NORTH N PO Box 11706
Glendale, AZ 85318
BILLING SERVICE AGREEMENT
April 4, 2012
North Canyon Management, LLC (hereinafter called "Billing Center") agrees to
provide and (hereinafter called "Client") agrees to purchase
services upon the terms and conditions and in accordance with the schedule and
other provisions stated herein.
The Billing Center agrees to fulfill the agreed upon services using the standards,
principals and guidelines included in the Business Associates Agreement section
included in this contract.
The Client agrees to provide all necessary information and documentation for the
billing service to fulfill the agreement,
The charges for medical claims processing services will be based upon the actual
volume of services. The services performed and the fees charged will be based
upon the attached service and rate schedule. Client agrees to pay Billing Center
for all costs incurred by Billing Center as a result of Client error or omission as
determined by Billing Center. When possible, Billing Center will notify Client in
advance of any additional charges. When billing Center determines increased
costs justify an increase in any service performed, Billing Center may increase
fees and shall notify Client at least 30 days in advance of any such increase.
Billing Center shall invoice the Client at least monthly for all services rendered
during the preceding billing period. Terms are net within 10 days following the
date of billing. Invoices unpaid within 30 days of the invoice shall be subject to
an interest rate of 12% per annum.
Neither party shall be liable for delays in delivery or failure to perform any
obligation hereunder, other than the obligation to make a payment due
hereunder, when such delay or failure arises beyond the control and with the
fault or negligence of such party. The time for performance or any right
or obligation, other than the obligation to make a payment due hereunder,
delayed by such events will be postponed for a period equal to the delay unless
the parties agree to the contrary with respect to delivery to a specific location(s).
LIMITATION OF LIABILITY
Client agrees that the foregoing warranty is in lieu of all other warranties,
express or implied, including but not limited to any implied warranty of
merchantability, fitness or adequacy for any particular purpose or use, quality,
productiveness or capacity. Client further agrees that Billing Center shall not be
liable to Client or any person claiming through or under Client for any expense
of any kind whatsoever or for any lost profits or damages of any kind
whatsoever caused. In no event shall Billing Center be liable for loss of business
or other consequential damages even if Billing Center has been advised of the
possibility of such damages. Billing Center has no liability to Client if fire, strike,
theft, acts of God, or any other cause destroys data or records. In the event of
system malfunction, for whatever reasons, or inability to access computer, Billing
Center shall not be liable for damage to or loss of any Client data, which has been
entered into the computer system. However, Billing Center will use its best
efforts to minimize the possibility of such damage to or loss of Client data by use
of regular backup procedures. Client agrees to hold Billing Center harmless from
any liability resulting from violations of state or federal regulations relating to
the extension of credit or handling of accounts receivable by the Client. Client
agrees to aid in the defense of Billing Center in any such state or federal
This Agreement and its rights and obligations of either party hereunder may at
any time, with Client’s written authorization, be assigned, delegated, or
transferred by operation of law or otherwise, in connection with the total
acquisition of the business or sale of substantially all the assets of the business of
either party to which this Agreement pertains. Billing Center may assign,
without consent or notice, any; or all of its rights to any company controlling,
controlled by or; under common control with Billing Center, or to a successor to
Billing Center. Subject to the foregoing, this Agreement shall be binding upon
and inure to the benefit of the respective parties hereto, their successors, and
assigns and representatives.
The Client may cancel this agreement by giving Billing Center 30 days prior
written notice. This agreement may be canceled by Billing Center by giving
Client 90 days prior written notice. Upon termination of service, Client agrees to
remit immediately to Billing Center all charges and fees to date. The Client must
accept all closing patient records and documents.
The term "this agreement" as used herein includes any future written
amendments, modifications, supplements, or schedules duly executed by Billing
Center and the Client. The laws of the state of Arizona will govern this
agreement. At Billing Center's option, any dispute under this agreement shall be
either submitted to binding arbitration in the city of Phoenix Arizona, under the
rules then prevailing of the American Arbitration Association, or filed in Arizona
State Court, to which Client submits to jurisdiction. Billing Center and Client are
entitled to reasonable attorney's fees for the enforcement of this agreement at any
stage of enforcement proceedings, including appeal. The waiver by either party
of any default or breach of this agreement shall not constitute a waiver of any
subsequent default or breach of the same or of a different kind. This agreement
constitutes the whole contract between the parties and may be changed only by a
memorandum signed by both parties. Should any provision of this agreement be
unenforceable or against public policy, the parties agree that the remaining
portions of the agreement will be binding upon the parties.
SERVICES AND FEES
Complete commercial insurance claims processing, 9% of Collection
including electronic and paper filing, claim follow up
and accounts receivable.
Complete government (Medicare) insurance claims 9% of Collection
processing, including electronic and paper filing,
claim follow up and accounts receivable.
Patient billing after insurance, including patient 9% of Collection
follow up and light collection if necessary and
requested by the doctor.
Any services beyond these listed will be negotiated at that time.
Clara Arneson Date
North Canyon Management, LLC
Accepted this _____________ day of ___________________ 2012
BUSINESS ASSOCIATE AGREEMENT
North Canyon Management, LLC
This Agreement is entered into by and between________________________________
(hereinafter called “Health Care Provider”) and North Canyon Management, LLC
(hereinafter called “Business Associate”) to set forth the terms and conditions under
which “protected health information” (PHI), as defined by the Health Insurance
Portability and Accountability Act of 1996 (HIPAA) and Regulations enacted
hereunder, created or received by “Business Associate” on behalf of “Health Care
Provider” may be used or disclosed.
This Agreement shall commence on __________ and the obligations herein shall
continue in effect so long as Business Associate uses, discloses, creates or otherwise
possesses any protected health information created or received on behalf of Health
Care Provider and until all protected health information created or received by
Business Associate on behalf of Health Care Provider is destroyed or returned to
Health Care Provider pursuant to Paragraph 15 herein.
1) Health Care Provider and Business Associate hereby agree that Business
Associate shall be permitted to use and/or disclose protected health
information created or received on behalf of Health Care Provider for the
a) Completing and submitting health care claims to health plans,
Clearinghouses, and other third party payers.
b) Collection of fees for Health Care Provider.
c) Establishing and maintaining Business Management Programs for
Health Care Provider.
d) Introducing, maintaining, and programming Electronic Medical
Record Systems for Health Care Provider.
e) Introducing, maintaining, and programming compatible Dictation
Systems for Health Care Provider.
It is to be understood by all parties that the permitted uses and disclosures must by
within the scope of and necessary to achieve, the obligations and responsibilities of
Business Associate in performing on behalf of, or providing services to, the Health
2) Business Associate may use and disclose protected health information
created or received by Business Associate on behalf of Health Care Provider
if necessary for the proper management and administration of Business
Associate or to carry out. legal responsibilities, provided that any disclosure
a) Required by law, or
b) Business Associate obtains reasonable assurances from the person to
whom the protected health information is disclosed that (i) the
protected health information will be held confidentially and used or
further disclosed only as required by law or for the purpose for which
it was disclosed to the person; and (ii) Business Associate will be
notified of any instances of which the person is aware in which the
confidentiality of the information is breached.
3) Business Associate hereby agrees to maintain the security and privacy of all
protected health information in a manner consistent with California State and
Federal laws and regulations, including the Health insurance Portability and
Accountability Act of 1996 (“HIPAA”) and regulations hereunder, and all
other applicable law.
4) Business Associate further agrees not to use or disclose protected health
information except as expressly permitted by this Agreement, applicable law,
or for the purpose of managing Business Associate own internal business
processes consistent with Paragraph 2 herein.
5) Business Associate shall not disclose protected health information to any
member of its workforce unless Business Associate has advised such person
(employee) of Business Associate privacy and security obligations and
policies under this Agreement, including the consequences for violation of
such obligations. Business Associate shall take appropriate disciplinary action
against any member of its workforce who uses or discloses protected health
information in violations of this Agreement and applicable law.
6) Business Associate shall not disclose protected health information created or
received by Business Associate on behalf of Health Care Provider to a person,
including any agent or subcontractor of Business Associate but not including
a member of Prime Clinical Systems. Inc.’s own workforce, until such person
agrees in writing to be bound by the provisions of the Agreement and
applicable California State or Federal law.
7) Business Associate agrees to use appropriate safeguards to prevent use or
disclosure of protected health information not permitted by this Agreement or
8) Business Associate agrees to maintain a record of all disclosures of protected
health information, including disclosures not made for the purposes of this
Agreement. Such record shall include the date of the disclosure, the name
and, if known, the address of the recipient of the protected health information,
the name of the individual who is the subject of the protected health
information, a brief description of the protected health information disclosed,
and the purpose of the disclosure. Business Associate shall make such record
available to an individual who is the subject of such information or Health
Care Provider within five (5) working days of a request and shall include
disclosures made on or after the date which is six (6) years prior to the request
or April 14, 2003, whichever date is later.
9) Business Associate agrees to report to Health Care Provider any
unauthorized use or disclosure of protected health information by Business
Associate or its workforce or subcontractors and the remedial action taken or
proposed to be taken with respect to such use or disclosure.
10) Business Associate agrees to make its internal practices, books, and records
relating to the use and disclosure of protected health information received
from Health Care Provider or created or received by Business Associate on
behalf of Health Care Provider, available to the Secretary of the United States
Department of Health and Human Services, for purposes of determining the
Covered Entity’s compliance with HIPAA.
11) Within thirty (30) days of a written request by Health Care Provider,
Business Associate shall allow a person who is the subject of protected health
information, such person’s legal representative, or Health Care Provider to
have access to and to copy such person’s protected health information in the
format requested by such person, legal representative, or practitioner unless it
is not readily producible in such format, in which case it shall be produced in
standard hard copy format.
12) Business Associate agrees to amend, pursuant to a request by Health Care
Provider, protected health information maintained and created or received by
Business Associate, on behalf of the Practitioner. Business Associate further
agrees to complete such amendment within thirty (30) days of a written
request by Health Care Provider, and to make such amendment as directed
by Health Care Provider.
13) In the event Business Associate fails to perform the obligations under this
Agreement, Health Care Provider may, at its option:
a) Require Business Associate to submit to a plan of compliance,
including monitoring by Health Care Provider and reporting by
Business Associate, as Health Care Provider, in its sole discretion,
determines necessary to maintain compliance with this Agreement
and applicable law. Such plan shall be incorporated into this
Agreement by amendment hereto: and
b) Require Business Associate to mitigate any loss occasioned by the
unauthorized disclosure or use of protected health information.
c) Immediately discontinue providing protected health information to
Business Associate with or without written notice to Business
14) Health Care Provider may immediately terminate this Agreement and
related agreements if Health Care Provider determines that Business
Associate has breached a material term of this Agreement. Alternatively,
Health Care Provider may choose to (i) provide Business Associate with ten
(10) days written notice of the existence of an alleged material breach; and (ii)
afford Business Associate an opportunity to cure said alleged material breach
to the satisfaction of Health Care Provider within (10) days. Business
Associate’s failure to cure shall be grounds for immediate termination of this
agreement. Health Care Provider’s remedies under this Agreement are
cumulative, and the exercise of any remedy shall not preclude the exercise of
15) Upon termination of this Agreement, Prime Clinical Systems shall return or
destroy all protected health information received from Health Care Provider,
or created or received by Business Associate on behalf of Health care
Provider and that Business Associate maintains in any form, and shall retain
no copies of such information. If the parties mutually agree that return or
destruction of protected health information is not feasible, Business Associate
shall continue to maintain the security and privacy of such protected health
information in a manner consistent with the obligations of this Agreement
and as required by applicable law, and shall limit further use of the
information to those purposes that make the return or destruction of the
information infeasible. The duties hereunder to maintain the security and
privacy of protected health information shall survive the discontinuance of
16) Health Care Provider may amend this Agreement by providing ten (10) days
prior written notice to Business Associate in order to maintain compliance
with California State or Federal law. Such amendment shall be binding upon
Business Associate at the end of the ten (10) day period and shall not require
the consent of Business Associate Business Associate may elect to
discontinue the Agreement within the ten (10) day period, but Business
Associate duties hereunder to maintain the security and privacy of
PROTECTED HEALTH INFORMATION shall survive such discontinuance.
Health Care Provider and Business Associate may otherwise amend this
Agreement by mutual written agreement.
17) Business Associate shall, to the fullest extent permitted by law, protect,
defend, indemnify and hold harmless Health Care Provider and his/her
respective employees, directors, and agents (“Indemnities”) from and against
any and all losses, costs, claims, penalties, fines, demands, liabilities, legal
actions, judgments, and expenses of every kind (including reasonable
attorneys fees, including at trial and on appeal) asserted or imposed against
any Indemnities arising out of the acts or omissions of Business Associate or
any of Business Associate’s employees, directors, or agents related to the
performance or nonperformance of this Agreement.
(“Health Care Provider”) Date
Business Associate Date
North Canyon Management, LLC