Consultation Agreement

Authorization for Release of Health Information

CONSULTATION AGREEMENT

Please review this Agreement carefully. If you have any questions, concerns, or issues regarding the content, please contact us for clarification. You may also want to have your own attorney review this document before signing it.

IMPORTANT – navces, LLC (the “Company”) does not provide any medical diagnosis, medical treatment, or render medical advice. Once you decide to engage navces, LLC you will be deemed to be our “Client” and shall be referred as such hereinafter. Client acknowledges that they have retained their own physician, therapist, and medical professional for purposes of obtaining such medical or surgical advice, if and when it is needed and appropriate.

Term of Agreement The term of this Agreement will start on the Effective Date and will continue until the Agreement is terminated by either party, as provided below, or once the underlying benefits plan is terminated.

Services Requested Company will provide the consulting services requested and agreed upon as set forth above (referred to as the “Services”). Client shall perform all actions and provide all documentation necessary for the Company to render the Services, including but not limited to authorizing various parties to speak with the Company if required and completing and signing applicable HIPAA forms.

Rates, Fees & Retainers Company will provide the Services to Client, as authorized under the benefits plan and as modified and changed from time to time, upon signing of this Agreement. Company shall not begin work or provide any Services whatsoever until the membership has been confirmed with the benefits plan. Once the plan’s allowance for services has been satisfied, then Client shall pay at the rates specified in accordance with the benefits plan. All payments required under the plan shall be paid directly to the Company. Client may be required to prepay a Retainer before continuing with the medical navigation consulting engagement. If Client terminates the Agreement before the balance of the Retainer has been exhausted or if a balance remains after the Company’s time and expenses have been accounted for, the remainder of the Initial Retainer will be refunded to Client.

Representations Navces is an independent third-party administrator contracted on behalf of the employer or employees to navigate members to high value fair price to medical providers. Navces it is not paid or compensated by referral fees, commissions or other forms of compensation by medical providers or facilities. Care Access recommendations are independent of navces, the recommendations is based on data provided by Healthcare blue book incorporated and by Center for Medicare Medicaid Services (CMS). Merit-based incentive payment system (MIPS) scores and aggregated pricing data for In-Network medical services. For more information about the MIPS program go to https://qpp.cmo.gov/mips/overview. Navces ROI for incentive rewards is calculated using the average prices of a medical service in each zip code divided by the rewards the member would receive for following navces Care Access Guidance. Total ROI is determined by total cost of the program divided by the total savings adjusted for the time in service. From time to time there may be additional adjusted variances for calculating ROI.

On-Going Fees In the event the Services are rendered on an ongoing basis, Client shall pay the amount as stated in the Client’s benefits plan. Client shall pay the amount due within 3 days of Company’s email request. Company may suspend or discontinue its performance of Services until Client pays the amount necessary. Client’s failure to pay the sum within 10 days of Company’s request shall be grounds for termination of this Agreement. Any such termination by Company shall not relieve Client from its obligation to pay Company all amounts due under this Agreement.

Payments All Payments shall be made to Company as directed on the invoice or on the web portal that is provided.

Payments to Members for Earned Rewards Company will pay the earned rewards to eligible members under the “navces Incentive Rewards Program” only when Client is current on its billing and has paid in full the billing invoice for monthly service fees and billed earned member rewards.

Termination Either Client or Company may terminate this Agreement at any time and for any reason, upon written notice to the other Party (initial email copy is acceptable, to be followed by a hard copy by mail). If either Party terminates this Agreement, all amounts due to Company at the time of termination will be immediately due and payable.

Governing Law and Forum This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law provisions. Any disputes arising in connection with this Agreement shall be litigated in the Courts of Broward County, Florida. The prevailing party shall be entitled to all reasonable legal fees and costs incurred.

Waiver and Amendment Any waiver by Company of any of the terms or conditions of this Agreement shall not constitute an ongoing or future waiver of such terms and conditions. This Agreement may not be amended or modified, except by a duly signed writing referring to the specific provision to be amended or modified.

Disclaimer and Limitation of Liability Company is a professional, consulting, and private patient advocacy business. Client acknowledges that Company is NOT providing Client with any medical advice, legal advice, or professional advice of any kind. Client should seek medical advice from one or more duly licensed physicians before making any decision related to medical care. In the event of a conflict or claim for damages, Company’s total liability for the Services rendered in connection with this Agreement shall be limited to the fees paid by Client.

Entire Agreement This Agreement constitutes the entire Agreement with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties hereto and their affiliates. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Authorization to Release Information During the course of providing the Services, Client hereby authorizes Company (navces, LLC) and its representatives to obtain, release, and exchange Client’s personal medical information with other unrelated parties, including your employer, at the full discretion of Company. Client waives their right to privacy regarding Protected Health Information (PHI) and the Health Insurance Portability Accountability Act of 1996 (HIPAA). The communication may be in non-complying methods of communications including but not limited to telephonic conversations, text messaging, pictures, emails, attachments, documents, and facsimile. Client understands that once information is released, the recipient might redisclose it and that Company has no control over the information. In the event Client wishes to cancel this authorization, Client may do so by providing a simple one-sentence written letter by stating: “I wish to cancel my authorization to release information,” signed and dated by Client.

Authorization for Release of Health Information

I, as the Client, understand and agree that:

- I may not be denied treatment, payment for health care services, or enrollment or eligibility for health care benefits if I do not sign this form;

- my health information may contain information created by other persons or entities including healthcare providers and may contain medical, pharmacy, dental, vision, mental health, substance abuse, HIV/AIDS, psychotherapy, reproductive, communicable disease, and healthcare program information;

- my health information may be subject to re-disclosure by the recipient, and if the recipient is not a health plan or healthcare provider, the information may no longer be protected by the federal privacy regulations.

- this authorization will expire one year from the date the underlying agreement is terminated.

- I may revoke this authorization at any time by notifying navces, LLC in writing; however, the revocation will not have an effect on any actions taken prior to the date my revocation is received and processed.