Membership
Legal, Terms & Conditions
- Membership Terms and Conditions
- HIPAA Rules and Regulations
- Privacy Policy
- Social Platform Code of Ethics
- Mutual Non-Disclosure Agreement
- Non-Solicitation Terms
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:
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- MODIFICATIONS. This Agreement may not be amended or modified in any manner except by an instrument in writing signed by the parties.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 |
|
Thrive |
$599 / Month |
All the benefits of a GROW Membership PLUS
|
- 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.
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:
- 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.
- 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).
- 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.
- 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.
- 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.
Members agree to adhere to all HIPAA rules and regulations as stated in the website: HHS.gov
Who we are
Our website address: www.portal.hpamembers.com
Contact us at: https://portal.hpamembers.com/marketplace/hpa-team/
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- — Order information such as your membership subscriptions, payment dates and amounts, and username / email address.
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STATEMENT AND SCOPE
Leading by example and living our values means that all HPA employees and members must conduct business in a way that is fair, ethical, and honest. Simply said, in every role and in every action, we expect our employees and members to do what is right.
This Code of Ethics (the “Code”) is one of the ways we put HPA’s values into practice. It is meant to make our ethical expectations clear and to provide employees and members with guidance about how to navigate certain situations. Please read this Code carefully and follow it both in spirit and letter, always bearing in mind that each of us has a personal responsibility to incorporate, and to encourage other employees and members to incorporate, the principles of the Code into our interactions. If you have questions or ever think that one of your fellow employees or members, or HPA as a whole, may be falling short of our commitment, please reach out to HPA using the following link to notify us: https://portal.hpamembers.com/marketplace/hpa-team/ .
This Code applies to all employees and members (including permanent, temporary, casual, contract, and students), officers, directors, and agents of HPA Inc. or any of its subsidiaries anywhere in the world. Our employees and members are encouraged to review our code of ethics annually.
CODE OF ETHICS
- The Fundamentals
This Code is a set of common-sense rules intended to guide our decision-making. It’s impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. If you think the Code’s application to any situation is unclear, ask yourself:
- Is this fair?
- Is this legal?
- Would it be okay if this happened to me or a colleague?
- Would it be okay if this were published online?
- Would I feel comfortable describing this situation to a judge? What about a loved one?
While all employees and members must always act with integrity during the course of their work, each manager and leader at HPA is responsible for leading by example and empowering others to deliver by reinforcing the principles of this Code. If you are a leader or manager, you are expected to serve as a positive role model and inspire others to embrace our Code by:
- Demonstrating integrity
- Encouraging ethical decision-making
- Creating an open work environment where team members feel comfortable to voice opinions and raise concerns
- Preventing retaliation against those who speak up
- Seeking help in resolving and escalating issues when they arise
Show Respect.
HPA is committed to maintaining an environment grounded in respect for each individual and their personal dignity. This includes creating a safe, inclusive, and supportive environment, where everyone can reach their fullest potential.
- Respectful Workplace and Social Interaction.
Treat everyone with respect. Take the time to listen and understand each other’s perspectives and remember that HPA values individuality and diversity. Part of this means understanding that it is okay and supported to disagree with each other, as well as accepting that we bring different perspectives. Simply put, we don’t tolerate bullying, harassment, violence, or discrimination. - Demonstrate Honesty & Integrity.
Expect the best and assume the best, of yourself and each other. Use honesty and integrity to guide your behavior, decision-making, and communication with others. And remember, our reputation as a trustworthy company is one of our most valuable assets. It is up to all of us to make sure that we continually earn that trust.
Equal Opportunity.
HPA is committed to providing a work environment that is inclusive with equal opportunities and fair treatment of everyone (employees and members, customers, business partners and other stakeholders) regardless of race, ancestry, religion, place of origin, color, ethnic origin, citizenship, creed, gender identity, gender expression, culture, national origin, pregnancy, sexual orientation, age, marital status, family status, mental or physical disability, socio-economic or social conditions, or any other factor unrelated to job requirements or other basis protected by applicable laws. We believe a diverse workforce and membership leads to better decisions and has positive results in attracting and retaining talent to better serve each other and our members. And we expect our employees and members to foster a diverse, equitable and inclusive environment.
- Accommodation. HPA will make all reasonable accommodations to meet our obligations under laws protecting the rights of those with disabilities.
Dos & Don’ts – Behaviors
DO
- Be a professional and considerate colleague and member participant – ask yourself, “Am I treating people the way they wish to be treated”?
- Show appreciation for what your colleagues and members do, post shout outs, say thanks, and recognize hustle
- Speak up if you see or experience bullying, harassment, violence, or discrimination
- Be honest with each other and with each of HPA’s shareholders, customers, partners, vendors, and other stakeholders
- Exercise good judgment
- Ask for help if you are ever unsure of what to do
DON’T
- Do not yell at, belittle, or threaten a colleague, customer, member, or business partner.
- Do not be inappropriate – like making unwanted comments about a colleague’s appearance, comments, or media posts.
- Do not spread rumors and gossip about colleagues or other members.
- Do not mislead customers, employees, or other members
- Do not abuse an HPA employee’s or member’s confidential information
- Do not be counterproductive – like undermining other people’s work, messages, or efforts.
Act Like an Owner
We expect everyone to act like an owner or a valued member of our organization. That means using the resources HPA provides you responsibly and efficiently. That includes the services and platforms we provide you, as well as the information that HPA may make available to you. Do not do anything with HPA property and resources that is illegal, unethical, or generally shady.Acting like an owner also means being accountable.
Avoid Conflicts of Interest
A conflict of interest refers to when your personal interests, or the interests of your friends or family or significant other, interfere or appear to interfere with HPA’s interests or your work. What does this mean in practice? We expect our employees and members to do what is best for HPA and for themselves. We also expect you to ensure that your judgment and ability to make decisions are not compromised and that you do not use your position at HPA or HPA’s social platform to serve your personal interests or relationships at the detriment of others.Demonstrate Honesty & Integrity
Expect the best and assume the best, of yourself and each other. Use honesty and integrity to guide your behavior, decision-making, and communication with others. And remember, our reputation as a company that our users can trust is one of our most valuable assets. It is up to all of us to make sure that we continually earn that trust.
2. PROTECT CONFIDENTIAL INFORMATION. At HPA, we value transparency and open discussion. However, a culture of openness must also be built on a foundation of trust that when we frankly and honestly discuss our goals, challenges, and achievements, the information will stay within HPA’s (virtual) walls. Improper use or disclosure of HPA confidential information can seriously damage our business and expose HPA to reputational harm and/or legal claims. It is critical that all employees and members understand and follow the policies and protocols that HPA has in place to protect our confidential information.
We expect our employees and members to:
- Carefully protect HPA confidential and proprietary information;
- Keep in mind the complex duties to investors, employees and members, customers, and partners that we, as a for-profit business, must always balance.
- What should you consider to be “confidential information”? In general, anything relating to HPA’s finances, business and marketing plans, employees, members, customers, and strategic partners should be treated as confidential by default.
- Dos & Don’ts – Confidential Information
DO
- Disclose confidential information to colleagues or members only when it is necessary and permitted
- Disclose confidential information externally only when you have proper approval and a Non-Disclosure Agreement (“NDA”) is in place
DON’T
- Do not discuss confidential HPA business on social media or bad-mouth fellow employees and members
- Do not discuss or share confidential information with colleagues unless they “need to know”
- Do not forget to contact HPA’s team for help with NDAs
3. PROTECT INTELLECTUAL PROPERTY. HPA’s intellectual property – our code, brand, trademarks, copyrights, inventions, patents, domain names, and “know how” are, along with our employees and members, the lifeblood of the company. So, we expect you to use the utmost care in protecting HPA’s IP and trade secrets. Misuse of our IP, like misuse of confidential information, can result in damage to HPA or members, including loss of value, harm to our reputation, and legal claims.
Similarly, it is important to respect the IP rights of others. Make sure you have appropriate permission before using any software, code, images, pictures, video, or other media.
- Dos & Don’ts – Intellectual Property
DO
- Use HPA IP for HPA purposes and to the benefit of your practice only
- Follow information security best practices and policies
- Contact the HPA team for help with IP-related agreements/questions
DON’T
- Do not share HPA IP externally without having clear permission and agreements in place
- Do not use customer or partner names/logos without consent
4. DON’T BREAK THE LAW. Respect all laws applicable to our business and honor our member practices. That includes laws and regulations that exist at the international, national, state, and even local level. Although the list below is not exhaustive, it provides an overview of the types of laws which we need to be aware of.
4.1 Privacy and Data Protection Laws.
HPA is committed to maintaining the accuracy, confidentiality, security and privacy of the personal information of our customers, prospects, employees, members, and member candidates, and to complying with applicable privacy and data protection laws.
Similarly, HPA’s members who use our member portal trust us to handle their data, and as good partners, we owe it to our members to handle their data responsibly and in accordance with their limitations. Always comply with social network data use restrictions to ensure we keep the trust of our portal community users.
4.2 Stark Law & Anti-Kickback Statute
The Stark Law prohibits physicians from referring Medicare patients for designated health services to any entity with which the physician, or their immediate family member, has a financial relationship. In this law, “financial relationship” is described as any direct or indirect ownership or investment interest. The Stark Law also prohibits the entity from submitting claims to Medicare for designated health services provided as a result of a prohibited referral.
The Anti-Kickback Statute prohibits offering, paying, soliciting, or receiving anything of value (referred to as remuneration) to induce or reward patient referrals or generate any federal health care program business involving any item or service payable by federal health care programs. Examples of remuneration referred to in this law could include anything from cash payments and paying for expensive hotels and meals to excessive compensation for medical directorships.
4.3 Corruption, Foreign Business Dealing, and Improper Payments.
Do not pay, loan, or otherwise provide any funds or assets as bribes, kickbacks, or other payments designed to influence the conduct of the recipient or the outcome of any business transaction. Do not give anything of value to a government official, a political party or party official, a political candidate, or an official of a public organization for the purpose of influencing or inducing the recipient to obtain, retain, or direct business for or to any person or for the purpose of securing any improper advantage.
Giving or receiving certain gifts can be an acceptable business practice, but only if doing so neither gives rise to a conflict of interest nor violates laws or either party’s rules and policies. The purpose of giving gifts or entertaining business colleagues in a commercial setting is to create goodwill, build rapport and develop relationships, and not to gain unfair advantage with, or to take unfair advantage of, customers, prospects, members, partners, or vendors. You must not offer, give or provide any entertainment or gift unless it:
- is not a cash gift
- is consistent with customary business practices
- is worth less than US$150 per year
- is not in exchange for securing a business contract or providing favorable business terms, or that might create or give the appearance of creating a sense of obligation on your or HPA’s part with regard to the giver
- does not violate any laws, regulations, or rules
- does not reflect negatively on our brand
Before accepting a gift from a vendor, partner, customer, etc., ask yourself “Is this reasonable and appropriate? Or does this cross a line?” For example, accepting a moderately priced bottle of wine at the holidays? Not a big deal. An all-expenses paid trip to a fabulous destination? Not a good idea. If you are unsure, use this Code as your guide or get legal advice if necessary.
4.4 Competition and Antitrust Laws. HPA must abide by competition and antitrust laws which, among other things, prohibit the abuse of market power, predatory conduct intended to eliminate or exclude a competitor, and arrangements that inhibit competition or restrain trade. Examples of prohibited conduct include:
- agreeing with competitors about prices
- agreeing with competitors to rig bids or to allocate customers or markets
- agreeing with competitors to boycott a supplier or customer
4.5 Trade Controls. U.S. and international trade laws control where HPA can send or receive its products and services. For example, HPA may not be permitted to do business with customers in countries like Cuba, Iran, and North Korea.
5. BE GOOD GLOBAL CITIZENS. HPA is committed to working toward sustainability in our operations and meeting the social and environmental expectations of our stakeholders and our members.
5.1 Anti-Human Trafficking. HPA is committed to avoiding human trafficking, child labor and forced labor in our supply chain if applicable.
5.2 Human Rights. Human rights are the fundamental rights, freedoms, and standards of treatment to which all people are entitled. HPA is committed to treating all people with dignity and respect, enabling healthy and safe work environments, promoting ethical behavior, and respecting privacy.
5.3 Report Violations. We know that speaking up is never easy. However, our culture and the safety of our workplace and member community depend on employees and members speaking up and looking out for each other. When faced with a choice between what is easy and what is right, choose right!
Violations, suspected violations, and questions about this Code should be brought to the attention of the HPA team.
6. CONSEQUENCE OF BREACH. We trust our employees and members to do what is right, but we also must be clear that we take this seriously. Any breach of this Code of Ethics, including any action condoning such conduct, will be grounds for discipline, up to and including termination of employment or termination of your membership. If you are aware of a breach of this Code, you are required to report it and your failure to do so may be treated as an action condoning. Concerns should be raised with the HPA team.
No HPA Employee or Member will face any discipline or repercussion for reporting, in good faith, a breach or suspected breach of this Code.
7. CODE REVIEW. This Code will be reviewed every year. It may be amended at any time and for any reason. The most current version of this Code can be found on HPA’s terms and conditions page. This Code is not an employment or membership contract. The obligations set out in this Code are in addition to, and not in lieu of, any obligations set out in your agreements with HPA and any applicable internal regulations. HPA operates in a global environment. As such, there may be certain terms of this Code that are not in keeping with an aspect of local law or a term of a local collective agreement. It is HPA’s intention to comply with all applicable local laws and collective agreements. This Code will be interpreted to achieve compliance with those requirements. If any term of this Code directly conflicts with a local law or collective agreement, the local law or collective agreement will be substituted for
Mutual Confidentiality Agreement
This Mutual Confidentiality Agreement (“Agreement”) is made and entered into as of user’s membership creation (“Effective Date”), by and between Health Professionals Alliance Inc., a Delaware corporation (“HPA”), and HPA “Connect” or “Thrive” member (“Company”), each referred to individually as a “Party” and collectively as “Parties.” In order for Company to review the terms and benefits of HPA membership and for HPA to provide services to Company (collectively, the “Purpose”), each Party must disclose certain Confidential Information and each Party is willing to disclose Confidential Information to the other Party under the terms of this Agreement. NOW, THEREFORE, the Parties agree as follows:
- Confidential Information: “Confidential Information” shall mean any oral or written information which is made available to a Party or its Representatives (a “Recipient Party”) by another Party or its Representatives (a “Disclosing Party”) in connection with the Purpose before or after the date of this Agreement, regardless of the manner in which such information is furnished. Confidential Information includes, without limitation, the following: all software, source code, data, materials, products, customer or client information, business plans, compilations, evaluations, summaries, evaluation materials, memoranda, disclosure documents, lists, appraisals, analyses, financial information, forecasts, identities of individuals and entities, medical, health or healthcare information, ideas, business strategies, business structures, agreements, designs, Trade Secrets (as defined in the Uniform Trade Secrets Act as enacted in the State of Delaware) or other information developed or prepared by a Disclosing Party or its Representatives. “Confidential Information” shall not include information which is or becomes generally available to the public or was independently developed by the receiving Party without reference to the Confidential Information. “Representatives” means the directors, officers, partners, managers, members, employees, agents, affiliates, subsidiaries, and legal, tax, and consulting advisors or lending sources.
- Use and Protection: Neither Party, as a Recipient Party, shall use or disclose a Disclosing Party’s Confidential Information for any reason or purpose other than pursuant to the Purpose. A Recipient Party shall protect Confidential Information received under this Agreement from disclosure with at least the same degree of care which it regularly employs, but in no event less than reasonable care under the circumstances, to protect its own confidential information. A Recipient Party may disclose Confidential Information to its Representatives, provided that such Representatives are aware of the obligations under this Agreement and agree to be bound by such. The Recipient Party agrees to be responsible for any breach of this Section 2 by Recipient Party or Recipient Party’s Representatives. Confidential Information may be disclosed to appropriate legal or governmental officials to the extent required by law or court order.
- Term; Return of Confidential Information: This Agreement shall continue from the Effective Date and terminate on the date three (3) years from the Effective Date; provided, however, such termination shall not affect any obligation with respect to Confidential Information received by the Parties prior to such termination, which obligation shall continue for a period of three (3) years from the date of disclosure by a Party or its Representative, and the remedies of the Party with respect thereto shall survive until the expiration of any applicable statute of limitation. Upon termination and at the request of a Disclosing Party, all Confidential Information in any tangible form and all copies thereof shall be returned to the Disclosing Party or destroyed.
- Intellectual Property Rights: Nothing contained in this Agreement shall be construed as or imply any right granted to either Party with respect to any intellectual property of either Party (whether or not copyrighted, patented, trademarked or otherwise protected), including any uses related thereto, and all Confidential Information shall be the sole property of the Disclosing Party.
- Governing Law; Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof (a “Dispute”), shall be resolved: (a) first, by negotiation; and (b) then, if negotiation fails, by binding arbitration. The Dispute shall be resolved by final and binding arbitration administered by jamsadr.org (“JAMS”) pursuant to the JAMS Arbitration Rules and Procedures other than as modified hereby or by mutual agreement of the Parties. The place of arbitration shall be Clackamas County, Oregon. In the event of any breach of the provisions of this Agreement the Parties shall be entitled to equitable relief, including injunction and specific performance. The Parties acknowledge and agree that a Party would suffer irreparable harm from a breach by the other Party of this Agreement. Therefore, at any time during the pendency of a Dispute between the Parties, either Party has the right to apply to any court of competent jurisdiction for interim relief, including pre-arbitration attachments or injunctions, necessary to preserve the Parties’ rights or to maintain the Parties’ relative positions until such time as the arbitration award is rendered or the Dispute is otherwise resolved.
- Notice of Rights Pursuant to the Defend Trade Secrets Act (“DTSA”): Notwithstanding any provisions in this Agreement or company policy of any Party hereto applicable to the unauthorized use or disclosure of trade secrets, the Parties are hereby notified that, pursuant to Section 7 of the DTSA, an individual (including, but not limited to, an employee, consultant or independent contractor) shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
Who we are
Our website address: www.portal.hpamembers.com
Contact us at: https://portal.hpamembers.com/marketplace/hpa-team/
Our password protected portal address is: https://portal.hpamembers.com
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If you upload images to the website, you should avoid uploading images with embedded location data (EXIF GPS) included. Visitors to the website can download and extract any location data from images on the website.
Cookies
If you leave a comment on our site you may opt-in to saving your name, email address and website in cookies. These are for your convenience so that you do not have to fill in your details again when you leave another comment. These cookies will last for one year.
If you visit our login page, we will set a temporary cookie to determine if your browser accepts cookies. This cookie contains no personal data and is discarded when you close your browser.
When you log in, we will also set up several cookies to save your login information and your screen display choices. Login cookies last for two days, and screen options cookies last for a year. If you select “Remember Me”, your login may persist for two weeks. If you log out of your account, the login cookies will be removed.
If you edit or publish an article, an additional cookie will be saved in your browser. This cookie includes no personal data and simply indicates the post ID of the article you just edited. It expires after 1 day.
Embedded content from other websites
Articles on this site may include embedded content (e.g. videos, images, articles, etc.). Embedded content from other websites behaves in the exact same way as if the visitor has visited the other website.
These websites may collect data about you, use cookies, embed additional third-party tracking, and monitor your interaction with that embedded content, including tracking your interaction with the embedded content if you have an account and are logged in to that website.
Who we share your data with
If you request a password reset, your IP address will be included in the reset email.
We share information with third parties who help us provide additional contact services to you; for example – vendors within our Group Purchasing Offerings, payment gateways for collection of membership fees, or third part embeds. We do not sell your information.
How long we retain your data
If you leave a comment, the comment and its metadata are retained indefinitely. This is so we can recognize and approve any follow-up comments automatically instead of holding them in a moderation queue.
For users that register on our website (if any), we also store the personal information they provide in their user profile. All users can see, edit, or delete their personal information at any time (except they cannot change their username). Website administrators can also see and edit that information.
We store information about you for as long as your account exists.
What rights you have over your data
If you have an account on this site, or have left comments, you can request to receive an exported file of the personal data we hold about you (if and when available), including any data you have provided to us. You can also request that we erase any personal data we hold about you. This does not include any data we are obliged to keep for administrative, legal, or security purposes.
Where your data is sent
Visitor comments may be checked through an automated spam detection service.
What personal data we collect and why we collect it
We collect information about you during the signup process as well as some basic activities such as the dates you make purchases, login to the site, or cancel/pause/resume your subscriptions with us.
What we collect and store
When you subscribe with us, we’ll ask you to provide an email address. We’ll use this information for purposes, such as, to:
- — Send you information about your account and subscriptions. This may include payment receipts, password reset emails, and payment reminders.
- — Create your membership account
Who on our team has access
Members of our team have access to the information you provide us. For example, site Owner/Administrators can access:
- — Order information such as your membership subscriptions, payment dates and amounts, and username / email address.
Any additional information added in your Member Profile can also be visible to the Administrator(s) and other social platform users based on your settings.
Payments
We have the ability to accept payments through PayPal, Stripe, Authorize.net or through our third-party partners such as Fiserv . When processing payments, some of your data will be passed to the merchant vendors, including information required to process or support the payment, such as the purchase total and billing information.