Terms of Service and Service Agreement

Service Agreement and Terms of Service

 

NWA AGREEMENT – DIGITAL SIGNATURE

                                                  

ALLERGY CENTER SERVICES AGREEMENT

This Allergy Center Services Agreement (hereafter “Agreement”) is made as of the date of the digital submission (the “Effective Date”), by and between Nationwide Allergy Arizona (“NWA”), and the below indicated company and/or individual(s), as the “Practice Group.” This Agreement is for purposes of the establishment of an allergy testing and treatment center (an “Allergy Center”) on the premises of the Practice Group to assist the Practice Group in its delivery of allergy-related professional services to its patients.

  

RECITALS

 

WHEREAS, NWA is engaged in and has experience in assisting medical practices in implementing allergy related services such as testing and immunotherapy. Typical CPT Codes related to these services include, but are not limited to, 86003, 95004, 95165 or any associated or similar codes associated with allergy testing, allergen preparation, or treatment including successor codes thereto. NWA makes the initial capital investment and pays the ongoing expenses associated with procurement and delivery of testing supplies. Furthermore, NWA provides administrative documentation, unlimited access to online training and certification, billing and coding consultation, custom ordering and resource portal (as needed) and procedural administrative support suggested for the Practice Group’s use at the Practice Group’s discretion, and Confidential Information (as defined below) necessary for the Practice Group to establish an Allergy Center to provide allergy related services (hereafter “NWA’s Allergy-Related Non-Medical Services”);

 

WHEREAS, Practice Group has physicians (or equivalent) and ancillary staff licensed to practice medicine and provide medical services to patients according to federal and state guidelines (a “Provider”) and who are qualified to provide and supervise the Practice Group’s medical services to that NWA’s Allergy-Related Non-Medical Services support; 

 

WHEREAS, Practice Group desires to provide Practice Group’s medical services using the support of NWA’s Allergy-Related Non-Medical Services;

 

WHEREAS, NWA is willing to support Practice Group’s medical services through the implementation and provision of NWA’s Allergy-Related Non-Medical Services; and

 

WHEREAS, such relationship between Practice Group and NWA would not otherwise have been conferred if this Agreement had not been entered.

 

TERMS OF AGREEMENT

 

NOW, THEREFORE, in consideration of NWA entering into this Agreement with Practice Group and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NWA and Practice Group agree as follows:

 

  1. Term and Termination:

    1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for one calendar year unless terminated earlier pursuant to the provisions of this Agreement (the “Term”). This Agreement shall automatically renew for successive one (1) year terms (the “Renewal Terms”) unless NWA or Practice Group provides the other party with written notice of termination not less than thirty (30) days before the expiration of the Term or any subsequent Renewal Term.

    2. This Agreement may be terminated for cause by either party on written notice to the other party if there is a material breach, or failure to perform, or default by the other party in the performance of any of its material obligations, representations or warranties provided for in this Agreement, and such breach, failure to perform or default, if curable, is not cured within thirty (30) days of one party’s receipt of written notice from the other.  If bankruptcy or insolvency proceedings are commenced by or against either party, this Agreement shall automatically terminate. NWA or Practice Group may terminate this Agreement at any time without cause by giving sixty (60) calendar days written notice to the other party.

    3. The right of the parties to terminate this Agreement is not exclusive of any other rights and remedies available at law or in equity, and such rights shall be cumulative.  The exercise of any such right or remedy shall not preclude the exercise of any other rights and remedies.

    4. Upon termination of this Agreement, Practice Group shall immediately cease using and return to NWA or destroy all proprietary information, including without limitation Confidential Information (as defined below), billing and coding, patient forms, consent forms, contracts, documents, sales aids or literature, technical advice or knowledge, images, text, data, computerized information and the like, relating to the business of NWA, that it has received from NWA in connection with NWA’s Allergy-Related Non-Medical Services and Practice Group further agrees to retain no copies thereof.

 

  1. Establishment of an Allergy Center:

    1. NWA agrees to cooperate with the Practice Group in the Practice Group’s provision of its medical services to the Practice Group’s patients (the “Patients”) using the support of NWA’s Allergy-Related Non-Medical Services. All medical services will be provided by the Practice Group and are the sole responsibility of the Practice Group. The Practice Group and its Provider(s) shall at all times have control over medical services provided to Patients.

    2. NWA shall pay for supplies and equipment necessary, as determined by NWA, to perform NWA’s Allergy-Related Non-Medical Services that support the Practice Group’s medical services.

    3. NWA shall supply administrative support at the direction of the Practice Group, for Practice Group, on NWA’s Allergy-Related Non-Medical Services.

    4. Nothing in this Agreement shall be interpreted to mean that NWA will engage in the practice of medicine, which will at all times be solely the responsibility of the Practice Group.

  

  1. Practice Group Services:

    1. Practice Group will be responsible, for medication related to allergy care, as used in this Section shall include, but not be limited to epinephrine, rescue inhaler, nebulizer, liquid antihistamine, diphenhydramine, and corticosteroid.

    2. A Provider will be solely responsible for the practice of medicine including engaging in the following: (i) confirm that Patients entering the immunotherapy program have had lack of a favorable response/cure of their allergies with over the counter and physician-prescribed medications; (ii) review and sign all medical documents, document the medical necessity of the Services, and interpret all allergy testing results; (iii) perform an ear, nose and throat physical exam for each Patient being considered for immunotherapy (Patient chart documentation will include the Patient’s past family medical and social history, Patient-reported food and drug allergies, medication history, history of present illness, review of systems, and physician examination); (iv) be available to manage any emergency situation relating to the provision of medical services and to conduct and administer any routine medical procedures, such as the taking of vitals, not directly related to the NWA Allergy-Related Non-Medical Services; and (v) in the event that a Provider determines that a Patient should receive allergy injections at the Practice Group’s location, Provider or other Practice Group staff must provide these regular allergy injections as well as require the Patient to remain on-site for thirty (30) minutes following an in-office injection.

    3. Practice Group will have at least one Provider responsible for adhering to all federal, state, and local medical services guidelines on the premises when medical services are provided in the Allergy Center. The Practice Group Providers will make all medical decisions, including diagnosis and appropriateness of treatment for Patients and specifically will: (i) perform a medical history and physical on each Patient; (ii) determine whether the allergy service are medically appropriate and if so, authorize and document the need for such services in the applicable Patient’s medical chart; (iii) perform or supervise the allergy testing and interpret the results thereof; (iv) determine the appropriate immunotherapy treatment for each Patient; and (v) supervise (as defined by state, local, and federal regulations) the preparation of the antigens, injections and training of the Patients. Providers who provide allergy services and the supervision of NWA Allergy-Related Non-Medical Services in the Allergy Center must attend at least one NWA in-service and/or online training and any required continuing medical education as required by state, local, or federal law.

    4. The Practice Group is not required to have a minimum number of patients tested or treated. However, NWA shall have the option to amend the supplies sent, to compensate for lower patient volume.

    5. The Practice Group agrees to maintain at is sole expense, and/or on behalf of the Practice Group and its staff, throughout the term of this Agreement and any renewal terms, appropriate and adequate coverage for Professional Liability Insurance. Upon termination of this Agreement, in the event that such insurance shall have been on a “claims made” basis, the Practice shall maintain extended reporting (“tail”) insurance or such other insurance that covers the services rendered during the term hereof, with the same limits as required during the term hereof. Upon request, the Practice Group agrees to provide NWA certificates of insurance evidencing such coverage. Throughout the term of this Agreement, the Practice Group also agrees to maintain general commercial liability insurance covering the premises with limits appropriate to the type of risks common to the Practice Group’s business.

    6. In order to eliminate conflicts of interest, the Practice Group agrees not to provide any services, healthcare or otherwise to NWA employees or their family members, with the exception of necessary emergency medical care.

 

  1. Billing for Allergy Services: The Practice Group shall have the sole right and responsibility to bill and collect for all medical services rendered. The Practice Group agrees that it will submit accurate claims to third party payors within seventy-two (72) hours of services being provided to Patients of the Practice Group for allergy related services. The Practice Group shall ensure that all applicable Medicare, Medicaid and other federally or state-funded healthcare program requirements and guidelines are met for allergy related services. The Practice Group is solely responsible for ensuring that billing for allergy related services is in compliance with applicable state and federal laws, and third-party payer contractual obligations, as well as determining when it is appropriate to seek reimbursement for allergy related services and obtaining verification of coverage and pre-authorization for allergy related services if required. NWA makes no warranties or guarantees, express or implied, concerning any matters related to billing, coverage or payment of allergy related services and will bear no responsibility or liability for the results or consequences. The Practice Group should contact payors (insurance plans) directly for information regarding billing, payment and coverage of or for allergy related services.

 

  1. Payment for NWA’s Allergy-Related Non-Medical Services:

    1. The Practice Group shall pay in advance, via the online portal, to NWA a pre-determined fixed fee for each vial mix set ordered by the Practice Group intended for allergy treatment for the mixing and preparation of antigens for allergen immunotherapy (the “Fee”). The Fee shall be $500 per annual treatment vial set per patient of Antigen Preparation. Materials may include both subcutaneous and sublingual vials at Practice Group’s discretion. The Parties acknowledge and agree that the Fee represents the fair market value of NWA’s Allergy-Related Non-Medical Services provided by NWA for the benefit of the Practice Group. In the event that fair market value materially changes, the Parties agree to negotiate in good faith an appropriately revised Fee schedule on an annual basis only. 

    2. On an annual basis only, NWA has the option and reserves the right to adjust the Fee for inflationary increased expenses, up to and not to exceed seven percent (7%) annually, which is at the sole discretion of NWA.

    3. An initial training and certification fee must be paid to NWA prior to ordering services from NWA (the “Certification Fee”). The Certification Fee shall not exceed $1,250.00 and shall provide unlimited access to online training and certification for Practice Group’s staff.

 

  1. Non-Competition, Non-Solicitation, Non-Disclosure and Non-Circumvent: The parties acknowledge that in exchange for their execution of this Agreement, in the course of carrying out, performing, and fulfilling services under this Agreement, the parties will have access to and be trusted with Confidential Information (as defined below) relating to the other party.  The parties each acknowledge and agree that the parties have developed and will develop certain confidential and proprietary information (“Confidential Information”) which is a valuable, unique and special asset of the parties and which includes, but is not limited to, information not generally available or known outside of the parties concerning: (i) financial information; (ii) business strategies; (iii) marketing strategies; (iv) technical information; (v) formulas; (vi) documentation; (vii) costs; (viii) profits; (ix) markets; (x) price lists; (xi) clients and customers; (xii) client and customer lists and personal information; (xiii) business data related to clients; (xiv) information about employees including, but not limited to, salaries and bonuses; (xv) personal data; (xvi) actual and anticipated relationships with other businesses, entities, or persons; (xvii) plans for future work; (xviii) information about manufacturer(s), vendor(s), supplier(s) and pharmacy(s); (xix) research; (xx) development; (xxi) business processes; (xxii) fee schedules; (xxiii) financial information; (xxiv) services; (xxv) the methods of operation; and (xxvi) other non-public information in connection with the business of the parties, their affiliates, clients, other independent contractors, and/or vendors. The terms of this provision shall survive the termination of this Agreement. 

    1. Practice Group agrees that, at any time during the term of this Agreement, and for a period of two years following the termination of this Agreement (the “Termination Date”), it will not:

      1. Hire, solicit, or recruit for hire, directly or indirectly, any person employed by NWA without express written permission to do so.

      2. Encourage, directly or indirectly, any employee to leave the employment of NWA.

      3. Interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between NWA or any of its affiliates and any franchisee, customer, supplier, lessor, lessee, employee, vendor or consultant of NWA or any such affiliate.

      4. Engage in any act that Practice Group knew or reasonably should have known might injure NWA in any material respect or that would likely divert customers, suppliers, vendor, or employees from NWA.

      5. Participate in any role or activity (as an employee, owner, business, consultant or any other capacity), outside of the existing Practice Group, in any county within the United States in which NWA established an Allergy Center for Practice Group to provide allergy related services that NWA’s Allergy-Related Non-Medical Services support pursuant to this Agreement which is in competition with or for a competitor of NWA if the role or activity: (1) would involve services or activities, or the supervision of services or activities, that are the same or substantially similar in purpose, function or effect to the NWA Allergy-Related Non-Medical Services provided to Practice Group pursuant to this Agreement within the one (1) year period preceding the Termination Date; or (2) would involve providing services or activities, or the supervision of services or activities, that would directly compete with NWA’s Allergy-Related Non-Medical Services during the one (1) year period prior to the Termination Date.

        1. For the purposes of this Agreement, the term “competition” means any allergy related service that competes directly with NWA’s Allergy-Related Non-Medical Services.

        2. For the purposes of this Agreement, the term “competitor” means any organization, entity or person that competes with (1) NWA, and (2) shall be presumed (absent clear and convincing evidence presented by Practice Group) to include, without limitation, any entity engaged in the provision of allergy related services that NWA’s Allergy-Related Non-Medical Services support other than the existing Practice Group.

        3. This Agreement does not prohibit Practice Group or any of Practice Group’s Participants or Providers from engaging in activities in any capacity that are not competitive with allergy related services that NWA’s Allergy-Related Non-Medical Services support. 

        4. Practice Group may not avoid the purpose and intent of this Section 6 by engaging in conduct within the geographically limited area from a remote location through any means.

      6. Purchase or receive from third parties allergenic extracta or other supplies or equipment or medical devices related to allergy related services that NWA’s Allergy-Related Non-Medical Services support from NWA’s manufacturer(s), vendor(s), supplier(s), pharmacy(s) or their affiliates.

    2. Under this Agreement, NWA will disclose Confidential Information to Practice Group regarding NWA’s manufacturer(s), vendor(s), supplier(s) and pharmacy(s). Practice Group agrees, not to circumvent or contract directly or indirectly, either individually, through an affiliate, or as a principal, partner, agent, investor, co-owner, consultant, contractor or employee, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, contact, solicit, or seek allergenic extracta or other supplies or equipment or medical devices related to allergy related services that NWA’s Allergy-Related Non-Medical Services support from NWA’s manufacturer(s), vendor(s), supplier(s) or pharmacy(s) without the express prior written consent of NWA, which consent shall be at the sole and exclusive discretion of NWA. 

    3. Practice Group agrees that it is imperative to keep the Confidential Information confidential and agrees to do so and shall not disclose any Confidential Information in any manner whatsoever.  Practice Group acknowledges and agrees that both during and after the Term of this Agreement, they will not, either directly or indirectly, disclose, communicate or divulge or use for their own benefit or the benefit of another person or entity any Confidential Information or help any person or entity to do so. Practice Group agrees and acknowledges that the Confidential Information is confidential to NWA, and that NWA strives and takes steps to maintain the confidentiality of the Confidential Information. Practice Group further acknowledges that the disclosure of Confidential Information would cause irreparable harm to NWA. Therefore, Practice Group agrees, on behalf of itself and its Participants and Providers and agents and employees and contractors, that Practice Group shall, at all times, keep and retain in confidence and shall not disclose, directly or indirectly, and shall use only in carrying out its duties with NWA pursuant to this Agreement, all of NWA’s Confidential Information. Practice Group shall not disclose NWA’s Confidential Information to any third party, unless NWA consents in writing to such disclosure, or to the extent such disclosure is required by law. If certain Confidential Information must be reasonably disclosed to attorneys, accounts and other professionals to carry out the business and services contemplated hereunder, neither Practice Group nor its attorneys, accountants, or other professionals shall disclose, communicate, or use for the direct or indirect benefit of any other person or entity, any of NWA’s Confidential Information.

    4. These Restrictive Covenants do not prohibit Practice Group from continuing to provide any remaining immunotherapy to its Patients following the termination of this Agreement. The Restrictive Covenants shall not be construed to deny Practice Group of (1) the right to refer any Patients to any specialist outside of the Practice Group; (2) to recommend any treatment that the physicians deem is in the Patient’s best interest; or (3) the right to access information of their Patients whom they have seen or treated within one year prior to the termination of the Agreement if NWA has possession of the same.

    5. Practice Group specifically acknowledges that the activities restricted by this Agreement, the duration of time during which Practice Group is prohibited from engaging in competitive activity, and the geographic scope in which these competitive activities are restricted (any county within the United States in which NWA established an Allergy Center for Practice Group to provide NWA’s Allergy-Related Non-Medical Services pursuant to this Agreement within the one (1) year period prior to the Termination Date), are reasonable, and necessary to protect the legitimate business interests of NWA including its confidential and valuable business information, goodwill, customer relationships and its business relationships with other entities or persons relating to allergy related services that NWA’s Allergy-Related Non-Medical Services support. Further, Practice Group acknowledges and agrees that the geographic scope of this competitive restriction provision is reasonable, related to the business conducted pursuant to this Agreement.  

    6. If any portion of the restrictions set forth in this Section should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected, but rather such court shall reform the provision deemed invalid so that it shall be as near to the terms of this Agreement as possible and still remain enforceable under applicable law.

    7. The terms of this Section 6 shall survive the termination of this Agreement.

 

  1. Representations and Warranties by Practice Group: Practice Group represents and warrants that: (i) this Agreement does not conflict with and will not be constrained by any prior business relationship of Practice Group, other than the relationship with NWA; (ii) it does not possess confidential information arising out of any such prior business relationship which, in Practice Group’s best judgment, would be utilized in connection with Practice Group’s Agreement with NWA; (iii) it is duly organized, validly existing, and in good standing as a corporation or other entity; (iv) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (v) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action; (vi) it shall perform its activities under this Agreement in accordance with all applicable Federal, state and local laws and regulations; (vii) the execution, delivery and performance of this Agreement will not violate the provisions of any agreement to which it is a party or by which it is bound; (viii) it shall, at its own cost, apply for and secure any and all permits, licenses or other consents which may be required for the performance of its obligations under this Agreement; and (xiv) it shall perform its obligations under this Agreement with competent and skilled personnel in a good and workmanlike manner consistent with applicable industry standards and practices.

 

  1. Mutual Indemnity: The parties hereby agree to protect, defend, indemnify and hold harmless each other, and their respective affiliates, officers, directors, shareholders, members, agents and employees from and against any and all claims, demands, damages, losses or expenses, of any nature whatsoever, including court costs and reasonable attorneys' fees, caused by any breach by that party of any of its representations, warranties or obligations hereunder or its negligence or willful misconduct, except to the extent attributable to the negligence or willful misconduct of the other party. The obligations to indemnify, defend and hold harmless contained in this Section 8 will remain in full force and effect notwithstanding the termination of this Agreement, whether by expiration of time, by operation of law, or otherwise.

 

  1. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, WHETHER OR NOT THAT PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Trademarks and Copyrights: NWA grants to Practice Group a limited right to use only for the NWA Allergy-Related Non-Medical Services and only during the Term of this Agreement, the trademarks, tradenames, servicemarks, logos, or other identifying mark of NWA, and any copyrighted or copyrightable materials which include any marks or names of NWA royalty free with prior written approval of NWA (the “NWA Intellectual Property”).  Such approval shall be deemed to have been given if NWA fails to object or reply to such proposed use within five (5) business days after NWA has received a written request from Practice Group describing in reasonable detail Practice Group’s proposed use of NWA Intellectual Property. All reproduction and use of NWA Intellectual Property shall be under the strict control and supervision of NWA. All NWA Intellectual Property supplied to Practice Group under this Agreement shall belong to and remain the sole property of NWA and Practice Group shall not have nor acquire any right to copy, reproduce, publish or use such NWA Intellectual Property except in connection with the specific purposes of and in accordance with this Agreement. Upon termination or expiration of this Agreement, usage of NWA Intellectual Property shall immediately cease.  Except as otherwise specified in this Agreement, upon termination or expiration of this Agreement for any reason, Practice Group is not entitled thereafter to use or refer to NWA Intellectual Property in any manner. Practice Group agrees to return to NWA any NWA Intellectual Property (and all copies thereof) in its possession, as applicable, within ten (10) days of termination or expiration of this Agreement.

 

  1. Miscellaneous: 

    1. The term “Agreement” shall jointly refer to this Allergy Center Services Agreement and the Terms of Service below.

    2. Each of the parties hereto shall at all times operate its business and/or professional practice in compliance with all applicable federal, state and local laws, rules and regulations. The parties agree to comply in all respects with their respective obligations under the Health Insurance Portability and Accountability Act of 1996, P.L. 104-191, and the rules and regulations implemented thereunder (“HIPAA”) and shall execute a NWA Agreement (as defined by HIPAA).

    3. Practice Group will maintain records relating to all medical services rendered in the form and manner as required by state or federal law. Notwithstanding anything herein to the contrary, such patient records shall at all times belong solely to Practice Group.

    4. Whenever notice is required to be given under this Agreement, a writing signed by a representative of the party serving such notice personally delivered by hand, or delivered by email, or mailed by registered or certified mail, postage pre-paid, return receipt requested, or by delivered by recognized overnight delivery service for next business day, in each such instance to the other Party shall be deemed good and sufficient notice given on the date of (a) receipt in the case of personal hand delivery or email or (b) three (3) days after posting if sent by registered or certified mail. Such notice shall be addressed as follows: (i) if to NWA: Nationwide Allergy Arizona, LLC, 2919 Commerce St. #138 Dallas, TX 75226; (ii) if to Practice Group: (indicated below). 

    5. The Parties acknowledge that none of the compensation provided herein has been based, directly or indirectly, on the expected or actual volume or value of any referrals or other business between the Parties, that the compensation set forth herein represents the fair market value for the services provided by each Party and are commercially reasonable without regard for referrals.

    6. In the performance of the Professional Services by Practice Group and NWA’s Allergy-Related Non-Medical Services by NWA under this Agreement, it is mutually understood that the Parties are acting as independent contractors. NWA shall neither have nor exercise control or direction over the methods by which Practice Group performs its medical services.

    7. This Agreement shall be considered to have been entered into in the state of Texas and governed and interpreted in accordance with the laws of the state of Texas, without giving effect to any conflict-of- law principle of any jurisdiction.  Any action or proceeding arising out of this Agreement will be litigated in Texas Superior Court of Dallas County, Texas. NWA and Practice Group agree that such courts shall be the exclusive and sole forum for the adjudication of any dispute arising hereunder. For the purposes of this paragraph, NWA and Practice Group hereby: (i) irrevocably submits to the jurisdiction and venue (in the case of venue, to the fullest extent permitted by applicable law) of such courts; (ii) irrevocably waives, to the fullest extent permitted by applicable law, any right it might otherwise have to raise or claim or cause to be pleaded any claim or defense that the venue of such courts is improper, and (iii) agrees that process and other papers may be served by registered mail, return receipt requested, or by personal delivery, or in such other manner as may be permissible under the rules of such courts.

    8. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, executors, assigns, administrators and other representatives.

    9. Neither party shall have the right or power to assign its rights or obligations under this Agreement without the written consent of the other party, with such consent not unreasonably withheld.

    10. Nothing contained in this Agreement shall be deemed in any way to prohibit or restrict the right or freedom of either party to conduct any business activity unrelated to the NWA Allergy-Related Non-Medical Services without any obligation or accountability to the other even if such business or activity directly competes with the business of the other.

    11. If any litigation is instituted to interpret, enforce, or rescind this Agreement, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney's fees, costs, and expenses incurred at trial, on appeal, and on petition for review, as determined by the court.

    12. NWA and Practice Group agree that the consideration given for this Agreement in exchange for Practice Group’s promises is valuable and sufficient and is acknowledged by Practice Group’s signature below.

    13. The invalidity of any term or provision of this Agreement shall not invalidate or otherwise affect any other term or provision of this Agreement and the parties agree that any provisions of this Agreement that remain enforceable and severable shall be fully binding and enforced by the court. In the event any provision of this Agreement is determined to be wholly or partially unenforceable, the parties consent to the court reforming this Agreement so that it is enforceable. If the court determines an unenforceable provision cannot be reformed, the parties agree the court shall delete such provision and enforce all remaining enforceable provisions of this Agreement.

    14. The failure of either party to enforce any provision or condition contained in this Agreement at any time will not be construed as a waiver of that condition or provision nor will it operate as a forfeiture of any right of future enforcement of the condition or provision.

    15. This Agreement, including the Terms of Service set forth below, is the entire Agreement between NWA and Practice Group with respect to the subject matter hereof, and may not be changed except in writing signed by the party against whom enforcement of this Agreement, as so changed, is sought. All prior written or oral agreements or discussions between the parties concerning the subject matter of this Agreement are superseded and replaced by this written Agreement. This Agreement may be executed in two or more duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

 

    1. The parties and their respective counsel have reviewed this Agreement in its entirety and acknowledge that each has had a full opportunity to negotiate the Agreement’s terms.  Therefore, the parties expressly waive any and all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the Agreement’s drafter, and agree and affirm that the Agreement and all provisions thereof shall in all cases be construed as a whole, according to the fair meaning of the language used.

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized representative of each Party as of the Effective Date.

 

Date:  (as agreed to this day by digital consent)

 

Practice Group: (See associated form field)

 

Principle business address:   (See associated form field)

 

As an Individual:  (Digital signature)

 

​By: Dallas Cawley, Nationwide Allergy Arizona, LLC   

 (Digital signature)

TERMS OF SERVICE

 

Protected Health Information

 

This Agreement requires the disclosure and use of Protected Health Information.  The parties are committed to complying with the Privacy Rule and the Security Rule promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). The parties agree that the terms and conditions set forth below govern the Protected Health Information that is created or received by and/or maintained by the NWA from or on behalf of the Practice Group, will be handled between the NWA and the Practice Group and with third parties during the Term of the Agreement and after its termination.  All capitalized terms that are used as defined terms herein have the meanings ascribed to them in Section 1 below, unless otherwise noted or the context clearly requires otherwise.  The parties agree as follows:

 

  1. Definitions:

    1. Administrative Safeguards. “Administrative Safeguards” has the same meaning as the term “administrative safeguards” in 45 C.F.R. §164.304, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    2. Breach.  "Breach" has the same meaning as the term “breach” in 45 C.F.R. § 164.402, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    3. Breach of System Security.  “Breach of System Security” means unauthorized acquisition of computerized data, limited to the information created, received, maintained, and/or transmitted by NWA from or on behalf of Practice Group, that compromises the security, confidentiality, or integrity of Sensitive Personal Information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data.

    4. Designated Record Set.  “Designated Record Set” has the same meaning as the term “designated record set” in 45 C.F.R. § 164.501, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    5. Electronic Protected Health Information.  “Electronic Protected Health Information” has the same meaning as the term “electronic protected health information” in 45 C.F.R. § 160.103, , maintained, and/or transmitted, but limited to the information created, received, maintained, and/or transmitted by NWA from or on behalf of Practice Group, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    6. Health Care Operations.  “Health Care Operations” has the same meaning as the term “health care operations” in 45 C.F.R. § 164.501, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    7. HITECH Act.  “HITECH Act” means the Health Information and Technology for Economic and Clinical Health Act, as codified at 42 U.S.C. § 1790, which was adopted as part of the American Recovery and Reinvestment Act of 2009 on February 17, 2009.

    8. Individual.  “Individual” has the same meaning as the term “individual” in 45 C.F.R. § 160.103, as such provision is currently drafted and as it is subsequently updated, amended or revised, and will include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g).

    9. Physical Safeguards. “Physical Safeguards” has the same meaning as the term “physical safeguards” in 45 C.F.R. §164.304, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    10. Privacy Officer.  “Privacy Officer” has the same meaning as the term “privacy officer” in 45 C.F.R. § 164.530(a)(1), as such provision is currently drafted and as it is subsequently updated, amended or revised.

    11. Privacy Rule.  “Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160 and part 164, subparts A and E.

    12. Protected Health Information.  “Protected Health Information” or “PHI” has the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, limited to the information created, received, maintained, and/or transmitted by NWA from or on behalf of Practice Group, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    13. Required by Law.  “Required by Law” has the same meaning as the term “required by law” in 45 C.F.R. § 164.103, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    14. Secretary.  “Secretary” means the Secretary of the Department of Health and Human Services or her designee.

    15. Security Incident.  "Security Incident" has the same meaning as the term “security incident” in 45 C.F.R. § 164.304, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    16. Security Rule.  “Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. parts 160, 162 and 164, subpart C.

    17. Sensitive Personal Information.  “Sensitive Personal Information” means: (1) an individual’s first name or first initial and last name in combination with any one or more of the following items, if the name and the items are not encrypted: (a) social security number; (b) driver’s license number; (c) account number or credit or debit card number in combination with any required security code, access, code, or password that would permit access to an individual’s financial account; or (2) PHI.

    18. Technical Safeguards. “Technical Safeguards” has the same meaning as the term “technical safeguards” in 45 C.F.R. §164.304, as such provision is currently drafted and as it is subsequently updated, amended or revised.

    19. Unsecured PHI. "Unsecured PHI" means PHI that is not secured by a technology standard that (i) renders PHI unusable, unreadable, or indecipherable to unauthorized individuals, and (ii) is developed or endorsed by a standards developing organization that is accredited by the American National Standards Institute.

 

  1. Permitted Uses and Disclosures of Protected Health Information:

    1. Services.  Pursuant to the Agreement, NWA provides NWA Allergy-Related Non-Medical Services for the Practice Group that involve the creation, receipt, maintenance, and/or transmission of Protected Health Information.  Except as otherwise specified herein, NWA may make any and all uses of Protected Health Information necessary to perform its obligations under the Agreement.  All other uses not authorized by this Agreement are prohibited.  Moreover, NWA may disclose Protected Health Information for the purposes authorized by this Agreement only (i) to its employees, subcontractors and agents, in accordance with Sections 3 below; (ii) as directed by the Practice Group; or (iii) as otherwise permitted by the terms of this Agreement. Even when PHI has been de-identified in accordance with the requirements of 45 C.F.R. § 164.514(b), NWA may not disclose de-identified data for purposes unrelated to performance of the NWA Allergy-Related Non-Medical Services without prior approval by the Practice Group.

    2. Business Activities of NWA.  Unless otherwise limited herein, NWA may:

      1. Use the Protected Health Information in its possession for its proper management and administration and to fulfill any present or future legal responsibilities of NWA provided that such uses are permitted under state and federal confidentiality laws.

      2. Disclose the Protected Health Information in its possession to third parties for the purpose of its proper management and administration or to fulfill any present or future legal responsibilities of NWA, provided that NWA represents to the Practice Group, in writing, that (i) the disclosures are Required by Law; or (ii) NWA has entered into a NWA Agreement containing substantially similar (or more stringent) terms as this Agreement with any third party that creates, receives, maintains, or transmits PHI on behalf of the NWA.

      3. Use and/or disclose Protected Health Information as permitted under 45 C.F.R. § 164.512 except that uses or disclosures for research are not permitted without prior approval by the Practice Group.

    3. Additional Activities of NWA.  In addition to using the Protected Health Information to perform the NWA Allergy-Related Non-Medical Services set forth in Section 2(A) of this Agreement, NWA may:

      1. Aggregate the Protected Health Information in its possession with the Protected Health Information of other covered entities that NWA has in its possession through its capacity as NWA to those other covered entities provided that the purpose of such aggregation is to provide the Practice Group with data analyses relating to the Health Care Operations of the Practice Group.  Under no circumstances may NWA disclose Protected Health Information of one Practice Group to another Practice Group absent the explicit authorization of the Practice Group. 

      2. De-identify any and all Protected Health Information provided that the de-identification conforms to the requirements of 45 C.F.R. § 164.514(b), and further provided that the Practice Group maintains the documentation required by 45 C.F.R. § 164.514(b) which may be in the form of a written assurance from NWA.  Pursuant to 45 C.F.R. § 164.502(d)(2), de-identified information does not constitute Protected Health Information and is not subject to the terms of this Agreement. 

 

  1. Responsibilities of the Parties with Respect to Protected Health Information:

    1. Responsibilities of NWA.  With regard to its use and/or disclosure of Protected Health Information, NWA will:

      1. Comply with the portions of the HIPAA Privacy Rule and Security Rule applicable to NWA.

      2. Use and/or disclose the Protected Health Information only as permitted or required by this Agreement or as Required by Law and to use appropriate safeguards to prevent impermissible use or disclosure of PHI.

      3. Report to the designated Privacy Officer of the Practice Group, in writing, any use and/or disclosure of the Protected Health Information that is not permitted or required by this Agreement of which NWA becomes aware within three (3) business days of the NWA’s discovery of such unauthorized use and/or disclosure.

      4. Mitigate, to the greatest extent possible, any deleterious effects from any improper use and/or disclosure of Protected Health Information or other Sensitive Personal Information of which NWA becomes aware and/or reports to the Practice Group.

      5. Implement Administrative, Physical and Technical Safeguards consistent with industry standards that reasonably and appropriately maintain the security of, prevent unauthorized use and/or disclosure of, and protect the confidentiality, integrity, and availability of any Electronic Protected Health Information or other Sensitive Personal Information it creates, receives, maintains, or transmits on behalf of Practice Group.

      6. At a minimum, NWA shall employ Safeguards that are compliant with 45 C.F.R. Part 164, Subpart C and the National Institute of Standards and Technology (“NIST”) guidelines.

      7.  Require all of its subcontractors and agents that create, receive, maintain, or transmit Protected Health Information under this Agreement to agree, in the form of a NWA Agreement that meets the requirements at 45 C.F.R. § 164.314(a), to adhere to substantially similar or more stringent restrictions and conditions on the use and/or disclosure of Protected Health Information that apply to NWA pursuant to this Section 3 of this Agreement.

      8. Ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Practice Group.

      9. Make available all records, books, agreements, policies and procedures relating to the use and/or disclosure of Protected Health Information to the Secretary, in the time and manner designated by the Secretary, for purposes of the Secretary’s determination that the Practice Group and NWA have complied with the Privacy Rule, subject to attorney-client and other applicable legal privileges.

      10. Within fourteen (14) days of receiving a written request from the Practice Group, make available during normal business hours at NWA’s offices all records, books, agreements, policies and procedures relating to the use and/or disclosure of Protected Health Information for purposes of enabling the Practice Group to determine NWA’s compliance with the terms of this Agreement.

      11. Within fifteen (15) days of receiving a written request from the Practice Group, provide to the Practice Group such information as is requested by the Practice Group to permit the Practice Group to respond to a request by an Individual for an accounting of the disclosures of the Individual's Protected Health Information in accordance with 45 C.F.R. § 164.528.

      12. To the extent that NWA is obligated to carry out one or more of Practice Group’s obligations under the Privacy Rule, comply with the Privacy Rule requirements that apply to the Practice Group in the performance of such obligations.

      13. Subject to the Term and Termination provisions in Section 1 of the Agreement, return to the Practice Group or destroy, within sixty (60) days of the termination of this Agreement, the Protected Health Information in its possession and retain no copies.

      14. Disclose to its subcontractors, agents or other third parties only the minimum Protected Health Information necessary to perform or fulfill a specific function required or permitted under a separate services agreement or this Agreement.

      15. Report to the designated Privacy Officer of the Practice Group, in writing, any Security Incident or unintentional use or disclosure of Unsecured PHI, identified internal/external breach of data, or disaster occurrence of which NWA becomes aware within three (3) business days of NWA’s discovery of such incident. NWA must include the following information, to the extent known, when reporting a breach:

        1. Identification of the individual whose Unsecured PHI has been, or is reasonably believed by the NWA to have been, accessed, acquired, used, or disclosed during a breach;

        2. Circumstances of the breach;

        3. Date of the breach;

        4. Date of the discovery;

        5. Type of PHI involved (such as full name, Social Security number, date of birth, home address, account number, or medical record number); and

        6. Any other additional information the Practice Group requests.

    2. This Section 3(A) shall survive the termination of this Agreement solely with respect to the Protected Health Information that NWA retains in accordance with this Agreement because it is not feasible to return or destroy such Protected Health Information.

    3. Responsibilities of the Practice Group.  With regard to the use and/or disclosure of Protected Health Information by the Practice Group to NWA or the use and/or disclosure of Protected Health Information by NWA, the Practice Group will:

      1. Provide NWA with a copy of its notice of privacy practices (the “Notice”) that the Practice Group provides to Individuals pursuant to 45 C.F.R. §164.520.

      2. Notify NWA, in writing, of any changes in, or revocation of, the consent or authorization provided to the Practice Group by Individuals pursuant to 45 C.F.R. §164.506 or §164.508, to the extent such changes may affect NWA's use or disclosure of Protected Health Information.

      3. Notify NWA, in writing and in a timely manner, of any arrangements permitted or required of the Practice Group under 45 C.F.R. parts 160 and 164 that may impact in any manner the use and/or disclosure of Protected Health Information by NWA under this Agreement, including, but not limited to, restrictions on use and/or disclosure of Protected Health Information as provided for in 45 C.F.R. § 164.522 agreed to by the Practice Group, to the extent such restrictions may affect NWA's use or disclosure of Protected Health Information.

      4. Not request NWA to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by the Practice Group.

 

  1. Additional Responsibilities of the Parties with Respect to Protected Health Information: 

    1. Responsibilities of NWA with Respect to Handling of Designated Record Set.  In the event that the parties mutually agree in writing that the Protected Health Information constitutes a Designated Record Set, NWA will:

      1. Within fifteen (15) days of receipt of a written request by the Practice Group, provide access to the Protected Health Information to the Practice Group or the Individual to whom such Protected Health Information relates or his or her authorized representative in order to meet a request by such Individual under 45 C.F.R. § 164.524. 

      2. Within fifteen (15) days of receipt of a written request by Practice Group, make any amendment(s) to the Protected Health Information that the Practice Group directs pursuant to 45 C.F.R. § 164.526.  Provided, however, that the Practice Group makes the determination that the amendment(s) are necessary because the Protected Health Information that is the subject of the amendment(s) has been, or could foreseeably be, relied upon by the NWA or others to the detriment of the Individual who is the subject of the Protected Health Information to be amended.

    2. Responsibilities of the Practice Group with Respect to the Handling of the Designated Record Set.  In the event that the parties mutually agree in writing that the Protected Health Information constitutes a Designated Record Set, the Practice Group will:

      1. Notify NWA, in writing, of any Protected Health Information that Practice Group seeks to make available to an Individual pursuant to 45 C.F.R. § 164.524 and the time, manner and form in which Practice Group will provide such access.

      2. Notify NWA, in writing, of any amendment(s) to the Protected Health Information in the possession of Practice Group that NWA will be required to make and inform NWA of the time, form and manner in which such amendment(s) will be made. 

    3. HITECH Act Obligations.  NWA acknowledges that:

      1. Sections 164.306, 164.308, 164.310, 164.312, 164.314 and 164.316 of title 45 of the Code of Federal Regulations (regarding administrative, physical and technical security standards) apply to NWA in the same manner in which such sections apply to Practice Group.  The provisions of the HITECH Act that impose additional requirements and standards on Practice Group with respect to health information security are also applicable to NWA and are hereby are incorporated into the Agreement.

      2. The HITECH Act requires it to use or disclose PHI only if such use or disclosure is in compliance with all applicable requirements of Section 164.504(e) of the Privacy Rule.  The additional requirements of the HITECH Act that impose requirements and standards on Practice Group with respect to privacy are also applicable to NWA and are hereby incorporated into the Agreement.

    4. Survival.  This Sections 4 of this Agreement will survive the termination of this Agreement, provided that Practice Group determines that the Protected Health Information being retained pursuant to this Agreement constitutes a Designated Record Set.

 

  1. Mutual Representations and Warranties: The parties represent and warrant that:

    1. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized or licensed.

    2. It has the full power to enter into this Agreement and to perform its obligations hereunder, and that the performance by it of its obligations under this Agreement have been duly authorized by all necessary corporate or other actions and will not violate any provision of any license, corporate charter or bylaws.

    3. Neither the execution of this Agreement, nor its performance hereunder, will directly or indirectly violate or interfere with the terms of another agreement to which it is a party, or give any governmental entity the right to suspend, terminate, or modify any of its governmental authorizations or assets required for its performance hereunder.  

    4. Each party certifies to the other party that it will not enter into any agreement the execution and/or performance of which would violate or interfere with this Agreement.

    5. It is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary petition, and is not aware of any claim for the filing of an involuntary petition.

    6. All of its employees, agents, representatives and members of its workforce, whose services may be used to fulfill obligations under this Agreement are or will be appropriately informed of the terms of this Agreement and are under legal obligation to each party, respectively, by contract or otherwise, sufficient to enable each party to fully comply with all provisions of this Agreement including, without limitation, the requirement that modifications or limitations to which each party has agreed to adhere regarding the use and disclosure of Protected Health Information of any Individual that materially affect and/or limit the uses and disclosures that are otherwise permitted under the Privacy Rule will be communicated to the other party, in writing, and in a timely fashion.

    7. It will reasonably cooperate with the other party in the performance of their mutual obligations under this Agreement and their respective obligations under HIPAA.

 

  1. Indemnification: The parties hereby agree to protect, defend, indemnify and hold harmless each other and each other’s respective affiliates, officers, directors, shareholders, employees, subcontractors, agents or other members of its workforce, each of the foregoing hereinafter referred to as from and against any and all claims, demands, damages, losses or expenses, of any nature whatsoever, including court costs and reasonable attorneys' fees, and all liability to third parties arising from or in connection with any breach by that party of any of its representations, warranties or obligations under this Agreement or its negligence or willful misconduct, including but not limited to failure to perform its obligations under the Privacy Rule,  the Security Rule, or the HITECH Act. This indemnification provision is enforceable against either party only to the extent authorized under the constitution and laws of the State of Texas. The obligations to indemnify, defend and hold harmless contained in this Section 6 will remain in full force and effect notwithstanding the termination of this Agreement, whether by expiration of time, by operation of law, or otherwise.

 

  1. Miscellaneous: 

    1. For purposes of this Agreement, NWA will include the named NWA herein.  However, in the event that the NWA is otherwise a Practice Group under the Privacy Rule, that entity may appropriately designate a health care component of the entity, pursuant to 45 C.F.R. § 164.504(a), as the NWA for purposes of this Agreement.

    2. The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Practice Group to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, and the HITECH Act.  

    3. Nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.

    4. Any ambiguity in this Agreement will be resolved in favor of a meaning that permits Practice Group to comply with the Privacy Rule and the Security Rule.

 

Use of Website and Content 

 

  1. Use of Website: Your access to and use of the NWA website (the "Web Site") is subject to the provisions contained herein. By accessing or using any part of this Web Site, you agree to all of these terms and conditions and enter into a legally binding agreement with NWA and agree to abide by the provisions of these terms and conditions as described herein. NWA reserves the right to modify these terms and conditions by posting such modifications to this Web Site. Your continued access to or use of this Web Site after such posting will signify your agreement to such modifications, if any. You can read more about our company, obtain investor information, contact us at www.NationwideAllergy.net. Throughout these terms and conditions, NWA and this Web Site are sometimes referred to herein as "we," "us," "our". "References herein to "you" and "your" and the rest of the second-person nouns refer to users of the Web Site.

 

  1. Content: 

    1. All of the content and information displayed or accessible on this Web Site, including without limitation the educational materials, scientific content, graphic designs, video, audio, photographic or literary content (collectively, "Information"), is owned by NWA or other third parties. This Information is provided to you solely for your personal use. You may not access or use this Information for commercial, competitive, or any other purposes. You may not modify, republish, post, transmit or distribute any Information without the express written consent of NWA. You may copy this information only to the extent necessary for your personal use. NWA expressly retains all right, title and interest in and to any proprietary Information. Failure to adhere to these provisions could subject you to serious penalties under federal copyright law.

    2. You are solely responsible for maintaining the confidentiality of any user name and password you use to access the Web Site and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify NWA of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. NWA cannot and will not be liable for any loss or damage arising from your failure to comply with this provision.

    3. The Web Site may provide links to the web sites or services of other third party web sites ("Third-Part Sites"). Links from our Web Site to such Third-Party Sites do not constitute an endorsement by NWA of such Third-Party Sites, or the products, content, materials or information presented or made available by such sites. You acknowledge and agree that NWA is not responsible for any damages or losses of you or any other person caused or alleged to have been caused by your use of any Third-Party Sites.

    4. NWA works with a variety of third parties to provide the services available on this Web Site, and to provide links to Third-Party Sites. These third parties include, for example, accrediting bodies, content providers, technology providers, and suppliers of medical products, information and services. These entities may supply information for posting on or access through this Web Site, and, solely in the case of accrediting bodies, may set standards applicable to certain content, but they do not control the content or the operation of this Web Site.

 

Privacy Policy

 

  1. Introduction: NWA is concerned about your privacy. We want you to understand what personal and personally identifiable information ("personal information") we collect about you, and how we use your personal information. The nature of the services that we provide through our Web Site requires that we collect and use personal information about you as more fully described below. Some of your personal information may be disclosed to third parties (for example, accrediting bodies) in order to provide the information and services that you request, and may be used by both NWA and third parties to provide that information and/or perform those services. In addition, NWA and third parties may use your personal information to offer you additional information, products or services that match your areas of interest.

 

  1. How we collect personal information: When you register on our Web Site, we will ask you for certain personal information such as, for example, your address, telephone number, and e-mail address. If you send correspondence to the Web Site, such as e-mails, send correspondence to NWA such as letters, or if other users or third parties such as businesses send us communications about your activities in connection with your use of the Web Site, NWA has the right to retain and use that information. We will treat all of those communications in accordance with this Privacy Policy.

 

  1. Cookies: The Web Site employs mechanisms which automatically track certain information about you based upon your behavior while visiting the Web Site. This information is used to better understand and serve you by responding to your particular interests. This information may include, but is not limited to, the Uniform Resource Locator (URL) that you came from (whether this URL is on the Web Site or not), which URL you next go to (whether this URL is on the Web Site or not), what browser you are using, your screen size, your computer's operating system, referring/exit pages, date/time stamp, Internet protocol (IP) address, Internet service provider (ISP) name, and where your computer is located. We store that information on our and our service providers' computers, and in a "cookie", which is a small data file we create and store on your computer. The information in the cookie is accessed by the Web Site when you sign in, and helps us to enhance and personalize your experience when using the Web Site. Most websites on the Internet use cookies for this purpose. Most browsers allow you to turn off or limit cookies. Your browser is probably set to accept cookies, but if it is not then you should reconfigure it to do so, otherwise some of our features or services may not function properly as a result. We never provide advertisers or third parties with access to our cookies. Please note that NWA cannot track and is not responsible for cookies placed on your computer by advertisers or third parties.

 

  1. How we use personal information: 

    1. We use the personal information you provide through the registration process: to provide you with the information and services you request; to communicate with you on matters relating to the Web Site and your account; to provide necessary information to the accrediting bodies and other of our affiliates in connection with the information and services you request from us; and to provide you with information about related services and/or products. You may choose to disclose or not disclose the personal information we request during the registration process. However, if you choose not to disclose the requested information, we may not be able to provide you with some or all of the information or services you request.

    2. We share your personal information with NWA's affiliates and partners and third parties licensed to access your personal information by any of the foregoing. We reserve the right to rent e-mail lists compiled from e-mail addresses gathered from this Web Site. We sometimes provide aggregated usage or tracking information collected from this Web Site to third parties. We may also provide certain of your personal information to third parties that provide services to us in operating the Web Site or our businesses, such as account services, web hosting, software development and information processing. If you do not wish to receive certain communications from the Web Site, you have the ability to opt out by declining the service offered or informing us that you no longer wish to receive such communications. The opt-out feature and instructions for its use are available on the Web Site. We will comply with your request unless such communications are necessary for the administration of your account, required by law, or necessary to protect our rights.

    3. Besides using information to provide our services, the Web Site uses information maintained about you, and other information obtained from your current and past activities to resolve disputes, troubleshoot problems and enforce our rights. At times, NWA may review the information of multiple users to identify problems or to resolve disputes.

 

  1. Disclosing personal information: 

    1. NWA uses commercially reasonable efforts to limit disclosures of your personal information. We may disclose your personal information to accrediting organizations and other third parties that we work with to the extent necessary to provide the information and services you request through NWA, and/or to provide you with related information, to communicate with you, and to provide you with information on other products and services in your areas of interest.

    2. Technical and legal circumstances beyond our control could prevent NWA from ensuring that your information will never be disclosed in ways not otherwise described herein. For example, among other things, we may be required by law, regulation or court order to disclose personal information to government representatives or third parties under certain circumstances. If NWA is requested by law enforcement officials or judicial authorities to provide personal information, NWA may, without your consent, provide such personal information. In matters involving claims of personal or public safety or in litigation where the data is pertinent, NWA may use or disclose your personal information without your consent or court process. Unauthorized parties may unlawfully intercept or access transmissions despite any commercially reasonable security efforts by NWA. You acknowledge that despite the use of such technology, no website is 100% secure. Further, corporate restructuring, sale of assets, merger, divestiture and other changes of control or financial status affecting NWA may require disclosure as an incidental result of a transfer of assets by operation of law or otherwise, and the consummation of a sale, merger, bankruptcy or liquidation transaction involving NWA or certain of its affiliates or business divisions could require the sale, assignment or transfer of your personal information to a purchaser or NWA's successor in interest. Therefore, NWA and affiliates do not promise, and you should not expect, that your personal information shall remain private or under the sole control of NWA under all circumstances.

 

  1. Your rights: 

    1. You may at any time print, download, or request in writing a printed copy of these terms and conditions including the Privacy Policy set forth herein. You may at any time, by writing to NWA, request a copy of the personally identifiable information we have collected about you through this Web Site, and may request corrections or updates to that information. NWA will make reasonable efforts to respond promptly to all such requests, but reserves the right to limit such requests to two per year per individual.

    2. If you have any questions that are not answered elsewhere on this Web Site, if you would like to review the personally identifiable information we have collected about you, or if you believe that this policy has been violated, please contact us. Our response to such inquiries may be limited to information under our direct control.

    3. This privacy policy only applies to information collected by the Web Site. Any information you provide to, or that is collected by, Third-Party Sites may be subject to the privacy policies of those sites, if any. It is the sole responsibility of such third parties to adhere to any applicable restrictions on the disclosure of your personal information, and NWA and affiliates shall not be liable for wrongful use or disclosure of your personal information by any third party.

 

  1. Information on Children: As a business-to-business company, we do not knowingly collect information from children. On-line registration and Web Site usage is restricted to adults who are professionally engaged in the businesses we serve.

 

  1. General Terms and Conditions:

    1. No Medical Advice: This Web Site is not intended to provide, and disclaims any suggestion that it does provide, medical advice of any nature. The information made available through this Web Site should not be construed as medical advice by you or your patients and such information should not be used in place of seeking professional opinions by licensed practitioners. Only licensed medical professionals may offer medical advice, diagnosis and recommendations for treatment of medical conditions. NWA and its affiliates do not practice medicine or law, and do not offer any other professional advice or services. You assume full responsibility for appropriate use of the information available through this Web Site. Furthermore, any information on billing and coding practices for allergy services is public information and not an explicit recommendation of any billing or coding practice.

    2. Disclaimer of Warranty: 

      1. This Web Site and all services and information made available on or through this Web Site are provided on an "as is", "where is" and "as available" basis. OTHER THAN AS EXPLICITLY SET FORTH IN THESE TERMS AND CONDITIONS, NWA DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS TO THE FULLEST EXTENT THAT SUCH DISCLAIMERS ARE LEGALLY PERMISSIBLE, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, SUITABILITY, ACCURACY OR FREE FROM ERROR, CURRENCY TIMELINESS, SECURITY, EFFICACY, AVAILABILITY, RELIABILITY, COMPLETENESS OR NON-INTERRUPTION OR THAT DEFECTS WILL BE CORRECTED.

      2. To the fullest extent permitted by law, NWA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, regarding any information or other material displayed on this Web Site, whether authored by NWA or others; and the operation of this Web Site, including any warranty of merchantability and/or fitness for a particular purpose.

      3. Any information downloaded or otherwise obtained through the use of this Web Site is done at your own discretion and risk. You shall be solely responsible for any damage or loss of data that results from the downloading or use of the information and for any results or lack of results from the use of such data.

    1. Limitation of liability: 

      1. Our liability regarding damages occurring from your use of the Web Site is limited and your use of the Web Site is at your own risk. In no event shall NWA or affiliates, or their shareholders, directors, officers, employees or agents, be liable for any claims or losses whatsoever of any kind, whether direct, indirect, special, incidental, consequential or punitive, and whether arising from an action in contract, tort, or otherwise, related to or in connection with this Web Site or any services or information made available on or through this Web Site, or your use thereof. Without limiting the generality of the foregoing, NWA and its affiliates shall not be liable for any claims or losses in connection with errors, omissions, or inaccuracies of informational content, or any decision made in reliance on the information contained on or accessible through the Web Site, including without limitation personal injury or death.

      2. Your sole remedy for any claims in connection with this Web Site is to discontinue using this Web Site and the related information and services. The foregoing limitation shall apply and survive notwithstanding any failure of essential purpose of any remedy. 

      3. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

    2. Indemnification: You agree to protect, defend, indemnify and hold harmless NWA and its affiliates and their respective officers, directors, shareholders, members, agents and employees from and against any and all claims, demands, damages, losses or expenses, of any nature whatsoever, including court costs and reasonable attorneys' fees arising from your use of or reliance on this Web Site or any services or information made available on or through this Web Site.

    3. General Disclaimers:

      1. THIS WEBSITE IS NOT INTENDED FOR THE PURPOSE OF PROVIDING MEDICAL ADVICE.

      2. All information, content, and material of this Web Site is for informational purposes only and are not intended to serve as a substitute for the consultation, diagnosis, and/or medical treatment of a qualified physician or healthcare provider.

      3. NWA makes no representation or warranty as to the reliability, accuracy, timeliness, usefulness, adequacy or suitability of the information or products provided or discussed in this Web Site and does not represent and/or warrant against human or machine error.

 

  1. Medical Emergency: If you have a medical emergency, call 911 immediately.

 

  1. Web Site Information Intended for Use by Industry Professionals: NationwideAllergy.net and its provided products and services is geared toward licensed healthcare industry professionals—NOT CONSUMERS. The information contained on this Web Site is compiled from a variety of sources and is not considered complete. The information accessed through this website is provided “AS IS” and without any warranties, whether expressed or implied.

 

  1. Sole Discretion: 

    1. The information contained in this Web Site is not intended to recommend the self-management of health problems or wellness. It is not intended to endorse or recommend any particular type of medical treatment. All use of products and services is at the SOLE DISCRETION OF A LICENSED RENDERING PROVIDER. No information contained in this Web Site should be used by any reader to influence their medical and/or health-related advice or provide a basis to delay a consultation with a physician or a qualified healthcare provider.

    2. You should not use any information contained in this Web Site to initiate use of dietary supplements, vitamins, herbal and nutritional products or homeopathic medicine, and other described products prior to consulting first with a physician or healthcare provider. NWA disclaims any liability based on information provided in this Web Site.

 

Pre-Mix Allergenic Extracts

 

  1. Guidelines: Practice Group and/or rendering provider agree that they have hereby made an explicit request to pre-mix allergenic extracts for their patient(s) using the guidelines as discussed in the Allergen Immunotherapy Extract Preparation Manual, Chapter 9 of the AAAAI Practice Management Resource Guide, 2014 edition.

 

  1. Acknowledgement: Practice Group and/or rendering provider acknowledges that this is a pre-mix only and that any and all final mixing procedures must be performed at the Practice Group and/or rendering provider’s office and at their sole discretion. Furthermore, the Practice Group and/or rendering provider acknowledges that all use of sublingual immunotherapy (SLIT) is considered experimental and that as of this date, no standard dilution formula exists.  

 

 Indications

 

  1. Indications: Allergenic extracts are indicated for skin test diagnosis and treatment (immunotherapy) of patients with seasonal and perennial allergies. See the package insert(s) for the full Prescribing Information for the specific extracts. 

 

Important Safety Information

 

  1. Important Safety Information:

    1. Do not inject intravenously.

    2. Do not administer these products to patients with severe, unstable, or uncontrolled asthma.

    3. Allergenic extracts may cause severe life-threatening systemic reactions, including the rare occurrence of anaphylaxis or death. Systemic reactions include: generalized skin erythema, urticaria, pruritus, angioedema, rhinitis, wheezing, laryngeal edema, and hypotension. Other adverse reactions include: nausea, emesis, abdominal cramps, and diarrhea.

    4. Intended for use only by physicians who are experienced in the administration of allergenic extracts.

    5. Observe patients in the office for at least 30 minutes following treatment. 

    6. Emergency measures and personnel trained in their use must be available immediately in the event of a life-threatening reaction.

    7. Patients with extreme sensitivity to these products, those on an accelerated immunotherapy build-up schedule, those switching to another allergenic lot, those receiving high doses of these products, or those also exposed to similar allergens may be at increased risk of a severe allergic reaction.

    8. Immunotherapy may not be suitable for patients with medical conditions that reduce their ability to survive a severe allergic reaction.

 

 

 

 

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Contract of Services

 

In agreeing to the “Terms of Service”, the rendering provider agrees that they have hereby made an explicit request to pre-mix allergenic extracts for their patient using the guidelines as discussed in the Allergen Immunotherapy Extract

Preparation Manual, Chapter 9 of the AAAAI Practice Management Resource Guide, 2014 edition.

It is acknowledged that this is a pre-mix only and that any and all final mixing procedures must be performed at the provider’s office and at their sole discretion. Furthermore, the rendering prescriber acknowledges that all use of sublingual immunotherapy (SLIT) is considered experimental and that as of this date, no standard dilution formula exists.  

 

MEDICAL EMERGENCY

If you have a medical emergency, call 911 immediately.

 

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The information contained in this website is not intended to recommend the self-management of health problems or wellness. It is not intended to endorse or recommend any particular type of medical treatment. All use of products and services is at the SOLE DISCRETION OF A LICENSED RENDERING PROVIDER. No information contained in this website should be used by any reader to influence their medical and/or health-related advice or provide a basis to delay a consultation with a physician or a qualified healthcare provider.

 

You should not use any information contained in this website to initiate use of dietary supplements, vitamins, herbal and nutritional products or homeopathic medicine, and other described products prior to consulting first with a physician or healthcare provider. Nationwide Allergy disclaims any liability based on information provided in this website.

 

 

INDICATIONS

Allergenic extracts are indicated for skin test diagnosis and treatment (immunotherapy) of patients with seasonal and perennial allergies.

See the package inserts for the full Prescribing Information for the specific extracts at https://stagrallergy.com/treatment/.

 

IMPORTANT SAFETY INFORMATION

•           Do not inject intravenously.

•           Do not administer these products to patients with severe, unstable, or uncontrolled asthma.

•           Allergenic extracts may cause severe life-threatening systemic reactions, including the rare occurrence of anaphylaxis or death. Systemic reactions include: generalized skin erythema, urticaria, pruritus, angioedema, rhinitis, wheezing, laryngeal edema, and hypotension. Other adverse reactions include: nausea, emesis, abdominal cramps, and diarrhea.

•           Intended for use only by physicians who are experienced in the administration of allergenic extracts.

•           Observe patients in the office for at least 30 minutes following treatment. Emergency measures and personnel trained in their use must be available immediately in the event of a life-threatening reaction.

•           Patients with extreme sensitivity to these products, those on an accelerated immunotherapy build-up schedule, those switching to another allergenic lot, those receiving high doses of these products, or those also exposed to similar allergens may be at increased risk of a severe allergic reaction.

•           Immunotherapy may not be suitable for patients with medical conditions that reduce their ability to survive a severe allergic reaction.

ALLERGY CENTER SERVICES AGREEMENT

This Allergy Center Services Agreement (hereafter “Agreement”) is made on the (“Effective Date”) indicated below, between Nationwide Allergy Arizona (“NWA”), and the below indicated company and/or individual(s), as the “Practice Group.” This Agreement is for purposes of the establishment of an allergy testing and treatment center (an “Allergy Center”) on the premises of the Practice Group to assist the Practice Group in its delivery of allergy-related professional services to its patients.

 

 

RECITALS

  1. WHEREAS, NWA is engaged in and has experience in assisting medical practices in implementing allergy related services such as testing and immunotherapy. Typical CPT Codes related to these services include, but are not limited to, 86003, 95004, 95165 or any associated or similar codes associated with allergy testing, allergen preparation, or treatment including successor codes thereto. NWA makes the initial capital investment and pays the ongoing expenses associated with procurement and delivery of testing supplies. Furthermore, NWA provides administrative documentation, unlimited access to online training and certification, billing and coding consultation, custom ordering and resource portal (as needed) and procedural administrative support suggested for the Practice Group’s use at the Practice Group’s discretion, and Confidential Information necessary for the Practice Group to establish an Allergy Center to provide allergy related services (hereafter “NWA’s Allergy-Related Non-Medical Services”);

  2. WHEREAS, Practice Group has physicians (or equivalent) and ancillary staff licensed to practice medicine and provide medical services to patients according to federal and state guidelines (a “Provider”) and who are qualified to provide and supervise the Practice Group’s medical services to that NWA’s Allergy-Related Non-Medical Services support; and

  3. WHEREAS, Practice Group desires to provide Practice Group’s medical services using the support of NWA’s Allergy-Related Non-Medical Services;

  4. WHEREAS, NWA is willing to support Practice Group’s medical services through the implementation and provision of NWA’s Allergy-Related Non-Medical Services;

  5. WHEREAS, such relationship between Practice Group and NWA would not otherwise have been conferred if this Agreement had not been entered.

 

TERMS OF AGREEMENT

NOW, THEREFORE, in consideration of NWA entering into this Agreement with Practice Group and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NWA and Practice Group agree as follows:

 

  1. ESTABLISHMENT OF AN ALLERGY CENTER:

  1. NWA agrees to cooperate with the Practice Group in the Practice Group’s provision of its medical services to the Practice Group’s patients (the “Patients”) using the support of NWA’s Allergy-Related Non-Medical Services. All medical services will be provided by the Practice Group and are the sole responsibility of the Practice Group. The Practice Group and its Provider(s) shall at all times have control over medical services provided to Patients.

  2. NWA shall pay for supplies and equipment necessary, as determined by NWA, to perform NWA’s Allergy-Related Non-Medical Services that support the Practice Group’s medical services.

  3. NWA shall supply administrative support at the direction of the Practice Group, for Practice Group, on NWA’s Allergy-Related Non-Medical Services.

  4. Nothing in this Agreement shall be interpreted to mean that NWA will engage in the practice of medicine, which will at all times be solely the responsibility of the Practice Group.

 

  1. N/A

 

  1. PRACTICE GROUP SERVICES:

  1. Practice Group will be responsible, for medication related to allergy care, as used in this Section shall include, but not be limited to epinephrine, rescue inhaler, nebulizer, liquid antihistamine, diphenhydramine, and corticosteroid.

  2. A Provider will be solely responsible for the practice of medicine including engaging in the following: (i) confirm that Patients entering the immunotherapy program have had lack of a favorable response/cure of their allergies with over the counter and physician-prescribed medications; (ii) review and sign all medical documents, document the medical necessity of the Services, and interpret all allergy testing results; (iii) perform an ear, nose and throat physical exam for each Patient being considered for immunotherapy (Patient chart documentation will include the Patient’s past family medical and social history, Patient-reported food and drug allergies, medication history, history of present illness, review of systems, and physician examination); (iv) be available to manage any emergency situation relating to the provision of medical services and to conduct and administer any routine medical procedures, such as the taking of vitals, not directly related to the NWA Allergy-Related Non-Medical Services; and (v) in the event that a Provider determines that a Patient should receive allergy injections at the Practice Group’s location, Provider or other Practice Group staff must provide these regular allergy injections as well as require the Patient to remain on-site for thirty (30) minutes following an in-office injection.

  3. Practice Group will have at least one Provider responsible for adhering to all federal, state, and local medical services guidelines on the premises when medical services are provided in the Allergy Center. The Practice Group Providers will make all medical decisions, including diagnosis and appropriateness of treatment for Patients and specifically will (i) perform a medical history and physical on each Patient; (ii) determine whether the allergy service are medically appropriate and if so, authorize and document the need for such services in the applicable Patient’s medical chart; (iii) perform or supervise the allergy testing and interpret the results thereof; (iv) determine the appropriate immunotherapy treatment for each Patient; and (v) supervise (as defined by state, local, and federal regulations) the preparation of the antigens, injections and training of the Patients. Providers who provide allergy services and the supervision of NWA Allergy-Related Non-Medical Services in the Allergy Center must attend at least one NWA in-service and/or online training and any required continuing medical education as required by state, local, or federal law.

  4. The Practice Group is not required to have a minimum number of patients tested or treated. However, NWA shall have the option to amend the supplies sent, to compensate for lower patient volume.

  5. The Practice Group agrees to maintain at is sole expense, and/or on behalf of the Practice Group and its staff, throughout the term of this Agreement and any renewal terms, appropriate and adequate coverage for Professional Liability Insurance. Upon termination of this Agreement, in the event that such insurance shall have been on a “claims made” basis, the Practice shall maintain extended reporting (“tail”) insurance or such other insurance that covers the services rendered during the term hereof, with the same limits as required during the term hereof. Upon request, the Practice Group agrees to provide NWA certificates of insurance evidencing such coverage. Throughout the term of this Agreement, the Practice Group also agrees to maintain general commercial liability insurance covering the premises with limits appropriate to the type of risks common to the Practice Group’s business.

  6. In order to eliminate conflicts of interest, the Practice Group agrees not to provide any services, healthcare or otherwise to NWA employees or their family members, with the exception of necessary emergency medical care.

 

  1. BILLING FOR ALLERGY SERVICES:

The Practice Group shall have the sole right and responsibility to bill and collect for all medical services rendered. The Practice Group agrees that it will submit accurate claims to third party payors within seventy-two (72) hours of services being provided to Patients of the Practice Group for allergy related services. The Practice Group shall ensure that all applicable Medicare, Medicaid and other federally or state-funded healthcare program requirements and guidelines are met for allergy related services. The Practice Group is solely responsible for ensuring that billing for allergy related services is in compliance with applicable state and federal laws, and third-party payer contractual obligations, as well as determining when it is appropriate to seek reimbursement for allergy related services and obtaining verification of coverage and pre-authorization for allergy related services if required. NWA makes no warranties or guarantees, express or implied, concerning any matters related to billing, coverage or payment of allergy related services and will bear no responsibility or liability for the results or consequences. The Practice Group should contact payors (insurance plans) directly for information regarding billing, payment and coverage of or for allergy related services.

 

  1. PAYMENT FOR NWA’S ALLERGY-RELATED NON-MEDICAL SERVICES:

  1. The Practice Group shall pay in advance, via the online portal, to NWA a pre-determined fixed fee for each vial mix set ordered by the Practice Group intended for allergy treatment for the mixing and preparation of antigens for allergen immunotherapy. The applicable fees are $500 per annual treatment vial set per patient of Antigen Preparation. Materials may include both subcutaneous and sublingual vials at Practice Group’s discretion. Both Parties acknowledge and agree that the fees represent the fair market value of NWA’s Allergy-Related Non-Medical Services provided by NWA for the benefit of the Practice Group. In the event that fair market value materially changes, the Parties agree to negotiate in good faith an appropriately revised fee schedule on an annual basis only. On an annual basis only, NWA has the option and reserves the right to adjust fees for inflationary increased expenses, up to and not to exceed seven percent (7%) annually, which is at the sole discretion of NWA.

  2. An initial training and certification fee must be paid to NWA prior to ordering services from NWA. Fee is not to exceed $1250 and represents unlimited access to online training and certification for Practice Group’s staff.

 

  1. RESTRICTIVE COVENANTS:

In consideration for NWA providing Practice Group with access to Confidential Information (as defined herein) and NWA’s Allergy-Related Non-Medical Services, Practice Group, on behalf of itself and of each Participant and of each Provider employed or engaged by or otherwise affiliated with Practice Group, agrees that Practice Group’s conduct during and shall be restricted as follows:

  1. NON-COMPETITION: This Agreement does not prohibit Practice Group or any of Practice Group’s Participants or Providers from engaging in activities in any capacity that are competitive with NWA’s Allergy-Related Non-Medical Services so long as the services are provided solely within the existing Practice Group. However, during the term of this Agreement and for a period of two (2) years following the termination of this Agreement (hereafter “the Termination Date”) by either Practice Group or NWA for any reason, or no reason, Practice Group agrees: (i) Practice Group shall not participate in any role or activity (as an employee, owner, business, consultant or any other capacity), outside of the existing Practice Group, in competition with or for a competitor of NWA if the role or activity: (1) would involve services or activities, or the supervision of services or activities, that are the same or substantially similar in purpose, function or effect to the NWA Allergy-Related Non-Medical Services provided to Practice Group pursuant to this Agreement within the one (1) year period preceding the Termination Date; or (2) would involve providing services or activities, or the supervision of services or activities, that would directly compete with NWA’s Allergy-Related Non-Medical Services in any county within the United States in which NWA established an Allergy Center for Practice Group to provide allergy related services that NWA’s Allergy-Related Non-Medical Services support pursuant to this Agreement during the one (1) year period prior to the Termination Date.

For the purposes of this Agreement, the term “competition” means any allergy related service that competes directly with NWA’s Allergy-Related Non-Medical Services.

For the purposes of this Agreement, the term “competitor” means any organization, entity or person that competes with (1) NWA, and (2) shall be presumed (absent clear and convincing evidence presented by Practice Group) to include, without limitation, any entity engaged in the provision of allergy related services that NWA’s Allergy-Related Non-Medical Services support other than the existing Practice Group.

This Agreement does not prohibit Practice Group or any of Practice Group’s Participants or Providers from engaging in activities in any capacity that are not competitive with allergy related services that AMD’s Allergy-Related Non-Medical Services support. Practice Group specifically acknowledges that the activities restricted by this Agreement, the duration of time during which Practice Group is prohibited from engaging in competitive activity, and the geographic scope in which these competitive activities are restricted (any county within the United States in which NWA established an Allergy Center for Practice Group to provide NWA’s Allergy-Related Non-Medical Services pursuant to this Agreement within the one (1) year period prior to the Termination Date), are reasonable, and necessary to protect the legitimate business interests of NWA including its confidential and valuable business information, goodwill, customer relationships and its business relationships with other entities or persons relating to allergy related services that NWA’s Allergy-Related Non-Medical Services support. Further, Practice Group acknowledges and agrees that the geographic scope of this competitive restriction provision is reasonable, related to the business conducted pursuant to this Agreement.

Practice Group may not avoid the purpose and intent of paragraph 6(c) by engaging in conduct within the geographically limited area from a remote location through any means.

  1. PURCHASING COVENANT: During the term of this Agreement and for a period of two (2) years following the termination of this Agreement (hereafter “the Termination Date”) by either Practice Group or NWA for any reason or no reason, Practice Group shall not purchase or receive from third parties allergenic extracta or other supplies or equipment or medical devices related to allergy related services that NWA’s Allergy-Related Non-Medical Services support from NWA’s vendors, suppliers or their affiliates.

These Restrictive Covenants do not prohibit Practice Group from continuing to provide any remaining immunotherapy to its Patients following the termination of this Agreement. The Restrictive Covenants shall not be construed to deny Practice Group of (1) the right to refer any Patients to any specialist outside of the Practice Group; (2) to recommend any treatment that the physicians deem is in the Patient’s best interest; or (3) the right to access information of their Patients whom they have seen or treated within one year prior to the termination of the Agreement if NWA has possession of the same.

Practice Group agrees that if any provision of paragraph 6 is legally unenforceable, an adjudicator may modify and enforce any aspect of that provision to the extent necessary to make it reasonable under the existing law and circumstances at that time.

 

  1. CONFIDENTIALITY:

  1. Practice Group agrees and acknowledges that NWA’s Allergy-Related Non-Medical Services and business model are unique and as a result of the Agreement, Practice Group will have access to NWA’s trade secrets, proprietary information, including but not limited to research, development, technical data, business plans, marketing materials, customer names, manufacturers and suppliers names and data, business processes, fee schedules, financial information, services, the methods of operation of NWA, and other non-public information pertaining to ANWA that is not readily available to the public (collectively, “Confidential Information”). Practice Group agrees and acknowledges that the Confidential Information is confidential to NWA, and that NWA strives and takes steps to maintain the confidentiality of the Confidential Information. Practice Group further acknowledges that the disclosure of Confidential Information would cause irreparable harm to NWA. Therefore, Practice Group agrees, on behalf of itself and its Participants and Providers and agents and employees and contractors, that Practice Group shall, at all times, keep and retain in confidence and shall not disclose, directly or indirectly, and shall use only in carrying out its duties with NWA pursuant to this Agreement, all of NWA’s Confidential Information. Practice Group shall not disclose NWA’s Confidential Information to any third party, unless NWA consents in writing to such disclosure, or to the extent such disclosure is required by law. If certain Confidential Information must be reasonably disclosed to attorneys, accounts and other professionals to carry out the business and services contemplated hereunder, neither Practice Group nor its attorneys, accountants, or other professionals shall disclose, communicate, or use for the direct or indirect benefit of any other person or entity, any of NWA’s Confidential Information.

  2. Upon termination of the Agreement, and without NWA having to make any demand thereof, or at any time either during the term of the Agreement or upon termination thereof, Practice Group agrees promptly to surrender to NWA any property or materials that belong to NWA, or which contain Confidential Information, such as contracts, documents, sales aids or literature, technical advice or knowledge, images, text, data, computerized information and the like, relating to the business of NWA, and Practice Group further agrees to retain no copies thereof. During the term of the Agreement or after termination of the Agreement by Practice Group or NWA for any reason, Practice Group agrees to refrain from taking any action which would facilitate any unauthorized use or disclosure of Confidential Information.

  3. Practice Group represents and warrants that this Agreement with NWA does not conflict with and will not be constrained by any prior business relationship of Practice Group, other than the relationship with NWA and that Practice Group does not possess Confidential Information arising out of any such prior business relationship which, in Practice Group’s best judgment, would be utilized in connection with Practice Group’s Agreement with NWA.

 

  1. N/A:

 

  1. N/A:

 

  1. N/A:

 

  1. MISCELLANEOUS:

  1. Each of the Parties hereto shall at all times operate its business and/or professional practice in compliance with all applicable federal, state and local laws, rules and regulations. The Parties agree to comply in all respects with their respective obligations under the Health Insurance Portability and Accountability Act of 1996, P.L. 104-191, and the rules and regulations implemented thereunder (“HIPAA”) and shall execute a Business Associate Agreement (as defined by HIPAA).

  2. Practice Group will maintain records relating to all medical services rendered in the form and manner as required by state or federal law. Notwithstanding anything herein to the contrary, such patient records shall at all times belong solely to Practice Group.

  3. All notices hereunder shall be in writing and shall be deemed to have been duly given if delivered by Certified Mail, postage prepaid, or personally delivered and a receipt obtained, as follows: (i) if to NWA: Nationwide Allergy, 2919 Commerce St. #138 Dallas, TX 75226; (ii) if to Practice Group: (indicated below).

  4. The Parties acknowledge that none of the compensation provided herein has been based, directly or indirectly, on the expected or actual volume or value of any referrals or other business between the Parties, that the compensation set forth herein represents the fair market value for the services provided by each Party and are commercially reasonable without regard for referrals.

  5. In the performance of the Professional Services by Practice Group and NWA’s Allergy-Related Non-Medical Services by NWA under this Agreement, it is mutually understood that the Parties are acting as independent contractors. NWA shall neither have nor exercise control or direction over the methods by which Practice Group performs its medical services.

 

  1. CONSENT TO JURISDICTION:

NWA and Practice Group agree that any judicial action arising from or related to this Agreement, including but not limited to actions for breach of contractual provisions or seeking injunctive relief or a declaratory judgment, shall be brought, at NWA’s sole discretion, in the Texas Superior Court of Dallas County. NWA and Practice Group agree that such courts shall be the exclusive and sole forum for the adjudication of any dispute arising hereunder. For the purposes of this paragraph, NWA and Practice Group hereby: (i) irrevocably submits to the jurisdiction and venue (in the case of venue, to the fullest extent permitted by applicable law) of such courts; (ii) irrevocably waives, to the fullest extent permitted by applicable law, any right it might otherwise have to raise or claim or cause to be pleaded any claim or defense that the venue of such courts is improper, and (iii) agrees that process and other papers may be served by registered mail, return receipt requested, or by personal delivery, or in such other manner as may be permissible under the rules of such courts.

 

  1. SUCCESSORS AND ASSIGNS:

This Agreement shall be binding upon and inure to the benefit of NWA, its successors, executors, assigns, administrators and other representatives.

 

  1. APPLICABLE LAW:

This Agreement shall be governed and construed in accordance with the laws of the State of Texas applicable to contracts entered into and to be performed in that state.

 

  1. RECIPROCAL FEES:

If any dispute arises between the Parties regarding the matters covered by this Agreement which leads to a legal proceeding to resolve the dispute, the non-prevailing Party in such proceeding shall be responsible for payment of all attorneys’ fees, expert witness fees and out-of-pocket costs incurred by the prevailing Party in connection with such proceeding, including the prevailing Party’s costs.

 

  1. SUFFICIENCY OF CONSIDERATION:

NWA and Practice Group agree that the consideration given for this Agreement in exchange for Practice Group’s promises is valuable and sufficient and is acknowledged by Practice Group’s signature below.

 

 

  1. SEVERABILITY AND MODIFICATION:

The invalidity of any term or provision of this Agreement shall not invalidate or otherwise affect any other term or provision of this Agreement and the Parties agree that any provisions of this Agreement that remain enforceable and severable shall be fully binding and enforced by the court. In the event any provision of this Agreement is determined to be wholly or partially unenforceable, the Parties consent to the court reforming this Agreement so that it is enforceable. If the court determines an unenforceable provision cannot be reformed, the Parties agree the court shall delete such provision and enforce all remaining enforceable provisions of this Agreement.

 

  1. ENTIRE AGREEMENT AND DUPLICATE ORIGINALS:

This Agreement is the entire Agreement between NWA and Practice Group with respect to the subject matter hereof, and may not be changed except in writing signed by the Party against whom enforcement of this Agreement, as so changed, is sought. All prior written or oral agreements or discussions between the Parties concerning the subject matter of this Agreement are superseded and replaced by this written Agreement. This Agreement may be executed in two or more duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

 

 

Date:  (as agreed to this day by digital consent)

 

Practice Group: (See associated form field)

 

Principle business address:   (See associated form field)

 

 

As an Individual:  (Digital signature)

 

By: Dallas Cawley, Nationwide Allergy Arizona, LLC   

 (Digital signature)

Copyright Nationwide Allergy, Inc 2020. - All rights reserved