Laboratory Service Agreement | Access Med Labs 2

This Laboratory Service Agreement (the “Agreement”) is entered into this 4th day of June 2024 by and between Access Medical Laboratories, LLC, a Delaware limited liability company (“Provider”) and (the "Client"), an entity formed under the laws of (the “Client”).

RECITALS

1. Provider is engaged in the business of Lab Testing for physicians, clinics, and all health care services throughout the United States.
2. Provider processes requested lab tests, performs the tests requested, and will provide accurate results subject to industry sensitivity and specificity standards.
3. Provider is a full-service Medical Laboratory with state-of-the-art instrumentation to process labs and Client desires to retain the services of Provider for Client’s patients or customers.

AGREEMENT

1. SCOPE OF SERVICES. The Provider agrees to process all Laboratory work requested for patients of the Client. The Client shall be responsible, at its cost to: (i) arrange for and collect specimens for testing from their patients, (ii) and to ship the specimens to the laboratory of the Provider. The Client shall submit a request for Services (Requisition Form) to the Provider that shall include all of the necessary information the Provider needs to procure the Services. This information must include the patient’s name, Date of Birth, gender, and the requested lab work to be performed. Upon receiving the request for lab work and the patient’s specimen, the Provider shall perform the requested lab work. The Provider shall provide the Client with the supplies and materials necessary to collect and ship the specimens to the Providers Laboratory.
2. BILLING AND COLLECTIONS FOR LAB SERVICE. The Provider will invoice the Client for services rendered. The fees for laboratory work per patient are determined based on the prices quoted to the Client. In the event of price adjustments for tests performed at the Providers Laboratory, the Provider will notify the Client of any changes at least thirty (30) days before implementation. An annual price increase of 4-6% will be applied, effective every January 1st.

SEE EXHIBIT A for terms of payment which is a part of this Agreement.

1. If the Client fails to pay an invoice on the due date, the Provider has the right to inactivate the Client's account, remove online portal access and not process any requests from the Client until the outstanding balance is paid. If the Client does not make a payment on a past-due invoice 30 days after the due date, the Provider will submit this past-due invoice to a collection agency.
2. The Client shall cooperate with the Provider and provide the Provider with all applicable patient information and other information necessary to the Provider in performing the billing functions for Services provided under this Agreement.
3. TERM. The term of this Agreement shall commence on the effective date set forth above and continue for a term of one year. This Agreement shall automatically renew for successive terms of one year each until terminated. Either party may terminate this Agreement, with or without cause, upon not less than thirty (30) days advance written notice to the other. The termination of this Agreement shall not affect the rights and obligations of the parties which arose prior to the effective date of termination.
4. MEDICAL RECORDS. All patient records shall be treated as confidential and maintained in compliance with all state and federal laws and regulations. All charts and medical records relating to patient care produced by the Provider shall be owned and retained by the Provider. This information shall include access to all records from laboratory work performed for a patient’s Laboratory work. To the extent permitted by law, the Client and the Provider shall, on request, provide the other with copies of medical records for services procured in connection with this Agreement.
5. HIPAA COMPLIANCE. The parties acknowledge that in the performance of this Agreement, each may have access to patient medical records and other protected health information, the confidentiality of which is protected by law. Neither party nor its employees shall disclose to any third party, except where permitted or required by law or where such disclosure is expressly approved by the other party in writing, any patient or medical records information regarding patients receiving services under this Agreement, and both parties shall comply with all federal and state laws and regulations, and all rules, regulations and policies regarding the confidentiality of such patient information. Each party represents and warrants to the other that it is, and will remain, in compliance with the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and all applicable HIPAA and HITECH regulations, and each party shall cooperate with the other in implementing such business associate agreements or other agreements as HIPAA and HITECH may require. Each party shall indemnify and hold the other party harmless from any liability, costs, awards, judgments, penalties or fees (including reasonable attorney’s fees) arising out of a breach of its confidentiality or other obligations under HIPAA and HITECH.
6. NOTICES. All notices and other communications required to be in writing shall be deemed to have been given either at the time of delivery if delivered personally or by an independent contract carrier; or twenty-four (24) hours after the time of postmark if mailed Express Mail, postage prepaid, return receipt requested, or seven (7) days after the time of postmark if mailed registered or certified mail, postage prepaid, return receipt required, and in each case, addressed as set forth below:
   To Provider :
   Access Medical Laboratories
   5151 Corporate Way
   Jupiter, FL 33458
   Attn: Sales Manager
   To Client :
   or to such other address as any party shall designate at any time in writing by notice to the other party in accordance with this paragraph.
7. WAIVER AND MODIFICATION. This Agreement may not be amended, modified, superseded, or canceled, and none of the terms and conditions hereof may be waived, except by a written instrument executed by the parties or, in the case of a waiver, by the party waiving compliance.
8. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. No assignment of this Agreement may be made by any party without the prior written consent of the other party. The invalidity or unenforceability of any provision of this Agreement shall not affect its remaining provisions.
9. FORCE MAJEURE. Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including without limitation, acts of God, acts of war or terrorism, storm, shortage of supply, breakdowns, power or other utility failures, labor difficulties, civil unrest, or governmental orders or regulations. In the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder as soon as possible.
10. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida excluding its conflict of law provisions. Venue on any action shall lie exclusively in the State or Federal courts located in Palm Beach County, Florida. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDINGS OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT OR ANY MATTERS ADDRESSED HEREIN. The prevailing party in any legal action hereunder shall be entitled to reimbursement from the non-prevailing party for all attorney and paralegal fees and court costs incurred. If Provider retains a collection agency due to the default of Client, Client agrees to reimburse Provider for the fees and expenses of the collection agency.
11. COUNTERPARTS; ELECTRONIC DELIVERY. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, pdf or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

WHEREOF, the parties here to have executed this Agreement as of the date set forth above.

PROVIDER:
ACCESS MEDICAL LABORATORIES, LLC.
5151 Corporate Way
Jupiter, FL 33458

By: Access Medical Laboratories, LLC

CLIENT:
By:

Exhibit A

Account Terms of Payment

1. Invoices are generated twice a month and are located within the Client's online portal under the billing tab. An email notification will also be sent to the Client’s email address on file:
   • The first invoice is generated on the 16th of every month or the business day that follows. This invoice includes services rendered between the 1st through the 15th of the corresponding month;
   • The second invoice is generated on the 1st of the following month or the business day that follows. This invoice includes services rendered between the 16th through the last day of the previous month;
2. Invoices include an itemized list of services rendered for all patient lab services.
3. Payments are due net 10 days from the date of invoice—an invoice dated the 1st of the month, is due on the 11th of the corresponding month.

   A valid credit card or ACH is required to be kept on file. If there is no correspondence from the Client regarding an invoice prior to the due date of such invoice, the Provider is authorized to process payment on the due date of the corresponding invoice.