MUTUAL CONFIDENTIALITY NON-DISCLOSURE

AGREEMENT AltuMed Eligibility Verification Portal

This Mutual Confidentiality Non-Disclosure Agreement dated / {{CurrentDate}} (the “Effective Date”), is between Cube Medical Billing, L.L.C., and {{GeneralInfo.PracticeName}} NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, the Parties agree as follows:

AGREEMENT

1. Confidential Information. For the purposes of this Agreement, “Confidential information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its affiliates, employees, officers, directors, agents, attorneys, accountants, or advisors (collectively, the “Representatives”), whether oral, electronic, virtual, in writing, or in any other form or media, that is marked, designated, or otherwise identified as “confidential” at the time of disclosure or that would reasonably be understood to be confidential given the nature of the information or the circumstances surrounding the disclosure, including but not limited to:

1. All information concerning the Disclosing Party’s past, present, and future business and legal affairs, including but not limited to, finances, customer information, supplier information, products, costs, services, organization structure and internal practices, forecasts, sales, budgets, and marketing, development, and other commercial strategies;
2. All information relating to the Disclosing Party’s products and services including but not limited to, trade secret processes and devices, ideas, methods and results, inventions (whether or not patentable or copyrighted), knowhow, data, formulas, and other confidential intellectual property such as the specifications and characteristics of products or services that are planned or currently being developed;
3. All matters of a technical nature including but not limited to, software code, operating principles, taxonomy, logic, system architecture, format, illustrations and designs, user manuals, features, specification, documentation, components, source code, object code images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;
4. All matters of a human resource nature including but not limited to, employment policies and practices, personnel, compensation, and employee benefits;
5. Any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party;
6. All notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials prepared by or for the Receiving Party that contain, are based on, or otherwise reflect or are derived from any of the foregoing; and
7. All other information not generally disclosed by the Disclosing Party to the public.

Exclusions from Confidential Information.

Except as required by applicable federal, state, or local law or regulations, the term “Confidential Information” as used in this Agreement shall not include information that:

1. At the time of disclosure is, or thereafter becomes, generally available and known by the public, other than as a result of the Receiving Party or the Receiving Party’s Representatives, whether directly or indirectly, violating this Agreement;
2. At the time of disclosure is, or thereafter becomes, available to the Receiving Party on a non-confidential basis from a thirdparty source, provided that such third-party is not, and was not, prohibited from disclosing such Confidential Information to the Recipient by a legal, fiduciary, or contractual obligation to the Disclosing Party;

Protected Health Information.

At this time, the parties do not contemplate the release or exchange of Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”). If, however, PHI is released or exchanged by the parties, then the parties shall enter into a form business associate agreement in compliance with HIPAA.

(Business Name) agrees that all the transactions and data will be saved in accordance with HIPAA Compliance and PHI rules and regulations are to be followed.

Receiving Party’s Obligations.

The Receiving Party shall:

1. Protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event less than a commercially reasonable degree of care;
2. Not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or otherwise in any manner to the Disclosing Party’s detriment including but not limited to, reverse engineer, disassemble, decompile, or design around the Disclosing Party’s proprietary services, products, or confidential intellectual property;
3. Limit the number of copies made of the Disclosing Party’s Confidential Information to those necessary and not remove any legends as to confidentiality on any copies;
4. Not disclose any Confidential Information to any person or entity except to the Receiving Party’s Representatives who

1. Have a need to know the Confidential Information to assist the Receiving Party, or act on the Receiving Party’s behalf, in relation to the Purpose or to exercise the Receiving Party’s rights under this Agreement,
2. Are informed by the Receiving Party of the confidential nature of the Confidential Information, and
3. Are subject to confidentiality duties or obligations to the Receiving Party that are no less restrictive than the terms and conditions of this Agreement; and e. be responsible for any breach of this Agreement caused by any of its Representatives.

You hereby grant Altumed a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Additional Confidentiality Obligations.

Except as required by applicable federal, state, or local law or regulation, or otherwise mutually agreed to in writing by the Parties, neither Party shall disclose nor permit any of its Representatives to disclose to any person: a. that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information; b. that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or c. any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

All the Transaction for CMS, Medicaid and BCBS requires enrollment and valid provider NPI for enrollment.

Required Disclosure.

Any disclosure by the Receiving Party or Receiving Party’s Representative of any of the Disclosing Party’s Confidential Information that is required by applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section

Before making any such disclosure, the Receiving Party shall make commercially reasonable efforts to provide the Disclosing Party with: a. prompt written notice of such requirement (except where prohibited by law or the requesting entity) so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and b. reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains subject to a Legal Order to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which such Legal Order specifically requires and, at the Disclosing Party’s sole cost and expense, shall use reasonable efforts to obtain assurance from the applicable court or agency that the Confidential Information will be afforded confidential treatment.

Term and Termination.

This Agreement shall become effective on the Effective Date and shall terminate upon written notice of either Party. Notwithstanding anything to the contrary herein, each Party’s rights and obligations under this Agreement shall survive any termination of this Agreement for a period of three (3) years from the date of such expiration or termination, even after the return or destruction of Confidential Information by the Receiving Party.

Cube Medical Billing reserves the right to terminate the contract without notifying the user.

Return or Destruction of Confidential Information.

At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Receiving Party and the Receiving Party’s Representatives shall promptly return to the Disclosing Party or destroy all documents or other matters furnished to the Receiving Party constituting Confidential Information, without retaining any copy thereof. In addition, the Receiving Party shall destroy all other documents, notes, or other material containing the Confidential Information of the Disclosing Party. The Receiving Party shall certify in writing to the Disclosing Party that such Confidential Information has been returned or destroyed. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information: (i) as required by law, and (ii) stored in any computer records or files that have been created by the Receiving Party's automatic electronic archiving and back-up procedures, to the extent created and retained in a manner consistent with the Receiving Party's standard archiving and back-up procedures, but not for any other use or purpose, and provided that access to such information is limited to the Receiving Party’s archiving and backup administrators and remains subject to this Agreement while retained.

Fee.

Cube Medical Billing LLC Reserves the right to setup pricing Based on different transaction types and volume types.

Basis on the volume and different Payer types the (Business Name) Agrees to pay the minimum fee for the transaction.

No Representations or Warranties.

Neither the Disclosing Party nor any of the Disclosing Party’s Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Receiving Party hereunder. Neither the Disclosing Party nor any of the Disclosing Party’s Representatives shall be liable to the Receiving Party or any for the Receiving Party’s Representatives relating to or resulting from the use of any of the Confidential Information or any errors therein or omissions therefrom.

No Transfer or Rights, Title, or Interest.

The Parties acknowledge and agree that (i) Confidential Information may contain valuable trade secrets and (ii) all right, title, and interest in and to Confidential Information are reserved by the Disclosing Party. No license, express or implied, by estoppel or otherwise, under any trade secret right, trademark, patent, copyright, or other proprietary right or application that is now or may hereafter be owned by either Party, is granted by the disclosure of Confidential Information under this Agreement. Nothing in this Agreement shall be construed as granting the Receiving Party or any of the Receiving Party’s Representatives any title, ownership, license, option, or other right or interest whatsoever to the Confidential Information of the Disclosing Party.

No Other Obligations.

The Parties acknowledge and agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, in such Party’s sole discretion, with or without cause, terminate discussions or negotiations with the other Party in connection with the Purpose or otherwise.

12. Injunctive Relief. Each Party recognizes that irreparable harm may be occasioned to the other Party by disclosure of the other Party’s Confidential Information. Any violation of this Agreement shall entitle the non-offending Party to seek injunctive relief in addition to, and not in lieu of, any damages to which the offended Party may be entitled. If either Party discloses the Confidential Information of the other Party to a third party in violation of this Agreement, the offending Party will provide all reasonable assistance to the other Party in obtaining the retrieval of the Confidential Information and shall defend, hold harmless, and indemnify the non-offending Party from any claims, actions, or suits arising out of such violation.

Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of MICHIGAN without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of, or in relation to, this Agreement, or the matters contemplated hereunder, shall be instituted in the courts of Michigan and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

Entire Agreement.

This Agreement constitutes the sole and entire agreement between the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, negotiations, and warranties, whether written or oral, of the Parties with respect to the same subject matter herein.

Severability.

The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Assignment.

Neither Party may assign any of its rights hereunder without the prior written consent of the other Party, except to an entity acquiring all or substantially all of the Party’s assets. Any purported assignment in violation of this Section 16 will be null and void. No assignment shall relieve the assigning Party of any of its obligations under this Agreement. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under this Agreement.

Waivers.

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after such waiver. No failure or delay in exercising any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any further exercise thereof or the exercise of any other right, remedy, power, or privilege.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have executed this Agreement to be effective as of the {{CurrentDate}}.