Terms and Conditions

THIS SERVICE AGREEMENT (the “Agreement”) is entered into as of the “Effective Date” above by and between the Subscriber listed above (“SUBSCRIBER”), and ACT Physician Group, P. A., a Texas professional association that conducts a professional medical practice, including urgent care services, at various locations in and around Amarillo, Texas, known as the Care Today Clinics (“CARE TODAY”). 

In consideration of the representations, covenants and agreements contained in this Agreement and the attached Exhibits, SUBSCRIBER and CARE TODAY agree as follows:

1.     Services.

1.1.   CARE TODAY will provide the standard medical services (“Standard Services”) set forth on Exhibit “A” attached hereto to the SUBSCRIBER and his/her family members designated above (SUBSCRIBER and listed family members referred to collectively as “Covered Persons”) for a fixed price each month as set forth in the above table of “Monthly Base Fees.”  SUBSCRIBER will provide information regarding Covered Persons on the Enrollment Form provided by CARE TODAY.

1.2.   CARE TODAY will also provide additional medical services (“Additional Services”) to Covered Persons at CARE TODAY’s usual charge for such services. Additional Services shall include any services provided by CARE TODAY not included in Exhibit “A” attached hereto.  CARE TODAY shall have sole discretion to determine whether specific services are Standard Services or Additional Services.  CARE TODAY shall also have the right to add new services, from time to time, to the Standard Services or Additional Services.

2.     Term.

2.1.   The initial term of this Agreement will be for one year from the Effective Date.

2.2.   At least ninety (90) days before the end of the then current term, CARE TODAY will provide to SUBSCRIBER the monthly base fee for the selected plan for the Standard Services to be provided under this Agreement for the next year.  This Agreement will automatically renew for a successive additional one year term, at such new monthly fees, unless either party gives the other written notice at least sixty (60) days before the end of the then current term.

2.3.   Notwithstanding the foregoing and except as provided in Paragraph 3.4 below, this Agreement can be terminated at any time on written notice for cause consisting of a material breach of a term or condition hereof which is not corrected within forty-five (45) days of receipt of a written notice describing the breach in reasonable detail.  This Agreement may also be terminated on written notice in the event CARE TODAY becomes legally unable to provide the services contemplated herein.

3.     Fees.

3.1.   Upon execution of this Agreement, SUBSCRIBER agrees to pay CARE TODAY a monthly base fee for each Covered Person, which amount will be adjusted yearly, for providing the Standard Services to Covered Persons of SUBSCRIBER (the “Base Fee”).  CARE TODAY agrees to begin providing such Standard Services to Covered Persons on the first business day of the month following the date of execution of this Agreement. 

3.2.   On or before the first business day of each subsequent month during the term of this Agreement, SUBSCRIBER agrees to pay CARE TODAY the Base Fee for each Covered Person. SUBSCRIBER hereby authorizes CARE TODAY to process payment by Credit Card or Bank Draft, as authorized above, and SUBSCRIBER shall execute such additional documents as may be requested by CARE TODAY to approve and implement such form of payment.

3.3.   Unless otherwise agreed by SUBSCRIBER, all charges for Additional Services will be the responsibility of SUBSCRIBER and/or Covered Person.  Payment for such Additional Services shall be made at the time of the rendition of such services.

3.4.   Notwithstanding anything to the contrary in this Agreement, CARE TODAY will have the right to terminate this Agreement immediately if SUBSCRIBER defaults on its payment obligations of any amounts due under this Paragraph 3 and such payment default is not cured within ten (10) days after CARE TODAY delivers written notice of such default to SUBSCRIBER.

3.5.   The parties acknowledge and agree that CARE TODAY will not bill any health plan, federal health care program or other payor for any Standard Services provided hereunder and included in the Base Fee.

4.     Patient Privacy.

5.1  CARE TODAY will protect the privacy and confidentiality of all patient information, in accordance with applicable federal and state law and CARE TODAY’S Notice of Patient Privacy Practices, a copy of which has been provided to SUBSCRIBER.

5.     Termination Procedures.

5.1.   In the event this Agreement is terminated, for whatever reason, or expires, CARE TODAY will continue to provide services under this Agreement for the period of time for which SUBSCRIBER has made actual payment pursuant to Paragraph 3 above.

5.2.   Except for the foregoing or for such other matters as the parties may agree to in writing, after the effective date of termination, CARE TODAY shall have no further obligations to provide services to Covered Persons under this Agreement.

6.     Notice.

6.1.   Any notices, payments, demands or communications required or permitted to be given by the provisions of this Agreement will be effective on the date when deposited in postage prepaid, certified or registered mail, return receipt requested at the following addresses:  (1) If to SUBSCRIBER, then the SUBSCRIBER’S address from Page 1 of this Contract.  (2) If to CARE TODAY, then 7118 I-40 West Bldg D, STE 500, Amarillo, TX  79106.

7.     Disputes.

7.1.   ALL PARTIES TO THIS AGREEMENT AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR CONCERNING THIS AGREEMENT, BREACH OF THIS AGREEMENT OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, SHALL BE SUBMITTED TO AND SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION.

7.2.   The arbitration proceeding shall be conducted by a single arbitrator and shall be governed by the then current Commercial Rules of the American Arbitration Association (“AAA”) and, to the extent not inconsistent with such Commercial Rules, by the terms of the Federal Arbitration Act (9 U.S.C. §1, et seq.).  The parties agree that this Agreement relates to interstate commerce and that the Federal Arbitration Act applies to this Agreement.  If, for some reason, it is determined that the Federal Arbitration Act does not apply to this Agreement, then the Texas Arbitration Act (Texas Civil Practices & Remedies Code Sec. 171.001 et seq) shall apply..  Notwithstanding the foregoing, the parties ADOPT the AAA Commercial Rules EXCEPT to the extent indicated below or expressly set forth elsewhere in this Agreement:

7.2.1.  Rule R-7(a) is not adopted.  Instead, the parties stipulate and agree that the AAA has jurisdiction over any disputes that arise between them under this Agreement.  Neither the AAA nor the arbitrator has the authority to declare that this Agreement is not subject to arbitration.  Neither the AAA nor the arbitrator may suspend, abate or delay arbitration under this Agreement in the absence of an order of a court of competent jurisdiction expressly requiring the suspension, abatement or delay of arbitration under this Agreement.  Any party seeking an order from a court of competent jurisdiction for the suspension, abatement or delay of arbitration under this Agreement will be liable for all costs, including attorneys’ fees, incurred by the other party in connection with any such court proceeding, regardless of the outcome of such court proceeding.

7.2.2.  Rule R-7(b) is not adopted.  Instead, the parties stipulate that a contract exists between them and that such contract is subject to arbitration as the exclusive remedy.

7.2.3.  Rule R-7(c) is not adopted.  Instead, the parties waive any objections to the jurisdiction of the arbitrator or the arbitrability of any claims or counterclaims arising under this Agreement.

7.2.4.  Rule R-10 is not adopted.  Instead, the parties agree that the locale fixed herein may not be changed without the express written agreement of all parties.

7.2.5.  Rule 11(a).  Rule 11(a) is adopted except to the extent that such Rule permits the AAA to vary the number of names submitted from the National Roster.  The AAA must submit at least 5 names from the National Roster.

7.2.6.  Rule R-11(c) is not adopted.

7.2.7.  Rule R-15 is adopted except that the parties agree that the AAA has no discretion to alter the number of arbitrators except by express written agreement of the parties.

7.2.8.  Rule R-22 is adopted except to the extent that such Rule permits the arbitrator to alter the locale of the hearing.  The arbitrator has no authority to alter the locale of the hearing without the express written consent of the parties.

7.2.9.  The AAA shall have no power whatsoever to alter the terms of this Agreement

7.2.10.    The arbitrator shall be chosen from a panel of persons knowledgeable in commercial disputes relating to the provision of, and coverage and payment for, medical services. The power and office of the arbitrator shall arise wholly and solely from this Agreement, the Commercial Rules and the Federal Arbitration Act, or the Texas Arbitration Act, if it has been determined pursuant to Section 7.2 that the Federal Arbitration Act does not apply.

7.2.11.    THE ARBITRATION SHALL BE CONDUCTED IN AMARILLO, POTTER COUNTY, TEXAS.  The AAA is without authority to alter the locale of the arbitration without the express written consent of all parties.

7.2.12.    The arbitrator shall deliver a final award within sixty (60) days after the record of such arbitration is declared to be closed, which shall be no longer than thirty (30) days following an evidentiary hearing, if one is held, or the date of submission of the matter to the arbitrator on briefs, if the parties agree in writing to waive an evidentiary hearing.

7.2.13.    The award of the arbitrator so rendered shall be final and binding, except to the extent that any arbitration award may be modified or vacated pursuant to Texas law.  The award so rendered may be confirmed, modified or vacated only in a court of appropriate jurisdiction in Amarillo, Potter County, Texas.  After delivery of the award, the arbitrator shall have no further jurisdiction or power except to correct the award as permitted by Rule R-46 of the AAA Commercial Rules.

7.2.14.    This agreement shall be interpreted and construed in accordance with the laws of the State of Texas.  In any litigation in connection with or to enforce this Agreement, the parties irrevocably consent to and confer personal jurisdiction in the courts of the State of Texas or the United States District Court for the Northern District of Texas, Amarillo Division.

8.     Miscellaneous.

8.1.   This Agreement contains the entire agreement of the parties relative to the services to be provided to SUBSCRIBER and Covered Persons, and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied in this Agreement will be of any force or effect.

8.2.   This Agreement specifically supersedes any prior written or oral agreements between the parties relating to the provisions of the services.

8.3.   This Agreement is binding upon, and inures to the benefit of, and is enforceable by CARE TODAY, SUBSCRIBER and their respective legal representatives, assigns and successors in interest, subject to Paragraph 8.4 below.

8.4.   Neither party may assign this Agreement without the prior written consent of the other party, provided that this Agreement will be deemed assigned to, and will be binding upon, the survivor in any merger or business combination involving CARE TODAY or the purchaser of all or substantially all of the assets of CARE TODAY.

8.5.   Any amendments or changes in this Agreement will be in writing and will not be effective until executed or signed by both parties.

8.6.   CARE TODAY and SUBSCRIBER acknowledge that they each have the full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. 

Exhibit “A” – Standard Services