THIS AGREEMENT, made this * day of * *, between and among Adventist HealthCare LifeWork Strategies, 820 W. Diamond Ave, 5th Floor, Gaithersburg Maryland 20878 (referred herein as "Contractor"), and * * ("Provider"). Contractors and Provider may hereafter be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, Contractors are engaged in arranging for the provision of employee assistance programs ("Programs") to employers, unions, employee benefit funds, insurance companies, governmental organizations, and various other purchasers of health services, for the benefit of their respective employees or covered persons ("Covered Persons"); and
WHEREAS, Contractors wish to retain the services of Provider to provide clinical evaluation, treatment and other related health care service to such Covered Persons, and Provider wishes to provide such services;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, it is understood and agreed by the Parties as follows:
I. DEFINITIONS
A. "Covered Person" shall mean any insured employee of the Contractor and if so designated by Contractor, his/her dependents.
B. "Provider" shall mean a provider designated by Contractors to provide covered services.
C. "Covered Services" shall mean all related services rendered to a Covered Person by a Provider to the extent that such services are for the treatment of personal and psychological problems.
D. "Dependents" shall mean any individual residing within the household of the Covered Person, including, but not limited to, significant others and life partners. Also included shall be dependent children living outside the household as prescribed by Contractors Health Plan for full-time students.
E. "Occurrence" shall mean the presentation of a specific set of problem issues.
11. PROVIDER RESPONSIBILITIES
The Provider shall:
A. Warrant and represent that he/she is the holder of a duly-authorized and valid professional license for independent practice of his/her profession.
B. Provide evidence of such license and certificate of insurance to Contractors with this signed contract and regularly thereafter upon renewal of such license and insurance.
C. Provide services consistent with Provider's training, experience, specialization, if any, and the ethics of Provider's profession.
D. Accept Covered Members referred on an "as needed" basis by the Programs to provide clinical evaluation/assessment, counseling, treatment, referral, and other related services, as approved or directed by the Programs.
E. In the course of typical business:
1. Respond to telephone calls, either from contractor or covered person, within 24 hours.
2. For non-urgent referrals, offer appointments within fourteen days of covered person's call to provider.
3. For urgent referrals, offer appointments that are within forty-eight hours of covered person or contractors call to provider.
F. Provide Covered Persons the number of hourly sessions which will be determined by the Contractor's Health Plan, subject to limitations communicated by the contractor and review agent(s).
G. Not be reimbursed for no-shows or cancellations. Provider may enforce his/her own policy so long as the policy is communicated to the covered person in advance.
H. Review with and ask the Covered Person to sign the Statement of Understanding, and Release of Information Form (if applicable), at the beginning of the initial session and complete the Case Closing Form after the last contact with the Covered Person, if required by Contractor.
I. Maintain a written record of initial assessment and all clinical contacts with Covered
Persons for a minimum of seven years from date of last contact with Covered Person. Such information shall include, but not be limited to: client presenting concerns, pertinent family, social, occupational, health and substance use/abuse history, mental status, clinical diagnosis and recommendations for appropriate intervention.
J. Cooperate with and provide Contractors and any external quality review organization approved by the Contractors with access to or mailed photocopies of Covered Persons' records upon request for the purposes of quality assessment, contract compliance, and
quality improvement or investigation of member complaints or grievances. Provider further agrees to provide such information, including but not limited to encounter, utilization, referral and other data Contractors may require to be submitted to them for compliance with their own data reporting requirements.
K. Utilize the appropriate insurance network for referrals for ongoing treatment and clearly document the referral source name, address, and telephone number.
L. Return to the Programs all original paperwork, including the Case Closing Form,
Statement of Understanding, and any necessary Release of Information Forms within (14) days of the last session with the Covered Person in order to receive reimbursement, if required by Contractor. This responsibility also extends to required paperwork associated with CISD's and trainings.
M. Understand and agree that all Covered Persons referred to the Provider by the Programs, directly or indirectly, shall remain at all times the sole and exclusive clients of the Programs.
N. Provider agrees to comply with and be bound by all rules, regulations, policies, and programs of the Programs that may have been or may hereinafter be adopted.
III. CONTRACTOR'S RESPONSIBILITIES
A. If applicable, reimburse Provider within forty-five (45) days of receipt of the Case Closing Form, Statement of Understanding, and if indicated, Release of Information Forms, in the form required by the Programs if these reports are required. Contractor will compensate Provider for CISD's and trainings upon receipt of payment from Employer within forty-five (45) days of receipt of funds.
B. Notify the Provider of any significant changes in the Employee Assistance Program Agreement with the Employers and Contractors that would impact this Agreement.
C. Maintain adequate insurance for professional liability and comprehensive general liability to insure the Programs and their employees against liability for all claims, demands, costs, or damages that may arise in connection with the performance of any service or activity performed by the Programs in connection with this Agreement.
IV. COMPENSATION AND PAYMENT
A. Provider shall be paid on a fee-for-service basis, or other basis as mutually agreed, at the rate indicated on Exhibit A, as full compensation for Provider's services to Covered Persons.
B. Provider shall submit required documentation and related materials to the Contractor for payment, in the form required by the Contractor, within fourteen (14) days of the last day of the month in which Provider's services were completed. Any required documentation and related materials submitted after sixty (60) days of the last day of the month in which Provider completed services will not be reimbursed to Provider.
C. Provider agrees that in no event, including but not limited to, nonpayment by the Contractors, the insolvency of Contractors, or breach of this agreement, shall Provider bill, charge, or collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a Covered Person or Persons other than the Contractors acting on their behalf for services listed in this agreement.
V. TERM AND TERMINATION
A. This Agreement shall be in effect for a term of one (1) year from 
* to * (second date must be one year, MINUS 1 DAY i.e. 6/2/22 - 6/1/23) and shall be renewed automatically at the end of this period for successive one (1) year terms from the Anniversary Date, unless otherwise terminated by either Party with sixty (60) days prior written notice to the end of each contract period.
B. This Agreement may be terminated at any time, without cause, upon ninety (90) days prior written notice to the other Party.
C. This Agreement may be terminated upon breach by one Party provided that (i) the non-breaching Party has provided written notice of such breach and the (ii) breaching Party has not cured the breach to the non-breaching Party's satisfaction within thirty (30) days.
D. Contractors shall have the right to terminate this Agreement immediately and without notice on such date as Provider's license and/or insurance, as specified in Section VI. Below, is terminated, suspended or not renewed.
E. Following the effective date of termination, each Party shall remain liable for any obligations or liabilities arising from activities carried on prior to the effective date of termination.
VI. INSURANCE
A. Provider will possess and maintain, at Provider's own expense, professional liability insurance covering the Provider against claims arising out of the performance of Provider's services hereunder, in an amount not less than One Million Dollars
($1,000,000.00) per occurrence, and Three Million Dollars ($3,000,000.00) in the annual aggregate. If the insurance is maintained on a "claims-made" basis, Provider shall obtain and maintain "tail" coverage or "prior acts" coverage to cover claims made after the termination of such insurance or of this Agreement for any occurrence prior to such termination. Provider shall, upon execution of this Agreement and at other times as Contractors may request, provide Contractors with a certificate of insurance evidencing the required coverage. Provider shall notify, or cause its insurance to notify, Contractors at least ten (10) days prior to any reduction, modification or cancellation of the required coverage.
B. Provider warrants that if, at any future time, Provider's professional liability insurance is terminated, suspended or not renewed, Provider will notify Contractors in writing within seventy-two (72) hours of receiving such notification.
Vll. INDEMNIFICATION
A. Provider shall defend, indemnify and hold harmless Contractors, their governing board members, officers, employees, agents and affiliates against and from any and all liability, claims, demands, suits, administrative claims, actions, settlements, judgments, damages, costs or fee (including reasonable attorneys' fees), which Contractors, their governing board members, officers, employees, agents or affiliates may suffer or be required to pay, in law or in equity, whether or not formal legal action is commenced, resulting directly or indirectly from the actions or omissions of Provider or its officers, directors, agents or employees in the provision of services or performance under this Agreement.
B. Contractors shall defend, indemnify and hold harmless Provider, its governing board members, officers, employees, agents and affiliates against and from any and all liability, claims, demands, suits, administrative claims, actions, settlements, judgments, damages, costs or fees (including reasonable attorneys' fees), which Provider, its governing board members, officers, employees, agents or affiliates may suffer or be required to pay, in law or in equity, whether or not formal legal action is commenced, resulting directly or indirectly from the actions or omissions of Contractors or their officers, directors, agents or employees in the provision of services or performance under this Agreement.
VIll. CONFIDENTIAL/PROPRIETARY INFORMATION
A. All patient records and information concerning the services provided to Covered Persons shall be kept confidential from all parties other than the Programs, as required by law. All such patient records shall constitute the property of the Programs.
B. All information and materials provided by the Programs to Provider constitute confidential information and shall remain proprietary to the Programs, including but not limited to contracts, fee schedules, procedures and operations manuals. Provider shall not use or disclose any such information or materials during or subsequent to Provider' s affiliation with the Programs, except as required to carry out Provider's obligations hereunder.
C. Provider agrees that confidential information that may be disclosed by the Programs identifying eligible Covered Persons by name, social security number or other personal information, including applicable benefits coverage, may only be used by the Provider for the purpose of providing the services outlined in this Agreement.
D. Provider agrees not to solicit Contractor's employer or other contracts/relationships during the term of this contract and for one year after the termination of this contract.
Provider recognizes Contractor has expended considerable energy and monies to enroll Provider within Contractor network. This provision may be nullified upon written consent by both parties.
IX. MISCELLANEOUS
A. Independent Contractor. It is expressly acknowledged hereto that Provider is an independent contractor and nothing in this Agreement is intended nor shall be construed to create any relationship between Provider and Contractors other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement or to allow Contractors to exercise control or direction over the method or the manner of Provider's performance of this Agreement.
B. Use of name. During the term of this Agreement and any renewal thereof, Contractors may include Provider's name, address, telephone number and nature and scope of services to be included in any membership roster that may be prepared for distribution by the Programs.
C. Amendment. This Agreement may not be amended or revised except with the prior written consent of all Parties.
D. Assignment. No assignment, subcontracting or delegation of the rights, duties or obligations of this Agreement shall be made by Provider without the express written approval of the duly authorized representatives of the Programs.
E. Severability. Should any part of this Agreement be declared invalid, for any reason, the remainder shall continue in force and be interpreted as if the invalid portion were omitted.
F. Force majeure. No Party shall be deemed to have breached this Agreement for delay caused by occurrences beyond the reasonable control of that party, including, but not limited to, acts of God, acts of any government, wars, rebellion and sabotage, strikes, or severe weather, and any time for performance shall be extended by the actual time of delay caused by such occurrence.
G. Governing law. This Agreement shall be construed in accordance with the laws of the State of Maryland.
H. Entire Agreement. This Agreement is the entire agreement between Contractors and Provider concerning the subject matters herein and supersedes any previous such agreements Provider may have entered with Contractors and/or the Programs. No other agreements or modifications to this Agreement, whether oral or written, shall be effective unless they are incorporated into this Agreement or a supplement hereto signed by all the Parties.
I. Waivers. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such term, provision or condition of this Agreement.
J. Gender. All terms as used in this Agreement, regardless of the number and gender in which they are used, shall be deemed to include singular and plural, masculine, feminine, or neuter, as the context or sense of this Agreement may require.
K. Nondiscrimination. The Parties agree that they shall perform their respective obligations hereunder without discrimination toward any Covered Person, employee or other persons regardless of their race, age, creed, color, gender, disability or ethnic background.
L. Notices. Notices required hereunder shall be provided by first class mail, as follows:
If to Provider: