LICENSE AGREEMENT
THIS
LICENSE AGREEMENT (the “Agreement”) is made and entered into
as of the date signed, between GATEWAY EDI, INC., a Missouri
Corporation, and Wichita Counseling and Coaching Center
8925 W. Maple St. Ste 9 , Wichita KS
67209 (hereinafter "CLIENT"), concerning the use by CLIENT
of GATEWAY EDI’s Electronic Data Interchange (EDI) system (the “System”).
1.
Financial Agreement.
(a)Effective
as of the date of this Agreement, GATEWAY EDI will support FTP or Website
processing of healthcare transactions between the CLIENT and governmental
agencies, insurance carriers and other companies by either electronic
or paper means.
(b)All
CLIENT information and data processed by the CLIENT through FTP or the
Website shall be kept confidential and shall not be disclosed to anyone
outside of GATEWAY EDI other than to the extent necessary for GATEWAY
EDI to process and submit healthcare transactions for the CLIENT.
In addition, CLIENT will not divulge the contents, terms or conditions
of this Agreement to any third party without the express written consent
of GATEWAY EDI.
(c)CLIENT
will pay GATEWAY EDI an initial setup fee of $200 ($100 if rc'd by
2/28/07) to cover the cost of setting up the CLIENT in the System.
This initial setup fee will be due and payable on the date this Agreement
is signed. This initial setup fee is non-refundable. Thereafter,
CLIENT will pay an additional setup fee of $50 for each new provider
employed or retained by CLIENT after the initial setup is completed.
(d)CLIENT
will pay GATEWAY EDI the agreed pricing listed on APPENDIX A
for unlimited (defined as zero electronic claims to unlimited electronic
claims) use of the System to process healthcare transactions.
The prices in this Agreement are guaranteed for a period of one (1)
year from the date this Agreement. Thereafter, GATEWAY EDI reserves
the right to modify the price payable under this Agreement upon thirty
(30) day written notice to the CLIENT.
(e)GATEWAY
EDI will invoice CLIENT for its services on the first day of each month
for the selected EDI transactions for the current month and any activity
fees for the previous month. CLIENT will pay GATEWAY EDI for its
services within fifteen (15) days of the invoice date. If CLIENT
fails to submit payment to GATEWAY EDI within the time set forth in
this Section, CLIENT will be responsible for paying, in addition to
the invoice amount, a 1.5% per month late charge for each month or any
portion thereof, such payment is late, with a minimum fee $5.00.
Failure to make payment within 120 days will result in CLIENT’s account
being turned over to a collection agency at which point CLIENT will
also be responsible for any and all charges associated with collections
on CLIENT’s account. In addition to the foregoing, GATEWAY EDI
shall be entitled to suspend or terminate the performance of its services
under this Agreement during any period in which invoices are past due,
without incurring any liability to CLIENT. GATEWAY EDI’s services
are a subscription service, and as such Client will pay claims transaction
fees regardless of the volume of claims sent.
2.
GATEWAY EDI Training. Training on claims transmission and
data management
reports
will be provided by GATEWAY EDI to CLIENT via telephone.
3.
Hours of Operation.
(a)GATEWAY
EDI’s System will be available, except when technical problems intervene,
for submission of claims, extracting remittances, reports, updates,
etc., twenty-four (24) hours a day. GATEWAY EDI’s System may
be down Sunday mornings for maintenance.
(b)Electronic
claims are processed daily until 2:00 pm Central Time. All
claims received after 2:00 pm Central Standard Time will be processed
on the next business day. Claims reports will be available by
10:00 am Central Standard Time for all prior day submissions. Remits
received from payers are processed and available within twenty-four
(24) hours of receipt.
(c)GATEWAY
EDI’s customer service department is available for support Monday
through Friday, 8:00 a.m. to 5:00 pm Central Time, excluding holidays.
After-hours support will be provided on a best-effort basis, normally
within four (4) business hours of the call.
Term.
(a)The
term of this Agreement shall begin on the date set forth above and continue
for a period of one (1) year. This Agreement shall automatically
renew for successive one (1) year terms. This Agreement can be
terminated by either party for any reason by giving the other party
thirty (30) days advanced written notice. CLIENT will continue
to be billed for GATEWAY EDI’s services until the end of such thirty
(30) day period. Said notice must include CLIENT’s reasons for
terminating the Agreement.
(b)CLIENT
is responsible for notifying GATEWAY EDI of any providers which require
termination from the System. CLIENT will continue to be billed
for such providers until such time that CLIENT provides such notice,
and any amounts paid for these providers are considered non-refundable.
5.HIPAA
Compliance.
(a)GATEWAY
EDI agrees that it will comply with the requirements of the HIPAA Privacy
Standards (45 CFR 164.500 et seq.) and the HIPAA Security Standards
(45 CFR 164.302 et seq.) applicable to Business Associates, including
the following obligations:
(i)GATEWAY EDI agrees that it will not
use or disclose any protected health information (“PHI”), as defined
by HIPAA (45 CFR 164.100 et seq.), which GATEWAY EDI receives or obtains
from CLIENT or reviews or creates for CLIENT (“CLIENT PHI”), other
than to perform the services it has agreed to perform under this Agreement
(“Services”), as otherwise expressly permitted by the terms of this
Agreement or as required or permitted by law; provided, however, that
GATEWAY EDI may use and disclose CLIENT PHI: (i) to manage and administer
its business; (ii) to perform data aggregation services for CLIENT (and
other clients); and (iii) to create de-identified information, subject
to the requirements of HIPAA regarding the de-identification of information.
GATEWAY EDI agrees to comply with any and all restrictions on the use
of CLIENT PHI requested by a patient of CLIENT, agreed to by CLIENT
and communicated by CLIENT to GATEWAY EDI; provided, however, that in
the event that GATEWAY EDI is unable or unwilling to comply with any
such restriction, GATEWAY EDI shall notify CLIENT of such fact, in writing,
and, upon CLIENT’s receipt of such notice, GATEWAY EDI shall be relieved
of any and all further obligation to perform Services for CLIENT in
connection with such patient, provided that GATEWAY EDI return to CLIENT
or destroy any and all CLIENT PHI in GATEWAY EDI’s possession or control
regarding such patient.
(ii)GATEWAY EDI represents and warrants
that it will develop and implement appropriate safeguards to prevent
the use or disclosure of CLIENT PHI for purposes other than as set forth
in this Agreement. GATEWAY EDI also represents and warrants that
it will develop and implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity and availability of the electronic protected health information
(“EPHI”), as defined by HIPAA, that it creates, receives, maintains
or transmits on behalf of CLIENT (“CLIENT EPHI”) as required under
the HIPAA Security Standards. GATEWAY EDI will provide CLIENT
with such information concerning such safeguards as CLIENT may from
time to time request.
(iii)In fulfillment of its obligations
under 45 CFR 164.528, GATEWAY EDI will maintain a record of all disclosures
of CLIENT for which such a record is required under 45 CFR 164.528 and
will provide the following information regarding any such disclosure
to CLIENT or to the person whose PHI was disclosed (“Affected Person”),
upon the request of CLIENT:
(A) The date of such
disclosure;
(B) The name and, if known,
the address of the recipient of such CLIENT PHI;
(C)A copy of the request for disclosure,
if any, accompanied by any necessary consents or authorizations;
(D) A brief description of
the CLIENT PHI disclosed; and
(E)A statement that would reasonably inform
the Affected Person of the purpose of the disclosure.
Further,
GATEWAY EDI agrees to notify CLIENT immediately upon discovery of any
unauthorized use or disclosure of CLIENT PHI. Finally, GATEWAY
EDI will report to CLIENT any security incident, as defined by the HIPAA
Security Standards, affecting the Client EPHI of which it becomes aware.
(iv)GATEWAY EDI agrees to require its
employees, agents and independent contractors (“Workforce”) to adhere
to the restrictions and conditions regarding CLIENT PHI and CLIENT EPHI
contained in this Section 5, including, without limitation, the following:
(A) GATEWAY EDI
agrees not to disclose CLIENT PHI to any member of its Workforce, unless
GATEWAY EDI has advised such person of GATEWAY EDI’s obligations under
this Section 5 and the consequences of a violation of these obligations.
GATEWAY EDI agrees to take disciplinary action against any member of
its Workforce that uses or discloses CLIENT PHI in violation of this
Section 5.
(B) Except as
otherwise permitted under this Agreement, GATEWAY EDI will not disclose
CLIENT PHI to any third party without first obtaining the written approval
of CLIENT. Further, GATEWAY EDI will not disclose CLIENT PHI to
any third party without first obtaining the written agreement of such
third party to be bound by the requirements of this Section 5 for the
express benefit of GATEWAY EDI and CLIENT. Finally, GATEWAY EDI
will not disclose CLIENT EPHI to any third party without first obtaining
written agreement of such third party to implement reasonable and appropriate
administrative, physical and technical safeguards to protect the confidentiality,
integrity and availability of CLIENT EPHI.
(C) Any use of
CLIENT PHI by GATEWAY EDI’s Workforce or disclosure of CLIENT PHI
to GATEWAY EDI’s Workforce or to third parties must be limited to
the minimum amount of CLIENT PHI necessary to achieve the purpose for
such use or disclosure.
(v)GATEWAY EDI agrees to notify CLIENT
immediately in the event GATEWAY EDI receives a request from a person
identified in any CLIENT PHI (“Subject”), or such person’s legal
representative (“Legal Representative”), to review any records in
GATEWAY EDI’s possession or control regarding the Subject (“Subject
PHI”). In fulfillment of its obligations under 45 CFR 164.524,
GATEWAY EDI agrees to make available to CLIENT, or at the request of
CLIENT, to a Subject or such Subject’s Legal Representative, for their
review, any Subject PHI in GATEWAY EDI’s possession or control.
(vi)GATEWAY EDI agrees to notify CLIENT
immediately in the event GATEWAY EDI receives a request from a Subject
to amend or otherwise modify any Subject PHI in GATEWAY EDI’s possession
or control. In fulfillment of its obligations under 45 CFR 164.526,
GATEWAY EDI agrees that, at the request of CLIENT, it will make any
amendments to Subject PHI that the CLIENT directs or authorizes pursuant
to 45 CFR 164.526.
(vii)GATEWAY EDI agrees to make its policies,
books and records relating to the use and disclosure of CLIENT PHI available
to the Secretary of the U.S. Department of Health and Human Services
or his or her designee for the purpose of determining whether CLIENT
is in compliance with HIPAA requirements.
(viii)GATEWAY EDI agrees to return to
CLIENT or otherwise destroy all CLIENT PHI in its possession or control
in accordance with established medical records doctrine or upon termination
of this Agreement. If such return or destruction of records is
not feasible, GATEWAY EDI shall continue to extend the protections of
this Section to such CLIENT PHI and limit any further use of CLIENT
PHI to those purposes that make the return or destruction of CLIENT
PHI infeasible.
(b)CLIENT
agrees that, in connection with the performance of the Services by GATEWAY
EDI, CLIENT shall:
(i)CLIENT shall provide each of its patients
with a Notice of Privacy Practices (“Privacy Notice”). The
Privacy Notice shall identify the potential uses and disclosures of
a patient’s PHI that CLIENT may make, including, without limitation,
the use of such PHI for billing and collection activities and disclosure
of such PHI to a health care clearinghouse in connection with such billing
and collection activities. CLIENT shall use its good faith efforts
to have each patient acknowledge, in writing, its receipt and review
of the Privacy Notice.
(ii)CLIENT shall notify GATEWAY EDI immediately
of any restrictions on the use of any CLIENT PHI requested by a patient
of CLIENT and agreed to by CLIENT. CLIENT shall provide GATEWAY
EDI with sufficient information regarding any such restriction to enable
GATEWAY EDI to determine whether it is able or willing to comply with
such restriction.
(iii)CLIENT shall notify GATEWAY EDI immediately
in the event CLIENT desires GATEWAY EDI to disclose any Subject PHI
in GATEWAY EDI’s possession or control to the Subject or the Subject’s
Legal Representative.
(iv)CLIENT shall notify GATEWAY EDI immediately
in the event CLIENT desires GATEWAY EDI to amend or otherwise modify
any Subject PHI in GATEWAY EDI’s possession or control.
(c)In
the event of a material breach by either party (“Breaching Party”)
of any of its obligations under this Section 5, the other party (“Non-Breaching
Party”) may terminate this Agreement immediately, provided that the
Non-Breaching Party has first notified the Breaching Party, in writing,
of such breach and that the Breaching Party has not cured such breach
within thirty (30) days after its receipt of such notice.
Notwithstanding
anything to the contrary contained in thIS AGREEMent, the right of the
non-breaching Party to terminate this Agreement pursuant to this Section
5 shall be THE non-breaching party’s sole AND EXCLUSIVE remedy in
the event of the breaching party’s BREACH OF its obligations under
this section 5 and in no event shall the breaching party be liable to
THE NON-breaching party for damages of any kIND, including, without
limitation, compensatory damages, incidental damages, consequential
damages or punitive damages, ALLEGED TO HAVE RESULTED FROM SUCH BREACH.
6.
Force Majeure. Neither the CLIENT nor GATEWAY EDI shall
be responsible for failure to fulfill its obligations under this Agreement
due to causes beyond its reasonable control.
7.
Governing Law. This Agreement will be governed by the laws
of the state of Missouri. Dispute arising hereunder not resolved by
the parties shall be litigated in a court situated in St. Louis County,
Missouri.
8.
DISCLAIMERS AND LIMITATIONS OF LIABILITY. EXCEPT AS OTHERWISE
SET FORTH HEREIN, THERE ARE NO WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GATEWAY
EDI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
OR EXEMPLARY DAMAGES, LOST PROFITS, OR CLAIMS BY THIRD PARTIES, EVEN
IF GATEWAY EDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY EVENT, GATEWAY EDI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
EXCEEDING ALL AMOUNTS PAID BY CLIENT TO GATEWAY EDI HEREUNDER.
9.
Acknowledgments. CLIENT is responsible for the completeness
and accuracy of all information and data generated through the QEDI
processing system and CLIENT acknowledges that GATEWAY EDI has had no
input with respect to such information and data. Accordingly,
CLIENT agrees to indemnify and hold GATEWAY EDI and its officers, employees
and agents harmless from and against any liability, loss, damage, claim
or expense (including attorneys' fees) arising out of the services provided
by GATEWAY EDI hereunder, except to the extent any of the foregoing
result directly from GATEWAY EDI's gross negligence or willful misconduct.
10.Notice.
Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and shall be deemed given when personally
delivered or two (2) days after deposited in the United States mail,
certified mail, return receipt requested, and addressed to the appropriate
party at the address listed below.
11.No
Third Party Beneficiaries. There are no intended third party
beneficiaries to this Agreement. Without in any way limiting the
foregoing, it is the parties’ intent that nothing contained in this
Agreement give rise to any right or cause of action, contractual or
otherwise, in or on behalf of any person whose PHI or EPHI is used or
disclosed pursuant to this Agreement or any person who qualifies as
a personal representative of such person.
12.Binding
Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto as well as their respective heirs,
assigns, and successors in interest.
13.Entire
Agreement. This Agreement constitutes the entire agreement
between the parties relative to the subject matter.
14.Modification.
No amendment or additions to this Agreement shall be binding unless
in writing and signed by both parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.
GATEWAY
EDICLIENT
GATEWAY EDI, INC.Wichita
Counseling and Coaching Center
By: By:
Printed: Andrew
Wilson Printed: _________
Title: Regional
Account ExecutiveTitle:
Date:
July 21, 2006Date:
Address:501 N
Broadway, 3rd FloorAddress:8925 W. Maple St. Ste 9
St.
Louis, Missouri 63102Wichita, KS 67209
Please initial
next to services desired on
Appendix A
(next page).
Appendix A
to Gateway EDI License Agreement
Please INITIAL next to the
desired services below:
_______Electronic claims:
The CLIENT will pay GATEWAY for the use of GATEWAY EDI’s clearinghouse
to submit
electronic claims to payers on the “Approved Payer List” based upon
the following fee schedule:
$
35.00 monthly minimum for up to 100 claims, $0.35 per claim thereafter
Also
included in the above fees, are the following services:
Individual Claims-status
Inquiry: The CLIENT, using GATEWAY EDI’s Internet CSI, will
be able to check the status of any claim submitted to GATEWAY EDI; and
Individual Web-based Eligibility
Inquiry: Not including any applicable payer surcharges, the
CLIENT, using GATEWAY EDI’s web site, will be able to check a patient’s
eligibility status with payers listed on the “Eligibility Payer List.”
The CLIENT agrees to pay GATEWAY EDI any applicable payer surcharges
for eligibility inquiries. Medicaid currently has a $0.25/transaction
surcharge. This service is not a guarantee of benefits; benefits
are contingent upon the plan being in force and the patient being insured
at the time services are rendered.
_______Paper claims:
The CLIENT will electronically send claims to GATEWAY EDI to be printed
and forwarded to payers at a fee of $0.54/claim. Paper claims
are filed for any insurer’s claims received by GATEWAY EDI that are
not on the “Approved Payer List,” or for claims received for payers
to which the provider has not yet been approved to send electronic claims.
______Electronic Patient
Statements: The CLIENT will electronically send to GATEWAY
EDI patient statements to be printed and forwarded to patients at a
fee that is appropriate to the CLIENT’S volume level, as follows:
$0.63 per statement plus $0.16 for each
additional page ($20 minimum)
_______Electronic Recall
Letters: The CLIENT will electronically send recall letters
to GATEWAY EDI, at a minimum of 500 letters/batch. These will
be printed and forwarded to patients at a fee of $0.53/letter.
_______Electronic Remittance
Advice: GATEWAY EDI will electronically send to the CLIENT
“ERA” files received from payers (when available). The CLIENT
agrees to pay GATEWAY EDI $25/200 claims/month for this service.
_______Click
‘n Print Secondary Claims:
Provided the CLIENT is currently using GATEWAY EDI’s Electronic
Remittance Advice service, Gateway EDI will make ERA information
available through the website and CLIENT can put a checkmark next to
patients requiring secondary documentation. By choosing to print those
check marked patients, a separate page will print for each patient with
the ERA payment information as well as a header containing check information
for a fee of $0.25/click.
_______Automated Secondary
Claims: Provided the CLIENT is currently using GATEWAY
EDI’s Electronic Remittance Advice service and CLIENT can send
the secondary payer information, Gateway EDI will create secondary claims
when necessary, print and mail the secondary claims to the secondary
carriers for a fee of $0.77 per claim.
_______I am interested
in receiving more information regarding Gateway EDI’s Credit Card
Services from TransFirst.
ACH AUTHORIZATION FORM
WE OFFER FREE
ACH (AUTOMATED CLEARINGHOUSE) SERVICE TO HELP EASE SOME OF YOUR STRESS…
Here’s how it works…
With Automatic Payment from Gateway EDI
Inc. your monthly invoices will be paid from your bank account. You
will continue to receive your Gateway EDI invoices
but instead of writing a check, simply deduct the amount from your bank
account. Your bank statement will reflect your payments as a separate
transaction, so you’ll always have a record. The Automatic Payment
system will take care of transferring the correct payment amount directly
from your bank to your Gateway EDI account. There are no late fees or
lost checks and your payments are made precisely on an agreed upon date.
To activate the Automatic Payment program, complete this blank form
and we will take care of the rest.
Automatic Payment (ACH)
Activation Form
Complete all of
the following information and FAX or mail along with a voided check.
I
authorize the financial institution named ____________________________to
charge my
(name of bank your office uses)
_______
Checking or Share Draft Account ________ Savings Account
(not passbook)
Name
of Bank Account Holder _________________________________________
Bank
Account Number _________________________________________________
ABA/Routing
Number __________________________________________________
And remit payment for
my Gateway EDI, Inc. invoices to:
Gateway EDI, Inc.,
Midwest BankCentre, ACH account
_____
Monthly to begin ________ mm/yy (Payment to be taken out the 20th
of each month)
_____
One time transaction of $200 ($100 if rc'd by 2/28/07) on ___________________
date
________________________________
______________
Authorized
Signature Date
_________________________________________
Printed
Signature
Note: A test will be performed
before activation is completed and your statement will show ($000).
Please don’t be alarmed!
FAX this form
with a copy of your voided check to:
(314)588-7095
OR
Mail this form
with your voided check to:
Gateway EDI, Inc.
– Sales Dept.
501 N Broadway, 3rd
Floor
Saint Louis, MO 63102
For assistance, please
call (800)969-3666 and ask for
Sales.
Gateway EDI, Inc. Credit
Card Authorization Form
We accept MasterCard and Visa as a payment
option for you Set-up Fee(s). To have your credit card charged
for you Set-up Fee, we MUST have the following signed statement
on file. Accounts will be charged within 7 business days of receipt.
PLEASE PRINT
Site NameWichita
Counseling and Coaching Center
Name as is appears on the Credit Card__________________________
Street Address where statement is received__________________________
City, Sate where statement is received__________________________
Zip Code where statement is received__________________________
Telephone # (including area code)__________________________
Fax # (including area code)__________________________
V-Code (3 digits on back of card)__________________________
Set-up Fee Amount$200
($100 if rc'd by 2/28/07)
Credit Card Type (Please circle):VISAMasterCard
Credit Card Number: __________-__________-__________-__________
Credit Card Expiration Date: __________/__________
I authorize Gateway EDI, Inc. to charge
the credit card listed about for the initial Set-up Fee for my account.
CARD HOLDER SIGNATURE
_______________________________________________________
Name (signed)Name (printed)Date
PERSON COMPLETING THIS FORM
____________________________________________________________
Name (signed)Name (printed)Date
For internal use only:
SR: Andrew Wilson
Site #:____________
Gateway EDI, Inc.(800)969-3666
501 N Broadway, 3rd
Floor
St. Louis, MO
63102
{512660.DOC;2}
Gateway EDI, Inc.(800)969-3666
501 N Broadway, 3rd
Floor
St. Louis, MO 63102