Terms and Conditions 10-2-2025

Med USA Standard Terms and Conditions

These Med USA Standard Terms and Conditions (“Terms and Conditions”) are made in connection with a Master Services Agreement (“MSA”) entered into between the licensed and authorized provider of medical services identified in the MSA (“Provider”), and Med Am International, LLC, a Utah limited liability company (“Med USA”).

1. MSA. Provider agrees and acknowledges that all these Terms and Conditions are incorporated into and made a part of the MSA, and Provider agrees to and accepts all these Terms and Conditions. All capitalized terms used in these Terms and Conditions which are not defined in these Terms and Conditions, shall have the meanings given them in the MSA.

2. Credentialing. Med USA offers Credentialing Services as a Premium Service and will provide such Credentialing Services if requested by Provider, or if Med USA determines that it should provide such Credentialing Services. If Provider does not engage Med USA, or if Med USA otherwise does not provide Credentialing Services, Provider agrees to take all action necessary to complete required Credentialing prior to the time Med USA determines such Credentialing needs to be completed so that Med USA may provide Premium Services. Regardless of whether Med USA or a third party provides Credentialing services for Provider, Provider agrees to deliver to Med USA all Credentialing Information as may be requested by Med USA. Provider acknowledges that Provider needs to complete Credentialing in order for Med USA to be able to provide Premium Services, and accordingly, Med USA may determine in its sole discretion when such Credentialing must be completed, and when Credentialing Information needs to be delivered. Provider acknowledges that Med USA intends to and agrees that it may rely upon the Credentialing Information provided to it in connection with the performance of Premium Services, and that the amount and timing of collections for Medical Services are dependent upon the completeness, timeliness of delivery and accuracy of the Credentialing Information, as well as other variables, some of which are beyond the control of Med USA. If Provider fails to timely provide Credentialing Information or complete Credentialing, Med USA may, in its sole discretion, continue to provide, or provide Premium Services to Provider, or Med USA may defer or terminate such Premium Services. In addition, the failure of Provider to timely provide Credentialing Information or complete Credentialing shall constitute a Material Breach.

3. Credentialing Release. In connection with Credentialing Services, Provider authorizes Med USA to release all information provided to Med USA to applicable Payers. Provider agrees to review all documents prepared by Med USA and delivered to Provider for accuracy before signing such documents or returning the documents to Med USA for delivery to Payers. Provider also agrees to hold harmless Med USA from any actual or threatened action as a result of releasing such information. Provider further acknowledges that the Credentialing Services are intended to facilitate Provider’s application to the Payers of Provider’s choice. The Credentialing Services are not a guarantee of payment from specified Payers, or of acceptance to specified panels of Payers. Med USA assumes no responsibility for the payment or non-payment of claims before or after Credentialing Services are provided. In addition, Med USA assumes no responsibility for the payment or non-payment of Provider’s claims, either before or after Provider is accepted by a Payer.

4. Recoding. In connection with providing Premium Services, and as part of Premium Services, Med USA may from time to time determine that the medical coding of medical procedures in connection with records reviewed is inaccurate. Accordingly, and in Med USA’s sole discretion, Provider agrees and acknowledges that Med USA may provide such Recoding services. In the event Med USA provides any Recoding, the following terms will apply:

a. Med USA may perform Recoding based on pre-approved written guidance, including but not limited to:

i. Crosswalk Agreements: Coding adjustments made according to specialty- or service-specific crosswalks that have been reviewed and approved in writing by Provider.

ii. Payer Guideline Adaptations – Coding adjustments made to ensure alignment with published payer-specific billing and documentation policies.

b. Provider agrees that it will review all Recoding guidelines, including crosswalks, payer-specific policies and any other approved coding changes, no less than once annually and will send Med USA written approval to continue such Recoding. Provider acknowledges that these coding updates are critical for ensuring compliant, accurate, and efficient claims submission.

c. Med USA and Provider agree that their shared objective in performing Recoding is to document as thoroughly and accurately as possible the actual medical services provided to patients, the diagnoses of the patient’s illness or injury, drugs, supplies or equipment provided to any patient, and the procedures performed by Provider’s physicians, nurses and medical staff members as documented in the medical record. No diagnosis code or medical code or modifier will be assigned, modified, omitted or amended for the sole purpose of increasing or affecting payment for any service or procedure; to assure coverage of a procedure or service by any payer; or in response to any request for an audit or investigation by any payer or governmental authority, except in accordance with documented payer policy or instructions.

d. Provider agrees and acknowledges that any Recoding will be based on the expertise and experience of Med USA in connection with medical coding. Consistent with the objectives described in this Agreement, and after Med USA has provided an explanation for a decision regarding Recoding, if Med USA and Provider cannot agree on the resolution of any Recoding disputes or matters, the final decision regarding Recoding shall be made in the exclusive discretion of Provider. However, and notwithstanding anything to the contrary in this Agreement, or any other agreement, in the event Med USA disagrees with the decision of Provider, Med USA reserves the right to decline to Recode any medical service, procedure, drug, item or supply if, in its judgment, to do so would jeopardize the integrity of Med USA’s Recoding program. In addition, Med USA may terminate providing Premium Services and this Agreement. Both parties acknowledge that appropriate medical coding and diagnosis coding changes constantly and involves a high degree of judgment, especially involving medical procedures which are considered experimental and for which no new and specific American Medical Association Current Procedural Terminology (“CPT”), Centers for Medicare and Medicaid Services (“CMS”) Healthcare Common Procedure Coding System (“HCPCS”), International Classification of Diseases, Tenth Revision, Clinical Modification (ICD-10), or drug codes have yet been developed or adopted. Med USA shall consult on an ongoing basis with Provider’s staff to provide and exchange information regarding the proper Recoding of medical services and procedures in order to monitor, improve and maximize the accuracy of Recoding.

e. Both parties expressly acknowledge that because Provider is the entity enrolled and credentialed by payers and Provider is the entity submitting claims for payment and receiving payment, and that although Med USA can suggest, advise, and consult with Provider, Med USA remains an independent contractor of Provider. Therefore, Provider is solely and ultimately responsible for all coding, Recoding, and payment issues, including allegations of wrongdoing, or fraud and abuse issues

5. Support.

a. Software Training. Third Party Licensed Program training for Provider and End Users is available via remote training. Fees for training shall be agreed upon by Med USA and Provider prior to such training taking place. If on-site training is provided, Provider and Med USA shall agree upon the fees associated with on-site training including fees for items such as travel time, airfare, hotel, meals, and other such travel expenses.

b. Telephone Assistance. Provider’s support contact may contact a Med USA support representative on Med USA’s designated support telephone number or through a designated email address for assistance. Assistance regarding critical support issues will be available during Med USA’s normal telephone support hours, excluding holidays. Within a reasonable time after receipt of a phone call, Med USA will respond to calls for telephone assistance regarding support issues, and shall make commercially reasonable efforts to resolve such issues

6. Invoicing. On or about the sixth (6th) business day of each calendar month, Med USA shall provide an invoice to Provider summarizing the services rendered during the previous calendar month. Provider shall notify Med USA in writing, with specificity, of any concerns, questions or objections it may have in respect to any portions of the invoice within thirty (30) days of Provider’s receipt of such invoice. If Provider fails to do so, such objections shall be forever waived. If Med USA determines that the invoice contained errors or charges in violation of this Agreement, then the amount to be withdrawn (if it has not already been withdrawn) shall be accordingly adjusted, or such amount (if the amount has already been withdrawn) shall be repaid to Provider or credited to Provider’s account, in Med USA’s sole discretion, within thirty (30) days of such determination. In addition to all Fees and other amounts owing to Med USA, Provider agrees to pay to Med USA an amount equal to all payment card and electronic transaction processing fees, including automated clearinghouse transaction fees, incurred by Med USA for any such payments.

7. Increases in Fees.

a. Med USA agrees that the amount of the Fees will not increase during the Initial Term unless a Material Change occurs, and except as otherwise provided in the MSA. However, Provider acknowledges that Med USA may base the amount of initial Fees on incomplete information, or information not available as of the time such pricing information is provided. The assumption on which the initial Fees is based is set forth in the MSA. Accordingly, and notwithstanding anything to the contrary, Med USA may one time during the first six months of the Initial Term increase the amount of Fees based on updated or additional information.

b. Upon the occurrence of a Material Change, Med USA may either terminate this Agreement, or terminate only the Premium Services or such Additional Services to which the Material Change applies, or increase the amount of Fees, in its sole discretion. If Med USA elects to increase the amount of Fees based on a Material Change, the increase in the amount of Fees may apply retroactively to compensate Med USA for the cost and expense of providing Premium Services or Additional Services subsequent to the Material Change, but prior to the increase in Fees.

c. After the Initial Term, Med USA may increase the Fees from time to time in its sole discretion. In the event Med USA increases the Fees after the Initial Term, or during the first six months of the Initial Term, Med USA will provide Provider with thirty (30) days prior written notice of the change. If the cumulative increases in a given 12-month period after the Initial Term, or if the increase during the first six months of the Initial Term, is/are at least 100% of the original amount, Provider may terminate this Agreement or, at its option, only the Premium Services or such Additional Services with respect to which the Fees increase by such amount, upon thirty (30) days prior written notice to Med USA.

8. Sales Tax. Provider agrees to pay and be responsible for all sales and other taxes imposed by or otherwise owing to any governmental authority applicable to this Agreement, except income taxes of Med USA, including all applicable excise, property, value-added, sales or use, or similar taxes, any withholding taxes, national pension or other welfare taxes, customs, import, export, or other duties, levies, tariffs, taxes, or other similar charges. Regardless of whether Med USA collects sales taxes for transactions, Provider acknowledges that Provider is fully responsible for the payment of any sales taxes owing.

9. Bank Account. Provider agrees to designate or establish and to maintain a Bank Account or, at its option, designate or establish and maintain a Payment Account. The Bank Account and, if applicable, the Payment Account, must be at a federally-insured bank which is reasonably acceptable to Med USA. All receipts for the Medical Services shall be deposited into the Bank Account. Med USA and Provider agree that Med USA shall not have signatory authority, nor any right of ownership in the Bank Account or Payment Account, or in the funds deposited therein, except to the extent that Med USA is authorized to withdraw funds as Payment Withdrawals as provided in this Agreement. Provider agrees that it shall be responsible for all charges associated with the Bank Account and Payment Account. Provider also agrees that it shall designate the Bank Account, or, if applicable, the Payment Account, for the purposes of a Payment Withdrawal, and to take all necessary actions to assure Med USA that the Bank Account or Payment Account, as the case may be, shall have an amount sufficient to cause the bank to honor Payment Withdrawals in payment of Med USA’s compensation, at the times and amounts provided for in this Agreement. Provider agrees to promptly notify Med USA of any changes in the Bank Account or Payment Account, including, but not necessarily limited to, the creation of new or replacement accounts (which such changed accounts shall then be deemed the Bank Account or Payment Account, as applicable, for purpose of this Agreement). In the event of a failure to notify Med USA of any such change, Provider shall indemnify and hold Med USA harmless from any loss, cost or expense which arises out of, or is in any way incurred from, the change. Provider’s failure to maintain sufficient funds in the Bank Account and, if applicable, the Payment Account, in accordance with the foregoing shall be a Material Breach of this Agreement.

10. Security Interest; Remedies. Provider hereby grants to Med USA a security interest in the Collateral to secure the payment and performance of all of Provider’s obligations under this Agreement. If a Material Breach has occurred, Med USA may exercise all rights and remedies of a secured party under the applicable version of the Uniform Commercial Code with respect to the security interest granted in this Agreement. Med USA is hereby authorized to execute and file such documents as Med USA deems necessary for the purpose of perfecting or continuing any security interest or lien created in the Collateral. Provider represents and warrants that the Collateral is not subject to any lien or encumbrance other than the security interest created hereby and will not be subject to any such lien or encumbrance as long as Provider has any obligations under this Agreement.

11. Payment Authorization in the Event of Default. If Provider defaults on any of its payment obligations under this Agreement and subsequently fails to cure such default in any cure period provided under this Agreement, then, in addition to any remedy available, Med USA will be authorized to deposit into the Med USA Account any checks it receives under this Agreement from patients, payers, or otherwise, that are comprised entirely of funds that are not from Medicare, Medicaid, or any other federally-funded programs. Med USA shall have the right to withdraw from the Med USA Account an amount sufficient to pay off the current month’s Fees and expenses and any amounts past due under this Agreement. Once all outstanding Fees and expenses and any past due amounts are paid in full, Med USA shall make a payment to Provider in an amount equal to the balance remaining in the Med USA Account.

12. Collection of Accounts Receivable. In the event that Med USA is unable to collect Accounts Receivable because a Payer files for and obtains relief under bankruptcy or similar laws, and the Accounts Receivable which have been submitted on behalf of Provider to such Payer are affected by such relief, Provider agrees to pay to Med USA the Fees Provider would have paid pursuant to this Agreement if the applicable Accounts Receivable had been collected.

13. Representations and Warranties of Provider. As an inducement to Med USA to enter into this Agreement and perform the Premium Services, as applicable, pursuant to this Agreement, Provider represents, warrants, and covenants to Med USA the following, which representations and warranties shall be true at the time this Agreement is entered into, and shall remain true and correct throughout the life of this Agreement, renewed daily:

a. All Provider Content is accurate and complete, and maintained in compliance with all Medical Services-Related Laws and any other applicable federal, state, and local laws and regulations.

b. Provider by itself or through Med USA, shall continually and systematically review and investigate its books and accounts to determine whether it has received any overpayments and whether any credit balances constitute overpayments, and if Provider or Med USA determines that the Provider has received overpayments, Provider warrants that it will not retain for its own use or benefit any Refundable Amounts and that it will make timely refunds of all such amounts to patients or payers as appropriate. Provider, each Individual Provider, and each owner, officer, director, manager, member, other employee of Provider, and any individual or other affiliation of Provider (as Affiliation is defined in 42 CFR §424.502) does not have any existing debt owed to Medicare, Medicaid, CHIP, or any other federal health care program that is in risk of being referred or has been referred to the United States Department of Treasury.

c. If Provider is an entity, Provider is duly organized, validly existing and in good standing under the laws of the state of its incorporation/organization, and is qualified and has all licenses and certifications necessary to carry on its professional business for the provision of Medical Services, as such business is being conducted in each state where such services are provided.

d. This Agreement constitutes a legal, valid, binding and enforceable obligation of Provider. All requisite action has been taken by or on behalf of Provider to make this Agreement valid and binding upon the Provider, and enforceable in accordance with its terms.

e. Neither the execution, or acceptance of the terms of this Agreement, and delivery of this Agreement, nor the transactions contemplated under this Agreement, nor fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of Provider’s organizational documents, or any legal restriction or regulatory directive, or any agreement or instrument to which Provider is a party or by which Provider is bound; and, further, no consent, approval, authority or order of any court or governmental agency or body is required for the execution and performance by Provider of, or compliance by Provider with, this Agreement or the performance under this Agreement.

f. All forms utilized by Provider for communications comply with all Medical Services-Related Laws, including all other applicable federal, state, and local laws and regulations, and Med USA shall have no duty to police or monitor such forms for compliance, but rather, may rely upon the foregoing.

g. Provider, each Individual Provider, and each owner, officer, director, manager, member, other employee of Provider, and any individual or other Affiliation of Provider, is qualified for and has therefore not been excluded, for any reason or at any time, from participation in Medicare, Medicaid, any other federally-funded programs, or any other health plans for the payment for Medical Services.

h. Provider, each Individual Provider, each owner, officer, director, manager, member, any other employee of Provider, and any individual or other Affiliation of Provider, has not or is not subject to a payment suspension under a federal health care program, or any other health plan, has not had or does not currently have its billing privileges denied or revoked, and has not had or does not currently have any other Disclosable Event.

i. Provider, each Individual Provider, each owner, officer, director, manager, member, any other employee of Provider, and any individual or other Affiliation of Provider, does not have, or has not had within the previous 5 years, any affiliations with a currently or formerly enrolled Medicare, Medicaid, or CHIP provider or supplier that has had a Disclosable Event.

j. Provider has made full and complete disclosure to Med USA, in response to its inquiries, regarding its medical practice and records, and no information has been withheld which, if disclosed, may have given notice to Med USA of factors which may materially increase the cost to Med USA of providing Premium Services or otherwise constitute a Material Change as provided under this Agreement.

k. Provider, and if applicable, each Individual Provider, of the Medical Services which are the subject of this Agreement, is/are fully licensed under applicable law, including all Medical Services-Related Laws, and qualified to provide Medical Services of the type and nature provided by Provider and/or such Individual Provider, and that such services are provided in compliance with all applicable laws and regulations, including all Medical Services-Related Laws.

l. Provider is, and shall at all times remain, knowledgeable of and in compliance with all federal, state and local laws and regulations applicable to it, including all Medical Services-Related Laws, and the provision of Medical Services as contemplated or provided by it, and, further, with all provisions, duties and restrictions pursuant to any and all private health plans to which it is subject.

m. All Medical Services and other actions by or on behalf of Provider resulting in Billing Information provided to Med USA have been duly authorized by and on behalf of Provider, and Provider has the full power and authority to perform in accordance with each of the terms of this Agreement.

n. All information provided to Med USA pursuant to this Agreement, including all coding of charges for Medical Services provided to its patients, but without limitation intended, is and shall be true and correct, and may be relied upon by Med USA for the provision of Premium Services.

o. Except as Provider has notified Med USA in writing, neither Provider nor any Individual Provider has been given notice, nor otherwise been accused, in a legal action or otherwise, of any claim, allegation or complaint in relation to the practice of medicine, or participation in the practice of medicine, which could result in the disqualification of such person from the performance of Medical Services.

14. Provider Covenants.

a. Liaison. Provider agrees to appoint a representative to serve as a liaison of Provider for each facility from which Medical Services are performed. The liaison shall be the primary point of contact for Med USA personnel in respect to all communications with Provider at that facility, and Provider agrees that all communications regarding the services to be performed under this Agreement may be conducted through that provider liaison. Provider further agrees that Med USA may rely on all communications from the liaison and take action based upon communications with the liaison.

b. Billing Information Form. Provider agrees to use its best efforts to provide the Billing Information required by Med USA, in the form and manner reasonably requested from time to time by Med USA, and further to conform to such operating policies and procedures as may be provided by Med USA. Provider shall be responsible, at its own expense, for the processing of any Billing Information or other data, including coding.

c. Notice of Errors. Provider agrees to promptly review, after receipt, all reports, notices and records provided by Med USA, and to identify and promptly notify Med USA of any and all inaccuracies, discrepancies, and/or problems of any kind relative to such reports, notices, and records.

d. Information Requests. Provider agrees to deliver to Med USA within five (5) of Provider’s working days of receipt of each inquiry or request by Med USA for clarification of any Billing Information, all information which is reasonably necessary to respond to such inquiry or request.

e. Health Plan Contracts. If applicable, Provider agrees to notify Med USA of and provide copies of all health plan contracts and agreements applicable to the Medical Services which are the subject of this Agreement. Provider agrees to maintain copies of such contracts in Provider’s facilities. Provider acknowledges and agrees that Med USA shall, unless and until it is notified by Provider to the contrary, accept and conform its services to notifications from third party payers of write-off or discount information; and that it shall be the responsibility of Provider to identify inaccuracies and to notify Med USA thereof.

f. Received Payments. Provider agrees to report to Med USA all payments for the Medical Services which are the subject of this Agreement which are received by Provider in any way other than through Med USA. All such receipts shall be deposited into the Bank Account.

g. Reconciliation. Provider agrees to regularly conduct a complete reconciliation of all Medical Services, Billing Information, Accounts Receivable, Premium Services, and actual collections to confirm that Med USA has billed for all Medical Services for which Premium Services are being provided under this Agreement.

h. End User Compliance. Provider agrees to use and cause each of its End Users to use the Third Party Licensed Programs strictly in accordance with the terms and conditions of any applicable end user license agreement, and specifically to avoid any potential liability for Med USA. Provider will further cause all input into the Third-Party Licensed Programs by End Users to be accurate.

i. Identification of End Users. Provider shall provide Med USA with written notice of each End User who will access the Third-Party Licensed Programs which Med USA manages and shall specify the level of access and level of security which should be granted to each such End User. Provider shall promptly notify Med USA upon any termination of any End User which has access to the Third-Party Licensed Programs which Med USA manages, and Med USA shall cancel or disable the user identification and password of the terminated End User. User identifications and passwords for Third-Party Licensed Programs will be user-specific and may not be used by, or disclosed, transferred or assigned to any other individual.

j. Operation in Accordance with Law. Provider agrees that it will at all times comply with Medical Services-Related Laws.

15. Operating Procedures. Provider acknowledges and agrees that Med USA (a) is not responsible for, and has no involvement or participation in, the gathering, preparation, or development of Provider Content, and (b) is not responsible for validating, verifying or determining the accuracy of the Provider Content. Provider covenants and agrees that all Provider Content, including all medical records, provided or made available by Provider shall be accurate, complete, legible, and not misleading. Provider releases Med USA from liability for any coding or other errors resulting from inaccurate, incomplete or illegible Provider Content. Regardless of whether Med USA provides billing and collection services to Provider, Provider acknowledges and agrees that it will be responsible for all matters related to Provider’s practice, including but not limited to Provider’s billings, collections, scheduling, medical records, including electronic medical records, refunds of Refundable Amounts, accounts payable, payroll, checkbook and accounts receivable. Specifically, but without limiting the foregoing, all unpaid claims or outstanding balances, whether billed on paper or electronically through Med USA, are the sole responsibility of Provider. With respect to Refundable Amounts, notwithstanding anything to the contrary in this Agreement, Provider acknowledges and agrees that it has the responsibility to refund all Refundable Amounts to the appropriate payees in accordance with the Medical Services-Related Laws. Any cost associated with the subject matter of this section will be the sole responsibility of Provider and is not included in the Fees. Provider agrees to indemnify and hold Med USA harmless from and against any liability, cost or expense (including reasonable attorneys’ fees) related to or arising out of matters related to Provider’s practice, including, without limitation, failure to properly report and pay any Refundable Amounts within the applicable deadlines and in accordance with the other terms set forth in the Medical Services-Related Laws. From time to time during the term of this Agreement, Med USA shall have the right to request written certification from an officer of Provider that all refunds and/or overpayments, including Refundable Amounts, have been timely reported and appropriately repaid, or Provider will take all action necessary to timely report and repay all such refunds and overpayments, and in either event, that Provider is in compliance with all applicable reporting and reimbursement requirements Certification shall be delivered to Med USA within thirty (30) days of Med USA’s request. If certification is not timely delivered, then, notwithstanding any other terms of this Agreement to the contrary, Med USA may, at its option, and not as an exclusive remedy, immediately notify Provider that it will terminate this Agreement as soon as reasonably possible but in no event later than thirty (30) days, and accordingly, Provider will be required to take over its own billing and collection services or transition to a new billing and collection company.

16. Audit Rights. Med USA and its authorized representatives shall have the right, upon reasonable advance notice, to request from Provider any relevant records in connection to Med USA’s services as it relates to this Agreement. If at any time an audit discloses that Provider has failed to comply with the material terms of this Agreement, or a discrepancy or error which results in an underpayment of Fees to Med USA during any applicable accounting period, Provider shall pay all costs of such audit, including Med USA’s internal costs and the costs of independent auditors, and other out-of-pocket expenses incurred by Med USA. Any underpayment disclosed by an audit shall be immediately due and paid by Provider to Med USA within ten (10) days of notice to Provider of the audit result and shall bear interest from the date such amount was due until paid.

17. Non-Solicitation. During the term of this Agreement, and for a one (1) year period commencing upon the effective date of termination of this Agreement, each party agrees not to intentionally contract with, employ, directly or indirectly, including through any third-party rendering services on behalf of such party, any employees of the other or its parent, affiliates, or subsidiaries without written consent of the other party. Provider and Med USA agree and acknowledge that each has incurred significant expense in hiring, training, and further developing its employees, and that the damage that would be incurred by a breach of this section would be significant. However, it would likewise be difficult, if not impossible, to determine the amount of damages that would be incurred by the non-defaulting parties, including, but not limited to, lost profits, loss of customers, and loss of goodwill. Accordingly, and in an effort to establish a reasonable amount to compensate the non-defaulting party for a breach of this section, Provider and Med USA agree that if either party defaults under this section, the defaulting party shall pay to the non-defaulting party as liquidated damages and in lieu of any other award or damages, the amount of twenty-five thousand dollars ($25,000.00). The parties agree and acknowledge that despite the difficulty in accurately estimating the actual damages that might be incurred the liquidated damages provision in this Agreement is intended by the parties to be a reasonable forecast of just compensation in the event of a breach of the provisions of this section. The parties further agree and acknowledge that the liquidated damages are not intended to be penal or punitive in nature.

18. Exclusivity. Provider acknowledges and agrees that its relationship with Med USA is an exclusive relationship. Accordingly, Provider shall not directly, or through any other person or entity, whomsoever, during the term of this Agreement, render, perform, or have rendered or performed by any other person or entity, any services that are the same or similar to any of the Med USA services.

19. Intellectual Property.

a. Provider will take all steps necessary to protect Med USA’s Intellectual Property, the Med USA Licensed Program, and the Third-Party Licensed Programs, its suppliers’ and licensors’ intellectual property and proprietary rights.

b. Provider Content; Trademarks. All Provider Content shall be owned by Provider. However, Provider hereby grants to Med USA access to and a license to use Provider Content solely for purposes of providing Premium Services and Additional Services and otherwise performing its obligations under this Agreement. Provider shall deliver to Med USA copies of all Provider Content requested by Med USA in connection with the performance of its obligations under this Agreement. Provider further grants to Med USA a license to use Provider’s trademarks in connection with the performance of its obligations under this Agreement.

20. Med USA Confidential Information. Provider agrees and acknowledges that it will have access to Med USA’s Confidential Information, which shall be maintained by Provider as confidential and available exclusively for use by Provider, as provided in this Agreement, and for no other purposes. Provider shall not use or disclose any Confidential Information except as ordered by a court of competent jurisdiction or as otherwise required by law. Provider shall not disclose any Confidential Information pursuant to a court order or as required by law until Provider has given Med USA ten (10) days prior written notice and an opportunity to oppose such disclosure. Provider agrees to promptly inform Med USA in the event that it becomes aware that any Confidential Information has been disclosed to a person or entity, or that a person or entity has been given access thereto, in a manner not authorized by this Agreement. Provider shall not, except for authorized business use associated with this Agreement, copy or distribute any Confidential Information, or remove any Confidential Information from the facilities of Provider without prior permission of Med USA, nor use any Confidential Information, either during the term of this Agreement or thereafter. Provider agrees to take all reasonable steps necessary to protect Confidential Information from unauthorized access, distribution, copying or use. Provider shall require each of its employees, directors, officers, managers, members, or other individuals who may have access to (a) any Confidential Information, or (b) any confidential information of Provider, including any information as to payment, collection, reimbursement, or overpayment with respect to any patient or other third party payer, to first enter into a written confidentiality agreement expressly prohibiting such access, or any distribution, copying, or use, in each case except as necessary in performance of its duties for Provider and otherwise in accordance with the terms of this Agreement. Such written confidentiality agreement shall be executed prior to the granting of any access to or the disclosure of any Confidential Information. Provider acknowledges that Med USA is and shall remain the sole and exclusive owner of all Confidential Information, as well as all memoranda, notes, papers, and documents containing any Confidential Information, and all copies thereof and objects associated therewith. Provider agrees to immediately deliver or delete all Confidential Information that may be in Provider’s possession or control to Med USA within three (3) days of termination of this Agreement, or, if applicable, within three (3) days of termination of the Wind Down Period, or at any other time on Med USA’s request, together with written certification of compliance.

21. Use of Provider Information. Med USA agrees that it shall not at any time use for the benefit of any party, other than Provider, or disclose to any person except appropriate representatives of Provider, any of the confidential information or knowledge which is acquired during the term of this Agreement relative to Provider’s fee structure, internal compensation, managed care, payment, collection, overpayment or reimbursement practices, or facility contracting strategies, or similar information that would commonly be understood to be confidential, or any confidential medical information regarding Provider’s patients received in the course of performing the Premium Services, if applicable, except as required to perform its services under this Agreement.

22. Limitation of Liability. TO THE FULLEST EXTENT AVAILABLE UNDER APPLICABLE LAW, MED USA’S ENTIRE AND CUMULATIVE LIABILITY TO PROVIDER, OR ANY THIRD PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE USE OF THE MED USA LICENSED PROGRAM, THIRD PARTY LICENSED PROGRAMS, OR PERFORMANCE OF PREMIUM SERVICES OR ADDITIONAL SERVICES, OR ANY OTHER SERVICES, INCLUDING ANY TORT, SUCH AS NEGLIGENCE, SHALL BE THE LESSER OF THE FEES PAID TO MED USA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED OR ANY INSURANCE PROCEEDS ACTUALLY RECEIVED BY MED USA FOR ANY SUCH CLAIM. WITHOUT WAIVER OF THE LIMITATIONS SET FORTH IN THIS SECTION OF THIS AGREEMENT, IN NO EVENT SHALL MED USA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF MED USA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE TO TIMELY REPORT (OTHER THAN TO PROVIDER AS MAY BE INCLUDED IN PREMIUM SERVICES) OR TIMELY REIMBURSE OR RETURN REFUNDABLE EXPENSES ON PROVIDER’S BEHALF REGARDLESS OF ANY DISCOVERY OF SUCH REFUNDABLE AMOUNTS BY MED USA THROUGH ITS PROVISION OF PREMIUM SERVICES, OR ANY FAILURE OF PERFORMANCE OF ANY KIND OR FROM ANY CAUSE. PROVIDER EXPRESSLY AGREES THAT MED USA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY PROBLEMS, ERRORS OR BREACHES THAT MAY RESULT FROM FALSE, INACCURATE OR INCOMPLETE INFORMATION PROVIDED BY PROVIDER, UNAUTHORIZED USE OF A USER IDENTIFICATION OR PASSWORD, PROVIDER’S FAILURE TO TIMELY NOTIFY MED USA OF EMPLOYMENT CHANGES, OR PROBLEMS ASSOCIATED WITH PROVIDER’S CONNECTIVITY. FURTHER, MED USA SHALL NOT BE LIABLE FOR, AND ANY WARRANTY UNDER THIS AGREEMENT SHALL BE VOID IF THE MED USA LICENSED PROGRAM OR THIRD-PARTY LICENSED PROGRAMS HAVE BEEN ACCESSED OR USED BY ANYONE OTHER THAN PROVIDER AND END USERS, OR IF THE MED USA LICENSED PROGRAM OR THIRD-PARTY LICENSED PROGRAMS HAVE BEEN ABUSED OR MISAPPLIED. MED USA AND PROVIDER AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE FEES, CHARGES, AND COSTS OWING UNDER THIS AGREEMENT, REPRESENT THE ALLOCATIONS OF SUCH RISK.

23. Indemnification. Provider hereby agrees to indemnify and hold harmless Med USA, and its officers, directors, managers, members, employees, agents and subcontractors, from and against any and all claims, actions, demands, and related liabilities, expenses, including staffing and administrative costs, penalties, and losses, including the payment of all legal expenses, including reasonable attorneys’ fees and costs, arising out of or connected with (a) any Material Breach, (b) any claims brought by any patient, customer, vendor, other payer of Provider, or any third party, except for claims based on the negligence or willful misconduct of Med USA, (c) any investigations or prosecutions brought against Provider or Med USA, including any investigations or prosecutions brought as a result of the work or investigation of any recovery audit contractor, for actual or alleged violation of any Medical Services-Related Laws, or (d) any errors, including coding errors, claims, liability, or actions of any nature arising as a result of or in connection with any Provider Content that is inaccurate, incomplete, or misleading, except, in each case, to the extent such claims are a direct result of a material breach by Med USA of any terms of this Agreement or the negligence or willful misconduct of Med USA. Med USA and Provider shall reasonably cooperate with each other, at Provider’s expense, in connection with any investigations and prosecutions under the Medical Services-Related Laws and any other indemnifiable claims under this Agreement. Med USA shall have the right to control its own defense and engage legal counsel acceptable to Med USA.

24. No Warranties. MED USA REPRESENTS AND WARRANTS THAT THE PREMIUM SERVICES AND ADDITIONAL SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER. EXCEPT FOR THE EXPRESS SERVICES WARRANTY SET FORTH IN THE FOREGOING SENTENCE, MED USA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE MED USA LICENSED PROGRAM, THIRD PARTY LICENSED PROGRAMS, PREMIUM SERVICES, ADDITIONAL SERVICES, ANY OTHER SERVICES PROVIDED BY MED USA UNDER THIS AGREEMENT, OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, MED USA DOES NOT WARRANT THE COLLECTABILITY OF ANY ACCOUNTS RECEIVABLE OR THE RECOVERY OF ANY AMOUNTS UNDER ANY OF THE ACCOUNTS RECEIVABLE OF PROVIDER.

25. Default. Each of the following events shall constitute a material breach of this Agreement by Provider (a “Material Breach”):

a. If the Provider shall file a petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall voluntarily take advantage of any such act by answer or otherwise, or shall make an assignment for the benefit of creditors.

b. If voluntary proceedings under any bankruptcy law or insolvency act shall be instituted against Provider or if a receiver or trustee shall be appointed of all or substantially all of the property of Provider, and such proceedings shall not be dismissed or the receivership or trusteeship vacated within thirty (30) days after the institution or appointment.

c. If Provider shall fail to pay Med USA any amounts owing under this Agreement, including, without limitation, any Fees and expenses.

d. If any representation or warranty by Provider under this Agreement is determined not to be true and correct, at any time.

e. If Provider shall fail to perform or comply with any of the other terms of this Agreement not otherwise addressed in this section.

f. If Provider shall attempt to transfer to or in any way assign its rights or duties under this Agreement to any other person or party or legal entity.

g. If Provider violates any other material provision of this Agreement, or fails to perform any of its obligations under this Agreement, including any provision the violation of which is identified as a Material Breach.

26. Termination.

a. Upon the occurrence of a Material Breach, or Med USA Default, and such Material Breach or Med USA Default has not been cured within sixty days after written notice of such default, then at the non-defaulting party’s option, this Agreement, or the Premium Services and/or Additional Services to which the breach pertains, may be terminated by the non-defaulting party. If the Material Breach is a failure to pay any amounts due under this Agreement, then the time to cure shall be ten days and not sixty days as provided in this paragraph. If the Material Breach is a failure to comply with all Medical Services-Related Laws, then there shall be no cure period, and Med USA may immediately terminate this Agreement. Further, notwithstanding the forgoing, neither Med USA nor Provider shall be obligated to give notice of a default more than two times during any twelve consecutive month period.

b. Either party may terminate this Agreement by giving notice to the other party at least ninety (90) days prior to the expiration of the Initial Term, or any subsequent renewal term, and such termination shall be effective on the last day of the Initial Term, or any subsequent renewal term, as applicable. This Agreement, and each of the Premium Services and Additional Services, may also be subject to early termination as otherwise provided in this Agreement. Upon termination of this Agreement, or any Premium Services or Additional Services, by Med USA, Med USA may take any action permitted by law to collect all amounts due to it pursuant to this Agreement. Termination of this Agreement shall automatically terminate the Premium Services and Additional Services, subject to the Wind Down Period.

c. Upon termination of this Agreement and payment in full of all Fees and other amounts owing to Med USA, unless such termination is for a Material Breach or a Material Change, Med USA shall, within a reasonable time after termination, either facilitate transfer or release of third-party software licenses to Provider or, deliver to Provider an electronic copy of all Accounts Receivable to the extent such accounts are included in the Med USA Licensed Program as part of Premium Services, setting forth debit and credit balances, in an industry standard electronic format. If payment in full of all Fees and other amounts owing to Med USA has not occurred, or if termination is for a Material Breach, Med USA shall have no obligation to deliver to Provider an electronic copy of all Accounts Receivable as provided in the foregoing sentence. Upon delivery of such electronic copy, or transfer or release of third-party software licenses, Provider acknowledges that Med USA shall have no further obligation of any nature to Provider with respect to Provider Content, Billing Information, Accounts Receivable, or any data included in the Med USA Licensed Program or Third-Party Licensed Program. Med USA reserves the right in its sole discretion to retain copies of Billing Information for up to ten years

d. Upon the occurrence of a Material Change, and in addition to any other rights and remedies available to Med USA, including those specifically provided for in this Agreement, Med USA may terminate this Agreement, or, at its option, only the Premium Services or Additional Services affected by the Material Change. Such termination shall be effective upon the date designated by Med USA in its notice of termination, but not less than ninety (90) days after the delivery of the notice of termination.

27. Miscellaneous Provisions.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Utah, without giving effect to any conflicts or choice of laws provisions. Provider acknowledges that by entering into this Agreement, and accepting the services provided under this Agreement, Provider has transacted business in the State of Utah. By transacting business in the State of Utah by agreement, Provider voluntarily submits and consents to, and waives any defense to the jurisdiction of courts located in Salt Lake County, State of Utah, as to all matters relating to or arising from this Agreement.

b. Attorneys’ Fees. If any action is brought by either party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees, costs, and expenses of litigation. Provider agrees to pay all costs of collection, including reasonable attorney’s fees and costs, of any amounts owing under this Agreement which are not paid when due.

c. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, unless it is reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions.

d. No Assignment. Provider agrees that it will not assign, sublicense, transfer, pledge, lease, or rent this Agreement, or any of Provider rights under this Agreement, without the prior written consent of Med USA, which may be withheld in Med USA’s sole discretion. Med USA may assign this Agreement at any time, including an assignment in connection with a merger, sale of assets, or otherwise.

e. Waiver. The waiver by either party of, or the failure of either party to take action with respect to, any breach of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in this Agreement.

f. Force Majeure. Except for the obligation to make payments, nonperformance by either party will be suspended or excused to the extent performance is rendered impossible due to Force Majeure. Neither party shall be relieved from performing any pending obligations under this Agreement when the existence of Force Majeure has been eliminated.

g. Headings; Use of Terms. The headings contained in this Agreement are for reference only and will not affect in any way the meaning of or interpretation of this Agreement. Any use of the term “including” shall be deemed to mean “including without limitation.”

h. Entire Agreement; Amendments by Med USA. This Agreement, including these Terms and Conditions, constitutes the entire agreement of the parties relative to the subject matter of this Agreement. This Agreement specifically supersedes any prior written or oral agreement between the parties relating to the subject matter of this Agreement. This Agreement is binding upon, and inures to the benefit of, and is enforceable by Med USA, Provider and their respective legal representatives, assigns and successors in interest. Med USA may unilaterally make amendments or changes to this Agreement at any time as may be necessary to comply with (i) amendments to applicable law, including statutes, regulations, or sub-regulatory guidance; (ii) any changes in ICD or CPT codes or licensing agreements; or (iii) as otherwise determined necessary by Med USA. Any such amendment or change shall not change or otherwise modify the Premium Services (except to the extent required by such applicable changes) or the Fees payable. Any such amendment or change will be implemented thirty (30) days after Med USA provides notice of such changes to Provider, unless within that 30-day period, Provider notifies Med USA of its objection to the amendment or change. If Provider objects to the amendment or change and Provider and Med USA are not able to come to an agreement on amended terms within thirty (30) days of Provider objection, Provider or Med USA shall have the right to terminate this Agreement by delivering to the other Party written notice that it is terminating the Agreement. Med USA and Provider acknowledge that they are duly authorized by appropriate corporate action to enter into this Agreement and that this Agreement is being signed by duly authorized agents. All schedules and exhibits referenced in this Agreement are incorporated into this Agreement by reference.

i. Further Assurance. Med USA and Provider agree, in good faith, to execute and deliver after the date hereof, without additional consideration, such further assurance, instruments and documents, and to take such further actions as the other may reasonably request in order to fulfill the intent of this Agreement and the relationship for services contemplated hereby.

j. Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, or joint venture, or any other form of association, for tax purposes or otherwise, between Med USA and Provider. Med USA and Provider are independent contractors of each other.

k. No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of Med USA and Provider and is not intended to benefit any third party, including any patient of Provider or any Individual Provider, except that the American Medical Association (AMA) shall be a third-party beneficiary as provided in the AMA Distribution License Agreement. No third party other than the AMA may claim any right or benefit under or seek to enforce any provision of this Agreement.

l. Injunctive Relief. The parties acknowledge that a violation of Sections 9, 10, 11, 12, 15, 17, 18, 19, 20, 22, and 23 of this Agreement shall cause irreparable injury to Med USA, and the parties agree that Med USA shall be entitled to seek temporary and preliminary injunctive relief in a court of competent jurisdiction, without the necessity of proving actual damages or posting a bond, to prevent such violation.

m. Survival. The provisions of Sections 2, 3, 4(c), 8, 10, 11, 12, 14(c), 14(f), 17, 19, 20, 21, 22, 23, 24, and 25 of this Agreement shall survive termination of this Agreement. Any and all accrued liabilities shall survive any termination or expiration of this Agreement

28. Definitions.

a. “Accounts Receivable” means the amounts outstanding and owing to Provider from patients, clients, insurers, or other third parties, for services rendered by Provider between the Effective Date and the date of termination of this Agreement.

b. “Affiliation” is defined in 42 CFR §424.502.

c. “Agreement,” for purposes of these Terms and Conditions, means the MSA together with these Terms and Conditions.

d. “Bank Account” means a bank account, or in the alternative, a lock box account, for all purposes associated with this Agreement, including, if applicable, Payment Withdrawals.

e. “Billing Information” means demographic, procedure and charge information regarding all Medical Services.

f. “Confidential Information” means procedures, business methods, and concepts proprietary to Med USA, trade secrets, and any other non-public intellectual or proprietary rights.

g. “Closure” means the closure or sale of Provider’s medical practice.

h. “Collateral” means the Accounts Receivable, exclusive of any Refundable Amounts, and all proceeds thereof.

i. “Credentialing” or “Credentialing Services” means the preparation and submission of applications and documents to Payers for participating status and acceptance of the Payer’s contractual rates based on Credentialing information provided by Provider for Credentialing.

j. “Credentialing Information” means all information necessary for Providers and Individual Providers to be credentialed, whether by Med USA or a third party, and for Med USA to provide Premium Services.

k. “Disclosable Event” is defined in 42 CFR §424.502 and applied in 42 CFR §414.519.

l. “Effective Date” shall have the meaning set forth in the MSA.

m. “End Users” employees, directors, officers, managers, members, contractors, or other individuals who may have access to the Third Party Licensed Programs.

n. “Exclusivity Breach” means a failure by Provider to timely report to Med USA all Medical Services and/or permit Med USA to exclusively bill and render accounts receivable services for all Accounts Receivable in respect to all Medical Services during the term of this Agreement, including the Wind Down Period, if applicable.

o. “Force Majeure” means causes beyond such party’s reasonable control and without negligent or willful misconduct, including, acts of God, natural disasters, terrorist acts, cyber attacks, war or other hostilities, labor disputes, civil disturbances, governmental acts, orders or regulations, third party nonperformance, or failures or fluctuations in electrical power, heat, light, air conditioning, or telecommunications equipment.

p. “Fees” shall have the meaning set forth in the MSA.

q. “Individual Provider” means an individual provider of Medical Services on Provider’s staff.

r. “Initial Term” shall have the meaning set forth in the MSA.

s. “Intellectual Property” shall mean patents (whether or not issued), copyrights, trademarks, service marks, applications for any of the foregoing, inventions, Confidential Information, trade secrets, trade dress, domain names, logos, insignia, color combinations, slogans, moral rights, right of publicity, author’s rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices business processes, developments, innovations, good will and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter come into existence, and all registrations, renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction.

t. “Material Breach” shall have the meaning set forth in Section 25 of the Terms and Conditions.

u. “Material Change” means any of the following events:

i. A breach of any representation or warranty, or protective covenant of Provider for the benefit of Med USA; or

ii. A change in legislation, applicable law, or market conditions, the effect of which, in the reasonable judgment of Med USA, is likely to materially increase the costs or Med USA’s risk of providing Premium Services, or prohibit provision of the Premium Services as then-currently provided by Med USA under this Agreement; or

iii. A material change by Provider of the fundamental aspects of its practice (such as, but not necessarily limited to, its practice location, the types of services provided, its mix of payers, quality or type of patient demographics, method of documenting services provided, etc.) or Provider’s business; or

iv. A material change (whether an increase or decrease) in the number of monthly charges for Medical Services for which Premium Services are provided; or

v. A change in other market conditions which Med USA determines, in its sole discretion, are material; or

vi. Any back-up documentation, Provider Content, or other information relating to any accounts receivable is inaccurate, incomplete, insufficient, or misleading; or

vii. Closure; or

viii. An Exclusivity Breach.

v. “Medical Services” means clinical procedures, including tests, and medical and ancillary services provided by or on behalf of Provider and Individual Providers to patients of Provider.

w. “Medical Services-Related Laws” means, collectively, all applicable federal, state, and local laws, ordinances, and regulations relating to the subject matter of this Agreement, including without limitation Medicare (42 U.S.C. § 1395 et seq.); Medicaid (42 U.S.C. § 1396 et seq.); the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the False Claims Act, the Anti-Kickback Statute (“AKS”), the Physician Self-Referral Law (“Stark law”), the Exclusion Authorities, Civil Monetary Penalties Law (“CMPL”), the Fraud Enforcement and Recovery Act of 2009, the Patient Protection and Affordable Care Act of 2010, the American Recovery and Reinvestment Act of 2009, including the Health Information Technology for Economic and Clinical Health Act, each as may be amended during the term of this Agreement from time to time.

x. “Med USA” shall have the meaning set forth in the preamble of these Terms and Conditions.

y. “Med USA Account” means a bank account controlled by Med USA.

z. “Med USA Default” means Med USA’s failure to perform any of its material obligations under this Agreement.

aa. “Med USA Licensed Program” means the computer software program made available by Med USA.

bb. “MSA” shall have the meaning set forth in the preamble of these Terms and Conditions.

cc. “Payer” or “Payers” means preferred provider panels, health maintenance organization panels of insurance companies, applicable governmental agencies, state and local agencies, private payers and their agents, and any other applicable entity for purposes of credentialing.

dd. “Payment Withdrawal” means Med USA’s authorized withdrawal of funds for payment of its invoices.

ee. “Payment Account” means a separate bank account established by Provider solely for the purposes of Payment Withdrawals.

ff. “Premium Services” shall have the meaning set forth in the MSA.

gg. “Provider” shall have the meaning set forth in the MSA.

hh. “Provider Content” means any information supplied to Med USA, or input into the Med USA Licensed Program or Third Party Licensed Program by Provider or on behalf of Provider, in connection with any services provided by Med USA under this Agreement, including, but not limited to, Billing Information, Credentialing Information, patient demographics, procedure codes, diagnosis codes, national provider identifier of provider and license information, national provider identifier of facility and license information, Provider and group legacy numbers, business licenses information, medical records, fee schedules, and proprietary Provider documents.

ii. “Recoding” means Med USA’s modification of diagnosis, modifier and/or procedure codes submitted by Provider

jj. “Refundable Amounts” means overpayments or other refundable amounts determined by Provider or Med USA (through the Premium Services or otherwise) to be amounts greater than the legitimate payment amount(s) rightfully due to Provider, and which therefore do not belong to Provider and which therefore are amounts which must be repaid either to a patient or to a payer from which Provider received payment in connection with Medical Services, including insurers, government programs or other third-party payers.

kk. “Terms and Conditions” shall have the meaning given set forth in the preamble above.

ll. “Third Party Licensed Program” means the computer software programs or applications made available by a third party software provider

mm. “Wind Down Period” shall have the meaning set forth in the MSA.