TELEHEALTH ORIGINATING SITE SERVICES AND SUPPORT AGREEMENT. THIS AGREEMENT is entered into as of this day of, by and

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1 TELEHEALTH ORIGINATING SITE SERVICES AND SUPPORT AGREEMENT BETWEEN (AGENCY) AND THIS AGREEMENT is entered into as of this day of, by and between and (Agency). RECITALS WHEREAS, Agency desires to engage the services of to provide for Agency clients, and contract with TeleHealth Originating Site Services and Support in an armslength and fair market value basis for such services. NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and Agency agree as follows: 1. TeleHealth Originating Site Services and Support: Agency agrees to purchase, and agrees to provide personnel to deliver TeleHealth Originating Site Services and Support services to Agency as provided in this Agreement. 2. Scope of Services: shall provide to Agency the required personnel and equipment to perform TeleHealth services to Agency on a day-to-day as needed basis. These services will generally include, but not be limited to: A. TeleHealth Originating Site Space, connectivity and equipment, agreed to herein between two parties or as set forth in Amended Exhibit A, dated and signed by the parties which is incorporated by this reference. B. TeleHealth Originating Site Support Services agreed to herein by the parties or as set-forth in an Amended Exhibit A, dated and signed by the parties, which is incorporated by this reference. C. Agency understands by providing TeleHealth originating site space, connectivity and support services, is in no way endorsing Agency s TeleHeath technique or style of practice, and Agency agrees to hold harmless from any and all damages to persons or property or from any claims, liabilities, costs or expenses (including attorney s fees) resulting from the acts or omissions, including default or negligence of Agency or its employers, principles, agency, successors, or assigns from or as a result of Agency provision of TeleHealth services provided by a Agency via connectivity purchased through this agreement, or failure of equipment. 3. Schedule. shall provide the space to provide the TeleHealth services in such amounts and at such times as set forth in Exhibit A, which is incorporated by this reference as if

2 fully set forth herein. shall provide additional personnel or additional hours as agreed upon by both parties. 4. Delegation. All the duties and responsibilities of in this Agreement are to be performed by personnel and may not be delegated or assigned without prior written consent of both parties. 5. Independent Contractor. The parties agree that the personnel furnished by at all times are acting and performing as independent contractors. Agency shall neither have nor exercise any control or direction of the methods by which the personnel furnished by shall perform their duties, professional work and functions, except that the personnel furnished by are expected to perform their professional work and functions at all times in accordance with the currently approved and accepted methods in the medical community. 6. Term. Subject to the provisions of paragraph 11 below, the term of this Agreement shall be for a one (1) year period commencing on the date stated above and shall automatically annually renew unless terminated as provided for under this Agreement. 7. Compensation. shall be paid for the services provided in this Agreement at such rates as provided for in the Compensation Scale set forth in Exhibit A which is incorporated by this reference as if fully set forth herein. Such fees represent customary charge for services and are based on such services fair market value. In the event that the scope of the services changes such that additional personnel or additional hours are needed, Agency agrees to pay for such additional personnel or additional hours as the rates set forth in Exhibit A. The fees set forth in the Payment for Services shall be determined by the parties on an annual basis, unless otherwise agreed in writing. Any changes in the Payment for Services shall be set forth in an amended Exhibit A which shall be dated and signed by the parties and attached hereto and incorporated by this reference. 8. Billing. The parties agree that will bill Agency monthly for Telehealth Originating Site Services. 9. Credentials of Personnel. All personnel furnished by to Agency shall be duly licensed by applicable regulatory authorities, if such licensing is required to perform the duties required by Agency 10. Insurance and Indemnification. Both parties shall keep in force and effect during all times material to this Agreement insurance to provide general liability and professional liability coverage insuring for the performance of such employees. Such insurance shall be in a sum of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) aggregate during any calendar year. hereby expressly agrees to indemnify and hold Agency harmless from any and all damages to persons or property or from any other claims, liabilities, costs or expenses

3 (including attorney s fees), resulting from the acts or omissions, including default or negligence, of or its employees, principals, agents, successors or assigns arising from or as a result of the performance of this Agreement. Agency hereby expressly agrees to indemnify and hold harmless from any and all damages for persons or property or from any other claims, liabilities, costs or expenses (including attorney s fees), resulting from the acts or omissions, including default or negligence, of Agency or Agency employees, principals, agents, successors or assigns arising from or as a result of the performance of this Agreement or failure of Agency s equipment. 11. Termination. This Agreement shall terminate on the first to occur of the following events: A. On written notification by either party, provided at least forty-five (45) days prior to termination, with or without cause; or B. On the expiration of the term of this Agreement; or C. On the permanent cessation or abandonment of either party s business; or D. On the dissolution or liquidation of either party s business; or E. Either party may terminate this Agreement on: 1) An amendment, modification or change in any law, rule, regulation or relevant medical ethical standard applicable to either party in any way subsequent to the date of this Agreement or any order or judgment of any court or other agency of government applicable to either party is entered subsequent to the date of this Agreement such that any of such laws, rules, regulations, orders or judgments would be violated if the parties continue the contractual arrangements set forth in this Agreement, or if 2) The performance by either party of any term of this Agreement jeopardizes the ability of Agency to participate in any federal, state or other reimbursement or payment programs or full accreditation of or Agency under any state or nationally recognized accreditation organization, or any licensure of or Agency. 12. Documentation. SWMHC shall document all services rendered to fulfill the terms and conditions of this Agreement. This documentation shall be available for inspection by Agency from time-to-time to verify the services performed by. 13. Notices. All notices, demands, requests, consents, or other communications required by this Agreement may be sent by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile addressed as follows:

4 TO: Agency TO: Each party may designate by notice in writing a new address to which any notice, demand, request or consent may thereafter by so given, served or sent. Each notice, demand, request or consent shall be delivered in the manner described above, shall be deemed sufficiently given, served, sent, or received for all purposed at such times and as delivered to the addressee at such time as the delivery is refused by the addressee or presentation. 14. Severability. If any provision of this Agreement, or any other agreement, document, or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under the applicable law, said part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining provision of said agreement. 15. Amendment and Assignment. This Agreement shall not be assigned, amended, altered, or modified except by an instrument in writing duly executed by the parties. 16. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the transactions contemplated herein, and supersedes all prior oral or written agreements, commitments, or understandings with respect to the matters provided for herein. 17. Governing Law. This Agreement, the rights and obligations hereunder, any claims or disputes remaining thereto shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law of rules. 18. Patient Referrals. No portion of this Agreement shall include or encourage the referral of patients. The parties understand and agree that they are entering into this Agreement (and into any subsequent agreements) as part of an arms-length transaction and that under no circumstances is the referral of patients to Agency to or to by Agency: A. A precondition to the execution or consummation of this Agreement (or any subsequent agreements); B. The consideration, in whole or in part, for the execution or consummation of this Agreement (or any subsequent agreements). No payment under this Agreement shall be in return for the referral of patients or in return for the purchasing, leasing or ordering of any products for services from each other.

5 19. Safe Harbor Regulations. The parties acknowledge that this Agreement and the business relationship created satisfies the safe harbor provisions for management contracts set forth in 42 C.F.R (d). 20. Authorization. The parties acknowledge and agree that they are authorized to execute this Agreement. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed on their behalf, the date and year first above written. AGENCY BY: BY:

6 EXHIBIT A Scope of Service: will provide and maintain TeleHealth originating Site Space, equipment, technical repair, upkeep and connectivity from it s locations in to the video conferencing bridge at. This space and connectivity will be made available to Agency generally between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday, or during said regular business hours, at various scheduled times agreed upon between the parties. Agency understands that use of said space and equipment will take priority over services outlined in this agreement. Agency s scheduling and use of space and equipment will be subject to sudden change (reschedule based on urgent cancellation) staff and clients, needs, or the contractual urgent case/consultation responsibilities of. Use of equipment will include Polycom 7000 operating at or near 384 kbps bandwidth, as well as limited access to phone, fax, copier and other office equipment as needed. will also provide TeleHealth originating site support services including reception, scheduling and on-site Consultation, emergency assessment and intervention services as requested by the Agency. Agency will be responsible for all distant site space, equipment and connectivity and costs from the distant site to the Center Bridge in, for the purposes of this agreement. Payment for Services: Agency agrees to pay all bridging fees incurred by to support originating site needs as invoiced by. will submit proof of increased bridging costs at Agency s request. Agency agrees to pay $ per hour for originating site equipment usage, scheduling and support services. Agency agrees to pay $ per hour on distance site TeleHealth Professional Consultation, emergency assessment and intervention services requested by Agency.