Last Updated: January 10th, 2024
This PROVIDER AGREEMENT (the "Agreement") made as of the date the Provider registers for one of the products referenced in Paragraph 1(b)(i) below (the "Effective Date") by and between Sheer Health, Inc., a Delaware Corporation having a principal place of business at 330 7th Avenue, New York, NY 10001 (“Sheer Health”) and the Provider (collectively referred to as "Provider") (Sheer Health and Provider are each referred to herein as a "Party" and collectively as the "Parties").
WHEREAS, Sheer Health is in the business of providing health insurance management and benefits navigation solutions to individuals and businesses;
WHEREAS, Provider is in the business of providing care to patients;
WHEREAS, Sheer Health will offer Provider the services described herein to assist Provider in performing its business activities;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Sheer Health and Provider hereby agree as follows:
1. Description. The Parties agree to take part in a business arrangement under the following terms: (a) Responsibilities of Provider. (i) Provider will, as practically feasible, include Sheer Health as a recommended service provider to help its patients better understand and navigate their health insurance benefits in onboarding materials, marketing materials, billing documents and other patient-facing materials. (ii) Provider will provide Sheer Health with all information it requires to perform its responsibilities under this Agreement such as (but not limited to) medical records for claims that are denied and corrected.
(b) Responsibilities of Sheer Health. (i) The relevant product features, pricing, and terms applicable to the products that Provider has signed up for are viewable at https://www.sheerhealth.com/providers and are incorporated herein by reference.
2. Warranties and Representations. (a) By Provider. Provider represents and warrants that: (i) it has full authority to enter into this Agreement; (ii) it has full authority to provide any and all information that it will provide to Sheer Health (including protected health information); (iii) it will limit access to the data that Sheer Health provides it to authorized personnel who have legal permission to access such data; (iv) its performance hereunder will not conflict with any other obligations or agreements; and (v) it will provide Sheer Health with any and all documents/agreements required by virtue of the activities being pursued under this Agreement (e.g., Business Associate Agreement). (b) By Sheer Health. Sheer Health represents and warrants that: (i) it has full authority to enter into this Agreement; and (ii) its performance hereunder will not conflict with any other obligations or agreements.
3. Term and Termination. Unless otherwise terminated by one Party providing the other Party with thirty days prior written notice, the term of this Agreement shall commence on the Effective Date and shall continue in effect until cancelled (the “Term”).
4. Subcontractors. Either Party may use subcontractors in the performance of its obligations under this Agreement, but the subcontracting Party shall remain responsible for the performance or non-performance of any such obligations and will be bound by any agreements required by virtue of the activities being pursued under this Agreement (e.g., Business Associate Subcontractor Agreement).
5. Confidentiality. Each Party acknowledges and agrees that it (and its subcontractor(s), if any), in performing its obligations under this Agreement, shall have access to or be directly or indirectly exposed to each other's Confidential Information. Each Party shall hold confidential all Confidential Information and shall not disclose or use such Confidential Information without the express prior written consent of the other Party. Each Party shall use reasonable measures and reasonable efforts to provide protection for the Confidential Information of the other Party, including measures at least as strict as those each Party uses to protect its own Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors to sign a non-disclosure agreement before obtaining access to the other Party's Confidential Information.
6. Independent Contractor. The Parties agree and acknowledge that the relationship of the Parties is in the nature of an independent contractor. This Agreement shall not be deemed to create a partnership, joint venture, joint or single employer relationship, or alter ego relationship and neither Party is the other's agent, partner, employee, or representative. Neither Party hereto shall have the right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.
7. Assignment. A Party shall not assign any of its rights or obligations under this Agreement to any other entity without the prior written consent of the other Party. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and assigns of the Parties.
8. Disclaimer of Liability and Indemnification. Sheer Health will provide information to Provider that it will receive from third parties such as insurance companies. Accordingly, Sheer Health does not guarantee that such information is accurate, correct, complete or suitable for a particular purpose. Accordingly, Sheer Health to the fullest extent of the law disclaims any liability relating to the information it provides to Providers and shall not be required to indemnify Provider for any claims relating to or arising out of the use, misuse, interpretation or application of the information it supplies to Provider. Moreover, Provider agrees to indemnify and hold Sheer Health harmless from any and all claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorney’s fees, arising out of Sheer Health’s activities in connection with this Agreement. Sheer Health reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Provider is required to indemnify Sheer Health, and Provider agrees to cooperate with Sheer Health’s defense.
9. Arbitration. Except as required by law, all disputes between the Parties shall be submitted to final and binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (rather than any state law arbitration statute or rule), before a single arbitrator in accordance with this section of the Agreement and the terms of the American Arbitration Association’s (AAA) then-applicable commercial arbitration rules.
10. Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. To the extent the mandatory arbitration clause in the preceding paragraph is deemed unenforceable, any action in law or equity shall be filed only in state or federal court in Delaware, and Provider consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action.
11. Entire Agreement. This Agreement sets forth the entire agreement between the Parties on this subject and supersedes all prior negotiations, understandings and agreements between the Parties concerning the subject matter. While Sheer Health has the right to make modifications, deletions, and/or additions to this Agreement at any time in its sole discretion, no amendment or modification of this Agreement shall be made by the Provider except by a writing signed by both Parties to be bound thereby or the successor or assign of such Party.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.
13. Notice. Notice required under this Agreement shall be served to Sheer Health via registered mail or overnight courier to Attention: Sheer Health, 330 7th Ave. Ste. 1201, New York, NY 10001 (in each case with delivery confirmation) and to Provider at the email address you provide during the registration process.
14. Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions of this Agreement.
15. Waiver. Provisions of this Agreement may be waived only by written notice executed by the Party entitled to the benefit of such provision. The failure of any Party to require performance of any provision of this Agreement shall in no manner affect such Party’s right to enforce that provision at a later time. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing wavier of other breaches of the same or other provisions of this Agreement.
