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Effective December 10, 2020

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Community Center Medical Clinic Partnership Agreement

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a) Establish a community center-based medical clinic, which will serve the uninsured, underserved, and underinsured community members and neighbors;

b) Clinic visits shall be free of cost to patients; it is the patient's responsibility to pay for their own prescription from the choice of their pharmacy, pay for their lab orders, and pay for their specialist visits if referrals are made;

c) Facilitate community-based medical students to shadow physicians and give other students the opportunity to volunteer in the medical field;

d) Support and promote volunteers interested in the healthcare field, including providing reference letters to support volunteers who volunteered eighty (80) hours or more to support in their educational and career development;

e) If Partner desires to expand primary care medical clinic scope to dental, behavioral health, or any other healthcare area, the scope of such expansion must be mutually agreed upon, in writing, by Partner and EHS beforehand.

f) Clinic Signage: All clinics are required to display signage outside the clinic facility in a visible location that includes the Eixsys Healthcare System logo and basic information about the managing entity and the operating entity. Partner and EHS will coordinate on specifics.

g) Organizational Chart Display: Each clinic must prominently display an organizational chart inside the facility. This chart must feature Eixsys's founder, executive director, and board president with accompanying photographs, placed at the top of the chart. Partner may choose to display a similar chart with their leadership structure.

h) EHS Events: All clinic partners are expected to attend EHS events, such as but not inclusive of, award galas, industry events and functions that advance the mission and vision of EHS, as part of continued engagement and recognition within the Eixsys network. EHS leadership will coordinate with Partner for advanced notice prior to each event.

i) Supplies and Uniforms: All clinic supplies and equipment must be ordered through the practice management system to control spending and accountability. EHS approved scrubs and exam coats are expected to be worn by all clinic volunteers and staff.

j) Book Distribution: Clinics must purchase (at cost) and keep on-site a book authored by our founder. Clinics are encouraged to recommend the book to patients. 100% of the sales profit from the book remains with the clinic partner.

a) HIPAA Compliance administration and training to Partner and volunteers;

b) Manage and maintain medical records, patient scheduling, patient intake, telemedical solutions, and volunteer enrollment and scheduling solution;

c) Work with Partner to coordinate medical provider credentialing and enrolling all credentialed medical providers with HRSA.gov to acquire malpractice insurance for all licensed medical providers;

d) Provide HIPAA compliant data hosting to keep provider, volunteer, and patient data secure;

e) Find sponsorship or conduct fundraisers to pay for expenses related to EHS Roles and Responsibilities. Estimated minimum expenses are defined in Attachment A, which may fluctuate based on clinic days and hours; and

f) Take liability of operations to run clinic under HIPAA and OSHA guidelines.

a) Recruit volunteer (medical and administrative) staff or be prepared to hire paid staff, for the following roles:

b) Provide EHS with contact information of designated Medical Director and designated Clinic Manager. Medical Directors must be physicians. These two individuals will be registered with HRSA;

c) Purchase basic medical equipment and supplies, including but not limited to computers, examination bed, scales, otoscope, blood pressure monitor, stethoscopes, medical carts and protective equipment;

d) Secure a carpet-free, medical facility to operate Clinic with full patient privacy capabilities, in accordance with HIPAA regulations;

e) Maintain a clean and safe facility at all times, in compliance with OSHA regulations;

f) Avoid using clinic operations technology solution other than those provided by EHS;

g) The Compliance Officer must manage the clinic user roles in accordance with the free clinic practice management system provided by EHS;

h) Develop a webpage and list clinic hours, services provided, volunteer opportunities, list key staff and patient scheduling;

i) Redirect to EHS any local specialists that reach out to offer services for evaluation of suitability;

j) Redirect to EHS any entity that wishes to become a partner, including but not limited to local, state and federal government organizations, non-profits and/or corporations;

k) Partner shall not allow to be present volunteers of any other organization or the promotion of any other organization while clinic is in progress;

l) Taking patient pictures, videos, or any form of images, that are not medically required, are prohibited. EHS strictly abides by federal laws related to patient privacy;

m) Promote EHS events, including but not limited to health fairs, health education workshop, and fundraising galas, to Partner's congregation and representatives where feasible;

n) Encourage patients to donate to the clinic operations, if they are financially able.

o) If Partner chooses, conduct fundraising campaigns to cover the ongoing cost of maintaining Partner's portion of clinic operational expenses. Estimated minimum expenses are defined in Attachment A, which may fluctuate based on clinic days and hours; and

p) At all times use Eixsys Healthcare System in the clinic name. For example, Eixsys Healthcare System at ABC or Eixsys Healthcare System clinic in partnership with XYZ at ABC, which must have prior approval by EHS.

a) Patient visits for primary healthcare are at no cost to the patient. However, patients are encouraged to donate;

b) Costs for prescription medication, lab work, imaging services, and specialist referrals are the patient's responsibility. Partner may negotiate discounted rates for referral partners within their geographic area for the benefit of patients; and

c) If patients cannot pay for their healthcare costs, they should contact the Partner for possible financial assistance.

a) Partner will select Clinic days and time of operation;

b) Both parties will agree on a medically suitable location for Partner property to house the Clinic; and

c) The Clinic should be held, at a minimum, once a month.

a) EHS will provide graphic material, including logo, to Partner, with intent to distinguish to patients that they are using an EHS medical facility in collaboration with Partner;

b) Display signs visible for potential patients to see and book doctor's appointment;

c) Partner will take a co-branded approach to all Clinic-related marketing conducted, utilizing the EHS Logo next to or in close proximity to Partner logo; and

d) Partner will allow EHS to conduct promotional events, healthcare education programs, and related events at Partner location, where EHS will seek permission from Partner in advance.

a) To ensure adequate funding of clinic location at Partner site and to support EHS corporate operational expenses, Partner agrees to facilitate fundraising events at Partner location, where EHS will seek permission from Partner in advance and Parties will come to an agreement on reasonable timing. Partner agrees to allow a minimum of one fundraising event, presented to Partner's congregation, annually.

a) Partner will pay to EHS the amount of ninety-nine dollars ($99.00) monthly for Electronic Medical Records system support and two-hundred and fifty dollars ($250.00) per licensed medical provider per calendar year for being credentialed and enrolled in Malpractice insurance.

b) Partner will be billed by EHS for all necessary regulatory compliance and clinic technology. The monthly fees paid by Partner in Section 8.a above will go towards these costs and any balance will be billed to Partner.

a) All patient medical records, electronic and physical, are the property of both EHS and Partner. Notwithstanding, all HIPAA privacy laws regarding patient medical records must be followed.

a) Any dispute shall be resolved through mutual consultation. In case a dispute remains unresolved, the EHS Board and the Partner Executive Board shall each appoint one arbitrator to represent them, and the two arbitrators will then choose a third arbitrator, unaffiliated with the two organizations. The 3-member arbitration team will hear the dispute. The decision of the 3-member arbitration team shall be final and binding.

b) If either Party seeks to contest the arbitrator's decision, that Party bears the cost of responding Party litigating such, regardless of the outcome. Such costs may include, court costs, filing fees, and attorney's fees, inter alia.

a) This Agreement shall be in effect for one (1) calendar year from the date of execution and renew automatically or until terminated by either party. Upon notice being given to terminate, the parties shall act in a positive, professional, and favorable manner towards the patrons, and each other and neither shall take any actions to decrease productivity. Any equipment loaned by EHS to Partner must be returned upon separation from EHS unless a written agreement stating otherwise is entered into.

b) EHS may terminate this Agreement:

c) Partner may terminate this Agreement:

a) Partner understands that this Agreement supersedes all other agreements between the Parties and is the entire Agreement between EHS and Partner. No other additional promises, representations, guarantees or agreements of any kind shall be valid unless in writing and signed by EHS and Partner and attached to this existing Agreement as an addendum or amendment.

a) The laws of the State of Texas govern all matters arising out of or relating to this Agreement.

a) Partner has permission to use EHS' logos, trademarks, trade names, literature or any other materials in any type of advertising related to the Clinic without the prior written approval of EHS, on condition that Partner provides EHS with images of marketing material used for promotion within ten (10) calendar days of first use; and

b) Partner agrees to safeguard EHS operational models, standards, and technology.

a) Hold such confidential information in strict confidence and protect it in accordance with a standard of care which shall be no less than the care it uses to protect its own information of like importance and in no event less than reasonable care;

b) Not use such confidential information for any purpose except as is necessary for the evaluation referenced above or as otherwise authorized in writing by the Disclosing Party of such Information in advance;

c) Not disclose confidential information to any person other than to one of the Recipient Party's directors, officers, employees, representatives, consultants or agents (collectively called "Representatives") who need to know such information for the purposes of the evaluation, provided that each Representative shall be informed, directed and obligated by the Recipient Party to treat such Information in accordance with the obligations of this agreement and the Recipient Party shall be liable for any breach of any such obligation by any of its Representatives; and

d) Recipient Party agrees not to copy or otherwise duplicate such confidential information, or knowingly allow anyone else to copy or otherwise duplicate any such confidential information without the Disclosing Party's prior written approval.

a) Partner indemnifies and holds harmless EHS and all EHS staff and volunteers from any claims, damages, and expenses including attorney's fees arising out of Partner actions or conduct, or the activities of the Clinic in violation of this Agreement.

a) Partner may not sub-contract any part of this Agreement to any third party except by written authorization from the EHS board of directors.

a) This Agreement shall be binding upon, and insure to the benefit of, EHS, its partners and subsidiaries.

a) If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.

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