URGENTIQ REVENUE CYCLE MANAGEMENT ADDENDUM

Last Updated: January 31st, 2023

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Please readthis UrgentIQ Revenue Cycle Management Addendum(“Addendum”)carefully. ThisAddendumgoverns UrgentIQ’s provision of revenue cycle management services, and Customer’s (as defined below) use thereof, as set forth in an Order Form (as defined below) executed between by and between UrgentIQ Inc. (“UrgentIQ”) and Customer (each, individually, a “Party” and collectively, the “Parties”). THE ADDENDUM IS EFFECTIVE AS OF THE ORDER FORM EFFECTIVE DATE. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE ORDER FORM OR IN THE URGENTIQ TERMS OF SERVICE.

BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE, BY CLICKING ON THE “I ACCEPT” BUTTON, AND/OR OTHERWISE USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES (“CUSTOMER” or “YOU”) IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS ADDENDUM.IFTHE INDIVIDUALSIGNINGTHEORDER FORMFORCUSTOMER ISSIGNINGONBEHALFOF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHERLEGALENTITY.IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS,YOU MAY NOT ACCESS OR USE THE SERVICES.

1.DEFINITIONS.

As used herein, the following terms have the following meanings:

“Billing Information” means all billing and encounter information and documentation for all patients of Customer, including, but not limited to the name of the patient, patient demographics, 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 Current Procedural Terminology (CPT) or International Classification of Diseases (ICD) procedure codes and diagnosis codes (including associated modifiers, if applicable), and any supporting medical information that is necessary to obtain payment or reimbursement for services.

“First Charge Entry Date” means the first date that Customer performs or cause UrgentIQ or its subcontractor to perform charge entryservices; the First ChargeEntry Date shall be mutually agreed by the parties (andif the parties do not determine such a date, the First Charge Entry Date shall be the date that is 30 days following the Effective Date).

“Final Charge Submission Date” means the last day of the full calendar month following three calendar months after notification of termination is received. For example, if termination notice is provided on September 30, the Final Charge Submission Date is December 31.

“Law” means any federal or state statute or regulation, and any provider handbook or manual published by the Centers for Medicare & Medicaid Services (CMS), a state Medicaid program or any other government health care benefit program, or other policy enforced by a government entity.

“RCM Services” means the following services:

1. Standard implementation and the establishment of electronic data interface agreements between Customer and applicable carriers;
2. Customer access to and use of the following UrgentIQ’ certain applications hosted by UrgentIQ or a subcontractor.
3. Claims submission, which means the submission (in either electronic or paper format) to governmental and private third-party payors of charges, exclusions, denials and secondary claims within statutory periods;
4. Insurance accounts receivable follow up for all 30+ aging, which means appropriate correspondence with governmental and private third-party payors (including periodic monthly follow-up for status, research, and resubmission of denials), customer service (e.g., payor billing inquiries) and claims appeals;
5. Payment posting, which means the receipt from Customer of EOBs or other patient payment information (e.g., copayment information), receipt from private third-party payors of electronic remittance advices and other 835 files, and the entry of relevant data into the relevant programs;
6. Provision of the following standard month-end reports: account receivables summaries, productivity reports for procedures and providers, month-end close report (i.e., charges, payments, adjustments, and standing accounts receivable) and management summary;
7. Periodic updating of the master files of CPT codes and ICD codes within the relevant programs; and
8. Refund processing, which means posting of Customer’s refund check to the relevant programs.

“Termination Date” means the last day of the second month following the month in which the Final Charge Submission Date occurs. For example, if the Final Charge Submission date is December 31, the Termination Date will be February 28.

2.SERVICES.

Subject to Customer’s payment of the Fees), UrgentIQ will provide Customer with UrgentIQ shall provide to Customer the RCM Services.

3.CUSTOMER OBLIGATIONS REGARDING RCM SERVICES.

1. Customeris solelyresponsible forthe accuracy and completeness ofanyand allBilling Information, whether input by Customer into the relevant programs, or provided to UrgentIQ hereunder. Customer shall only submit (and shall only cause UrgentIQ to submit) claims for reimbursement that Customer believes are true, correct and in accordance with applicable Law and health plan coveragerequirements. Without limiting theforegoing, Customershallcomplywith applicable Law and official diagnosis and procedure code manuals when assigning CPT and ICD codes to items and services provided toCustomer’spatients. UrgentIQor, as applicable, its subcontractorassumesthe responsibility to code the charts and assign diagnosis and procedure codes to items and services provided by Customer. Customer agrees to promptly correct and resubmit any Billing Information and claims which UrgentIQ returns due to a compliance related error.
2. From and after the First Charge Entry Date, Customer shall provide to UrgentIQ (i) such Billing Information or access to the billing information as may be requested by UrgentIQ in order to perform the RCM Services hereunder, and (ii) with such information and Customer signatures as may be necessary in order for UrgentIQ (a) to assist Customer in properly completing electronic data interchange agreements, and (b) to be able to obtain from governmental payors or private third-party payors information regarding claims submitted to such payors (including carrier website access). Customer shall not take any action that could reasonably be expected to interfere with UrgentIQ’ performance of the RCM Services. (c) provide access to payor websites for which Customer has already created logins to check for claim statuses and retrieval of EOBs or assist UrgentIQ with information to create such logins wherever possible. (d) Customer agrees and approves UrgentIQ to create logins for those payor websites for which Customer does not have the access and agrees to assist in creating such logins if it needs Customer’s intervention.
3. Customer shall procure and maintain current National Provider Identifiers and other necessary provider numbers for all Customer’s physicians, nurse practitioners, physician assistants and other professional employees and contractors providing medical or other professional services, as necessary or appropriate to allow UrgentIQ to obtain payment or reimbursement from governmental payors and private third-party payors, and Customer will provide UrgentIQ with all such information, and any updates or modifications to such information, within the timeframe reasonably requested by UrgentIQ. Customer will update UrgentIQ periodically on credentialing status of each physician or nurse practitioner with payors.
4. Notwithstanding the authority granted to UrgentIQ herein, UrgentIQ and Customer agree that Customer shall retainthe authority to direct the medical and ethical aspects of Customer’s medical practices and shall retain control of all aspects of its business and affairs that may not legally be carried on by persons other than persons who are duly licensed to practice medicine or surgery in the state or states in which such person’s practice.

4.PAYMENTS FROM THIRD-PARTY INSURANCE PAYORS AND PATIENTS.

All reimbursements from all governmental (including Medicare and Medicaid) payors, private third-party payors, and patient payments shall be received directly by Customer. Customer shall promptly send all insurance correspondence and EOBs and bank deposit logs (or complete copies of these documents) to UrgentIQ (or its designee) without failure within 3 days from the receipt of such documents. Customer understands that failing to forward EOBs in timely fashion can result in delayed processing of any denials received, failure to submit claims to secondary insurances due to absence of primary EOB, posting of payments, posting and reconciliation errors, and crossing of timely filing limits for primary or secondary insurances. Customer agrees to follow any control procedures implemented by UrgentIQ that are designed to ensure the proper transmission and receipt of such information. Customer agrees to provide UrgentIQ with audit control figures containing all patient visits and payments collected so that UrgentIQ may balance charges and payments posted by UrgentIQ back to Customer totals. If Customer utilizes a lockbox service to receive insurance payments or patient payments, Customer shall give UrgentIQ proper access to such lockbox to enable UrgentIQ to retrieve documents and images sent to such lockbox. Customers shall forward the deposit logs and bank statements for reconciliation of payments posted. If Customer fails to do so, UrgentIQ does not take responsibility to reconcile later except for the current running month and a month prior to that.

5.INDEMNIFICATION.

Customer shall indemnify and hold harmless UrgentIQ and its affiliates, and its and their respective officers, directors, employees, representatives, subcontractors, and assigns from and against any claims, losses, costs (including reasonable attorney’s fees), damages, expenses, sanctions, fines, or penalties (collectively “Losses”) arising out of or related to (i) any failure to pay any fees due hereunder, (ii) any act or omission by Customer that results in UrgentIQ submitting any false or fraudulent claim to any governmental payor or private third-party payor, and (iii) any violation of Law committed by Customer, its employees or representatives.

6.PATIENT STATEMENTS.

Paper Statements will be generated for the responsible parties once in a month for all the patients whose balance is above $25. A maximum of two monthly statements will be generated for each responsible party, and a soft collection letter or phone call is made to reach the patient in third attempt. If patient does not respond, the details of such cases are forwarded to the Customer and upon approval from Customer or in case if there is standing instruction from Customer these accounts will be moved to collections.

7.POST TERMINATION SUPPORT.

Following the Termination Date, UrgentIQ will not undertake any kind of requests for any additional help or documentation or data related to past billing unless it is judiciary request coming from any competent agency that has authority to make such request.

8.MISCELLANEOUS.

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1. Compliance with Anti-Assignment Laws. The parties understand, acknowledge and agree that, notwithstanding anything herein to the contrary, neither UrgentIQ, nor any affiliate or agent of UrgentIQ, has the ability to either (i) receive payments of Medicare reimbursement directly from CMS, or (ii) convert any payment of benefits assigned to Customer to UrgentIQ’s, such affiliate’s or such agent’s own use and control without the payment first passing through the control of Customer.
2. Standards, Accreditation, Licensure. Customer shall ensure that it meets all medical practice, licensure and ethical standards, which are pertinent to its activities or which by contract it has agreed to abide. Without limiting the foregoing, Customer shall ensure that each physician employed by Customer and any other professional employees and contractors of Customer providing medical or other professional services has an unrestricted license to practice medicine or his or her other profession in the state(s) in which they practice, and Customer will inform UrgentIQ immediately of any change in the status of any such unrestricted license.
3. Inspection and Audit Rights. UrgentIQ and its subcontractors shall have the right to audit or inspect and copythebooks and records of the Customer toensure compliance with Customer’sobligations under this Addendum. In the event of any investigation, proceeding or litigation involving any governmental entity, Customer shall make available to UrgentIQ for inspection and copy any clinical documentation reasonably necessary for UrgentIQ to respond, participate or defend itself in any such investigation, proceeding or litigation.
4. No Referrals. The parties agree that no payment or other remuneration that is offered, paid, solicited or received hereunder is to improperly induce any person to (i) make referrals for items or services for which payment may be made in whole or in part under Medicare or other Federal Health Care Programs (as defined in 42 CFR § 1320a-7b(f)); or (ii) purchase, lease, order or arrange for or recommend purchasing, leasing, or ordering any items or services that may be covered by Federal Health Care Programs.
5. Call and Conference Recordings. Customer understands that there might be instances where information pertaining to billing or clinical data and any other important issues gets shared over phone/videos calls or tele conference calls. UrgentIQ and its subcontractors shall retain those business call and conference recordings so that there is no dispute in what is instructed and said and what is agreed upon in the future. Customer fully understands this and consents to UrgentIQ’ and its subcontractor’s recording of such inbound and outbound calls/conferences and conferences explicitly for purpose of audit trail of any oral information exchanged between Customer or its staff with any employee of UrgentIQ and its subcontractors pertaining to the services rendered by UrgentIQ and its subcontractors and utilized by Customer.