ALLYHEALTH SERVICES AGREEMENT

  1. SERVICES. During the Term (as defined below) and on a non-exclusive basis, AllyHealth will provide Customer with the services set forth on the attached Exhibit 1 (“Services”) for use by Customer’s members, including their legal dependents (collectively, “Members”).  For purposes of this Agreement, “Member” means each employee of Customer, or in the case of a trade association, registered members of such association, including up to [5] legal dependents of each employee/member.
  2. DUTIES OF THE PARTIES.
    1. Duties of AllyHealth. AllyHealth shall (i) support the Services through its vendors and other third parties; (ii) manage and securely maintain a database of Member profile information provided by Customer; and (iii) provide Customer with utilization reports. AllyHealth may discontinue any Service without liability at any time; provided, however, AllyHealth will use reasonable efforts to notify Customer and Members in advance of any such discontinuation.
    2. Duties of Customer. Customer shall (i) promote the use of the Services to Members; (ii) submit to AllyHealth or its designated administrator enrollment and eligibility information from Members; (iii) provide updated enrollment and eligibility information to AllyHealth or its designated administrator on a monthly basis; (iv) promptly distribute any Member identification and password information which may be provided by AllyHealth or its vendors to enable each Member to activate his/her account and use the Services; (v) bill and collect all payments from Members, if applicable; and (vi) timely make all payments to AllyHealth.
  3. PRICING AND PAYMENT. Customer shall pay AllyHealth or its designated administrator (i) a per eligible Member, per month fee (“PMPM Fee”) as set forth on the Group Activation and Payment Authorization Form; and (ii) any other fees as indicated on the Group Activation and Payment Authorization Form. Before any Services will be delivered to Customer by AllyHealth, Customer shall pay AllyHealth or its designated administrator the first PMPM payment and any enrollment fees as outlined on the Group Activation and Payment Authorization Form for all members enrolled in the Services. After Services are delivered, AllyHealth or its designated administrator will invoice Customer on the basis indicated on the Group Activation and Payment Authorization Form.  AllyHealth shall invoice Customer on (or around) the first of each month and Customer shall pay each invoice prior to the 25th of the same month.   Any payment not received by AllyHealth or its designated administrator on or before the due date shall bear interest until paid in full at the lesser of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law. Any invoice 28 days in arrears will result in suspension of the Services.  Utilization is included without fee up to 100% for Voluntary Group plans, 80% for Small Whole Group plans (50 employees or fewer), 60% for Medium Group plans (51 to 100 employees) and up to 30% for Whole Group plans with 101 employees or more (the “Utilization Thresholds”). Once the Utilization Threshold is exceeded, AllyHealth may increase the PMPM fee by $0.05 PMPM per each 1% utilization above the applicable Utilization Threshold. Utilization overage fees (if applicable) are calculated and adjusted on a monthly basis. AllyHealth reserves the right to change the PEPM Fee and other fee pricing upon providing written notice to Customer at least thirty (30) days prior to the expiration of the then-current Effective Period. Customer is solely responsible for billing and collecting all monies due, if any, from Members in connection with the Services. All amounts shall be payable by Customer to AllyHealth or its designated administrator without right of setoff, deduction or demand. Payment can be made either by ACH transaction, Credit Card Payment, or by mailing a paper check to the following address:

    AllyHealth
    1535 Chestnut Street, Suite 100
    Philadelphia, PA 19102

  4. TERM AND TERMINATION. Unless otherwise set forth, this Agreement shall be effective until the one year anniversary of the Effective Date of this Agreement, and shall automatically renew for additional one-year periods on each anniversary of the Effective Date. Each one-year period of this Agreement (or such shorter or longer period of effectiveness as mutually agreed to by AllyHealth and Customer) is referred to as an “Effective Period” and collectively all of the Effective Periods of this Agreement are referred to as the “Term.” Either party may terminate this Agreement at any time by providing the other party at least ninety (90) days prior written notice. AllyHealth may immediately terminate this Agreement upon written notice to Customer if Customer (i) fails to make any payment to AllyHealth or its designated administrator when due and such failure continues for a period of fifteen (15) days following written notice of such failure by AllyHealth to Customer; or (ii) breaches any provision of this Agreement.
  5. OWNERSHIP. All materials, including all copyrights, trademarks, logos and other identifying marks (collectively “Materials”) provided by AllyHealth to promote and/or provide information about the Services are and shall remain the exclusive property of AllyHealth. All Materials are proprietary and may not be reproduced, duplicated or disseminated for any purpose other than to promote and/or inform Customer and Members about the Services. Any Web site(s) made available by AllyHealth for promotion and/or use of the Services (collectively, the “Website”), are and shall remain the exclusive property of AllyHealth (or, as applicable, its vendors).
  6. NON-DISCLOSURE. AllyHealth and Customer both agree, except as otherwise set forth in this Agreement and unless otherwise required by law or compelled by a court of competent jurisdiction, not to disclose the terms and/or conditions of this Agreement or any information provided to the other party with respect to this Agreement or the Services to a third party, without the prior written consent of the other party which shall not be unreasonably withheld, conditioned, or delayed.
  7. REPRESENTATIONS AND WARRANTIES.
    1. AllyHealth represents and warrants to Customer that AllyHealth will abide by and comply with the Health Insurance Portability and Accountability Act of 1996 with respect to any personal medical information provided to AllyHealth to Customer and/or a Member.
    2. Customer acknowledges, understands, and agrees that (i) AllyHealth does actually provide any services or advice directly and that its vendors or other 3rd parties are solely responsible for any service or advice provided to the Members; (ii) AllyHealth is only responsible for enabling access to the Services on the terms and conditions of this Agreement; (iii) the parties providing services in connection with the Services will not treat severe and/or emergency conditions as part of the Services and may recommend that Members visit their primary care physicians, specialists or local facility if deemed appropriate, in the sole and absolute discretion of such physicians; and (iv) when a Member provides prior written permission, physicians providing services in connection with the Services will facilitate continuity of care.
    3. Each party represents and warrants to the other party that (i) it has the full right, power, and authority to enter into and to perform this Agreement; (ii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action; and (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally.
    4. DISCLAIMER OF WARRANTIES. ALLYHEALTH DOES NOT WARRANT THE UNINTERRUPTED OR ERROR- FREE OPERATION OR PROVISION OF THE SERVICES. ALL INFORMATION, MATERIALS, AND SERVICES ARE PROVIDED TO CUSTOMER AND/OR ANY MEMBER “AS IS.” EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALLYHEALTH HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALLYHEALTH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS, OR ANY TREATMENT, ACTION OR APPLICATION OR PREPARATION OF MEDICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE SERVICES.
  8. LIMITATION OF LIABILITY.  NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES: ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALLYHEALTH’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT FOR THE ONE (1) MONTH PERIOD PRIOR TO THE FIRST OCCURRENCE OF THE APPLICABLE DAMAGES, LOSSES, FEES, CHARGES, EXPENSES, AND/OR LIABILITIES.
  9. INDEMNIFICATION. Each party (each, the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other party and the other party’s owners, officers, directors, members, managers, employees, contractors, representatives, agents, and affiliated entities (collectively, the “Indemnified Parties”) from and against any third party claims (each, a “Claim”) arising out of or in connection with any breach of this Agreement by the Indemnified Party including, without limitation, a breach of any representation, warranty, covenant, or obligation under this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim and shall reasonably cooperate with the Indemnifying Party in the defense of such Claim.
  10. GENERAL TERMS. This Agreement is the entire agreement between AllyHealth and Customer and supersedes any prior understandings or written or oral agreements between AllyHealth and Customer with respect to the subject matter of this Agreement. No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement. Customer’s obligation to pay for any Services received by AllyHealth or its vendors and each of the provisions of Sections 5 through 12 shall survive the expiration or earlier termination of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. All exhibits and schedules to this Agreement are true, correct, and are hereby incorporated into by reference and made a part of this Agreement. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by AllyHealth and Customer and their successors and assigns. This Agreement shall not be construed to give any person other than AllyHealth and the Customer any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement may only be amended or changed pursuant to a written document duly executed by both AllyHealth and Customer. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent entity and not as an agent of the other party for any purpose, and neither will have the authority to bind the other.
  11. NOTICES. All notices and other communications required pursuant to this Agreement shall be written and shall be delivered by hand-delivery or by nationally recognized overnight delivery service (such as FedEx, UPS, DHL or USPS Express Mail). All such notices and other communications shall be addressed to the parties at the addresses set forth in the Letter or to such other address as a party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (i) on the date delivered if by hand-delivery; or (ii) on the date delivered or the date delivery is refused by the recipient, if by nationally recognized overnight delivery service.
  12. DISPUTE RESOLUTION. Except as otherwise specifically set forth in this Agreement, the parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of this Agreement (each, a “Dispute”) solely pursuant to the terms of this Section.
    1. Management Resolution. All Disputes shall first be referred to the parties’ authorized representatives for discussion and resolution of the Dispute (“Management Resolution”), which representatives are the individuals who have executed this Agreement on behalf of their party.
    2. Arbitration. If Management Resolution fails to resolve the Dispute, then the Dispute shall be resolved by final, binding arbitration (“Arbitration”) administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules. In the event of any Arbitration, action to compel Arbitration, action to enforce an Arbitration award or action to seek injunctive relief pursuant to this Agreement, the prevailing party in such proceeding shall be entitled to an award of their reasonable attorneys’ fees and costs for each such proceeding, including the Arbitration, trial and for all levels of appeal.
    3. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania (without giving effect to principles of conflicts of laws). For any action to compel Arbitration, enforce an Arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the (i) venue of Philadelphia County, Philadelphia, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Philadelphia County, Philadelphia, USA.
    4. Injunctive Relief; Cumulative Remedies. Each party acknowledges and agrees that a violation or breach of any of the ownership or non-disclosure provision of this Agreement could cause irreparable harm to the non-breaching party for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of the ownership or non-disclosure provisions of this Agreement, and each party hereby expressly waives any objection, in any such equitable action, that the other party may have an adequate remedy at law. The rights and remedies set forth in this Agreement are cumulative and concurrent and may be pursued separately, successively or together.

SCHEDULE 1
DESCRIPTION OF SERVICES

COMPANY:

  1. Company provides on-demand access to MDLIVE’s Telemedicine services with no co-pays, deductibles or per-call charges, in addition to extensive account support, administration and employee education.
  2. Implementation – Company services can be implemented within 30 days of receipt of eligibility data.
    1. Member Eligibility File:  Company, or its designated TPA, to provide eligibility file template detailing the information required from Customer to enroll Members in AllyHealth:
      1. Name / Address / Phone / Email / DOB / Gender / Company
  3. Fulfillment – Company, or its designated TPA, will provide the following:
    1. A welcome email sent to the email address provided outlining the steps to activate the members’ account and access services.
    2. Membership Card with integrated welcome letter mailed either to the members’ home address or to the facility where the member works.
    3. Toll-free numbers and website login information.
  4. Initial Training – Company will provide initial training for Members at the time the Program is implemented.  Notwithstanding the foregoing, Customer acknowledges and agrees that: (a) Customer will be responsible for providing training and administering the Program to the Members; and (b) if Customer requests Company’s physical presence and participation in onsite activities such as health fairs, annual enrollment, benefit training etc., every effort will be made to accommodate Customer’s request.  Company will not charge any incremental fee’s for this participation provided that it is reasonable, scheduled a minimum of four (4) weeks in advance and doesn’t conflict with other pre-scheduled work.  Company will bill Customer for usual and customary travel expenses including food, lodging and transportation within ten (10) days after the onsite visit has occurred.  Customer shall have the option of using designated travel planning services or in house agents who can secure more favorable rates and direct bill out of pocket expenses.  A copy of Customer’s Corporate Travel Policy should be shared in advance of such requested travel with Company personnel.
  5. Utilization Marketing Awareness Program Online / Offline – Company will provide to Customer marketing materials in digital format to use as needed with communications with eligible employees about the Program to be uploaded and published for all eligible employees via Customer’s corporate intranet. Company will provide seasonal marketing materials quarterly as available.  Additional marketing campaigns may be included via email, SMS and IVR phone outbound programs (Only where approved and as directed by Customer – Fees may apply). Furthermore, Company will deploy email communications directly to eligible employees/Members about Program as needed to support utilization.
    1. Additional offline marketing initiatives and pieces can be available and customized at additional cost.
      1. Branding and customizing brochures, magnets, keychains, etc.
  6. Utilization Reporting – Company will provide Customer with quarterly reports of Program utilization and activation in the usual and customary format provided by Company

CUSTOMER:

  1. Customer agrees to communicate about Company benefits minimum quarterly as follows:
    1. Create joint Marketing/Awareness Team and agree on schedule of communication to eligible persons.
    2. Use commercially reasonable efforts to advertise the Program to Members, using Company’s program content, as approved in advance by (and only as approved by) Company. Customer, at a minimum, agrees to deploy mutually approved Program Content to Members on a quarterly basis to Members by handing out and posting in high visibility areas during open enrollment as well as uploading mutually approved Program Content to Customer’s corporate intranet and adding said Program Content to Customer’s newsletters, email, and other Company communications methods.  Customer acknowledges that it has no authority to modify the program content without the prior written approval of Company.  Customer agrees that any and all materials used or created by Customer or its employees or agents to describe the Program must be approved by Company prior to any distribution by Customer, such materials include, but are not limited to, those that are in written form, on websites, radio, television, and/or sent by email or fax.  In addition, Customer hereby authorizes Company to communicate directly with the Members for the purpose of: (A) promoting the Program to the Members; and (B) treatment and health care operations of Company and its vendors.
    3. Cooperate with Company on a kick-off activation campaign within sixty (60) days of the launch of the Program.  Kick off campaign is flexible and is defined based on the individual needs and direction of Customer.
    4. Company to work with Customer to develop employee testimonial to use in internal communications
    5. Content can be put on the insurance card provided by your current plan
    6. Provide Company (or ensure that its third party administrator provides Company) with all membership verification files for each Member which shall include at a minimum name, address, date of birth, gender, phone number, and email address. Company shall specify the format for such files, and the Customer’s submissions will be in compliance with that format.

MDLIVE:

  1. The Program includes access to the licensed physicians to provide non-emergent medical consultations (the “Consultations”).  The physicians diagnose the patient’s ailment, recommend therapy, and if necessary and where appropriate, write a Non DEA controlled prescription.  The Program is designed to provide cross-coverage physician access in the states where Members live and travel.
  2. The method of delivering Consultations by the physicians under the Program may be over the telephone, Internet or any other telecommunication device or network.
  3. Each physician shall be appropriately licensed and/or certified to practice in their respective healthcare professions. Furthermore, Provider and all associated physicians shall be technologically proficient and trained in.  Physician consultations under the Program are not delivered by Internet questionnaires.
  4. It is understood by the Parties that MDLIVE does not exercise control or direction over the means, methods, or manner by which the licensed physicians exercise professional judgment in the provision of medicine provided through the Program and in accordance with this Agreement.  The licensed physicians provide services based on their sole professional judgment. It is further understood that the licensed physicians will not prescribe any Drug Enforcement Agency (DEA) controlled substances or narcotics and operates subject to state regulations.  MDLIVE is not required to guarantee that the Member will receive a prescription.
  5. Each licensed physician will prepare and maintain medical records in accordance with all applicable federal, state and local laws and regulations, including the requirements of each governing board where the licensed physician is licensed and/or certified.  All medical records pertaining to the provision of Services through the Program shall be the property of the applicable physician.
  6. Only Members who have completed the necessary steps to create the legally mandated doctor/patient relationship (as described herein) will be eligible to receive Consultations under the Program. Those steps include:
    1. Completing a comprehensive medical history disclosure, either in paper form, online or by telephone with a designated representative of the Program.  In the event a Member fails to complete the medical history disclosure, that Member will not have access to Provider’s physicians and MDLIVE will so advise the Member when he/she accesses the service.
    2. Agreeing to MDLIVE’s Informed Patient Consent and Release Form confirming an understanding that the Provider is not obligated to accept Member as a patient, and that Member’s eligibility under the Program may be cancelled by MDLIVE at any time without recourse by the Member.
  7. Provide and maintain an adequate system, forms and other resources for Members to: (a) complete the required medical history disclosure online, and (b) access and agree to MDLIVE’s Informed Patient Consent and Release Form.

MEDICAL COST ADVOCATE:

  1. The Medical Cost Advocate services are provided subject to the terms and conditions on the Medical Cost Advocate website (located here:   HYPERLINK “http://www.medicalcostadvocate.com/“).
  2. Members may submit any medical bills over two hundred dollars ($200) to Medical Cost Advocate for review.  Medical Cost Advocate will, at their discretion, determine if they will pursue a negotiation with the vendor/provider.  In the event that Medical Cost Advocate is able to successfully negotiate a reduction in the Member’s bill, Medical Cost Advocate will collect a fee as a percentage of the negotiated savings.  Member will never have to come out of pocket for Medical Cost Advocate’s services if negotiations are unsuccessful.

DISCOUNT DRUG NETWORK:

  1. The Discount Drug Network services are provided subject to the terms and conditions on the Discount Drug Network website (located here:   HYPERLINK “http://www.discountdrugnetwork.com/privacy-policy-terms-of-use/“).
  2. Members have access to Discount Drug Network’s free prescription discount card program, the details and terms of which can be found on Discount Drug Network’s website www.discountdrugnetwork.com