Elation RCM Services Addendum

Last updated on Dec 15, 2020

This Elation RCM Services Addendum (“Addendum”) is entered into by and between Elation Health, Inc. (“Elation”), a Delaware corporation, and Customer (as defined in the Agreement), effective as of the date set forth in the Order Form incorporating this Addendum (the “Effective Date”). This Addendum is subject to the Elation Services Agreement between the parties (“Agreement”). Terms used but not defined in this Addendum shall have the meanings given in the Agreement.

WHEREAS, the parties have entered into the Agreement to allow Customer to access Elation’s proprietary web-based electronic medical records (EMR) and patient collaboration platform (currently named ‘Elation Passport’) which Elation makes available to medical practitioners and Patients as a service (the “Service”) through the web site currently located at www.elationhealth.com, www.elationpassport.com or related Elation web sites, sub-sites or applications (collectively, the “Site”); and

WHEREAS, Elation offers additional features in connection with the Service and additional paid options beyond the EMR system, in each case for additional fees, including the revenue cycle management services described in this Addendum, and Customer desires to obtain such RCM Services;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Parties hereto agree as follows:

1. Definitions

  • “Billing Information” means all billing and encounter information and documentation for all patients of Customer, including, but not limited to the name of the patient, patient demographics, insurance information (including a copy or scanned copy of insurance cards along with any required referral or authorization information), the date of service, the nature and extent of services provided, the applicable Current Procedural Terminology (CPT) or International Classification of Diseases (ICD) procedure codes and diagnosis codes (including associated modifiers, if applicable), and any supporting medical information that is necessary to obtain payment or reimbursement for services.
  • “Final Charge Submission Date” means the last date that Elation performs charge entry services in the Elation Platform.
  • “First Charge Entry Date” means the first date that Elation performs charge entry services in the Elation Platform; the First Charge Entry Date shall be mutually agreed by the parties (and if the parties do not determine such a date, the First Charge Entry Date shall be the date that is 60 days following the Effective Date).
  • “Initial Term” means the period of time beginning on the Effective Date and ending on either (i) the last day of the 12th full month thereafter or (ii) the last day of the term set forth on an Order Form(s), if any. If the two dates differ, the term set forth on an Order Form will take precedence over the 12 full month period.
  • “Law” means any federal or state statute or regulation, and any provider handbook or manual published by the Centers for Medicare & Medicaid Services (CMS), a state Medicaid program or any other government health care benefit program, or other policy enforced by a government entity.
  • “Patient Balance Management” means the following services:
  1. Patient accounts receivable follow-up, which means generation and mailing of patient statements;
  2. Payment posting, which means the receipt from Customer of any patient payments related to time of service payments, payment on patient statements or payment plans, and the entry of relevant data into the Elation Platform; and
  3. Provision of standard month-end reports relating to patient balances and patient account issues.

Patient Balance Management does not include outbound calling to patients; further, in connection with Patient Balance Management, Elation shall act in accordance with Elation’s policies and procedures (which may change from time to time, subject to applicable Law), but shall not file any lawsuit for collection.

  • “Patient Service Center” means the following services:
  1. Call center for inbound patient inquiries;
  2. Establishment of patient payment plans within Elation’s standard parameters, or parameters mutually agreed by the Customer and Elation, if applicable; and
  3. Processing of payments made by patients using a credit card, if Customer uses credit card functionality that is integrated into the Elation Platform.
  • “RCM Services” means (1) Revenue Cycle Management, (2) Patient Balance Management, and (3) Patient Service Center.
  • “Revenue Cycle Management” means the following services:
  1. Standard implementation and the establishment of electronic data interface agreements between Customer and applicable carriers;
  2. Claims submission, which means the submission (in either electronic or paper format) to governmental and private third party payors of charges, exclusions, denials and secondary claims within statutory periods;
  3. Insurance accounts receivable follow up, which means appropriate correspondence with governmental and private third party payors (including follow-up, research, underpayment review, and resubmission of denials), customer service (e.g., payor billing inquiries) and claims appeals;
  4. Payment posting, which means the receipt from Customer of explanation of benefits “EOBs” or other patient payment information (e.g., co- payment information), receipt from private third party payors of electronic remittance advices and other 835 files, and the entry of relevant data into the Elation Platform;
  5. Provision of the following standard month-end reports: account receivables summaries, productivity reports for procedures and providers, month-end close report (i.e., charges, payments, adjustments, and standing accounts receivable) and management summary;
  6. Periodic updating of the master files of CPT codes and ICD codes within the Elation Platform; and
  7. Refund processing, which means posting of Customer’s refund check to the Elation Platform.
  • “Term” means the period of time beginning on the Effective Date and ending on the Termination Date.
  • “Termination Date” means 90 days following the Final Charge Submission Date, or the effective date of termination of the Addendum pursuant to Section 6.
  • “Third Party Services” has the meaning given to such terms in the Terms of Service incorporated by reference into the Agreement.
  • “Wind Down Period” means the period between Final Charge Submission Date and the Termination Date.

2. Customer Obligations regarding RCM Services

  1. Customer shall pay Elation the fees as described in the Short Order Form.
  2. Customer shall provide any documentation necessary to support preparation and submission of claims on behalf of Customer, including, but not limited to:
    • Access to all carrier contract information and internal fee schedules;
    • Patient signatures on assignment of benefits, medical information releases, and Advanced Beneficiary Notices, as required for submission of claims;
    • Login information and access for all provider portals;
    • Service locations and appointment types needed for setting up the integration; and
    • Complete all necessary credentialing, payor enrollment(s) and EDI switches and enrollments required for preparing and submitting claims.
  3. Customer will designate and identify at least one administrative billing representative and one clinical representative to whom Elation may contact regarding all matters related to RCM Services.
  4. Customer is solely responsible for the accuracy and completeness of any and all Billing Information, whether input by Customer into the Elation Platform, or provided to Elation hereunder. Customer shall only submit (and shall only cause Elation to submit) claims for reimbursement that Customer believes are true, correct and in accordance with applicable Law and health plan coverage requirements. Without limiting the foregoing, Customer shall comply with applicable Law and official diagnosis and procedure code manuals when assigning CPT and ICD codes to items and services provided to Customer’s patients. Customer acknowledges and agrees that Elation does not assign diagnosis and procedure codes to items and services provided by Customer. Customer agrees to promptly correct and resubmit any Billing Information and claims which Elation returns due to a compliance related error.
  5. From and after the First Charge Entry Date, Customer shall provide to Elation (i) such Billing Information as may be requested by Elation in order to perform the RCM Services hereunder, and (ii) with such information and Customer signatures as may be necessary in order for Elation (x) to assist Customer in properly completing electronic data interchange agreements, and (y) to be able to obtain from governmental payors or private third party payors information regarding claims submitted to such payors (including carrier website access). Customer shall not take any action that could reasonably be expected to interfere with Elation’s performance of the RCM Services.
  6. Customer shall procure and maintain current National Provider Identifiers and other necessary provider numbers for all Customer’s physicians, nurse practitioners, physician assistants and other professional employees and contractors providing medical or other professional services, as necessary or appropriate to allow Elation to obtain payment or reimbursement from governmental payors and private third party payors, and Customer will provide Elation with all such information, and any updates or modifications to such information, within the timeframe reasonably requested by Elation.
  7. Notwithstanding the authority granted to Elation herein, Elation and Customer agree that Customer shall retain the authority to direct the medical and ethical aspects of Customer’s medical practices and shall retain control of all aspects of its business and affairs that may not legally be carried on by persons other than persons who are duly licensed to practice medicine or surgery in the state or states in which such persons practice.
  8. Elation may, in its sole discretion, allow Customer to access parts of the Elation Platform in order to facilitate the provision of the RCM Services. If such access is provided, then Customer shall comply with any applicable terms of use, including pass-through terms from Elation’s third-party suppliers. Such terms will be presented to end users if they are given such access.

3. Payments from Third Party Insurance Payors and Patients

All reimbursements from all governmental (including Medicare and Medicaid) payors, private third party payors, and patient payments shall be received directly by Customer. Customer shall promptly send all insurance correspondence and EOBs (or complete copies of these documents) to Elation. Customer agrees to follow any control procedures implemented by Elation that are designed to ensure the proper transmission and receipt of such information, including procedures that may allow for such information to be sent directly to Elation. Customer agrees to provide Elation with audit control figures containing all patient visits and payments collected so that Elation may balance charges and payments posted by Elation back to Customer totals. In the event that Customer utilizes a lockbox to receive insurance payments or patient payments, Customer shall give Elation proper access to such lockbox to enable Elation to retrieve documents and images sent to such lockbox.

4. Indemnification

Customer shall indemnify and hold harmless Elation and its affiliates, and its and their respective officers, directors, employees and representatives from and against any claims, losses, costs (including reasonable attorney’s fees), damages, expenses, sanctions, fines, or penalties (collectively “Losses”) arising out of or related to (i) any failure to pay any fees due hereunder, (ii) any act or omission by Customer that results in Elation submitting any false or fraudulent claim to any governmental payor or private third party payor, and (iii) any violation of Law committed by Customer, its employees or representatives.

5. Limitation of Liability

The terms of this provision shall apply notwithstanding any other contradictory or conflicting provision in the Agreement.

  1. Elation’s total liability for Losses suffered by Customer or any of its affiliates under or related to this Addendum shall in no event exceed an amount equal to three times the average monthly fee paid by Customer to Elation under this Addendum.
  2. In no event shall either party be liable under the Addendum for any indirect, incidental, special, consequential or punitive damages, or damages for business interruption, loss of profits, revenue, data or use, or cost of cover suffered by the other party or by any third party, whether in an action in contract or tort, and even if the party has been advised of or is aware of the possibility of such damages; provided, however that the foregoing limitation shall not apply to any fines or penalties imposed by any federal or state administrative agency arising from or in connection with a violation of Law. Without limiting the foregoing, in no event shall Elation be liable under the Addendum for a governmental payor’s or private third party payor’s denial of a claim.
  3. This Section sets forth the full extent of Elation’s liability for damages resulting from this Addendum and the RCM Services, regardless of the form in which such liability of claim for damages may be asserted. The provisions of the Addendum allocate the risks between Elation and Customer. The parties agree that Elation’s pricing and other terms and conditions of this Addendum reflect the allocation of risk and the limitation of liability specified herein, and Customer acknowledges that without such limitation on liability specified herein and Customer’s agreement to maintain redundant copies of all data provided to Elation in connection with RCM Services, Elation would not have entered into this Addendum.

6. Term and Termination; Effect of Termination

  1. Unless earlier terminated as provided for herein, the Term shall automatically extend for additional 12-month periods (each, a “Renewal Term”) upon the conclusion of the Initial Term and any such Renewal Terms. Notwithstanding the 30-day notice period set forth in the Pricing Policy, to terminate the Addendum, the terminating party must provide written notice of termination at least 90 calendar days before the end of the Initial Term or then-current Renewal Term, as applicable.
  2. If a party commits a material breach of any representation, warranty, agreement or covenant set forth in this Addendum that remains uncured 15 days following written notice specifying the nature of the breach and identifying the measures reasonably required to correct the breach, the non-breaching party may terminate this Addendum by written notice to the other party.
  3. If (i) Customer has not paid fees due hereunder within ten days following Elation’s delivery of written notice informing the Customer of such non-payment; (ii) Elation reasonably believes that Customer is engaged in any conduct that violates, or could be deemed to violate, any Law; (iii) Customer becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against Customer and not dismissed within 90 days after commencement of one of the foregoing events; or (iv) Customer revokes the authorization given hereunder to withdraw amounts due hereunder from Customer’s bank account, then, in any such case, Elation may terminate this Addendum by written notice to the Customer.
  4. Following delivery of a notice of termination pursuant to Section 6a or 6b, this Addendum shall remain in effect until the Termination Date. During the Wind Down Period, (i) Customer shall continue to perform its obligations hereunder until the Termination Date, and (ii) Elation shall perform the RCM Services until the Termination Date, other than charge entry services in the Elation Platform. Customer understands and agrees that claims submitted prior to the Termination Date may not be fully resolved as of the Termination Date, but that the fees hereunder shall continue to apply to such claims even after the Termination Date. Following delivery of a notice of termination pursuant to Section 6c, this Addendum shall remain in effect on the terms provided by Elation in its notice of termination, and Customer’s access to and use of the RCM Services and Third Party Services shall terminate as set forth in such notice.
  5. Termination of this Addendum (i) shall not relieve any party from any liability that may have arisen prior to such termination, (ii) shall not relieve Customer of its obligation to pay all fees that have accrued or are otherwise owed by Customer under the Addendum prior to such termination, and (iii) shall not limit either party from pursuing other remedies available to it under Law, including injunctive relief.
  6. Elation shall have the right to maintain a copy of all Customer Data in accordance with, and for the period of time it determines is required or permitted by applicable Law.
  7. Sections 2a, 2d, 4, 5, 6d-f, and 7 shall survive any termination of this Addendum.

7. Miscellaneous

  1. Compliance with Anti-Assignment Laws. The parties understand, acknowledge and agree that, notwithstanding anything herein to the contrary, neither Elation, nor any affiliate or agent of Elation, has the ability to either (i) receive payments of Medicare reimbursement directly from CMS, or (ii) convert any payment of benefits assigned to Customer to Elation’s or its agent’s own use and control without the payment first passing through the control of Customer.
  2. Standards, Accreditation, Licensure. Customer shall ensure that it meets all medical practice, licensure and ethical standards, which are pertinent to its activities or which by contract it has agreed to abide. Without limiting the foregoing, Customer shall ensure that each physician employed by Customer and any other professional employees and contractors of Customer providing medical or other professional services has an unrestricted license to practice medicine or his or her other profession in the state(s) in which they practice, and Customer will inform Elation immediately of any change in the status of any such unrestricted license.
  3. Inspection and Audit Rights. Elation shall have the right to audit or inspect and copy the books and records of the Customer to ensure compliance with Customer’s obligations under this Addendum. In the event of any investigation, proceeding or litigation involving any governmental entity, Customer shall make available to Elation for inspection and copy any clinical documentation reasonably necessary for Elation to respond, participate or defend itself in any such investigation, proceeding or litigation.
  4. No Referrals. The parties agree that no payment or other remuneration that is offered, paid, solicited or received hereunder is to improperly induce any person to (i) make referrals for items or services for which payment may be made in whole or in part under Medicare or other Federal Health Care Programs (as defined in 42 CFR § 1320a-7b(f)); or (ii) purchase, lease, order or arrange for or recommend purchasing, leasing, or ordering any items or services that may be covered by Federal Health Care Programs.
  5. Notice. Customer agrees to notify Elation of any changes to Customer’s business address, business contact, and support contact within ten (10) days of any change thereto. All notices required or permitted hereunder shall be given in writing.
  6. Call Monitoring. Customer acknowledges and agrees that calls to and from Elation may be monitored or recorded.
  7. Exclusivity. From the First Charge Entry Date until the Final Charge Submission Date, Elation shall be the exclusive provider to Customer of all RCM Services, and Customer shall not engage any other person to perform RCM Services (or any substantially similar or replacement services) or perform such services on its own behalf.
  8. Entire Agreement. This Addendum constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Addendum.
  9. No Legal Advice. Customer’s use of the RCM Services, Elation Platform, Third Party Services or any Templates, forms or other documentation made available to Customer in no way constitutes the provision of legal advice from Elation to Customer.