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Thank you for visiting our website (the “Site”) which is owned and operated by Equal Health Inc, (“Equal,” “we”, or “us”), a healthcare technology company that connects employers with Direct Primary Care (DPC) providers.
This Participation Agreement ("Agreement") is made and entered into by and between you ("Provider") and Equal Health Inc., a Delaware corporation ("Equal Health").
Equal Health is a qualified technology company specializing in connecting employers with subscription-based direct primary care providers.
Provider is a qualified health care professional or practice that provides subscription-based direct primary care services ("DPC Services") to individuals in the state(s) and geographic regions specified in the Participation Agreement Form and made part of this Agreement as Exhibit A. Equal Health may provide subscription management services to one or more employers ("Employers") that sponsor or otherwise support direct primary care benefits to employees and their dependents. Equal Health has established a directory ("DPC Provider Directory") of independent health care providers willing to provide DPC Services to individuals ("Members") eligible to receive such services through an Employer-supported direct primary care subscription program ("DPC Subscription").
Equal Health desires to list Provider, and Provider desires to be listed, in the DPC Provider Directory for the purpose of making Provider's DPC Services available to Members according to the terms and conditions contained herein. The parties agree as follows.
Provider agrees to make DPC Services available to Members seeking DPC Subscriptions through the DPC Provider Directory. In accordance with applicable law, Provider will enter into a DPC Agreement with or on behalf of each Member who has elected to receive DPC Services from Provider. Such DPC Agreements will, at a minimum, set forth the terms and conditions, scope of services, and subscription fees associated with the DPC Services made available to such Members.
Provider represents and warrants that Provider holds a license in good standing to practice in the professional field and in the state(s) set forth on the Provider Information Form. Provider will provide DPC Services in accordance with applicable law. Provider will not differentiate or discriminate in the treatment of any Member because of any protected classification. Provider will maintain all necessary licenses or certifications required to offer and provide DPC Services contemplated hereunder. Provider will exercise his/her own professional judgment in the provision of the DPC Services to Members consistent with established practice and protocols and will do all things necessary or reasonably proper to provide and maintain quality patient care and services. Moreover, the parties acknowledge and agree that Equal Health does not engage in the provision of medical services and shall not direct or control the independent medical acts, decisions or judgments of Provider in furnishing DPC Services.
Equal Health will list Provider in its DPC Provider Directory for purposes of marketing and informing Members of the identity of available providers. Provider acknowledges that Equal Health will permit Members to browse provider listings in the DPC Provider Directory and initiate the enrollment process for obtaining DPC Subscriptions. Equal Health shall have the right to include Provider's demographic information in such directories.
Subject to the terms and conditions of any applicable DPC Agreement and in connection with the subscription management services provided to Employers, Equal Health will collect and distribute, on behalf of Employers, the monthly DPC Subscription fees (as established by Provider), or the portions thereof subsidized by Employers, for those Members electing to subscribe to Provider's DPC Service. Equal Health will collect such subscription fees from Employers and distribute them to Provider as directed by Employer on a monthly basis.
Provider acknowledges that in collecting and distributing such subscription fees, Equal Health is providing a service to and acting as the paying agent of Employers who have agreed to support or subsidize their Member-employee's DPC Subscription and that such services are provided at no cost to Provider.
Provider will ensure that all DPC Agreements entered into with or on behalf of Members authorize, but do not require, Equal Health to distribute such payments on behalf of Employers for the benefit of their Members. Notwithstanding the foregoing, Provider further acknowledges that Equal Health is not liable for any breach of a DPC Agreement, or any provision thereof, including payment, entered into with or on behalf of any Member, and Provider shall hold Equal Health harmless from and against any and all losses, claims, damages, or liabilities arising from such DPC Agreements.
Moreover, the parties acknowledge that Equal Health does not dictate provider pricing and that Provider retains the right to establish such fees for DPC Services and DPC Subscriptions as it deems appropriate. To the extent that Provider's established DPC Subscription fees exceed an Employer's subscription fee subsidy, and the Employer or its Members have not authorized Equal Health to pay the remaining balance on behalf of its Member(s), Provider shall be responsible for collecting any remaining balance from the Member(s).
This Agreement shall be effective for one (1) year from the Effective Date indicated above. This Agreement shall automatically renew for successive one (1) year terms unless either party, at least ninety (90) days prior to the end of the then-current contract year, provides written notice of its intent not to renew.
Either party may terminate this Agreement without cause by giving ninety (90) days' advance written notice.
Either party may terminate this Agreement for cause due to a material breach by the other party by giving thirty (30) days' advance written notice. The notice of termination for cause will not be effective if the breaching party cures the breach to the reasonable satisfaction of the non-breaching party within the thirty (30) day notice period.
Either party may terminate this Agreement immediately by written notice in the event the other party becomes insolvent, loses a license necessary to operate its business, is excluded from participation in a federal health care program, or acts in a manner that places the terminating party at material risk. Each party shall provide notice to the other party of any such occurrence within five (5) business days of becoming aware of the same.
The parties acknowledge that this Agreement is being entered into exclusively for the purpose of ensuring the availability of DPC Services for Members and, further, that Provider's sole compensation for furnishing such services shall be as agreed to and described in the applicable DPC Agreement between Provider, Member and/or their respective representatives. The parties agree that no compensation shall be paid in consideration of any other services contemplated hereunder.
Each party shall comply with all applicable laws, rules and regulations. No payment under this Agreement is conditioned on referrals or other business generated between the parties, nor are the payments intended to induce illegal referrals of business. Without limiting the generality of the foregoing, Provider shall be solely responsible for compliance with applicable law related to the structure and operation of its DPC Agreement(s). Notwithstanding the foregoing, the parties acknowledge that in performing its obligations under this Agreement, Equal Health is not acting as or on behalf of any health plan, health maintenance organization, claims processor, or other insurance carrier or provider. Moreover, neither this Agreement nor any DPC Agreement entered into by Provider and any Member constitutes a contract for insurance or any insurance product as defined under applicable law.
The parties shall comply with all applicable laws and regulations regarding maintenance and disclosure of Participants' medical records and other individually identifiable health information. In particular, the parties shall comply with the applicable provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the applicable rules and regulations promulgated under HIPAA, all as amended from time to time.
Each party shall keep strictly confidential any and all proprietary information that may be given or disclosed, or that may be learned directly or indirectly pursuant to this Agreement. In addition, neither party shall use such confidential information for its own benefit (other than to implement this Agreement) or disclose such confidential information to any other person or other entity (except those who are bound to confidentiality) without the express prior written consent of the other party. The covenants and obligations under this paragraph shall remain in effect for a period of three (3) years following the termination of this Agreement.
By accepting this Agreement, you also accept the terms as laid out in the Business Associate Agreement.
In the event that a dispute arises between the parties regarding the performance or interpretation of this Agreement, the parties agree that they will first attempt in good faith to meet and resolve the dispute through negotiation for at least thirty (30) days prior to the initiation of any other legal action.
Each party represents and warrants that it has and shall maintain insurance against claims arising out of this Agreement, each in the minimum amounts required by law or, in the absence of statutory requirements, no less than $1,000,000 per occurrence and $3,000,000 in the annual aggregate.
To the extent permitted by law, each party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its respective officers, agents, employees and affiliates (each, an “Indemnified Party”) from and against all actions, all losses, damages, or costs and expenses that are asserted by unrelated third parties, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence or intentionally wrongful acts or omissions of the Indemnifying Party in connection with the Indemnifying Party’s, its respective officers’, agents’, employees and/or affiliates’ obligations under this Agreement, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party.
Except as otherwise provided in this Agreement or required by law, neither Party will be liable to the other Party for any special, indirect, incidental, exemplary, punitive or consequential damages, arising out of or related in any way to this Agreement. In the event one Party is liable to the other Party for any matter arising under or relating to this Agreement, whether arising in contract, equity, tort or otherwise (including without limitation any claim for negligence), the amount of damages recoverable against the Party for any single claim will not exceed the limits of a Party’s insurance as required hereunder. Notwithstanding anything to the contrary in this Agreement, any limitation on liability in this Agreement shall not apply to: (1) a Party’s indemnification obligations under the Agreement; or (2) claims or losses arising out of a Party’s: (a) breach of the representations and warranties made hereunder; (b) gross negligence or willful misconduct; or (c) violation of applicable law.
This Agreement constitutes the complete agreement of the parties with respect to the subject matter hereof and expressly supersedes any prior or contemporaneous oral or written representations or agreements. This Agreement including any exhibits or addenda included with this Agreement may not be altered, amended or modified except by written document signed by an authorized representative of the parties. Neither party may assign this Agreement without the prior written consent of the other party. Nothing contained in this Agreement will be construed as establishing an employer-employee, joint venture, or principal-agent relationship between the parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without reference to conflict of laws provisions. If one or more of the provisions in this Agreement are declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be severed and the remaining provisions of the agreement shall continue in full force and effect. If such provision adversely affects a primary purpose of this Agreement or material rights or obligations, the parties agree to make a good faith effort to replace such provision with one that is valid and that will achieve the original intention of the parties. If the parties are unable to agree upon a replacement provision then any party may terminate this Agreement upon thirty (30) days’ written notice. If any party waives a breach of any provision of this Agreement, it will not operate as a waiver of any subsequent breach. If any portion of this Agreement is unenforceable for any reason, it will not affect the enforceability of any remaining portions.
All notices pursuant to this Agreement must be given in writing and shall be effective when received if hand-delivered, or upon dispatch if sent by email, reputable overnight delivery services, or U.S. Mail to Equal Health at: 17943 Ridgeview Drive, Northville, MI 48168 or legal@tryequal.com and to Provider at the appropriate address.
Provider agrees that Equal Health may include demographic information about Provider in literature distributed to existing or potential Employers, Members, and other participating providers. Any other use of Provider's name, or any use of Provider's logo or other marks, by Equal Health will be upon prior written approval of Provider.