Professional Services Agreement - SEMMA Health Inc - 2020 City Benefit Plan

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1.1.6 SEMMA will deploy its predictive analytic models on the City of South Bend, specifically chronic disease, high dollar claims, new diagnoses 1.1.7 SEMMA will partner with the City of South Bend's health care broker & other vendors to act on the insights 1.2 Independent Contractors. The parties intend to, and shall, act and perform as independent contractors, Each party shall be solely responsible for, and shall comply with, ail state and federal laws, rules and regulations pertaining to employment taxes, income tax withholding, unemployment compensation contributions, and all other employment related laws, rules and regulations applicable to that party. SEMMA retains all the rights and privileges as the employer of its employees including, without limitation, the right to control, supervise, hire, discipline, compensate, and terminate such employees. Nothing in this Agreement shall constitute or be construed to be or to create an employer -employee, partnership or joint " venture relationship between SEMMA and Client. 2.1 Services Fees. In consideration of the Services rendered by SEMMA under this Agreement, Client shall pay SEMMA the services fees set forth in this Section: 2.1.1 Services Fees. Client will pay SEMMA a Monthly Data Management and Analysis Fee of $1.000 (the "Services. Fees"). 11.2 Success Fees. Client will pay SEMMA a 30% Success Fee when and only after SEMMA has identified and recovered overpayments exceeding the Client's total Monthly Data Management and Analysis Fee for the "initial term" and any renewal terms collectively, the "term" of the Agreement, generated through its monthly claims overpayment audit. Success savings will be calculated monthly and are to be paid annually at the end of the "initial term", and any renewal terms collectively, the "term". 2.2 invoice5,payment and Reconciliation. 202.1 SEMMA shall submit monthly invoices to Client for the Services Fees and yearly invoices for the Success Fees, beginning upon commencement of this Agreement and every 30 days following. Client shall pay all invoiced amounts within thirty (30) days of receipt of an invoice. 3.1 HIPAA. The parries hereto agree that this relationship meets the requirements established in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (collectively, "HIPAA"), which governs the use of Protected Health Information (as such terra is defined in 45 C.F.R. § 160.103). For purposes of the parties' compliance with HIPAA, the Business Associate Agreement ("§AA") entered into by the parties shall apply to this Agreement. Page 10 1 14