(b) Legal Inability to Provide Services: In the event that either ACUCLAIMS or Practice becomes legally unable to provide the services contemplated herein or if either party is excluded from participation in federal health benefits programs.
(c) Practice is Subjected to an Adverse Action Which Impairs ACUCLAIMS Ability to be Promptly Paid for its Efforts: In the event that Practice is placed on Medicare, Medicaid or private payor “prepayment review” (or its equivalent which effectively delays the receipt of payments), ACUCLAIMS may choose to immediately terminate this agreement. Similarly, if the Practice has its Medicare or Medicaid number suspended or revoked, ACUCLAIMS may choose to immediately terminate this agreement.
(d) Cessation of Business: In the event that either party ceases to carry on the business contemplated by this Agreement, the closing party will provide the other party with sixty (60) calendar days’ prior notice of such cessation if it is able to do so.
(e) Termination Due to a Material Breach: If either party commits a material breach of any provision of this Agreement, the other party will have the right to terminate this Agreement upon the failure of the breaching party to cure the breach within ten (10) business days’ of receiving written notice of the breach from the non-breaching party. The parties to this agreement agree that a material breach includes, but is not limited to: (i) the failure of Practice to cooperate with ACUCLAIMS and to provide a full range of patient demographic and services, EOBs or other information so that claims may be processed by the third-party biller in an expedited fashion.
(f) Failure to Pay ACUCLAIMS: Notwithstanding anything to the contrary in this Agreement, ACUCLAIMS will have the right to terminate this Agreement immediately if Practice defaults on its payment obligations of any undisputed amounts due under Sec. III below and such payment default is not cured within ten (10) business days after ACUCLAIMS delivers written notice of such default to Practice. In the event that Practice defaults on its payment obligations, ACUCLAIMS may (at its option) immediately discontinue performing any Services required under this paragraph and under this Agreement.
(2) Termination Procedures: In the event this Agreement is terminated, for whatever reason, or expires:
(a) Wind-Down Procedures: ACUCLAIMS will continue to perform Services, at the then-current rates hereunder, for a period of sixty (60) calendar days after the effective date of termination (Wind-Down Period) for all of Practice’s accounts receivable relating to Practice’s charges for billing Services rendered prior to the termination date (Existing Accounts Receivable). During the Wind-Down Period, ACUCLAIMS will invoice Practice on or about the last day of each month and Practice shall pay ACUCLAIMS all fees due under Sec. III below, within ten 2 business days of receipt of ACUCLAIMS invoices. In the event that Practice defaults on its payment obligations, ACUCLAIMS may (at its option) immediately discontinue performing any Services required under this paragraph and under this Agreement.
(b) Continuation of Services: Upon termination, the Practice may negotiate with ACUCLAIMS for transitional services at the Practice’s expense. Unless an acceptable arrangement between the parties is reached, ACUCLAIMS/ will have no obligation to provide services or support to Practice after the effective date of termination.
(c) Continuation of Online Access: Online access by employees of Practice (if it has been provided by ACUCLAIMS) will be discontinued upon termination of this Agreement.
(d) Final Listing of Accounts Receivable: ACUCLAIMS will deliver to Practice, after and conditioned upon full payment to ACUCLAIMS of all undisputed fees owed by Practice this Agreement, a complete and final list of existing Accounts Receivable.
(e) After Termination, There Will be No Further Obligations for ACUCLAIMS to Provide Services to Practice: Except for the foregoing or for such other matters as the parties may agree to in writing.
(f) Return of Equipment after Termination: Practice understands that all computer software, hardware and stored data and/or records (to the extent that it has been provided) are the property of ACUCLAIMS.
III. Fees and Expenses:
Fees: ACUCLAIMS will invoice Practice the following month for work performed and / or collections received and posted, by the last business date of the previous month.
(1) For the Services provided by ACUCLAIMS under this Agreement,
Practice will pay to ACUCLAIMS compensation by a percentage-based, in accordance with federal laws and regulations and the laws and regulations of the state in which Practice provides medical services. Practice understands that it (not ACUCLAIMS) is responsible for ensuring that a percentage-based billing payment does not violate the state “Medical Practice Act” covering any medical professionals covered by this Agreement. In addition, Practice will be responsible for any additional fees and charges specified in Section III.(3).
Fees are based on 10% of Practice’s net insurance collections or $300/month, whichever is greater. Net insurance collections shall be defined as all insurance monies collected for all medical services rendered by Practice. The term “net collections” includes all insurance monies collected or received, by either ACUCLAIMS, the Practice, their patients or any other third party including, health insurance payments, medpay payment from auto insurance as well as other income to the practice from insurance billing. In addition, should ACUCLAIMS receive confirmation that reimbursement was issued to provider, sent to Practice’s current address and ACUCLAIMS can provide date check was issued, and check number, that will suffice as payment received by Practice. Should Practice dispute receipt of check, and ACUCLAIMS cannot confirm check was cashed or deposited ACUCLAIMS will request copy of canceled check, and/or stop pay and reissue of check. For all payments sent to patient Billing Center will forward all carrier supplied information to Provider for collection. (If requested by Provider, Billing Center will send statement on behalf of Provider.)
For any date of service that will be either: A. Processed to the patient's deductible, or B. Denied or processed as no coverage, or C. Acuclaims % is less than $5, or D. where notes are required and requested by ACUCLAIMS however not received within two weeks of first request, Practice will pay ACUCLAIMS $5.00 per claim.
(2) Requests for Requests from Payors: Fees paid to ACUCLAIMS are for billing services rendered: Therefore, Practice recognizes that any and all amounts paid to ACUCLAIMS are for the billing services provided. As such, all amounts paid to ACUCLAIMS are final and will not be later claimed by Practice, regardless of whether Practice is subsequently found to have received an overpayment.
(3) Payment Due Date: All fees and charges owed by Practice are due upon receipt. Should the Practice dispute all or part of any invoice, it expressly agrees to provide notice to ACUCLAIMS within two (2) business days of the Practice’s receipt of the billing company’s invoice.
(4) Additional Fees and Charges.
(a) Start-up Fees: Practice will pay an additional fee for a portion of the anticipated initial costs ACUCLAIMS will incur (Start-up Fees). The Start-up Fees will include expenses, such as the set-up of the electronic claims submission, sign up of electronic funds transfer, sign up of electronic remittance advice, review of insurance findings for all carriers submitted by Practice. ACUCLAIMS will bill $300 per Practice. Any equipment, licenses, and/or and materials included in Start-up Fees at ACUCLAIMS location will be become the sole property of ACUCLAIMS upon termination of this Agreement. Any change requiring updated information to all carriers, such as address changes, updated tax status or adding a new provider will require a $150 additional service fee per change.
(b) Online Eligibility Verification: ACUCLAIMS will provide insurance benefit eligibility services each month. Services include up to 30 verifications the first month that will carry over to the following month if not used. After the first month of billing verifications will be per Exhibit A for allowed amounts. Any insurance verification services above this amount will be charged at $5 per verification.
(c) Administrative Appeals Processing Costs: Should the government or a private payor determine that claims are not payable, ACUCLAIMS is not obligated under this Agreement to represent Practice through the entire administrative appeals process. Unless agreed otherwise by the parties, ACUCLAIMS will not normally represent Practice past the first level of appeal. Should additional appeal services be requested by Practice, the parties will discuss whether ACUCLAIMS will handle such actions. Prior to handling appeals by the first level, ACUCLAIMS will provide an estimate of the anticipation costs to Practice.
(d) General Administrative Support Section: Should the Practice requires that ACUCLAIMS provide additional administrative support services that are above and beyond the standard billing services provided under this contract, ACUCLAIMS will advise Provider that an additional fee will be charged for such support. General administrative support will be provided at a charge of $25 per hour.
(e) Early Termination Fee: If this Agreement is terminated within ten (10) business days of its inception by Practice, Practice will pay ACUCLAIMS a $300 consultation fee.
(f) Collection of Information Penalty: Practice recognizes that it has an obligation to submit correct claims information to ACUCLAIMS for processing purposes. Errors made by Practice when supplying claims and demographic information both increase the costs of the billing process and result in delays in payment. Should the Practice’s error rate exceed 10% ACUCLAIMS reserves the right to charge a $25 per hour penalty for the collection and correction of claims and demographic information that was initially provided by Practice.
(g) Personal Injury and Worker’s Compensation: ACUCLAIMS agrees to perform professional billings, collections, and follow-up services for personal injury and worker’s compensation claims, so long as Practice provides all necessary information with the claim. Should ACUCLAIMS have to collect or follow up on information, ACUCLAIMS may charge a $25 per hour charge for such services.
(h) Late Payment Fee: Practice will incur a $20 late payment fee for any payments received more than five (5) business days after the due date. As set out above, all monies owed by Practice are due upon receipt of ACUCLAIMSs invoice. Repeated late payments may necessitate the discontinuation of billing and reimbursement services by ACUCLAIMS. In such an event, all amounts due from Practice will be immediately due and payable to ACUCLAIMS. ACUCLAIMS also reserves the right to cease all work for Practice and suspend online account access if payment by Practice is not made on time, until such time as payment is received.
(i) Insufficient Funds Fee: Practice agrees to pay ACUCLAIMS $20 for each check of the Practice that is returned to ACUCLAIMS/CHIROCLAIMS’s bank for insufficient funds.
IV. Practice’s Obligations:
In order to properly process medical claims for services rendered, it is imperative that Practice diligently work to ensure that ACUCLAIMS has the information it needs to complete its work. To facilitate the processing of claims, Practice agrees:
(1) Accurate Coding Obligations: To supply ACUCLAIMS with all accurate and complete CPT, ICD10, HCPCS codes, and claims modifiers.
(2) Supporting Documentation: To ensure that all information supplied to ACUCLAIMS is accurate, complete, and supports the medical necessity of the services rendered by Practice. Practice warrants that supporting documentation and releases are in Practice’s possession.
(3) Completion of “Provider Profile” Sheets: Practice agrees to promptly update all Practice information given within 7 calendar information if any of the information changes.
(4) Submission of Claims Forms: The Practice is required to provide all information to ACUCLAIMS that is needed to submit the claim to one or more responsible payors within thirty (30) calendar days of the date of service. If information is not received, claim will be deleted from our system.
(5) Responsibility for Submitting Accurate Charges: The Practice is solely responsible for the validity of the charges furnished to ACUCLAIMS. Practice represents and warrants that Practice’s medical records contain sufficient documentation to substantiate the accuracy of the charges billed. Such documentation is the exclusive obligation of Practice. Further, Practice represents and warrants that it maintains a compliance program or other appropriate safeguards to ensure that its documentation and coding meet applicable requirements of governmental and other third party payors, including all HIPAA requirements. Practice expressly agrees to comply with the compliance efforts outlined in Exhibit B to this Agreement. Further, at ACUCLAIMS option, ACUCLAIMS may periodically audit selected claims in order to assist the Practice with its compliance efforts.
(6) Retention of Original Documents: The Practice will retain all original source documents and medical records pertaining to claims generated by ACUCLAIMS including Letters of Medical Necessity for such periods of time as may be required by applicable law and the requirements of third party payors.
(7) Authorization to Sign: The Practice authorizes ACUCLAIMS to sign all claims (electronically) on Practice’s behalf and that such claims represent services or supplies actually furnished by Practice. Further, Practice represents that all claims have corresponding source documents as referenced in this Agreement and that Practice will not submit information to ACUCLAIMS that conflicts with federal or state Medicare/Medicaid regulations, or the guidelines or standards of third party payors.
(8) Copies of all Billing Information Must be Sent to ACUCLAIMS: The Practice will provide ACUCLAIMS with copies of all EOBs, copies of Remittance Advice (Medicare EOMBs) forms received, correspondence from third party payers, patient payment information, copies of checks received, within 48 hours of receipt.
(9) Patient Demographic Information: The Practice will provide accurate and complete patient demographic information, in a format acceptable to ACUCLAIMS regarding patients and their insurance / third party payor coverage to enable ACUCLAIMS to file and process medical insurance claims. ACUCLAIMSshall not be responsible for any delay in, or inability to, collect claims due to insufficient or inaccurate information furnished by Practice.
(10) Missing Payments: The Practice is responsible for addressing any and all proof of payments concerned with missing EOBs. Practice shall determine if proof of payment is required. If so required, Practice assumes responsibility to seek promptly any and all cashed/canceled/voided checks to validate a missing payment.
V. ACUCLAIMS/CHIROCLAIMS’s Obligations:
In processing of Practice’s claims, the following practices will be observed:
(1) No Alterations of Medical Records will Take Place: ACUCLAIMS agrees it will not change or alter any medical or claims information supplied by Practice. On occasion, administrative changes may be necessary, but ACUCLAIMS will not make any changes without the authorization of Practice.
(2) Filing Responsibilities: ACUCLAIMS agrees that it will file all claims supported by accurate and complete information and documentation (as represented by Practice) with third party payors within a reasonable time after receiving all information from Practice.
(3) Maintenance of Records: Both Practice and ACUCLAIMS agree that ACUCLAIMS may maintain a record of all claims submitted for such periods, as required by law and third party payors. These records may be maintained after the termination of this Agreement, as required by law.
(4) Computer Hardware and Installation: ACUCLAIMS does not provide information technology support to the Practice such as computer hardware setup, networking, and related services.
(5) Periodic Reports: Unless otherwise agreed, ACUCLAIMS shall provide to the Practice periodic management reports.
(6) Collection Services: Any claims that remain unpaid after reasonable efforts to receive payment outstanding amounts will be reported to Practice. ACUCLAIMS is not a collection service and is not responsible for handling those duties. Practice is responsible for identifying and retaining a collection agency should it choose to do so.
VI. Designation of ACUCLAIMS as Practice’s Authorized Agent:
(1) Authorized and Exclusive Agent: Practice hereby appoints and designates ACUCLAIMS as its authorized and exclusive agent for the term of this Agreement to carry out the Services. Practice will not use the services of any other claims processing companies, including in-house billing, during the term of this Agreement.
(2) Delegation of Authority: Practice authorizes any insurer, payor, patient or other to rely upon this written delegation of authority in its dealings with ACUCLAIMS as the agent of the Practice for this purpose.
VII. Confidentiality & HIPAA Business Associate:
(1) Confidential Information: ACUCLAIMS agrees to keep all personal and financial information concerning Practice and its patients (Confidential Information) absolutely confidential and protected, except as may be necessary to perform the Services. The obligation to protect this Confidential Information will survive the termination of this Agreement and will continue indefinitely.
(2) HIPAA Business Associate: Practice understands that its relationship with ACUCLAIMS will require that a “Business Associate Agreement” is executed between the parties. The Business Associate Agreement utilized will incorporate the provisions of the Omnibus Final Rule and will conform with the privacy, security and breach notification requirements mandates under the Health Insurance Portability and Accountability Act (HIPAA) and under the Health Information Technology for Economic and Clinical Health Act (HITECH), including but not limited to:
(a) Use and Disclosure of Protected Health Information: ACUCLAIMS agrees not to use or disclose Protected Health Information (PHI), as defined by 45 C.F.R. § 106.103, other than as permitted or required by this Agreement or as required by law under 45 C.F.R. § 164.103.
(b) Safeguards: ACUCLAIMS shall use appropriate safeguards to prevent use or disclosure of Practice’s PHI otherwise than as provided for by this Agreement. ACUCLAIMS shall maintain a comprehensive written information security program that includes administrative, technical, and physical safeguards appropriate to the size and complexity of ACUCLAIMS operations and the nature and scope of its activities.
(c) Reporting of Disclosure: ACUCLAIMS shall report any use or disclosure of Practice’s PHI other than as provided for in this Agreement and of which ACUCLAIMS becomes aware.
(d) Availability of Information: ACUCLAIMS shall make available to Practice such information as Practice may require to fulfill its obligations to provide access to, provide a copy of, and account for disclosures with respect to PHI pursuant to HIPAA.
(e) Amendment of PHI: ACUCLAIMS shall make Practice’s PHI available to Practice as necessary in order for Practice to fulfill its obligations to make any PHI amendments which may be required under HIPAA.
(f) ACUCLAIMS Agents: ACUCLAIMS agrees to ensure that any agent, including any subcontractors, to whom it provides PHI received from, created, or received by ACUCLAIMS on behalf of Practice, agrees to the same restrictions and conditions as set forth in Section VII of this Agreement with respect to such PHI.
(g) Documentation of PHI Disclosures: ACUCLAIMS agrees to document disclosures of PHI and information related to such disclosures as would be required for Practice to respond to a request by an individual (as defined in 45 C.F.R. § 160.103) or personal representative (as defined in 45 C.F.R. § 164.502), as would be required for Practice to respond to a request by such individual or personal representative for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. ACUCLAIMS agrees to provide such documentation and information relating to PHI disclosures to Practice upon request.
(3) Disclosures Required by Law: ACUCLAIMS may disclose Confidential Information to a third party where Practice has consented in writing to the disclosure, the disclosure is required by law, and the disclosure is in compliance with applicable laws and regulations. However, ACUCLAIMS must give prompt notice to Practice of any possible or prospective order (or proceeding pursuant to which any order may result) in order to afford Practice a reasonable opportunity to prevent or limit any disclosure.
(4) The Terms of this Agreement are Confidential: Practice will not divulge the contents, terms or conditions of this Agreement to any third party without the express written consent of ACUCLAIMS.
VIII. Employment of Personnel:
(1) Employment of Personnel: ACUCLAIMS will provide and employ all employees needed for the billing of Practice’s claims for health care services and supplies. ACUCLAIMS will train and pay all employees which will be designated to billing. Personnel of ACUCLAIMS have not been engaged to perform“coding” responsibilities unless expressly stated otherwise in this Agreement.
(2) Prohibition on Employment of Existing Personnel: During the term of this Agreement and for a two (2) year period commencing with the termination of this Agreement, each party agrees not to employ, directly or indirectly, or through any third party rendering services on behalf of such party, any employees or independent contractor of the other or its parent, affiliates or subsidiaries without written consent of the other party. Each party agrees that the other party does not have an adequate remedy at law to protect its rights under this section and agrees that the non-defaulting party will have the right to injunctive relief from any violation or threatened violation of this Section. In lieu of injunctive relief, the non-defaulting party may elect to require reimbursement by the defaulting party of a fifteen thousand dollars ($15,000) recruiting and retraining penalty.
IX. Disputes:
This Agreement shall be interpreted and governed by the laws and statutes of the State of California. In the of disputes, it is agreed that all matters shall be tried in the venue and jurisdiction where ACUCLAIMS primary office is located. Should a dispute arise, the parties agree that they will meet, either by teleconference or in person in an effort to informally resolve the dispute. Should the parties not accomplish informal resolution of the dispute, the parties may then resolve the dispute in a judicial forum or, if the parties agree, by arbitration, according to mutually agreed upon rules. Should it be necessary for ACUCLAIMS to retain an attorney to collect any amounts owed to ACUCLAIMS under the terms of this Agreement, ACUCLAIMS will be entitled to recover in addition to its damages, all reasonable and related attorney fees, along with any expenses incurred.
X. Limitations of Liability:
(1) Force Majeure: ACUCLAIMS shall have no liability to Practice if fire, strike, theft, acts of God, or any other similar cause destroys or damages data or records. In the event of system malfunction, for whatever reasons, or inability to access the network, ACUCLAIMS shall not be liable for damage to or loss of any Practice data which has been entered into the computer system. However, ACUCLAIMS will use its best efforts to minimize the possibility of such damage to or loss of Practice data by use of regular backup procedures.
(2) Time-Barred Claims: ACUCLAIMS will use reasonable efforts to process medical billing claims. Nevertheless, ACUCLAIMS will have no liability to Practice for any claims that may be time barred from payment. In other words, the claims may be too old to be reimbursed by the payor, regardless of the reason for late submittal by ACUCLAIMS.
(3) Extension of Credit: Practice agrees to hold ACUCLAIMS harmless from liability resulting from violations of state or federal regulations relating to the extension of credit or handling of accounts receivable by Practice. Practice agrees to aid in the defense of ACUCLAIMS in any such federal or state proceeding.
(4) Limits on Indemnification: Practice agrees to indemnify, hold harmless, and defend ACUCLAIMS against liabilities, losses, penalties, claims, demands, costs, damages, and any other expenses including attorney fees, brought against it by any patient, insurance company or governmental agency, as a result of acting on Practice’s behalf. ACUCLAIMS in no event, shall be held liable for any incidental, consequential or any other damages, whatsoever their type or cause, arising out of, or in connection with, ACUCLAIMS services to Practice.
(5) Taxes: ACUCLAIMS fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Practice shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on ACUCLAIMS income. If ACUCLAIMS is found to be responsible for the withholding and payment of taxes on Practice’s behalf, Practice agrees to indemnify ACUCLAIMS with respect to the full amount of taxes due together with applicable interest and penalties.
XI. Miscellaneous:
(1) Possession of Original Documents: Practice agrees to maintain originals of all copied patient information supplied to ACUCLAIMS so that at no time will ACUCLAIMS possess data that is not simultaneously maintained in Practice’s own office. Practice shall remain responsible for maintaining a current and complete copy of all Practice information in a secure location, and Practice agrees that it will keep data as long as required under applicable federal and state document retention requirements, OR at least seven (7) years, whichever is longer. Practice agrees that any work that has been recorded on insurance logs, communications, work logs or software by ACUCLAIMS and its employees is not and does not become the property of Practice. Practice further agrees that ACUCLAIMS may keep a copy of all coding and billing information for its records.
(2) Unclaimed Property / Unclaimed Overpayments: With respect to any unclaimed property, including unclaimed overpayments, covered under any applicable state escheat laws, ACUCLAIMS assumes no responsibility as to the establishment of accountability. Practice agrees to instruct ACUCLAIMS in writing as to its wishes regarding handling of
unclaimed property and / or unclaimed overpayments.
(3) Entire Agreement: This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement may only be modified or amended if the amendment is made in writing and is signed by both parties.
(4) Severability: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
(5) Assignment: This Agreement shall be binding and inure to the benefit of the heirs, legatees, successors, and assigns of each party, including transfer of ownership.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the date first above written.
Provider Acceptance