This New Practice Services Agreement (“the Agreement”) is entered into as of
(“the Effective Date”) by and between
(1) REV Billing, Inc. (“REV”), a Georgia corporation located at 2795 Jodeco Drive, Jonesboro, GA 30236;
(2) Physicians Reimbursement Specialists LLC (“PRS”), located at 4706 Habersham Ridge, Lilburn, GA 30047;
and (3) (“Client”),
located at .
REV, PRS, and Client are collectively referred to herein as “the Parties” and individually as “Party.”
WHEREAS, REV is in the business of helping grow chiropractic practices by providing concierge-level services and personalized support to educate chiropractic practices about billing and other growth-oriented factors;
WHEREAS, PRS is a healthcare billing and service company which (1) provides computerized claims, billing, and collection services and (2) files medical insurance claims (“Claims”) with government and commercial entities; and
WHEREAS, Client is a chiropractic practice who desires to retain REV and PRS to jointly provide Client with personalized services as set forth in this Agreement;
IT IS THEREFORE AGREED AS FOLLOWS:
The term of this Agreement (“the Term”) shall be for 12 months commencing on the first day of the first month immediately following the Effective Date. This Agreement shall automatically renew its Term unless a Party provides the other Parties with written notice of their intent to terminate the Agreement at least 60 days prior to the end of the Term.
Following the first renewal of the Term, any Party may terminate this Agreement at any time by providing the other Parties with at least 60 days written notice of their intent to terminate the Agreement.
During the Term, REV shall provide Client with assistance in developing the growth of Client, through (i) liaising with PRS on Client’s behalf regarding Client’s Claims, (ii) educating Client about successful billing practices and procedures, (iii) providing Client with access to REV’s online learning platforms, education modules, and (iv) other Client support tools. Additionally, during the Term, REV may offer Client access to REV’s private social media forums, provided that Client fully complies with all terms and conditions set forth by REV for these resources;
Client may request, in writing, that PRS provide it with additional services that go beyond the established scope of this Agreement. Such services may include on-site training or other personalized offerings or advice. Any such request shall be memorialized in a separate written Scope of Work to be signed by both REV and Client. Any additional amounts due to PRS for these services shall be paid by Client in accordance with the payment terms set forth in this Agreement; and
During the term of this Agreement, REV shall be responsible for any and all payments due to PRS for billing services rendered by PRS to Client or on Client’s behalf. Any amounts due to PRS for additional services provided to Client under
(b) above shall be the sole responsibility of Client.
During the term of this Agreement, PRS will process all Client’s Claims by either electronic or paper means; and
PRS shall keep any and all PHI (as defined below) or other information provided to it by Client confidential and PRS shall not disclose the same to anyone outside of PRS other than to the extent it is necessary for PRS to process and submit Claims for Client. REV shall not receive any PHI from PRS or Client, and neither PRS nor Client shall tender any PHI to REV, under this Agreement. For purposes of this Agreement, “PHI” shall refer to any protected health information covered by the provisions of the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
Client shall promptly and fully cooperate with any reasonable and appropriate requests from REV or PRS under this Agreement;
During the Term and for 2 years thereafter, Client shall not solicit or attempt to solicit other clients of REV that it is introduced to by REV for purposes that are competitive with REV’s business as set forth in this Agreement.
Client shall fully comply with all the terms and regulations set forth by REV in connection with REV’s group and/or social media offerings or forums;
Client shall make available to PRS any and all information necessary for PRS to properly process Client’s claims and shall also submit such billing and insurance information to PRS. Client shall provide PRS via FedEx two day service, at PRS’s expense for up to 1 submission per week, with all appropriate Explanation of Benefits or copies of checks so that PRS may properly post payments to Client or Client’s account during the term of this Agreement.
Client will not use the services of any other third-party claims processing services and Client agrees that PRS shall be Client’s sole third-party claims processor for Client’s Claims during the Term.
During the Term and for 2 years thereafter, Client shall not solicit or otherwise request that PRS provide Client with products or services that are competitive with those provided by REV under this Agreement.
Client will cooperate with REV or PRS’s requests for technical assistance in furtherance of this Agreement, including but not limited to providing PRS with remote access to Client’s electronic billing systems.
For the first 3 months of this Agreement, once Client starts treating patients in there facility, Client shall pay REV the sum of $500.00 per month. Beginning in the fourth month, Client shall pay to REV an amount equal to the greater of (i) either 9% of all payments posted by PRS for Client or
(ii) $800.00 per month;
If Client requests, in writing, that REV assist Client with insurance credentialing, then Client shall pay REV the total sum of $1,000.00, provided that Client may either pay this amount upon its request or by paying at least $250.00 per month, such that the entire amount is paid within 4 months;
All payments made by Client to REV under this Agreement shall be made by ACH as set forth in the ACH Authorization accompanying this Agreement;
For purposes of this Agreement, REV will determine the amounts due from Client on the last day of each month and will electronically send Client a monthly statement by the fifth calendar day of the following month. Client’s bank account will be auto-debited via ACH on or about the fifteenth calendar day of each month for any and all outstanding amounts then due REV under that statement;
If Client fails to submit payment, or Client’s payment, to REV get declined or returned for any reason, Client shall be responsible for paying, in addition to the principal amount billed, a $50.00 administrative fee;
If Client at any time initiates a charge-back of any ACH payment under this Agreement, then REV may bill Client a $150.00 administrative charge in addition to any other amounts billed to Client;
Any and all balances not paid within 30 days of statement will accrue interest at the rate of 1 ½ % per month; and
Notwithstanding any other terms in this Agreement, REV and PRS reserve the right to cease providing any services under this Agreement to Client if any
statement is not paid within 30 days. Neither REV nor PRS shall have any liability whatsoever to Client if either REV or PRS cease to provide any services under this Agreement to Client due to Client’s non-payment.
Client assumes the sole legal responsibility for and shall indemnify and hold harmless REV and PRS for any services rendered to Client under this Agreement, including but not limited to PRS’s processing and submission of Claims on Client’s behalf. Each Party shall promptly give notice to the other Parties of any disputes, conflicts, or other claims related to services under this Agreement, including, but not limited to any notice given by a governmental or commercial entity arising out of or related to a Claim.
To the extent that REV shares any digital or tangible content to Client under this Agreement, including but not limited to access to online videos or private social media forums, Client shall have a non-exclusive license to use such content for non-commercial uses (i.e., shall be used solely for Client’s education and information purposes) during the Term. No ownership interest in such content shall be conveyed to Client under this Agreement.
Notice. All notices hereunder shall be in writing and shall be served by hand delivery, by registered or certified U.S. Mail, to each Party at their address listed on the first page of this Agreement and by email as follows:
If to REV: email@example.com
With a copy to __________________
If to PRS: firstname.lastname@example.org
With a copy to __________________
If to Client:
With a copy to
Any Party may change their mailing address from the address on the first page by providing all other Parties with a written notice of the Party’s new address at least 45 days before the effective date of any such change.
In the event of a legal dispute arising out of or relating to this Agreement, REV and PRS shall be entitled to recover all costs and actual legal expenses incurred or paid by them in connection with their efforts to collect any amounts due or to enforce their rights under this Agreement;
Time is of the essence for this Agreement;
This Agreement contains the entire agreement between the parties with regard to the matters set forth in it and shall be binding upon the successors, assigns, representatives, officers, directors, shareholders, employees, parent, subsidiary and affiliate corporations of any Party;
This Agreement shall supersede any prior negotiations, agreement, terms and conditions or provisions by and between the Parties with respect to the subject matter of this Agreement;
If any section of this Agreement is held to be not valid or unenforceable by a court of law, such act will not affect the validity and enforceability of all other sections of this Agreement;
The failure by REV or PRS to insist upon strict performance of the terms of this Agreement by Client, or to exercise any remedy available herein, shall not be construed as a waiver or a relinquishment of such term or provision, but rather the same shall continue in full force and effect;
This Agreement has been entered into under and shall be governed by the laws of the State of Georgia. The parties agree that the Superior Court of Clayton County, Georgia, which shall be the sole and exclusive jurisdiction and venue for all disputes between the Parties under this Agreement and each Party hereby irrevocably consents to the jurisdiction and venue of the Superior Court of Clayton County, Georgia.
Any person signing on behalf of a Party represents and warrants that he or she has the authority to execute this Agreement on behalf of that Party; and
This Agreement may be executed in one or more counterpart originals or copies, including by facsimile transmission or by uneditable electronic transmission (i.e., PDF), each of which shall be an original, but all of which together shall be deemed to constitute a single document.