(800) 778-4640 SterlingCarePlan.

com

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. 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 ByLaws, 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. 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.

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Revised: 3/25/2014

2014 SterlingCare

(800) 778-4640 SterlingCarePlan.com

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. 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. 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. 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. 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. 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 Pacific Coast Highway, Suite 320 Corona Del Mar, CA 92625 Phone: 800.778.4640 Fax: 888.778.8604 If to Client: ___________________________________________
(Client Name)

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___________________________________________
(Street address)

_____________________, _________ ___________

(City) (State) (Zip)

_____________________ _____________________
(Phone) (Fax)

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Revised: 3/25/2014

2014 SterlingCare

(800) 778-4640 SterlingCarePlan.com

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

SterlingCare LLC
Client

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

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Revised: 3/25/2014
2014 SterlingCare Attendee

ChrisAd

(800) 778-4640 SterlingCarePlan.com

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): Payment Plan Set-Up Fee (for each CIPP):

$99.00 $25.00 ChrisAd Attendee 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.

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Revised: 3/25/2014

2014 SterlingCare