ARTICLE 3. LICENSING AND PROVISION OF SERVICES
3.1 Licensure of Practice and Practice Practitioner. Each Practice Practitioner: (a) shall be licensed by the State to practice medicine (including any relevant specialty) or nursing, as applicable; (b) if a physician, shall possess a valid and unrestricted DEA certificate; (c) shall have undergone and completed the necessary Joi training and received Joi approval to provide the Services; (d) shall maintain all such licensure, compliance, certification, and registration throughout the term of his or her participation under this Master Agreement; and (e) without limiting any of the foregoing, shall maintain all required professional credentials and meet all continuing education requirements necessary to retain health professional licensure in the State.
3.2 Adoption of Program Guidelines by Practice. At or around the Effective Date, Practice shall, in exercise of the independent medical judgment of the Practice Practitioners, adopt the Program Guidelines then promulgated by Joi for use in the Practice as Practice treatment guidelines and protocols, subject at all times in the treatment of Patients to the exercise of independent medical judgment by each individual Practice Practitioner. Joi may alter the Program Guidelines from time to time and shall notify Practice after at the time of such alternations in accordance with Section 4.1. Consistent with Section 4.1, Practice may, in the exercise of the independent medical judgment of the Practice Practitioners, adopt such alterations for use in the Practice as alterations to the Program Guidelines, including but not limited to treatment to treatment and dosing protocols. Joi will not be liable as a result of any such alterations.
3.3 Provision of the Services. Pursuant to this Master Agreement, Practice has received various materials from Joi relating to the provision of Services. Practice and Practice Practitioners will offer the Services only to their Patients at the Practice Location. Practice represents and covenants that Practice and each of the Practice Practitioners understands all the medical, ethical, and legal requirements concerning the provision of the Services and will offer the Services to Patients only when the responsible Practice Practitioner has, in the exercise of his or her independent medical judgment, determined that the Patient will benefit from such Services. In connection therewith, Joi encourages open communication between Practice Practitioners and Patients regarding appropriate treatment alternatives irrespective of whether such treatment alternatives include utilizing the Services. When medically appropriate, Practice and each Practice Practitioner shall provide the Services to Patients in a manner consistent with the Program Guidelines and applicable law, and in accordance with the scope of Practice’s and each Practice Practitioner’s licensure and board certification, if any, and the prevailing standards of care of the medical profession in the community in which Practice performs services. Practice shall be responsible for providing medical direction and supervision to all employees and contractors and shall insure that all such employees and contractors are duly licensed and performing their duties and responsibilities in accordance with State and federal law. The execution of this Master Agreement shall not be construed to authorize any medical professional who is not identified on Schedule 3.3, as amended from time to time, to render Services to Patients. In no event shall a Practice Practitioner provide the Services to Patients until such Practice Practitioner has been added to Schedule 3.3, as amended from time to time, in accordance with the provisions of Schedule 3.3.
3.4 Independent Professional Judgment. Nothing in this Master Agreement is intended to create, nor shall it be construed to create any right of Joi to intervene in any manner in the methods or means by which Practice or any Practice Practitioner renders medical services to Patients. At all times Practice and the Practice Practitioners shall exercise independent medical judgment with respect to each Patient, including, without limitation, whether such Patient will benefit from the Services. As noted above, Joi encourages open communication between Practice Practitioners and Patients regarding appropriate treatment alternatives irrespective of whether such treatment alternatives include utilizing the Services. Subject to the foregoing, Joi and its Affiliates shall provide information and guidance to Practice and Practice Practitioners solely with respect to the rendition of the Services to Patients and, with Practice’s prior authorization, online coaching and other nonmedical support consistent with the Program Guidelines to Practices’ and Practice Practitioners’ Patients.
3.5 Compliance with Program Guidelines. Practice and each Practice Practitioner shall, subject to the provisions of Sections 3.2, 3.3, and 3.4, comply with the Program Guidelines as in effect from time to time and shall participate in quality control and other training programs related specifically to the Services offered to Practice by Joi.
3.6 Licensure and Certification Requirements. Practice and each Practice Practitioner will comply with all federal, State, and local laws, regulations, and administrative guidelines, including, without limitation, as applicable to its, his, or her medical licensure.
3.7 Trademark Usage.
(A) Practice will substantiate the purpose and branding of the Joi Logo in Practice’s use of the Joi Logo. Practice will not display the Joi Logo as a primary feature, but rather secondary to Practice’s own branding. Practice will not (a) imitate the Joi Logo design features, (b) mimic any of Joi’s advertising, product packaging, or website design; (c) use the Joi Logo in a manner that would disparage Joi or its products or services; (d) embed the Joi Logo in any other company name, product name, service name, domain name, website title, publication title, or the like; (e) violate any ethical or legal business practices that apply to Practice, as such violations may negatively impact Joi and its goodwill in the Joi Logo; (f) use the Joi Logo in a manner that implies that Practice is an agent of Joi or that Joi warrants, approves, or endorses any product or service provided by Practice; (g) alter the Joi Logo in any way. Practice will include the following attribution clause with any use of the Joi Logo: “Trademark Joi Partners, LLC.”
(B) Practice must submit samples of Practice’s intended use of a Joi Logo before putting such use into the marketplace. Joi will review such samples for quality control purposes. Practice will not use the Joi Logo in any instance until Joi provides its approval of the proposed use.
(C) If Joi determines that Practice has breached any part of this Section 3.7 at any time, Joi may terminate Practice’s rights to use the Joi Logo, and upon notice of such termination, Practice will promptly cease all such use, including the use of any pre-printed materials.
3.8 Use of Joi, RxHarmony™, Practice, or Practice Practitioner Name. Practice and Practice Practitioners shall not use or publish Joi’s name or logo, the RxHarmony™ name or logo, Joi’s other trademarks, or any other identifying marks of Joi except in strict accordance with this Master Agreement. Practice shall reasonably cooperate with Joi to allow Joi to identify Practice to Joi’s candidate licensees, and Practice agrees to serve as a reference to Joi and hereby does provide to Joi a cost-free, perpetual, limited license to use Practice’s name, logos, marks, trade dress, and any other non-confidential information identifying Practice solely for the purpose of Joi’s promotion and placement of additional licenses of the Intellectual Property or Software with other medical professionals; provided, however, that Practice shall not bear any related cost or expense, that shall be paid by Joi.
3.9 Financial and Other Records; Reporting.
(A) Consistent with the Program Guidelines, Practice shall create and maintain records for each Patient receiving the Services from Practice, which shall include, without limitation, all medical and clinical records, patient files, administrative records, business and financial records, and other documentation related to the rendering of the Services, as required by applicable law and as the Practice routinely produces in the usual course of business and as may be reasonably required by Joi (the “Records”). Practice will maintain such Records in a legible, comprehensive, and chronological order, shall treat the Records as confidential in accordance with applicable federal and State laws, and shall comply with the standards of care, State and federal laws regarding patient records and the confidentiality thereof.
(B) In furtherance of the foregoing obligation, Practice may access the Website, which will allow Practice to access the Website to support the Practice in the provision of the Services to each Patient. Joi shall have the right, without any obligation to Practice, to use such information obtained from the Practice and its Patients for its own purposes; provided, however, that any such information obtained shall be used solely in compliance with HIPAA to audit compliance by Practice with the terms of this Master Agreement, for statistical analysis in development of the Services, to promote Joi’s licenses to other licensed medical professionals, and for academic research purposes. Any information used by Joi for any purpose allowed under this Section 3.9 shall be used without any personally identifying information and shall not be reported or disclosed to any third party in a manner that will allow the identification of any Patient.
(C) Practice Practitioner will review and submit invoices to Joi for approval and renumeration of clinical services provided in accordance with the fee schedule in Exhibit B
3.10 Required Notifications. Practice shall be solely responsible for notifying Joi in writing, within the time indicated, upon the Practice first obtaining actual notice or information of the occurrence of any of the following events:
(A) The license of Practice or any Practice Practitioner to practice medicine or nursing, as applicable, in the State, or the DEA registration certificate thereof, is restricted, suspended, revoked, or otherwise terminated; notification is required within 24 hours;
(B) Practice, or any Practice Practitioner receives written notice of a threatened or asserted claim, demand, action, or complaint alleging medical malpractice against Practice or Practice Practitioner; notification is required within 48 hours;
(C) Practice, or any Practice Practitioner, is the subject of disciplinary action by any State licensing agency; notification is required within 5 days;
(D) Practice, or any Practice Practitioner, is indicted or convicted of a felony or a healthcare related misdemeanor; notification is required within 24 hours;
(E) Practice plans to change its business address or Practice Location; notification is required no less than 30 days in advance; and
(F) Any act, event, or occurrence that materially affects a Practice’s, or any Practice Practitioner’s ability to carry out his or her duties and obligations under this Master Agreement; notification is required within 24 hours.
3.11 Duty of Practice to Ensure Compliance of Practice Practitioners. If Practice receives information to indicate that a Practice Practitioner is in breach or default of any of Practice’s obligations or duties under this Master Agreement, or if Joi provides notice to Practice that Practice, or any Practice Practitioner, is or may be in breach or default of any of Practice’s duties or obligations under this Master Agreement, Practice shall cure the breach or default and take such other reasonable actions within the time specified by Joi or within such shorter time as is required by applicable law. Subject only to the provisions of Section 6.2, failure of Practice to cure the breach or default by Practice or by a Practice Practitioner within the time specified above shall be a breach of this Master Agreement and grounds for termination of this Master Agreement.
3.12 Inspections and Access. Practice shall permit Joi to evaluate the general operation of the Practice and the provision of Services through on-site inspection and review of the Records. Joi’s right to inspect Records shall relate exclusively to Records relating to the Services that Practice provides in connection with this Master Agreement.
3.13 Insurance Requirements; Cooperation.
(A) Practice shall obtain and maintain in full force and effect such policies of general liability (at least $1 million per occurrence, $3 million aggregate), professional liability (malpractice) (at least $1 million per occurrence, $3 million aggregate), worker’s compensation (at least at statutory minimums), and other insurance as are necessary to comply with applicable State law and this Master Agreement, as amended from time to time. Umbrella insurance may be used to meet any of these insurance requirements.
(B) Notwithstanding the foregoing, if a claim for medical malpractice is made against any Party by a Patient, in all cases, the Parties shall be available and actively cooperate with and assist each other in defending and participating in the preparation and tendering of any legal defense required for such claim.
3.14 Joi Training. Practice will cause its Practice Practitioners and staff to engage in all required training in its entirety, including all instructional and qualification programs conducted by Joi regarding the provision of the Services. Joi shall provide to Practice and Practice Practitioner(s) the necessary Joi training and educational services related to the methods, procedures, and protocols of operating the Services, including, without limitation, providing a clinical therapy training course to all Practice Practitioners and medical professionals providing said therapy and treatments on behalf of the Practice (at a mutually agreeable time and date but before the Opening Date). Such training will be online or in person (at the request and expense of Practice). Additionally, as may be necessary or advisable, Joi shall provide to Practice such additional training and other educational information regarding the Services as may be developed from time to time, consistent with the Program Guidelines.
Any and all Joi training described in this Section 3.14 or elsewhere in this Master Agreement may sometimes be referred to herein as the “Training.”
Nothing in this Section 3.14 is intended to create any right of Joi to intervene in the provision of medical services to Patients or the exercise of independent medical judgment by Practice and Practice Practitioners.
3.15 Practice Website; Marketing Matters. Joi will provide Practice with approved verbiage and logos, which Practice can use on the Practice Website. Joi Practice shall engage in advertising and marketing of the Services only as and in compliance with this Master Agreement, State licensing and professional practice laws and regulations and prevailing requirements regarding physician or medical professional advertisements. Before implementing any advertising and marketing of the Services, the Practice shall submit to Joi copies of all advertising materials (including any oral scripts) and marketing materials for Joi’s review; which review will be limited to and for the sole purpose of checking compliance with the terms of this Master Agreement and to confirm that the integrity of Joi’s copyrights and other intellectual property rights are upheld. Notwithstanding anything contained in this Master Agreement or the Program Guidelines to the contrary, Practice shall have the sole and ultimate responsibility for creating and implementing all advertising and marketing of the Services.
3.16 Required Forms and Paperwork. Practice will complete and submit the following before the Opening Date: (i) the Joi non-disclosure agreement to be signed by each of the Practice Practitioners; (ii) Joi(v) proof of current medical malpractice insurance for all Practice Practitioners, and copies of Practice’s insurance policies; (vi) the original signed copy of this Master Agreement; and, (iii) business associate agreement with the Practice, and (iv) authorized agent form completed by Practice (collectively, the “Joi Forms and Paperwork”). The Practice will not be permitted to commence training, and Joi will not be required to provide training, until all Joi Forms and Paperwork are properly filled out, signed if applicable, and submitted to Joi along with payment of the required fees.
3.17 Login Credentials. Practice and the Practice Practitioners will not share or disclose their respective login credentials for using the Services. Practice will be responsible for all charges and other activities undertaken through any Practice or Practice Practitioner login credential.