WELLNESS SERVICES AGREEMENT 18 Month Contract This Wellness Services Agreement ( Agreement ) is made and entered into this day of, 20 (the Effective Date ), by and between WINhealth Partners, a Wyoming nonprofit corporation, and, a Participating Plan Sponsor ( Plan Sponsor ). WHEREAS, WINhealth Partners operates a health maintenance organization pursuant to the laws of the State of Wyoming and is organized, in material part, to develop and operate a health care plan that provides the optimal healthcare services at a competitive cost; WHEREAS, Plan Sponsor is an Employer who offers WINhealth Partners health benefit plan(s) to its Employees; WHEREAS, Plan Sponsor desires to take advantage of the WINhealth Wellness Program offered by WINhealth Partners; NOW, THEREFORE, in consideration of the promises and the terms and conditions hereof, the parties agree as follows: Article I WINhealth Partners Obligations 1. WINhealth Partners will offer the Plan Sponsor s employees and dependents enrollment in the WINhealth Wellness Program. 2. The Wellness Program will include the following services for the fee discussed herein: Wellness Coaching from WINhealth Partner s wellness coaches, standard blood work to include fasting glucose and lipid panel, and a Health Risk Assessment. 3. WINhealth Partners warrants that all information gathered through the Wellness Program will not be used in any other area of health plan operations other than the Wellness Program. 4. WINhealth Partners warrants that all protected health information gathered will be stored and used in compliance with the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA). Article II Plan Sponsor Obligations 1. Plan Sponsor agrees to offer to its employees and their dependents the Wellness Program as outlined by the Plan Sponsor. 2. Plan Sponsor agrees to pay WINhealth Partners as defined in Article III. 3. Plan Sponsor agrees that any and all protected health information must be used and protected in accordance with HIPAA. 1
Article III Fee Calculation and Payment 1. The fee for each member enrolled in the Wellness Program is $200.00 per eighteen (18) month period. The eighteen (18) month period will start on July 1, 2011 and terminate on December 31, 2012. 2. WINhealth Partners will invoice Plan Sponsor in the following manner: a. The first invoice will be submitted August 1, 2011. The amount invoiced will be calculated by multiplying the number of Members enrolled into the Wellness Program as of July 31, 2011 by the cost ($200.00) per eighteen (18) month period. b. After July 31, 2011, when the Plan Sponsor has new employees who want to participate in the Wellness Program, Plan Sponsor will be invoiced on a monthly basis, at the beginning of each month for the time period from July 31, 2011- December 31, 2012, for each new member who signs up for the Wellness Program. These employees will not be prorated for their late enrollment. 3. The participation cost will not be prorated for late enrollees, nor will any refund be given to the Plan Sponsor for individuals who do not remain employed with the Plan Sponsor, no longer meet health plan eligibility guidelines, or otherwise are no longer WINhealth Partners members. Article IV Termination 1. The Plan Sponsor may terminate this contract at anytime with thirty (30) days written notice. The Plan Sponsor will be liable for reasonable and necessary fees associated with coaching, lab work or education that have been incurred up to the time of the termination. 2. WINhealth Partners may terminate this contract at anytime with thirty (30) days written notice. If any services, for which fees have been paid by the Plan Sponsor, have not been utilized by the Plan Sponsor (for example, unused coaching sessions), WINhealth Partners will refund the Plan Sponsor an amount equal to the value of the unused portion of services upon termination. Article V Miscellaneous Provisions 1. Notices. Any notices required to be given in writing under this Agreement shall be given by either hand delivery, registered or certified mail, return receipt requested, directed to the respective party at its last known address. The date of notice shall be deemed to be the date of hand delivery or two (2) days after the date of mailing. Unless and until changed by written notice, the address of WINhealth Partners shall be: WINhealth Partners 1200 E 20 th Street, Suite A Cheyenne, Wyoming 82001 2
3 2. Amendment. This Agreement may not be amended or modified except by a written instrument executed by both parties. 3. Non-Assignment. Neither party shall have any right to assign the benefits or delegate the obligations contained in this Agreement without prior written consent of the other party; provided, however, that WINhealth Partners and Plan Sponsor shall have the right to assign this Agreement to an affiliated or successor entity without first obtaining such consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, legal or personal representatives, and permitted assigns. 4. Headings. The headings of the various subdivisions of this Agreement are inserted solely for ease of reference and shall not in any way affect the meaning or interpretation of this Agreement. 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. 6. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior agreements or understandings, whether written or unwritten, with respect to the same subject matter. 7. Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. 8. Gender and Number. Whenever the context hereof requires, the gender of all words shall include the masculine, feminine, and neuter, and the number of all words shall include the singular and plural. 9. Additional Assurances. The provisions of this Agreement shall be self-operative and shall not require further agreement by the parties except as may be herein specifically provided to the contrary; provided, however, that at the request of either party, the other party shall execute such additional instruments and perform such additional acts as are necessary to effectuate this Agreement. 10. Severability. If any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this Agreement, which shall remain in full force and effect and be enforceable in accordance with its terms. 11. Non-Exclusivity. Nothing in this Agreement shall be construed to restrict the City of Cheyenne entering into other contracts or agreements to obtain healthcare services from other healthcare plans or insurers. This Agreement does not restrict WINhealth Partners from entering into contracts or agreements with other Plan Sponsor or any other parties. 12. Counterparts. This Agreement may be executed in duplicate originals, each of which shall be an original instrument but both of which taken together shall constitute one and the same instrument. 13. Indemnification. Each party to this agreement shall be responsible for any liability arising from its own conduct. Neither party agrees to insure, defend, or indemnify the other.
14. Governmental/Sovereign Immunity: Plan Sponsor does not waive its Governmental/Sovereign Immunity, as provided by any applicable law including WYO. STAT. ANN 1-39-101 through 121 (2009), by entering into this Agreement. Further, Plan Sponsor fully retains all immunities and defenses provided by law with regard to any action, whether in tort, contract, or any other theory of law, based on this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement intending it to be effective as of the day and year first written above, notwithstanding execution on a different date. Plan Sponsor: By: Signature: Title: Address: WINhealth Partners: Printed Name: Signature: Title: 4
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