Medical Evaluation Agreement Terms and Conditions

March 2024

1.) STATUS OF PROVIDER. The parties acknowledge that Provider is an independent contractor to QTC. In no event shall Provider or any of its employees be deemed a joint venture party, partner, employee, or agent of QTC by virtue of the MEA. QTC has no control over the manner or method by which Provider meets its obligations under the MEA provided that Provider’s Services shall be performed in a competent and efficient manner in accordance with current professional standards for the industry in which the Services fall.

2.) INDEMNIFICATION. Provider will indemnify, defend, and hold the QTC, its affiliates, subsidiaries, agents, representatives, directors, officers, and employees, harmless from and against all 3rd party claims, causes of actions, demands, liabilities, losses, and expenses, including reasonable attorney fees and witness’ fees, arising from or relating to Provider’s acts or omissions to the extent caused by the negligence or misconduct of Provider or any of Provider’s employees or agents. This section shall survive the termination or expiration of this Agreement.

3.) INSURANCE. As applicable, Provider shall maintain, at its expense, insurance coverage, or programs of self-insurance for Provider for claims made during and after termination of the Agreement based on conduct or events having occurred during the term of the Agreement, with policy limits as a minimum of the following:

a. Workers Compensation – To the extent applicable, statutory limits containing a waiver of subrogation against QTC and its affiliates, with Employer’s Liability of Five Hundred Thousand Dollars ($500,000) per each accident and Five Hundred Thousand Dollars ($500,000) per each employee disease with a One Million Dollars ($1,000,000) policy limit.

b. Employer’s Liability – To the extent applicable, Five Hundred Thousand Dollars ($500,000) per each occurrence;

c. Commercial General Liability (CGL) – To the extent applicable, (bodily injury and property damage combined) to include Blanket Contractual coverage with combined single limit, bodily injury and property damage liability or at least One Million Dollars ($1,000,000) per each occurrence and One Million Dollars ($1,000,000) in the annual aggregate;

d. Business Automobile Liability insurance – To the extent applicable, One Million Dollars ($1,000,000) per combined single limit per accident for bodily injury;

e. Medical Professional Liability – One Million Dollars ($1,000,000) per each occurrence and Three Million Dollars ($3,000,000) in the annual aggregate or, to the extent that the Services are provided in a jurisdiction with statutory limitations on medical malpractice liability, then limits shall be not less than the current statutory limits per each occurrence and three times such amount in the annual aggregate;

f. Cyber Liability, also known as Data Breach Coverage, of at least One Million Dollars ($1,000,000) per each occurrence;

All insurance policies required shall be issued by insurance companies licensed to do business in the relevant state or states and with a minimum A. M. Best rating of A-. With the exception of Workers’ Compensation and Employers’ Liability insurance, QTC shall be an additional insured on Providers insurance policies.  All insurance certificates shall provide for at least thirty (30) days’ notification from insurer to QTC before coverage is canceled or materially changed.  Provider shall provide to QTC an insurance certificate indicating the foregoing coverage prior to the effective date of the Agreement. The provisions of this Section shall survive termination or expiration of the Agreement.

4.) TERMINATION. Either party to this Agreement may terminate the Agreement with a 30 days prior written notice to the other party.

5.) MISCELLANEOUS. Nothing in this Agreement shall be construed as a waiver by either party of its ability to defend against liability, limits of liability, or of its right to assert other defenses otherwise available to it by operation of law, including but not limited to the statute of limitations.    No modification of this Agreement or of any of the provisions herein shall be effective unless in writing and signed by both parties.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

6.) SANCTIONS AND EXCLUSIONS. Each Party represents and warrants that, to the best of its knowledge, information and belief, and after due inquiry and exercise of reasonable care and due diligence, neither it nor any of its officers, directors, partners, principals, owners, employees, agents, independent contractors or representatives has been sanctioned or excluded, for any reason, from participation in any Federal health care programs, as defined under 42 U.S.C. §1320a-7b(f), or any State Medicaid program, or any other Federal or State procurement or non-procurement program, and, to its knowledge, there are no pending or threatened governmental investigations that may lead to such sanction or exclusion. Each Party agrees to notify the other Party of the commencement of any such sanction, exclusion or investigation within two (2) business days of first learning of it.

7.) PROVIDER REPRESENTATIONS REGARDING EXCLUSION. In the event that during the term of the Agreement, Provider is charged with a felony or Provider’s ability to provide Products and Services in any state, commonwealth or other jurisdiction is revoked or becomes limited, suspended or otherwise restricted in any material manner, Provider shall promptly advise QTC and such event shall be grounds for immediate termination without cause under the Agreement. Provider represents, warrants and covenants that, to the best of its knowledge, it, its parent entities and/or its subsidiaries who will provide Products or perform Services pursuant to the Agreement are not currently charged with and have never been convicted of a felony as set forth in 42 U.S.C. § 1320a-7, nor have they ever been suspended from participation in, or subjected to, any type of criminal or civil sanction, fine, civil money penalty, debarment or other penalty by any private or public health insurance program, including Medicare, Medicaid, Tricare or any other federal or state health insurance program.

8.) DISPUTES:

a. All disputes under this Agreement that are not disposed of by mutual agreement may be decided by recourse to a legal action in a court of law. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of under or in connection with this Agreement.

b. Until final resolution of any dispute hereunder, Contractor shall diligently proceed with the performance of this Agreement as directed by QTC.

c. To the extent that a dispute under this Agreement is, in substance, part of a claim, appeal, or dispute between QTC and its Client, Contractor shall cooperate with QTC as requested and at its own expense. Contractor shall be bound by the resolution of such claim, appeal, or dispute.

d. Choice of Law. This Agreement and any matter arising out of or related to this Agreement shall be governed by the laws of the state of California from which this Agreement is issued by QTC, without regard to its conflicts of laws provisions

9. PRIVACY AND INFORMATION SECURITY. Contractor agrees to the following requirements:

a. Examinee Information includes Examinee personal information (e.g. Social Security Number, Address, Date of Birth), and Examinee medical information including but not limited to medical records, diagnostic results, X-rays and transcription records, including information and records relating to the Examinee that is received by Contractor and/or produced by Contractor. For the purposes of this Agreement all electronic and paper forms, printed examination sheets and related information provided by QTC are also considered part of Examinee Information.

b. The protection and release of Examinee Information is governed under the Privacy Act of 1974. Contractor shall comply with the Privacy Act of 1974, Public Law 93-579 and all applicable state laws regarding privacy and protection of Examinee Information.

c. HIPAA Regulations. Examinee Information as it pertains to Medical Examination Services and Services may not be governed under HIPAA regulations. However, Contractor is to maintain and treat Examinee Information with the same level of care and protection as HIPAA-covered information.

d. All requests for release of Examinee Information should be directed to QTC, who will refer the request to the appropriate Client.

e. Contractor shall not record examinations in any medium, including video, photographs, image, or audio, unless specifically requested and authorized in advance by QTC.

f. Examinee Information shall not leave the United States, including during transcription.

g. Contractor shall not utilize Examinee Information in any manner not authorized by QTC including, but not limited to, for any research or publication purposes.

h. Contractor understands and agrees to be responsible for the protection of Examinee Information, including the use and disclosure of such information by Contractor Personnel (including subcontractors).

i. Contractor understands and agrees that Examinee Information can only be disclosed to QTC.

j. Contractor understands and agrees not to disclose Examinee Information to the Examinee or anyone not involved in the performance of Medical Examination Services and Services unless specifically authorized by QTC or under emergency conditions where disclosure of Examinee Information is imperative to protecting the Examinee’s health.

k. Contractor also agrees that it is not the custodian of Examinee Information. For all Examinees, Contractor agrees to assign and hereby assigns to QTC the entire right, title and interest in all Examinee Information and related data, including but not limited to, paper reports, handwritten notes, data entered electronically in QTC software, electronic notes and documents submitted to QTC via facsimile (FAX), electronic FAX, web browser, mail, and e-mail.

l. Contractor agrees to immediately notify QTC (within 24 hours) when any disclosure of Examinee Information is made due to emergency conditions.

m. Contractor also agrees to notify QTC within 24 hours of any actual or suspected compromise of Examinee Information (an “Incident”). Contractor will take appropriate immediate actions to investigate and contain the Incident and any associated risks. As used in this section, “compromise” means that any Examinee Information has been exposed, or may have been exposed, to unauthorized access, inadvertent disclosure, known misuse, loss, destruction, or alteration, other than as required to perform the Medical Examination Services and Services. Contractor will additionally provide its reasonable cooperation to QTC and Client in any investigation either may conduct regarding the nature and scope of any Incident. Any costs that may be incurred for remedial actions caused by an Incident shall be borne by Contractor.

n. In the case of Medical Examination Services for the Department of Veterans Affairs (VA), Contractor shall not receive, retain, or use any medical records provided by the Examinee. The only information to be used is that provided from the Client by QTC and transmitted to the Contractor. QTC will also handle any request by a Contractor for clarification or additional information.

o. In the case of Medical Examination Services for other Clients, Contractor will observe any special procedures about the handling of Examinee Information, and what records can be used, as communicated by QTC.

p. Contractor agrees that nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of QTC other than as provided herein. The browser interface, printed/electronic worksheets and other graphics, or electronically recorded data furnished by QTC for use by Contractor is the proprietary property of QTC.

q. Contractor will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after the term of this agreement, any copyrighted, proprietary or confidential information or know-how belonging to QTC, or practice any patent, regardless of format, except to the extent necessary to perform Medical Examination Services and Services under this Agreement.

r. Contractor agrees that any forms, examination sheets and related information provided by QTC in electronic or printed format are provided for the purposes of conducting the Medical Examination Services and Services and belong solely to QTC. Contractor further agrees that these materials will not be duplicated or distributed except as required to complete the medical examination on behalf of QTC. Contractor will return them promptly to QTC upon termination of this Agreement, and shall retain no copy.

s. QTC grants Contractor the license to use the software for the sole purpose of performing Medical Examination Services and generating corresponding medical reports.

t. Contractor agrees to use this software responsibly and will ensure that Contractor and other persons directly employed or subcontracted by Contractor who use this software will only use it for the purpose for which the Limited License is granted in the paragraph above.

u. Contractor understands and agrees that the use of QTC software is subject to the terms and conditions included as part of the QTC software and are subject to change without prior notice. Contractor further understands that notice of such changes will be given electronically at the time of login to the QTC software and using the software will constitute acceptance of the terms and conditions posted.

v. In the event Contractor perform service(s) in a QTC facility, Contractor understands and agrees to responsibly use QTC provided information technology including but not limited to PCs, associated networks, internet access, e-mail, data storage, computer accounts, software (both commercial off-the shelf and proprietary QTC software) and telephony services (collectively labeled “QTC IT”). Contractor further agrees that any use of QTC IT made available to Contractor or persons directly employed or subcontracted by Contractor, willfully or otherwise, for other than medical examination(s) and generating the corresponding examination report(s) on behalf of QTC, shall constitute a breach of contract. Under such circumstances, Contractor understands that QTC has the right to take appropriate action including but not limited to immediate cessation of access to QTC IT and contract termination.

w. QTC utilizes quality-monitoring tools in our telecommunications system and those tools extend to independent contractors that may call into QTC or be called by QTC departments/staff. All voice recordings for inbound or outbound calls are subject to quality review in order to provide exemplary customer service to our valued customers

x. The MEP software application (used for VA examinations) is provided on an “as is”, “as available” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. QTC expressly disclaims any representation or warranty that the MEP application will be error-free, timely, secure, or uninterrupted.

y. Contractor acknowledges and understands that no oral advice or written information provided by QTC, its employees, licensors, or agents will create a warranty, nor may Contractor rely on any such advice or information.

z. Under no circumstances, including negligence, will either party or its respective affiliates be liable for any direct, indirect, incidental, special, or consequential damages that result from the provision of, the use of or inability to use the MEP application, including, but not limited to, damages that result from reliance on any information obtained from the MEP application, or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to the MEP application of medical records.

aa. Contractor agrees that Contractor will not store any Examinee Information on Contractor laptops, desktop, associated networks, e-mail or to Contractor personal devices and/or cloud services unless the device and/or cloud service has 256-bit Advanced Encryption Standard (AES) encryption software installed and all such Examinee Information is encrypted.

10.) An unacceptable conflict of interest exists when:

a. The Contractor is a Treating Physician. “Treating Physician” means Contractor who has at any time treated the Examinee, whether for a condition being diagnosed, or for any other condition, or who treats he Examinee for a condition being diagnosed.

b. If any other cause would, in the opinion of QTC, impair the ability of Contractor to provide an independent medical judgment. For instance, a Contractor should not provide Medical Examination Services for an Examinee that is his/her relative.

c. Contractor Personnel are employees of the Federal Government, military or civilian.

11.) QTC is the sole financially responsible party for the Services. The examinee shall never receive a bill for any of the Contractor’s services. QTC will pay Contractor the price specified in this Agreement according to terms and conditions set forth in it, including the Attachments. Contractor agrees to accept payment in accordance with the terms of the Agreement as payment in full for the Services. Contractor is not to submit separate or additional invoices to QTC, a Client, any Examinee, any Federal or state medical program, or any Examinee’s insurance company. The Contractor shall resolve unsettled bills erroneously sent to the examinee or to the examinee’s insurance company by providing correspondence to QTC to absolve charges within five (5) business days of identification of the error.

12.) All such facilities where medical services are performed must be in compliance with all applicable Occupational Safety and Health Administration (OSHA) and American with Disabilities Act (ADA) requirements and must remain so at all times during the term of this Agreement. Contractor warrants such compliance and is responsible for monitoring these facilities.

13.) Contractor warrants that Contractor has not been convicted of any criminal charges or been named as part of an indictment. Contractor agrees to notify QTC within 24 hours should Contractor be convicted of any criminal charges or being named as part of an indictment.

14.) Contractor understands that QTC makes no representation or guarantee concerning the amount of work that Contractor may be called upon to perform.

15.) FAR CLAUSES: This Agreement is subject to the following Federal Acquisition Regulation (FAR) clauses, to which Provider must comply with, as applicable. Provider can find the complete text of the following FAR clauses at the following website: https://www.acquisition.gov/Far. These clauses establish QTC’s rights, and those of QTC’s Government customer. In the clauses, the term “Contractor” is intended to refer to QTC, as the prime contractor with the Federal Government, but this term should be understood as also including Provider (as used in this Agreement), as the subcontractor to QTC. References to the “Government” and “Contracting Officer” shall be understood to include QTC.