MIPS Consulting Services Agreement

This Consulting Services Agreement is between Anatomy IT, LLC, a New York limited liability company (“Anatomy”) and the Customer set forth on the applicable Order and, together with the Order, related Statement(s) of Work, and the Business Associate Agreement (“BAA”) linked in the Order (as the same may be amended, collectively, the “Agreement”). This Agreement is effective on the date Client signs the related Order or Statement of Work (collectively the “Order”), and together with the Order and BAA, constitutes the entire agreement between the parties and the terms to which the parties agree to be bound. Customer is a medical practice desiring to engage Anatomy to provide consulting services to the Customer set forth in the Agreement, upon the terms and conditions set forth therein and herein.

1. Statement of Work: The Customer engages Anatomy to provide specialized services to the best of its skill and ability, on an as needed basis. Anatomy agrees to devote adequate time, skill, energy, and ability to their performance of all their services on behalf of the Customer and the fulfillment of all duties under this Agreement. Anatomy will make reasonable efforts to be available to the Customer to provide such services.

2. Term: This Agreement shall commence on the date set forth in the Order and shall continue in full force and effect unless and until terminated in accordance with the provisions of Order or this Agreement.

3. Confidentiality of Customer Information: The parties acknowledge and agree that all non-public information, methods, processes, and other information relating to their respective businesses constitutes confidential information. Neither party will use or disclose the Confidential Information of the other party to any person or entity except in furtherance of this Agreement or as required by law. Confidential Information does not include information about a party which is publicly known and made generally available through no wrongful act of the other party. Anatomy further agrees that Confidential Information disclosed under this Agreement shall remain the property of the disclosing party. Anatomy agrees to forward all Confidential Information used in any assignment to the Customer within forty-five (45) days of the completion of such assignment.

4. Patient Information: Health Insurance and Portability Act of 1996 (“HIPAA”) and the HIPAA Privacy Rule (45 CFR Parts 160 and 164) as amended by the Americans Reinvestment and Recovery Act required Covered Entities and their Business Associates to safeguard certain Protected Health Information (PHI) related to a person’s healthcare. During the conduct of Anatomy’s services for the Customer, Anatomy may encounter or be provided PHI. The parties agree to the terms of the Business Associate Agreement linked in the Order, and Customer’s execution of the Order constitutes acceptance of the Business Associate Agreement for any Customer engagement that Anatomy may be assigned.

5. Exclusions. Notwithstanding any other provision of this Agreement, Anatomy expressly disclaims responsibility for the following errors, irregularities, violations of law, or breaches of contract, or for any costs, expenses, fines and penalties that may result in connection with transcribing or coding errors by Customer or Customer's providers:

  1. Inaccuracies, whether deliberate or unintended, in Customer's or Customer's providers' billings.
  2. Improper, missing or insufficient documentation by Customer or Customer's providers for the services billed.
  3. Coding errors in Customer's or Customer's providers' records with respect to patients or procedures.
  4. False or fraudulent claims or documentation submitted to any governmental program or third-party payor by Customer, Customer's providers, or its agents, or any provider affiliated with Customer.
  5. Overcharges submitted by Customer or its providers or its agents for services that were performed.
  6. Submission of bills by Customer, Customer's providers or its agents, or billing for services that were not provided.
  7. Any other inappropriate billing practice that either predate this Agreement or are not under the direct control of Anatomy’s personnel performing Services for Customer, and its providers.

6. Representations and Warranties: Anatomy represents and warrants that it has full power and authority to undertake the obligations set forth in this Agreement. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Each party acknowledges that it has not relied upon any representation or warranty made by the other party or any other person or such person’s behalf except as specifically provided in the Agreement.

7. Limitation of Liability. Notwithstanding, anything to the contrary contained in this Agreement, in no event shall either party be liable to the other for any indirect, incidental, consequential, exemplary, special and/or punitive damages, expenses, or lost profits (even if advised of the possibility of such damages) arising out of or in connection with the work performed under this Agreement, regardless of the form or action, whether in contract, tort, strict liability, statutory liability, or otherwise. The parties agree that the total cumulative liability of each party to the other party (including incidental, indirect, special, consequential and punitive damages) will not exceed the total amount of all fees paid to Anatomy by Customer for the Performance Year immediately preceding the event giving rise to such liability.

8. Indemnification. Customer agrees to defend, indemnify, and hold Anatomy harmless from and against all liabilities, costs and expenses incurred in connection with any third-party claim, action, or proceeding related to the Services.

9. Compensation. The Customer shall compensate Anatomy based on the fees outlined in the Order. Unless specified differently in the Order, invoices are due upon receipt. Invoices not paid within thirty (30) days of the due date will accrue late interest at the rate of one and one-half percent (1.5%) per month until paid in full.

10. Non-Solicitation. The Customer agrees that Anatomy has invested significant time, resources, and expenses to recruit and train its Service providers. Therefore, Customer may not, during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, solicit, contract with, engage, or employ any individual who was employed or engaged by Anatomy during the term of this Agreement. Additionally, Customer may not employ or engage any such individual within one (1) year following any such person’s termination of their employment or engagement with Anatomy.

11. Termination. Either party may terminate an Order at any time if the other party materially breaches any provision of this Agreement that is incapable of cure, or if capable of cure, has not been cured within thirty (30) days after such party’s receipt of a detailed written notice of such breach. In the event of such termination:

  1. The Customer shall pay Anatomy all amounts that are due and payable to Anatomy as of the date of termination.
  2. Anatomy will promptly return to the Customer all records, accounts, or other Confidential information of the Customer in Anatomy’s possession or control.
  3. The provisions of Sections 3 through 8 and 9 hereof shall survive termination and remain in full force and effect as binding obligations of the parties.

12. Miscellaneous Provisions.

  1. This Agreement may only be amended in writing signed by both the Customer and Anatomy.
  2. If any provision, Section or subsection of this Agreement shall be held invalid in a Court of Law, the remaining provisions shall be construed as if the invalid provision were not included in this agreement.
  3. This Agreement represents the entire agreement between the parties hereto and no oral agreement, statement or representation shall alter its provisions.
  4. The waiver by either party of a breach of any provision of the Agreement shall not operate as a waiver of any subsequent breach thereof.
  5. Every notice, demand and other communication required or permitted hereunder shall be in writing and shall be sent by certified mail, return receipt requested to the addresses set forth on the Order.
  6. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflicts of law principles, and each party irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Westchester County, New York.