to modify contract value or pricing parameters due to changes in scope of work, contracted technology partner price increases, or in other specific situations to be discussed with the Customer. Global Vision RCM contracts shall have monthly minimum set at contracted quoted value unless otherwise specified. This defines Total Contract Value (TCV) between the Customer and Global Vision.

Payment. Client acknowledges invoices are due under payment terms “NET 10” from invoice date. The Client must enroll in automatic ACH payments of invoices under payment terms “NET 10” from the invoice date. Invoices will be issued monthly, and due under payment terms “NET 10” at which point the invoice and payment will be automatically processed by a secure ACH payment processor. In the event the automatic ACH payment is unsuccessful, the Customer understands late fees will be accrued on all overdue balances. ACH enrollment form will be provided to the Customer upon contract signature and must be completed prior to service activation. Late fees will be assessed and accrued on all overdue balances. All past due invoices must be made current before new contract or renewal contract is accepted and services are provided, and may be subject to late fees if applicable.

Effective Date. The Effective Date (“Effective Date) of this Agreement shall be the date that the Client actively begins using Global RCM services and solutions (the “go-live date”, and does not include the training, onboarding, or preparation timeframes leading up to this date or the renewal date of the then-current renewal period.

Term. The initial term (the “Initial Term”) of this Agreement shall commence on the Effective Date and end on the one (1) year anniversary of the RCM Services Effective Date. The term of the active Agreement shall automatically renew immediately following the expiration, as applicable, of the greater a) the Initial Term or b) applicable Renewal Term (as defined below) for an additional one (1) year term (each such additional term, a “Renewal Term” and, collectively, with the Initial Term, the “Term”). Notwithstanding the foregoing, this Agreement shall be terminable by either Party by providing at least thirty (90) days written notice to the other Party prior to the end of the Initial Term or then current Renewal Term and such termination shall be effective on the last day of the Initial Term (if such notice was provided at least thirty (90) days prior to the end of the Initial Term) or the last day of the then current Renewal Term.

Notice. All notices to Client shall be sent to Accounts Payable address on file. All notices to Provider shall be sent to: 4 Continental Dr. Exeter, NH 03833

TERMS AND CONDITIONS | UPDATED: 11/15/2024

These standard Terms and Conditions (these “Terms and Conditions”) form a part of the Patient Experience (RCM) Services and Solutions Agreement (the “RCM Agreement” and together with these Terms and Conditions, this “Agreement”) between by Global Vision, Inc., a New Hampshire corporation, with headquarters located at 4 Continental Drive, Exeter, NH 03833 (“Global”, or “Global Vision”), and the client of Global set forth in the RCM Agreement (the “Client”). All capitalized terms set forth herein shall have the meaning set forth in the RCM Agreement unless expressly provided to the contrary herein.

Definitions. As used in this Agreement:
1.1 “Billing Information” means all billing and encounter information and documentation for all patients of Client, including, but not limited to the name of the patient, patient demographics, patient contact information, insurance information (including a copy or scanned copy of insurance cards along with any required referral or authorization information), the date of service, the nature and extent of services provided, the applicable CPT Codes, ICD-9 Codes, ICD-10 Codes or other diagnosis codes, and any supporting medical information that is necessary to obtain payment or reimbursement for services.
1.2 “Software” means any Practice management System or Electronic Health Record currently in use by the Client.
1.3 “Client Data” means any electronic data, information or material that Global receives from or on behalf of Client, Client’s Patients and/or users of the Software, through the Software or otherwise in connection with this Agreement or the other Transaction Documents, including, without limitation, (i) any electronic data, information or material entered into the Software, (ii) any electronic data, information or material imported into the Software relating to Client or any of its Patients, (iii) Patient Data and (iv) any electronic data, information or material provided or submitted by a third party through the Software relating to the Client or any of its Patients.
1.4 “Delinquent Account” means a payment that Global determines, in its sole discretion, is not reasonably collectible by Global.
1.5 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act and their implementing regulations, as each may be amended from time to time.
1.6 “Insurance Eligibility Verification Services” means using commercially reasonable efforts to attempt to ascertain from information provided by patients or other means, whether patients of Client are eligible for medical or other health benefits or insurance or Government Payer Program (as defined below) coverage for contemplated treatment by Client.
1.7 “Patient(s)” means any individual who was a previous or is a prospective or current patient of Client.
1.8 “Patient Data” means any electronic data, information or material about a Patient entered into the Software.
1.9 “Payer” means any Government Payer Program, insurance carrier or provider or other third party responsible for payment for health care items or services provided or furnished by Client or its Providers.
1.10 “Physician” means an individual duly licensed by the appropriate state authorities to practice medicine or surgery (including, without limitation, an ophthalmologist or optometrist).
1.11 “Physician Extender” means any medically trained and appropriately licensed professional, other than a Physician, including, without limitation, nurse practitioners, ophthalmic technicians and physician assistants.
1.12 “Providers” means Physicians and Physician Extenders.
1.13 “RCM Services” has the meaning set forth in the active and current RCM Agreement.
1.14 “RCM Services Effective Date” shall be the date specified the RCM Agreement.
1.15 “Representative” means, as to Global, each of Global’ employees, directors, officers, advisors, agents, vendors, any Person that provides any products or services that relate to the RCM Services or any other Global products or services, service providers, consultants and contractors and each of Global’s Affiliates and each of such Affiliates’ employees, directors, and officers.
1.16 “Transaction Documents” means this Agreement (including the RCM Agreement, these Terms and Conditions and the Business Associate Addendum (as defined below)), the exhibits hereto, any addendums to this Agreement entered into in accordance with these Terms and Conditions, any Statement of Work (as defined below) and the Electronic Payment Authorization Form (as defined below).
RCM Terms and Conditions.
2.1 Form Execution. Client shall execute such forms (and/or shall cause any of Client’s Providers or other personnel, as necessary, to execute such forms), including, without limitation, assignments and re-assignments, as may be required to permit Global to provide the RCM Services on behalf of Client. Without limiting the foregoing, Client shall accurately complete all clinical and source data and insurance forms, including those necessary for any RCM Services or related integration, and provide such forms to Global in a timely manner. Any RCM interaction sent to Global by Client that is missing any of the information required by Global may be returned by Global to Client.
2.2 Compliance. Client shall comply, and shall cause each of Client’s Providers and other personnel to comply, with all applicable federal, state and local laws and regulations and the applicable Payer’s provider manuals, procedures and other rules relating to the provision of items and services and the billing and collection of fees for such services (collectively, “Payer Rules”). Without limiting the foregoing, Client shall comply with applicable Payer Rules governing the assignment and reassignment of benefits, including, but not limited to (a) obtaining the signature of each patient (or the appropriate responsible party) authorizing the submission of claims for reimbursement for items and services provided to such patient; (b) maintaining such information or copies thereof in Client’s records; and (c) providing such patient authorization to Global upon Global’ request. Client shall, within three (3) business days upon Client’s receipt thereof, provide Global with copies of any communications from patients or Payers with respect to the claims submitted pursuant to this Agreement, including, without limitation, explanations of benefits or other information showing payments, partial payments, deductible, copayment and coinsurance information or amounts, and all denied or rejected billing claims.
2.3 Notification. Client shall notify Global within seven (7) business days of receiving notice or advice that such party or any of its Providers or other personnel is, or has become, the subject of, or to, any order, agreement, settlement or memorandum of understanding directed or issued by any federal or state agency charged with the supervision or regulation of medical practices, physicians or other healthcare providers or any other governmental agency having supervisory or regulatory authority with respect to Client’s business. Client represents and warrants that: (i) it is not under a corporate integrity agreement or any other restriction or investigation by any payer; (ii) neither it nor any of its Providers or other employees or contractors are listed on the General Services Administration’s Excluded Parties List System (“GSA List”), (iii) neither it nor any of its Providers or other employees or contractors are suspended or excluded from participation in Medicare, Medicaid or any other Federal Health Care Program (as defined in 42 U.S.C. § 1320a-7b(f)) or any other government program (collectively, “Government Payer Programs”); and (iv) to its knowledge, there are no pending or threatened governmental investigations against it or any of its Providers or other employees or contractors that may lead to suspension or exclusion from Government Payer Programs or may be cause for listing on the GSA List (collectively, and “Investigation”). Client shall notify Global of the commencement of any Investigation within two (2) business days of first learning of such and Global shall have the right to terminate this Agreement: (a) upon thirty (30) days’ advance written notice upon learning of any such action, or (b) within seven (7) business days of notice that the other party will be excluded from participation in any Government Payer Programs.
2.4 General Statement. Client hereby authorizes Global to take any actions determined appropriate by Global relating to the RCM Services. Client is solely responsible for the timely provision, accuracy, adequacy and completeness of any and all RCM Information and other data provided to Global hereunder, or input by Client into the Software. Client shall not take any action that could reasonably be expected to interfere with Global’s performance of the RCM Services. Client acknowledges that Global is not obligated to provide any additional services for the Client not included within the RCM Agreement. Client acknowledges and agrees that Global may contact patients of Client and accept credit card and other payments from patients on behalf of Client. Client shall provide accurate patient contact information to Global promptly following Global’s request.
2.5 Client Contact Information On or prior to the Effective Date, Client shall provide to Global Client’s contact information and designate a contact person. If Client’s contact person or contact information changes at any time during the Term, Client shall, no later than five (5) business days prior to such change, provide notice of Client’s new contact person or contact information to Global in writing. Multiple contacts are acceptable.
Fees and Payments.
3.1 RCM Fees. Client shall pay Global the Fees specified in the “Contract Terms” section of the RCM Agreement. The Client acknowledges that costs presented within the RCM Agreement are quoted pre-service delivery and due to the usage-based aspects of this service model, may fluctuate from month to month in an upward or downward direction. This fluctuation does not relieve the Client of financial obligations to Global. All RCM Fees are to be calculated monthly solely and exclusively based on Global’s service delivery platforms and related analytics.
3.2 RCM Implementation Fee. Client shall pay Global the RCM Implementation Fee specified in the “Contract Terms” section of the RCM Agreement, if so specified.
3.3 Overdue Payments. Any payment owed by Client to Global hereunder and not paid to Global when due (an “Overdue Payment”) may accrue, at Global’ discretion, late charges at the rate of one and one-half percent (3.0%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
3.4 Invoice. Each month Global shall present Client with an invoice (“Invoice”) setting forth the RCM Fees payable to Global by Client for the prior month. Client shall pay Global the RCM Fees detailed in each Invoice upon the date of such Invoice.
3.5 ACH Enrollment. The Client shall enroll in automatic Automated Clearing House (“ACH”) payments for all invoices. Global will issue each monthly invoice and process payment from ACH account on file under terms specified within the “Contract Terms” section of the RCM Agreement. If no terms are specified, the default terms is “NET 15” after invoice issue date.
3.6 RCM Implementation Fee. The RCM Implementation Fee, if specified, is payable on the execution of this Agreement by Client. The Billing Implementation Fee shall be paid through the Automated Clearing House (“ACH”) and Global shall have no obligation to issue a separate Invoice to Client with respect to the RCM Implementation Fee.
3.7 Payment Method. Client shall pay Global for any other amounts due under the relevant RCM Agreement via ACH electronic payment. If requested by Global, Client shall execute, complete and deliver to Global the electronic payment authorization form (the “Electronic Payment Authorization Form”) provided to Client by Global or otherwise use such payment portal as directed by Global. If the account or other information specified in the Electronic Payment Authorization Form or portal changes during the Term, Client shall provide Global with a revised Electronic Payment Authorization Form or otherwise update the portal in a timely manner so as to avoid incurring an Overdue Payment.
3.8 Currency. All amounts set forth are denominated and shall be paid in U.S. dollars.
3.9 Suspension of Service. If there are Overdue Payments outstanding for more than thirty (30) days, Global reserves the right to suspend Client’s access to all of Global’s products and services until such amounts are paid in full. Client shall continue to be obligated to pay the Fees during such suspension period, including Overdue and/or Late Fees.
3.10 Taxes. All amounts payable by Client to Global pursuant to the RCM Agreement (including, without limitation, pursuant to any additional Statement of Work or in-duration contract changes) are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature (“Taxes”), and all payments to Global are payable in full without reduction for Taxes
3.11 Deposits. All deposits are non-refundable under any circumstances.
3.12 Escalation. Beginning on the first anniversary of the Effective Date, and on each annual anniversary thereafter (each an “Adjustment Date”), the fees due under this Agreement shall automatically adjust to reflect changes in the cost of services. The adjustment shall be calculated using the greater of Consumer Price Index for All Urban Consumers: Services Less Energy Services (CPI-U, Services Less Energy Services), CPI-U Less Food & Engery Services, or other CPI index, as published by the U.S. Bureau of Labor Statistics (“BLS”) or any successor index. The percentage increase, shall be determined by comparing the most recently published index figure available as of the Adjustment Date to the corresponding index figure published twelve (12) months prior. The resulting percentage change shall be applied to the then-current fees and shall constitute the adjusted fees for the subsequent contract year. If the BLS ceases to publish the CPI-U Services Less Energy Services index, or materially alters its methodology, the adjustment shall instead be based on the most comparable successor index published by the BLS. A minimum annual contact escalation of 4% shall be applied. Notwithstanding the foregoing, under no circumstances shall the annual adjustment result in a downward adjustment of fees.
3.13 TCV and Monthly Minimum. Notwithstanding any provision of this Agreement to the contrary, the total monthly fees payable by Client shall not, at any time during the Term, be reduced below the Total Contract Value (“TCV”) in effect as of the most recent contract renewal or fee escalation adjustment, as applicable. For RCM contacts, TCV is the Monthly Minimum multiplied by the contract term. For avoidance of doubt, any decrease in the number of providers, revenues, billing or RCM functions, payers, credentialing, office locations, ancillary staff, midlevels, utilization or other service variables shall not operate to reduce the Monthly Minimum fees or TCV floor unless expressly agreed to in writing through a formal amendment to the active Agreement. This minimum monthly billing requirement shall remain in effect for the duration of the applicable contract term and shall only be modified upon contract renewal or amendment, the latter at Global’s sole discretion.
Hardware; Software; Service Guidelines.
4.1 Hardware; Software. Client is solely responsible for acquiring, installing and maintaining any computer hardware or software necessary for Client to receive the RCM Services. Under the terms of this contract, Global will not provide maintenance for any of Client’s hardware or software unless otherwise specifically agreed upon in a separate agreement between Client and Global. Client expressly acknowledges that Global is not responsible for the safeguard, loss, or recovery of any data stored on Client’s hardware or Client’s software systems including cloud-based systems.
4.2 Service Guidelines. Client and its personnel shall use any services provided by Global solely for Client’s internal business purposes only as contemplated by this Agreement and shall not use any products or services provided by Global to: (i) send spam or any other form of duplicative or unsolicited communications; (ii) violate any law, rule or regulation; (iii) transmit through or post on Global’s website(s) unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (iv) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of any Global products or services or the data contained therein; (vi) attempt to gain unauthorized access to any Global products or services, RCM Services or computer systems or networks used to host or provide access to Global products or services; or (vii) harass or interfere with another user’s use and enjoyment of any products or services provided by Global. In addition to any other remedies Global may have, Global reserves the right to terminate any of the Transaction Documents immediately and without notice, if Global becomes aware or determines that Client or any of its personnel are violating any of the foregoing guidelines.
SOW Services.
5.1 Statements of Work. From time to time, the Parties may execute statements of work that describe the specific services to be performed by Global, including any work product to be delivered by Global (as executed by the Parties, a “Statement of Work”). Each Statement of Work will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. Subsequent changes by the Client, third-parties, external organizations, vendors, or other unforeseen circumstances may incur additional costs and/or warrant a revised agreement.
5.2 Performance of Services. Global will perform the services specified in each Statement of Work (the “SOW Services”) in accordance with the terms and conditions of this Agreement and of each applicable Statement of Work.
5.3 Changes to Statement of Work. Client may submit to Global written requests to change the scope of SOW Services (each such request, a “Change Order Request”). Global may approve or reject such Change Order Requests in its sole discretion. If Global approves a Change Order Request, then Global will promptly notify Client if it believes that such Change Order Request requires an adjustment to the SOW Fees (as defined below) or to the schedule for the performance of the SOW Services. In such event, the Parties will negotiate in good faith a reasonable and equitable adjustment to the SOW Fees and/or schedule, as applicable. Global will continue to perform SOW Services pursuant to the existing Statement of Work and will have no obligation to perform any Change Order Request unless and until the Parties have agreed in writing to such an equitable adjustment to the SOW Fees and/or schedule, as applicable.
5.4 Client Responsibilities. In connection with the SOW Services, Client will: (i) provide qualified personnel who are capable of performing Client’s duties and tasks with respect to applicable SOW Services; (ii) provide Global with access to Client’s sites and facilities during Client’s normal business hours and as otherwise reasonably required by Global to perform the SOW Services; (iii) provide Global with such working space and office support (including access to telephones, photocopying equipment, and the like) as Global may reasonably request; and (iv) perform Client’s duties and tasks under this Agreement, including under any Statement of Work, and such other duties and tasks as may be reasonably required to permit Global to perform the SOW Services. Client will also make available to Global any data, information and any other materials required by Global to perform the SOW Services, including, but not limited to, any data, information or materials specifically identified in this Agreement (collectively, “Client Materials”). Client will be responsible for ensuring that all such Client Materials are accurate and complete.
5.5 SOW Fees and Expenses. For Global’ performance of the SOW Services, Client will pay Global the fees calculated in accordance with the terms set forth in this Agreement, including, any applicable Statement of Work (the “SOW Fees”). In addition, Client will reimburse Global for the following expenses incurred by Global or its personnel in connection with the performance of the SOW Services (the “SOW Expenses”): all out-of-pocket costs and all travel, lodging and other related expenses, if any.
5.6 SOW Payment Terms. Unless otherwise specified in this Agreement or the applicable Statement of Work, Global shall send one or more invoices (each, a “SOW Invoice”) to Client for all applicable SOW Fees and SOW Expenses contemplated by the applicable Statement of Work. Unless otherwise specified in the applicable Statement of Work, all amounts specified in a SOW Invoice are due upon the issuance of such SOW Invoice by Global. Unless otherwise specified in the applicable Statement of Work.
5.7 Global will exclusively own all rights, title and interest in and to any software programs, software tools, utilities, technology, processes, inventions, devices, methodologies, specifications, documentation, training manuals, techniques and materials of any kind used or developed by Global or its personnel in connection with performing the SOW Services (collectively “Global Materials”), including all worldwide patent rights (including patent applications and disclosures), copyright rights, moral rights, trade secret rights, know-how and any other intellectual property rights therein. Client will have no rights in the Global Materials except as expressly agreed to in writing by the Parties in the Statement of Work.
5.8 Other Services. Nothing in this Agreement or any Statement of Work will be deemed to restrict or limit Global’s right to perform similar services for any other party or to assign any employees to perform similar services for any other party.
5.9 Non-Solicitation. During the Term and for a period of twelve (12) months thereafter, Client will not recruit or otherwise solicit for employment any employees of Global without Global’s express prior written approval.
Intellectual Property.
6.1 Client Intellectual Property. Client represents and warrants that none of the content, materials, designs, text, names, data or other information, including, without limitation, Client Data, provided by Client, its personnel and/or its Patients to Global with respect to the Transaction Documents or otherwise (collectively, “Client Content”), infringes or violates the intellectual property or other proprietary rights of Global or any third party, and Global shall have no liability for any claims arising out of Client Content, including those claims based on infringement. Further, Client and its personnel grant to Global a nonexclusive license to use Client Content, as well as any trade names and/or trademarks of Client, to the extent necessary for Global to provide the RCM Services, the SOW Services and any other products or services contemplated by the Transaction Documents (which includes, without limitation, the right to make copies, create illustrations, display personal and/or corporate name(s), and display other Client Content). Nothing in this Section shall be deemed to limit Global’s rights under past or future sections of these Terms and Conditions or under the Business Associate Addendum.
Restrictions
7.1 Client acknowledges that in providing the RCM Services, the SOW Services and any other products or services contemplated by the Transaction Documents, Global may utilize: (i) the Global name, the Global logo, certain domain names, product names associated with Global’s products and services and other trademarks; (ii) certain information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, website content, visual interfaces, interactive features, graphics, compilations, computer code, website elements, Written Documentation, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (which shall be collectively referred to as “Global IP”) and that the Global IP is covered by intellectual property rights owned or licensed by Global (“Global IP Rights”). Except as otherwise expressly permitted herein, Client and its personnel shall not, nor will they assist or encourage anyone else to: (i) sell, license, distribute, publicly perform or display, transmit, edit, adapt, modify, copy, translate or make derivative works based on the Global IP; (ii) disassemble, reverse engineer, or decompile any of the Global IP; or (iii) create Internet “links” to or from the Global IP, or “frame” or “mirror” any of Global’ content which forms part of the Global IP. Additionally, Client and its personnel are not entitled to and will not: (i) sell, grant a security interest in or make or transfer reproductions of the Global IP to other parties in any way, nor to lease or license the Global IP to others without the prior written consent of Global; (ii) emulate or redirect the communication protocols used by the Global IP; (iii) use or access the Global IP, RCM Services or any other products or services contemplated by the Transaction Documents in order to build a competitive product or service, (iv) copy any features, functions or graphics of the Global IP, RCM Services or any other products or services contemplated by the Transaction Documents or (v) exploit the Global IP or any of its parts for any commercial purpose without Global’ express written consent. Nothing in the Transaction Documents shall be construed to give Client or its personnel any right to inspect, possess, use, or copy the source code or object code used to create or constituting the Global IP. Neither Client nor its personnel shall apply any process, technique, or procedure designed to ascertain or derive the source code of the Global IP, or attempt to do any of the foregoing. Client shall not make any copies of any products or services provided by Global to Client. Client shall not alter, change or remove any proprietary notices or confidentiality legends placed on or contained within any products or services provided by Global to Client.
7.2 Ownership and Reservation of Rights. Other than as expressly set forth in the Transaction Documents, no license or other rights in the Global IP Rights are granted to Client or its personnel, and all such rights are hereby expressly reserved by Global. Additionally, and for avoidance of doubt, as between Global and Client, Global shall at all times retain sole and exclusive ownership of, or, as applicable, sole and exclusive rights as a licensee or sublicensee of, all of its copyrights, trademarks, trade names, trade dress, patents, software, source code, object code and other intellectual property rights with respect to the Global IP, including, without limitation, all of the proprietary material provided and/or displayed by Global at affiliated web sites, extranet, marketing materials or otherwise. Client acknowledges and agrees that the Global IP may contain certain licensed materials and Global’ licensors may independently protect their rights in the event of any violation of the Transaction Documents.
Remedies for Breach of Client’s Obligations.
8.1 If Client or any of its personnel materially breaches any of its or their obligations under this Agreement, any other Transaction Document or any agreement between Global and Client, Global shall be permitted, at its sole discretion, to do any or all of the following (it being understood that such remedies are not exclusive of one another or any other remedies Global may have under any of the Transaction Documents or at equity or law): (i) terminate any of the Transaction Documents and any license or other right granted to Client with respect to Global’ products or services upon notice if such breach is not cured within thirty (30) days after notice of such breach is sent to Client, in which case all Fees, RCM Fees, Implementation Fees, SOW Fees and SOW Expenses incurred prior to the date of termination shall remain due and owing to Global; (ii) for unpaid Fees, RCM Fees, Billing Implementation Fees, SOW Fees and SOW Expenses, assess late fees as provided in Section 3.5; and/or (iii) collect from Client reimbursement for all costs incurred by Global in collecting any Fees, RCM Fees, Billing Implementation Fees, SOW Fees, SOW Expenses or other monies owed to it by Client, or otherwise enforcing its rights under the Transaction Documents. Client further acknowledges and agrees that Global shall not be liable to Client or any third party for any exercise of Global’s rights under the Transaction Documents.
8.2 Remedies for Breach of Global’s Obligations. Global’s performance and responsibilities are outlined within this Agreement. If Global materially breaches any of its or their obligations under this Agreement, the Client must notify Global in writing with details regarding the breach. Global shall be granted a period of thirty (30) days to acknowledge, review, respond, and cure the breach (defined as the “Resolution Process”). During the thirty (30) day period, Global may request addition meeting(s) with Customer to correct the issue. All Client Obligations for timely response and availability apply for the Resolution Process. Global will provide the Customer with documentation that Resolution Process has completed, and written notification the breach is cured.
Business Associate Addendum.
9.1 The Parties acknowledge and agree that Client is a Covered Entity and Global is a Business Associate under HIPAA and each Party shall comply with the Party’s respective obligations under HIPAA. Without limiting the foregoing, each Party shall comply with the Business Associate Addendum attached to these Terms and Conditions as Exhibit A (the “Business Associate Addendum”). The Business Associate Addendum is hereby incorporated into this Agreement.
Confidentiality.
10.1 Definition of Confidential Information. Subject to the terms and conditions of this Agreement, “Confidential Information” shall mean all information about the disclosing Party furnished by the disclosing Party to the receiving Party, that is designated as “Confidential” or “Proprietary” (x) by stamp or legend if communicated in writing or other tangible form or (y) otherwise orally at the time of disclosure with a written confirmation within twenty (20) days describing the Confidential Information communicated orally. Global’ Confidential Information also includes the technology, software, hardware, products, processes, algorithms, user interfaces, website content, visual interfaces, interactive features, graphics, compilations, website elements, Written Documentation, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information made available by Global to Client or any of its personnel. “Confidential Information” excludes the information explicitly excluded under Section 10.3 as well as PHI as that term is defined in the Business Associate Addendum attached hereto. Notwithstanding any term of this Section to the contrary, Global shall be permitted to disclose any of Client’s Confidential Information to the extent deemed appropriate by Global to provide the RCM Services.
10.2 Confidential Information Terms. Except as expressly permitted in the Transaction Documents, each Party agrees to hold the other Party’s Confidential Information in strict confidence; provided that Global may disclose Confidential Information of Client to Global’ Representatives. Notwithstanding the above, either Party may disclose the other Party’s Confidential Information upon the order of any competent court or government agency; provided that prior to disclosure, to the extent possible, the receiving Party shall inform the other Party of such order and shall reasonably cooperate with the efforts of the disclosing Party, at the disclosing Party’s expense, to obtain a protective order or other action to protect the confidentiality of the Confidential Information. It is understood and agreed that in the event of a breach of this provision damages may not be an adequate remedy and each Party shall be entitled to injunctive relief to restrain any such breach, threatened or actual without the necessity of posting a bond or other security. Client agrees that the terms and conditions, but not the existence, of the Transaction Documents shall be treated as Global’ Confidential Information and that no reference to the terms and conditions of the Transaction Documents or to activities pertaining thereto can be made in any manner without the prior written consent of Global; provided, however, that Client may disclose the terms and conditions of the Transaction Documents: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to Client’s legal counsel; (iv) in confidence, to accountants, banks, and financing sources and their advisors; (v) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
10.3 Non-Confidential Information. The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.
Warranties & Disclaimers.
11.1 Client represents and warrants that it is in good standing and duly licensed, and has procured all necessary licenses, registrations, approvals, consents, and any other communications in each jurisdiction as required to enable Client to conduct its business and to perform its obligations under the Transaction Documents to which it is a party. Client further represents and warrants that it has the legal power and requisite authority to enter into the Transaction Documents to which it is a party.
11.2 Client represents, warrants and covenants that it has complied and will comply with all applicable federal, state and local laws and regulations.
11.3 Client hereby agrees and acknowledges that Global is in no way acting as a medical provider with respect to any patient or any of client’s related parties and providers. Client further acknowledges and agrees that any and all responsibility for diagnosing, treating or providing any other medical care to any patient rests with the physicians and other healthcare professionals treating such patient.
11.4 client understands and agrees that its use, access, download, or otherwise obtaining information, materials, or data from a source other than Global is at its own discretion and risk and that it will be solely responsible for any damage to its or its personnel’s property or loss of data that results from the download or use of such material or data.
11.5 Client represents and warrants that, to the extent required by applicable law, Client and all of its Physicians, Physician Extenders and other personnel are duly licensed by the appropriate professional board or agency in the state where Client is located and/or performs services. Client shall provide evidence of such licensing to Global upon reasonable request. At any time that Client, the Physicians, Physician Extenders, or its personnel cease to be duly licensed or authorized to the extent required by applicable law, Client shall immediately so inform Global and such unlicensed party shall immediately cease accessing and using Global’ products and services.
11.6 Disclaimer of Warranties. Except as expressly provided herein or in the transaction documents, Global makes no warranty of any kind, whether express, implied, statutory, or otherwise. Global hereby specifically disclaims all implied warranties, including any warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. The entire risk arising out of use or performance of the RCM Services, SOW Services and any other products or services contemplated by the Transaction Documents remains with the client. Global expressly disclaims any warranty for any service(s), product(s), good(s), information, data or materials provided by Global as part of the products or services contemplated by the Transaction Documents. Except as expressly provided herein, the Global IP, the RCM services, the SOW Services and any other products or services contemplated by the Transaction Documents are provided on an “as is” and “as available” basis, without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or noninfringement. In addition, except as expressly provided herein, any third-party media, content, software, products, services or applications made available in conjunction with or through the RCM services, the SOW Services or other Global products or services are provided on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind, either express or implied. Global does not warrant or make any representation regarding (a) the use or the results of the use of its RCM services. Global is not a health plan, health care provider or prescriber. Client acknowledges that the aging and amounts of collections are subject to numerous variables beyond Global’s control. Nothing contained in this agreement shall be construed as a guaranty or warranty by Global that any or all fees billed on client’s behalf (including, without limitation, co-payments, deductibles and coinsurance) shall be collected or collectible, in whole or in part. Client acknowledges that Global is not responsible for payment of any claims submitted on client’s behalf under any circumstances. Global does not guarantee continuous, error-free, virus-free or secure operation of or access to its websites and the contents thereof, service elements or related software. Client assumes the entire risk with respect to the performance and results in connection with any products and services provided hereunder. Furthermore, Global shall have no liability for any communication between Global and the patients of Client. Client agrees that it shall not, and it shall cause its personnel to only submit any protected health information (a) to Global via the software; (b) to Global via secure, encrypted email transmissions, or (c) to Global via submissions through Global’s portal.
11.7 Limitations by Applicable Law. The limitations or exclusions of warranties, remedies, or liability contained in the Transaction Documents apply to client to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction in which client and its personnel are located.
11.8 Basis of the Bargain. Client acknowledges and agrees that Global has offered its products and services and entered into the Transaction Documents to which it is a party in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between Client and Global, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between Client and Global. Client acknowledges and agrees that Global would not be able to provide the RCM services or SOW services to Client on an economically reasonable basis without these limitations.
Limitation of Liability; Indemnification.
12.1 Limitation of Liability. In no event shall Global and its present and former subsidiaries’, affiliates’, parents’, directors’, officers’, employees’, and agents’ aggregate liability arising out of or related to the RCM services, the SOW services, any other products or services and/or any of the Transaction Documents, whether in contract, tort (including but not limited to negligence, virus, ransomware, data loss, data manipulation, and misinformation) or under any other theory of liability, exceed the fees actually paid by the Client to Global under this agreement during the three (3) month period immediately preceding the date the cause of action arose.
12.2 Exclusion of Consequential and Related Damages. In no event shall Global or its present and former subsidiaries, affiliates, parents, directors, officers, employees or agents have any liability to Client, its personnel or any third party for any lost profits, payer recoupments of reimbursements, refunds to payers or other lost reimbursements, loss of data, loss of use, costs of procurement of substitute goods or services, or for any indirect, special, incidental, punitive, or consequential damages however caused and, whether in contract, tort (including but not limited to negligence, virus, ransomware, data loss, data manipulation, and misinformation) or under any other theory of liability whether or not Global has been advised of the possibility of such damage.
12.3 Limitation of Action. No action (regardless of form) arising out of the Transaction Documents may be commenced by Client against Global more than one (1) year after the cause of action arose. No action (regardless of form) arising out of the Transaction Documents may be comments by Clients against Global should the Client no longer have an active service contract or service agreement with Global.
12.4 Indemnification. Client shall indemnify and hold harmless Global and Global’s Affiliates and each of their respective officers, directors, employees and agents, from and against any and all damages, liabilities, penalties, interest, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses), arising, directly or indirectly, out of or relating to any claim or allegation based on (i) a breach of any of the Transaction Documents by Client or any of its personnel, (ii) the accuracy, quality, integrity, legality, reliability or appropriateness of any Client Data or other content or data provided by Client or its personnel to Global, (iii) violation of any applicable law, rule or regulation by Client or any of its personnel, (v) the diagnosis and/or treatment of any of Client’s Patients, (vi) the submission of any false or fraudulent claim to any Payer, (vii) Insurance Eligibility Verification, Appointment Reminder Services or Coding Activities and/or (viii) the negligent acts or willful misconduct of Client or its personnel.
12.5 Sole Responsibility. Client agrees that the sole and exclusive responsibility for any medical decisions or actions with respect to a Patient’s medical care and for determining the accuracy, completeness or appropriateness of any billing, clinical, coding, diagnostic, medical or other information provided by the RCM Services, the SOW Services or any other products or services provided by Global or any of its Affiliates resides solely with the Physicians, Physician Extenders or other professionals treating such Patient. Global does not assume any responsibility for how such information is used. Client acknowledges and agrees that neither the RCM Services, the SOW Services nor any other products or services provided by Global or any of its Affiliates “recommend,” “suggest,” or “advise” proper prescribing or other treatment decisions and that the responsibility for the medical treatment, and any associated decisions regarding billing for medical services, rests with the Physicians, the Physician Extenders or other professionals treating such Patient and revolves around such health care provider’s judgment and such health care provider’s analysis of the Patient’s condition.
Termination.
13.1 By Client. Client may terminate this Agreement: (i) in the event of a material breach of this Agreement by Global, provided, that, Client provides written notice of such material breach to Global and such breach remains uncured thirty (30) days after Global’s receipt of such notice; or (ii) in accordance with the terms of the Business Associate Addendum.
13.2 By Global. Global may terminate any of the Transaction Documents: (i) as set forth in Sections of these Terms and Conditions; (ii) in accordance with the terms of the Business Associate Addendum, (iii) immediately if Client becomes insolvent or unable to pay its debts as they become due, or the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) if Client defaults on any of its payment obligations under any of the Transaction Documents and such payment default is not cured within ten (10) days after receiving written notice of such default from Global, (v) immediately if Global provides Client of notice of any of the following issues: (a) if any of the representations or warranties by Client contained in this Agreement are false or incorrect when made or hereafter become false or incorrect, (b) in the event Global becomes aware that Client has failed to address any overpayment or denial of payment by any Payer within thirty (30) days after notification of such overpayment or denial of payment has been provided to Client, (c) in the event that Client shall have failed to complete inaccurate or incomplete claim forms upon request by Global within thirty (30) days of the date requested by Global, (d) in the event Client engages in activities that result, or would result or necessitate, material changes or modifications to the procedures or activities by which Global delivers the RCM Service, or (e) Client submits inaccurate or inappropriate claims for billing or fails to provide documentation or information sufficient in Global’ determination to cure any such inaccuracy or inappropriateness, and fail to correct any such inaccurate or inappropriate claim within thirty (30) days after notification by Global to Client or (vi) immediately upon the termination of any authorization of Client to use any accredited and standards-compliant electronic medical records or practice management software. Without limiting the foregoing, following the expiration of the Initial Term, Global may terminate any of the Transaction Documents by providing at least thirty (30) days prior written notice to Client of such termination.
13.3 Changes. If, during the Term, any federal, state or local law or regulation shall be enacted, or any decree of any court or any other administrative agency shall be entered or other condition shall arise, which, in the reasonable opinion of Global, would result in a material change in the cost of providing RCM Services to Client, Global and Client shall promptly enter into negotiations to revise the RCM Fees to provide Global with appropriate compensation under this Agreement. If such negotiations fail to result in an agreement between Global and Client as to amended fees within thirty (30) days after Client receives notice of the event giving rise to Client’s duty to negotiate set forth above, then Global shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Client.
13.4 Outstanding Fees. Termination shall not relieve Client of the obligation to pay any fees or expenses accrued or payable to Global prior to the effective date of termination or prior to the expiration of The Ninety Day Wind Down Period (as defined below).
13.5 Effect of Termination.
13.5.1 Generally. Termination of this Agreement for any reason shall not affect Global’s right to recover damages for events occurring before termination. Upon termination or expiration of this Agreement for any reason, Client shall not use or access, directly or indirectly, any Global IP. If Client has any copies of any Global IP, Client shall either destroy or return to Global all such copies along with a certificate signed by Client that all such copies have been either destroyed or returned, respectively, and that no copy or any part of any Global IP has been retained by Client in any form.
13.5.2 Service Wind-Down. In the event of the expiration or termination of this Agreement for any reason, Global may, in its sole discretion, continue to provide collection services for previously billed claims until the ninetieth (90th) day following the effective termination or expiration date (“The Ninety Day Wind Down Period”). Global shall be entitled to receive payment of its RCM Fees on all collections received for a period of ninety (90) days after the date of termination or expiration of this Agreement. Additional Fees may apply for other services, solutions, technologies, retainer, consulting, or any other service or solution provided by Global during the period. Payment shall be made to Global on a monthly basis and each payment shall be due ten (10) days after the end of each month following the date of the termination or expiration of this Agreement.
13.6 Survival. Sections within these Terms & Conditions shall survive the expiration or termination of this Agreement for any reason.
General Provisions.
14.1 Relationship of the Parties. None of the Transaction Documents create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties and the status of the Parties shall be independent parties to a contractual arrangement. Neither Party shall have the authority to bind the other Party by contract or otherwise.
14.2 Benefit to Others. The representations, warranties, covenants and agreements contained in the Transaction Documents are for the sole benefit of the Parties and their respective successors and permitted assigns, and they are not to be construed as conferring any rights on any other Persons, including, but not limited to, third party rights for Client’s Patients.
14.3 Notices. Any notice required by this Agreement or given in connection with therewith, shall be in writing and shall be given (i) if to Global, to Global Vision, Inc., 4 Continental Drive, Exeter, NH 03833, by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services with proof of delivery and (ii) if to Client, to the Client’s address (or email address) set forth in this Agreement or such other address (or email address) as may be provided in writing from time to time by email or by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services with proof of delivery.
14.4 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
14.5 Force Majeure. Global shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to a force majeure event or other circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, cyber war or attack including malware or ransomware targeted toward Global or its affiliates, Clients, or otherwise, terrorism, insurrection, civic commotion, pandemic, epidemic, sabotage, crime, embargo, fire, flood, tropical storm, earthquake, tornado, hurricane, labor disturbance, breakdown of communication facilities, breakdown of infrastructure including software-as-a-service (SaaS) providers required for service delivery, breakdown of internet service provider, crimes, cyberthreats or security events, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy. interruption of or delay in transportation, unavailability of third party services, failure of third party software or services or inability to obtain, supplies or power used in or equipment needed for provision of the RCM Services, the SOW Services or any other products or services contemplated by any of the Transaction Documents (each, a “Force Majeure Event”).
14.6 Force Majeure. Client shall not be liable for the “Monthly Minimum Fee” as defined in “RCM Agreement” should the Client be verifiably unable to perform their business operations due to a “Force Majeure” as defined in Section above and requests Global to pause its obligations related to this agreement during the “Force Majeure” event in writing, to the extent beyond its reasonable control.
14.6.1 For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder.
14.7 Inspection and Audit Rights. Global shall have the right to audit or inspect and copy the books and records of Client to ensure compliance with Client’s obligations under this Agreement. In the event of any investigation, proceeding or litigation involving any governmental entity, Client shall make available to Global for inspection and copy any clinical documentation reasonably necessary for Global to respond, participate or defend itself in any such investigation, proceeding or litigation.
14.8 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be unenforceable, such provision shall be changed by the court or by the arbitrator and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect, unless the modification or severance of any provision has a material adverse effect on a Party, in which case such Party may terminate this Agreement by notice to the other Party.
14.9 Assignment. Neither Party may assign any of its rights or obligations hereunder or under any other Transaction Document, whether by operation of law or otherwise, without the prior express written consent of the other Party. Notwithstanding the foregoing, Global shall be permitted to assign any of the Transaction Documents without the prior written consent of Client: (i) to an Affiliate, parent company or subsidiary or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under any of the Transaction Documents in breach of this Section shall be void and of no effect. Subject to the foregoing, each of the Transaction Documents shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
14.10 Governing Law. Except as otherwise provided herein, each of the Transaction Documents shall be governed by, and construed in accordance with, the laws of the State of New Hampshire.
14.11 Venue. The federal courts of the United States in and for the District of New Hampshire and the state courts of the State of New Hampshire shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to any of the Transaction Documents. Each Party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non covenant or otherwise.
14.12 Enforcement Costs. If any legal action or other proceeding is brought for the enforcement or interpretation of any of the Transaction Documents, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of the Transaction Documents, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses incurred in that action or proceeding and at all levels of trial and appeal, in addition to any other relief to which such Party may be entitled.
14.13 Third Party Arrangements. Client acknowledges and agrees that it shall be solely responsible for performance of all of its duties, obligations, and covenants arising under the Transaction Documents. In the event that Client enters into an arrangement with any other individual or entity to fulfill all or any part of its payment obligations pursuant to the Transaction Documents (“third party arrangement”), Client represents and warrants that any such third party arrangement shall not affect the obligations of Client to Global pursuant to the Transaction Documents. Client further represents and warrants that any such third party arrangement shall be in compliance at all times with all applicable federal, state, and local laws, regulations and ordinances including, without limitation, the Medicare and Medicaid Anti-Fraud and Abuse Amendments to the Social Security Act and the Stark Law. Client acknowledges and agrees that Global is under no obligation to accept any payment from any third party, which is unsatisfactory to Global in its good faith business judgment. The Client agrees that it shall be responsible for promptly reimbursing Global for all fees required by the American Medical Association or other similar organization to be paid by Global to such organization relating to the Client and its Patients, employees, representatives, consultants, contractors or agents use of the RCM Services.
14.14 Entire Agreement and Construction. The Transaction Documents constitute the entire agreement between the Parties as to their subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning such subject matter. Except as otherwise set forth therein, no modification, amendment, or waiver of any provision of the Transaction Documents shall be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted. Under no circumstances shall the terms of any purchase order submitted by Client to Global be deemed binding upon Global.
14.15 Counterparts. Each of the Transaction Documents requiring execution by a Party hereto may be executed in one or more counterparts, which may be delivered by fax or other electronic transmission, including email, each of which shall be deemed an original and which taken together shall form one legal instrument.
14.16 Headings. Headings used in each of the Transaction Documents are provided for convenience only and shall not be used to provide meaning or intent.
14.17 Due Execution. Client acknowledges that Global shall not be deemed bound by this Agreement, any Addendum thereto, any Statement of Work thereunder or any other Transaction Documents requiring execution unless and until the same shall have been duly executed by an authorized representative of Global and Client.

Exhibits

A. Business Associate Addendun

1. PREAMBLE AND DEFINITIONS.

1.1 Pursuant to the Health Insurance Portability and Accountability Act of 1996, as

amended (“HIPAA”), the Client (“Covered Entity”) and Global Vision,

Inc, or any of its corporate affiliates (“Business Associate”), a New Hampshire corporation,

enter into this Business Associate Agreement (“BAA”) as of (the

“Effective Date”) that addresses the HIPAA requirements with respect to “business

associates,” as defined under the privacy, security, breach notification, and enforcement rules

at 45 C.F.R. Part 160 and Part 164 (“HIPAA Rules”). As of the Effective Date, this

Agreement replaces and supersedes any other Business Associate Agreement by and

between the parties hereto. A reference in this BAA to a section in the HIPAA Rules means

the section as in effect or as amended.

1.2 This BAA is intended to ensure that Business Associate will establish and

implement appropriate safeguards for the Protected Health Information (“PHI”) (as defined

under the HIPAA Rules) that Business Associate may receive, create, maintain, use, or

disclose in connection with the functions, activities, and services that Business Associate

performs for Covered Entity. The functions, activities, and services that Business Associate

performs for Covered Entity are defined in Master Software Services Agreement (the

“Underlying Agreement”).

1.3 Pursuant to changes required under the Health Information Technology for

Economic and Clinical Health Act of 2009 (the “HITECH Act”) and under the American

Recovery and Reinvestment Act of 2009 (“ARRA”), this BAA also reflects federal breach

notification requirements imposed on Business Associate when “Unsecured PHI” (as defined

under the HIPAA Rules) is acquired by an unauthorized party, and the expanded privacy and

security provisions imposed on business associates.

1.4 Unless the context clearly indicates otherwise, the following terms in this BAA

shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation,

Designated Record Set, disclosure, Electronic Media, Electronic Protected Health

Information (ePHI), Health Care Operations, individual, Minimum Necessary, Notice of

Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured

PHI, and use.

1.5 A reference in this BAA to the Privacy Rule means the Privacy Rule, in

conformity with the regulations at 45 C.F.R. Parts 160-164 (the “Privacy Rule”) as

interpreted under applicable regulations and guidance of general application published by

HHS, including all amendments thereto for which compliance is required, as amended by

the HITECH Act, ARRA, and the HIPAA Rules.

2. GENERAL OBLIGATIONS OF BUSINESS ASSOCIATE.2.1 Business Associate agrees not to use or disclose PHI, other than as permitted or

required by this BAA or as Required By Law, or if such use or disclosure does not otherwise

cause a Breach of Unsecured PHI.

2.2 Business Associate agrees to use appropriate safeguards, and comply with

Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent use or disclosure of PHI

other than as provided for by the BAA.

2.3 Business Associate agrees to mitigate, to the extent practicable, any harmful effect

that is known to Business Associate as a result of a use or disclosure of PHI by Business

Associate in violation of this BAA’s requirements or that would otherwise cause a Breach of

Unsecured PHI.

2.4 The Business Associate agrees to the following breach notification requirements:

(a) Business Associate agrees to report to Covered Entity any Breach of

Unsecured PHI not provided for by the BAA of which it becomes aware within thirty

(30) calendar days of “discovery” within the meaning of the HITECH Act. Such notice

shall include the identification of each individual whose Unsecured PHI has been, or

is reasonably believed by Business Associate to have been, accessed, acquired, or

disclosed in connection with such Breach. Business Associate also shall provide any

additional information reasonably requested by Covered Entity for purposes of

investigating the Breach and any other available information that Covered Entity is

required to include to the individual under 45 C.F.R. § 164.404(c) at the time of

notification or promptly thereafter as information becomes available. Business

Associate’s notification of a Breach of Unsecured PHI under this Section shall comply

in all respects with each applicable provision of Section 13400 of Subtitle D (Privacy)

of ARRA, the HIPAA Rules, and related guidance issued by the Secretary or the

delegate of the Secretary from time to time.

(b) In the event of Business Associate’s use or disclosure of Unsecured PHI in

violation of HIPAA, the HITECH Act, or ARRA, Business Associate bears the burden

of demonstrating that notice as required under this Section 2.4 was made, including

evidence demonstrating the necessity of any delay, or that the use or disclosure did not

constitute a Breach of Unsecured PHI.

2.5 Business Associate agrees, in accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and

164.308(b)(2), if applicable, to require that any Subcontractors that create, receive, maintain,

or transmit PHI on behalf of the Business Associate agree to the same restrictions,

conditions, and requirements that apply to the Business Associate with respect to such

information.

2.6 Business Associate agrees to make available PHI in a Designated Record Set to

the covered entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. §

164.524.

2(a) Business Associate agrees to comply with an individual’s request to

restrict the disclosure of their personal PHI in a manner consistent with 45 C.F.R. §

164.522, except where such use, disclosure, or request is required or permitted under

applicable law.

(b) Business Associate agrees to charge fees related to providing individuals

access to their PHI in accordance with 45 C.F.R. § 164.524(c)(4).

in accordance with 45 C.F.R. § 164.502(b)(1) that such request, use, or disclosure

shall be to the minimum extent necessary, including the use of a “limited data set” as

defined in 45 C.F.R. § 164.514(e)(2), to accomplish the intended purpose of such

request, use, or disclosure, as interpreted under related guidance issued by the

Secretary from time to time.

2.7 Business Associate agrees to make any amendments to PHI in a Designated

Record Set as directed or agreed to by the Covered Entity pursuant to 45 C.F.R. § 164.526,

or to take other measures as necessary to satisfy Covered Entity’s obligations under 45

C.F.R. § 164.526.

2.8 Business Associate agrees to maintain and make available the information

required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy

Covered Entity’s obligations under 45 C.F.R. § 164.528.

2.9 Business Associate agrees to make its internal practices, books, and records,

including policies and procedures regarding PHI, relating to the use and disclosure of PHI

and Breach of any Unsecured PHI received from Covered Entity, or created or received by

the Business Associate on behalf of Covered Entity, available to Covered Entity (or the

Secretary) for the purpose of Covered Entity or the Secretary determining compliance with

the Privacy Rule (as defined in Section 8).

2.10 To the extent that Business Associate is to carry out one or more of Covered

Entity’s obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to

comply with the requirements of Subpart E that apply to the Covered Entity in the

performance of such obligation(s).

2.11 Business Associate agrees to account for the following disclosures:

(a) Business Associate agrees to maintain and document disclosures of PHI

and Breaches of Unsecured PHI and any information relating to the disclosure of PHI

and Breach of Unsecured PHI in a manner as would be required for Covered Entity to

respond to a request by an individual or the Secretary for an accounting of PHI

disclosures and Breaches of Unsecured PHI.

(b) Business Associate agrees to provide to Covered Entity, or to an individual

at Covered Entity’s request, information collected in accordance with this Section

32.11, to permit Covered Entity to respond to a request by an individual or the

Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI.

maintained as an Electronic Health Record (as defined in Section 5) (“EHR”) in a

manner consistent with 45 C.F.R. § 164.528 and related guidance issued by the

Secretary from time to time; provided that an individual shall have the right to receive

an accounting of disclosures of EHR by the Business Associate made on behalf of the

Covered Entity only during the three years prior to the date on which the accounting is

requested from the Business Associate.

(d) In the case of an EHR that the Business Associate acquired on behalf of

the Covered Entity as of January 1, 2009, paragraph (c) above shall apply to

disclosures with respect to PHI made by the Business Associate from such EHR on or

after January 1, 2014. In the case of an EHR that the Business Associate acquires on

behalf of the Covered Entity after January 1, 2009, paragraph (c) above shall apply to

disclosures with respect to PHI made by the Business Associate from such EHR on or

after the later of January 1, 2011, or the date that it acquires the EHR.

2.12 Business Associate agrees to comply with the “Prohibition on Sale of Electronic

Health Records or Protected Health Information,” as provided in Section 13405(d) of

Subtitle D (Privacy) of ARRA, and the “Conditions on Certain Contacts as Part of Health

Care Operations,” as provided in Section 13406 of Subtitle D (Privacy) of ARRA and related

guidance issued by the Secretary from time to time.

2.13 Business Associate acknowledges that, effective on the Effective Date of this

BAA, it shall be liable under the civil and criminal enforcement provisions set forth at 42

U.S.C. § 1320d-5 and 1320d-6, as amended, for failure to comply with any of the use and

disclosure requirements of this BAA and any guidance issued by the Secretary from time to

time with respect to such use and disclosure requirements.

3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE.

3.1 General Uses and Disclosures. Business Associate agrees to receive, create, use,

or disclose PHI only in a manner that is consistent with this BAA, the Privacy Rule, or

Security Rule (as defined in Section 5), and only in connection with providing services to

Covered Entity; provided that the use or disclosure would not violate the Privacy Rule,

including 45 C.F.R. § 164.504(e), if the use or disclosure would be done by Covered Entity.

For example, the use and disclosure of PHI will be permitted for “treatment, payment, and

health care operations,” in accordance with the Privacy Rule.

3.2 Business Associate may use or disclose PHI as Required By Law.

3.3 Business Associate agrees to make uses and disclosures and requests for PHI:

Consistent with Covered Entity’s Minimum Necessary policies and procedures.

43.4 Business Associate may not use or disclose PHI in a manner that would violate

Subpart E of 45 C.F.R. Part 164 if done by the Covered Entity.

4. OBLIGATIONS OF COVERED ENTITY.

4.1 Covered Entity shall:

(a) Provide Business Associate with the Notice of Privacy Practices that

Covered Entity produces in accordance with the Privacy Rule, and any changes or

limitations to such notice under 45 C.F.R. § 164.520, to the extent that such changes or

limitations may affect Business Associate’s use or disclosure of PHI.

(b) Notify Business Associate of any restriction on the use or disclosure of

PHI that Covered Entity has agreed to or is required to comply with under 45 C.F.R. §

164.522, to the extent that such restriction may affect Business Associate’s use or

disclosure of PHI under this BAA.

by an individual to use or disclose PHI, if such change or revocation may affect

Business Associate’s permitted or required uses and disclosures of PHI under this

BAA.

4.2 Covered Entity shall not request Business Associate to use or disclose PHI in any

manner that would not be permissible under the Privacy and Security Rule if done by

Covered Entity, except as provided under Section 3 of this BAA.

5. COMPLIANCE WITH SECURITY RULE.

5.1 Business Associate shall comply with the HIPAA Security Rule, which shall mean

the Standards for Security of Electronic Protected Health Information at 45 C.F.R. Part 160

and Subparts A and C of Part 164, as amended by ARRA and the HITECH Act. The term

“Electronic Health Record” or “EHR” as used in this BAA shall mean an electronic

record of health-related information on an individual that is created, gathered, managed, and

consulted by authorized health care clinicians and staff.

5.2 In accordance with the Security Rule, Business Associate agrees to:

(a) Implement the administrative safeguards set forth at 45 C.F.R. § 164.308,

the physical safeguards set forth at 45 C.F.R. § 164.310, the technical safeguards set

forth at 45 C.F.R. § 164.312, and the policies and procedures set forth at 45 C.F.R. §

164.316, to reasonably and appropriately protect the confidentiality, integrity, and

availability of the ePHI that it creates, receives, maintains, or transmits on behalf of

Covered Entity as required by the Security Rule. Business Associate acknowledges

that, effective on the Effective Date of this BAA, (a) the foregoing safeguards,

policies, and procedures requirements shall apply to Business Associate in the same

manner that such requirements apply to Covered Entity, and (b) Business Associate

5shall be liable under the civil and criminal enforcement provisions set forth at 42

U.S.C. § 1320d-5 and 1320d-6, as amended from time to time, for failure to comply

with the safeguards, policies, and procedures requirements and any guidance issued by

the Secretary from time to time with respect to such requirements;

(b) PHI; and

Require that any agent, including a Subcontractor, to whom it provides

such PHI agrees to implement reasonable and appropriate safeguards to protect the

aware.

6. INDEMNIFICATION.

The parties agree and acknowledge that except as set forth herein, the

indemnification obligations contained under the Underlying Agreement shall govern each

party’s performance under this BAA.

7. TERM AND TERMINATION.

7.1 earlier of the date that:

This BAA shall be in effect as of the Effective Date, and shall terminate on the

(a) Either party terminates for cause as authorized under Section 7.2.

(b) All of the PHI received from Covered Entity, or created or received by

Business Associate on behalf of Covered Entity, is destroyed or returned to Covered

Entity. If it is not feasible to return or destroy PHI, protections are extended in

accordance with Section 7.3.

7.2 Upon either party’s knowledge of material breach by the other party, the

nonbreaching party shall provide an opportunity for the breaching party to cure the breach or

end the violation; or terminate the BAA. If the breaching party does not cure the breach or

end the violation within a reasonable timeframe not to exceed thirty (30) days from the

notification of the breach, or if a material term of the BAA has been breached and a cure is

not possible, the non-breaching party may terminate this BAA and the Underlying

Agreement, upon written notice to the other party.

7.3 Upon termination of this BAA for any reason, Business Associate, with respect to

PHI received from Covered Entity, or created, maintained, or received by Business Associate

on behalf of Covered Entity, shall:

(a) Retain only that PHI that is necessary for Business Associate to continue

its proper management and administration or to carry out its legal responsibilities.

(b) Return to Covered Entity or destroy, the remaining PHI that the Business

Associate still maintains in any form.

6(c) Continue to use appropriate safeguards and comply with Subpart C of 45

C.F.R. Part 164 with respect to ePHI to prevent use or disclosure of the PHI, other

than as provided for in this Section 7, for as long as Business Associate retains the

PHI.

(d) Not use or disclose the PHI retained by Business Associate other than for

the purposes for which such PHI was retained and subject to the same conditions

which applied prior to termination.

(e) Return to Covered Entity or destroy the PHI retained by Business

Associate when it is no longer needed by Business Associate for its proper

management and administration or to carry out its legal responsibilities.

7.4 The obligations of Business Associate under this Section 7 shall survive the

termination of this BAA.

8. MISCELLANEOUS.

8.1 The parties agree to take such action as is necessary to amend this BAA to

comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, ARRA, the

HITECH Act, the Consolidated Appropriations Act, 2021 (CAA-21), the HIPAA Rules, and

any other applicable law.

8.2 The respective rights and obligations of Business Associate under Section 6 and

Section 7 of this BAA shall survive the termination of this BAA.

8.3 This BAA shall be interpreted in the following manner:

(a) Any ambiguity shall be resolved in favor of a meaning that permits

Covered Entity to comply with the HIPAA Rules.

(b) Any inconsistency between the BAA’s provisions and the HIPAA Rules,

including all amendments, as interpreted by the HHS, a court, or another regulatory

agency with authority over the Parties, shall be interpreted according to the

interpretation of the HHS, the court, or the regulatory agency.

Rules, but is nonetheless permitted by the HIPAA Rules, shall be adhered to as stated

in this BAA.

8.4 This BAA constitutes the entire agreement between the parties related to the

subject matter of this BAA, except to the extent that the Underlying Agreement imposes

more stringent requirements related to the use and protection of PHI upon Business

Associate. This BAA supersedes all prior negotiations, discussions, representations, or

proposals, whether oral or written. This BAA may not be modified unless done so in writing

and signed by a duly authorized representative of both parties. If any provision of this BAA,

or part thereof, is found to be invalid, the remaining provisions shall remain in effect.

78.5 This BAA will be binding on the successors and assigns of the Covered Entity

and the Business Associate. However, this BAA may not be assigned, in whole or in part,

without the written consent of the other party. Any attempted assignment in violation of this

provision shall be null and void.

8.6 deemed an original.

This BAA may be executed in two or more counterparts, each of which shall be

8.7 Except to the extent preempted by federal law, this BAA shall be governed by and

construed in accordance with the laws of the state of New Hampshire.