SLEEP STUDYSERVICES AGREEMENT-

SleepView Direct

This Sleep Study Services Agreement per study plan (“Agreement”) is made and entered into by and between Cleveland Medical Devices Inc., (“CleveMed”), 4415 Euclid Ave., Cleveland OH, 44103, and the physician or practice whose name and address appears below or in a separate acceptance of this Agreement (“Customer”).

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  1. Services Provided. CleveMed agrees to provide to Customer and Customer agrees to accept from CleveMedcertain services relating to sleep studies conducted on Customer’s patients(the “Services”)using the SleepView monitor (the “Monitor”) manufactured by Cleveland Medical Devices Inc. The Services are described in Exhibit “A” to this Agreement. CleveMedwill provide sleep study interpretation through its network of board-certified sleep physicians licensed in the state where Customer sees the patients.
  1. Pricing. Initial pricing for the Services shall beas set forth on Exhibit “A” to this Agreement. In the event CleveMed’s costs for providing the Services increase during the term of this Agreement, CleveMed may increase its pricing to Customer for the Services by providing written notice no less than sixty (60) days prior to the effective date of the pricing increase. Increases in pricing to standard pricing levels following a discount, rebate or other promotion shall not be subject to the limitations set forth in this Section 2. Customer agrees that the pricing represents fair market value (FMV) for Services.
  1. Payment. CleveMed may, but is not obligated to, provide the Services to Customer on credit. In the event that CleveMed sells Services on credit, then: (a)payment in full shall be due and payable thirty (30) days from the date of invoice; (b)in the event Customer fails to pay CleveMed the purchase price within thirty (30) days of the date of invoice, Customer shall pay CleveMed interest on such delinquent payment at 1.5% per month, compounded monthly, or the highest rate permitted by law. Customer shall pay all collection expenses, including but not limited to attorneys’ fees, incurred by CleveMed in the collection of amounts owed by Customer. CleveMed may disable Customer’s access to the web portal until such time as all delinquent amounts owed CleveMed are paid in full.
  1. Term. This Agreement shall be effective for a period of one (1) year from the date of acceptance of this Agreement by Customer, and shall continue thereafter until terminated by either party on no less than thirty (30) days prior written notice.
  1. Performance of Services. CleveMed will use reasonable efforts to complete its Services within the time set forth on Exhibit “A” to this Agreement
  1. Data Storage. In addition to the Services, CleveMed agrees that it will maintain in electronic format the raw data and signed interpretation report created by a sleep study for a period of three (3) years or longer if required by law.
  1. Scoring Services. CleveMed represents and warrants to Customer that all technicians scoring sleep studies will be polysomnographic technologists actively credentialed by the Board of Registered Polysomnographic Technologists.
  1. Incomplete Data. Customer shall not be billed the entire amount as described in Exhibit “A” for sleep studies with insufficient or incomplete data. However, the Customer will be billed the amount of $25 per test for such studies to defray the cost of shipping and accessories.
  1. Services Only. This Agreement only applies to the Services provided by CleveMed, and does not apply to the sale and purchase of the Monitor and its related equipment.
  1. Warranties; Warranty Disclaimer. CleveMed warrants that it will cure any material failure to perform its Services in a good and workmanlike manner, upon written notice from Customer specifying such deficiency.

Except for THE express warranty NOTED ABOVE, CLEVEMED disclaims any and all other warranties, express or implied, including but not limited to implied warranties of merchantability AND fitness for a particular purpose. CLEVEMED SPECIFICALLY MAKES NO WARRANTY THAT THE WEB PORTAL AND THE SOFTWARE RELATED THERETO: (i)IS ERROR FREE; (ii)CAN BE USED WITHOUT PROBLEMS OR INTERRUPTIONS; OR (iii)IS FREE FROM VULNERABILITY TO INTRUSION OR ATTACK BY VIRUSES OR OTHER METHODS.

  1. Exclusive Remedy; Damage Disclaimer. CleveMed’s only obligation under its express warranty is the repeat of services that were not as warrantED. CleveMed shall not be liable for and hereby disclaims any direct, special, indirect, incidental, exemplary, or consequential damages, including, but not limited to, damages for loss of profits or income, loss of data, loss of use, downtIME, cover, and employee or independent contractor wages, payments, and benefits.
  1. Use of Data. Customer agrees that CleveMed may use data from the sleep studies for research purposes and may publish such data; provided, however, all personal identifiers contained within the data shall be removed prior to any use by CleveMed. CleveMed will notify Customer of this use and fax a copy of the published work to Customer.
  1. Billing Responsibility. Customer acknowledges and agrees that Customer is solely responsible for compliance with all governmental and contractual requirements relating to billing, coding, and payment for sleep studies (“Sleep Study Billing”), and is not relying on any representations or information provided by CleveMed. Customer agrees to indemnify, defend, and hold harmless CleveMed, Cleveland Medical Devices Inc., and their respective representatives, from and against any and all claims, damages, and costs arising out of or relating to Sleep Study Billing.
  1. HIPAA Compliance. In performance of its Services under this Agreement, CleveMed will comply with all requirements of the Health Insurance Portability and Accountability Act (HIPAA), all regulations promulgated thereunder, and all applicable state privacy laws and regulations.
  1. Taxes. Pricing for the Services is exclusive of any and all taxes that may be imposed with respect to the Services and Customer agrees to indemnify, defend, and hold CleveMed harmless from and against such taxes.
  1. Assignment. Customermay not assign any rights or delegate any duties under this Agreement without the prior written consent of CleveMed. Any attempted assignment or delegation by Customerwithout prior written consent from CleveMed is void. CleveMed may assign this Agreement by providing written notice to Customer.
  1. No Third Party Beneficiaries. This Agreement is not, and shall not be construed as being, for the benefit of any person or entity not a party to this Agreement.
  1. Governing Law; Jurisdiction. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio, without reference to conflict of law principles. Any claim, cause of action, or dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of state courts of competent jurisdiction in Cuyahoga County, Ohio.
  1. Independent Contractor. CleveMed is an independent contractor of Customer, and this Agreement shall not be construed as creating an agency, partnership, joint venture, or other special relationship between the parties.
  1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters contemplated herein, and supersedes any prior or contemporaneous agreements or understandings.
  1. Counterparts; Execution. This Agreement may be executed in several counterparts and made effective by delivery of signature pages by facsimile or electronic transmission. Each counterpart shall be considered an original but all such counterparts taken together shall constitute but one and the same agreement. Consent to the terms of this Agreement by electronic signature, or electronic acceptance of this Agreement, shall have the same effect as execution below.

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IN WITNESS WHEREOF, the parties have entered into this Agreement.

CLEVEMED,

an Ohio corporation

By:

Its:

Dated:

CUSTOMER

Company Name (if applicable)

Signature

Printed Name

Title (if applicable)

Address

Dated:

EXHIBIT “A”

Customer Name:

Customer Address:

______

SleepView Direct Platinum Fee:$300pertest

CleveMed responsibilities are:

  • Call patient to confirm address, train them on sensors, and schedule a 2-night study.
  • Mail SleepView and supplies to patient with a pre-paid Return Package within three (3) business days from receiving referral from Customer, pending patient’s availability. Patient will mail the SleepView monitor, supplies, and questionnaire in the Return Package back to CleveMed via USPS.
  • CleveMed will provide the patient with a telephone number to call for additional questions or concerns that arise during the course of the study.
  • Once monitor is received, CleveMed will upload the data from the SleepView monitor into the webportal.
  • Score recordings from both nights by a Registered Sleep Technologist (RPSGT) within three (3) business days from receiving the monitor by CleveMed.
  • Interpretation of both recordings by a board certified sleep physician within three (3) business days from the end of the study scoring. The sleep physician will be licensed in the state where the test occurred. 2 separate reports will be generated.
  • Provide Customer with unlimited administrative access to web portal.
  • One time training and setup for Customer.
  • One-time report customization.
  • 8am-8pm Eastern Standard Time technical support to Customer staff.

SleepView Direct Gold Fee:$235 pertest

CleveMed responsibilities are:

  • Call patient to confirm address, train them on sensors, and schedule a 2-night study.
  • Mail SleepView and supplies to patient with a pre-paid Return Package within three (3) business days from receiving referral from Customer, pending patient’s availability. Patient will mail the SleepView monitor, supplies, and questionnaire in the Return Package back to CleveMed via USPS.
  • CleveMed will provide the patient with a telephone number to call for additional questions or concerns that arise during the course of the study.
  • Once monitor is received, CleveMed will upload the data from the SleepView monitor into the webportal.
  • Score recordings from both nights by a Registered Sleep Technologist (RPSGT) within three (3) business days from receiving the monitor by CleveMed.
  • Provide Customer and affiliated sleep physician with unlimited access to web portal.
  • One time training and setup for Customer.
  • One-time report customization.
  • 8am-8pm Eastern Standard Time technical support to Customer staff.

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