5J Membership Agreement

Add YMEMBERSHIP AGREEMENT This Membership Agreement (the “Agreement”) is made as of the date set forth on the signature page hereof (the “Effective Date”) between the undersigned member(s) (each of whom shall be referred to herein as the “Member”) and Five Journeys, LLC (“Company”). 1. Membership Benefits and Professional Services. a. In consideration of the Membership Fee (as defined below), Company agrees (i) to provide the Member with the membership benefits listed on Schedule 1 (the “Membership Benefits”) and (ii) to contract with Five Journeys, PC, a Massachusetts professional corporation (the “PC” or “Five Journeys”) to arrange for PC Practitioners (as defined below) to provide the professional services listed on Schedule 2 attached hereto and made a part hereof (the “Professional Services”). No amount paid by Member hereunder is for medical services covered by Member’s insurer. Member acknowledges that certain of the Membership Benefits provided to Member may carry additional charges, as described on Schedules 1 and 2 (“Additional Membership Benefit Fees”) and Member agrees to pay such Additional Membership Benefit Fees promptly upon invoicing. b. Upon prior written notice to the Member, Company may add additional Membership Benefits to Schedule 1 and/or amend the Professional Services listed on Schedule 2, in either case subject to such additional fees and/or terms and conditions as may be set forth on Schedule 1 or Schedule 2, as so amended. c. Member acknowledges that the Membership Benefits are not services that are covered by insurance, and are not reimbursable by Member’s insurer or other health plan. Member agrees to bear the financial responsibility for the Membership Fee and any applicable Additional Membership Benefit Fees, and agrees not to submit to Member’s insurer or other health plan any bill, invoice or claim for payment or reimbursement of such Membership Fee or Additional Membership Benefit Fees, or for payment of any Membership Benefits. Member further understands that Company does not provide any medical, clinical, diagnostic or therapeutic service. If a Company Membership Benefit involves a service that can only be performed by a licensed practitioner, that service will be provided by the PC through one of its employees or independent contractors (“PC Practitioners”). The PC will separately charge the Member for the PC Practitioners’ medical, clinical, diagnostic or therapeutic services, and the Member may seek payment or reimbursement from the Member’s insurer or health plan for any such service to the extent covered by the Member’s insurer or health plan. In addition, Member understands that this Agreement is a service contract, and not a contract for insurance. 2. Functional Medicine; Designated Primary Care Physician. a. The Member understands and agrees that PC and the PC Practitioners use Functional Medicine in their care of patients. b. Member wishes to designate the PC Practitioner identified opposite the Member’s name on the signature page below as his/her designated physician at Five Journeys. c. The Member understands and acknowledges that Physician may not be available from time to time and may designate a covering PC Practitioner or other licensed medical professional familiar with Member’s medical history and course of care to attend to Member’s primary care medical care needs (if indicated) from time to time. d. The term “Physician,” as used throughout the Agreement and the Schedules attached hereto, covers such PC Practitioner or other designated licensed medical professional. 3. Term. Unless earlier terminated as set forth below, this Agreement shall commence on the Effective Date and continue for one month, and shall automatically renew on a month-to-month basis (each, a “Month”). 4. Membership Fee. The Member has, contemporaneously with the execution of this Agreement, paid the monthly membership fee (the “Membership Fee”) to Company in the amount set forth on the signature page hereof. The Membership Fee for each Month shall be paid prior to the first day of that Month. Company may, by notice to the Member, adjust the Membership Fee amount. Company may also, by notice to the Member, provide the Member with the opportunity to pay an annual Membership Fee (in which case this Agreement shall renew annually rather than monthly, and the term of this Agreement shall be a Year rather than a Month). Company will bill the Member for the Membership Fee in advance of each Month (or Year, as relevant), and the Member agrees to pay the invoiced Membership Fee prior to the first day of that Month (or Year, as relevant). Failure to pay the invoiced Membership Fee in a timely manner may result in termination of this Agreement, which would also terminate the Member’s ability to access professional services from the PC. 5. Member Consent and Authorization. The Member understands that for the PC, Designated Physician and other PC Practitioners to provide the Company with access to the Member’s protected health information or “PHI” (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, or “HIPAA”), the Member must sign a HIPAA-compliant authorization form. The Member agrees to, contemporaneously with the execution of this Agreement, sign the PC’s usual and customary authorization form. 6. Electronic Communications. The Member agrees to comply with all applicable law and with Company and PC policies, including those related to electronic communications. Neither Company, the PC nor any PC Practitioner shall be liable to the Member for any loss, cost, injury or expense caused by, or resulting from: (i) a delay in response to the Member due to technical failures, including, but not limited to, technical failures attributable to the PC’s, PC Practitioner’s, or Company’s internet service provider, power outages, failure of the PC’s, PC Practitioner’s, or Company’s electronic messaging software, failure by Company, a PC Practitioner or the Member to properly address electronic messages, failure of the PC’s, PC Practitioner’s, or Company’s computers or computer network, or faulty telephone or cable data transmission; (ii) any interception of electronic communications by a third party; or (iii) Member’s failure to comply with the guidelines regarding use of Company’s or PC’s communications services as set forth in this paragraph, above. 7. Termination. Member or Company may terminate this Agreement at any time upon prior written notice to the other party, and the effective date of termination shall be the first to occur of: (i) thirty days from the date of notice; or (ii) the last day of the Month (or Year) through which Membership Fees have been paid; provided that Member shall in no event be entitled to a refund of any portion of the Membership Fees previously paid by the Member. 8. Notices. Any communication required or permitted to be sent under this Agreement shall be in writing and sent via facsimile, via recognized overnight courier, or via certified mail, return receipt requested, to the addresses set forth on the signature page. Any change in address shall be communicated to the other parties in accordance with the provisions of this paragraph. 9. Practice of Medicine. Company does not engage in the practice of medicine or provide any diagnostic, therapeutic or clinical services. To the extent that any act or service required or permitted to be rendered by Company by any provision of this Agreement may be construed or deemed to constitute the practice of medicine (as that term may be defined under the laws of the Commonwealth of Massachusetts from time to time), said provision of this Agreement shall be void ab initio and the performance of said act or service by Company shall be deemed waived by the Member. 10. Independent Medical Judgment. Each PC Practitioner retains full and free discretion to exercise his/her professional medical judgment on behalf of the Member, and nothing in this Agreement shall be deemed or construed to influence or affect a PC Practitioner’s independent medical judgment on behalf of the Member. 11. Change of Law. If there is a change of any law, regulation or rule, state or federal, which affects this Agreement or the activities of either party under this Agreement, or any change in the judicial or administrative interpretation of any such law, regulation or rule, and either party reasonably believes in good faith that the change will have a substantial adverse effect on that party’s rights or obligations under this Agreement, then that party may, upon written notice, require the other party to enter into good faith negotiations to renegotiate the terms of this Agreement. If the parties are unable to reach an agreement concerning the modification of this Agreement within the earlier of forty-five (45) days after the date of the notice seeking renegotiation or the effective date of the change, or if the change is effective immediately, then either party may immediately terminate this Agreement by written notice to the other party. 12. Miscellaneous. This Agreement shall be governed and interpreted in accordance with, and the rights of the parties shall be determined by, the laws of the Commonwealth of Massachusetts. This Agreement may be executed in more than one counterpart, and each executed counterpart shall be considered as the original. Each of the parties agrees that it shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term of this Agreement. If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. No amendment, supplement or termination of this Agreement shall affect or impair any rights or obligations which shall have theretofore matured hereunder. All references made and pronouns used herein shall be construed in the singular or plural, and in such gender, as the sense and circumstances require. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, executors and administrators. Neither party may assign this Agreement without the prior written approval of the other party. The covenants contained herein that contemplate performance after termination or expiration of this Agreement shall survive any termination or expiration of this Agreement. 13. Entire Agreement; Amendment. The parties certify that this instrument contains the entire agreement of the parties and revokes any currently existing agreements between the parties regarding the subject matter hereof. The parties further certify that there have been no additional incentives or benefits offered or provided in connection with this transaction. Furthermore, except as expressly provided herein, this Agreement shall not be affected by reference to any other documents. This Agreement may not be changed orally, and may only be amended by an agreement in writing signed by the parties hereto. IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the __ day of ___________, 20__ (the “Effective Date”). MEMBER’S SIGNATURE: Printed Name: Address: Email Address: __________________________________________________________ Telephone Number: Fax Number: FIVE JOURNEYS, LLC By: Wendie Trubow, M.D., President Monthly Membership Fee(s): (Check All That Are Applicable) x Member Identified Above: $99/month □ Second Family Member : $74/month Second Member’s Signature:_____________________ Printed Name : □ Third Family Member: $56/month Third Member’s Signature:_____________________ Printed Name: □ Fourth Family Member: $42/month Fourth Member’s Signature:_____________________ Printed Name: □ Fifth Family Member: No Additional Fee Fifth Member’s Signature:_____________________ Printed Name: □ Sixth Family Member: No Additional Fee Sixth Member’s Signature:_____________________ Printed Name: ______Five Journeys Initials Designated Physician : __________________________ ______Member’s Initials SCHEDULE 1 FIVE JOURNEYS MEMBERSHIP BENEFITS 1. Extended Patient Appointments. Company will contract with the PC to arrange for the Member to be able to elect to have 30-minute appointments with PC Practitioners and 60-minute annual physical appointments with Designated Physician (or longer, in the discretion of PC Practitioners), regardless of medical necessity. 2. Extended Appointment Hours. Company will contract with PC to arrange for the Member to be able to schedule appointments during extended appointment hours. 3. Minimal Wait Times. Company will contract with the PC to arrange for PC Practitioners to use their best efforts to be available to the Member at the time of a scheduled appointment, with no waiting time, unless PC Practitioner is attending to a medical emergency. 4. Office Amenities. Members will have access to a comfortable, well-appointed waiting area with free internet access and educational materials. 5. Panel Limits. Company will contract with the PC to employ PC Practitioners who agree to limit the size of their Company-affiliated practices to approximately 650 patients, and to provide the Professional Services described on Schedule 2. 6. Prescription Facilitation. For patient convenience, Company will, at Member’s request, arrange for mail or home delivery of initial prescriptions. Company will also provide Members with access to a web-based prescription refill program allowing communication with the Member’s pharmacy regarding prescription refills. 7. Referrals/Specialty Care Coordination. Company will contract with PC to arrange for PC Practitioners to coordinate specialty care provided to Member to the extent reasonably feasible. 8. Same Day/Next Day Appointments. The Company will contract with the PC to arrange for the Member to be able to make same-day (or, where appropriate, next business day) appointments to see a PC Practitioner, including appointments for non-urgent care, regardless of medical necessity. 9. Secure Electronic Medical Record. The Company will contract with the PC to maintain a secure electronic medical record for each Member, and to provide each Member with secure access to his/her record, upon request. 10. Health Coaching. Company will arrange for the provision of health coaching services, which will be provided to Member on a fee-for-service basis. Company may offer additional wellness services on a fee-for-service basis as well. SCHEDULE 2 FIVE JOURNEYS PROFESSIONAL SERVICES PROVIDED BY DESIGNATED PHYSICIAN AND OTHER PC PRACTITIONERS 1. Extended Patient Appointments. Each annual physical appointment with Designated Physician will be, at the Member’s election, 60 minutes (or longer in the discretion of Designated Physician), regardless of medical necessity. Each other appointment with a PC Practitioner will be, at the Member’s election, 30 minutes (or longer in the discretion of the PC Practitioner), regardless of medical necessity. 2. Extended Appointment Hours. PC will make PC Practitioners available for scheduled appointments during extended appointment hours. 3. Minimal Wait Times. PC Practitioners will use their best efforts to be available to the Member at the time of a scheduled appointment, with no waiting time, unless PC Practitioner is attending to a medical emergency. 4. Panel Limits. PC Practitioners will limit the size of their Company-affiliated practices to approximately ¬¬-650 patients, and will provide the Professional Services described on this Schedule 2. 5. Referrals/Specialty Care Coordination. PC Practitioners will coordinate specialty care provided to Member to the extent reasonably feasible. 6. Same Day/Next Day Appointments. The Member will be able to make same day (or, where appropriate, next business day) appointments to see a PC Practitioner, including appointments for non-urgent care, regardless of medical necessity. 7. Secure Electronic Medical Record. PC will assist the Company with the maintenance of a secure electronic medical record for each Member, and will provide each Member with secure access to his/her record.our Heading Text Here