This Independent Contractor Agreement (the "Agreement") is entered into between Behavioral Billing, LLC (the "Contractor"), an individual for his/herself and heirs, executors, administrators, related parties and assigns and the undersigned (the "Company").

 

RECITALS
WHEREAS, the Company is in need of assistance in the job area of Administrative & Insurance Medical Billing Services and WHEREAS, Behavioral Billing, LLC has agreed to perform work outlined in the job title’s job description for the Company in contract with the company.

 

NOW, THEREFORE, the parties hereby agree as follows:

1. Contractor Services.
Behavioral Billing, LLC shall be available and shall provide services agreed upon by evidence of the signing of the position job description. Behavioral Billing, LLC and any subcontracted parties under the supervision of Behavioral Billing shall perform assigned duties and responsibilities in a professional manner, in good faith and to the best of Behavioral Billing, LLC’s skills abilities, and experience. All work will be done in a competent fashion in accordance with applicable standards of the profession .

Services are defined as

Creation of invoices
Client billing - charging card on file
Client billing - coordination for payment updates

Client/Patient collections 

Insurance Claim submission
Insurance Claim scrubbing
Insurance Claim reconciliation
Insurance Claim Payment posting

Credentialing Support

 

 

2. Consideration.
A. Rate. In consideration of the Services to be performed by Behavioral Billing, LLC under this Agreement the Company will pay Behavioral Billing, LLC the rates provided on a current separate rate sheet.

B. Expenses. Additionally, the Company will not pay Behavioral Billing, LLC for the following expenses: equipment expenses; lodging expenses if work demands overnight stays; and miscellaneous travel-related expenses including parking and tolls incurred while this Agreement between Behavioral Billing, LLC and the Company exists unless otherwise agreed upon in writing prior to and signed by both Behavioral Billing, LLC and Company. Behavioral Billing LLC can not and does not make any guarantees in regard to insurance payment and client payment results.

 

3. Independent Contractor.
Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Company and Behavioral Billing, LLC. Behavioral Billing, LLC is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Behavioral Billing, LLC for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Contractor hereunder. Behavioral Billing, LLC will not represent to be or hold itself out as an employee of the Company and Contractor acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the Company's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Contractor's sole responsibility and Contractor shall indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. Contractor may enter into similar relationships with other agencies at their discretion.  Company shall not direct Contractors hours.

 

4. Confidentiality.
A. Confidential and Proprietary Information/Confidentiality Obligations. In the course of performing consulting and/or contract services, the parties recognize that the Contractor may come in contact or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to client know-how, and/or client work product which information may be of value to a competitor. Contractor agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees during the term of this agreement or anytime thereafter except as required to perform job duties and responsibilities or with the Company’s prior written consent.

All ideas, concepts, work product, information, written material or other confidential and proprietary information disclosed to Contractor by the Company (i) are and shall remain the sole and exclusive property of the Company and (ii) are disclosed or permitted to be acquired by Contractor solely in reliance on Contractor’s agreement to maintain them in confidence and not use or disclose them to any other person except in furtherance of Company’s business. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest or title in, to or under the confidential and proprietary information to Contractor.

B. Irreparable Harm. Contractor acknowledges that use or disclosure of any confidential and proprietary information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, Company shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of confidential and proprietary information. Company shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to damages, both direct and consequential. In any action brought by Company under this Section, Company shall be entitled to recover its attorney’s fees and costs from Contractor.

C. HIPAA. Company is or may be subject to the requirements of the Federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and Related Regulations. Contractor, in connection with services provided, may maintain, transmit, create or receive data for or from Company or on behalf of Company that constitutes Protected Health Information (“PHI”). With respect to the foregoing, Contractor is or may be subject to the requirements of HIPAA and HITECH and related regulations.

Contractor agrees to abide by all legal requirements, including, without limitation, the HIPAA, including Privacy and Security Rules, the HITECH Act, and all implementing regulations promulgated thereunder, as well as applicable state laws for maintaining the confidentiality of patient information and, as applicable, for the maintenance of complete and accurate records of services provided to Company’s patients and associated third-party’s patients (which are collectively referred to herein under the blanket term “HIPAA”) You must further adhere to all Company rules, regulations, and guidelines for implementing and maintaining such patient privacy protections. All patient records and information are and shall remain the sole property of the Company.

 

5. Term and Termination
A. Term This Agreement shall commence on the date executed by both parties to this agreement and shall terminate on the date the business relationship, or any services agreements, between the Parties end or are terminated or on the date Company terminates agreement. Either party may terminate this Agreement anytime with prior written notice. This notice should be submitted 30 days before termination date unless breach of contract as in paragraph 9.

B. Obligations of Contractor Upon Termination Within 3 business days of agreed upon termination any unpaid balances will be collected from the valid payment method on file. Any and all communication on behalf of the company will cease immediately.

 

6. Contractor's Taxpayer I.D. Number.
The taxpayer I.D. number of the Contractor shall be disclosed on a properly executed IRS Form W-9. The Contractor is licensed to perform the agreed upon services enumerated herein and covenants that it maintains all valid licenses, permits and registrations to perform said services.

 

7. Insurance.
The Contractor will carry necessary general liability, automobile liability, workers' compensation and employer's liability insurance as required by law. In the event the Contractor fails to carry such insurance it shall indemnify and hold harmless Company, its agents and employees from and against any damages, claims, and expenses arising out of or resulting from work conducted by Contractor and its agents or employees.

 

8. Representations and Warranties.
The Contractor will make no representations, warranties, or commitments binding the Company without the Company's prior consent.

 

9. Legal Right.
Contractor covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Contractor shall indemnify and hold harmless the Company from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice and to terminate all obligations of the Company to pay any amounts which remain unpaid under this Agreement.

 

10. The Waiver.
Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

 

11. Notice.
Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first-class mail of the United States properly addressed to the appropriate party at the address set forth below:

Kenovia Manuel

1235 Providence Blvd R626

Deltona, FL 32725

Or via email where deemed acceptable by the Chief Administrative Officer:

kenovia@behavioralbill.com

 

12. Enforceability.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired

 

13. Miscellaneous.
A. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

B. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Contractor and the Company and to the Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Contractor of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

C. Governing Law, Sever ability. This Agreement shall be governed by the laws of the state of Florida. The invalidity or un enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

D. Non-Competition Clause. At all times while this agreement is in force and after it’s expiration or termination, the Contractor agrees to refrain from disclosing Behavioral Billing LLC customer lists, trade secrets or other confidential information. The Contractor agrees to take reasonable security measures to prevent accidental disclosure and industrial espionage.

While this agreement is in force, the Contractor agrees to use her/her best efforts at performing his/her job, and to abide by the non-disclosure and non-competition of this agreement.

This HIPAA Business Associate Agreement (“Agreement”) is made effective as of date signed by and between undersigned_____ (“Covered Entity”),

 

of undersigned_________ and Behavioral Billing LLC (“Business  Associate”), of 1235 Providence Blvd R626 Deltona FL 32725 (collectively, the “Parties”).

 

WHEREAS, Business Associate, in connection with its services, may maintain, transmit, create  or receive data for or from Covered Entity that constitutes Protected Health Information (“PHI”);

 

WHEREAS, Covered Entity is or may be subject to the requirements of the Federal  Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health  Information Technology for Economic and Clinical Health Act (“HITECH”), and related  regulations;

 

WHEREAS, with respect to the foregoing, Business Associate is or may be subject to the  requirements of HIPAA, HITECH and related regulations;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,  the Parties hereby agree as follows:

a. General Definitions:

The following terms used in this Agreement shall have the same meaning as those terms in  the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Electronic  Protected Health Information, Health Care Operations, Individual, Minimum Necessary, Notice of  Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident,  Subcontractor, Unsecured Protected Health Information, and Use.

 

b. Specific.

i. Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean Behavioral Billing LLC.

ii. Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean undersigned_________.

iii. Electronic Health Record. “Electronic Health Record” shall have the same meaning as the term “electronic health record’ in the HITECH Act, Section 13400.

iv. HIPAA. “HIPAA” collectively refers to the HIPAA Statute, including the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164, the HITECH Act, and any associated Regulations, as such may be amended from time to time.

 

2. Obligations and Activities of Business Associate.

a. Business Associate agrees to not use or disclose PHI other than as permitted or required by the Agreement or as required by law.

13417F1)1 / 5 HIPAA Business Associate Agreement (Rev.

b. Business Associate agrees to use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to Electronic PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement.

c. Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware.

d. In accordance with 45 CFR 164.502(e)(1) and 164.308(b)(2), if applicable, Business Associate agrees to ensure 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.

e. In accordance with 45 CFR 164.524, Business Associate agrees to make available PHI in a designated record set to the Covered Entity within twenty (20) days of a request by Covered Entity for access to PHI about an individual. In the event that any individual requests access to PHI directly from Business Associate, Business Associate shall forward such request to Covered Entity within twenty (20) days of receiving such request. Covered Entity is responsible for providing any PHI requests to clients. BA is will only provide requests to insurance payers.

f. In accordance with 45 CFR 164.526, Business Associate agrees to make any amendment(s) to PHI in a designated record within twenty (20) days of a request by Covered Entity. Business Associate shall provide such information to Covered Entity for amendment and incorporate any amendments in the PHI as required by 45 CFR 164.526. In the event a request for an amendment is delivered directly to Business Associate, Business Associate shall forward such request to Covered Entity within twenty (20) days of receiving such request.

g. Except for disclosures of PHI by Business Associate that are excluded from the accounting obligation as set forth in 45 CFR 164.528 or regulations issued pursuant to HITECH, Business Associate shall record for each disclosure the information required to be recorded by Covered Entities pursuant to 45 CFR 164.528. Within twenty (20) days of notice by Covered Entity to Business Associate that it has received a request for an account of disclosures of PHI, Business Associate shall make available to Covered Entity, or if requested by Covered Entity, to the individual, the information required to be maintained pursuant to this Agreement. In the event the request for an accounting is delivered directly to Business Associate, Business Associate shall forward such request to Covered Entity within twenty (20) days of receiving such request.

h. To the extent the Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR 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).

i. Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary for purposes of determining compliance with HIPAA.

 

3. Permitted Uses and Disclosures by Business Associate

a. Business Associate may use or disclose PHI for the following purposes: As necessary to perform the services as agreed to between the Parties, notwithstanding the restrictions on such uses and disclosures as set forth in HIPAA and this Agreement.

13417F1)2 / 5 HIPAA Business Associate Agreement (Rev.

b. Business Associate may only de-identify PHI if permitted by Covered Entity and in any event may only de-identify PHI in accordance with 45 CFR 164.514(a)-(c).

c. Business Associate may use or disclose PHI as required by law or where Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

d. Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity except for the specific uses and disclosures set forth herein.

 

4. Permissible Requests by Covered Entity

a. Except as otherwise permitted by this Agreement, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity.

 

5. Term and Termination

a. Term. The Term of this Agreement shall be effective as of the signed date delow, and shall terminate on the date the business relationship, or any services agreements, between the Parties end or are terminated or on the date Covered Entity terminates for cause as authorized in paragraph (b) of this Section.

b. Termination for Cause. Business Associate authorizes termination of this Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the breach or ended the violation within ninety (90) days written notice. If it is determined by Covered Entity that cure is not possible, Covered Entity may immediately terminate this Agreement. The termination of this Agreement shall automatically terminate the business relationship and any services agreements between the Parties.

c. Obligations of Business Associate Upon Termination. Upon termination of this Agreement, Business Associate shall either return or destroy all PHI that Business Associate still maintains in any form. Business Associate shall not retain any copies of such PHI. In the event Business Associate determines that returning or destroying the PHI is infeasible, the terms of this Agreement shall survive termination with respect to such PHI and limit further uses and disclosures of such PHI for so long as Business Associate maintains such PHI. In addition, Business Associate shall continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI for as long as business associate retains the PHI.

d. Survival. The obligations of Business Associate under this Section shall survive the termination of this Agreement.

 

6. General Provisions.

a. This agreement sets forth the entire understanding of the Parties. Any amendments must be in writing and signed by both Parties. This Agreement shall be construed under the laws of the state of Florida, without regard to conflict of law provisions. Any ambiguity in the terms of this Agreement shall be resolved to permit compliance with HIPAA. Any references in this

13417F1)3 / 5 HIPAA Business Associate Agreement (Rev.

Agreement to a section in HIPAA means the section as in effect or as may be amended. This  Agreement may be modified or amended from time to time as is necessary for compliance with  the requirements of HIPAA and other applicable law. Amendments must be made in writing and  signed by the Parties. The failure of either Party to enforce any provision of this Agreement shall  not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel  strict compliance with every provision of this Agreement. The terms of this Agreement are hereby  incorporated into any service or business agreement that may be entered into between the  Parties with the intent to form a business relationship. In the event of a conflict of terms between  this Agreement and any such service or business agreement the terms of this Agreement shall  prevail.

 

 

IN WITNESS WHEREOF, I have hereunto set my hand to this HIPAA Business Associate  Agreement as of the date set forth above.

 

 

Covered Entity Business Associate

By: authorized_______ Title:authorized

By: Behavioral Billing LLC, Kenovia Randall Manuel  Title:MGR

Date: ________ Date: ________

13417F1)5 / 5 HIPAA Business Associate Agreement (Rev.

HIPAA Business Associate Agreement (Rev. 13417F1)

• Please allot a standard turn around time of 48 business hours on all communications.
• All charges for services rendered by providers will be billed to clients and/or insurance payers within five business days.
• Business days are defined as Monday -Friday 9 am-5pm EST.
• Please have any Dx entered by close of business on the date of service.
• Should any information be required of the provider, a maximum of 3 requests will be sent to the provider for said information.
• After 3 requests, the invoice balance will be written off and the commission fee agreed upon will be assessed to the billed amount.
• If there is a change in service at the time of service, please notify the administration as soon as possible.
• For instance; a client was scheduled for an individual session but the service rendered was for a family session.
• Billing Support will make any necessary scheduling, coding, and billing documentation updates.
• Any failure to provide this information for documentation purposes will be the responsibility of the provider.
• If the client(s) have any questions about benefits, eligibility, billing, scheduling and cost shares: Please refer them to billing support as policies and pricing may vary.
• A detailed quarterly agreement for services will be established, acknowledged and serviced by all parties to ensure maximum efficiency and productivity of services.

By your electronic signature of this form, you authorize charges to your credit card through Stripe for subscription services and commission services rendered. These charges will appear on your bank/credit card statement as Behavioral Billing LLC. You have the right to request a paper copy of this document.

 

I authorize Behavioral Billing LLC to charge my credit card through Stripe.

 

I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify Behavioral Billing LLC in writing of any changes in my account information or termination of this authorization.

 

I certify that I am an authorized user of this credit card and will not dispute these scheduled transactions with my bank or credit card company as long as the transactions correspond to the terms indicated in this authorization form.

 

Your electronic signature indicates that you authorize Behavioral Billing LLC to charge your provided payment method. This payment method will be securely stored in the Behavioral Billing Stripe Payment account. You will be able to view all payment activity in your customer portal account.

Click here for a new IRS W-9 Form . Upload the completed form below.

So, we’ve decided to part ways.

 

That’s totally okay, some relationships are just meant to last for a season.

 

Now, what do we do?

 

Either party will notify the other with intent to terminate our agreement with 30 calendar days written notice.

Party in receipt of notice will confirm the date that the agreement is set to terminate.

Behavioral Billing retains the rights to any of the tools that we possess and have created that the business ( practice, provider) may have been using.

 

Behavioral Billing will cease any new communications in efforts to resolve balances with outstanding accounts on behalf of the business ( practice, provider). Instead, we will only work to resolve any pending matters.

 

Behavioral Billing will confirm that date of service that we will terminate submitting insurance claims and client invoices on your behalf.

 

 

We will charge the authorized payment method for any remaining service balance(s).

Special Requests? We want what’s best for you, too! Send it to us in writing.