Terms and Conditions for Maritime Medical Services

These Terms and Conditions are entered into and are effective as of the date of Client’s signature on the Proposal (“Proposal”) (“Effective Date”) which is incorporated herein by reference (“Agreement”). Medical Faculty Associates, Inc. (“MFA”) agrees to provide maritime medical services and administrative services (as applicable) (“Services”) to Client as set forth in a Proposal under the terms and conditions set forth below. Individually, MFA and Client are referred to herein as a party, and collectively, as the parties.

Recitals

WHEREAS, Client promotes the safety and health of those who embark on its vessels, aircraft or in remote/austere locations;

WHEREAS, MFA is a multispecialty group practice affiliated with The George Washington University located in Washington, DC, and operates a maritime medical access program (“MMA Program”) within MFA’s Department of Emergency Medicine which is run by board certified emergency physicians with prior experience providing consultation to maritime and remote location contractors;

WHEREAS, Client seeks to engage MFA to provide certain services under MFA’s MMA Program, including, but not limited to health advice, case management, escort, evacuation and repatriation services;

WHEREAS, MFA wishes to provide such services under its MMA Program under the terms and conditions set forth in this Agreement; and

WHEREAS, this Agreement with the Proposal sets forth the covenants, terms and conditions under which MFA will provide services through its MMA Program.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. Definitions

  1. Case Management – clinical advice, planning, care coordination and advocacy of the medical care provided to an ill or injured individual outside of contracted location(s) for the Client.
  2. Designated Medical Officer (or “DMO”) – an employee of the Client who initiates the request for Health Advice and is responsible for providing comprehensive information about the Individual’s health situation and acting at the direction of the Health Advice provided by MFA.
  3. Gateway Services – services under which, upon request of Client, an individual will be received in Washington, DC, where MFA under the MMA Program will make arrangements for inpatient or outpatient services to be provided to Individual. These services will be provided at hospitals and by physicians that are not part of the MMA Program, although many of the physicians providing these services will, in most cases, be employed by MFA. The MMA Program will coordinate all referrals and provide Client with information about the Gateway Services, which disclosure shall be consistent with all applicable law.
  4. Maritime Medical Access Program (or “MMA Program”) – a program within MFA’s Department of Emergency Medicine which is run by a group of emergency medicine physicians with prior experience providing advice to austere and remote location contractors.
  5. Health Advice – health advice provided by an MFA physician to the DMO in regards to promoting the health of an Individual.
  6. Physician Consultation – health advice provided by an MFA physician to Client on its medical policies and procedures.
  7. Individual – injured or ill individuals at remote or austere locations or on Client vessels or aircraft.
  8. Repatriation Services (or “Repatriation”) – provision of a licensed/certified medical provider (MD, RN, PA, NP, NRP or EMT) to accompany Individual who has been injured or become ill from one location to another. The medical provider will provide needed scheduled and unscheduled medical treatments during the trip as feasible given the circumstances of travel.

II. Obligations of MFA

MFA agrees to provide Health Advice, programmatic support, Physician Consultation, Case Management, Repatriation Services, and additional services (collectively referred to hereafter as “Services”), all as set forth below:

A. Personnel

  1. The MMA Program medical director assigned by the MMA Program, who shall be a board-certified emergency physician, will have overall responsibility for the health services provided within the scope of this Agreement.
  2. The MMA Program director and his/her designees will have overall responsibility for compliance with the terms of this Agreement, maintaining communications and arranging all services required by this Agreement.

B. Health Advice

  1. Health Advice contacts to the MMA Program will be initiated by the DMO on an as needed basis. MFA agrees to provide a group of physicians or other appropriate medical professions under the directions of the physicians, twenty-four (24) hours a day, seven (7) days a week, to respond to requests for Health Advice calls. MFA shall respond to such calls as expeditiously as the health situation warrants.
  2. All Health Advice contacts, and any subsequent follow-up contacts, will be managed by the MFA attending physician (“Attending”), or, designee, who will communicate directly with the DMO. The Attending will provide consultation, assessment, recommendation for treatment, determination of level of service and advice regarding whether an evacuation is deemed necessary to the DMO. The Client shall be responsible for making the final decision regarding the individual’s health.
  3. MFA will maintain a separate phoneline and email designated for the MMA Program Clients.
  4. MFA will provide Client with a digital communication manual for client to disseminate to each vessel or location covered by this Agreement containing information about accessing the MMA Program services and a set of communication protocols.
  5. Client may be kept in copy regarding health advice provided to DMO.  Client hereby acknowledges that MFA is obligated under the Health Insurance Portability and Accountability Act (“HIPAA”) to disclose only the minimum necessary protected health information, as defined in HIPAA privacy regulations, regarding the Individual.

C. Case Management

  1. MFA may offer the Client Case Management services for Individual’s treated away from their duty station.  On request, MFA will communicate with the locally treating medical provider as available to gain medical records, provide clinical advice, planning, care coordination, advocacy, monitor the Individual’s condition, appropriateness of care, prognosis, fitness for travel determination and further Case Management services as appropriate on behalf of the Individual and Client.
  2. MFA will communicate information on the Individual to the Client on an as-needed basis, consistent with all applicable law regarding such disclosures, until the case is closed.  A final written report can be sent to the Client upon closure of the case consistent with applicable law regarding such disclosures.
  3. MFA may be requested to review an Individual’s medical records to determine “Fitness for Duty” status.
  4. Personal Health Information will be kept confidential in accordance with all applicable laws and regulations, including the applicable provisions of the Health Insurance Portability and Accountability Act.

D. Repatriation and Gateway Programs

  1. The MMA Program may offer Repatriation Services in order to return Individuals to the U.S. or to a location that is the Individual’s home of record. MFA will provide logistical and medical support for Repatriation providing for levels of care to ill or injured Individuals as appropriate. MFA will provide medical accompaniment and Case Management services as necessary.
  2. In instances where a medical evacuation and/or Repatriation with medical personnel in attendance on a commercial flight (“Medical Escort”) are deemed necessary, MFA will designate a medical provider of the appropriate level as determined by the MMA Program medical director or his/her designee to accompany the Individual during the transport (“Medical Escort Personnel”). The Medical Escort Personnel will be responsible for the provision of appropriate and feasible medical care to the Individual from the time the Individual is released from the care of the treating physician until the Individual arrives at his/her destination and is brought to an appropriate venue consistent with the travel recommendation where the Individual’s care can be formally transferred to another medical provider.
  3. MFA may offer services to Client for its Individuals in order to return such Individuals to be evaluated at the GW Medical Faculty Associates Medical Center. Following the initial evaluation, or evaluation by a specialist, a Case Management plan will be presented to the Client. Gateway Services cases requiring additional Case Management following the initial evaluation and recommendation will be managed for billing purposes on a Case Management basis.
  4. A report to Client on Repatriation and Gateway Services will be sent to the Client, in addition to Gateway Services records from the emergency department and any specialist evaluation or test reports to the extent permitted by applicable law.

E. Additional Services

  1. MFA may provide additional services on request, which may include training for medical officers, evaluation of Individuals, medical examinations, on-site medical personnel, testing services, medical consultation, remote patient monitoring, and medicine chest recommendations. Such additional service and any associated compensation shall be added to this Proposal or quoted separately as needed.

III. Obligations of Client

A. Information for MFA

  1. Client agrees that the DMO is the contact person for Client who is responsible for compliance with this Agreement and has oversight of the medical programs of its crew.
  2. Client has specifically identified the number of vessels/ aircraft / remote / austere locations, as applicable, covered by this Agreement and the names and contact numbers for each of them.
  3. Client will have a DMO on board or on site at each vessel/ aircraft / remote / austere location, with some medical training and background that is commensurate with the operations (e.g., military surveillance, fishing, cargo, sightseeing, pleasure craft, aircraft, or remote base), environment (e.g., distance and time to definitive care) and the availability of advanced medical care on board the vessel or aircraft, or at the remote location, and as required by applicable laws and regulations.
  4. Client is responsible for ensuring its DMOs and Medical Coordinators are informed regarding the services MFA provides under the MMA Program and are provided with the MMA Program manual and information about contacting MFA.  DMOs must following the policies and procedures in the MMA Program manual regarding client verification.
  5. Client is responsible for authorizations and/or consents to provide Services.
  6. MFA may require that Client obtain necessary and appropriate authorizations and/or consents to release medical records or reports provided by MFA to Client.
  7. Client shall be responsible to provide prompt and accurate information concerning the Individual’s relevant circumstances and condition on initiation of contact to MFA and in response to any and all queries made by MFA personnel.

IV. Term of the Agreement

  1. This Agreement shall commence on the Effective Date and terminate at the conclusion of the Scheduled Hours (“Term”). The parties may extend this Agreement for successive terms upon mutual written consent.
  2. Upon termination of this Agreement, neither party shall have any further obligations hereunder, except for (i) obligations accruing prior to the date of termination, and (ii) obligations, promises, or covenants herein that are expressly made to extend beyond the Term.
  3. Either party may terminate this Agreement for a material breach of its terms or provisions provided that the terminating party shall provide at least thirty (30) days written notice to the breaching party specifying the nature and the extent of the breach in which time the breaching party shall have an opportunity to cure the material breach. If the breaching party fails to cure the material breach within thirty (30) days after receipt of written notice of default, this Agreement shall be considered terminated on the thirtieth day after such written notice.  Notice for purposes of this Section of the Agreement shall be given in writing by certified mail, return receipt requested, to the party to be notified.  All notices shall be deemed given and received three (3) days after mailing to the address specified as follows:

To MFA:

Medical Faculty Associates, Inc.
2150 Pennsylvania Ave., N.W.
Suite 10-403
Washington, D.C. 20037
Attn: Chief Executive Officer

Copy to:

Medical Faculty Associates, Inc.
2120 L Street, N.W.
Suite 450
Washington, D.C. 20037
Chairman, Department of Emergency Medicine

 

V. Compensation

  1. Health Advice. Client shall pay MFA a fee as specified in the Proposal (“Fee”) with payment due as set forth in the Proposal and invoice.
  2. Case Management. Client shall pay MFA for Case Management time at the rate set forth in the proposal and invoice.  These fees are in addition to the Annual Fee.
  3. Additional Fees. The MMA Program will bill Client for additional services, including, but not limited to, translation services, logistical support (fifteen percent (15%) fee of all travel costs arranged by the MMA Program), medical equipment/medications, and travel expenses on a case-by-case basis. Fees for these services are in addition to the Annual Fee and will be quoted upon request for service.
  4. Gateway Services. Client shall pay MFA a flat fee as set forth in the proposal and invoice for each Client Individual who needs Gateway Services.  Such fees will include logistical support and a recommended management plan following evaluation by an MMA Program emergency physician or consultant specialist. Medical expenses of the Client Individual are the responsibility of the Client.  MFA Physicians who are not the MMA Program physicians but who provide Gateway Services will be reimbursed separately from the fees described herein.  These fees are in addition to the Annual Fee.
  5. Repatriation Services. A separate quote will be provided for each repatriation request.
  6. MFA will invoice Client for all fees other than the annual fee on a quarterly basis.   Client will pay MFA within thirty (30) days of receipt of an invoice.

 

If Client fails to make payments in a timely manner as specified under the terms of this Agreement, Client shall pay interest on the amount due that remains unpaid, beginning on the day after Client has failed to meet its obligations for timely payment.  Interest shall be at the rate of five percent (5%) per month, simple interest, prorated for any portion of the month. Client shall send all payments to the following remittance address:

2120 L Street, N.W., Suite 530
Washington, D.C. 20037
Attn: Financial Manager, Emergency Medicine Dept.

VI. Indemnification

  1. Client shall hold and save MFA, its officers, agents, and employees, harmless from liability of any nature or kind, including costs and expenses to which they may be subject, for any account or any or all suits or damages of any character whatsoever resulting from injuries or damages sustained by any person or persons or property by virtue of performance of services under this Agreement, arising or resulting in whole or in part from the fault, negligence, wrongful act (including failure to follow recommendations of the MFA physician) or wrongful omission of Client’s employees, contractors or agents.
  2. MFA will assume no liability, nor will Client impose any liability on MFA or its employees or agents for breakdowns in communications equipment, transportation failures or the maintenance of operation thereof, force majeure, or the inability by reason of patient confidentiality or refusal of the crewmember’s provider to share medical information in carrying out its obligations hereunder.
  3. MFA will incur no liability in the case of any malfunction of equipment.
  4. MFA will incur no liability for actions taken by its physicians due to the inaccurate or false information provided them by Client’s employees, contractors, agents or their providers.
  5. MFA shall hold and save Client, its officers, agents, and employees harmless from liability of any nature or kind, including costs and expenses to which they may be subject, for any account or any or all suits or damages of any character whatsoever resulting from injuries or damages sustained by any person or persons or property by virtue of performance of services under this Agreement, arising or resulting in whole or in part from the fault, negligence, wrongful act, or wrongful omission of MFA’s employees, contractors, or agents.
  6. Client shall defend, indemnify and hold MFA, its officers, directors, employees, licensees and assigns harmless from and against any and all claims, actions, damages, or expenses (including reasonable attorney’s fees) arising out of or resulting from (i) a breach or alleged breach, by Client or its employees, agents, subcontractors, or representatives, of any of the provision in this Agreement; or (ii) negligence, willful misconduct, or an act by Client or its employees, agents, subcontractors, or representatives.

VII. Compliance

A. Regulatory Compliance

  1. Each party represents, warrants and covenants that (a) it has in place and will maintain in place during the Term, all the necessary licenses, certificates, authorizations, permits, approvals and consents that are required under any applicable law; and (b) it shall comply with the terms and conditions of its licenses, certificates, authorizations, permits, approvals and consents.
  2. Each party shall perform its obligations hereunder in a manner that complies with laws, including but not limited to U.S. export control Laws, U.S. visa requirements, and Laws that apply to Client, MFA and/or the Services, as any such Laws may change from time to time during the Term.

B. Anti-corruption Compliance

  1. Client represents, warrants and covenants that it will comply with all laws dealing with giving or receiving bribes or improper payments, laws governing conflicts of interest, and all applicable procurement and anticorruption laws, including the U.S. Foreign Corrupt Practice Act.
  2. No payments of money or anything of value have been or will be offered, promised, or paid, whether directly or indirectly, by  Client or any of  Client’s officers, employees, or agents, to any public official:  (a) to influence any official act or decision of any public official; (b) to induce the public official to do or omit to do any act in violation of a lawful duty; (c) to secure any improper business advantage; or (d) to obtain or retain business for, or otherwise direct business to, MFA or in any way related to this Agreement.
  3. Neither Client nor any officer, employee or agent acting on behalf of  Client, (a) has requested or accepted or (b) will request or accept, any bribe, kickback, or other illegal payment from any person, in violation of any law.

VIII. Relationship of the Parties

  1. It is understood and agreed by the parties that MFA shall be and at all times is an independent contractor of Client and provides services hereunder for the benefit and convenience of Client.
  2. To the extent consistent with applicable law, any and all services provided hereunder, with the exception of Repatriation Services and Gateway Services, are provided to Client and not to Individuals. Therefore, except in instances of Gateway Services or Repatriation Services, neither MFA, nor MFA physicians shall establish and/or maintain a physician-patient relationship with Individual.

IX. Miscellaneous

  1. No Solicitation. Client shall not induce or attempt to induce any MFA physician that directly provides services under this Agreement to cease doing business with MFA or any of its affiliates.  The provisions of this section shall survive for one (1) year following termination of this Agreement for whatever cause.  Should Client desire to recruit the services of any MFA physician directly associated with MFA's obligations under this Agreement, upon prior written request, MFA will waive this restriction upon payment to it of a sum of twice the annual salary for the full year immediately preceding the date of such solicitation of MFA physician directly associated with MFA’s obligations under this Agreement.   Client agrees that violating this section will cause MFA to suffer significant economic and non-economic losses and that the above buy-out is an incomplete, but reasonable and fair amount for liquidated damages to avoid enforcement action by MFA. Client also expressly understands that this provision is an essential component of the Agreement for MFA and that it is legally enforceable.
  2. Authorization. Each party represents, warrants and covenants to the other that it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement.
  3. Inducements. Each party represents, warrants and covenants to the other that it has not violated any applicable laws, regulations or policies of the other of which it has been given written notice, regarding the offering of unlawful inducements in connection with this Agreement.
  4. Entire Agreement. This Agreement (which includes the Proposal) constitute the entire agreement between the parties and supersede all prior agreements and understandings. The last dated Agreement supersedes all previous agreements.
  5. No Waiver. The waiver by either party of any breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of the same or other provision.
  6. Severability.  In the event any portion of this Agreement is found to be void, illegal, or unenforceable, the validity or enforceability of any other portion shall not be affected.
  7. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
  8. Confidentiality. Except as expressly provided in this Agreement and except as may be provided by court order or by other compulsory process of law, Client shall hold in strict confidence and shall not disclose, transfer, duplicate, reproduce, or retain any information provided by MFA to Client which is not generally available to the public unless otherwise approved in writing by MFA.
  9. Governing Law. This Agreement shall be construed in accordance with the laws of the District of Columbia.
  10. Quality Improvement / Peer Review. Quality improvement or peer review meetings may take place from time to time for the purposes of discussing or analyzing clinical trends or discussing the clinical care and treatment in a particular case. Examples of such meetings include, but are not limited to, morbidity and mortality conferences, root cause analyses, clinical practice reviews, and clinical policy reviews. All such meetings will be conducted in the corporate offices of the MFA in Washington, DC. Attendees participating in the meeting through electronic means (e.g. live audio and/or video) shall be considered to have physically entered the meeting space and will therefore be subject to District of Columbia peer review laws (D.C. Code §§44-801 - 44-805). Any document, recording, or account of the conversation shall be considered a product of peer review, shall be labeled as such (to the extent possible), and shall receive all protections and considerations afforded by DC law.
  11. Force Majure. Neither party shall be held liable or responsible to the other party nor be deemed to have breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party.