These Terms define our Agreement (this “Agreement”) for products and services we, Partners Behavioral Health, LLC, a Massachusetts limited liability company (“PBH”), offer you “Client”.
PBH provides various analytics, insights, advisory, operations, clinical, and other related services to health systems and organizations.
Client desires to receive various services from PBH and PBH desires to provide such services to Client.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt of sufficiency of which are hereby acknowledged, the parties agree as follows:
Services. The products and services offered by PBH are set out on our website and online stores and as may be applicable to each product or service purchased (the “Services”), which may be amended from time to time by PBH in its sole discretion. All Services will be rendered in accordance with the terms and conditions of this Agreement. See Exhibit A for terms specific to packages, services, and products.
Fees
Service Fees. PBH shall charge for the products and Services as set forth on our website and online stores and as may be applicable to each product or service purchased (the “Fee”). Client may pre-pay services online and if applicable, PBH shall invoice outstanding Fees on a monthly basis in arrears based upon time actually spent in performance of the Services. Fees associated with your specific transaction are provided to you in advance of the transaction. PBH may adjust the Fee from time to time, in its sole discretion, provided that PBH will provide reasonable advance notice of any change to the Fee. All invoices will be due within fifteen (15) days after receipt of each invoice.
Expense Reimbursement. Out-of-pocket expenses, including reasonable expenses incurred for non-local travel of PBH personnel in connection with the provision of Services, will be invoiced to Client monthly and shall be payable within fifteen (15) days after receipt of such invoice. Such expenses shall be discussed with and agreed upon by the client.
Term and Termination
Term. This Agreement will remain in effect until terminated by either you or us.
Termination. Either party may terminate this Agreement at any time without cause, and with advanced written notice.
HIPAA Compliance. Data accessed, received, or used by PBH may include “protected health information” as that term is defined by the Health Insurance Portability and Accountability Act and its implementing regulations, as each may be amended from time to time (“HIPAA”). To the extent protected health information is used or disclosed under this Agreement, each party shall comply with applicable provisions of the privacy and security rules under HIPAA. To the extent applicable and necessary pursuant to HIPAA, the parties will execute a Business Associate Agreement.
Confidentiality
Definition. “Confidential Information” shall mean any information or materials, whether written, electronic or oral, whenever disclosed, identified as confidential at the time or which would reasonably be expected to be confidential, including, but not limited to, any type of data, techniques, protocols, results, models, algorithms, software, analytics, or business, financial, commercial or technical information disclosed by one party (the “Discloser”) or its directors, officers, employees, affiliates, representatives or agents (collectively, the “Representatives”) to the other party (the “Recipient”) in connection with this Agreement.
Obligation. The Recipient will: (i) keep the Confidential Information of the Discloser confidential and secure; (ii) restrict disclosure of such Confidential Information solely to its Representatives that have a “need to know” such Confidential Information for purposes of this Agreement; (iii) not disclose to any other person or copy such Confidential Information without the approval of the Disclosing Party; (iv) use such Confidential Information solely for purposes of the business dealings between the parties and not in any way directly or indirectly detrimental to the Disclosing Party; and (v) inform the Representatives of the confidential nature of such Confidential Information.
Exclusions. Confidential Information under this Agreement shall not include any information that (i) is or becomes publicly available through no wrongful act of Recipient; (ii) was known by Recipient prior to disclosure by Discloser, as evidenced by tangible records; (iii) is disclosed to Recipient by a third party not under a confidentiality restriction similar to the one contained in this Agreement; (iv) is independently developed or discovered by Recipient without use of Discloser’s Confidential Information, as evidenced by tangible records; (v) is disclosed to another party by Discloser without restriction on further disclosure; or (vi) is de-identified, meaning that Discloser’s organizational identifiers are removed and that care is taken to avoid categorization of Discloser in such a way that the identity of Discloser could be inferred. The obligations of confidentiality and non-use set forth in this Agreement shall not apply with respect to any information that Recipient is required to disclose or produce pursuant to applicable law, court order or other valid legal process (each a “Legal Request”) provided that Recipient notifies Discloser within three (3) business days of receiving any such Legal Request and/or prior to a disclosure required by a Legal Request, discloses the minimum necessary information to the extent Recipient is required to respond and reasonably cooperates with Discloser’s efforts to contest or limit the scope of such Legal Request.
Right to Disclose. Discloser represents that it has the right to disclose to Recipient all of Discloser’s Confidential Information that will be disclosed under this Agreement.
Ownership. All Confidential Information disclosed pursuant to this Agreement, including, without limitation, all written and tangible forms, shall be and remain the property of the Discloser.
No License. Nothing in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights by license or otherwise, under any patent, copyright, trademark, or other intellectual property rights owned or controlled by Discloser relating to the Confidential Information, except as specifically set forth in this Agreement or other written agreement by the Discloser.
Duration. The confidentiality obligations identified in this Section 5 will survive for four (4) years following the termination of this Agreement.
Intellectual Property. Each party shall retain all right, title or interest in and to such party’s “Intellectual Property,” which shall include trademarks, service marks, trade names, trade styles, logos, goodwill, trade secrets, patents, licenses, data formulations, calculations, algorithms, processes, and strategies acquired under any statutory, common law or registration process in any state or nation at any time, or under any agreement executed with any person or entity at any time, that existed as of the Effective Date of this Agreement.
Limitation of Liability
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PBH’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED UNDER THIS AGREEMENT) TO CLIENT FOR ANY CLAIM UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY CLIENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING A CLAIM. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS SHALL NOT APPLY TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 5, OR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.
Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS, AND IN NO EVENT SHALL BE LIABLE FOR, ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE CAUSES OF ACTION, INCLUDING NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. The parties will indemnify and hold harmless each other and each party’s officers, directors, personal representatives, agents and employees from and against any and all losses, liabilities, costs, expenses, damages, claims, demands, suits or judgments (including, without limitation, reasonable attorneys’ fees, disbursements and the costs of any legal action) (collectively, the “Damages”), arising out of or resulting from, directly or indirectly, the gross negligence or willful acts or omissions, violation of laws and breach of warranty of the other party, its successors, assigns, partners, agents or employees, or in connection with any failure of such party to comply with any of the provisions of this Agreement, except to the extent the Damages arise out of or result from the gross negligence or willful acts or omissions of the other party.
Non-Solicitation. During the term of this Agreement and for a period of one (1) year following termination of this Agreement, Client shall not, directly or indirectly, solicit in any way any employee of PBH that was directly involved in the provision of Services pursuant to this Agreement; provided that nothing contained in this Agreement shall prevent Client from employing any person who responds to a general media advertisement or non-directed search inquiry (including through the use of a professional search agency), or who makes an unsolicited contact for employment.
Miscellaneous Terms
Assignment. Neither party may assign this Agreement without the prior written consent of the other party, provided, however either party may assign this Agreement to an affiliate of such party or any successor of such party arising out of a merger, acquisition or reorganization.
Independent Contractor. In participating in the Program and providing the Services, the parties, at all times, will be independent contractors of each other. Nothing in this Agreement or the Program will be deemed to create an agency, partnership, employment or joint venture relationship between the parties. In no event will either party perform management functions, make management decisions, or act in a capacity equivalent to that of an employee of the other party.
Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be (a)(i) personally delivered, (ii) delivered by certified mail, return receipt requested, postage prepaid, or (iii) by electronic mail. All notices shall be delivered as follows:
If to PBH:
Partners Behavioral Health, LLC, 55 Avon Street, Taunton, MA 02780
Email: info@partnersaba.com
If to Client:
At contact information listed at the outset of this agreement.
or, as to any party, at such other address as shall be designated by such party in a notice to each other party. Except as otherwise specified herein, all notices and other communications shall be deemed to have been duly given on (i) the date when delivered if delivered personally, (ii) the date when received if delivered by certified mail, or (iii) the date of transmission, whichever shall first occur.
Entire Agreement; Amendment. This Agreement, the documents referred to in this Agreement, and the exhibits and schedules to this Agreement, which by this reference are incorporated in this Agreement, contain the entire agreement between the parties relating to the transactions contemplated in this Agreement, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are superseded by this Agreement. No amendment, modification, waiver, discharge or change of this Agreement shall be valid unless the same is in writing and signed by all of the parties.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
Compliance with Laws. The parties shall comply with applicable laws and regulations in performing their duties under this Agreement, including but not limited to HIPAA.
Publicity. PBH and Client each may issue statements or otherwise publicize that they are working with the other party; provided that written approval will be required from the other party prior to issuance of any statements or other forms of publicity that express anything beyond a mere statement that the parties are working together. Solely for purposes of this Section 11(g), PBH and Client may use the other party’s name, trademark, service mark, symbol or logo in such statement or other form of publicity.
Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.
Severability. If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect.
Survival. The terms of Sections 3, 4, 5, 6, 7, 8, 9, and 10 will survive termination of this Agreement.
Exhibit A
Terms specific to packages, services, and products
Flat rate packages
During packaged service time, we will support you through the package focus area(s) so that you are better prepared to manage these content areas in the future.
Our flat package rates account for flexibility to include our other team members if needed, as determined by PBH, during the available meetings, and at no additional cost to you. “Comparable support time” outside of meetings may be based on individual work of each team member.
Our goal is to complete packaged activities in a timely manner. We understand clients sometimes have other priorities. This package should ideally be completed within 1.5 months, but no more than 3 months from the date of purchasing this package.
Customers may be sent a pre-meeting form to complete, specific to each package, to use their time in the most efficient way. This should be complete prior to the first meeting for any given package.
Though we will support you through the target activities, this package secures time and topic area guidance/expertise, not completion of activities.
You will have to complete a number of activities yourself to bring target areas to fruition. It’s reasonable to plan for 5 to 10 hours of your team’s time to see package activities and outcomes through to completion.
These or other services are also available under our fee for service c-suite arrangements which allow for additional strategy, management, or task completion support from our team members.
C-suite services for comparable services are generally more cost-effective, but not necessarily less overall. This is due to the restricted nature of scope, activities, and our time in packaged services.
Applicable downloads are generally included with our services. Separately purchased downloads are not eligible for credit toward services.
Packages are based on ABA focused companies in one state. Companies with multiple service lines and/or operating in different states should contact us for pricing.
As-needed, hourly services:
Services are billed to customers based on cumulative service time of team member(s) working on items specific to the customer account.
Services under this model are tailored specifically to each customer’s needs.
Services are billed at our standard and customary hourly rate. We offer heavily discounted rates based on higher volume recurring service arrangements, with the most favorable discounts for our pre-paid recurring service packages.
Customer pays a $1000.00 retainer prior to service initiation.
Invoices are issued monthly, within two weeks of the month closing, and are due within 15 days.
Overdue accounts may be placed on hold until such time those balances are resolved.
C-suite services:
Services are billed to customers based on cumulative service time of team member(s) working on items specific to the customer account.
Services under this model are tailored specifically to each customer’s needs.
C-suite services are based on a recurring, volume-base model, that allows us to offer the best possible price. This model also allows us to take extra steps to ensure we secure time from specific team members as needed for customers in a service period.
Customers lock in and pay for a minimum number of recurring monthly hours (“base hours”) at a volume-based discount.
Fees for recurring, higher volume service packages are heavily discounted from our standard and customary hourly rates. Prices are discounted based on three factors: 1) overall revenue – more heavily discounted for earlier stage practices, 2) recurring volume – more heavily discounted for higher volume customers, and 3) payment term for base hours.
Customers can increase or decrease their selected package, or end pre-payments at any time. Customers are not locked into anything.
Standard post-service payment terms: For all services not invoiced under pre-service terms, post service terms apply: Invoices for these services are issued monthly, within two weeks of the month closing, and are due within 15 days.
Customers may opt for pre-service payment of base hours, which offers further discounts. Customers pay base hours in advance of service period each month via automated electronic payment system. This method helps improve our cash flow and can help simplify our collections efforts and so we pass along these benefits to our customers opting for this method through reduced hourly rates.
Customers opting for pre-service payment of base hours will not be charged a separate retainer beyond the advanced monthly payment. Customers opting for post-service payment of base hours pay a retainer equal to one month of their selected c-suite package.
Customers will be invoiced for their minimum base hours to maintain volume based pricing. Unused time may not carry forward. Customers with frequent underutilization will be asked to move to a smaller package.
Overage: In some cases, customers may desire for PBH to provide more service time than is allocated in their selected package. In such cases, overage is agreed upon in advance, and billed at the end of the month, at an hourly rate commensurate with the c-suite package selected.
Pre-paid balances for customers who change their package or terminate c-suite services will be honored at rate purchased, up to 6 months following termination of services.
Applicable downloads are generally included with our services. Separately purchased downloads are not eligible for credit toward services.
Overdue accounts may be placed on hold until such time those balances are resolved.
Each service period begins the 1st of the month, prepayments and reservation of time should occur at least 1 week prior to the upcoming service period. Services that may occur prior to the initial prepay period will be deducted from the initial period.
Downloads
Documents and templates (“downloads”) include proprietary information and remain the intellectual property of Partners Behavioral Health.
Downloads available for use by purchasers and customers only. You agree not to distribute this document for use by other organizations or programs, in whole or in part, without the prior written consent of Partners Behavioral Health.
Use of downloads does not constitute a relationship between the purchaser and Partners Behavioral Health, nor does Partners Behavioral Health assume any liability for the outcome of implementing this in your agency or program.
By accepting downloads, you agree to be bound by these restrictions and limitations.