THE RCM SERVICES PROVIDED BY INSYNC HEALTHCARE SOLUTIONS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“INSYNC HCS”) ARE CONDITIONED UPON THE COMPLIANCE AND ACCEPTANCE OF THESE TERMS AND CONDITIONS BY THE PRACTICE AND ITS USERS AS DEFINED IN THE INSYNC HCS EMR/PM TERMS AND CONDITIONS AS WELL AS ANY INDIVIDUAL PROVIDER WITHIN THE PRACTICE FOR WHOM INSYNC HCS IS SPECIFICALLY PROVIDING RCM SERVICES. THESE RCM TERMS APPLY TO ALL EXISTING RCM CUSTOMERS OF INSYNC HCS AND SHALL SUPERSEDE ANY RCM AGREEMENTS OR TERMS AND CONDITIONS PREVIOUSLY ACCEPTED BY THE EXISTING RCM CUSTOMERS. PLEASE NOTE IT IS THE PRACTICE AND PROVIDER’S RESPONSIBILITY TO ENSURE THEY HAVE CAREFULLY REVIEWED ALL OF THESE RCM TERMS AND CONDITIONS PRIOR TO ACCEPTANCE.
“Agreement” refers to these Terms and Conditions, which are incorporated into the INSYNC HCS Software and Services Term Sheet.
“INSYNC HCS System” means the web based INSYNC HCS software and online system.
“Practice” means the healthcare practice that executed the INSYNC HCS Software and Services Term Sheet which incorporates these RCM Terms and Conditions by reference, and the Users. The Practice is specifically referred to as Customer within the INSYNC HCS Software and Services Term Sheet.
“Provider” means the specific healthcare provider within the Practice for whom INSYNC HCS is providing RCM Services.
“RCM Services” means the revenue cycle management services that INSYNC HCS is providing to the Providers of the Practice.
“User(s)” means the Providers, Employees, Contractors and other Agents of a Practice who have been authorized by the Practice to use INSYNC HCS System.
The revenue cycle management services to be rendered and provided by INSYNC HCS through its employees and/or others shall be as follows:
1.1. On behalf of Provider, and for Provider’s account, INSYNC HCS shall provide services to the Provider for the submission and collection of billable claims for health care services rendered by Provider for reimbursement by patients, managed care plans and other private third party payers, and government programs such as Medicare, Medicaid and CHAMPUS. For purposes of this Agreement, third party payers, including managed care plans and government programs, shall be referred to collectively as “Payers” or individually as “Payer”. INSYNC HCS shall not perform medical coding (i.e., assignment of ICD and CPT codes to for health care services rendered by Provider).
1.2. The Parties have established specific written billing and collection policies and procedures to be followed in connection with the services to be provided under this Agreement, which policies and procedures are set forth in Exhibit A and made a part of this Agreement. Such policies and procedures are designed to develop and foster coordination and communication between the Parties to ensure compliance with applicable state and federal law, regulations and guidelines, the policies of federal, state and private payer health care program requirements, coding requirements, and claim submission procedures.
1.3. INSYNC HCS shall be required to submit reimbursement claims for health care services rendered by Provider only when such claims are supported by complete documentation that is organized in legible form and is maintained and available for audit and review by INSYNC HCS. See Section 2.5 for additional details regarding documentation to be submitted to INSYNC HCS by Provider. INSYNC HCS shall notify Provider in the event it reasonably has determined that the documentation is not sufficient to complete its work and request further documentation or information, which Provider will provide promptly.
1.4. INSYNC HCS shall submit claims to the primary Payer in the manner and format prescribed by each Payer using the ICD and CPT codes in effect at the time of submission of the claim. INSYNC HCS shall make every effort to submit all claims within three (3) business days from the date Provider provides INSYNC HCS with the necessary billing documentation, but in no event more than five (5) business days from INSYNC HCS’s receipt of such documentation. Billing documentation received with materially incomplete information shall not be deemed received by INSYNC HCS until all necessary documentation or information is received.
1.5. INSYNC HCS shall take all reasonable steps necessary or required to ensure timely payment of submitted claims in accordance with the procedure agreed to by the Parties and set forth in Exhibit A. The timely payment of submitted claims by INSYNC HCS is dependent on Provider’s timely submission of all medical documentation related to the claim to INSYNC HCS. It is Provider’s responsibility to take all reasonable steps necessary to ensure that the medical documentation including the description of services and corresponding diagnosis are completed and submitted to INSYNC HCS at least 2 weeks in advance of the timely filing limits.
1.6. INSYNC HCS shall provide Provider with written practice analysis report(s) as mutually agreed to by the Parties and set forth in Exhibit A.
1.7. INSYNC HCS is not responsible for the processing and/or Accounts Receivable resolution for any claim of Provider for services provided prior to the term of this Contract. As a courtesy to Provider, INSYNC HCS will make a reasonable effort in its discretion to process these claims as well as bringing accounts receivable resolution but makes no guarantees.
2.1 Provider, through licensed health care personnel, shall be solely responsible for, and shall have sole and complete authority, supervision and control over the provision of professional health care services performed for patients of Provider, and all diagnoses, treatments, procedures, and other professional health care services shall be provided and performed exclusively by or under the supervision of a licensed health care personnel retained by Provider, as Provider, in its sole discretion, deems appropriate and in accordance with all laws. THIS AGREEMENT IN NO WAY SHALL BE CONSTRUED TO MEAN OR SUGGEST THAT INSYNC HCS IS ENGAGED OR PERMITTED HEREUNDER TO ENGAGE IN THE PRACTICE OF MEDICINE.
2.2 Provider shall establish, in Provider’s sole discretion, the fees for all billable professional services provided by Provider. Provider shall timely advise INSYNC HCS of any changes in Provider’s fee schedule to permit INSYNC HCS to implement such changes. INSYNC HCS shall implement any changes to Provider’s fee schedule within ten (10) days from the date INSYNC HCS receives the changes to Provider’s fee schedule. INSYNC HCS shall message Provider once the changes have been implemented; it is Provider’s responsibility to contact INSYNC HCS if they do not receive a message from INSYNC HCS regarding implementation within the ten (10) day time period referenced above to ensure that changes to Providers fee schedule have been properly received by INSYNC HCS.
2.3 Provider shall provide INSYNC HCS with copies of all protocols, policies, programs and procedures of health care programs with which Provider participates and which are applicable to Provider. Except in situations where immediate medical or surgical treatment is required, prior to rendering medical services on a patient, Provider shall be responsible for (i) obtaining the most current insurance and demographic information from each patient; (ii) verifying patient eligibility; (iii) verifying and obtaining any and all necessary referrals, pre-certifications, and other authorizations that may be required by a Payer as a prerequisite for payment; (iv) obtaining a valid assignment of benefits from the patient in a form acceptable to Payer; and (v) upon request by INSYNC HCS, cooperating in the completion of any billing claim forms required by Payer.
2.4 Provider shall be solely responsible for coding the services being billed and submitted for reimbursement on behalf of Provider by INSYNC HCS. In doing so, Provider acknowledges and agrees that it will ensure such coding reflects the then-current reimbursement principles set forth in applicable statutes, regulations, and federal, state and private payer health care program requirements using appropriate diagnosis and procedure codes and modifiers as reflected in the Healthcare Common Procedure Coding System (HCPCS), International Classification of Diseases (ICD), Current Procedural Terminology (CPT), or any other applicable code or revenue code (or successor code(s)) at the time of coding.
2.5. Provider shall establish and maintain appropriate hospital records and medical notes with respect to each claim submitted by INSYNC HCS for reimbursement for the period of time required by applicable law, but in no event less than seven (7) years from the date the service was rendered. Such documentation used as a basis for a claim submission shall (i) clearly identify the diagnosis(es) and procedure(s) being billed; (ii) clearly identify the individual providing the health care service(s) being billed; (iii) include appropriate documentation of the applicable key components of the evaluation and management (E&M) service provided where E&M services are being billed; and (iv) shall otherwise comply in all respects with the reimbursement and program requirements of federal, state, and private health care programs, as may be modified from time to time. Provider is responsible for ensuring that claim documentation is complete and accurate.
2.6 Provider shall advise INSYNC HCS of its receipt of all payments for the healthcare services it provides in accordance with the protocol set forth in Exhibit A so that INSYNC HCS can take appropriate action, including posting the reimbursement against the open claim in the practice management system and/or performing the necessary follow-up with the party(ies) responsible for payment of the balance, if any. In accordance with Exhibit A, the Provider has twenty-four (24) hours (except that Friday payments may be submitted by Monday) from Provider’s receipt of payment to advise and submit the necessary documentary evidence to INSYNC HCS related to the receipt of payment. If Provider fails to meet the twenty-four (24) hour time period, INSYNC HCS will have the right to send Provider a notice of corrective action after which Provider will have fourteen (14) days to correct action in accordance with the notice. If Provider does not take corrective action within fourteen (14) days, Provider will be assessed a penalty of a ten percent (10%) increase in the Monthly Minimum fee amount provided in Section 3.1. INSYCH HCS reserves the right to increase the penalty every thirty (30) days by an additional ten percent (10%) if Provider continues to fail to take corrective action, starting on the sixtieth (60th) day from the date notice of corrective action was originally sent.
2.7 Provider shall designate an individual who is authorized to work with INSYNC HCS to assist in facilitating INSYNC HCS’s provision of the services (the “Designee”). Such Designee shall respond to INSYNC HCS in a timely manner to: (i) address any coding issues identified by the payer and/or INSYNC HCS; (ii) address discrepancies in payments received rates; (iii) retrieve old EOBs that may be requested by INSYNC HCS; (iv) address discrepancies in services and/or dates of services; (v) address discrepancies in payment postings/denials previously processed by Provider; and (vi) address such other items/requests from INSYNC HCS that may be required by INSYNC HCS to perform the services effectively and efficiently.
2.8 Provider shall develop effective internal controls to promote adherence to and ensure full compliance with applicable federal and state law, including but not limited to federal and state fraud and abuse laws. Provider shall develop effective controls to ensure avoidance of, among other issues, and to the extent applicable, the following: (i) billing for items or services not actually rendered and/or documented; (ii) providing medically unnecessary services; (iii) upcoding; (iv) misuse of provider identification numbers; (v) outpatient services rendered in connection with inpatient stays; (vi) duplicate billing; (vii) unbundling; (viii) routine waiver of applicable copayments, coinsurance and deductibles; (ix) failure to refund overpayments and credit balances; and (x) failure to properly use modifiers.
3.1 In compensation for the services provided under this Agreement, Provider shall pay INSYNC HCS the higher of the % of monthly Gross Revenue (the “Contingency Fee”) agreed to by the Parties on the executed INSYNC HCS Software and Services Term Sheet or the monthly minimum fee per physician/healthcare practitioner per month (the “Monthly Minimum Fee”) agreed to by the Parties on the Executed INSYNC HCS Software and Services Term Sheet (collectively the “Services Fee”). For purposes of this Agreement, Gross Revenue shall mean all payments received by Provider less any refunds by Provider as long as such refunds are related to payments for which INSYNC HCS has already been compensated. Any refunds or recoupments related to billing fraud or audits by Payers, etc. will not reduce the Gross Revenue calculation herein. For purposes of this section, payments shall mean all payments received by Provider for healthcare services provided by Provider, regardless of the source of such payments and shall expressly include but not be limited to co-payments and co-insurance received from patients at the time the services are delivered, all payments made by self-pays, and capitation payments. Refunds shall mean all refunds, recoupments, chargebacks, and miscellaneous fees as described in Section 3.2 which reduce the net payment to Provider.
3.2 In the event that Provider is required to refund any payment or portion thereof to a patient or Payer, or is assessed with a chargeback against payments due for current services by any Payer as a result of Provider’s failure to (i) obtain any required precertification or approval or (ii) otherwise comply with a health care program’s policies or procedures or (iii) maintain any required documentation in support of submitted claims for reimbursement, such refunds and chargebacks shall NOT be considered in calculating the compensation due to INSYNC HCS hereunder. Credit card fees, bank charges, and outside collection agency fees (“Miscellaneous Fees”) also shall NOT be considered in calculating and shall not reduce the compensation due to INSYNC HCS hereunder.
3.3 In addition to the Services Fee, Provider shall incur a per patient statement fee of $.69 for the first page and $.19 for each additional page, with a $20.00 monthly minimum charge, with respect to mailing out of paper patient statements.
3.4 The Parties acknowledge and agree that Provider currently licenses the InSync EMR/PM product from INSYNC HCS. So long as Provider is receiving revenue cycle management services from INSYNC HCS pursuant to this Agreement, INSYNC HCS shall waive the following monthly fees: the EMR/PM product license fee; the clearinghouse fee; and the real-time eligibility check fee. The monthly e-prescribe fee shall not be waived and Provider shall be responsible for payment thereof so long as it is using such service. Additionally, Provider shall be responsible for the payment of such additional add-on services offered by INSYNC HCS to Provider from time to time which Provider utilizes.
3.5 On or about the fifth (5th) business day of each month, INSYNC HCS shall invoice Provider the Monthly Minimum Fee as provided in Section 3.1 in advance for the current month. In addition, INSYNC HCS shall invoice Provider for the amount of the Contingency Fee as calculated based on the Provider’s prior month collected Gross Revenue, that is in excess of the Monthly Minimum Fee for the prior month. Such invoice shall be due and payable by Provider within twenty (20) days of the date thereof. Invoices not paid when due shall accrue late payment charges from the day on which payment was due until the day on which it is paid. Late payment charges shall be computed as the lesser of the rate of one and half percent (1.5%) per month calculated on a daily basis or the highest rate allowed by law.
3.5.1 A dispute of invoice by Provider must be made to INSYNC HCS in writing within twenty (20) days of the date thereof and all undisputed amounts on said invoice shall be timely paid. No disputes of invoices by Provider will be considered by INSYNCH HCS if not made in writing and within this twenty (20) day window and Provider will be expected to make payment in full of all invoices not disputed within twenty (20) days of receipt.
3.5.2 PROVIDER HAS NO RIGHT TO THE REFUND OF ANY FEES PAID TO INSYNC HCS AS RELATED TO SERVICES PROVIDED UNDER THIS AGREEMENT.
3.6 As a limit on writing off patient balances, Provider shall not request or require that more than three percent (3%) of the total outstanding patient balances calculated on a monthly basis be written off. If the payment is written off, INSYNC HCS will be entitled to Contingency Fee as set forth in section 3.1 that includes the amount written off.
3.7 In the event a Payer makes a payment directly to patient, the Provider is responsible for ensuring that patient forwards the payment to Provider. Provider agrees to (1) send patient a letter outlining the specific circumstances of the situation (2) follow up with patient via patient statements and telephone calls until payment is forwarded by patient to Provider. Provider further agrees that in such cases where Payer makes a payment directly to patient and patient fails to forward the payment to Provider, the balance will not be written off, as provided for in Section 3.6. However if the payment is written off, INSYNC HCS will be entitled to Contingency Fee as set forth in section 3.1 that includes the amount written off.
3.8 The Parties acknowledge that the compensation provided for under this Agreement is consistent with fair market value and was arrived at through arms-length negotiation. The Parties further acknowledge and agree that compensation for the services provided by INSYNC HCS under this Agreement shall not provide any financial incentives designed to induce INSYNC HCS to submit claims in violation of any applicable federal or state statutes, regulations or rules.
3.9 In the event Provider fails to pay any invoice when due, in addition to all other remedies available to INSYNC HCS, INSYNC HCS shall have the right to suspend all services under this Agreement until such time as Provider is current on its invoice(s). INSYNC HCS reserves the right to charge Provider a Reactivation Fee if services have been suspended under this provision. In addition, Provider shall be responsible for all costs of collection incurred by INSYNC HCS related to unpaid Service Fees.
3.10 INSYNC HCS reserves the right to increase the Services Fee and paper patient statement fee listed above; provided, however, it will not do so more than once in a year (unless pursuant to Section 2.6), with the first increase no earlier than one year after the Effective Date of this Agreement. In addition, the Services Fee in any one year will not be increased more than 3% of the Services Fee for the services listed (i.e., will not be increased more than 3% of the percentage charged by INSYNC HCS, so if INSYNC HCS is charging 6% of the Gross Revenue, then that Services Fee would go to 6% * 1.03 = 6.18%). Notwithstanding the foregoing, INSYNC HCS shall have the right to increase the Services Fee additional percentage points if there is a significant change in the Provider’s practice vis a vis payer mix, contracted rates, services provided, patient charge entry requirements volume, and the like or if any regulatory changes impact the services. In the event that INSYNC HCS makes the decision to increase any Services Fee as outlined above, INSYNC HCS must inform Provider no less than 45 days prior to the effective date of such increase, in writing. INSYNC HCS also agrees that such increase cannot occur prior to 90 days after any renewal of this Agreement.
4.1 The Services shall commence on the date provided for on the executed INSYNC HCS Software and Services Term Sheet (the “Commencement Date”). The term of this Agreement shall be the period of time agreed to on the executed INSYNC HCS Software and Services Term Sheet and such term shall start on the Commencement Date (the “Current Term”). This Agreement shall be terminable without cause at the end of the Current Term by either Party upon ninety (90) days prior written notice, unless terminated earlier for cause as provided herein. Thereafter, this Agreement shall automatically renew for additional periods of time equal to the Current Term, unless either Party provides the other Party with written notice of its intent not to renew no less than ninety (90) days prior to the end of the then-current term.
4.2 Either Party may terminate this Agreement immediately without liability or penalty of any kind in the event of the material breach or default of any of the terms or provisions of this Agreement by the other Party, provided that such breach or default is not cured within thirty (30) days after written notice thereof.
4.3 In the event of any legislative or regulatory change or determination, whether federal or state, which has or would have a material financial adverse impact on either Party hereto in connection with the performance of this Agreement, or a change in any third-party payer reimbursement system (including Medicare and Medicaid) which materially affects the reimbursement either Party may receive as a result of this Agreement, and the Agreement cannot be modified to bring it within the law or the material financial adverse impact falls solely upon one Party, then this Agreement may be terminated immediately by either Party upon written notice.
4.4 Upon the occurrence of any of the following events, Provider shall have the right, at its option, to terminate this Agreement immediately without liability or penalty of any kind:
4.4.1 Upon the occurrence of any action on the part of INSYNC HCS that has, or threatens to have, an adverse effect on third-party reimbursement payment to the Provider or which could be grounds for, or otherwise jeopardizes, Provider’s status as a provider under the Medicare/Medicaid or other reimbursement program; provided, however, that Provider shall first provide written notice of the offending action to INSYNC HCS which shall have thirty (30) days after the written notice to cure the offending action. The cure provision shall not be applicable in the event action on the part of the applicable reimbursement program makes it impossible for INSYNC HCS to cure the offending action in the timeframe contemplated by this provision, in the opinion of INSYNC HCS.
4.4.2 INSYNC HCS or any of its employees or agents is determined by a court or administrative tribunal to have, either civilly or criminally, violated federal or state laws in connection with government health care programs and/or federal, state or private third party payer reimbursement regulations and is or will be prohibited from participating in federal, state or private health care programs.
4.4.3 INSYNC HCS misappropriates Provider funds or property.
4.5 Upon the occurrence of any of the following events, INSYNC HCS shall have the right, at its option, to terminate this Agreement immediately without liability or penalty of any kind:
4.5.1 Upon the occurrence of any action on the part of the Provider that has, or threatens to have, an adverse effect on third-party reimbursement payment to the Provider or which could be grounds for, or otherwise jeopardizes, Provider’s status as a provider under the Medicare/Medicaid or other reimbursement program; provided, however, that INSYNC HCS shall first provide written notice of the offending action to Provider which shall have thirty (30) days after the written notice to cure the offending action. The cure provision shall not be applicable in the event action on the part of the applicable reimbursement program makes it impossible for Provider to cure the offending action in the timeframe contemplated by this provision in the opinion of Provider.
4.5.2 Provider or any of its employees or agents is determined by a court or administrative tribunal to have, either civilly or criminally, violated federal or state laws in connection with government health care programs and/or federal, state or private third party payer reimbursement regulations and is or will be prohibited from participating in federal, state or private health care programs.
4.5.3 Provider or any of its employees or agents shall fail to have all qualifications, training and licenses necessary to perform the health care services for which INSYNC HCS is providing its revenue cycle management services under this Agreement.
4.5.4 Provider or any of its employees or agents is found guilty of a crime involving moral turpitude.
4.5.5 Provider repeatedly fails to compensate INSYNC HCS in a timely manner and in accordance with the terms of this Agreement or repeatedly fails to cooperate with INSYNC HCS and/or perform the responsibilities set forth in this Agreement, including Exhibit A.
4.5.6 Provider declares bankruptcy or is adjudicated bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, administrative receiver and/or administrator appointed, makes or proposes any arrangement for the liquidation of its debts, ceases to carry on business, or if any proceedings are commenced for its winding up or dissolution or liquidation.
4.6 In the event that Provider terminates this Agreement prior to the end of the current term and termination is not made pursuant to Sections 4.2, 4.3, or 4.4, the Parties agree that the actual damages likely to result from termination are difficult to estimate and difficult for INSYNC HCS to prove. The Parties agree that in the event of early termination by Provider except under Sections 4.2, 4.3, or 4.4, Provider agrees to pay INSYNC HCS an Early Termination Fee equal to the higher of 1.5 times the total of the Monthly Minimum Fee for the remaining months left in the current term; or the average Contingency Fee paid during the preceding six months times the remaining months left in the current term. The Parties intend that the Early Termination Fee serve as Liquidated Damages to compensate INSYNC HCS for Provider’s early termination, and they do not intend for it to serve as punishment for any such breach by Provider.
4.7 Upon termination in accordance with the terms set forth herein, this Agreement shall become and be of no further force and effect whatever and each of the Parties hereto shall be relieved and discharged here from, except that termination shall have no effect upon the rights and obligations of any Party arising out of any transactions occurring prior to the effective date of such termination. Notwithstanding the foregoing, INSYNC HCS shall continue to submit and collect all charges for services rendered prior to the date of termination of this Agreement in accordance with the provisions of this Agreement and shall be paid fees in accordance herewith. Toward that end, the Parties shall confer at least every forty-five (45) days for the period of one (1) year after termination of this Agreement in order to reconcile the accounts receivable existing as of the date of termination of this Agreement. In the event that Provider does not cooperate in this regard by failing to provide INSYNC HCS with information regarding the payments it has received for services rendered and submitted prior to the termination of this Agreement, INSYNC HCS shall be entitled to invoice Provider an amount equal to five percent (5%) of the then-outstanding claims submitted by INSYNC HCS. Upon receipt of payment by Provider of all outstanding balances owed, INSYNCH HCS will provide prior month end reports, website login credentials, and any other items which are the property of Provider.
5.1 Provider represents and warrants the following at all times under this Agreement:
5.1.1. It is a practice comprised of health care providers who are duly licensed and qualified to practice in the State in which it is located.
5.1.2. It is not under any obligation to any other party inconsistent with or in conflict with this Agreement or which would prevent, limit or impair in any way its performance of the obligations hereunder;
5.1.3 All of its contracts and arrangements with referral sources, if any, comply with all applicable statutes and regulations;
5.1.4. It shall not submit or cause to be submitted to any federal or state health care programs reimbursement claims for patients who were referred pursuant to contracts and financial arrangements that were designed to induce referrals in violation of the anti-kickback statute, Stark physician self-referral law or similar federal or state statute or regulation;
5.1.5. It shall prohibit the employment of individuals who have been convicted of a criminal offense related to health care or who are listed as debarred, excluded or otherwise ineligible for participation in federal or state health care programs;
5.1.6. It shall maintain and support internal mechanisms and/or a compliance program designed and enforced to effectively prevent and detect criminal conduct and ethical lapses by Provider’s employees and agents;
5.1.7. It shall comply with applicable state and federal law, regulations and guidelines, the policies of federal, state and private payer health care program requirements, coding requirements, and claims submission procedures; and
5.1.8 It shall perform health care services in strict conformance with currently approved medical methods and practices and in a competent and professional manner.
5.2 INSYNC HCS represents and warrants the following at all times under this Agreement:
5.2.1 It shall comply with applicable state and federal law, regulations and guidelines and the policies of federal, state and private payer health care program requirements in providing the Services hereunder;
5.2.2. It shall prohibit the employment of individuals who have been convicted of a criminal offense related to health care or who are listed as debarred, excluded or otherwise ineligible for participation in federal or state health care programs;
5.2.3. It shall utilize individuals who have the appropriate educational background and training necessary to perform its obligations under this Agreement in a professional and competent manner;
5.2.4. It is not under any obligation to any other party inconsistent with or in conflict with this Agreement or which would prevent, limit or impair in any way its performance of the obligations hereunder.
Neither INSYNC HCS nor any person performing services hereunder shall be deemed by this Agreement an agent or employee of Provider. The services hereunder of INSYNC HCS and its employees and/or others shall be those of an independent contractor. It is further understood that nothing in this Agreement shall be construed to create a joint venture, partnership, association or other obligation or like relationship between the Parties.
The Parties to this Agreement, until the expiration of seven (7) years subsequent to the furnishing of Services under this Agreement, shall make available upon written request of the Secretary of the Department of Health and Human Services, the U.S. Comptroller General, or the Secretary’s or Comptroller’s delegate, or any of their duly authorized representatives this Agreement, and the books, documents, and records of the Parties that are necessary to certify the nature and extent of the costs of the services provided under this Agreement. In the event that either Party, or its successor or assigns, is requested to provide or disclose any books, documents or records relevant to this Agreement for the purpose of an audit or investigation, the Party subject to the request shall notify in writing, to the extent permitted by law, the other Party of the nature and scope of such request and shall make available, to the extent permitted by law, to the other Party, upon request, all such books, documents or records. The provisions of this paragraph shall survive the termination of this Agreement.
In the event of any legislative or regulatory change or determination, whether federal or state, which has or would have a material financial adverse impact on either Party hereto in connection with the performance of this Agreement, or a change in any third-party payer reimbursement system (including Medicare and Medicaid) which materially affects the reimbursement either Party may receive as a result of this Agreement, or if performance by either Party of any provision of this Agreement should become in violation of any statute or regulation or otherwise be deemed illegal, the provision(s) of this Agreement affected thereby shall be renegotiated to most closely resemble the economic impact of the original terms of this Agreement. Provided, however, if the Agreement cannot be modified to bring it within the law, or if the material financial adverse impact falls solely upon one Party, then this Agreement may be terminated immediately by either Party upon written notice.
8.2 Each Party shall cooperate with, and (to the extent applicable) abide by, any corporate compliance program now or hereafter instituted by the other Party of which it is apprised.
9.1 Provider shall indemnify and save INSYNC HCS completely harmless from and against any and all claims, demands, or liability (including all costs, expenses and reasonable attorney’s fees in disposing of and defending any such claims, demands or liability) arising out of any action or inaction of Provider and/or its employees and agents, except to the extent a result of INSYNC HCS’s own gross negligence or willful misconduct.
9.2 INSYNC HCS shall indemnify and save Provider harmless from and against any and all claims, demands, or liability (including all costs, expenses, and reasonable attorney’s fees in disposing of and defending any such claims, demands or liability) arising out of INSYNC HCS’s gross negligence or willful misconduct in providing the revenue cycle management services under this Agreement, except to the extent a result of Provider’s own gross negligence or willful misconduct.
10. Warranties. INSYNC HCS does not guarantee the collection of amounts due to Provider. Except as otherwise expressly and specifically warranted in this Agreement, Services are rendered 'AS IS' without any warranties, including, but not limited to any implied warranty of merchantability or fitness for any particular purpose.
INSYNC HCS is not responsible for errors, damages or injury relating to informational inaccuracies supplied by Provider or causes beyond INSYNC HCS's direct control. In the event of an error or omission caused directly by INSYNC HCS, INSYNC HCS will make best efforts to correct the error or omission, as the case may be, as soon as possible (and in no event, start the correction no greater than 48 hours after identification of error or omission). Provider shall use its reasonable efforts to coordinate with INSYNC HCS and assist with the correction of such error or omission.
11. Limitation of Liability. Neither party shall be liable for special, indirect, consequential, incidental, or exemplary damages, or for any claim for the loss of profits, or damage to good will even if advised of the possibility of any such damages. Additionally, in no event shall INSYNC HCS be liable for any loss, damage or penalty resulting from a delay in performance when such delay is due to causes beyond the reasonable control of INSYNC HCS.
Without expanding the liability of INSYNC HCS, in no event shall INSYNC HCS's liability arising from, related to or in connection with this Agreement, inclusive of all claims and legal grounds (whether attorney’s fees, costs, interest or otherwise), exceed the lesser of: i) the Fees for the past six months for the particular Services rendered for which liability is claimed; or ii) Fifty Thousand Dollars ($50,000).
12. Assignment, Benefit. This Agreement may not be assigned by one Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, INSYNC HCS shall have the right to assign this Agreement and any or all of its rights and/or obligations under this Agreement to any parent, subsidiary, or other affiliate, or to any entity that is a successor in interest to any phase of INSYNC HCS’s business upon written notice to Provider. Subject to the foregoing limitation upon assignment, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and the respective heirs, personal and legal representatives, successors and assigns of the Parties.
13. Audit Rights INSYNC HCS shall have the right to use internal members of INSYNC HCS and/or to hire, at its expense, independent auditors to audit Provider’s records in order to enable it to assess Provider’s conformance with the terms of this Agreement, particularly with respect to payment/deposit transactions. INSYNC HCS will provide Provider with ten (10) days advance written notice of any audit. Provider will cooperate by furnishing such auditors with any and all information as is reasonably necessary to perform and complete all audit procedures determined to be necessary by the auditors. INSYNC HCS agrees that any such audit will be conducted at such reasonable times and in such a manner so as to avoid undue disruption of Provider’s operations but Provider must provide reasonable access in a timely manner. INSYNC HCS shall bear the costs of any audit unless the audit produces evidence that Provider failed to advise INSYNC HCS of payments received, resulting in an undercharge of greater than 2% of the amount due INSYNC HCS during the applicable payment period. In such case, Provider will remit to INSYNC HCS a sum equal to the agreed upon additional amount within thirty (30) days and Provider shall pay all expenses associated with the audit. The provisions of this paragraph shall survive the termination of this Agreement.
14. Dispute Resolution. Except as otherwise provided herein, any dispute, controversy or difference which may arise between the Parties hereto out of or in connection with this Agreement or any other agreement entered into between the Parties pursuant to this Agreement or any breach hereof or thereof shall, if possible, be settled by mutual consultation in good faith between INSYNC HCS and Provider. Such mutual consultation shall take place as soon as practicable after the receipt by one Party of a written notice from the other Party describing the dispute, controversy or difference between them.
Prior to filing any cause of action, or legal proceeding, with the requisite court of law, the Parties agree that they will first be required to attend in-person mediation in Tampa, FL. Both Parties agree that they will send a representative with full settlement authority to the mediation. The cost of the in-person mediation shall be split amongst the parties but shall not include travel costs of either party associated with attending the in-person mediation. Notwithstanding the foregoing, the pre-suit mediation requirement will be waived and not required in the event INSYNC HCS brings an action against Provider for unpaid Services Fees or other unpaid fees.
If the Parties are unable to resolve the dispute during in-person mediation; the Parties agree and irrevocably submit to the exclusive jurisdiction to the court of record for Hillsborough County, Florida or the United States District Court for the Middle District of Florida – Tampa Division.
15. Notices. Any notices or other communications provided for in this Agreement shall be in writing and shall be deemed given for all purposes when either served personally or mailed by certified or registered mail, return receipt requested, postage prepaid or by overnight courier and addressed to the respective Party at its last known address. All notices to INSYNC HCS shall also be emailed to its legal counsel at email@example.com .
16. Further Assurances. Upon the request of either Party to the other, each Party will take such other action and execute and deliver to the other Party such instruments or documents as may be reasonably necessary to assure, complete, evidence or implement the provisions of this Agreement.
17. Nonwaiver. The failure of either Party to insist on strict performance of any of the covenants or conditions of the Agreement, or to exercise any option herein conferred in any one or more instances, shall not be construed as a waiver or a relinquishment for the future of such covenants, conditions, rights or options, but the same shall remain in full force and effect; and the doing by INSYNC HCS or Provider of any act or thing which INSYNC HCS or Provider is not obligated to do hereunder shall not be deemed to impose any obligation upon INSYNC HCS or Provider to do any similar act or thing in the future or in any way change or alter any of the provisions of this Agreement.
18. Confidentiality. INSYNC HCS and all personnel providing services on behalf of INSYNC HCS hereunder shall not disclose information relating to Provider's operations to persons other than as necessary to perform the health care revenue cycle management services hereunder. The above shall be deemed to include patients' records and all other information kept in the normal operation of Provider’s course of business. Provided, however, that the foregoing shall not prohibit INSYNC HCS from complying with any legal requirements regarding disclosure or access to billing records of Provider in accordance with the provisions of this Agreement.
Similarly, Provider and all personnel providing services on behalf of Provider shall not disclose or utilize information relating to INSYNC HCS’s pricing for services, billing operations, systems or procedures other than as necessary to perform its obligations under this Agreement. Provided, however, that the foregoing shall not prohibit Provider from complying with any legal requirements regarding disclosure or access to such information in accordance with the provisions of this Agreement.
In as much as INSYNC HCS qualifies as a “Business Associate” and Provider qualifies as a “Covered Entity” as defined in 45 C.F.R. 160.103, of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, the Practice will review, accept, and comply with the INSYNC HCS Business Associate Agreement contained in the INSYNC HCS EMR/PM Terms and Conditions.
19. Partial Invalidity. The invalidity of any portion of this Agreement shall not affect the validity of the remainder of this Agreement as long as the primary intent and purpose of this Agreement is not materially affected.
20. Entire Agreement. This Agreement, the executed INSYNC HCS Term Sheet, and the INSYNC HCS EMR/PM Terms and Conditions of Use constitute the entire understanding and agreement between the Parties hereto. A fully executed copy shall be deemed an original for all purposes.
21. Captions. The captions of the paragraphs of this Agreement are for convenience and reference only and are not to be considered in construing this Agreement.
22. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of State of Florida, without reference to its principles of conflict of laws. Provider hereby agrees to consent to personal jurisdiction of the state and federal courts situated within State of Florida for purposes of enforcing this Agreement, and waive any objection that Provider might have to personal jurisdiction or venue in those courts.
23. INSYNC HCS EMR/PM. Provider’s access to and use of the INSYNC HCS EMR/PM system shall be governed by the INSYNC HCS EMR/PM Terms and Conditions of Use.
24. Execution. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.
ELIGIBILITY, PRECERTIFICATION AND CODING
Provider shall be responsible for verifying and/or obtaining patient eligibility, necessary referrals, pre-certifications, and other authorizations in compliance with protocols established by each Payer as a prerequisite for payment. Provider shall also be responsible for obtaining a valid assignment of benefits from the patient in a form acceptable to each Payer. Provider shall also be responsible for obtaining Advance Beneficiary Notices (“ABN”) for non-coverage of Medicare services and filing ABN’s under the patient’s account where INSYNC HCS will access to retrieve.
Provider shall be responsible for coding all services provided to a patient. On a daily basis (or at such other interval as may be agreed to by the Parties), INSYNC HCS shall access Provider’s EMR which shall contain the following for each claim: (i) complete patient demographics; (ii) name and address of guarantor; (iii) information regarding primary and secondary payer(s), and (iv) information pertaining to the specific services provided to such patient, including (a) the date and place of service, (b) the name of the provider performing the service, (c) the CPT procedure code(s) and modifier(s), if any, (d) the ICD diagnosis code(s), and (e) the referring physician, if any. In the event the Provider has contracted with INSYNC HCS for demographic and charge entry, Provider shall furnish INSYNC HCS with the patient’s demographic information sheet, insurance identification card, necessary referrals, pre-certifications, charge information and other authorizations in compliance with protocols established by each Payer as a prerequisite for payment. With respect to all services involving PIP benefits and/or workers compensation, Provider shall furnish copies of the respective office progress notes and hospital consultation report, as the case may be, for claims submission.
Upon receipt of patient charge information, INSYNC HCS shall process all patient and charge source data into Provider’s system, as necessary, and generate and submit all patient claims and/or billing statements, within three business days of receipt of the patient charge information from Provider (as received through a mutually agreed method of transferring such information), in a form (either electronically or paper) acceptable to the insurance carriers or plans in which Provider currently or in the future may participate. If after submission of a claim or bill additional documentation is necessary, INSYNC HCS will provide same directly to the requesting party, or will advise Provider of the need for additional documentation, within a reasonable time period. Patient charge information requiring additional documentation or information shall not be deemed received by INSYNC HCS and will not be processed by INSYNC HCS until all necessary documentation or information is received.
INSYNC HCS will not be obligated to submit a claim and will request clarification and/or corrections from Provider where it believes incomplete or inaccurate information exists, including but not limited to the following: (i) incomplete or inaccurate patient demographic information including patient insurance information; (ii) referral problems (missing or not matching date of service); (iii) illegible or inappropriate diagnosis codes; (iv) incomplete or unidentifiable service codes; and (v) duplication of charges (previously billed). INSYNC HCS does not, however, assume any responsibility for the accuracy or completeness of the Provider’s records provided to INSYNC HCS by Provider and shall have no associated liability for errors or omissions that it is unable to identify or correct; it remains Provider’s sole responsibility to provide accurate and complete information.
INSYNC HCS shall post all payments and adjustments to patient accounts within three (3) business days provided adequate third party payer or patient account information is sufficient to identify the patient account. In the event insufficient information is available to accurately post the account, INSYNC HCS shall post the payments to an “unapplied” account that will be reviewed on a weekly basis and will provide follow up with third party payers and patients to identify unapplied funds.
A/R FOLLOW UP. INSYNC HCS will provide A/R follow-up for denied claims until resolution, including claims “statusing”. The Parties acknowledge that with respect to an open patient balance, INSYNC HCS will not make any patient collection calls, but will prepare and send out up to four (4) monthly patient statements or as otherwise directed by the Provider; thereafter, INSYNC HCS may recommend that such account be sent to a collection agency of Provider’s choice. Where a self-pay account remains delinquent for over 4 billing cycles, the patient or guarantor may be sent a “Pre Collection Statement” at Provider’s request which advises of the Provider’s intention to send the account to collection. If INSYNC HCS receives no response to such statement within 10 days, the account will be prepared for collection. INSYNC HCS and the Provider will coordinate how they wish to handle collection efforts with an outside collection agency.
INSYNC HCS will respond to all calls from third-party payers. INSYNC HCS will report any problems or complaints to the Provider staff. INSYNC HCS may also conduct follow-up with patients as appropriate.
INSYNC HCS shall provide A/R follow-up with respect to third party payers until the earlier of (i) complete claim resolution or (ii) the claim meets a low balance threshold amount (to be mutually determined by the parties) such that pursuit thereof is no longer economically warranted.
Provider agrees that all A/R balances less than $5.00 (or such higher amount as may be authorized by Provider) will be written off on a monthly basis as "small balance w/o". Additionally, INSYNC HCS may forward Provider from time to time a list of recommended write-offs in the amount of $5.00 and up with an explanation for such recommendations. Provider shall have ten (10) business days to approve or provide additional information to continue follow-up efforts. Provider’s failure to reply within such time period shall be deemed as approval and INSYNC HCS shall have the right to write off such balances.
A/R follow-up functions will include the following:
a. Review of claims to establish third-party liability or other payment security and patient responsibility;
b. Determine status of claims as related to contractual allowance, rejected status, rebilling requirements, responsibility of secondary and tertiary payers, completeness of documentation and mandatory procedures required to obtain payment, and accuracy of insurance and demographic information;
c. Investigate pending claims by contacting the insurance carrier, physician, and medical records personnel as required;
d. Submit documentation for reviewed claims necessary for payment to responsible party, including claims, itemized statements, pre-certification documents, and referrals;
e. Follow-up contact of responsible parties on reviewed claims (third-party payers only) to secure payment;
f. Follow-up contact of responsible parties on third party to secure payment, which payment shall be made directly to Provider by responsible parties. Methods of follow up contact including but are not limited to telephone contact, tracer letters, submission of claims, payer website lookup and faxed status request to third party payers;
g. Monitor electronic remittance advices, rejection rates, and explanation of benefits for prompt payment and resolutions of pending claims;
h. Determine additional requirements for Claim resolution including contractual adjustments, write-offs, or identification of patient responsibility or referred for collection;
i. Report as to status of Claim beyond payment including contractual adjustments, write-offs, credit balances; identification of patient responsibility (secondary claims projects) or referrals for collection (all other A/R projects);
Provider agrees that it will promptly respond to all of INSYNC HCS’s requests for clarification and/or additional information in order to facilitate the prompt processing of claims.
All claims and patient invoices shall indicate Provider’s primary office address or bank lockbox, as applicable, for remittance purposes. When Provider receives payment from (or on behalf of) a patient or from a third-party payer, Provider will deposit same into its bank account; provided, however, that a copy of the deposit ticket and/or other documentary evidence that payment has been made shall be forwarded to INSYNC HCS no less than twenty-four (24) hours (Friday payments by Monday) from Provider’s receipt of such payment so that same is posted in the practice management system against the appropriate patient account by INSYNC HCS. Where payment is made by a third party payer, Provider shall also forward to INSYNC HCS a copy of the Explanation of Benefits (EOB) received from such payer. The Provider shall forward to INSYNC HCS Provider shall also forward to INSYNC HCS the list of patients under a capitation plan along with the related payment information within twenty-four (24) hours from Provider’s receipt of such payment.
Where a balance continues to exist after such posting of payment, INSYNC HCS will take appropriate follow-up action, including billing a secondary payer and invoicing the patient guarantor, as appropriate. Additionally, INSYNC HCS will review all EOBs received from third party payers to determine whether the payment, contractual reduction, or decline of benefits, as the case may be, is correct. Where appropriate, INSYNC HCS will take all necessary follow-up action with such third party payers.
If an account reflects a credit balance, INSYNC HCS shall advise Provider in writing of such credit balance and Provider shall promptly issue the refund in accordance with applicable laws and regulations. Provider shall advise INSYNC HCS once it has issued a refund so that it can be posted in the computer system by INSYNC HCS.
As a limit on writing off patient balances, Provider shall not request or require that more than three percent (3%) of the total outstanding patient balances calculated on a monthly basis be written off. If the payment is written off, INSYNC HCS will be entitled to Contingency Fee as set forth in section 3.1 of the Agreement that includes the amount written off.
On a monthly basis: INSYNC HCS shall generate and forward to Provider a month-end Practice Analysis Report reflecting statistical information relating to Provider’s practice and current accounts receivable.
INSYNC HCS is committed to a strict Compliance Program. In accordance with its own compliance program, INSYNC HCS shall have the right to conduct random in-house audits of accounts, including a review of Provider’s medical documentation during normal business hours in order to identify, remedy, and prevent any billing errors or misconduct in various risk areas, including but not limited to the following: (i) routine waiver of copays and deductibles; (ii) soliciting, offering or receiving a kickback, bribe, or rebate; (iii) billing for services/supplies not rendered; (iv) upcoding; (v) unbundling; (vi) double-billing; (vii) medical necessity; (viii) misrepresenting diagnosis to justify services/supplies provided to patient; (ix) billing for physician services rendered by non-physicians; (x) reassignment prohibition; and (xi) failure to refund credit balances in a timely fashion.
Where billing errors are discovered by either Party, such Party shall promptly advise the other Party of same so that the Parties can jointly discuss what course of action should be taken to ensure compliance with applicable state and federal law.
If the Parties agree upon additional services or special projects to be provided beyond what is set forth in this Exhibit A, such services shall be added to this Agreement as an Addendum.
AMENDMENTS TO THIS EXHIBIT A
INSYNC HCS may amend the terms of this Exhibit A from time to time and shall provide an updated Exhibit A to Provider at least 30 days prior to the requirement of Provider to conform to any amended terms.