Terms & Conditions

GREENWAY CHAMPIONS
ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement (this “Agreement”) is made and entered into as of the date You as the participant agree to the terms and conditions of this Agreement in the Program Hub, as such term is defined below (the “Effective Date”), by and between You and Greenway Health, LLC, (“Greenway”).  You and Greenway are referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, Greenway presently owns and operates electronic health record and practice management software products and provides related services (“Solutions”) to be utilized by its customers to more efficiently operate a patient-driven healthcare practice; and

WHEREAS, Greenway operates Greenway Champions (the “Program”) to engage its customers and business partners in the provision of certain administrative services that allow Greenway to develop, enhance, improve, and market its Solutions; and

WHEREAS, You have first-hand knowledge of the Solutions and are willing and able to provide the administrative services Greenway requires to effectively operate its business; and

NOW, THEREFORE, the Parties, in consideration of the mutual promises and covenants set forth below, mutually hereto agree as follows:

1.  PROVISION OF SERVICES AND MUTUAL AGREEMENTS

  1. You shall provide the Services to Greenway as specified herein. 
  2. Greenway shall provide complete and accurate information to You as appropriate and necessary to provide the Services (as defined below).

2. Description of services

From time to time, Greenway will determine a need for certain services or feedback (“Challenges”) from You.  A list of potential Challenges that the You may provide to Greenway is attached hereto as Attachment A.  This list of Challenges will change from time to time.  Any new Challenges for which you are eligible to provide will be make available to you on the Program Hub described below.

3.  PROCESS OF PERFORMING THE CHALLENGES

  1. You shall join the online solution for tracking Program participation activities in the Program through the link provided by Greenway (the “Program Hub”).
  2. You shall monitor the Program Hub to identify available activities in which You wish to participate.
  3. Upon Greenway’s determination that Greenway has a business need for You to participate in a Challenge, You may elect to perform such services for Greenway listed in the Program Hub (the “Selected Challenges”). You shall commit to providing the Selected Challenge in the Program Hub and follow instructions therein on the performance of such Selected Challenge.
  4.  Following Your performance of the Selected Challenge, in order to receive Program Points You must complete the Activity Verification Form through the Program Hub within sixty (60) days of completing the Selected Challenge.  You recognize that You shall not receive Program Points for the performance of the Selected Challenge unless and until the Activity Verification Form is completed in full, submitted, and accepted by Greenway.
  5. You understand and acknowledge that Greenway requires Your personal, honest and candid comments when performing the Selected Challenge.  Greenway has not and will not direct or instruct You as to the content that may be delivered by You when performing the Selected Challenge.
  6. You shall disclose Your receipt of the Program Points as compensation whenever required by applicable law or regulation.

3. Greenway PROGRAM Points

  1. You possess certain first-hand knowledge of the Solutions that is unique to users of the Solutions.  This first-hand knowledge helps Greenway develop, enhance, improve, and market its Solutions.  Your time is valuable.  Therefore, in exchange for the Services provided by You to Greenway, Greenway has developed the Program that provides participants with Program Points in an amount determined by the fair market value of the Selected Challenge (the “Program Points”).  The provision of Program Points shall not take into account any referrals or business You generate for Greenway.
  2. Following Your performance of the Selected Challenge, and completion of the Activity Verification Form within sixty (60) days of completion of the Selected Challenge and Greenway’s acceptance of the Activity Verification Form, You shall receive the corresponding number Program Points.  You may then exchange such Program Points for a number of items and services as set forth in the Program Hub. 
  3. The Program Points You receive pursuant to this Agreement are intended to represent the reasonable fair market value, as determined in an arms-length transaction, for the time and effort You spend providing the Selected Challenge to Greenway.
  4. The Services as contemplated in this Agreement do not and will not exceed those that are reasonably necessary to accomplish the commercially reasonable business purposes of Greenway.
  5. Greenway obtained a fair market valuation, dated October 5, 2021.  Pursuant to this valuation, Greenway has determined that the fair market value of the Services to be provided by You shall be $44.00 per hour.  One hour of Your time shall equal 1,500 Program Points with each Program Point being worth $00.03. Greenway’s counsel with AKS expertise has the authority to limit the amount of Program Points awarded for any particular Challenge Activity in his/her sole discretion.
  6. You shall be eligible to earn a maximum of 100,000 Program Points per calendar year; however, Greenway has the authority to grant exceptions to this limit, including reductions and increases to the limit on a case-by-case basis in its sole discretion.  Once the annual Program Points limit is reached, You may participate in additional Challenges but You will not be awarded Program Points for such activities.  Certain Challenges will have limitations on the total number of Program Points that can be earned.  Program Points expire at the end of each calendar year unless redeemed within sixty (60) days following December 31.
  7. Program Points are transferable only to other employees in Your practice upon submission of a request to Greenway along with the business justification for the transfer.  Greenway has discretion to not allow the Program Point transfer.  A transfer of Program Points will not increase the overall amount of Program Points that you can earn each year.
  8. You will be able to redeem your Program Points for eligible rewards (“Rewards”), a list of which will be available on the Program Hub.  Greenway may change the list of Rewards at any time and can place other limitations on the Rewards such as restricting the volume of items that can be redeemed in its sole discretion. All Program Point redemptions must be completed within sixty (60) days of December 31 for each year at which time all Program Points for the prior year will expire.
  9. You shall be responsible for reporting and payment of all applicable taxes under this Agreement.

5.   Anti-KICKBACK STATUTE COMPLIANCE

  1. This Agreement is intended to comply with 42 U.S.C. Section 1320a-7b, commonly referred to as the Anti-Kickback Statute. 
  2. No provision of this Agreement shall be construed to induce or encourage the referral, recommendation or the purchase of healthcare services or items payable by any plan or program providing healthcare benefits, whether directly through insurance or otherwise, that is funded directly, in whole or part, by the United States Government (other than the Federal Employees Health Benefits Program), or any State health care program including, but not limited to, Medicare, Medicaid, Tricare, or the Veterans programs (collectively the “Federal Health Care Programs”).  Further, there is no requirement under this Agreement that You refer any other person or entity for the provision of healthcare services or items to Greenway.  

6.   Term AND TERMINATION

  1. This Agreement shall commence on the Effective Date and shall continue for a term of one year (the “Initial Term”).  This Agreement shall be renewed automatically for additional one-year terms unless otherwise terminated herein (each referred to as a “Renewal Term” and the Initial Term and any Renewal Term are collectively referred to herein as the “Term”).  
  2. This Agreement may be terminated effective immediately upon written notice by either party.  The Parties agree that should this Agreement be terminated prior to the end of the Initial Term the Parties shall not enter into the same or substantially similar arrangement for a period of one year following the Effective Date.

6.         Representations and Warranties

You and Greenway represent and warrant to one another that:

  1. Each has all requisite power and authority to carry on its business as proposed to be conducted as set forth in this Agreement.
  2. All actions necessary for the authorization, execution, delivery, and performance of all obligations under this Agreement have been taken by each Party. This Agreement, when executed and delivered, shall constitute a valid and legally binding obligation of such Party enforceable in accordance with its terms.
  3. The execution, delivery, and performance of this Agreement will not result in any violation of any provision of any other instrument or agreement nor will it conflict with or constitute a default under any other instrument or agreement.

7.   CONFIDENTIALITY

  1. Each Party recognizes and acknowledges that, by virtue of entering into this Agreement and performing their respective obligations hereunder, each Party may have access to certain information of the other Party that is confidential and constitutes proprietary, valuable, special and unique property of the other Party. The Parties agree that they shall not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy or permit to be copied, without the express prior written consent of the other Party whose confidential information is so disclosed or used, except pursuant to the performance of such Party’s duties hereunder, any confidential or proprietary information of the other Party, including, but not limited to, information which concerns patients, costs, methods of operation or marketing, and which is not otherwise available to the public.
  2. Except for disclosure to a Party’s legal counsel, accountants or financial advisors, neither Party shall disclose the terms of this Agreement to any person who is not a Party or signatory, unless disclosure thereof is required by law or otherwise authorized by this Agreement or consented to in writing by the other Party. Unauthorized disclosure of the terms of this Agreement shall be a material breach of this Agreement.
  3. The provisions of this Article shall survive expiration or other termination of this Agreement, regardless of the cause of such termination.

8.   INDEMNIFICATION

  1. You shall defend and indemnify Greenway and the directors, officers, employees, agents, affiliates, successors and assigns of Greenway (each of the foregoing being hereinafter referred to individually as a “Greenway Indemnified Party”), from and against any and all losses, liabilities, damages, actions, costs, and expenses (including reasonable attorneys’ fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties) (collectively referred to as “Losses”) arising out of or resulting from any claim, demand, charge, action, cause of action, or other proceeding asserted by any third party against the Greenway Indemnified Party arising from or in connection with the performance of the Services under this Agreement, except to the extent it is determined by a court of competent jurisdiction that a proximate cause of the Losses was the negligent or willful act or omission of Greenway or a Greenway employee, officer, director, agent or affiliate. Your obligation to indemnify any Greenway Indemnified Party will survive the expiration or termination of this Agreement by either Party for any reason.
  2. Greenway shall defend and indemnify You from and against any and all Losses arising out of or resulting from any claim, demand, charge, action, cause of action, or other proceeding asserted by any third party against You arising from or in connection with the performance of Greenway’s duties and obligations under this Agreement, except to the extent it is determined by a court of competent jurisdiction that a proximate cause of the Losses was Your negligent or willful act or omission. Greenway’s obligation to indemnify You will survive the expiration or termination of this Agreement by either Party for any reason.

9.   MISCELLANEOUS

  1. Waiver.  One or more waivers of any covenant or condition by either Party shall not be construed as waiver of a subsequent breach of the same covenant or condition, and the consent or approval by either Party to any act by either Party requiring either Party’s consent or approval shall not be deemed to waive or render unnecessary the other Party’s consent or approval to any subsequent similar act by the other Party.
  2. Assignability.  Greenway may assign its rights, interest and obligations in this Agreement without Your prior written consent.  You may assign your rights, interests and obligations under this Agreement, with the exception of Program Points which are not assignable or transferable, to your employer during Your participation in the Program
  3. Relationship of the Parties.  You and Greenway are separate legal entities and shall maintain their separate legal existence and their independent authority and responsibilities for their respective missions, programs, personnel, facilities, and other resources during the Term.  The relationship between the Parties pursuant to this Agreement is that of independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, association, employment, or agency relationship between the Parties.
  4. Entire Agreement.  This Agreement hereto constitutes the entire agreement of the Parties regarding the subject matter hereof.  All prior agreements, statements or representations between the Parties and their agents and/or employees, whether written or oral, are expressly merged herein and if not contained in this Agreement shall be of no force or effect.
  5. Amendments.  This Agreement shall not be modified, changed, or discharged whatsoever, other than by an agreement in writing executed by both Parties. 
  6. Partial Invalidity.  If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of the Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those to which it is held invalid or unenforceable shall remain in remain in full force and effect.
  7. Governing Law; Venue.  This Agreement shall be governed by and construed under and the rights of the Parties determined in accordance with the Laws of the State of Florida (without regard to any choice of law rules that would result in the application of the laws of any other jurisdiction).  In the event of any action or proceeding arising out of or relating to this Agreement, each Party hereby agrees to file such action or pleading solely in a state court located in Hillsborough County, Florida, and each Party waives any right to object to such venue as an inconvenient forum.
  8. Waiver of Jury Trial.  Each Party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
  9. Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original and together will constitute one and the same agreement, with one counterpart being delivered to each party hereto.
  10. Force Majeure.  If either party is delayed or prevented from fulfilling any of its obligations under this Agreement, other than the obligation relating to the provision of Program Points set forth in Section 5, by force majeure, such Party shall not be liable under this Agreement for the delay or failure.  For purposes hereof, “force majeure” means any cause beyond the reasonable control of a Party, including but not limited to an act of God, act or omission of civil or military authorities of a state or nation, fire, strike, flood, riot, war, delay of transportation, or inability due to any of these causes to obtain necessary labor, materials or facilities.
  11. Captions; Headings.  The captions and headings contained herein have been inserted for the convenience of the Parties and shall not be construed as part of, or modifying any provisions of, this Agreement.
  12. Notices.  All notices, requests, consents and other communications required or permitted hereunder will be in writing and will be deemed given: (i) when delivered to the address on file in the Program Hub if delivered personally (including by courier), via email, or electronically through the Program Hub; (ii) on the third day after mailing, if mailed, postage prepaid, by registered or certified mail (return receipt requested) to the address on file in the Program Hub; or (iii) on the day after mailing if sent by a nationally recognized overnight delivery service that maintains records of the time, place, and recipient of delivery.


ATTACHMENT A

EXAMPLES OF CHALLENGES