Membership Terms and Conditions

This Membership Agreement (“Agreement”) is entered by and between Health Professionals Alliance, Inc.  (“HPA”), having offices at 8 North State Street, Suite 101 Lake Oswego, Oregon 97034 and the party signatory hereto (“Member” or “Practice”).

WHEREAS, Practice is duly formed and validly existing in accordance with all Applicable Law; and

WHEREAS, HPA is in the business of, and intends to provide certain Services (as defined below) in support of organizations and individuals engaged in the delivery of patient care services; and

WHEREAS, the Member desires to engage HPA to provide the administrative, business and other services described in Section 3 of this Agreement (“Services”) so that the Member may focus on the rendering of professional services, and HPA desires to provide such Services to the Member, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual promises and covenants set forth herein, intending to be legally bound, the parties hereby agree as follows:

1. ENGAGEMENT

The Member hereby engages HPA to act as the Member’s non-exclusive provider of the Services to be provided to the Member, and HPA hereby accepts such engagement for and in consideration of the compensation hereinafter provided. HPA is expressly authorized to provide such Services in any commercially reasonable manner that HPA deems appropriate to meet the requirements of the business functions of the Member, including, without limitation, delegating any duties under this Agreement to the HPA’s affiliates or to one or more of its subcontractors.

2. TERM

The term of this Membership Agreement shall commence on the Effective Date and operate for a One (1) year period (“Initial Term”).  After expiration of the Initial Term, this Agreement will automatically renew for successive one-year terms (each a “Renewal Term”), unless notice of an intent to terminate is provided by either party no less than sixty (60) days prior to the expiration of the Initial Term or any subsequent Renewal Term. If reduced membership plans are available, Member may elect to change their membership plan with thirty (30) days notice after the Initial Term is completed.

3. SERVICES

3.1     Membership Resources. HPA shall provide Member with access to HPA’s Member Portal based on Member’s membership tier as described in Schedule “A”, Membership Tiers.

3.2       Concierge Services.  HPA shall provide Member with access to an HPA Representative (“Concierge”) who can be available to conduct an initial practice assessment and to discuss which HPA service providers may be beneficial to the Practice.

3.3       Optional Services. The Member shall have access to optional products and service providers HPA offers to its Members at Membership discounts. HPA has procured and intends to continue to procure value-added services at a discounted rate that the Member may subscribe to and purchase at its option. HPA shall have the right to exclude access to or charge an additional fee for certain value-added services in HPA’s sole discretion.

4. THE MEMBER’S RIGHTS AND OBLIGATIONS.

4.1       Professional Services. Throughout the term of this Agreement the following shall apply to all Practices:

All doctors engaged by the Practice shall be duly licensed, qualified and authorized to practice medicine and/or dentistry in the State(s) in which their practices are conducted.

The Practice shall employ or otherwise engage only qualified doctors to work at and provide adequate coverage at the Practice.

The Practice shall provide all professional services reasonably required for the treatment of patients at the Practice, including supervision of any functions performed by Practice personnel that the Practice believes are clinical in nature.

All clinical judgments shall be made by or under the supervision of the doctors consistent with current applicable standards of medicine and/or dentistry, and HPA shall neither have nor exercise any supervision or control whatsoever over the rendering of any clinical services at the Practice.

The parties acknowledge and agree that the Member shall be in complete and exclusive control of all clinical judgments connected with the practice, shall be solely responsible for all acts, errors, omissions and decisions with respect thereto, and shall at all times conduct such practice in accordance with all applicable statutes, regulations, ordinances and professional and ethical standards, consistent with then current standards of medicine and/or dentistry.

4.2       Patient Records. Member shall supervise the preparation of, and direct the contents of, patient records in accordance with Applicable Law. The Member shall have exclusive ownership of the patient records; however, the Member shall permit the HPA to access the patient records during the term of this Agreement as is necessary to perform its obligations hereunder.

4.3       Notice. If the Member becomes aware of any claim, lawsuit, action, governmental investigation or licensure proceeding brought against or involving the Member practice or any licensed personnel or other clinical personnel, then the Member shall immediately notify HPA in writing of such claim, lawsuit or action.

4.4       Professional Standards. As a continuing condition of HPA’s obligations hereunder, each doctor and other clinical personnel retained by the Member to provide professional services must comply with, be controlled and governed by, and otherwise provide professional services in accordance with all applicable federal, state, and municipal laws, rules, regulations, ordinances and orders, and the ethics and standard of care of the medical and/or dental community wherein the office of the Member practice is located.

4.5       Proprietary Property. Except as specifically provided otherwise, HPA is and shall be the sole owner and holder of all right, title and interest to the proprietary property of HPA consisting of all Records, copyright, service mark and trademark rights and interests in the logos, trademarks, trade names, information systems, clinical systems management information and other systems, forms, form contracts, and policy manuals and any and all other proprietary intellectual property relating to the Member, except such property which may only be owned under Applicable Law by doctors or entities owned exclusively by doctors. During the term, HPA shall and hereby does grant a revocable license for the use of such proprietary property, on a non-exclusive, non-transferable basis to the Member. The Member represents, warrants and covenants that the proprietary property, will not be transferred, assigned, sublicensed, or otherwise given a grant permitting the use of, to any other person or entity and shall only be used pursuant to the license granted herein by HPA. The Member agrees that it shall not at any time knowingly harm, misuse or bring into disrepute the proprietary property of HPA, including the proprietary property of HPA used by the Member during the term whether such is used exclusively by the Member or otherwise. Upon termination or expiration of this Agreement, the Member shall immediately cease to use any and all intellectual property of HPA, including the proprietary property licensed pursuant to this Section 4.5, unless otherwise consented to in writing by HPA.

5. FEES. As consideration for the Services provided by HPA, the Member shall pay the amounts set forth in this Section 5. The amounts payable pursuant to Section 5.1 are referred to collectively in this Agreement as the “Membership Fee.”

5.1       Membership Fee. During the Initial Term, the monthly Membership Fee shall be as stated in Exhibit A “Membership Tiers”. The Membership Fee may be amended from time to time on not fewer than sixty (60) days’ notice from HPA to Member. In addition, Member shall be invoiced for Optional Services that are requested by the Member at HPA’s standard rates for HPA’s similarly situated customers in effect at the time such Optional Services are requested.

5.2       Interest on Payments Not Made When Due. Any amounts payable to HPA hereunder, including any Membership Fees, not paid when due shall accrue interest at a rate equal to the Wall Street Journal Prime rate effective January 1 of the year in which such payment was due, plus the lesser of (i) four (4%) percent per annum; or the maximum amount permitted by Applicable Law.

5.3       Fees not Based on Professional Fees or Referrals. HPA shall not share in the fees for professional services rendered by the Member and all compensation to HPA shall be as permitted for purely administrative services. HPA and the Member expressly acknowledge that the Membership Fees provided for in this Agreement have resulted from arm’s length negotiations between the parties, have not been determined in a manner that takes into account the volume or value of referrals or business otherwise generated between the parties, and are to the best knowledge of each party consistent with a reasonable fair market value for the services to be rendered as set forth in this Agreement.

6. RELATIONSHIP OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary:

6.1       Nothing contained in this Agreement shall constitute or be construed to be or to create a partnership or joint venture between the Member and HPA regarding the Member or Member’s practice.

6.2       The Member shall retain the exclusive authority to direct the professional and clinical aspects of the Member, and HPA shall not exercise control over or interfere with the doctor-patient relationships of the Member, which shall be maintained strictly between the doctors and their patients.

6.3       HPA is not responsible for any and all positive or negative outcomes to the Member, as it relates to their Membership at Health Professionals Alliance.

7. ARM’S LENGTH BARGAINING: NO INDUCEMENT. The Membership Fee payable by the Member to HPA hereunder has been determined by the parties through good-faith and arm’s length bargaining, without taking into account the proximity of the premises to any source of referrals, or the volume or value of any referrals of business from HPA to the Member or from the Member to HPA, that is reimbursed under any governmental or private health care payment or insurance program. In addition, the Membership Fee charged hereunder does not include any rebate or kickback, and the Membership Fee charged hereunder is not intended to be, nor shall it be construed to be, an inducement or payment for referral, or recommendation of referral, of patients by the Member to HPA (or its affiliates) or by HPA (or its affiliates) to the Member.

 

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1       Member’s Representations, Warranties and Covenants.  The Member hereby makes the following representations, warranties and covenants to HPA, each of which is material and is being relied upon by HPA, and each of which shall be true as of the date hereof and shall continue during the Initial Term and any Renewal Term of this Agreement:

(a)           Duly Authorized.  This Agreement has been duly authorized, executed and delivered by Member and is binding upon it.

(b)           Duly Organized.  Practice is duly organized as a corporation or limited liability company under the laws of the State(s) in which the Practice operates for the purpose of the practice of healthcare.

(c)           Capacity to Contract. Member has the capacity and authority to fulfill the obligations required of them hereunder and nothing prohibits or restricts the right or ability of Member to carry out the terms of this Agreement.

(d)           Violations of Law.  No agreement, document or instrument executed or to be executed in connection with this Agreement, or anything provided in or contemplated by this Agreement, does or will violate any Applicable Law, rule or regulation or breach, invalidate, cancel, make inoperative or interfere with, or result in acceleration or maturity of, any contract or agreement to which the Member is bound which would affect HPA’s rights hereunder.

(e)          Accuracy of Information.  To the best of its knowledge, any and all factual information furnished by the Member to HPA is true and accurate in all material respects and all information furnished by the Member to HPA in the future will be true and accurate in all material respects as of the date on which such information is furnished.

8.2       HPA’s Representations, Warranties and Covenants.  HPA hereby makes the following representations, warranties, and covenants to the Member, each of which is material and is being relied upon by the Member, and each of which shall be true as of the date hereof and shall continue during the term of this Agreement:

(a)           Consents.  HPA has obtained all necessary consents to enter into this Agreement.

(b)           Duly Authorized.  This Agreement has been duly authorized, executed and delivered by HPA and is binding upon it.

(c)           Duly Organized.  HPA is duly organized under the laws of the State of Delaware and duly authorized and qualified to do all things required of it under this Agreement.

(d)           Capacity to Contract.  HPA has the capacity and authority to fulfill the obligations required of it hereunder and nothing prohibits or restricts the right or ability of HPA to carry out the terms herein set forth.

(e)   Violations of Law.  No agreement, document or instrument executed or to be executed in connection with this Agreement, or anything provided in or contemplated by this Agreement, does or will, to HPA’s knowledge, violate any Applicable Law, rule or regulation or breach, invalidate, cancel, make inoperative or interfere with, or result in acceleration or maturity of, any contract or agreement to which HPA is bound which would affect Member’s rights hereunder.

9. INDEMNIFICATION.

9.1       Member Indemnification. The Member hereby agrees to defend, indemnify and hold HPA and its affiliates and their respective officers, employees, stockholders, successors and assigns (the “Administrator Indemnified Parties”) harmless from and against any and all liabilities, causes of action, damages, losses, demands, claims, fines, penalties, sanctions, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and related costs) of any kind or nature whatsoever (“Losses”) that may be sustained or suffered by any Administrator Indemnified Party in any way caused by or arising from the Member’s negligence, fraud, fraud and abuse, or willful or intentional misconduct related to its operations, provision of professional services or any material breach by the Member of any of its representations, warranties, covenants, obligations or duties under this Agreement, to the extent such Losses are not covered by the Member’s insurance.

9.2       HPA Indemnification. HPA hereby agrees to defend, indemnify and hold the Member and its affiliates and their respective administrators, members, officers, employees, stockholders, successors and assigns (“Practice Indemnified Parties”) harmless from and against any and all Losses that may be sustained or suffered by any Practice Indemnified Party in any way caused by HPA’s gross negligence, fraud or willful or intentional misconduct related to its provision of Services requested by the Member or any material breach by HPA of any of its representations, warranties, covenants, obligations or duties under this Agreement, to the extent such Losses are not covered by HPA’s insurance. IN NO EVENT SHALL HPA BE LIABLE UNDER THIS AGREEMENT TO THE MEMBER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT HPA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

9.3       Survival. The provisions of this Section 9 shall survive the termination of this Agreement for the duration of the applicable statute of limitation. Each Party shall promptly notify the other Party of any lawsuits, actions, investigations, inquiries or any threats thereof against the Member or HPA or any practice doctor that become known to an officer or director of such Party.

10. TERMINATION.

10.1      Termination by HPA Without Cause. During the Initial Term or any subsequent Renewal Term, HPA may terminate this Agreement at any time without cause upon thirty (30) days advance written notice to the Member.

10.2      Termination by the Member. During the Initial Term or any subsequent Renewal Term, the Member may terminate this Agreement only upon a material breach of a provision hereof by HPA, provided that such breach continues for a period of sixty (60) days after written notice thereof, which shall set forth with particularity the reason(s) for such breach. Notwithstanding the foregoing, the Member may terminate this Agreement at any time after the first year, subject to a liquidated damage payment of Eighty Percent (80%) of the remaining balance due for the applicable Renewal Term of this Agreement.  It is acknowledged and agreed that Member’s early termination of this Agreement will cause HPA to incur substantial economic losses and damages that are difficult or impossible to compute with certainty and that the liquidated damages set forth in this Agreement are not intended to be a penalty, but rather represent a fair and reasonable estimate of such losses and damages.

10.3      Termination Obligations. In the event of termination of this Agreement, the Member shall pay all costs and expenses owing to HPA hereof up through and including the date of termination. Furthermore, after termination of this Agreement, the Parties shall reasonably cooperate with one another, and provide each other access to such books, records and information as either party may reasonably request, for purposes of defending against any subpoena, government or third-party payor investigation, audit, or any lawsuit or proceeding instituted by any third party and relating to any alleged or actual acts or omissions of either Party during the term of this Agreement, or for any other legitimate purpose.

10.4      Obligations After Termination. Except as otherwise provided herein or in any amendment hereto, following the effective date of termination of this Agreement:

(a)        HPA and the Member shall cooperate with each other to assure an orderly wind-up of this Agreement in a manner that does not disrupt the operations of either HPA or the Member;

(b)        HPA and the Member shall continue to provide each other with access to its books and records related to this Agreement (i) for a period of one (1) year after the termination or expiration of this Agreement for the purpose of resolving disputes between them relating to performance of their respective obligations hereunder, and (ii) for the period of any relevant statute of limitations, at all reasonable times, for the purpose of responding to or dealing with matters raised by or claims against third parties, including, but not limited to, defense of government or payor audits, investigations or proceedings, and defense of malpractice claims; and

(c)        HPA and the Member shall cooperate in the preparation of the financial statements and the final reconciliation of the Membership Fees paid hereunder, which shall be calculated by HPA within ninety (90) days after termination or expiration of this Agreement.

11. Change of Law. Notwithstanding anything contained herein, if either Party receives (i) an opinion from its counsel that it is more likely than not that this Agreement is not in compliance with Applicable Law as a result of a Change of Law (as hereinafter defined) or (ii) a determination by a Governmental Entity (as hereinafter defined) that this Agreement or any provision hereof is not in compliance with any Applicable Law, then the Parties shall, during the sixty (60) day period following one Party’s provision to the other Party of a written certification to such Party that it has received a copy of such opinion of counsel or determination by a Governmental Entity, negotiate reasonably acceptable revisions to this Agreement which will change such counsel’s opinion as to such non-compliance, and to the extent legally permissible preserve the original intentions and terms agreed to by the Parties hereunder. For purposes of this Agreement, “Change of Law” shall mean: (i) the enactment or promulgation of any new law, rule, regulation or guideline by the federal or any state or local government after the date hereof even if the date of effectiveness is prospective; or (ii) the adoption or promulgation of any published interpretation after the date hereof by the federal or any state or local government, a governmental agency or a third party payor (acting in a capacity as a contractor under the Medicare or Medicaid program) of an existing law, rule, regulation or guideline, even if the date of effectiveness is prospective. For the purposes of this Agreement the term “Applicable Law” means all applicable provisions of laws, constitutions, statutes, rules, regulations, ordinances, and orders of governmental entities and all orders and decrees of courts, tribunals, and arbitrators and includes, without limitation, all Healthcare Laws, each as amended from time to time. For the purposes of this Agreement the term, “Governmental Entity” means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, legislative body, government or self-regulatory organization, commission, court, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

1. NOTICES.

12.1      Whenever, under the terms of this Agreement, written notice is required or permitted to be given by any party to any other party, such notice shall be deemed to have been sufficiently given and effective when deposited in the United States Mail, in a properly stamped envelope, certified or registered mail, return receipt requested, delivered personally or sent via overnight courier, and addressed to the party to whom it is to be given at the address hereinafter set forth. Either party hereto may change its respective address by written notice in accordance with this Section.

Member: refer to the mailing address provided in the member portal registration page

HPA:    Health Professionals Alliance – Attn: Administrator

8 North State Street, Suite 101/105 – Lake Oswego, OR 97034

admin@hpamembers.com

13. NO INTENT TO RESTRICT DOCTOR. The parties expressly agree and acknowledge that this Agreement shall not be construed to restrict any Member practice manager or supervising physician or dentist from controlling and supervising all conduct at the Member practice that constitutes the practice of medicine and/or dentistry or that requires supervision by a doctor under the laws of the State(s) in which the Practice operates and that HPA shall not, and shall not be obligated to, engage in any conduct that constitutes the practice of medicine and/or dentistry under the laws of the State(s) in which the Practice operates.

1. ENTIRE AGREEMENT. This Agreement, including EXHIBIT A and EXHIBIT B annexed hereto, contains the sole and entire agreement between the parties and shall supersede all prior and contemporaneous agreements, negotiations, promises or understandings between the parties, whether oral or written, relating to the subject matter hereof. The parties acknowledge and agree that they have not made any representations with respect to the subject matter of this Agreement, or any representations inducing the execution and delivery hereof except for such representations as are specifically set forth herein.
2. MODIFICATIONS. This Agreement may not be amended or modified in any manner except by an instrument in writing signed by the parties.
3. PREVENTION OF PERFORMANCE BY HPA. HPA shall not be liable for any loss or damage to the Member (including, without limitation, direct, indirect, incidental and consequential damages) due to any failure in its performance hereunder (i) because of compliance with any order, request, or control of any governmental authority or person purporting to act therefor, whether or not said order, request or control ultimately proves to have been invalid or (ii) when its performance is interrupted, frustrated or prevented, or rendered impossible or impractical because of strike, public disorders, acts of enemies, sabotage, boycott, embargo, or other obstructive action by employees, labor organizations, fire, flood, earthquake, tornado, tidal wave, lightning, casualty loss, pandemic, epidemic, unusually adverse weather, slowdown, lockout, act of God, inability to obtain labor or materials, war, hostilities, terrorism, armed rebellion, government ordered shutdown of business or industry, shelter in place orders, social distancing orders, quarantines, moratoria orders (including moratoria on commencement of civil litigation, enforcement of contracts, collection of rents or rights to foreclose or evict), executive orders requiring modifications of business operations or modifications of contract terms, enemy action, civil commotion, fire, casualty, catastrophic weather condition, a court order which causes a delay (unless resulting from disputes between or among the Person alleging a Force Majeure Event, present or former managers, directors, employees, officers, members, partners or stockholders of such alleging Person or Affiliates (or present or former managers, directors, employees, officers, partners, members or stockholders of such Affiliates) of such alleging Person), the application of any Applicable Law, act or neglect of a public utility, or, order of government authority, discovery of archaeological or paleontological artifacts, or another cause beyond such Person’s control or which, if susceptible to control by such Person, shall be beyond the reasonable control of such Person, or any cause beyond its control, whether or not similar to any of the foregoing. Without limitation of the foregoing, HPA shall not be required to challenge or resist any such order, request or control or to proceed or attempt to proceed with performance if such shall involve additional expense or a departure from its normal practices, unless the parties shall expressly agree as to the further obligations (including, without limitation, an obligation to bear all or part of any such additional expense) to be borne by the Member as a result thereof. Nothing in this section shall relieve the Member of any obligation to pay the amounts to be paid hereunder to HPA.
4. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Member and HPA and their respective successors, assigns and legal representatives. The Member shall not have the right to assign, convey or transfer or delegate this Agreement or any of its rights or obligations hereunder, whether voluntarily, involuntarily or by operation of law, and any attempted or purported assignment shall be null and void and of no effect.
5. NO PERSONAL LIABILITY. In no event shall any doctor associated with the Member have any personal liability under or with respect to this Agreement or any obligations of the Member.
6. CONSTRUCTION. Section headings used herein are for convenience only and shall not affect the construction of this Agreement. All references in this Agreement to “Sections” shall be to sections of this Agreement unless otherwise noted. The words “hereof,” “herein,” “hereby,” “hereinafter,” “heretofore,” “hereunder” and words of similar import shall also refer to material set forth in this Agreement as a whole and not to any particular subdivision unless expressly so limited. Where the context requires, the use of a pronoun of one gender or the neuter, shall be deemed to include a pronoun of the appropriate gender. Singular words are to be deemed to include the plural, and vice versa.
7. JOINT DRAFTING. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed pursuant to the laws of the State of Delaware in which jurisdiction this Agreement is hereby made.
9. SEVERABILITY; WAIVER. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision shall not affect the validity of this Agreement or any other provision. The waiver by either party of a breach of any provisions contained herein shall not be construed as a waiver of any succeeding breach of such provision or of the waiver of the provision itself.
10. NO RECORDING. Neither this Agreement, nor any memorandum thereof, shall be filed or recorded in the office of any county clerk or other recording office in the State of Delaware or elsewhere unless by written consent of both parties hereto.
11. COMPLIANCE WITH RULES AND REGULATIONS. The Member specifically agrees to comply with all rules and regulations of HPA as may be adopted and/or amended from time to time during the term of this Agreement, which rules and regulations may address administrative matters and other non-clinical matters pertinent to the operation of the Member.
12. ACCESS TO AND CONFIDENTIALITY OF RECORDS. HPA shall, during the term hereof, be given complete access to the Member’s records in order that it may carry out its obligations hereunder, subject to requirements for maintaining the confidentiality of patient records as established by Applicable Law, and as more specifically set forth in EXHIBIT B attached hereto and made a part hereof. HPA shall maintain the confidentiality of all files and records, including patient records, of the Member, disclosing the same only as directed by Applicable Law or by the Member in any particular instance.
13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, by email or by facsimile, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The parties expressly agree that if a signature on this Agreement is not an original, but is a digital, mechanical, or electronic reproduction (such as, but not limited to, DocuSign®, a photocopy of, fax, email, .pdf, Adobe image, .jpeg, telegram, telex or telecopy), then such digital, mechanical, or electronic reproduction shall be as enforceable, valid, and binding as, and the legal equivalent to, an authentic and traditional ink-on-paper, original wet-signature, penned manually by its signatory.

EXHIBIT A (1), (2)

MEMBERSHIP SERVICES AND FEE SCHEDULE

MEMBERSHIP TIER	COST	BENEFITS
Grow	$199/Month	The GROW Membership includes:   Access to Member Portal Procurement Software License Supply Purchasing Discounts Access to 70+ Strategic Partners HPA Social Community
Academy	$309/Month	All the benefits of a GROW Membership PLUS: Staff Related Training Videos PACE CE Libraries 10 User Licenses Academy includes over 400 videos on various topics
Advantage	$499/month	All the benefits of a GROW Membership PLUS: Discounts on Clear Aligner Programs Discounts and Rebates on Scanners Pooled Purchasing on Clear Aligners for Best Pricing Discounts on clear aligners vary depending on contract agreements with individual strategic partners.
Thrive	$599/month	All the benefits of a GROW Membership PLUS: Includes everything in “Academy” Membership Includes everything in “Advantage” Membership
Additional Locations	Discounted	Members who want to sign up for more than one (1) location are entitled to a discount for every location after the first location. Discounts are determined by HPA and can be customized depending on the needs and number of locations of the Member.

• HPA Vendor lists are subject to change. A current list of vendors is available through the HPA GPO Membership Portal.
• 90 Day Refund Policy.
  A new member may receive a refund at the conclusion of the first 90 days of either membership tier if:
  a) The new member scheduled and completed their introductory meeting with an HPA Member Engagement Specialist upon registering.
  b) The new member scheduled and completed a 90-day check-in meeting with an HPA Member Engagement Specialist.
  c) The new member is able to demonstrate that they were unable to save more money than the cost of the monthly membership tier by the end of the first 90 days.
  d) The new member was successfully onboarded to our centralized procurement software and placed at least 1 order.

EXHIBIT B

HIPAA BUSINESS ASSOCIATE AGREEMENT

THIS AGREEMENT (“Agreement”) is made by and between Health Professionals Alliance Inc., a Delaware corporation (“Business Associate”) and the party signatory hereto (the “Practice”)

WHEREAS, the Practice is a “covered entity,” as so defined below, for purposes of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and, as such, must enter into so-called “business associate contracts” with its contractors that may have access to patient information;

WHEREAS, Business Associate is a “business associate,” as so defined below, of the Practice for purposes of the HIPAA;

WHEREAS, Business Associate receives patient “protected health information” (“PHI”) in connection with the services Business Associate performs on behalf of the Practice and other companies as a business associate. Business Associate does not independently obtain PHI;

WHEREAS, Pursuant to the Membership Agreement by and between the Practice and Business Associate to which this Agreement is attached (the “Administration Agreement”), Business Associate will have access to patient PHI from the Practice;

NOW, THEREFORE, the parties do hereby agree as follows:

1. DEFINED TERMS

1.1       In General. Terms used, whether capitalized or in lower case, but not otherwise defined, in this Agreement shall have the same meaning as those Standards for Privacy of Individually Identifiable Health Information, at 45 Code of Federal Regulations (“CFR”) part 160 and part 164 subpart E (the “Privacy Rule”), the Security Standards issued at 45 CFR part 160 and part 164 subpart C (the “Security Rule”), and the breach notification rules at 45 CFR Part 164, subpart D (“Breach Rules”), as they may be amended from time to time.

1.2       Specific Definitions.

1.2.1     Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean the Business Associate, as defined in the preamble hereof.

1.2.2     Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean the Practice.

1.2.3     HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

1.2.4     Patient. “Patient” shall mean the individual whose PHI is contained in a specific medical or billing record that Business Associate maintains on behalf of Covered Entity, or that person’s duly appointed guardian or qualified personal representative.

2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

2.1       Obligations. Business Associate agrees to:

(a)        Not use or disclose PHI other than as permitted or required by this Agreement or as required by law;

(b)        Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this Agreement;

(c)        To comply with the Privacy Rule at 45 CFR 164.504(e), as amended from time to time, with respect to its use and disclosure of PHI, in the same manner that such regulation applies to Covered Entity;

(d)        Report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that this Agreement shall constitute notice to Covered Entity that Business Associate may periodically experience broadcast attacks on its firewall, port scans, unsuccessful log-on attempts, denials of service and similar unsuccessful security incidents, and Business Associate need not further report such incidents to Provider so long as such incidents do not result in unauthorized access, use or disclosure of PHI;

(e)        To mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of PHI in violation of this Agreement;

(f)        In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information, as set forth in this Agreement;

(g)        Make available PHI in a designated record set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;

(h)        Make any amendment(s) to PHI in a designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;

(i)         Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528;

(j)         To the extent the Business Associate is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and

(k)        Make its internal practices, books, and records available to the Secretary of the United States Department for Health and Human Services (the “Secretary”) for purposes of determining compliance with the HIPAA Rules. Business Associate shall make such internal practices, books, and records available within five (5) business days of a request by the Covered Entity for inspection for purposes of determining compliance with this Agreement.

2.2       Permitted Uses and Disclosures.

2.2.1     In General. Business Associate may use or disclose PHI to perform functions, activities or services for, or on behalf of, Covered Entity, in accordance with the Administration Agreement or other arrangements between the parties. Except as otherwise specifically permitted by Section 2.2.2 of this Agreement, Business Associate shall limit its use and disclosure of PHI to only the minimum necessary PHI required to furnish services on behalf of Covered Entity.

2.2.2     Specific Uses and Disclosures. Business Associate may also:

(a)        Use PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities;

(b)        Disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of the business associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached;

(c)        Use PHI to provide data aggregation services as permitted by 45 CFR 164.504(e)(2)(i)(B);

(d)        Use PHI to create de-identified health information to the extent permitted by the Privacy Rule. There will be no restriction of on Business Associate’s use or disclosure of the de-identified health information once it is so de-identified; and

(e)        Disclose PHI of a Patient to a third party for remuneration, provided such Patient executes a valid authorization pursuant to 45 CFR 164.508. Notwithstanding the foregoing, the Business Associate may disclose PHI of a Patient for remuneration in accordance with 42 USC 17934(d)(2) and 45 CFR 164.502(a)(5)(ii)(B)(2).

3. OBLIGATIONS OF COVERED ENTITY

3.1       Notice of Privacy. Covered Entity represents and warrants to Business Associate that its Notice of Privacy permits Covered Entity to disclose PHI to Business Associate, and that the Notice of Privacy used by Covered Entity incorporates the terms and statements required by the Privacy Rule. Covered Entity agrees that Covered Entity shall not modify such notice or its privacy procedures in any manner that may affect Business Associate’s authority to use or disclose PHI pursuant to this Agreement without the consent of Business Associate, except as may be required by applicable law.

3.2       Notification of Patient Revocation. Covered Entity shall immediately notify Business Associate of any changes in, or revocation of, permission by a Patient to use or disclose PHI, to the extent that such changes may affect the permitted uses or disclosures of such PHI by Business Associate.

3.3       Compliance with HIPAA. Covered Entity represents and warrants to Business Associate that Covered Entity shall comply with all requirements of the HIPAA Rules, and any similar federal or state requirement relating to privacy concerns.

4. TERM AND TERMINATION

4.1       Term of Agreement. The Term of this Agreement shall be effective as of the date of the Administration Agreement (the “Effective Date”), and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy the PHI, protections are extended to such information in accordance with Section 4.4 below.

4.2       Termination for Cause by Covered Entity. If Covered Entity becomes aware of any material breach of this Agreement by Business Associate, Covered Entity shall provide written notice to Business Associate identifying the breach, and permit Business Associate to cure the breach within thirty (30) business days of such notice. If such breach is not cured or such violation ended within such time period, Covered Entity may immediately terminate this Agreement; provided that if a material breach by Business Associate is not curable, Business Associate acknowledges and agrees that Covered Entity may be required to report such breach to the Secretary, but this Agreement shall not terminate.

4.3       Termination for Cause by Business Associate. If Business Associate becomes aware of any material breach of this Agreement by Covered Entity, Business Associate shall provide written notice to Covered Entity identifying the breach, and permit Covered Entity to cure the breach within thirty (30) business days of such notice. If such breach is not cured or such violation ended within such time period, Business Associate may immediately terminate this Agreement, and/or report the event to the Secretary.

4.4       Effect of Termination.

4.4.1     Except as otherwise provided in Section 4.4.2 of this Agreement, upon termination or expiration of this Agreement, Covered Entity shall direct Business Associate to either return or destroy all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity.

4.4.2     If Business Associate determines at such time that the return or destruction of PHI is infeasible, or that the retention of PHI is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities, Business Associate shall extend the protections provided under this Agreement to such PHI, and limit further use or disclosure of such PHI to those purposes that make the return or destruction of such PHI infeasible, or for those purposes for which the PHI was retained;

4.4.3     Upon termination or expiration of this Agreement, Business Associate shall direct Business Associate’s agents, affiliates, subsidiaries or subcontractors to return all PHI in his, her, their or its possession. If Business Associate believes at such time that it is infeasible for Business Associate to recover all PHI in the possession of Business Associate’s agents, affiliates, subsidiaries or subcontractors, Business Associate shall require that its agents, affiliates, subsidiaries and subcontractors agree to the extension of all protections, limitations and restrictions required of Business Associate hereunder.

4.4.4     If Business Associate or Business Associate’s agents, affiliates, subsidiaries or subcontractors retain any PHI pursuant to this Section 4.4, the terms of this Agreement shall continue to apply to the PHI retained by Business Associate or any of Business Associate’s agents, affiliates, subsidiaries or subcontractors, even after termination of this Agreement.

5. MISCELLANEOUS

5.1       Further Instruments.  At any time and from time to time, each party shall, without further consideration and at its own expense, take such further actions and execute and deliver such further instruments as may be reasonably necessary to effectuate the purposes of this Agreement.

5.2       No Third-Party Beneficiary Rights. Unless provided otherwise in this Agreement, the parties do not intend to confer, and this Agreement shall not be construed to confer, any rights or benefits to any person, firm, corporation or entity other than the parties.

5.3       Conflict. Upon any conflict between the Administration Agreement and this Agreement, the terms of the Administration Agreement shall control.

5.4       Notice. Whenever, under the terms of this Agreement, written notice is required or permitted to be given by any party to any other party, such notice shall be deemed to have been sufficiently given and effective where made in accordance with the provisions of the Administration Agreement regarding the giving of written notice.

5.5       Counterparts. This Agreement may be executed in one or more counterparts or by facsimile, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The parties expressly agree that if a signature on this Agreement is not an original, but is a digital, mechanical, or electronic reproduction (such as, but not limited to, a photocopy of, fax, email, PDF, Adobe image, jpeg, telegram, telex or telecopy), then such digital, mechanical, or electronic reproduction shall be as enforceable, valid, and binding as, and the legal equivalent to, an authentic and traditional ink-on-paper, original wet-signature, penned manually by its signatory.