MASTER AGREEMENT

This Master Agreement (“Master Agreement”) is made and entered into aby and between EHRMedBilling LLC, a Michigan limited liability company with offices located at 3297 Orchard Lake Road, Suite 106, Keego Harbor, MI 48320 (“EMB”), and its Customers may be referred to herein as a “Party” or collectively as the “Parties.”

Recitals

WHEREAS, EMB and Customer have entered into one or more agreements, each of which is attached hereto as Attachments A, B and/or C, and any other future agreements, addenda, or order forms into which the Parties may enter pursuant to which EMB will provide certain services to Customer (each, an “Agreement”); and

WHEREAS, the Parties desire to enter into this Master Agreement, as may be updated from time to time, to set forth the terms and conditions that will govern EMB’s provision of the services to Customer under each fully executed Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, upon the general terms and subject to the conditions set forth in this Master Agreement and intending to be legally bound, the Parties hereto agree as follows:

 

1. Incorporation of Recitals. The Parties agree that the foregoing recitals are true and correct and are incorporated herein by this reference.

 

1. Services/Fees.

 

1. Services. EMB will provide the Services and /or Products to Customer as set forth in each individual Agreement. Customer specifically understands and agrees that EMB utilizes the Aprima system in connection with many of its Agreements, and, if applicable, Customer agrees to, shall be bound by and shall comply with that the Terms and Conditions  (https://emds.com/ehr) (the “T&Cs”), which are attached hereto as Exhibit A, and incorporated herein by this reference. If any provision of an Agreement or the T&Cs conflict with any provision of this Master Agreement, this Master Agreement shall prevail, it being the understanding of the Parties that the provisions of the Agreement(s) and the T&Cs are meant to be read together with this Master Agreement, as may be updated from time to time, to give effect to all provisions contained herein and therein to the greatest extent possible.

 

1. Fees. Unless otherwise set forth in an Agreement, all amounts due to EMB under any Agreement shall be paid electronically and within 30 days of the date of EMB’s invoice for the same. Any amounts not paid within 30 days will be subject to interest at the lesser rate of 1.5% per month or the greatest amount permitted under applicable law, which interest will be immediately due and payable. If Customer's account is 30 days or more overdue, in addition to any of its other rights or remedies available to it at law or in equity, EMB reserves the right to suspend the EMB Services provided to Customer, without liability to the Customer, until such amounts are paid in full. 

 

1.  Taxes. All amounts and fees stated or referred to in any Agreement are exclusive of federal, state, dominion, provincial, or local sales, use, personal property, excise or other taxes, fees, duties, levies, tariffs, and other governmental charges (including, without limitation, withholding and VAT) (collectively, “Taxes”). Customer shall pay or reimburse EMB for all Taxes arising from, related to, or in connection with each such Agreement or the transactions contemplated by such Agreement (other than Taxes on the net income of EMB). The Parties shall reasonably cooperate to more accurately determine each Party’s tax liability and to minimize such liability, to the extent legally permissible. When EMB has the legal obligation to pay or collect any such Taxes the appropriate amount shall be invoiced to Customer and timely paid by Customer, unless Customer provides EMB with a valid tax or other exemption certificate issued or authorized by the appropriate authority within a time frame allowed under applicable law or provides EMB such other legally appropriate evidence requested by EMB to establish such exemption. 

 

 

 

1. Confidentiality.

 

1. Confidential Information. Each Party recognizes and acknowledges that, by virtue of entering into this Master Agreement and any Agreement and performing their respective obligations hereunder, each Party may receive certain information of the other Party that is confidential and constitutes proprietary, valuable, special and unique property of the other Party. For the purposes of this Agreement, the term “Confidential Information” means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents and information). Each Party's Confidential Information shall be held confidential by the receiving Party. While EMB will use its best efforts to maintain the confidentiality of information provided to it by Customer, Customer must designate all Confidential Information as "Confidential," "Proprietary" or some similar designation and Customer information that is communicated orally to EMB will be considered Confidential Information only if such information is confirmed in writing as being Confidential Information by Customer within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing Party by third parties. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction, directly or indirectly, of the receiving Party or its employees, contractors or agents; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as evidenced by the receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as evidenced by documents and other competent evidence in the receiving Party’s possession, or (vi) is considered “Protected Health Information” as such term is defined in Section 7 of this Master Agreement (it being understood that Protected Heath Information (as hereinafter defined) will be subject to the terms of a Business Associate Agreement entered into between the Parties). 

 

1. Non-Use and Non-Disclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees, except to such Party’s financial personnel, attorneys, and those employees of the receiving Party with a need to know, as determined by the receiving Party. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Notwithstanding the foregoing, a receiving Party may disclose such Confidential Information to the extent it is required by law to be disclosed by the receiving Party; provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. 

 

1. Copies. Except as expressly permitted otherwise in this Master Agreement or any Agreement, neither Party shall make any copies of the Confidential Information of the other Party unless reasonably necessary to exercise its rights and perform its obligations under this Agreement. 

 

1. Remedies. Each Party agrees that any violation or threatened violation of this Section may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies. 

 

1. Survival. The provisions of this Section shall survive the expiration or termination of this Master Agreement and/or any Agreement, regardless of the cause of such termination.

 

1. Legal Event; Consequences. Notwithstanding any other provision of this Agreement, if the governmental agencies that administer Medicare, Medicaid or other federally or state funded programs (or their representatives or agents), or any other federal, state or local governmental or nongovernmental agency, or any court or administrative tribunal passes, issues or promulgates any law, rule, regulation, standard, interpretation, order, opinion, decision or judgment, including but not limited to those relating to any regulations pursuant to state or federal anti-kickback or self-referral statutes (collectively or individually, a “Legal Event”), which, in the good faith judgment of one Party (the “Noticing Party”), materially and adversely affects either Party’s licensure, accreditation, certification, or ability to refer, to accept any referral, to bill, to claim, to present a bill or claim, or to receive payment or reimbursement from any federal, state or local governmental or nongovernmental payer, or which subjects the Noticing Party to a risk of prosecution or penalty, or if in the reasonable opinion of counsel to either Party any term or provision of this Agreement could trigger a Legal Event, then the Noticing Party may give the other Party notice of intent to amend or terminate this Agreement in accordance with this Section.

 

1. Notice Requirements. The Noticing Party shall give notice to the other Party setting forth the following information: (a) The Legal Event(s) giving rise to the notice; (b) The potential consequences of the Legal Event(s) as to the Noticing Party; (c) The Noticing Party’s intention to either: (i) Terminate this Agreement; or (ii) Amend this Agreement, together with a statement that the purpose thereof is one or more of the following: (A) to further comply with any anti-kickback or self-referral statutory provisions or rules or regulations created or affected by the Legal Event(s); and/or (B) to satisfy any licensure, accreditation or certification requirements created or affected by the Legal Event(s); and/or (C) to eliminate or minimize the risk of prosecution or penalty; (iii) The Noticing Party’s proposed amendment(s); and (iv) The Noticing Party’s request for commencement of the Renegotiation Period (as defined below).

 

1. Renegotiation Period; Termination. In the event of notice under Subsection 4(a) hereinabove, the Parties shall have twenty (20) days from the giving of such notice (“Renegotiation Period”) within which to attempt to amend this Agreement in accordance with the Noticing Party’s proposal (if any) or otherwise as the Parties may agree. If this Agreement is not so amended within the Renegotiation Period, this Agreement shall terminate as of midnight on the 20th day after said notice was given. Except as otherwise required by applicable law, any amounts owing to either Party hereunder shall be paid, on a pro rata basis, up to the date of such termination, and any obligation hereunder that is to continue beyond expiration or termination shall so continue pursuant to its terms. All opinions of counsel presented by the Noticing Party hereunder, and any corresponding opinions given by the other Party in response, shall be deemed confidential and given solely for purposes of renegotiation and settlement of a potential dispute, and shall not be deemed disclosed so as to waive any privileges otherwise applicable to said opinions.

 

1. Indemnification. To the fullest extent permitted by law, each Party (the “Indemnifying Party") agrees to defend, indemnify and save the other Party, its affiliates, parents and subsidiaries, and their respective shareholders, directors, officers, partners, members, managers, employees, contractors, agents, licensors, suppliers, successors and assigns (each, an “Party Entity” and collectively, the “Party Entities”) harmless from and against any and all liabilities, losses, damages, claims, judgments, actions, demands, awards, assessments and penalties (collectively, “Claims”), and all fees, expenses and costs incidental thereto (including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and other costs) from third-party claims, to the extent based upon, related to or arising out of, in whole or in part, the breach of this Master Agreement or any Agreement by the Indemnifying Party or any Party Entity, or a negligent act, error, omission or the willful misconduct of, the Indemnifying Party or any Party Entity or anyone acting under such Indemnifying Party’s direction or control or on its behalf in the course of its performance under this Master Agreement or any Agreement. Notwithstanding the foregoing or anything in the Master Agreement or any Agreement to the contrary, where EMB is the Indemnifying Party, EMB’s liability under this Section 5 shall be limited to an amount not exceeding the sum of the payments received by EMB under the applicable Agreement in the six (6) calendar months (or fewer number of months, if the Agreement has be in place for less than six (6) months) immediately preceding notice to EMB by Customer of the receipt of a threat of any Claims or a notice of the commencement or filing of any Claim against Customer.

 

Any Party entitled to indemnification under this Section (the “Indemnified Party”) shall, after receipt of a threat of any claim or a notice of the commencement or filing of any claim against such Indemnified Party, give timely notice thereof to the Indemnifying Party. Failure to give or delay in giving such notice shall not relieve the Indemnifying Party of any liability except to the extent that the defense of such claim is prejudiced thereby. The Indemnified Party shall allow the Indemnifying Party to have sole control of the defense and of all negotiations for settlement of such claim, except that no compromise or settlement thereof may be effected or committed unless (i) the Indemnified Party consents to the terms of the settlement; (ii) such settlement or compromise includes a full discharge and release of any and all liability for the Indemnified Party, (iii) such settlement or compromise does not involve any non-monetary, injunctive or other equitable relief entered against the Indemnified Party, does not require the Indemnified Party to do or to forbear from doing any act, and does not involve, require, or imply the admission of any wrongful act (whether civil or criminal) by the Indemnified Party, and (iv) is kept confidential pursuant to a confidentiality and non-disclosure agreement which shall be reasonably acceptable to the Indemnified Party. The Indemnified Party shall provide all reasonable assistance, at the Indemnifying Party’s request and expense, needed in the defense or negotiation for settlement of such claim. The Indemnified Party may also elect to participate in the defense of such claim at its own expense with counsel of its choice. The provisions of this Section shall survive the expiration or termination of this Master Agreement and/or any Agreement, regardless of the cause of such termination.

 

1. LIMITATION OF LIABILITY. CUSTOMER UNDERSTANDS AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EMB, ITS AFFILIATES, PARENTS, SUBSIDIARIES AND THEIR RESPECTIVE OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS LICENSORS, SUPPLIERS AND SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND INCLUDING LOSS OF PROFITS OR REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, COST OF COVER, PERSONAL INJURY, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS IN CONNECTION WITH, OR ARISING OUT OF, OR RELATED TO THE FURNISHING, PERFORMANCE OR USE OF EMB SERVICES AND/OR PRODUCTS WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR OTHERWISE EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER IN NO EVENT SHALL EMB’S LIABILITY FOR DAMAGES UNDER THIS MASTER AGREEMENT (INCLUDING THE T&Cs) OR ANY AGREEMENT EXCEED, IN ANY EVENT, THE FEES PAID BY CUSTOMER TO EMB UNDER THE APPLICABLE AGREEMENT WITHIN THE SIX (6) MONTH PERIOD PRIOR TO THE ASSERTION OF ANY SUCH CLAIM. THE PROVISIONS OF THIS SECTION ALLOCATES RISKS UNDER THIS MASTER AGREEMENT AND EACH AGREEMENT BETWEEN CUSTOMER AND EMB. EMB’S PRICING OF EMB SERVICES AND/OR PRODUCTS REFLECTS THIS ALLOCATION OF RISK AND LIMITATION OF LIABILITY. THE PROIVSIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS MASTER AGREEEMENT AND/OR ANY AGREEMENT, REGARDLESS OF THE CAUSE OF ANY SUCH TERMINATION.

 

1. DISCLAIMER OF WARRANTIES. EXCEPT AS MAY EXPRESSLY BE PROVIDED IN AN AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EMB, AND AFFILIATES, PARENTS, SUBSIDIARIES AND THEIR RESPECTIVE OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, SERVICE PROVIDERS AND LICENSORS, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AND MAKE NO WARRANTY IN CONNECTION WITH EMB’S SERVICESE AND/OR PRODUCTS, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, NON-INGRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS MASTER AGREEEMENT AND/OR ANY AGREEMENT, REGARDLESS OF THE CAUSE OF ANY SUCH TERMINATION. CUSTOMER ACKNOWLEGEDE THAT THIS DISCLAIMER IS IN ADDITION TO ANY DISCLAIMER CONTAINED IN AND T&Cs AND/OR ANY AGREEMENT.

 

1. Publicity. Customer may not use EMB's name, trademarks, trade names or other proprietary identifying symbols without the prior written approval of EMB, in its sole discretion. Customer may not issue any press release, promotional literature or public statement relating to this Master Agreement, any Agreement or any the services EMB provides to Customer except as may be approved in advance by EMB in writing.

 

1. Business Associate Agreement. It is likely that a Party may provide the other Party with “Protected Health Information” as such term is defined in the Health Insurance Portability and Accountability Act of 1996 (18 U.S.C. §§669, 1035, 1347 and 1518; 42 U.S.C. §1320d et seq.) as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and their respective implementing regulations, as any of the foregoing may be amended from time to time (collectively, “HIPAA”). In such event, the Parties shall enter into a Business Associate Agreement that complies with HIPAA (a “BAA”).

 

1. Non-Solicitation/Hire of Employees or Agents. Each Party agrees not to, without the prior written consent of the other Party, solicit, retain or hire, directly or indirectly, any agent or employee of the other Party during the Term of this Master Agreement and any Agreement and for a two-year period after the expiration or termination of this Master Agreement or any other Agreement, regardless of the reason for any termination. Each Party acknowledges and agrees that the other Party would suffer irreparable harm if either tried to solicit, hire or retain, directly or indirectly, the other Party’s employees or agents. The Parties acknowledge and agree that any violation of this Section will cause the other Party irreparable harm and damage and the Parties further acknowledge and agree that damages at law will be an insufficient remedy to the injured Party. Accordingly, both Parties understand and agree that each Party will be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provision of this Section, which injunctive relief will be in addition to any other rights or remedies available to such Party. This Section shall survive expiration or other termination of this Master Agreement or any Agreement, regardless of the cause of such termination.

 

1. Representations & Warranties. Each Party represents and warrants:

 

1. It is validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite corporate power and authority to enter into this Master Agreement and each Agreement.

2. It is duly licensed to transact its current business and in good standing in each jurisdiction in which the conduct of its business requires such licensure.

3. It has the right to enter into this Master Agreement and each Agreement and doing so will not violate the terms or provisions of any other agreement or contract to which it is a party. 

4. It will comply with the laws, rules and regulations applicable to it in connection with this Master Agreement and each Agreement.

 

1. Term and Termination. This Master Agreement may be terminated as follows:

 

1. Automatically upon the expiration or termination of all Agreements:

 

1. Immediately by EMB in its discretion upon the occurrence of any of the following:

   1. Whenever, for any reason, any required federal or State license or authority is revoked, suspended, or terminated, or restrictions are placed on the license by any licensing authority, or Customer is otherwise sanctioned by any licensing authority; 

 

1. Customer is barred from participating in, or otherwise sanctioned by, any government-sponsored or government-funded health care program;

 

1. Customer is convicted of a felony or crime involving moral turpitude;

 

1. Customer becomes insolvent or bankrupt, or files a voluntary petition in bankruptcy, or has filed for an involuntary petition for bankruptcy;

 

1. Customer commits a breach of a material covenant, commitment or obligation under this Master Agreement or any Agreement which is of such nature as not to admit of any readily realizable cure in the sole opinion of EMB, including, but not limited to, a breach of Customer’s representations, warranties and/or covenants or a violation(s) of any Federal, state, or local law or governmental regulation; or

 

1. Customer engages in any activity that, in the sole opinion of EMB, is detrimental to the reputation or business operations of EMB.

 

Customer understands and agrees that, notwithstanding the foregoing termination provisions, or the termination provisions contained in any Agreement, certain provisions contained in this Master Agreement, as may be updated from time to time, and in any of the Agreements will survive the termination or expiration of this Master Agreement and/or any Agreement, as applicable, and Customer shall be bound by and comply with all such surviving provisions.

 

1. Insurance. Customer agrees to carry general liability insurance, professional liability insurance and/or any other type of insurance (e.g., workers compensation) as EMB reasonably may require in amounts and from carriers acceptable to EMB, and agrees to provide EMB with proof of such insurance upon EMB’s request.

 

1. Force Majeure. Neither Party shall be liable of any delay or failure in performance due to Force Majeure, which includes without limitation, acts of God, earthquakes, labor disputes, riots, war, fire, pandemics, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties or other events which are beyond its reasonable control and are reasonably unforeseeable. Any delay beyond EMB’s reasonable control shall be excused and the period of performance extended as may be necessary to enable EMB to perform after the cause of delay has been removed. 

 

1. Independent Contractor Status. EMB shall act at all times under this Agreement as an independent contractor and not an employee of Customer. In no event shall this Master Agreement or any Agreement establish or be construed as establishing a partnership, joint venture or similar relationship between the Parties hereto, and nothing herein contained shall be construed to authorize either Party to bind the other. Except as may specifically be set forth in an Agreement, neither Party shall act as an agent of the other Party. As an independent contractor, EMB shall not be subject to any Customer policies solely applicable to Customer’s employees and shall not be eligible for any employee benefit plan offered by Customer. In the event that this independent contractor relationship is determined by tax authorities to constitute an employment relationship, EMB hereby waives, for the period prior to the date such determination becomes final, any and all claims to coverage under Customer pension, profit sharing, health, dental, welfare or similar type plans which are limited to Customer employees, unless otherwise agreed by Customer in writing. The provisions of this Section shall survive expiration or other termination of this Agreement, regardless of the cause of such termination.

 

Governing Law. This Master Agreement and each Agreement and all matters arising out of or   relating to the Master Agreement or any Agreement shall be governed by and interpreted in accordance with in all respects by the laws of the State of Michigan applicable therein, without giving effect to any choice of law provision or rule.  All actions commenced to enforce or interpret this Master Agreement or any Agreement will be brought in the federal or state courts in Oakland County, Michigan and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action. Neither Party may assert or be entitled to relief on a claim of forum non convenes as to a court of competent jurisdiction located in Oakland County, Michigan. Notwithstanding the foregoing, because of the unique nature of the EMB Service, Customer understands and agrees that EMB will suffer irreparable injury in the event Customer fails to comply with any of the terms of this Master Agreement or any Agreement and that monetary damages may be inadequate to compensate EMB for such breach. Accordingly, Customer agrees that EMB will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce any threatened or actual breach of the terms of the Master Agreement or any Agreement.

 

1. WAIVER OF JURY TRIAL. EMB AND CUSTOMERACKNOWLEDGE THAT ALL CLAIMS, DISPUTES, RIGHTS, OBLIGATIONS, OR COMPENSATION ISSUES WHICH MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT OR OTHERWISE BETWEEN THEM SHOULD BE ADJUDICATED BY A COURT, WITHOUT A JURY. THEREFORE, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND NEITHER PARTY NOR ANY HEIR, SUCCESSOR, OR ASSIGNEE WILL SEEK A TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING (WHETHER AT LAW OR IN EQUITY, WHETHER DIRECT OR COLLATERAL, WHETHER IN CONTRACT OR IN TORT) ARISING OUT OF OR OTHERWISE INVOLVING THIS MASTER AGREEMENT OR ANY AGREEMENT.

 

1. Non-Disparagement. During the term of this Master Agreement and following its expiration or termination for any reason, Customer agrees to not, directly or indirectly, in public or private, whether in oral, written, electronic or other format, disparage, deprecate, impugn or otherwise make any statements or remarks that would tend to or be construed to defame or slander the personal or professional reputations, professional qualifications, services and/or business of EMB, its affiliates, parents and subsidiaries and their respective shareholders, directors, officers, partners, members, managers, employees, contractors and agents, nor will Customer in any manner assist or encourage any third party in doing so.

 

1. Notices. For purposes of this Master Agreement and each Agreement, notices and all other communications provided for herein and therein must be in writing, addressed as set forth below to the Party to whom the notice or request is given, and must be either (a) delivered personally, (b) sent by United States certified mail, postage prepaid, return receipt requested, or (c) placed in the custody of a nationally recognized overnight carrier for next day delivery. Notice will be deemed given when received if delivered personally; three (3) days after deposit if sent by mail; and upon delivery if sent by nationally recognized overnight carrier for next day delivery. From time to time either Party may designate another address within the 48 contiguous United States of America for all purposes of this Agreement by giving the other party written notice of such designation in accordance with the provisions hereof.

 

 

 

EMB:  EhrMedBilling LLC

             3297 Orchard Lake Rd

             Keego Harbor, MI 48320

 

 

 

 

Customer:

 

 

1. Assignment. This Master Agreement and any Agreement may not be assigned or transferred in whole or in part by Customer without the prior written consent of EMB, in its sole discretion, and any purported assignment or transfer shall be void ab initio. EMB may assign this Master Agreement and/or any Agreement in whole or in part without the consent of or notice to Customer.

2. No Third Party Beneficiaries.  This Master Agreement and each Agreement is entered into solely for the benefit of the Parties hereto and their successors in interest, and is not entered into for the benefit of any other person or entity. Without limiting the generality of the foregoing, Neither Master Agreement nor any Agreement shall be construed as establishing, with respect to any third party, any obligation, duty or standard of care or practice different from or in addition to whatever obligations, duties or practices may exist separate and apart from this Master Agreement or any Agreement, as applicable.

3. Severability. If any provision of this Master Agreement or any Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Master Agreement and any Agreement, as applicable, shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof shall remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein or therein, there shall be added automatically as a part of this Master Agreement or an Agreement, as applicable, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

 

1. Entire Agreement. This Master Agreement, as may be updated from time to time by EMB, together with each Agreement and all attachments and documents referenced herein or therein, contain the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, oral or written, and all other communications between the Parties relating to such subject matters. As between the Parties, no oral statements or prior written material not specifically referenced in this Master Agreement, as may be updated from time to time by EMB, or any Agreement will be of any force and effect.

2. Counterparts.  This Master Agreement and each Agreement may be executed in one or more counterparts, each of which when so executed and delivered (whether by facsimile, e-mail, or other electronic means) shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.  A facsimile, PDF, or other electronic signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed), and shall be deemed an original signature for all purposes under this Master Agreement and any Agreement. 

3. Invalid Provision. Whenever possible, each provision of this Master Agreement and each Agreement will be construed and interpreted so that it is valid and enforceable under applicable law. However, if a provision of this Master Agreement or any Agreement is held by a court to be invalid or unenforceable, that provision will be deemed separable from the remaining provisions of this Master Agreement and/or an Agreement and will not affect the validity, interpretation, or effect of other provisions of this Master Agreement or any Agreement or the application of that provision to a person or circumstance with respect to which it is valid and enforceable.

4. Binding Effect. This Master Agreement, as may be updated from time to time, is binding upon and inures to the benefit of EMB, its representatives, successors and permitted assigns.

5. Interpretation. The terms that are defined in this Master Agreement and any Agreement may be used in the singular or the plural, as the context requires. Any reference to the masculine, feminine, or neutral gender will be deemed to include each other gender, as the context requires. When a reference is made in this Master Agreement or any Agreement to a section, subsection, paragraph, or clause, such reference will be deemed to be to this Master Agreement or the applicable Agreement unless otherwise indicated. The Section, Subsection, and other headings are for reference purposes only and will not affect in any way the meaning or interpretation of this Master Agreement or any Agreement. Whenever the words “include,” “includes,” and “including” are used in this Master Agreement or in an Agreement, they will be deemed to be followed by the words “without limitation.”

6. Attorneys’ Fees. If there is a dispute over the terms of this Agreement or their enforcement, which dispute results in litigation, mediation or arbitration, the prevailing Party will have its reasonable attorneys’ fees and costs (whether before trial, during trial, on appeal, or otherwise), as well as any other costs and expenses associated with such litigation, mediation or arbitration, paid by the other Party.

7. Understanding Of Agreements. Each Party represents and warrants to the other that it has completely read and fully understands the provisions of this Master Agreement and each Agreement, and in executing this Master Agreement by virtue of executing any Agreement, it has not relied on any promise or representation made by any person other than the promises and representations explicitly stated in this Master Agreement, as may be updated from time to time, and each Agreement.