CapstoneMD PrimeCARE Agreement

This PrimeCARE Agreement ("Agreement") is entered into on (TBD) (the “Effective Date”) by and between CapstoneMD, LLC (“CMD”) and the undersigned individual (“Patient”). WHEREAS, CapstoneMD team has designed a comprehensive wellness and preventive care program more readily available to a select number of patients, and WHEREAS, Patient desires to enroll in CMD’s physicians’ PrimeCARE Program. NOW THEREFORE, the parties agree to the following terms and conditions:

1. Contract Year; Renewal; Termination

a. This Agreement commences on the Effective Date and continues for a period of (12) months unless terminated early as provided under Section 1(b). Upon expiration of the initial (12) month period, this Agreement will automatically renew for successive periods of twelve (12) months each, unless this Agreement is terminated earlier under Section 1(b) or is cancelled in advance for the next Contract Year by either party giving at least thirty (30) days prior written notice to the other party before the end of the applicable Contract Year. The initial twelve (12) month period and each successive twelve (12) month period following the anniversary of the Effective Date are referred to as a “Contract Year.”

b. Either party may terminate this Agreement for any reason at any time with thirty (30) days prior written notice delivered to the other party. Provided, in order for Patient to be eligible for the pre-paid Services (as defined below) at no additional charge to Patient other than the Annual Fee (as defined below), this Agreement must remain in effect for the entire first Contract Year; it being understood that if Patient terminates this Agreement for any reason prior to the expiration of the first Contract Year, then Patient shall be responsible for reimbursing their participating CMD physician for all actual costs and expenses incurred as a result of providing the Services to Patient under this Agreement. Payment will be made to CMD.

Additionally, if Patient fails to timely and fully pay the Annual Fee in accordance with this Agreement, then CMD may terminate this Agreement effective immediately on delivery of written notice to Patient.

If either party terminates this Agreement for any reason, Patient will be entitled to a refund of a prorated portion of the Annual Fee based on the number of then remaining unused prepaidmonths, (minus any reimbursable amounts Patient may be required to remit to CMD as provided for herein).

2. CMD PrimeCARE Program

IMPORTANT, PLEASE READ:

CMD PrimeCARE program does NOT substitute for medical insurance and participant is strongly advised to purchase insurance to cover cost of care outside of CMD’s scope of services described below. This plan is intended solely to provide routine preventive and wellness care services for a prepaid monthly membership fee and does not cover any care outside CMD’s offices.

a. CMD will provide comprehensive wellness and prevention services (“Services”) to each Participant as follows:

Services are limited to those which are provided in participating PrimeCARE offices and as listed above.

Covered lab and X-ray services:

SERVICES NOT COVERED:

It is strongly suggested that this plan be used along with and not in place of a standard Health Insurance Plan. THIS IS NOT AN INSURANCE PLAN. This only covers in-office care at participating PrimeCARE physicians’ offices.

b. The terms “Participant” or “Participants” means Patient and Patient’s immediate family members listed on the attached Exhibit A. Each Participant is responsible for honoring all of the terms and conditions of this Agreement.

3. Annual Fee; Payment Terms.

The initial annual fee (“Annual Fee”) for the first Contract Year will be (TBD). The Annual Fee for each subsequent Contract Year will be the then current rate being charged by CMD.

Patient may pay the Annual Fee in one lump sum, or may remit the Annual Fee in twelve (12) consecutive equal monthly installments by automatic withdrawal from Patient’s bank account or credit card charge.

The initial Annual Fee or agreement for monthly bank draft is due upon execution of this Agreement. For each subsequent Contract Year, the applicable Annual Fee (or first monthly installment) is due thirty (30) days prior to the first day of the applicable Contract Year. CMD may charge a late fee equal to the highest rate allowed by law for all overdue unpaid amounts.

Patient will immediately notify CMD if any Participant is or becomes a recipient or beneficiary of Medicare, Medicaid or any other government healthcare program.

After the first Contract Year, CMD reserves the right to modify the Annual Fee or the Participant Services categories for any reason determined in CMD’s sole discretion, provided CMD will give Patient at least 60 days prior notice of the newly revised Annual Fee before the applicable Contract Year begins.

Each Participant is individually bound and liable for honoring this Agreement.

4. Substitution.

Patient acknowledges that participating physicians may also be periodically absent for vacations and continuing medical education, or could be also be unavailable due to illness, temporary disability, or other personal or family emergencies. In such cases, the physician may designate an alternate physician or licensed health care provider to communicate with patient.

5. Emergency Medical Treatment.

Neither CMD’s medical offices are, nor will any other subsequently designated location be, an emergency medical center. If a Participant has a serious medical emergency, the Participant must call “911” (or other appropriate emergency contact number) or seek services directly from a hospital or urgent care facility.

6. Insurance/Medicare and other Government insurance programs.

Participants are responsible for obtaining catastrophic or high deductible medical insurance coverage for medical services offered outside of CMD offices. Participants acknowledge and understand that this Agreement (i) is not an insurance plan, (ii) is not a substitute for medical insurance or other medical plan coverage, and (iii) is not intended to replace any existing or future medical insurance or medical plan coverage that Participant may carry. This Agreement will not cover hospital services, or any services not personally provided by CMD’s Doctors. Participant acknowledges that CMD has advised that all Participants obtain or keep in full force such medical insurance policy(ies) or plans that will cover Participants for general healthcare costs.

Patient acknowledges that CMD PrimeCARE does not in any way participate with Medicare, Medicaid, Tricare or other government insurance programs and understands that these programs cannot be billed for any Services performed for Participant by CMD, and as such Participants hereby agree not to bill or attempt to obtain reimbursement for any such services from these government programs .

Participants with Medicare and/or other government managed plans will not be eligible for CMD PrimeCARE. None of the Services described here-in are reimbursable by commercial insurance, Medicare, Medicaid or any other government insurance program. The patient will be responsible for reporting all CMD expenses to their health plan or HSA for any due credit.

7. Compliance with CMD Rules and Procedures.

CMD may, from time to time, establish or post rules or procedures (“Contact Rules”) for the Participants to follow in terms of contacting, or having access to, CMD, the Doctors or the Team. Patient agrees that all Participants will comply with all such rules and procedures, as they may be created or amended by CMD in its sole discretion from time to time.

8. Reimbursement For Services Rendered.

If this Agreement is held to be invalid for any reason, and if CMD is therefore required to refund all or any portion of the fees paid by Patient, Patient agrees to pay CMD an amount equal to the reasonable value of the Services actually rendered to Participants during the period of time for which the refunded fees were paid.

9. Miscellaneous.

a. Entire agreement; Amendments.

This Agreement plus the Contact Rules contain the entire understanding of the parties. This Agreement cannot be unilaterally amended by Patient or any Participant.

b. Assignment of Agreement.

This Agreement is binding on the parties and their respective heirs and legal representatives. Participants may not assign this Agreement.

c. Disputes.

This Agreement will be subject to and governed by the laws of the State of Kansas.Patient and CMD each agree to submit any dispute arising under this Agreement, including the manner, effectiveness or result of any professional services rendered to mediation under the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Mediation. If any dispute is not resolved by mediation within 90 days after mediation begins, either party may submit the dispute to binding arbitration in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Arbitration. The same person may not serve both as the mediator and the arbitrator.

d. Legal Capacity or Authority to Contract.

Participant represents and warrants that he or she has full capacity, authorization, authority and ability to enter into this Agreement on his or her own behalf and the current Participants and any future Participant Patient may enroll. e. Delay or Frustration. CMD will not be liable for any delay or failure to perform due to any cause beyond its reasonable control. Any delay will excuse performance, as may be reasonable in light of the circumstances. The parties have executed this Agreement effective as of the Effective Date.