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(800) 778-4640 SterlingCarePlan.

com

Revised: 5/12/2014 CDA

2014 SterlingCare


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Service and License Agreement

This SterlingCare Service and License Agreement (Agreement), effective as of the _________ day of __________________,

________, is executed by and between SterlingCare, LLC (SterlingCare) and ________________________(Client).

Whereas Client wishes to offer Client Initiated Payment Plans (CIPPs) to Clients Patients and thereby provide Clients
Patients with more choices to pay for services and treatments offered by Client.

Whereas SterlingCare is prepared to offer Client administrative services to better enable Client to provide such financing
options.

SterlingCare and Client enter into this service and licensing Agreement in order to facilitate the provision of such
administrative services by SterlingCare to Client.

The specific scope of work and related fees are more fully described in Schedule A: Services and Fees (Schedule A). The
uses and limitations of the license granted are more fully described in Schedule B: Uses and Limitations of License (Schedule
B). Both Schedule A and Schedule B are attached hereto and incorporated herein by reference.

Now, therefore, it is agreed between the parties as follows:

1. Responsibilities of SterlingCare
a. SterlingCare shall represent that it is a validly existing business entity, in good standing under the laws of the
jurisdiction in which it operates, and has full power and authority to enter into this Agreement. SterlingCare further
represents and warrants that the party executing this Agreement on behalf of SterlingCare is duly authorized to do
so, and the execution, delivery and performance of this Agreement do not constitute an event of default under any
Agreement to which SterlingCare is now or may hereafter become a party.
b. SterlingCare shall provide at its place of business the necessary equipment, personnel, reports, and materials to
perform the duties outlined in this Agreement.
c. SterlingCare shall assist and instruct Client's employees as required for the successful performance of the duties
outlined in this Agreement.
d. SterlingCare shall expend due and reasonable effort while conducting business with integrity in accordance with
professional and ethical principles in the performance of the duties outlined in this Agreement.

2. Responsibilities of Client
a. Client shall represent that it is a validly existing business entity, in good standing under the laws of the jurisdiction in
which it operates, and has full power and authority to enter into this Agreement. Client further represents and
warrants that the party executing this Agreement on behalf of Client is duly authorized to do so, and the execution,
delivery and performance of this Agreement do not constitute a breach of Articles of Certificate of Incorporation or By-
Laws, nor will the execution, delivery and performance of this Agreement constitute an event of default under any
Agreement to which Client is now or may hereafter become a party.
b. Client shall provide at its place of business the necessary equipment, personnel, materials, computer access and
programming, reports, records, and cooperation necessary to perform the duties outlined in this Agreement.
c. Client shall make appropriate Client employees available for periodic in-service training by SterlingCare employees
at mutually agreed upon times at Client's place of business. Further, make appropriate employees accessible to
SterlingCare by telephone during regular business hours to facilitate the successful performance of the duties of this
Agreement.
d. Client shall expend due and reasonable effort while conducting business with integrity in accordance with
professional and ethical principles to facilitate the performance of the duties outlined in this Agreement.

3. Indemnification
SterlingCare agrees to indemnify and to hold Client, its agents and employees harmless from and against any and
all claims, counterclaims, liabilities, losses, damages, court costs, attorney's fees, and other expenses arising solely
from the duties outlined in this Agreement performed by SterlingCare, except for claims arising out of acts or
omissions of Client, its agents or employees. Client agrees to indemnify and hold SterlingCare, its agents and
employees harmless from and against any and all claims, counterclaims, liabilities, losses, damages, court costs,
attorney's fees, and other expenses arising from claims of malpractice, over billing, billing errors, the acts or
omissions of healthcare professionals, technicians, Clients agents or employees, except for claims arising out of acts
or omissions of SterlingCare, its agents, or employees.

(800) 778-4640 SterlingCarePlan.com

Revised: 5/12/2014 CDA

2014 SterlingCare


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4. Patient
Patients are those individuals who receive services or have agreed to accept financial responsibility for others who
receive services from Client in the normal course of Clients business. Client shall be responsible for all services,
clinical or otherwise, provided to Patients. SterlingCare shall have no relationship or communication with any
Patient with regard to services provided by Client except as explicitly described in this Agreement.

5. Patient Confidentiality
SterlingCare shall comply with any and all local, state or federal laws and regulations regarding confidentiality and
will not disclose any information relating to a Patient without prior written permission from Client or the Patient or the
parent or guardian of a minor Patient.

6. Prohibition Against Discrimination
Neither Client nor SterlingCare shall discriminate against any person because of race, color, religion, sex, marital
status, national origin or age, physical or mental disability, medical condition, or veteran's status as provided by law.

7. Destruction of Facilities
In the event SterlingCares facilities shall be partially damaged or destroyed by fire, earthquake, or other
catastrophe, and such damage is sufficient to render the facilities untenantable even though not entirely or
substantially destroyed, this Agreement shall be suspended until such time as SterlingCare determines that the
premises or the facilities shall again be tenantable.

8. Term and Termination
This Agreement shall become effective upon execution of this Agreement and shall continue in full force and effect
unless and until terminated under any one of the following provisions:
a. Cancellation:
It is understood and agreed that either party shall have the right to cancel this Agreement, without penalty or cause,
by giving no less than ninety (90) days written notice to the other party.
b. Material Breach
Either party shall have the right to terminate this Agreement in the event of the other party's material breach hereof;
provided, however, the termination of this Agreement will not become effective unless and until the party allegedly in
default has received from the other party written notice of breach, which notice shall state the general nature of said
breach, and the party allegedly in default shall thereafter have a period of ten (10) days following the receipt of said
notice in which to remedy said breach to the reasonable satisfaction of the other party.

9. Notices
All notices or demands hereunder shall be in writing and shall be deemed delivered if personally delivered or sent by
registered mail, postage prepaid as follows:

If to SterlingCare LLC:
2865 East Coast Highway, Suite 320
Corona Del Mar, CA 92625
Phone: 800.778.4640 Fax: 888.778.8604

If to Client:

___________________________________________
(Client Name)

___________________________________________
(Street address)

_____________________, _________ ___________
(City) (State) (Zip)

_____________________ _____________________
(Phone) (Fax)
(800) 778-4640 SterlingCarePlan.com

Revised: 5/12/2014 CDA

2014 SterlingCare


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10. Entire Agreement
This Agreement constitutes the entire Agreement between the parties pertaining to the subject contained in it and
supersedes all prior and contemporaneous Agreements, and no other representations or understandings of the
parties shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver.

11. Non-Assignment
This is an Agreement for personal service, and no rights or obligations hereunder may be assigned, transferred or set
over unto any other person, firm or corporation without the express written approval of Client and SterlingCare.

12. Amendment
This Agreement may not be amended except in writing signed by the authorized representatives of both parties.

13. Severability
Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision. In the event any provision of this Agreement is deemed
invalid or unenforceable under applicable laws, all other provisions of this Agreement shall remain in full force and
effect.

14. Governing Laws
This Agreement shall be governed by the laws of the State of California. The parties further agree that the court of
jurisdiction shall be in Orange County, California.

15. Acceptance of Terms

Executed this _________ day of _________________, _______ at Orange County, California



Client


SterlingCare LLC



Authorized Signature



Authorized Signature


Name



Name


Title


Title

16. Email Address

Please provide an email address and contact name you wish to use as you primary login to the client portal. Your
credentials will be sent to this email address to gain access to the SterlingCare secured portal.



Email Address



Primary Contact Name
(800) 778-4640 SterlingCarePlan.com

Revised: 5/12/2014 CDA

2014 SterlingCare


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Schedule A: Services and Fees
Services:
SterlingCare shall provide Client with tools and training needed to assist Client in establishing, overseeing and supporting
legal compliance with regard to CIPPs (Client Initiated Payment Plans). Client shall be responsible for all credit decisions
including, but not limited to, whom to offer payment plans to; at what interest rate to offer payment plans at; the term of any
payment plan arrangement; and the total amount of each payment plan. Client shall also retain responsibility for legal
compliance with regards to Clients business practices and those of Clients employees, independent contractors, or
consultants in accordance with any and all appropriate local, state, or federal jurisdictions.
SterlingCare shall provide decision support tools to assist client in Clients decision to offer, or not offer, a CIPP to a
particular Patient. These may include credit information obtained with the authorization of the Patient, information as to the
practices of other participating clients as they have authorized the release of such information, and the collective experience of
participating clients, summarized in the aggregate (Client specific information shall be held in confidence unless the release of
such has been explicitly authorized by Client) compared to the experience of Client. Credit information, if provided, will be
done so through a third party reporting agency. Client will be required to agree to such terms and conditions as may be
required by the third party reporting agency as they exist and are amended from time to time. Non-compliance with such
terms and conditions will constitute a Material Breach of this Agreement.
SterlingCare shall provide Client with administrative services for the collection, accounting, reconciliation, and reporting of
CIPPs. Such collection services shall be for accounts that are in Good Standing, meaning that they have no payments that are
overdue.
SterlingCare shall offer either directly or through a third party collection services for accounts that are not in Good Standing.
Such services shall be offered on an as available basis and may be subject to additional fees.

Fees: (subject to change with 90-day notice)
Enrollment Fee (one time): $99.00

Payment Plan Set-Up Fee (for each CIPP): $25.00 (CDA Special: First 6 Payment Plans free)

Banking Fees: Pass Through
Bank and credit card companies charge various fees for their products and services. These fees can change often
and vary between companies. SterlingCare will use reasonable efforts to establish relationships with its various
processing providers to minimize these fees for the benefit of the Client.

SterlingCare Service Fee:
- Up to $25,000 in monthly Net Collected Funds: 1.95%
- From $25,001 to $50,000 in monthly Net Collected Funds: 1.45%
- Above $50,000 in monthly Net Collected Funds 0.95%
Net Collected Funds are the total of all monies collected from the Patient on behalf of the Client less any applicable
Banking Fees.

Change Fee: $5.00 per change request
Once a CIPP has been established requests for changes to the CIPP such as, but not limited to, payment account
changes, balance adjustments and cancelations, that require administrative changes by SterlingCare personnel will
be charged a Change Fee.

Schedule B: Uses and Limitations of License
License:
The SterlingCare brand is a registered trademark of SterlingCare. SterlingCare grants Client a limited license to utilize
the name SterlingCare and any associated logo or trademark on informational and marketing materials presented to
Patients when used solely for the purpose of offering CIPPs to Patients and when such CIPPs are to be administered by
SterlingCare in accordance with this Agreement.

SterlingCare grants Client a limited license to utilize the web domains, software, forms, policies, and business practices
provided by SterlingCare when used in connection with offering CIPPs and when such CIPPs are to be administered by
SterlingCare in accordance with this Agreement. SterlingCare grants no license, nor shall it provide any authorization for
the use of any SterlingCare property except as specifically granted herein. Any license or authorization shall terminate
immediately upon the termination of this Agreement, regardless of cause. Upon termination of this Agreement, regardless of
cause, Client shall either return or destroy, at the discretion of SterlingCare, all materials provided by SterlingCare and
certify to SterlingCare that it has done so. In addition Client shall discontinue using and destroy any materials that are in
Clients possession that contain or reference any licensed property of SterlingCare. Any use of any licensed property of
SterlingCare other than that authorized and intended within this Agreement, at the sole discretion of SterlingCare, will be
considered a Material Breach of the Agreement.