COLLECTION SERVICES AGREEMENT

Innovare Patient Relationship Management, LLC hereinafter called "AGENCY" and ______, hereinafter called "CLIENT" enter into thisCollection Services Agreement, hereinafter called “Agreement” or “CSA”, by their duly authorized representatives and effective Saturday, April 06, 2019.

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CSA 2015 – INV

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CSA 2015 – INV

It is mutually agreed, understood and promised as follows:

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CSA 2015 – INV

  1. SCOPE OF WORK

AGENCY will use its best efforts to effect collections of accounts referred to it by the CLIENT. AGENCY shall be courteous and businesslike, consistent with the reputation of CLIENT. AGENCY will bear all costs associated with collecting CLIENT’s delinquent accounts placed with AGENCY, except as otherwise provided herein;

  1. COMPLIANCE WITH LAWS

AGENCY will fully comply with all applicable Federal and State laws, rules, statutes, acts, decisions, and orders regulating the collection of accounts specifically including, without limitation, the Federal Fair Debt Collection Practices Act, the Federal Fair Credit Reporting Act, the Gramm-Leach-Bliley Financial Services Modernization Act as the same may apply (collectively referred to as "applicable laws and regulations").

  1. INTERNET ACCESS

AGENCY will provide Internet access to the CLIENT for use of reviewing status on accounts placed with AGENCY. CLIENT agrees that the Internet access, processes and/or information whether written or verbal provided by AGENCY is to be used solely for servicing CLIENT accounts.

  1. CONFIDENTIALITY OF INFORMATION

The parties agree that any information provided by a party is to be used solely for collecting delinquent accounts. Further, the parties agree that the transactions contemplated by the agreement shall remain confidential, and that all information and materials furnished to or obtained by a party with respect to any customer or CLIENT of a party, whether in the form of documents or otherwise, shall be held strictly confidential. Such information and materials shall be used by a party solely for the purpose of performing the services required hereunder. Accordingly, the parties agree not to disclose to any person or entity any of the terms hereof or of transactions contemplated hereby, or any customer information (including any credit information) provided by, or obtained from, any CLIENT or customer any non-public information relating to a party or any other confidential information referred to above, except for: (i) disclosure to a parties’counsel or any agent or advisor acting on its behalf in connection with the negotiation, execution or performance of this agreement; (ii) disclosure as may be required or requested by any governmental agency or representative thereof or pursuant to legal process; (iii) disclosure of information to report to credit bureaus; and (iv) any other disclosure with prior written consent of the respective party. Prior to any disclosure by a party permitted under clause (ii), it shall, if permitted by applicable laws or judicial order, notify the respective party of such pending disclosure. The provisions of this section shall be enforceable during the term of this agreement and for a period of twenty four (24) months after said termination for any cause.

  1. FEES

The collection fee on payments made to AGENCY or direct to CLIENT shall be as follows:

PRIMARY PLACEMENTS 0-60 Days

Voice Broadcast$0.00 Included

Statements/Letters$0.62 Each

Address Correction $0.00 Included

Return Mail$0.00 Included

Portal Payments$1.40 Each

In-Bound Calls$0.21 Per Minute

Out-Bound Calls$0.21 Per Minute

Live Chats$0.00 Included

CSAT Survey$0.00 Included

BK Recovery$0.00 Included

Deceased Recovery$0.00 Included

Litigious Debtors $0.00 Included

Skip Tracing $0.20 Each

Agency shall charge fees of$0.62 Per Mailing of Statements/Letters, $1.40 per payment processed through clients payment portal, $0.21 per minute for management of inbound or outbound calls as needed, and $0.20 per debtor for skip tracing in the event of returned mail, or invalid phone numbers on any primary account placed with agency. Primary is defined as an account which has not been previously worked by another collection agency written off as bad debt less than 60 days old.

PRIMARY PLACEMENTS 61-90 Days14%

Agency shall charge fees of 14%on any monies recovered for a primary account. Primary is defined as an account which has not been previously worked by another collection agency aged from 61-90 days from the date initially billed.

Primary Placements 91-180 Days

28%

Agency shall charge fees of 28%on any monies recovered for a primary account. Primary is defined as an account which has not been previously worked by another collection agency aged from 91-180 days from the date initially billed.

Primary Placements 181-360 Days

50%

Agency shall charge fees of 50%on any monies recovered for a primary account. Primary is defined as an account which has not been previously worked by another collection agency aged from 91-180 days from the date initially billed

Primary Placements 361+ Days

75%

Agency shall charge fees of 75%on any monies recovered for a primary account. Primary is defined as an account which has not been previously worked by another collection agency aged more than 361 days from the date initially billed

Paid Prior / Resolution Fee:

10%:

AGENCY shall charge a resolution fee of 10% for all accounts researched and found to be paid prior to placement credited to account and any and all credits applied to debtor account as the result of AGENCY action.

Secondary Placements 91-180 Days

75%:

AGENCY shall charge fees of 75% on any monies recovered for secondary account. Secondary is defined as an account which has been previously worked by another collection agency written off as bad debt.

Settlement Authority:

70%:

Accounts will only be settled within the provided settlement authority of 10% for accounts aged less than 60 days from the date initially billed, 15% for accounts aged 61-90 days from the date initially billed, 20% for accounts aged 91-120 days from the date initially billed, 30% for accounts aged 121-150 days, and 50% for accounts aged 151 days or older. Any deviation from this schedule will require permission of the CLIENT on a case by case basis.

  1. ACCOUNTING

(a)AGENCY will provide to the CLIENT, by the 3rd of the month, a monthly statement of gross amounts received less AGENCY fees on all funds collected by AGENCY during the preceding month and remittances will be forwarded on or about said date based on the net fees due to the CLIENT. It is agreed by the CLIENT that upon notice they will remit to AGENCY timely any funds collected which were the result of a non-sufficient fund check received by the Agency and paid to the Client. In the event of a failure to timely remit based on an NSF check AGENCY reserves the right to deduct from any future funds collected. AGENCY also reserves the right to pursue action in Small Claims Court for NSF check if applicable.

(b)CLIENT will provide AGENCY, a quarterly statement of gross amounts received by direct payment or collected on for any accounts placed with AGENCY.

  1. PAYMENTS

(a)The parties agree that all payments made direct to the CLIENT concerning any account assigned to AGENCY for collection shall be verified by the CLIENT within the following billing cycle. Verification shall be in the form of an email or other writing sufficient to inform AGENCY of check or receipt number, amount paid and date received. Requests for verification from AGENCY to the CLIENT concerning any direct payment information received from the debtor shall be responded to in writing within 5 days of notice of said request. CLIENT agrees to pay AGENCY fees as stated above for all payments received by the CLIENT directly from the debtor. Once verified and invoiced if the CLIENT fails to pay within 30 days, it is agreed by the Parties that AGENCY shall be entitled to deduct verified direct payments from funds being held on behalf of CLIENT prior to remittance of the balance of any funds collected.

(b)CLIENT will pay AGENCY invoices for approved services rendered, direct pays and/or costs advanced within thirty (30) days from the date of invoice. AGENCY will charge CLIENT late fees of 10% per month on fees due after thirty (30) days if funds not available for netting.

(c)In the event CLIENT fails to timely remit approved costs and/or fees due on direct payments received by the CLIENT, it is agreed by the parties that after 90 days from the date of the invoice for said costs/fees, AGENCY shall deduct said costs/fees from current funds collected and remit net collections until costs/fees owed are paid in full. This provision notwithstanding, the balance due shall remain immediately due and owing and subject to interest accrual pursuant to the terms of this agreement. The application of this remedy does not preclude AGENCY from availing itself of other contractual remedies allowed by law including but not limited to legal action to collect the balance due.

(d)It is understood by the parties that some jurisdictions including but not necessarily limited to Hawaii, New Mexico, West Virginia, Connecticut, Pennsylvania, Washington, South Dakota, New York and Texas require the payment of sales and/or a service tax based on consumer/debtor collections from that state. AGENCY may upon the request of the CLIENT pay any sales or service taxes for and on behalf of the CLIENT in the jurisdictions which require payment of the same based on remittances received. Said taxes shall ultimately be the sole responsibility of the CLIENT and will be deducted from gross remittances received or invoiced directly to the CLIENT as appropriate with payment terms as set forth herein. CLIENT will advise AGENCY if said taxes are to be paid directly by the CLIENT and provide appropriate documentation to confirm the same to said AGENCY. If said taxes are paid directly by the CLIENT the CLIENT will save and hold harmless the AGENCY from any liability and/or payment of the same. If CLIENT provides proof of tax exemption as outlined by the appropriate State statute AGENCY will not collect nor remit State tax.

  1. TERMINATION

This Agreement may be terminated at the option of either party by written notice given at least thirty (60) days prior to the date of termination. CLIENT may withdraw collection accounts from AGENCY without payment of fees at any time with 24 hours’ notice except under the following terms and conditions, to-wit:

  1. Account has been referred for legal action with CLIENT approval;
  2. A promise to pay has been received by AGENCY and said payment is expected within the next 90 days;
  3. A payment has been received by the AGENCY within the last 60 days;
  4. CLIENT has received a direct payment within the last 90 days;
  1. MISCELLANEOUS FILES

(a)AGENCY will not accept files involving a debtor cease and desist notice. If CLIENT has knowledge of a pending cease and desist notice it is requested that the file not be forwarded to the AGENCY for collection.

  1. MUTUAL INDEMNIFICATION

(a)AGENCY agrees to indemnify CLIENT, its affiliates, and their respective directors, officers, employees, agents, counsel and advisors (each an “Indemnified Person”) against and hold each of them harmless from any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation attorney’s fees), (collectively, “Claims”), which may be suffered by, or imposed on, incurred by or asserted against, any Indemnified Person, relating to or in respect of (a) any breach or non-compliance by AGENCY with any representation, warranty or other obligation of AGENCY under or with respect to this Agreement (including any third party claim arising out of or resulting from such breach or non-compliance), or (b) any non-compliance in AGENCY’s collection policies or practices or with applicable laws and regulations. The sole maximum liability of the AGENCY shall be the sum of $5,000.00 or amounts collected on behalf of the CLIENT for the preceding 12 months whichever is the lesser.

(b)CLIENT agrees to indemnify AGENCY, its affiliates, and their respective directors, officers, employees, agents, counsel and advisors (each an “Indemnified Person”) against and hold each of them harmless from any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation attorney’s fees), (collectively, “Claims”), which may be suffered by, or imposed on, incurred by or asserted against, any Indemnified Person, relating to or in respect of (a) any breach or non-compliance by CLIENT with any representation, warranty or other obligation of CLIENT under or with respect to this agreement (including any third party claim arising out of or resulting from such breach or non-compliance), or (b) any non-compliance in CLIENT’s reporting of debtor and/or credit information used for collection purposes or reported to credit bureaus, or (c) any breach or non-compliance by CLIENT with applicable laws and regulations. The sole maximum liability of the CLIENT shall be the sum of $5,000.00 or amounts collected on behalf of the CLIENT for the preceding 12 months whichever is the lesser.

  1. FDCPA/FCRA CREDIT REPORTING

CLIENT agrees to follow the guidelines of the Fair Debt Collections Practices Act (FDCPA) and the Fair Credit Reporting Act (FCRA) in regards to accurate and timely reporting of customer balances and payment history. CLIENT shall indemnify AGENCY for any erroneous or untimely updating of customers account to the corresponding credit bureau. CLIENT shall instruct AGENCY, in writing, if they wish to have AGENCY NOT report to a credit bureau.

  1. NON-SOLICITATION

CLIENT agrees that it, its agents, subsidiaries, and employees will not solicit or attempt to solicit an employment Agreement of any kind with persons associated with AGENCY. The term “Persons associated with AGENCY” includes, but is not limited to: collectors, managers, salespeople, customer service personnel, and support staff which have an existing employment relationship with AGENCY, and receive compensation based on that relationship. In the event that CLIENT hires an employee of AGENCY without prior written consent from the President of the AGENCY, CLIENT agrees to pay AGENCY a sum equivalent to three years annual salary for the employee at their pay rate on the date of hire with CLIENT. The parties to this Agreement acknowledge that the actual damages attributable to this breach would be difficult to calculate exactly, and agree that this is a reasonable sum to approximate the actual losses suffered by AGENCY in the event that said employee is hired by CLIENT. It is agreed by the Parties that this Agreement shall remain in full force until said time as this contract is terminated and then for a period of twelve (12) months thereafter.

  1. BUSINESS ASSOCIATE AGREEMENT

AGENCY shall abide by all HIPAA regulations pursuant to any terms as may be contained in a Business Associate Agreement as heretofore or hereinafter may be executed.

  1. INDEPENDENT CONTRACTOR RELATIONSHIP

The relationship created by this Agreement is solely that of an independent contractor. This Agreement does not create any form of partnership, joint venture, or other similar business relationship between the parties. AGENCY will use its own name in all communications with CLIENT'S customers, debtors and/or third parties and will not hold itself out as doing business under the name of the CLIENT. AGENCY shall have no authority to bind CLIENT except as contained herein.

  1. GOVERNING LAW

This Agreement shall be enforced and construed in accordance with the laws of the State of Texas. Jurisdiction of any litigation with respect to this Agreement shall be in Texas, with venue in a court of competent jurisdiction located in Travis County. In the event of a conflict between the terms of this Agreement and the terms of any of the Underlying Agreements, the terms of this Agreement shall control.

  1. SEVERABILITY

If any provision, paragraph, or subparagraph of this Agreement is adjudged by any court of law to be void or unenforceable in whole or in part, the adjudication shall not be deemed to affect the validity of the remainder of the Agreement, including any other provision, paragraph, or subparagraph. Each provision, paragraph, and subparagraph of this Agreement is declared to be separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant.

  1. SURVIVAL

All terms contained in this Agreement shall continue in full force and effect for the term of this Agreement and for a period of twelve (12) months after said Agreement is terminated for any cause. The longer terms as contained in paragraph 4 above shall extend this time requirement as it pertains to Confidentiality protection and/or issues.

  1. NOTICES

Notices pursuant to this Agreement shall be sent to the signatories at the addresses as shown below.

  1. FORCE MAJEURE

Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

  1. VALIDITY OF AGREEMENT

Each party acknowledges to the other that the person executing this Agreement on behalf of such party is duly authorized to do so.

  1. ENTIRE AGREEMENT

This represents the entire Agreement among the parties. There are no other agreements, promises, or undertakings between the parties except as specifically set forth herein. No alterations, changes, modifications, or amendments shall be made to this Agreement, except in writing and signed by the parties hereto.

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CSA 2015 – INV