***THIS FOLLOWING DOCUMENT APPLIES TO THOSE WHO ARE SIGNING UP FOR MEMBERSHIP ONLY*** MEMBERSHIP PARTICIPATION AGREEMENT This MEMBERSHIP PARTICIPATION AGREEMENT (the Agreement ) is by and between the undersigned patient (the Patient or You ) and Hale Healthcare, LLC (the Clinic ) effective as of the date of your signature of this Agreement and receipt of the initial payment by Clinic (the Effective Date ). RECITALS WHEREAS, Clinic is a physician medical practice that provides concierge medical services (the Program ) through its duly licensed physician, La-Shaun Elliott, M.D. (the Physician ); and WHEREAS, Patient is an individual who desires to join the Program to rec eive certain special services offered by Clinic through Physician as more fully described herein and Clinic desires to provide such special services to Patient through Physician in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual promises contained herein, the sufficiency of which is hereby acknowledged by the Parties, the Parties mutually agree as follows: 1. The Program Services. The Program s Fee (as defined below in Section 2) encompasse s the services set forth in Exhibit A attached hereto and by reference incorporated herein ( Special Services ), as may be amended from time to time in Clinic s sole discretion. The Annual Fee covers only the listed Special Services. The entire Fee is in payment for those Special Services not covered by any third party payor (i.e., medical services not reimbursed by Third Party Payors), including private insurance or federal health care programs such as Medicare (collectively, Third Party Payors ). Other s ervices may be offered as Special Services from time to time in Physician s sole discretion. 2. Fee. In exchange for the Special Services, You agree to pay to Clinic an initial visit fee and an annual premium based on the number of members and level of membership as set forth on Exhibit A, attached hereto and by reference incorporated herein, as may be amended from time to time in Clinic s sole discretion ( Fee ). In the event that this Agreement is terminated by either party, the full amount of the annual fee is due. No refund will be issued. 1
3. You are solely financially responsible for the payment of any professional medical services received and rendered by Clinic through Physician or other professional staff to you at the time of service. A li st of charges for clinical services will be provided by Clinic to You upon request. If any professional services provided to you by Clinic through Physician outside of the Special Services are covered by your Third Party Payor plan, You will be offered the same standard of diagnostic and therapeutic services offered to other patients of Clinic However, You acknowledge and agree that You are solely responsible for submitting any claims for such services to your insurance plan. Clinic will provide You with th e applicable information reasonably required to submit any claims for such services to your insurance plan (e.g., itemized bill). 4. Opt-Out of Medicare. You understand and acknowledge that Physician has opted-out of participation in Medicare. If You are Medicare beneficiary or become eligible for Medicare during the Term (as defined in Section 5 herein) of this Agreement, You acknowledge and agree that the Special Services do not include any covered services under Medicare. In the event that You seek professional services other than emergency or urgent care services (as defined in the Medicare Benefit Policy Manual, Ch. 15, 40.28) outside of the Special Services that are covered by Medicare, prior to receipt of any such services and for each opt-out period, You agree to execute the agreement substantially in the form attached hereto as Exhibit B and by reference incorporated herein. 5. Term; Termination. The initial term of this Agreement shall begin on the Effective Date and continue for a period of twelve (12) months ( Initial Term ) unless earlier terminated by either Party in accordance with this Agreement. Thereafter, the Initial Term shall automatically renew for additional twelve (12) month periods (each a Renewal Term and collectively with the Initial Term, the Term ). Failure to pay the Fee according to the payment terms may result in termination of your participation in the Program. You or Clinic may terminate this Agreement at any time upon ten (30) days written notice to the other party. 6. Physician Availability. You acknowledge and agree that Physician may, from time to time, be unavailable to provide the Special Services. During such absences, Clinic shall use reasonable efforts to ensure appropriate coverage for Physician to provide the Special Services. You acknowledge and agree that Clinic may limit the number of participants in the Program to enable Physician to provider personalized care to Program participants. 2
7. Not Insurance. You acknowledge and agree that this Agreement is not an insurance plan, not a substitute for health insurance or other health plan coverage, nor intended to replace existing of future health insurance of health plan coverage that You may carry. 8. Assignment. This Agreement may not be assigned without the other party s prior written approval. 9. Amendment; Entire Agreement. This Agreement may only be amended in writing executed by the Parties hereto. This Agreement, including its attachments and exhibits represents the entire agreement between the Parties and supersedes all prior oral and written understandings and agreement of the parties with respect to the subject matter of this Agreement. 10. Notices. Any communication required or permitted to be sent under this Agreement shall be in writing and sent via U.S. mail to the addresses set forth below or such other addresses as designated by the parties in accordance with the terms of this Agreement. Any change in address shall be communicated in accordance with the provisions of this section. If to Clinic: 120 N. Medical Parkway, Suite 201 Woodstock, GA 30189 If to Patient: Your Home Address on File in the Clinic 11. Counterparts. This Agreement may be executed in one or more counterparts, including by electronic mail or facsimile, each of which shall be deemed an original and collectively, one and the same instrument. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflict of law provisions. 13. Change in Law. In the event that there is a change in applicable federal or state law, federal or state regulations, judicial or administrative law decisions, agency pronouncements, general instructions (or application thereof), or enforcement activities, the adoption of new legislation or regulations or a 3
change in any other third party payer reimbursement system, any of which materially affects the validity or legality of the arrangements contemplated by this Agreement, either party may give written notice to the other party of such development and the parties shall attempt for a period of at least thirty (30) days to negotiate in good faith conforming amendments to this Agreement. If the parties are unable to mutually agree to appropriate amendments to conform this Agreement, then either party may terminate this Agreement by sending written notice of termination to the other party. In witness Whereof, the parties have duly executed this Agreement on the date set forth below Patient Name: Print: Patient Signature Date Clinic Signature Lá-Shaun Elliott, M.D. By: Lá-Shaun Elliott, M.D. Its: Member 4
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EXHIBIT A- MEMBERSHIP PLANS MEMBERSHIP INCLUDED SERVICES: ELITE MEMBERSHIP FEES No hidden extra co-pays or fees for office visits. 1 Member- $1,188/year 3 Regular Office Visits per month. 2 Member- $2,220/year 3 Vitality Boost Therapy Visits per month. 3 Member- $3,228/year Urgent Care: priority for same day or next day. 4 Member-$4,200/year In-house procedures at no additional cost. BUPRENORPHINE MEMBERSHIP FEES 1 yearly wellness lab exam for diabetes, cholesterol, Per Member-$1,118/year liver and kidney function, anemia. Wholesale pricing on lab tests. 20% discount on procedures. Exclusive offers and 15% discounts on specialized health & aesthetic plans. Whole-person risk assessment to determine health age and modifiable risk factors. Private waiting room with soothing music and mood-enhancing aromatherapy. Enhanced patient physician relationship. Extended patient time per visit. Personalized counseling on general medical conditions. See the same doctor every visit (no mid-level providers) Expanded access for patients, including remote appointments, only come in if medically necessary. Enhanced care coordination. Prevention focused, working toward optimal health, not just the absence from disease. Consultations and personalized coaching for weight loss, smoking cessation, stress management, and optimized health & beauty plans. Focused in-depth consultation for chronic disease management. Direct access to physician via Elite Member Portal. Travel Medicine and Nation-Wide Coordination of care. Comprehensive Primary Care physicals with in house labs, procedures, wellness exams. No additional cost for Sports physicals if you have children, even if they are not signed up for the membership. Medication management and urine tests as appropriate. Please sign that you have read the list of membership plans. Signature Date 6
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EXHIBIT B- ***Applies to Medicare Beneficiaries ONLY*** MEDICARE PRIVATE CONTRACT This Medicare Private Contract ( Contract ) is made between La-Shaun Elliott, M.D. ( Physician ), whose principal place of business is 120 N. Medical Parkway #201, Woodstock, GA 30189 and PATIENT, a Medicare beneficiary, effective as of 1/1/2017. Physician and Beneficiary sometimes individually referred to as a Party and together referred to as the Parties. RECITALS WHEREAS, Physician is a duly licensed physician in the State of Georgia who provides professional medical services as a member of Hale Healthcare, LLC; and WHEREAS, Physician has filed an affidavit with Medicare and has opted-out of Medicare for all covered items and services Physician furnishes to Medicare beneficiaries; and WHEREAS, Beneficiary is a Medicare beneficiary; and WHEREAS, the Parties desire to enter into this Contract to set forth the rights and obligations of each Party with respect to medical services provided by Physician to Patient that are covered by Medicare. NOW THEREFORE, in consideration of the mutual promises contained herein, the sufficiency of which is hereby acknowledged by the Parties, the Parties mutually agree as follows: Medicare 1. Opt-Out Period. The initial Opt-Out Period is effective as of 1/1/2017 and shall continue for a two-year period ( Initial Opt-Out Period ). After the Initial Opt-Out Period, the Opt-Out Period shall automatically renew for additional twoyear periods (each a Renewal Opt-Out Period and collectively with the Initial Opt-Out Period, the Opt-Out Period ) in accordance with applicable Medicare rules and regulations. Provided, however, the Parties acknowledge and agree that this Contract must be renewed and/or a new Contract must be entered into for each Renewal Opt-Out Period. 2. Physician s Agreement. Physician Acknowledges and agrees as follows: 1. Physician is not excluded from Medicare under sections 1128, 1156, 1892 or any other section of the Social Security Act. 2. This Contract was not entered into with the Beneficiary, or the Beneficiary's legal representative, during a time when Beneficiary requires emergency care services or urgent care services, except that Physician may furnish emergency or urgent care services to Beneficiary in accordance with 42 C.F.R. 405.440. 8
3. Physician shall retain this Contract (with original signatures of both Parties to this Contract) for the duration of the Opt-Out Period and shall make it available to the Centers for Medicare and Medicaid Services (CMS) upon request. 4. Physician shall provide a copy of this Contract to the Beneficiary, or to his or her legal representative, before items or services are furnished to the Beneficiary under the terms of this Contract. 1. Beneficiary s Agreement. Beneficiary, or his or her legal representative, acknowledge and agree as follows: Full and sole responsibility for payment of Physician's charge for all services furnished by Physician shall belong to the Beneficiary. 2. No payment will be provided by Medicare for items or services furnished by Physician that would have otherwise been covered by Medicare if there was no private contract and a proper Medicare claim had been submitted. 3. Medicare limits do not apply to what Physician may charge for items or services furnished by Physician. 4. Beneficiary, or his or her legal representative, will not to submit a claim, nor ask Physician to submit a claim, to Medicare for Medicare items or services, even if such items or services are otherwise covered by Medicare. 5. This Contract has been entered into with the knowledge that Beneficiary has the right to obtain Medicare-covered items and services from physicians and practitioners who have not opted-out of Medicare and for whom payment would be made by Medicare for their covered services, and that the beneficiary has not been compelled to enter into private contracts that apply to other Medicare-covered services furnished by other physicians or practitioners who have not opted-out. 6. Medigap plans do not, and other supplemental plans may elect not to, make payments for items and services not paid for by Medicare. 7. This Contract was not entered into with Physician during a time when the Beneficiary required emergency care services or urgent care services and Beneficiary understands that Physician may furnish emergency or urgent care services to Beneficiary in accordance with 42 C.F.R. 405.440. A copy of this Contract has been provided to the Beneficiary, or to his or her legal representative, before items or services were furnished to the Beneficiary under the terms of this Contract. This Contract contains sufficiently large print to ensure that Beneficiary can read this Contract. Termination. Either Physician or Beneficiary (or his/her legal representative) may terminate this Contract at any time upon ten (10) days written notice to the other Party. In the event of termination of this Contract for any reason, the respective obligations of Physician and Beneficiary (or his/her legal representative) not to pursue Medicare reimbursement for items and services provided pursuant to this Contract shall survive termination of this Contract for any reason. Miscellaneous. Assignment. This Contract may not be assigned without the other Party s prior written approval. 9
Amendment; Entire Contract. This Contract may only be amended in writing executed by the Parties hereto. This Contract, including its attachments and exhibits represents the entire agreement between the Parties and supersedes all prior oral and written understandings and agreement of the Parties with respect to the subject matter of this Contract. Notices. Any communication required or permitted to be sent under this Contract shall be in writing and sent via U.S. mail to the addresses set forth below or such other addresses as designated by the Parties in accordance with the terms of this Agreement. Any change in address shall be communicated in accordance with the provisions of this section. Counterparts. This Contract may be executed in one or more counterparts, including by electronic mail or facsimile, each of which shall be deemed an original and collectively, one and the same instrument. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflict of law provisions. Change in Law. In the event that there is a change in applicable federal or state law, federal or state regulations, judicial or administrative law decisions, agency pronouncements, general instructions (or application thereof), or enforcement activities, the adoption of new legislation or regulations or a change in any other third party payer reimbursement system, any of which materially affects the validity or legality of the arrangements contemplated by this Contract, either Party may give written notice to the other Party of such development and the parties shall attempt for a period of at least thirty (30) days to negotiate in good faith conforming amendments to this Contract. If the Parties are unable to mutually agree to appropriate amendments to conform this Contract, then either Party may terminate this Contract by sending written notice of termination to the other Party. In witness whereof, the parties have duly executed this AGREEMENT on the date set forth below. Patient Name: Print: Patient Signature Date Clinic Signature: Lá-Shaun Elliott, M.D. By: Lá-Shaun Elliott, M.D. Its: Member 10