This agreement for caregiver referral services is entered into by and between Helios Home Health, which is a licensed nurse registry under Florida Statutes 400.506 (hereinafter the “Registry”), and

Now, Therefore, in consideration of the mutual promises and covenants of the parties as herein contained, the parties hereto agree and contract as follows:

Registry's Services

Registry is a licensed nurse registry under Florida Statutes §400.506, which offers referrals of home-care professionals who operate as self-employed independent contractors relative to Registry (hereinafter “Care Providers”). Registry, itself, is not a provider of any health-related or home-care services of any kind. It provides only the services specifically described in this Agreement. Registry completes a background investigation for and verifies the credentials of each Care Provider before the Care Provider is eligible for referral to a Client. Because Care Providers work in close personal contact with clients, Client is urged to personally interview a referred Care Provider before accepting a referral.

Engagement of Care Provider

Client hereby engages Registry to refer a Care Provider to Client, upon Client’s request. Client retains the unqualified right to accept or decline any Care Provider referred hereunder, and retains the unilateral right to negotiate directly with a Care Provider concerning all aspects of the care relationship, including the time, location, type of services and fee payable to Care Provider for the services rendered.

Registry Fee

Client agrees to pay Registry a fee (the “Registry Fee”) with respect to each hour of services provided by a referred Care Provider. Fee schedule is described in section 8 of this agreement.

Registry’s Role in Payment Processing

Client hereby engages Registry to accept both the Registry Fee and the referred Care Provider’s fees, in total (the “Services Fees”), and to disburse the appropriate amounts of such Client payment to the Care Provider and to the Registry.

Deposit

Client agrees to pay a deposit equal to two weeks of Service Fees at the time of signing this Agreement. The deposit is applicable toward the final invoice and any balance remaining is refundable.

Payment Terms

Client agrees to pay Registry the Services Fees during the week following the week in which a referred Care Provider provides the underlying services for Client; and to inform Registry, either directly or by countersigning Care Provider invoices, on a weekly basis about all hours or days of services that Client receives from Care Providers referred by Registry.

• o Late Payment: If payment is not received within 15 days after the due date, a late fee of 3% of the outstanding balance will be applied for each week the payment remains overdue. The client agrees to pay the late fees along with the overdue amount.

Payment Responsibility

Client assumes full responsibility for the payment of any and all fees that become due for Services. Registry accepts Visa, MasterCard, Discover, and American Express or direct debit via EFT from the Client’s bank account.

• o Registry will seek reimbursement from certain Long Term Care insurance policies and other third-party payors on behalf of client. Any receipts will be credited against Services Fees due by the client. Whether third-party payor reimbursements are collected or not, Client bears the ultimate financial responsibility for services rendered.
• o Registry will send written invoices by email to Client for services bi-weekly.
• o Registry will charge Client’s credit card (3% fee) or bank account (no fee) seven days after the invoice date.
• o By signing this agreement, Client authorizes Registry to automatically charge Client’s credit card or bank account for fees due for services rendered.

Fee Structure

Client and Registry have discussed the Registry Fee and the Care Provider’s fee and agreed to the following total hourly costs of services inclusive of both the Registry Fee and the Care Provider fee:

Indemnification

Registry shall not be liable for any acts or omissions of a Care Provider. If Client requests a Care Provider to operate a motor vehicle, Client hereby agrees to indemnify and hold harmless Registry from and against any and all claims and liabilities (including legal defense costs and expenses) attributable to or arising out of any injury to persons or property resulting from or caused by such operation. This paragraph shall survive the termination of this Agreement.

Care Provider Qualifications

Client hereby acknowledges and understands that, as required by Florida law, if Client accepts a referral of a Care Provider who is a certified nursing assistant or home health aide, independent registered nurses are available upon Client’s request for referral by Registry to make visits to the Client’s home for an additional cost.

Termination

This Agreement may be terminated by either party at any time by providing the other party with at least twenty-four (24) hours’ prior written notice of its intention to terminate the Agreement.

Acknowledgments

Client acknowledges that neither Registry nor any of its agents has made any representation, covenant, promise or agreement with respect to the services that are the subject of this Agreement, except as herein expressly set forth. Moreover, Registry has not made any assurance, guarantee, promise or representation with respect to the results and/or outcome of any services to be provided by Care Providers.

Entire Agreement and Amendments

This Agreement contains the entire agreement between the parties hereto, and all prior agreements, representations, oral or written, are merged herein. No change or amendment to this Agreement shall be valid unless it is in writing and signed by both parties hereto. The parties acknowledge and agree that, unless otherwise provided herein, this Agreement is for the sole benefit of the parties hereto and shall not be construed as a third-party beneficiary contract to confer on any person other than the parties hereto any legal or puttable rights hereunder.

Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to choice of law principles. Any litigation shall be brought in the state or federal courts of the State of Florida. Each party agrees to the exercise of personal jurisdiction over it by such courts to the full extent permitted by law. This paragraph shall survive a termination of this Agreement.

Legal Fees

In the event of any dispute, litigation, or legal action arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees and costs, including attorney's fees, from the other party.

Non-Solicitation

For a period of three (3) years following the termination of this Agreement, the Client agrees not to directly or indirectly solicit, hire, or engage any Care Provider referred by Registry during the term of this Agreement, nor to encourage or assist any Care Provider in providing services to any other individual or entity that may compete with Registry. In the event that the Client breaches this nonsolicitation clause, the Client agrees to pay a penalty of $5,000 to Registry for each instance of violation. This clause shall survive the termination of this Agreement for the specified period of time.

Disclosures

1. A. Complaints.
   To report a complaint regarding the services you receive, please call toll-free 1-888-419-3456
2. B. Abusive, Neglectful, or Exploitative
   To report abuse, neglect, or exploitation please call toll-free 1-800-962-2873.
3. C. Medicaid Fraud
   To report suspected Medicaid fraud, please call toll-free 1-866-966-7226. Medicaid fraud means an intentional deception or misrepresentation made by a health care provider with the knowledge that the deception could result in some unauthorized benefit to him or herself or some other person. It includes any act that constitutes fraud under federal or state law related to Medicaid