The additional terms and conditions are referenced in any Engagement Agreement with The Fox Group, LLC, for consulting and related services. These general terms and conditions also may relate to any exhibits or addendum created between the parties.
Acknowledgments
- The Client hereby agrees to indemnify, defend and hold the Consultant harmless from any and all costs, liabilities, damages, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to (i) the breach by the Client of any of its obligations hereunder; and (ii) any and all acts, activities, and actions of the Client, which are carried out contrary to the advice of or without the advice of Consultant, or which constitute Client’s professional malpractice.
- Client understands and acknowledges that Consultant is not in the business of providing legal advice. Consultant does not warrant or represent that it is licensed to practice law, provide any type of legal services or give any kind of legal advice whatsoever.
- Client understands and acknowledges that to the extent that Consultant discovers and notifies Client of (i) any documentation, coding, billing, or claims submission problems; or (ii) any other problems or deficiencies which may violate federal or state law or the requirements of any federal, state or private health plan, which Consultant discovers in the course of performing its duties under the Agreement, Consultant and/or Client may be required to disclose any such findings, and/or related overpayments, to the entity responsible for administering the affected health plan or the appropriate federal or state authorities, or both. Client acknowledges and understands that Consultant is not responsible for the consequences stemming from the Client’s reporting or failure to report any of the information.
- Client acknowledges that Consultant is not responsible for and has no control over (i) the accuracy or completeness of the information provided to Consultant in the course of performing its duties under the Agreement, (ii) any changes in that information, or changes made to Client’s documentation, coding or billings, which are made after Consultant’s services have been rendered, or (iii) Client’s implementation of, or failure to implement, any of Consultant’s recommendations. Therefore, except in cases of willful misconduct, neither Consultant nor any of its employees or agents shall be liable for any losses, costs, claims, suits, or damages, including attorney’s fees on appeal or otherwise, arising from the services performed by Consultant under the Agreement.
- Both parties shall use the other party’s confidential information only for the purpose of the consulting engagement and shall make no use of the other party’s confidential information, in whole or in part, for any other purpose. Both parties agree to keep all shared information in the course of the consulting engagement confidential and to take reasonable steps to preserve the confidentiality and proprietary nature of such information.
- Further, under any circumstances, the maximum liability in the aggregate of Consultant to Client in respect of any action by Client against Consultant related to its provision of the services described herein (whether under the Agreement or in tort for negligence or otherwise), shall be limited to compensatory damages actually incurred in an amount not to exceed the consulting fees received by Consultant from Client pursuant to the Agreement, during the first 12 months of the agreement. In no event shall Consultant be liable or otherwise responsible for any special, consequential, or punitive damages.
- In any dispute between the Parties arising out of the Agreement, which would otherwise be resolvable in a court of competent jurisdiction, the Parties shall first try to resolve the dispute through direct discussions and negotiation. If such are unsuccessful, the aggrieved Party involved may commence litigation in the Superior Court of the State of California, in and for the county of San Bernardino (the “Court”) to resolve the dispute. The prevailing Party’s compensation shall include reasonable legal costs associated with these processes and actions. The Parties hereby agree and consent that the resolution of the dispute by the Court shall be by way of a reference procedure as specified under California Code of Civil Procedure Section 638 (or any successor statute or statutes) and all rules of court relating thereto, and if such aggrieved Party does not file the required motion, the other Party may do so, and if neither Party files such motion, then the Court shall appoint a referee on its own motion as allowed under California Code of Civil Procedure Section 639 (or any successor statute or statutes). At the hearing on the motion, the Court shall appoint a referee (the “Referee”) to hear all aspects of the matter in dispute, including, without limitation, substantive issues and discovery disputes, and such reference procedure (regardless of how a Referee may be appointed) shall be deemed “consensual” in nature, and all Parties hereto agree thereto. The reference procedure set forth in this Section is the exclusive remedy for any Party hereto to resolve disputes arising under the Agreement if they are unable to resolve them amicably among themselves, and such shall be in lieu fof arbitration at any point in the resolution proceedings.
Notices and Termination
- Any notices required by the Agreement shall be in writing and shall be deemed given if delivered personally or one business day after successful transmission by email, or five business days after posting by registered or certified mail (return receipt requested) to the parties at the addresses provided at the beginning of the Agreement.
- Either party may terminate the Agreement at any time by giving a thirty (30) day written notice of termination. In the event of early termination by Client prior to final payment of all fees and payments due under the Agreement, Client shall, with any notice of early termination, submit payment of any unpaid amounts, including any amounts due during the month of termination.
Amendments
The Agreement is a basic and principal agreement and may only be amended as mutually agreed upon, in writing, by the parties.