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DIRECT CARE ORGANIZATION MEMBERSHIP AGREEMENT

Pursuant to Section 624.27, Florida Statutes (2019), this DIRECT CARE ORGANIZATION MEMBERSHIP AGREEMENT (“Membership Agreement”), is entered into by and between Clinical Wellness Network, located in Florida (“Practice”) and the undersigned Patient and shall commence on the Effective Date set forth below.

This Membership Agreement will govern your use of our service. Personally identifying information is subject to our Privacy Statement, the terms of which are incorporated herein. Please review our Privacy Statement to understand our practices.

1. Membership.

Patient hereby agrees to enroll as a member in the subscription based, Direct Care Organization program. The Practice is a participating provider in the Direct Care Network program (“Membership Program”). The patient will be participating in the Membership Program beginning on the Effective Date . By being a member of the program, Patient shall be eligible to receive certain health care services described on Exhibit A (“Covered Services”), attached hereto and made a part hereof, and shall be subject to the conditions and limitations described therein. Membership in the Practice’s Membership Program includes only the Covered Services specifically described in Exhibit A. The Practice may add or discontinue Covered Services at any time, as it may choose in its sole discretion. The Practice shall provide at least sixty (60) days’ advance written notice upon any change to the Covered Services listed in Exhibit A to the Direct Care Organization which shall then provide notice to Patient.

2. Membership Fees.

Patient agrees to pay a subscription fee (“Membership Fee”) in accordance with the schedule attached hereto as Exhibit B and made a part hereof (“Membership Fee Schedule”). Any fees or charges that are not included in the Membership Fee (i.e. fees for non-covered services) shall be due by the Patient before time of service.

2.1 Changes to Membership Fee Schedule.

The Direct Care Organization may amend the Membership Fee Schedule only with the express written agreement of Practice. The Direct Care Organization shall provide Patient with at least sixty (60) days’ advance written notice of any changes to the Membership Fee Schedule.

3. Non-Covered Services.

Patient understands and acknowledges that Patient is responsible for any charges incurred for health care services performed outside of the physical office space location as set forth above, including, but not limited to, emergency room visits, hospital and specialist care, and imaging and lab tests performed by third parties. Patient shall also be responsible for any charges incurred for health care services provided by the Practice but not specifically described in Section 1 hereof.

THE PRACTICE STRONGLY ENCOURAGES THE PATIENT TO MAINTAIN HEALTH INSURANCE DURING THE TERM OF THIS MEMBERSHIP AGREEMENT TO COVER SERVICES THAT ARE NOT PROVIDED UNDER THIS MEMBERSHIP AGREEMENT. PATIENT SHOULD PURCHASE HEALTH INSURANCE TO COVER, AT MINIMUM, UNPREDICTABLE AND CATASTROPHIC EXPENSES.

4. Not Insurance.

PATIENT ACKNOWLEDGES AND UNDERSTANDS THAT THIS MEMBERSHIP AGREEMENT OR MEMBERSHIP IN THE PRACTICE DOES NOT PROVIDE COMPREHENSIVE HEALTH INSURANCE COVERAGE, IT IS NOT A CONTRACT OF INSURANCE, AND IS NOT REGULATED BY THE INSURANCE LAWS OF FLORIDA.

4.1. Insurance Claims.

Patient acknowledges and understands that the Practice will not bill insurance carriers on Patient’s behalf for Covered Services described in Section 1 hereof and provided to Patient. Further, the Practice shall not bill any health care plan of which the Patient may be a subscriber or beneficiary for Membership Fees due and owing to the Practice under this Membership Agreement. Patient shall not submit claims or bills to any insurance company or health care plan seeking reimbursement for any services provided under this Membership Agreement or for the reimbursement of Membership Fees set forth herein. The Patient acknowledges that if services are performed at the Practice outside of what is covered under this Membership Agreement as described in Section 1 hereof, the Practice reserves the right to bill insurance carriers and the patient may have a responsibility in the form of copay, deductible, or coinsurance.

4.2. Tax-Advantaged Medical Savings Accounts.

As of the date hereof, it is unlikely that the Membership Fees described in Section 2 constitute eligible medical expenses that are payable or reimbursable using a tax-advantaged savings account such as a health savings account (“HSA”), medical savings account (“MSA”), flexible spending arrangement (“FSA”), health reimbursement arrangement (“HRA”), or other health plans similar thereto (collectively referred to as a “tax-advantaged savings account”). Every health plan is uniquely different. Patient should consult with their health benefits advisor regarding whether Membership Fees may be paid using funds contained in Patient’s tax-advantaged savings account, as may be applicable. If a patient chooses to self-pay for services not covered under this Membership Agreement (“non-covered services”), the patient may choose to pay for non-covered services using a Tax-Advantaged Medical Savings Account.

4.3. High Deductible Health Plans.

Because the Practice and the Patient are prohibited from submitting claims or bills to health care plans, Membership Fees incurred pursuant to this Agreement shall not be counted toward any deductible Patient may have under a high deductible health plan.

4.4. Medicare.

Patients that are covered by Medicare are not allowed by federal law to enter into a direct primary care agreement with a physician for services that are covered by Medicare. If a service is not covered by Medicare and Medicare does not require that service to be billed to Medicare, that service may be provided pursuant to a direct primary care agreement. Patient acknowledges and understands that he/she is not eligible to participate in the Direct Care Organization program if he/she is a Medicare beneficiary. If patient receives services from the Practice directly and not through this Membership Agreement, Practice shall bill Medicare on behalf of patient.

5. Termination.

Termination of this Membership Agreement shall cause the termination of Patient’s membership in the Membership Program described herein.

5.1. Termination By Practice.

The Practice may terminate this Membership Agreement upon providing Patient with at least thirty (30) days’ advance written notice delivered via U.S. Certified Mail or hand delivery to Patient’s address set forth herein. Such termination shall be effective on the last day of the calendar month following the notice of termination. The Patient-Practice relationship may continue notwithstanding termination of this Membership Agreement should both Patient and Practice agree to a continued relationship; however, Patient or Patient’s health care plan shall be financially responsible for all services rendered subsequent to termination of this Membership Agreement. If upon termination, the Patient decides to leave the Practice, the Practice shall cooperate in the transfer of the Patient’s records to the Patient’s new physician upon the Patient’s written request.

5.2. Termination by Patient.

Patient acknowledges entry into this Membership Agreement voluntarily and will be automatically renewed monthly until the Patient or Practice terminates the membership. Such termination shall be effective on the last day of the current membership eligibility period following the notice of termination. Patient’s notice of termination shall be posted to the online LIN system so the Practice may have timely access to such notice of termination. Membership Fees shall not be pro-rated for any month. Monthly Membership Fees will continue to accrue until the termination is effective.

5.3. Termination For Cause.

Either party may terminate this Membership Agreement immediately if there is a violation of the physician-patient relationship or a breach of the terms of this Agreement.

5.4. Refund If Service Terminates.

If, for any reason, this Membership Agreement should be terminated, including Practice ceasing to offer services described in Section 1, then Practice shall refund any monthly fees paid in advance by Patient, for the month(s) following when termination is effective.

6. Reinstatment After Termination.

Once the membership is terminated, there lwill be a six month waiting period before the membership can be reinstated.

7. Indemnification.

Patient agrees to indemnify and to hold the Practice and its members, officers, directors, agents, and employees harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including interest, penalties, attorney fees, etc. which are imposed upon or incurred by the Practice as a result of the Patient’s breach of any of Patient’s obligations under this Direct Care Agreement.

8. Entire Agreement.
This Membership Agreement constitutes the entire understanding between the parties hereto relating to the matters herein contained and shall not be modified or amended except in a writing signed by both parties hereto.

9. Waiver.

The waiver of either the Practice or Patient of a breach of any provisions of this Membership Agreement must be in writing and signed by the waiving party to be effective and shall not operate or be construed as a waiver of any subsequent breach by either the Practice or Patient.

10. Change Of Law.

If there is a change of any law, regulation or rule, federal, state or local, which affects this Membership Agreement, any terms or conditions incorporated by reference in this Membership Agreement, the activities of the Practice under this Membership Agreement, or any change in the judicial or administrative interpretation of any such law, regulation or rule, and the Practice reasonably believes in good faith that the change will have a substantial adverse effect on the Practice’s rights, obligations or operations associated with this Membership Agreement, then the Practice may, upon written notice, require the Patient to enter into good faith negotiations to renegotiate the terms of this Membership Agreement. If the parties are unable to reach an agreement concerning the modification of this Membership Agreement within thirty (30) days after the effective date of change, then either party may immediately terminate this Membership Agreement by written notice to the other party.

11. Governing Law.

This Agreement and the rights and obligations of the Practice and Patient hereunder shall be construed and enforced pursuant to the laws of the State of Florida.

12. Assignment/Binding Effect.

This Membership Agreement shall be binding upon and shall inure to the benefit of both the Practice and Patient and their respective successors, heirs and legal representatives. Neither this Membership Agreement, nor any rights hereunder, may be assigned by the Patient without the written consent of the Practice.

THIS MEMBERSHIP AGREEMENT IS NOT HEALTH INSURANCE AND THE HEALTH CARE PROVIDER WILL NOT FILE ANY CLAIMS AGAINST PATIENT’S HEALTH INSURANCE POLICY OR PLAN FOR REIMBURSEMENT OF ANY OF THE HEALTH CARE SERVICES COVERED BY THIS AGREEMENT.

THIS AGREEMENT DOES NOT QUALIFY AS MINIMUM ESSENTIAL COVERAGE TO SATISFY THE INDIVIDUAL SHARED RESPONSIBILITY PROVISION OF THE PATIENT PROTECTION AND AFFORDABLE CARE ACT, 26 U.S.C. s. 5000A. THIS AGREEMENT IS NOT WORKERS’ COMPENSATION INSURANCE AND DOES NOT REPLACE AN EMPLOYER’S OBLIGATIONS UNDER CHAPTER 440, FLORIDA STATUTES (WORKERS’ COMPENSATION LAW).

Last Updated: February 28, 2020