AGENCY AGREEMENT This Agreement is between Theramax Therapy Services, PC, ( THERAMAX, "Theramax Staffing"), and, with license number valid until ( Agency ). 1. PARTIES AND CONSIDERATION:THERAMAX is a health care service company providing physical therapy, occupational therapy, speech therapy, and services (collectively, Services ). AGENCY is a health care agency requiring the services of THERAMAX for its patients. Based on mutual consideration and benefits, THERAMAX and AGENCY hereby enter into this Agreement. 2. TERM AND TERMINATION: This Agreement commences immediately (upon the date of execution) and may be terminated by either party at any time with at least thirty (30) days prior written notice delivered to the other party at such party s notice address as specified herein. Termination of this Agreement shall terminate the obligation of THERAMAX to AGENCY but, without limitation, shall not terminate or extinguish the obligation of the AGENCY to pay any amount owing to THERAMAX for the Services THERAMAX rendered prior to and up to termination, and shall not abrogate the right of THERAMAX to seek redress for any other amounts owed by AGENCY to THERAMAX hereunder. 3. LIABILITY AGENCY and GUARANTOR: Agency, as well as any Guarantor(s) signing a guaranty related to this Service Agreement, is/are jointly and severally liable for repayment of all obligations at any time outstanding under this Agreement, or any extension, renewal or modification hereof, regardless of who received the benefit of the Account. 4. ADVANCE PAYMENT: THERAMAX may require the agency to provide an advance payment prior to any provision of any services under this Agreement should the Agency fail to demonstrate unsatisfactory credit rating during THERAMAX background check. The advance payment will be credited to the last invoice of the AGENCY should any or both parties mutually agree to terminate this agreement THERAMAX may also require the agency to provide a further ADVANCE PAYMENT prior and/or during the duration of this agreement under the following conditions: (a) (b) (c) The agency failed to pay any THERAMAX invoice for more than 30 days; The agency incurs two (2) past due invoices; or The Agency s average monthly invoice is twice the credit limit that THERAMAX, in its sole discretion, approved for the Agency. Should THERAMAX require an additional ADVANCE PAYMENT from Agency, the total amount of Agency s ADVANCE PAYMENT should not exceed the amount equal the average invoice of two (2) weeks. Page 1 of 11
THERAMAX also reserves the right and in its sole discretion, to forfeit the advance payment in an event of any breach of any provision under this agreement. Should the Agency fail to establish satisfactory credit rating during the Term of this agreement, THERAMAX may apply the ADVANCE PAYMENT against the outstanding balance on Agency s final bill. Should the ADVANCE PAYMENT exceed the outstanding balance, THERAMAX will refund any excess back to the Agency. 5. CREDIT LIMIT:THERAMAX may establish a credit limit for Agency s account under this Agreement. THERAMAX may increase or decrease Agency s credit limit as THERAMAX deems appropriate from time to time. Agency understands that the credit limit is the maximum amount of credit that Agency can have outstanding on Agency s account with THERAMAX at any time. If Agency makes a credit request that would exceed the credit limit, THERAMAX, in its sole discretion, can approve or deny the credit request. If such a request is honored, THERAMAX may demand payment of the excess amount, and, if demanded, Agency will immediately repay the excess amount. 6. NOTICE OF REPORT TO CREDIT BUREAUS:THERAMAX may report information about Agency s account or about any Guarantor to credit bureaus. Late payments, missed payments, or other defaults on this account may be reflected in Agency s credit report. If you believe THERAMAX has furnished inaccurate or incomplete information about Agency, Agency s account, or Guarantor to a credit reporting agency, Agency or Guarantor shall fax to THERAMAX at 1-888-336-7050 notice of the claimed inaccuracy or incomplete information. Any such notice shall include Agency s or Guarantor s name, address, home/company phone number, and account name, and explain what Agency or Guarantor believes is inaccurate or incomplete. A copy of such notice shall also be delivered to THERAMAX at the notice address provided herein. 7. SUCCESSORS AND ASSIGNS: Agency agrees that THERAMAX may at any time sell, assign or transfer to another person Agency s account, Agency s account balance, or this Agreement. The person or entity to whom THERAMAX sells, transfers or assigns Agency s Account, Agency s Account balance, or this Agreement will have all the rights under this Agreement that THERAMAX has, and Agency s obligations under this Agreement remain binding on Agency. 8. COMPLIANCE FOR SERVICES:THERAMAX warrants that (a) THERAMAX is not excluded from any state or federal health care program, or any third party payer program, has not been excluded from any such program, and that no basis exists for such exclusion, and (b) THERAMAX, its employees and agents have not been subject to any final adverse action as defined under the Health Care Fraud and Abuse Data Collection Program. Services will be provided only to patients properly admitted by AGENCY upon the referral of a licensed physician and in accordance with a plan of care. 9. REFERRALS TO THERAMAX:THERAMAX has at least twenty-four (24) hours upon receipt of referral from AGENCY to decide whether to confirm or refuse service to AGENCY'S referred patient. THERAMAX may refuse service to AGENCY's referral with or without cause and shall inform AGENCY of its refusal promptly. All referrals received after 4:00 p.m. on a business day or during weekends will be considered received the following business day. THERAMAX will initiate Services within five (5) business days upon confirmation of service to AGENCY's referral. THERAMAX will inform AGENCY within twentyfour (24) hours if THERAMAX is unable to perform an initial evaluation of a patient as stated to AGENCY. THERAMAX shall provide AGENCY, within seven (7) days of initial evaluations or as soon as possible thereafter, with clinical and/or progress notes, discharge notes, and periodic patient evaluation reports of patients receiving Services. Moreover, with respect to the Services provided to AGENCY, THERAMAX shall take the actions described in Exhibit A, attached hereto and made a part hereof, with respect to any patient accepted by THERAMAX. Page 2 of 11
10. RESPONSIBILITIES OF AGENCY: AGENCY agrees that: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) AGENCY has sole authority to accept, admit, readmit, assign, and discharge patients. AGENCY shall ensure that all patients referred to THERAMAX shall have a valid order from the patient s physician for requested Services. AGENCY has the ultimate responsibility for administration and supervision of Services rendered to the patient. AGENCY shall utilize THERAMAX's forms, timely updated or revised as required by changes in Medicare and other Federal and State laws and regulations. AGENCY shall provide THERAMAX with a clear and legible request for Services for each patient referred and shall use THERAMAX s referral form. Agency shall verify the patient data to be correct, including but not limited to patient s address and contact information, prior to sending the patient information to THERAMAX. AGENCY shall ensure THERAMAX s participation in all team conferences relevant to patients receiving Services from THERAMAX. AGENCY shall provide an unencumbered communication channel between the patient's medical and/or nursing caregivers and THERAMAX regarding patient evaluation and care. AGENCY, in writing, shall provide upon referral to THERAMAX patient s availability schedule for Services, e.g., homebound status, standing weekly doctor visits, periodic cancer treatment times, etc. AGENCY shall allow THERAMAX at least twenty-four (24) hours to accept or refuse service to Agency s referred patient. AGENCY shall control, coordinate, and evaluate the Services rendered by THERAMAX in the following manner: (1) Providing orientation to THERAMAX's therapists by AGENCY, about Agency s staff, policies and procedures, medical records systems, and patient care plans; (2) Involving THERAMAX's therapist in patient quality of care review, with recommendations regarding necessary changes in procedure based on those reviews; (3) Scheduling conferences with AGENCY Director of Nursing or her/his appointed staff on a regular basis; (4) Periodically reviewing THERAMAX policies and procedures relating to its Services; and (5) AGENCY shall have access to THERAMAX's records, equipment and materials relating to Services provided to AGENCY and its patients, in order to carry out such periodic review and evaluation of THERAMAX's Services. AGENCY shall not hire, solicit for hire, or otherwise employ the services of any employee or independent contractor of THERAMAX during the period that such person or entity is under contract with or employed by THERAMAX and for a period of one year after their contract or employment with THERAMAX ends. This provision, without limitation, shall survive the termination of this Agreement and each violation of this Page 3 of 11
provision shall entitle THERAMAX to a finder's fee from AGENCY amounting to $10,000.00 due and payable at the time violation occurs. (l) AGENCY shall promptly notify THERAMAX in writing if any of the following occurs: (1) AGENCY is the subject of an inquiry or investigation by a government or a federal agency, or any other institution, or entity with authority to investigate AGENCY's conduct of business or services; (2) AGENCY is the subject of an adverse action in relation to its business practice or services; (3) AGENCY or anyone under its supervision breaches the confidentiality of patient's information or THERAMAX's protected business information as contained in this Agreement; (4) AGENCY changes ownership, physical address, phone numbers, email address, and/or website address; (5) AGENCY is suspicious of illegal or unethical business practices of THERAMAX's employee or employees; or (6) AGENCY no longer maintains the necessary qualifications, certifications and/or license to provide Services to patients. 11. SERVICES FEES. AGENCY shall pay THERAMAX in accordance with the schedule of fees described in Exhibit B, attached hereto and made a part hereof. 12. A: BILLING AND INVOICE: THERAMAX shall send the AGENCY weekly electronic invoices accounting for the previous week s actual Services rendered per this Agreement, with the corresponding documentation such as but not limited to service/visit notes, evaluation, discharge summaries, and/or other documentation relating to the rendered Services submitted to AGENCY s designated point of contact as identified in Exhibit C. B: PAYMENTS: INVOICES ARE PAID WEEKLY. ALL INVOICES ARE DUE AND DEMANDABLE AFTER SEVEN (7) DAYS FROM THE ORIGINAL INVOICE DATE. THERAMAX ALSO RESERVES THE RIGHT TO CEASE THE PROVISION OF SERVICES, GIVEN DUE NOTICE, IF ACCOUNT REMAINS UNSETTLED. THERAMAX currently utilizes online payment facilities such as but not limited to Bill.com and other similar platforms available to the market. THERAMAX reserves the right to change payment platforms with the obligation to notify its partner agencies. AGENCY shall promptly send their payment to THERAMAX using any of the following payment options: 1. Electronic Fund Transfer AGENCY transfers funds electronically from their Bank Account going to THERAMAX s designated bank account. This can be done in two ways, which are as follows: a. AGENCY INITIATED: AGENCY processes payment electronically using their online bank access. Funds are directly transferred to THERAMAX s bank account. b. THERAMAX INITIATED: THERAMAX process payment electronically by requesting AGENCY s bank information such as but not limited to Bank Routing Number and Bank Account number. Funds are withdrawn from Agency s bank account as authorized. 2. Debit Card Payments AGENCY completes the payment of invoiced amounts using their debit cards. This can be done in two ways, which are as follows: a. SELF-HELP: AGENCY processes payment through their debit card using the link provided in the invoice. AGENCY manually directly enters their debit card details through the payment system. Page 4 of 11
b. ASSISTED: AGENCY calls THERAMAX to assist in processing payments for their invoices using their debit card. THERAMAX may ask for bank information such as but not limited to the Debit Card Number, Account Number, Billing Address, CVV/CVV2, Expiration Date, Card Issuer, Cardholder s Name, and Name printed on the Debit Card. 3. Automatic Debit Authorization AGENCY automatically completes the payment through a pre-arranged schedule. All current and outstanding invoice amounts shall be automatically debited from the AGENCY s designated bank account. C: PAST DUE AND COLLECTION: All past due amounts shall bear an interest of at least one and one-half percent (1.50%) per month, and not to exceed 18% per annum. If at any event an invoice is not paid within seven (7) days after the due date, the AGENCY may be considered In Default of the Agreement and THERAMAX, upon its discretion without notice and limitation, may terminate this Agreement, and may seek other legal options to recover its financial loss. THERAMAX also reserves its rights to share and distribute necessary information to its agents and/or affiliated to contact, through any means of communication, AGENCY regarding delinquent account balances at any time. D: CESSATION OF SERVICES: In an event in which the AGENCY defaults on its payment, THERAMAX reserves its rights, without prejudice, to cease and suspend services rendered in behalf of the AGENCY, and/or withhold any and all records pertaining to services delivered, whichever deemed necessary. The AGENCY also releases THERAMAX from all pending, current, and future obligations and liabilities resulting from the cessation of services. Cessation of services shall commence the nearest Monday after being consider in payment default. 13. NOTICE. All notices, requests, demands and other communications hereunder shall be deemed to be duly given if delivered by hand or if mailed by certified or registered mail, postage prepaid, at the addresses set forth below: (a) Theramax Therapy Services, PC 7211 Regency Square Blvd. Suite 110, Houston, TX 77036 (b) Agency: 14. COMPLIANCE WITH LAWS AND REGULATIONS: In the event that any local, state, or federal governmental agency promulgates any law or regulation that may affect the validity or enforceability of any term of this Agreement, either party may elect to renegotiate the provision so affected, and the remaining provisions hereunder shall continue in full force and effect. 15. SEVERABILITY: If any term, provision, covenant, or condition of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Page 5 of 11
16. RULES AND REGULATIONS: Notwithstanding any other provision in this Agreement, AGENCY remains responsible for ensuring that any Services provided pursuant to this Agreement complies with all pertinent provisions of federal, state and local laws, rules and regulations. 17. REPRESENTATIONS OF THERAMAX:THERAMAX warrants that upon execution and throughout the term of this Agreement: (a) THERAMAX has, and shall maintain all appropriate federal and state licenses and certifications that are required in order for THERAMAX to perform the Services required under this Agreement and to receive payment for said Services; (b) THERAMAX s personnel, if any, are each in full compliance with all pertinent federal and state requirements, including but not limited to, immigration, licensing, certification, health and immunization status, in order to perform the functions assigned to him/her in connection with THERAMAX s obligations under this Agreement; and (c) THERAMAX does not have a direct or indirect financial relationship with any of its subcontractors, business associates, etc., or AGENCY that precludes THERAMAX from providing Services in accordance with current regulations governing referrals and kickbacks. 18. REPRESENTATIONS OF AGENCY: AGENCY warrants that upon execution and throughout the term of this Agreement: (a) AGENCY has all appropriate federal and state licenses and certifications that are required to perform this Agreement; (b) Each of the AGENCY s employees is in full compliance with all pertinent federal and state requirements, including but not limited to, immigration, licensing and certification, health and immunization status, in order to perform the functions assigned to him/her, which are required in connection with this Agreement; (c) AGENCY has all approvals and certifications required by the appropriate state and federal agencies in order to qualify for and participate in Medicare and Medicaid programs; (d) AGENCY certifies, by entering into this Agreement, that neither its principals nor employees is presently under investigation for wrongdoing, nor debarred, suspended, declared ineligible, voluntarily excluded from participation in health care reimbursement programs by any state or federal department or agency; and (e) AGENCY certifies that AGENCY does not have a direct or indirect ownership/relationship with THERAMAX or any of its subcontractors, business associates, etc., that precludes AGENCY from using the Services provided by THERAMAX in accordance with current regulations governing referrals and kickbacks. AGENCY further agrees to provide to THERAMAX immediate written notice and explanatory information as it develops, of any change of circumstance relative to these certifications. 19. RECORDS AND REPORTS:THERAMAX agrees to keep and maintain records of any Services delivered to AGENCY patients, as such records may be required by any federal, state, or local government agency, by AGENCY, or by any other party to whom THERAMAX s Services are rendered. Notwithstanding anything in this Agreement to the contrary, THERAMAX agrees to make all records of AGENCY s patients to whom THERAMAX has rendered Services available for Agencies or patient inspection, provided AGENCY is not delinquent in its payments to THERAMAX. 20. WARRANTY DISCLAIMER AND LIABILITY LIMITATION:THERAMAX MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION, THE EFFECTIVENESS OF THERAMAX'S SERVICES, THEIR MERCHANTABILITY, OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT. THERAMAX's liability and AGENCY s exclusive remedy for any claim or cause of action, whether based on, including, without limitation, contract, negligence, or strict tort liability, is expressly limited to replacement of the Services provided hereunder, or THERAMAX's insurance policy proceeds actually received, whichever is greater. MOREOVER, IN NO EVENT SHALL THERAMAX OR THERAMAX'S AGENTS BE LIABLE FOR DIRECT, Page 6 of 11
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS), HOWEVER BASED. The limits of the insurance carried by THERAMAX shall constitute the maximum limit of THERAMAX's liability hereunder. The parties, on behalf of their respective insurance companies, each waive and release any rights of subrogation that such companies may have against THERAMAX and AGENCY, as the case may be. 21. HEADINGS: Headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 22. GOVERNING LAW & VENUE: This Agreement shall be governed by the laws of the State of Texas, without regards to its conflicts of laws rules, except as such laws may have been pre-empted by applicable federal law. Any disputes between the parties shall be submitted to the state courts in Harris County, Texas with applicable jurisdiction. 23. ENTIRE AGREEMENT: This document embodies the entire agreement between the parties. It supersedes any and all prior understandings or oral or written agreements between the parties with respect to this subject matter. No variation or modification hereof shall be deemed valid unless in writing and signed by the parties hereto. 24. ATTORNEY S FEES: If any action at law or in equity is necessary to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. 25. ASSIGNMENT: AGENCY shall not assign this Agreement or AGENCY s rights under this Agreement without the prior written consent of THERAMAX. 26. TIME: Time constitutes an essential part of each and every part of this Agreement. 27. COUNTERPARTS: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Signed signature pages may be transmitted by facsimile or email, and any such signature shall have the same legal effect as an original. Executed this day of, 20. FOR THE AGENCY: EIN: FOR THERAMAX THERAPY SERVICES, PC: EIN: 20-4582731 Signature: Signature: Printed Name: Printed Name: Title: Title: Page 7 of 11
Personal Guarantee This will certify that I am a principal of the above-described business, and I do personally guarantee payment of the account and payment of any sums due by the above-named business. Signature:, Individually Date: Print Name: Home Phone Number: Social Security Number and/or Drivers License and Expiration Date: Home Address: Witness or Notary: Signature: Print Name: Address: Page 8 of 11
Exhibit A THERAMAX's therapists responsibilities shall be to: a) Assist the physician in evaluating the patient s functional level; b) Conduct an assessment of the patient s need for therapy services; c) Develop and implement patient s plan of care and if necessary, revise plan of care with the authorization of patient's physician and endorsed by AGENCY; d) Prepare and submit patient clinical and progress notes; e) Advise patient, patient s family, and authorized caregivers when necessary to the establishment of a safe and effective plan of care; f) Notify the patient and AGENCY of patient's discharge from THERAMAX s Services. The discharge planning will be documented on THERAMAX progress and/or communication note (the discharge summary will be submitted to the AGENCY within seven (7) days after the date of discharge from THERAMAX Services); and g) Participate in continuing education programs and maintain a valid license or certificate from the state's licensing agency. THERAMAX will assign applicable supervising therapist to therapy assistants in accordance with the rules set forth by the applicable TX State Board of Physical Therapy/Occupational Therapy Examiner as follows: a) Supervising therapist is responsible for and will participate in the patient s care and will be oncall or readily available upon notice; b) Supervising therapist may assign responsibilities to the assistant as defined in the Accreditation Handbook, The American PT Association January 1985; c) The supervising therapist shall evaluate the performance of the therapy assistant by preparing and submitting a Supervisory Record Form to the AGENCY each time supervising therapist evaluate patient and/or discharges AGENCY'S patient; and d) THERAMAX has the right to discharge a patient from its Services based on THERAMAX s evaluation of the patient and/or patient s suitability for THERAMAX's Services. Moreover, THERAMAX shall promptly notify AGENCY if any of the following occurs: a) THERAMAX is subject of an inquiry or investigation by a government or a federal agency, or any other institution, or entity with authority to investigate THERAMAX's conduct of business or Services; b) THERAMAX is subject of an adverse action in relation to its business practice or Services; and c) THERAMAX or anyone under its supervision breaches confidentiality of patient's information or AGENCY'S protected business information as contained in this Agreement. Copies of the licenses of Therapist authorized by THERAMAX to perform Services pursuant to this agreement will be kept at THERAMAX office and will be made available to AGENCY upon written request. Page 9 of 11
Exhibit B AGENCY shall pay Theramax the following fees for its services: VISIT TYPE Physical Therapy Occupational Therapy Speech Therapy Adults Pediatric Adults Pediatric Adults Pediatric Evaluation 80.00 100.00 80.00 100.00 95.00 100.00 Re-Evaluation 80.00 100.00 80.00 100.00 95.00 100.00 Discharge 80.00 100.00 80.00 100.00 95.00 100.00 Follow-up 75.00 95.00 75.00 95.00 90.00 95.00 Other Services In Services, Case Conferences, Reviews, QA, Professional Advisory, Meetings Wheel Chair and Scooter Assessment Home Safety and Accessibility Modification assessment Rate USD 85.00 per hour - Adults USD 100.00 per hour - Pediatric USD 100.00 per visit USD 100.00 per visit Please note THERAMAX may require the agency to provide an advance payment prior to any provision of any services under this Agreement as provided in Section 4 of this agreement In the event that a therapist appears for a scheduled patient service, arranged and with the assurance by agency of patient s availability for said service, and the patient is not present at the stated location, Agency shall pay THERAMAX $42.50 for missed visit. In the event that a Therapist appears for a scheduled patient visit, which has been cancelled due to hospitalization of the patient or discharge of the patient from the AGENCY`S care, and THERAMAX has not received prior notice of cancellation, AGENCY shall pay THERAMAX a fee of 42.50 for each such visit. This fee structure may be increased or decreased by THERAMAX, upon (30) days written prior notice to AGENCY, subject to AGENCY`s right to terminate the Agreement, where AGENCY does not conform to the proposed change in fee structure. Page 10 of 11
EXHIBIT C DOCUMENTATION Please provide the complete details of the person who is responsible of receiving the progress notes and invoices from Theramax Therapy Services, PC: Complete Name: Designation: Phone Number: Valid Email Address: FINANCE Please provide the complete details of the person who is responsible of processing and making payments of invoices to Theramax Therapy Services, PC: Complete Name: Designation: Phone Number: Valid Email Address: Please provide the complete details of your Patient Coordinator: Complete Name: Phone Number: Valid Email Address: IMPORTANT NOTICE: All progress notes and invoices will be sent electronically. Hence, it is a MUST that email address provided to Theramax Therapy Services, PC is valid and working. Theramax waives its liabilities for non-delivery and/or errors encountered due to incorrect and/or misspelled email addresses. Page 11 of 11