‹ Contents
Summary
RonanRx Inc.
The particulars below apply to every agreement in this packet; each agreement incorporates this cover page by reference rather than restating the same values.
Identity and entity
Provider full name Dr. Lena Hart Credentials MD Practice / entity name Lena Hart Medical, PLLC Entity type PLLC Contact email [email protected] Google Meet account [email protected] Mobile phone for SMS +1 (512) 555-0138 Profile photo No photo uploaded
Credentials and compliance
NPI 1234567890 License states TX, CA, NY License details TX: MD license M1234, Active, expires 2027-08-31. CS: Not in scope. Malpractice carrier The Doctors Company Malpractice policy number MPL-88213 Malpractice limits $1M / $3M Tax ID On W-9 Practice mailing address 100 Wellness Way, Austin, TX 78701
State Type License number Status Expires Controlled-substance / DEA fields TX MD M1234 Active 2027-08-31 Not in scope
Practice and profile
Specialty Obesity Medicine Languages offered English, Spanish Patient routing availability RonanRx may send patients Short bio / profile blurb Board-certified physician focused on metabolic health and longitudinal care.
Fees
Provider Fee (monthly) $29.00 Platform Fee (monthly) $10.00 Total Monthly Charge $39.00
Packet
Effective date July 8, 2026 Governing-law state Delaware Packet version 2026.07.08.1
Agreement 01 of 06
Provider Participation & Administrative Services Agreement (MSO) RonanRx Inc.
This Agreement forms part of the RonanRx Provider Packet. The Provider, the Provider Entity, the applicable fees, dates, and other particulars are stated on the Packet cover page and are incorporated into this Agreement by reference. This Agreement is the anchor agreement of the Packet. It sets the master terms under which RonanRx provides non-clinical platform and management services to the Provider and the Provider Entity, and under which the Provider (or the Provider Entity) delivers clinical care to Patients the Provider accepts.
1. Parties and Contracting Structure
This Agreement is entered into by RonanRx Inc. ("RonanRx") and the licensed clinician identified on the cover page (the Provider name stated on the cover page, the credentials stated on the cover page) (the "Provider"), together with the Provider's professional entity, if any, identified on the cover page (the Provider Entity stated on the cover page, the entity type stated on the cover page) (the "Provider Entity"). The parties agree as follows: (a) where the Provider maintains a professional entity (a PC, PLLC, or equivalent), the Provider Entity is the clinical contracting party, is the clinical provider of record, owns the clinical assets and records, and enters into this Agreement as the contracting clinical party, and the Provider signs individually to bind herself to the clinical, licensure, and acknowledgment obligations and to confirm her authority to bind the Provider Entity; (b) where the Provider maintains no professional entity, the Provider contracts individually, and each reference in this Agreement to the "Provider Entity" is read to mean the Provider; (c) references in this Agreement to the "Provider" include the Provider Entity, and references to the "Provider Entity" include the Provider, except where the context requires the individual clinician (for example, in matters of personal licensure, clinical judgment, or personal acknowledgments) or requires the entity (for example, in matters of ownership of clinical records and clinical assets); and (d) this structure follows a management services organization and professional corporation (MSO-PC) model, under which the professional entity and its physician owners retain sole control over medical decisions and clinical assets, and RonanRx supplies only non-clinical management, administrative, and platform services.
2. Purpose and Scope
RonanRx operates a health-technology marketplace and management services organization (MSO) and platform (the "Platform" and the "Marketplace") that assists Patients in discovering clinicians, comparing and selecting among them, completing intake, scheduling, communicating, and paying for care. This Agreement governs the Provider's participation on the Platform and RonanRx's provision of non-clinical services to the Provider. This Agreement does not create, authorize, or govern any clinical relationship between RonanRx and any Patient, because RonanRx does not provide clinical care.
3. Non-Clinical Services Provided by RonanRx
RonanRx is a health-technology marketplace and MSO. RonanRx supplies non-clinical services only, which may include: (a) Patient discovery and the Marketplace, meaning the display of eligible provider profiles so that Patients may compare and choose; (b) provider profiles and profile hosting; (c) onboarding, credentialing support, and intake workflow; (d) scheduling and calendar tools; (e) secure messaging tools between the Provider and the Patient; (f) record routing and transmission between authorized parties; (g) payment collection and payment-processing support; (h) general administrative support; and (i) customer support for non-clinical issues, including billing, access, scheduling, and technical questions. RonanRx does not practice medicine and is not the treating clinician. RonanRx does not control or perform diagnosis, treatment, prescribing, refills, dosing, laboratory decisions, follow-up, care planning, or any exercise of clinical judgment. RonanRx does not direct, override, or second-guess the Provider's clinical decisions, and the Provider's clinical staff and medical decisions remain under the sole control of the Provider and the Provider Entity.
4. Role of the Provider as Treating Clinician
Once a Patient selects the Provider on the Marketplace and the Provider accepts that Patient, the Provider (acting through the Provider Entity where one exists) is the treating clinician and forms and owns the provider-patient relationship. The Provider is solely responsible for: (a) clinical evaluation of the Patient; (b) medical decision-making and clinical judgment; (c) clinical documentation and the medical record; (d) obtaining informed consent; (e) prescriptions, if and only if clinically appropriate; (f) ordering and reviewing labs, records, and follow-up as she deems appropriate; (g) follow-up care and continuity; (h) adverse-event review and response; and (i) lawful termination and transition of care without patient abandonment. The Provider will practice in accordance with the applicable standard of care, professional ethics, and all laws and licensing-board rules governing her practice.
5. Marketplace Model
RonanRx displays eligible provider profiles, and Patients compare providers and choose among them. To be shown to a given Patient, the Provider must be licensed and eligible to treat in that Patient's state and must be available for RonanRx patient routing, as reflected by the patient routing availability stated on the cover page and the Provider's license states (the license states stated on the cover page) on the cover page. The Provider may decline any Patient for legitimate clinical, capacity, licensing, or safety reasons. Appearing on the Marketplace is an offer to be considered and is not a commitment to accept any particular Patient.
6. Three Separate Legal Events
Marketplace availability, clinical acceptance, and medication fulfillment are separate events. They are not the same legal event, and one never automatically grants another: (a) Marketplace availability means that the Provider is displayed to a Patient because she is eligible and available for patient routing, and this alone creates no provider-patient relationship and no obligation to treat; (b) clinical acceptance means that the Provider affirmatively accepts a specific Patient, and only then does the provider-patient relationship form and clinical responsibility attach; and (c) medication fulfillment availability, meaning whether a given medication may be prescribed and filled, is state-specific and prescription-specific and is handled through the pharmacy workflow, is never implied by availability or acceptance, and is never dictated by RonanRx or by any pharmacy as to whether the Provider prescribes. Nothing in the design of the Platform or in this Agreement shall be read to blur these three events into one another.
7. Sourcing of Patients and Absence of Patient Ownership
The following provisions govern Patient sourcing and ownership: (a) for Patients whom the Provider brings to the Platform ("Provider-sourced Patients"), RonanRx acts as MSO, platform, and payment facilitator only, and the Patient remains the Provider's Patient; (b) for Patients who find the Provider through the Marketplace ("RonanRx-sourced Patients"), the Patient chooses among eligible providers, and once the Provider accepts, the Patient joins the Provider's panel and RonanRx remains the non-clinical platform and administrative layer; and (c) neither RonanRx nor the Provider owns any Patient, and a Patient is a person receiving care from her chosen clinician who may change providers at any time, as described in Section 8.
8. Patient Right to Change Providers and Transfer of Care
Patients may change providers. The Provider agrees not to obstruct, place conditions on, or discourage a Patient-requested transfer to another provider, so that switching providers remains operationally straightforward. Accordingly: (a) a transfer becomes effective only after a new provider accepts the Patient, and until then the current Provider remains responsible for the Patient's ongoing clinical needs; (b) the current Provider will cooperate reasonably with the transition of care and, upon request and with appropriate authorization, will share or provide copies of the medical record, and such a records transfer is a copy or share and not a deletion or removal, with the Provider Entity retaining its own legally required copy of the record; and (c) after a valid transfer request, RonanRx may update Patient assignment, Platform access, and payment allocation to reflect the change. The mechanics of transfer, records handling, and continuity are addressed in greater detail in the Provider Change and Continuity-of-Care and Transfer Addendum, which is incorporated by reference.
9. Licensure and State Authorization
The Provider will treat Patients only where she is legally permitted to do so. In support of this covenant: (a) RonanRx may filter Marketplace availability by Patient location so that the Provider is shown only to Patients in states where she is eligible; (b) the Provider is responsible for verifying, and may rely on the Platform workflow that verifies, the Patient's location, and for confirming the Patient's location and obtaining the Patient's consent to telehealth before an appointment; and (c) the Provider will maintain the licenses and state authorizations reflected on the cover page (the license states stated on the cover page) and will promptly notify RonanRx of any change, restriction, suspension, or lapse. Cross-state practice rules vary by state, and additional detail on verification and credentialing is set out in the Credentialing, State Licensure and Professional Liability Addendum, which is incorporated by reference. Controlled-substance prescribing, where applicable, is not assumed as a general matter and is governed by any service-line-specific controlled-substance rider and by the DEA and HHS telemedicine flexibilities described in Section 24.
10. Clinical Independence
The Provider has sole clinical discretion over the care of her Patients. Without limitation, the Provider may: (a) refuse to prescribe any medication; (b) require labs, records, prior history, or follow-up before or during treatment; (c) decline to treat, or refer the Patient to in-person or specialist care; and (d) terminate care lawfully and without abandonment. RonanRx will not pressure, incentivize, or penalize the Provider based on approval rates, the number or type of prescriptions written, refill decisions, choice of pharmacy, whether any prescription is filled, or any medication or pharmacy revenue. RonanRx exercises no control over, and accepts no role in, the Provider's clinical judgment.
11. Compensation Summary
Compensation is structured so that clinical fees and platform fees are fully separate: (a) the Provider sets her own monthly fee for clinical and concierge services (the "Provider Fee"), which is payable entirely to the Provider (or the Provider Entity) for clinical services, and the Provider's chosen amount is stated on the cover page (the Provider Fee stated on the cover page); (b) RonanRx charges a separate, flat fee (the "Platform Fee") per month for its non-clinical services (the Platform Fee stated on the cover page), which is a fixed, fair-market-value administrative fee; (c) the Patient's total monthly charge (the "Total Monthly Charge") equals the Provider Fee plus the Platform Fee (the Total Monthly Charge stated on the cover page); and (d) RonanRx uses Stripe as its payment processor and is registered with Stripe as a payment platform, Patient charges are processed by Stripe, and Stripe settles the Provider Fee directly to the Provider (or the Provider Entity) and settles the Platform Fee directly to RonanRx as two separate payments, so that RonanRx does not receive, hold, or disburse the Provider's clinical Provider Fee, the clinical fee flows to the Provider (or the Provider Entity) through Stripe, and RonanRx is paid only its separate flat Platform Fee. The Platform Fee never varies with the Provider Fee, is not a percentage of the clinical fee, and is not a revenue split. The Platform Fee is also not tied to any prescription, refill, medication choice, pharmacy choice, whether a prescription is filled, drug or pharmacy revenue, or referral, as further described in Section 12. Full detail, including payment timing and mechanics, is set out in the Fee Schedule and Payment Processing Addendum, which is incorporated by reference.
12. Anti-Kickback and No Fee-Splitting
The compensation structure is designed so that no payment is tied to referrals, orders, prescriptions, or pharmacy activity. Accordingly: (a) the Platform Fee is not tied to any prescription, refill, medication choice, pharmacy choice, whether a prescription is filled, drug or pharmacy revenue, or referral; (b) there are no referral fees and no sharing of drug or pharmacy margin between RonanRx and the Provider; (c) compensation will never correlate with prescription volume, referral volume, medication selection, or pharmacy use; (d) RonanRx does not take a margin on, or split, the Provider's clinical fee; and (e) RonanRx is not a pharmacy, does not dispense medications, and does not fill prescriptions. The parties intend this structure to avoid any arrangement in which a clinician is rewarded for volume, lacks the Patient contact and information needed to assess medical necessity, or approves care without independent clinical review.
13. Corporate Practice of Medicine
The Provider and the Provider Entity retain sole control over all clinical decisions and clinical staff. RonanRx provides only non-clinical management, administrative, billing, marketing, and platform services and does not own, control, or direct the clinical practice. Where a professional entity exists, the Provider Entity is the clinical provider, and its physician owners control medical decisions. This Agreement is to be interpreted and, where necessary, adjusted through the state-specific riders so as to comply with the corporate-practice-of-medicine rules of the Governing-Law State and of each state where the Provider treats Patients.
14. The RonanRx Provider Packet; Incorporation and Conflicts
This Agreement is one of six documents in the RonanRx Provider Packet. The following documents are incorporated into this Agreement by reference, and this Agreement is incorporated into each of them: (a) this Provider Participation and Administrative Services Agreement (MSO) (this "Agreement," also the "MSA"); (b) the Provider Fee Schedule and Payment Processing Addendum; (c) the Marketplace Profile, Ranking and Display Addendum; (d) the Credentialing, State Licensure and Professional Liability Addendum; (e) the Provider Change and Continuity-of-Care and Transfer Addendum; and (f) the HIPAA Business Associate Agreement (the "BAA"). The cover page states all particulars (including names, NPI, license states, fees, dates, and similar values) once for the applicable Packet Version (the Packet Version stated on the cover page), and those values are incorporated into every Packet document and are not restated here. If a conflict arises between this Agreement and another Packet document, the more specific document controls as to its own subject matter. For example, the BAA controls PHI handling, the Fee Schedule and Payment Processing Addendum controls payment mechanics, and the Provider Change and Continuity-of-Care and Transfer Addendum controls transfer mechanics.
15. Records, Data, and Audit
The parties agree as follows with respect to records, data, and audit: (a) the Provider (or the Provider Entity) is the owner and custodian of the clinical medical record and is responsible for maintaining it in accordance with law and professional standards; (b) RonanRx maintains non-clinical records of Platform activity, including accounts, scheduling, messaging metadata, and payment records, as needed to provide its services; (c) each party will retain records for the periods required by applicable law, and, on reasonable notice and subject to confidentiality and the BAA, each party may audit or request records reasonably necessary to confirm compliance with this Agreement and applicable law; and (d) PHI is handled under the BAA, and where RonanRx creates, receives, maintains, or transmits PHI on the Provider's behalf, it does so as a business associate.
16. Electronic Records and E-Signature Consent
The parties agree that this Agreement and the other Packet documents may be entered into, signed, stored, and delivered electronically. The Provider consents to the use of electronic records and electronic signatures, agrees that an electronic signature has the same effect as a handwritten one, and agrees that electronic records satisfy any requirement that records be in writing.
17. Term and Termination
The following provisions govern term and termination: (a) this Agreement begins on the Effective Date (the Effective Date stated on the cover page) and continues until terminated as provided in this Agreement; (b) either party may terminate this Agreement for convenience on reasonable prior written notice, subject to the Provider's continuing clinical duties to in-flight Patients; (c) either party may terminate this Agreement if the other party materially breaches and fails to cure within a reasonable cure period after written notice; and (d) RonanRx may suspend or terminate the Provider's participation immediately if the Provider's license, state authorization, or malpractice coverage (as reflected on the cover page, the malpractice carrier stated on the cover page, the malpractice policy number stated on the cover page, the malpractice limits stated on the cover page) lapses, is suspended, or falls below required levels, or if continued participation would present a safety or legal risk.
18. Effect of Termination on In-Flight Patients and Records
Termination of this Agreement does not end the Provider's clinical responsibility to Patients she has accepted. Upon termination, the Provider will: (a) continue to meet her clinical obligations to in-flight Patients until care is appropriately transitioned, and avoid patient abandonment; (b) cooperate with the transition of care and with the transfer of records to Patients or their new providers (as copies or shares, and not as deletions), consistent with the Provider Change and Continuity-of-Care and Transfer Addendum; and (c) retain her own legally required copy of the medical record. RonanRx may continue to provide non-clinical support reasonably necessary to complete transitions and to meet legal and payment-reconciliation obligations. Provisions that by their nature should survive, including confidentiality, records, indemnification, limitations of liability, and anti-kickback covenants, survive termination.
19. Independent-Contractor Relationship
The Provider and the Provider Entity are independent clinicians and independent contractors. RonanRx is not the Provider's employer, partner, or joint venturer, and does not supervise or control the Provider's clinical practice. Nothing in this Agreement creates an employment, agency, or clinical-supervision relationship. Each party is responsible for its own personnel, taxes, and obligations, and the Provider is identified for tax purposes on the cover page (the Provider TIN stated on the cover page).
20. Acceptable Use and Confidentiality
The parties agree as follows: (a) the Provider will use the Platform lawfully, will not misuse Patient data or Platform tools, will keep her credentials secure, and will not use the Platform to circumvent the anti-kickback, licensure, or transfer covenants of this Packet; and (b) each party will protect the other party's confidential and proprietary information and use it only to perform this Agreement, and this obligation is in addition to, and does not limit, the PHI protections in the BAA.
21. No Warranties for the Platform
RonanRx provides the Platform on an "as is" and "as available" basis and, to the extent permitted by law, disclaims non-clinical warranties, including implied warranties of merchantability and fitness for a particular purpose, with respect to the Platform. RonanRx does not warrant uninterrupted or error-free operation. This Section addresses the non-clinical Platform only and does not affect, reduce, or reallocate the Provider's clinical responsibilities or the applicable standard of care.
22. Limitation of Liability
To the extent permitted by law, RonanRx's liability arising out of or relating to its non-clinical Platform and MSO services is limited as set out in this Section, and RonanRx is not liable for indirect, incidental, consequential, or punitive damages arising from those non-clinical services. This limitation applies only to RonanRx's non-clinical services. It does not limit, transfer, or reduce the Provider's clinical responsibility, the Provider's liability for clinical care, or the applicable standard of care, all of which remain solely with the Provider and the Provider Entity.
23. Indemnification
The parties agree to indemnification as follows: (a) the Provider and the Provider Entity will indemnify and hold harmless RonanRx from claims arising out of the Provider's clinical care, clinical judgment, licensure, documentation, or breach of this Agreement, including claims relating to diagnosis, treatment, prescribing, follow-up, or standard of care; and (b) RonanRx will indemnify and hold harmless the Provider and the Provider Entity from claims arising out of RonanRx's non-clinical Platform services or RonanRx's breach of this Agreement. Each indemnity is subject to prompt notice, reasonable cooperation, and control of the defense of the indemnified claim.
24. Governing Law and State-Specific Riders
This Agreement is governed by the laws of the Governing-Law State stated on the cover page (the Governing-Law State stated on the cover page; default Delaware), without regard to conflict-of-laws principles. Where the Provider treats Patients in other states, the state-specific riders to this Packet apply and, to the extent of any conflict on a matter of that state's corporate-practice, licensure, payment-flow, or telehealth law, control for that state. Controlled-substance prescribing, where applicable, is governed by any service-line-specific controlled-substance rider and by the DEA and HHS telemedicine flexibilities in effect (currently extended through December 31, 2026), and nothing in this Agreement assumes controlled-substance authority as a general matter.
25. Changes to Terms
RonanRx may change this Agreement or the Packet from time to time and will provide reasonable prior notice of material changes. Continued participation on the Platform after a change takes effect constitutes acceptance of the change. If the Provider does not agree to a material change, her remedy is to terminate under Section 17.
26. Provider Acknowledgments
I, the Provider (on my own behalf and, where one exists, on behalf of my Provider Entity), acknowledge that: (a) RonanRx provides non-clinical platform, marketplace, and MSO services only, does not practice medicine, and is not the treating clinician; (b) I (or my Provider Entity) am the treating clinician once I accept a Patient, and I own and am solely responsible for the provider-patient relationship, including evaluation, medical decision-making, documentation, informed consent, prescriptions if appropriate, follow-up, adverse-event review, and lawful termination or transition of care without abandonment; (c) Marketplace availability, clinical acceptance, and medication fulfillment are three separate events, and one never automatically grants another; (d) neither RonanRx nor I own any Patient, Patients may change providers, and I will not obstruct or place conditions on a Patient-requested transfer, a transfer is effective only after a new provider accepts, and I will cooperate with the transition and retain my legally required records; (e) I will treat Patients only where I am legally licensed and authorized, will verify Patient location and obtain telehealth consent before appointments, and may rely on the Platform's location verification and state-based filtering; (f) I retain sole clinical discretion, may refuse to prescribe, may require labs or follow-up, may refer out, and may terminate care lawfully, and RonanRx will not pressure me based on approvals, prescription volume, pharmacy use, or medication revenue; (g) controlled-substance prescribing, where applicable, is not assumed as a general matter and is governed by any service-line-specific controlled-substance rider and by the DEA and HHS telemedicine flexibilities in effect; (h) I set my own Provider Fee, as stated on the cover page, RonanRx charges a separate flat Platform Fee for non-clinical services, the Platform Fee is not a revenue split and is not tied to prescriptions, pharmacies, referrals, or medication revenue, RonanRx does not take a margin on my clinical fee, and payment is processed and separately settled by Stripe, with the Provider Fee settled directly to me or my Provider Entity and the Platform Fee settled directly to RonanRx; (i) RonanRx is not a pharmacy and does not dispense or fill prescriptions; (j) this Agreement is the anchor of the RonanRx Provider Packet, the other Packet documents are incorporated by reference, and where documents conflict the more specific document controls its subject matter; (k) I am an independent clinician and independent contractor, RonanRx is not my employer, and RonanRx's limitations of liability and warranty disclaimers apply only to its non-clinical services and do not reduce my clinical responsibility; and (l) I consent to electronic records and electronic signatures, and I have reviewed and agree to this Agreement as part of the Packet.
Provider signature, typed name, date, entity, license details, and packet version are completed on the signing screen.
Provider signature
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Agreement 02 of 06
Provider Fee Schedule & Payment Processing Addendum This Addendum is part of the RonanRx Provider Packet. The Provider, Provider Entity, fees, dates, and other particulars are stated on the packet cover page, which is incorporated into this Addendum by reference. This Addendum (Agreement 02 of 06) is an exhibit to, and forms part of, the Management Services Agreement (the "MSA") between RonanRx and the Provider or Provider Entity, and sets out how the Provider Fee is set, how the separate Platform Fee charged by RonanRx operates, and how Patient charges are processed, refunded, and taxed.
1. Relationship of this Addendum to the MSA
This Addendum supplements and is governed by the MSA. Capitalized terms not defined in this Addendum have the meanings given to them in the MSA and in the shared Packet definitions. If any provision of this Addendum conflicts with the fee terms of the MSA, this Addendum controls with respect to fees and payment processing. RonanRx provides non-clinical services only and does not practice medicine. The Provider, or the Provider Entity where one exists, is the treating clinician and retains all clinical decision-making authority, as provided in the MSA.
2. Two Separate Fees
The charges under this arrangement consist of two distinct fees, which are never combined into a single blended charge or a revenue split:
(a) the Provider Fee, which is the Provider's own monthly clinical or concierge price for the clinical services the Provider furnishes to the Patient, is set by the Provider, is payable entirely to the Provider or Provider Entity, and is stated on the cover page (the Provider Fee stated on the cover page); and
(b) the Platform Fee, which is a separate, flat, fixed fee that RonanRx charges for its non-clinical platform, administrative, and payment-processing services, is stated on the cover page (the Platform Fee stated on the cover page), and constitutes a fair-market-value administrative fee.
The Provider sets and receives the Provider Fee, and RonanRx charges a separate flat Platform Fee representing fair market value for administrative services. RonanRx does not pay the Provider on a per-patient basis, does not pay for referrals, does not pay for prescriptions, and does not pay the Provider when Patients use a pharmacy.
3. Total Monthly Charge
The Patient's Total Monthly Charge is the sum of the two fees, calculated as the Provider Fee plus the Platform Fee. The Total Monthly Charge in effect is stated on the cover page (the Total Monthly Charge stated on the cover page), calculated as the Provider Fee stated on the cover page plus the Platform Fee stated on the cover page. The two components are disclosed to the Patient as separate line items.
4. Fixed Fair-Market-Value Nature of the Platform Fee
The Platform Fee is fixed and does not vary. In particular, the Platform Fee:
(a) does not change with the amount of the Provider Fee;
(b) is not a percentage of the Provider Fee or of any other amount;
(c) is not a revenue split, and is not drug-margin or pharmacy-margin sharing;
(d) is not a referral fee; and
(e) is not tied to any prescription, refill, medication choice, or pharmacy choice, to whether any prescription is written or filled, or to any drug or pharmacy revenue.
No compensation under this Addendum is determined in a manner that takes into account, or that varies with, the volume or value of prescriptions, orders, referrals, medication selection, or pharmacy use. The Provider is compensated by Patients for the Provider's clinical services, and RonanRx is compensated by a fixed fair-market-value fee for non-clinical services only.
5. Provider Setting of the Provider Fee
The Provider sets the Provider Fee, and the amount in effect is stated on the cover page (the Provider Fee stated on the cover page). RonanRx charges a separate flat Platform Fee (the Platform Fee stated on the cover page) for its non-clinical services, and the Patient's Total Monthly Charge is the Total Monthly Charge stated on the cover page. The Platform Fee does not reflect any payment to RonanRx beyond the fixed Platform Fee, and it is not affected by prescriptions, medications, or pharmacy choices.
6. Payment Processing
RonanRx uses Stripe as its payment processor and is registered with Stripe as a payment platform. Patient charges are processed by Stripe, subject to the following terms:
(a) Stripe settles the Provider Fee directly to the Provider or Provider Entity, and settles the Platform Fee directly to RonanRx, as two separate payments; and
(b) RonanRx does not receive, hold, or disburse the Provider Fee, which flows to the Provider or Provider Entity through Stripe, and RonanRx is paid only its separate flat Platform Fee.
Because the Provider Fee is settled by Stripe directly to the Provider or Provider Entity, RonanRx does not collect, hold, or remit the clinical fee. The role of RonanRx in payment processing is administrative, and does not make RonanRx the clinical provider, the owner of the Patient relationship, or a party to the clinical care.
7. Billing Following a Provider Change
Patients may change Providers. RonanRx does not prorate charges mid-period by default. Instead:
(a) the current Provider receives the Provider Fee through the end of the current billing period in which the change occurs; and
(b) the new Provider begins receiving the Provider Fee starting with the next billing cycle.
This cutover rule applies whether the Patient initiates the change or the change results from the current Provider declining or ending the relationship. Proration is not used by default.
8. Refunds, Cancellations, and Switches
The following terms govern refunds, cancellations, and switches:
(a) Decisions regarding the refund of the Provider Fee for a given period rest with the Provider or Provider Entity, consistent with the MSA, and refunds the Provider authorizes are processed through Stripe; RonanRx controls decisions regarding its own Platform Fee.
(b) A Patient's cancellation takes effect at the end of the then-current billing period, and the Patient is not charged for the following period; access continues through the paid period unless clinical or safety reasons require otherwise.
(c) If a Patient switches Providers mid-period, no additional charge is created for the switch, and the Provider Fee for that period follows the cutover rule in Section 7, under which the current Provider receives the fee through the end of the period and the new Provider receives it from the next cycle.
(d) If the Provider terminates the Provider-Patient relationship, the current billing period's Provider Fee is handled in accordance with Section 7, and RonanRx will support an operationally straightforward transition, including the copying and sharing of records, without obstruction and consistent with information-blocking requirements; the prior Provider retains its own legal record.
(e) Marketplace availability, clinical acceptance, and medication fulfillment are separate events, and being shown in the Marketplace does not guarantee acceptance; if no eligible Provider accepts the Patient for a given month, the Patient is refunded for that month, and no Provider Fee is earned or settled to any Provider for that month, because no Provider formed a care relationship for that period.
9. Taxes, Information Returns, and Independent-Contractor Status
The following terms govern taxes and independent-contractor status for payment purposes:
(a) For payment purposes, the Provider or Provider Entity is an independent contractor and not an employee, partner, or agent of RonanRx, and nothing in this Addendum creates an employment or partnership relationship.
(b) The Provider or Provider Entity is solely responsible for all federal, state, and local taxes on the Provider Fee, including self-employment and income taxes, and RonanRx does not withhold taxes from the Provider Fee.
(c) RonanRx may issue information returns, including IRS Form 1099-series returns or, where the payment arrangement requires it, Form 1099-K, and may require a completed Form W-9 bearing the taxpayer identification number of the Provider or Provider Entity (the Provider TIN stated on the cover page); the Provider is responsible for maintaining its Stripe payout account and required tax information so that the Provider Fee can be settled by Stripe.
10. Provider Acknowledgments
I, the Provider, on my own behalf and on behalf of my Provider Entity, acknowledge that:
(a) I set my own Provider Fee (the amount in effect is the Provider Fee stated on the cover page), and the Provider Fee is payable to me for my clinical services;
(b) RonanRx charges a separate, flat Platform Fee (the Platform Fee stated on the cover page) for non-clinical services, and the Patient's Total Monthly Charge is my Provider Fee plus the Platform Fee (the Total Monthly Charge stated on the cover page);
(c) the Platform Fee is a fixed fair-market-value administrative fee, and is not a percentage of my fee, not a revenue split, and not tied to any prescription, refill, medication choice, or pharmacy choice, to whether any prescription is filled, to any drug or pharmacy revenue, or to any referral;
(d) no amount I receive is paid per patient by RonanRx, for referrals, for prescriptions, or for Patients using a pharmacy, and my compensation comes from Patients for my clinical services and does not vary with the volume or value of prescriptions, referrals, medication selection, or pharmacy use;
(e) Patient charges are processed by Stripe, which settles my Provider Fee directly to me or my Provider Entity and the Platform Fee directly to RonanRx as two separate payments, and RonanRx does not receive, hold, or disburse my Provider Fee;
(f) when a Patient changes Providers, the current Provider receives the Provider Fee through the end of the current billing period and the new Provider begins the next cycle, and proration is not used by default;
(g) if no eligible Provider accepts a Patient for a month, the Patient is refunded for that month and no Provider Fee is earned or settled to me for that month; and
(h) I am an independent contractor for payment purposes, I am solely responsible for my own taxes, RonanRx does not withhold, and RonanRx may issue applicable 1099-series information returns and require a Form W-9.
Provider signature, typed name, date, entity, license details, and packet version are completed on the signing screen.
Provider signature
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Agreement 03 of 06
Marketplace Profile, Ranking & Display Addendum RonanRx Inc., Agreement 03 of 06. This Addendum is part of the RonanRx Provider Packet. The Provider, the Provider Entity, the fees, the dates, and the other particulars are stated on the Packet cover page and are incorporated into this Addendum by reference. This Addendum governs how the Provider's profile is displayed on the Marketplace, the factors RonanRx may use to sort and rank provider profiles in Patient search results, and the obligations of the parties regarding profile accuracy, availability control, and truthful, non-deceptive display. Where the Provider practices through a Provider Entity, this Addendum applies to both the Provider and the Provider Entity, and the Provider signs on behalf of both.
1. Relationship to the Management Services Agreement This Addendum supplements and is incorporated into the RonanRx Provider Packet, including the Management Services Agreement (Agreement 01 of 06). Capitalized terms not defined in this Addendum have the meanings given to them in the Packet. If any term of this Addendum conflicts with the Management Services Agreement, the Management Services Agreement controls, except as to the profile, ranking, and display subject matter addressed in this Addendum, which this Addendum governs.
2. Role of RonanRx for Purposes of Display RonanRx is a health-technology Marketplace and a Management Services Organization (MSO). RonanRx operates the Platform and Marketplace, which display eligible provider profiles so that Patients may compare and choose a Provider. RonanRx supplies non-clinical services only, including Patient discovery, profile hosting and formatting, search, ranking, and display. RonanRx does not practice medicine, is not the treating clinician, and makes no representation about the quality or outcome of any Provider's clinical care beyond the factual, Provider-supplied and Platform-derived information described in this Addendum.
3. Authorized Profile Content The Provider authorizes RonanRx to display the following profile elements on the Marketplace and in Patient-facing search results, comparison views, and provider detail pages: (a) the Provider's name and professional credentials (the Provider name stated on the cover page, the credentials stated on the cover page); (b) the Provider's specialty and areas of focus (the specialty stated on the cover page); (c) the states in which the Provider is licensed and eligible to practice (the license states stated on the cover page); (d) the Provider's routing availability, including whether RonanRx may send Patients to the Provider (the patient routing availability stated on the cover page); (e) the clinic or practice name and, where applicable, the Provider Entity (the Provider Entity stated on the cover page); (f) accepted Patient types and any legitimate scope-of-practice or service-line parameters the Provider sets; (g) the languages in which the Provider offers care (the languages stated on the cover page); and (h) a profile photo, but only if the Provider submits one and RonanRx approves it for display. RonanRx may also display factual, Platform-derived attributes, such as the Provider's state eligibility for a given Patient and current availability. RonanRx will not display to Patients, as public profile content, the Provider's DEA registration, TIN, home address, or other sensitive identifiers.
4. Ranking and Display Factors RonanRx may sort, rank, filter, and display provider profiles in Patient search results using a combination of non-fee factors, which may include: (a) state eligibility, meaning whether the Provider is licensed and eligible for the Patient's state; (b) current routing availability and whether RonanRx may send Patients to the Provider; (c) Patient-selected filters and search criteria; (d) the Provider's specialty and its match to the Patient's stated needs; (e) Patient preference and Patient-entered inputs; (f) Provider responsiveness; (g) Patient ratings; (h) quality, service, and administrative criteria applied consistently across providers, including responsiveness, profile completeness, and compliance with Platform rules; and (i) Platform operational rules and safety requirements. RonanRx may adjust the ranking factors and the weighting and combination of those factors over time to improve the Marketplace, and will disclose material ranking practices to Patients as required by law. RonanRx will not adjust ranking factors in a manner that is deceptive to Patients or providers. Ranking under this Addendum is not tied to the Provider Fee.
5. Fees The Provider sets the Provider's own monthly Provider Fee, which is the Provider's clinical and concierge price and belongs entirely to the Provider as compensation for clinical services. The amount of the Provider Fee in effect is stated on the cover page as the Provider Fee stated on the cover page. RonanRx charges a separate, flat Platform Fee, stated as the Platform Fee stated on the cover page, for non-clinical services. The Patient's Total Monthly Charge is stated as the Total Monthly Charge stated on the cover page. The Platform Fee is a fixed, fair-market-value fee for non-clinical services. The Platform Fee is not a percentage of the Provider Fee, is not a revenue split, and is not tied to any prescription, refill, medication or pharmacy choice, drug or pharmacy revenue, or referral. The Provider Fee does not affect the Provider's placement or ranking in Patient search results.
6. Payment Processing RonanRx uses Stripe as its payment processor and is registered with Stripe as a payment platform. Patient charges are processed by Stripe. Stripe settles the Provider Fee directly to the Provider or the Provider Entity, and settles the Platform Fee directly to RonanRx, as two separate payments. RonanRx does not receive, hold, or disburse the Provider's clinical Provider Fee. The clinical fee flows to the Provider or the Provider Entity through Stripe, and RonanRx is paid only its separate flat Platform Fee.
7. No Paid Placement or Sponsorship RonanRx does not raise or lower a Provider's ranking in exchange for payment to RonanRx, and ranking under this Addendum is not tied to the Provider Fee. RonanRx does not sell position in search results. If RonanRx ever introduces any true paid placement, sponsorship, or advertising that affects ranking, RonanRx will clearly and conspicuously disclose it to Patients as required by FTC truth-in-advertising principles, and such content will be identifiable as paid.
8. No Deceptive or Outcome Claims RonanRx and the Provider will not make or authorize any deceptive, unsubstantiated, or misleading claim in profile content or display, including any claim that a Provider is the "best doctor," the "number one" provider, or top-rated in a manner that is not substantiated, and including any guarantee of a clinical outcome, cure, result, prescription, refill, or turnaround time. All profile claims, credentials, and representations must be truthful, accurate, and substantiated. The Provider is responsible for the accuracy of Provider-supplied claims, and RonanRx is responsible for the truthful, non-deceptive presentation of ranking and display.
9. Provider Availability Control The Provider controls whether RonanRx may send Patients to the Provider and may change that routing status at any time through the Platform. Marketplace display does not create any clinical relationship: being displayed, being ranked, or being selected by a Patient does not obligate the Provider to accept any Patient, and the Provider may decline a Patient for legitimate clinical, capacity, licensing, or safety reasons. RonanRx may hide, suppress, or omit a Provider's profile from Patient results when the Provider is: (a) not available for patient routing or otherwise unavailable; (b) not licensed or not eligible to practice in the Patient's state; (c) ineligible under Platform rules, credentialing, or compliance requirements; or (d) suspended, deactivated, or under review. Hiding a Provider for these reasons is a non-clinical Marketplace-availability function and does not affect the Provider's ownership of, or duties to, existing Patients.
10. Profile Accuracy The Provider must keep all profile information accurate, complete, and current, including credentials, specialty, license states, languages, availability, and accepted Patient types, and must promptly correct any information that becomes inaccurate. If RonanRx reasonably believes that profile content is inaccurate, unsubstantiated, non-compliant, deceptive, or unlawful, RonanRx may correct it as to factual, verifiable items, withhold or remove it from display, or require the Provider to correct it, and RonanRx may temporarily suppress the profile pending correction. The ability of RonanRx to correct or withhold content is a non-clinical function and does not make RonanRx responsible for the Provider's clinical representations.
11. Consent to Display and Formatting The Provider consents to the display by RonanRx of the authorized profile elements and to reasonable formatting, standardization, ordering, and presentation of the profile so that provider profiles are consistent and comparable across the Marketplace, including standardizing how credentials, specialties, license states, and languages are labeled and shown. RonanRx will not alter the substantive meaning of Provider-supplied content when formatting it. The Provider may update or withdraw optional profile elements, such as the profile photo, languages, or areas of focus, at any time. Required elements needed for eligibility and lawful display, such as name, credentials, and license states, must remain accurate for the Provider to appear on the Marketplace.
12. Term and Changes This Addendum remains in effect for so long as the Provider participates in the Marketplace under the Packet. RonanRx may update its ranking factors, display formats, and disclosures from time to time consistent with this Addendum and applicable FTC truth-in-advertising principles, and will provide notice of material changes as described in the Management Services Agreement.
13. Provider Acknowledgments I, the Provider, on my own behalf and on behalf of my Provider Entity, acknowledge that: (a) I authorize RonanRx to display my name, credentials, specialty, license states, routing availability, clinic or practice name, accepted Patient types, languages, and, if I submit one and RonanRx approves it, my profile photo, as described in this Addendum; (b) RonanRx may sort and rank provider profiles using multiple non-fee factors, including state eligibility, routing availability, Patient filters, specialty, Patient preference, responsiveness, Patient ratings, quality and administrative criteria, and Platform rules, and may adjust those factors and disclose material ranking practices to Patients as required by law; (c) ranking under this Addendum is not tied to the Provider Fee, and my Provider Fee does not affect where I appear in Patient results; (d) the Platform Fee is a separate, flat, fair-market-value fee for non-clinical services that is not a percentage of the Provider Fee, is not a revenue split, and is not tied to any prescription, refill, medication or pharmacy choice, drug or pharmacy revenue, or referral; (e) Patient charges are processed by Stripe, which settles my Provider Fee directly to me or my Provider Entity and the Platform Fee directly to RonanRx as two separate payments, and RonanRx does not receive, hold, or disburse my clinical Provider Fee; (f) if RonanRx ever uses true paid placement or sponsorship that affects ranking, it will be clearly disclosed to Patients; (g) I will not make or authorize deceptive "best doctor," top-rated, guaranteed-outcome, or guaranteed-turnaround claims, and all of my profile claims will be truthful and substantiated; (h) I control whether RonanRx may send Patients to me, and RonanRx may hide my profile when I am unavailable, ineligible, suspended, or not licensed for the Patient's state; (i) being displayed, ranked, or selected does not create a provider-patient relationship, and I may decline a Patient for legitimate clinical, capacity, licensing, or safety reasons; (j) I will keep my profile information accurate and current, and RonanRx may correct, withhold, or remove inaccurate or non-compliant profile content; and (k) I consent to the display of my profile by RonanRx and to reasonable formatting and standardization of it, and I may update or withdraw optional profile elements at any time.
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Agreement 04 of 06
Credentialing, State Licensure & Professional Liability Addendum Agreement 04 of 06
This agreement is part of the RonanRx Provider Packet. The Provider, Provider Entity, fees, dates, and other particulars are stated on the packet cover page and are incorporated into this agreement by reference. This Addendum supplements the Management Services Agreement (the "MSA"). It sets out the credentials the Provider must supply, the compliance commitments the Provider makes concerning licensure, professional liability coverage, telehealth, and prescribing, and the rights RonanRx holds to keep the Marketplace lawful and current.
1. Relationship to the MSA
This Addendum forms part of and is governed by the MSA. Capitalized terms not defined here have the meanings given in the MSA and the shared Packet specification. In any conflict between this Addendum and the general body of the MSA on the specific subjects of credentialing, licensure, professional liability coverage, telehealth, or prescribing, this Addendum controls. Nothing in this Addendum changes the core division of roles: RonanRx supplies non-clinical MSO and Platform services only and does not practice medicine, and the Provider (through the Provider Entity where one exists) is the sole treating clinician responsible for all clinical judgment.
2. Credentials and Documents the Provider Must Supply
The Provider agrees to give RonanRx, and to keep current, the credentialing information and documents listed in this Section. These particulars are recorded once on the cover page and referenced by the tokens set out below, and the Provider is responsible for their accuracy: (a) active, unrestricted medical license(s) to practice in each state listed at the license states stated on the cover page, with copies or verifiable license numbers for each; (b) the Provider's National Provider Identifier (NPI), the NPI stated on the cover page; (c) state-specific DEA registration details reflected in the license details on the cover page for each state in which the Provider is authorized to prescribe controlled substances, required only if the Provider prescribes controlled substances as described in Section 7; (d) evidence of professional liability (malpractice) coverage with carrier the malpractice carrier stated on the cover page, policy number the malpractice policy number stated on the cover page, and limits at least equal to the malpractice limits stated on the cover page; (e) a completed IRS Form W-9 and Taxpayer Identification Number the Provider TIN stated on the cover page for tax reporting and remittance; (f) where the Provider contracts through a professional entity, formation and good-standing documentation for the Provider Entity stated on the cover page and its entity type the entity type stated on the cover page (for example, a PC or PLLC); (g) documentation of specialty or board certification for the specialty stated on the cover page where the Provider holds herself out in that specialty; and (h) written disclosure of any past or pending licensing-board, hospital, or regulatory disciplinary action, investigation, restriction, surrender, or settlement.
The Provider authorizes RonanRx to verify any of the foregoing through primary-source verification, licensing boards, the NPPES/NPI registry, the DEA, professional liability carriers, and applicable credentialing databases.
3. Licensure and Professional Liability Covenants
The Provider covenants that, throughout the term: (a) she will maintain each medical license listed at the license states stated on the cover page in active, unrestricted good standing; (b) she will maintain professional liability (malpractice) coverage with limits at least equal to the malpractice limits stated on the cover page, naming or covering the Provider and the Provider Entity as applicable, and will provide renewal certificates on request; (c) she will practice, evaluate, and treat patients only where she is legally licensed and otherwise legally permitted to do so, and will decline or transfer any patient she is not authorized to treat; and (d) she will keep her professional entity, NPI, and, if applicable, state-specific DEA registrations valid and current.
4. State-Authorization Covenant (Telehealth)
Because care on the Platform is delivered via telehealth, the Provider makes the following covenant (the "State-Authorization Covenant") for every appointment: (a) she will verify the Patient's physical location at the time of each appointment and confirm that she holds an active, unrestricted license and any required telehealth authorization for that location before proceeding; (b) she will obtain informed consent to telehealth from the Patient before the appointment, consistent with the law of the Patient's state; (c) she will comply with all applicable telehealth laws, including cross-state practice rules, standard-of-care and examination requirements, and modality restrictions in the Patient's state; and (d) if she is not authorized in the Patient's state at the time of the appointment, she will not conduct the visit and will decline or route the Patient appropriately.
The Provider understands that Marketplace availability, clinical acceptance, and medication fulfillment are separate legal events, and that being displayed in the Marketplace does not by itself confirm authorization to treat a given Patient in a given state. The State-Authorization Covenant is the Provider's independent responsibility for each visit.
5. Prescribing, Records, and Lawful-Conduct Covenants
The Provider further covenants that she will: (a) comply with all applicable prescribing laws, including state prescribing rules, examination and standard-of-care requirements, and any telemedicine-prescribing conditions; (b) exercise independent clinical judgment on every prescription, refill, dose, and clinical decision, and understand that no compensation under the Packet is tied to whether, what, or how much she prescribes; (c) maintain complete, accurate, and timely medical records and documentation as required by law and professional standards, and retain the legal medical record consistent with the HIPAA and records provisions of the Packet; and (d) not use RonanRx, the Platform, or any Packet arrangement for unlawful referrals, kickbacks, bribes, fee-splitting, or any remuneration tied to referrals or to the ordering, prescribing, or purchasing of any item or service, consistent with the anti-kickback and corporate-practice-of-medicine posture of the Packet.
The Provider sets her own Provider Fee for clinical services. The amount in effect is stated on the cover page (the Provider Fee stated on the cover page) and goes entirely to the Provider or Provider Entity. RonanRx charges a separate, flat Platform Fee (the Platform Fee stated on the cover page) for its non-clinical services, and the Patient's Total Monthly Charge (the Total Monthly Charge stated on the cover page) is the sum of the two. The Platform Fee is a fixed fair-market-value administrative fee: it is not a percentage of the Provider Fee, is not a revenue split, and is never tied to any prescription, refill, medication choice, pharmacy choice, whether a prescription is filled, drug or pharmacy revenue, or referral. RonanRx does not take a margin on, and never shares in, the Provider's clinical Provider Fee. RonanRx uses Stripe as its payment processor and is registered with Stripe as a payment platform. Patient charges are processed by Stripe, which settles the Provider Fee directly to the Provider or Provider Entity and settles the Platform Fee directly to RonanRx as two separate payments. RonanRx does not receive, hold, or disburse the Provider's clinical Provider Fee.
6. Prompt-Notification Obligation
The Provider will notify RonanRx promptly, and in any event within a commercially reasonable time, of any of the following, whether occurring in a Marketplace state or elsewhere: (a) any lapse, suspension, revocation, restriction, non-renewal, probation, or surrender of a medical license; (b) any change, lapse, restriction, or surrender of a state-specific DEA registration where controlled substances are in scope; (c) any lapse, cancellation, non-renewal, or material change in malpractice coverage or limits; (d) any actual, threatened, or pending sanction, debarment, or disciplinary or regulatory action, investigation, or settlement; and (e) any change to the credentialing information in Section 2, including NPI, entity status, specialty status, or license states.
7. Controlled-Substances Rider (Service-Line Specific)
This Section 7 is a service-line-specific rider that applies only if the Provider prescribes controlled substances via telehealth through the Platform. It does not apply to Providers whose service line does not involve controlled substances. The following terms apply: (a) if the Provider prescribes controlled substances via telehealth, she will comply with all applicable DEA and HHS telemedicine rules for controlled-substance prescribing, including registration, evaluation, documentation, and state-law requirements, and will maintain valid state-specific DEA registration details reflected in the license details on the cover page for each applicable state; (b) the Provider acknowledges that the current DEA and HHS telemedicine flexibilities permitting certain controlled-substance prescribing via telehealth are, as of the Effective Date, extended through December 31, 2026, and that these requirements may change, lapse, or be replaced, and the Provider is responsible for tracking and complying with the rules in effect at the time of each prescription and will adjust her practice accordingly without reliance on RonanRx; and (c) RonanRx does not control, direct, or participate in any controlled-substance prescribing decision, which remains solely the Provider's clinical responsibility.
8. Attestations of Good Standing
The Provider attests, as of the Effective Date and on each re-credentialing, that: (a) she and, where applicable, the Provider Entity are in current good standing with each applicable licensing board; (b) she and the Provider Entity are not currently suspended, restricted, or otherwise legally barred from providing the clinical services offered through the Platform; (c) she and the Provider Entity have not been convicted of any offense that would prevent lawful participation on the Platform; and (d) the credentialing information supplied under Section 2 is true, complete, and current, and she will promptly correct it if it ceases to be so.
9. RonanRx Compliance Rights
To keep the Marketplace lawful and current, and without assuming any clinical role, RonanRx may: (a) suspend or hide the Provider's profile if a required license, professional liability policy, or, where applicable, state-specific DEA registration lapses, is restricted, or cannot be verified; (b) apply state-based filtering so that the Provider is shown to, and selectable by, Patients only in states where she is eligible, and may remove or withhold the Provider from Patient selection for any state in which she is not eligible; (c) audit basic compliance records relevant to credentialing, licensure, professional liability coverage, telehealth authorization, and good standing, provided that this audit right does not extend to directing clinical care; (d) require updated credentials and documentation, and condition continued Marketplace availability on their timely provision; and (e) re-credential the Provider periodically and re-run primary-source checks.
Suspension or removal under this Section affects only Marketplace availability and does not terminate the Provider's existing provider-patient relationships, which remain the Provider's responsibility to continue, transition, or terminate consistent with the MSA and applicable law.
10. Provider Acknowledgments
I, the Provider (on my own behalf and on behalf of my Provider Entity), acknowledge that:
(a) I have supplied, and will keep current, the licenses, NPI (the NPI stated on the cover page), state-specific DEA registration details if applicable (reflected in the license details on the cover page), malpractice certificate (the malpractice carrier stated on the cover page, the malpractice policy number stated on the cover page, the malpractice limits stated on the cover page), W-9 and TIN (the Provider TIN stated on the cover page), entity documents (the Provider Entity stated on the cover page, the entity type stated on the cover page), specialty and board information (the specialty stated on the cover page), and the attestations required by this Addendum;
(b) I will maintain my license(s) at the license states stated on the cover page in good standing and my malpractice coverage at limits at least equal to the malpractice limits stated on the cover page throughout the term;
(c) I will treat Patients only where I am legally permitted, and for every appointment I will verify the Patient's location and obtain telehealth consent before the visit, as required by the State-Authorization Covenant;
(d) I will comply with applicable prescribing and telehealth laws, exercise independent clinical judgment, and keep proper medical records;
(e) if I prescribe controlled substances via telehealth, I will comply with applicable DEA and HHS telemedicine rules, I understand those flexibilities are currently extended through December 31, 2026 and may change, and I understand that this is a service-line-specific obligation;
(f) I will notify RonanRx promptly of any change to my license, state-specific DEA registration where applicable, malpractice coverage, sanctions, legal eligibility, or disciplinary status;
(g) I will not use RonanRx for unlawful referrals, kickbacks, or fee-splitting, and I understand that I set my own Provider Fee (stated on the cover page), that RonanRx charges only a separate flat fair-market-value Platform Fee for non-clinical services, that the Platform Fee is not a revenue split and is not tied to prescriptions, pharmacies, referrals, or medication revenue, that RonanRx does not take a margin on my clinical fee, and that payment is processed and separately settled by Stripe, with the Provider Fee settled directly to me or my Provider Entity and the Platform Fee settled directly to RonanRx;
(h) I and my Provider Entity are in current good standing and are not currently barred from providing the clinical services offered through the Platform; and
(i) RonanRx may suspend or hide my profile, apply state-based filtering, audit basic compliance records, require updated credentials, and re-credential me periodically, and these actions affect Marketplace availability only and not my existing provider-patient relationships.
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Agreement 05 of 06
Provider Change & Continuity-of-Care / Transfer Addendum RonanRx Inc.
This Addendum forms part of the RonanRx Provider Packet and is Agreement 05 of 06 therein. The Provider, the Provider Entity, the fees, the dates, and the other particulars applicable to this Addendum are stated on the Packet cover page, which is incorporated into this Addendum by reference. This Addendum governs the process by which a Patient may change treating providers on the Marketplace, including how a transfer of care is requested, accepted, and completed; the obligations and limitations of the outgoing Provider; the handling of records; and the allocation of compensation through Stripe. The purpose of this Addendum is to ensure that a Patient may change providers in a manner that is orderly, safe, and non-obstructive, while the Provider retains the Provider's own legal medical record.
1. Purpose and Scope
This Addendum applies whenever a Patient on the RonanRx Platform seeks to change from the Provider (as the outgoing treating clinician) to a different provider, and whenever a Patient is transferred to the Provider (as the incoming treating clinician). This Addendum supplements, and is to be read together with, the RonanRx Provider Management Services Agreement and the other documents in the RonanRx Provider Packet. If any term of this Addendum conflicts with the Management Services Agreement, the Management Services Agreement controls, except with respect to the specific subject of provider change and transfer of care, as to which this Addendum controls.
2. Marketplace Model Applied to Transfers
The RonanRx model permits a Patient to compare and select among eligible providers and to change providers at any time and for any reason. Neither the Provider nor RonanRx owns any Patient. RonanRx is a health-technology marketplace and Management Services Organization (MSO) that supplies non-clinical services only; RonanRx does not practice medicine, is not the treating clinician, and makes no clinical judgment as to whether a transfer of care is medically appropriate. The Provider is the treating clinician for the Provider's own Patients and remains responsible for clinical decisions, documentation, and care transition.
Three separate legal events apply to transfers and never operate to grant one another automatically: (a) marketplace availability, meaning that a replacement provider is displayed on the Platform; (b) clinical acceptance, meaning that the new provider accepts the Patient and a care relationship is formed; and (c) medication-fulfillment availability, which is state-specific and prescription-specific and is handled through the pharmacy workflow. A transfer of care is not complete, and no care relationship moves, until clinical acceptance occurs.
3. Patient-Initiated Change
A Patient may request a different provider through the RonanRx Platform. Upon such a request: (a) RonanRx may display eligible replacement providers, meaning providers who are licensed or otherwise eligible for the Patient's state and available for patient routing, for the Patient to compare and select, and such display constitutes marketplace availability only, is not an assignment, and forms no care relationship; (b) the Patient selects a proposed new provider; (c) the proposed new provider must affirmatively accept the Patient, and the new provider may decline for legitimate clinical, capacity, licensing, or safety reasons, in which case the Patient may select another eligible provider; (d) the transfer is effective only after the new provider accepts the Patient, and until acceptance occurs the Provider remains the treating clinician of record for the Patient; and (e) RonanRx captures the Patient's change request and consent electronically, creating a time-stamped audit trail of the request, the selection, and the new provider's acceptance.
4. Obligations of the Outgoing Provider
When a Patient requests to change away from the Provider, the Provider shall: (a) cooperate with the transfer in good faith and not obstruct, delay, or discourage a lawful change of provider, consistent with applicable information-blocking principles, so that a change of provider is operationally straightforward and not obstructive; (b) not obstruct, delay, or place commercial conditions on a lawful, Patient-requested transfer of care, and not condition, penalize, or interfere with a transfer of care on the basis of outstanding fees, billing disputes, marketing considerations, or any other commercial interest, it being understood that billing questions are resolved separately and do not gate a Patient's departure or the release of records needed for care; (c) complete any urgent handoff items within the Provider's care that are clinically necessary and time-sensitive before the transfer takes effect; (d) identify and flag, in the handoff, any open or pending clinical matters, including without limitation pending or unresolved laboratory or diagnostic results, known or suspected adverse events, open or in-flight refill or prescription requests, and any other urgent or unresolved clinical issues of which the incoming provider should be aware in order to treat the Patient safely; and (e) prepare a clinically adequate summary of care sufficient for a receiving clinician to safely assume care.
5. Continuity of Care and No Abandonment
The Provider shall not abandon the Patient. Until the new provider accepts the Patient and the transfer becomes effective, the Provider remains responsible for reasonable interim coverage of urgent clinical issues that arise for that Patient, consistent with the applicable standard of care and the Provider's professional and licensing obligations. This interim duty is a clinical responsibility of the Provider as treating clinician; RonanRx does not assume this duty and cannot perform it. Nothing in this Addendum requires the Provider to provide care beyond the Provider's competence, capacity, licensure, or the applicable standard of care.
6. Records: Copy and Share, Not Delete or Move
A transfer of a Patient does not delete or move the Provider's records. Specifically: (a) a transfer means that records are copied and shared, and does not mean that records are deleted or moved, and the outgoing Provider retains the Provider's own legal medical record for the Patient in accordance with applicable law, the Provider's professional obligations, and applicable retention requirements, and nothing in a transfer requires the Provider to surrender or destroy the Provider's legal record; (b) the incoming provider receives the records needed for treatment and care coordination, meaning an appropriate copy of the clinical information reasonably necessary for the new provider to safely continue the Patient's care; (c) RonanRx logs the transfer, including the request, the consent, the selection, the acceptance, and the routing of records, in a time-stamped audit trail; and (d) the Patient's consent and request are captured electronically in the RonanRx user experience for every transfer, regardless of whether a given disclosure would independently be permitted, so that a complete audit trail exists. These practices are consistent with HIPAA treatment, payment, and health-care-operations (TPO) disclosures and with applicable information-blocking principles.
7. PHI Sharing and Care Coordination
RonanRx, acting as a non-clinical platform and business associate, may facilitate the sharing and routing of PHI between the outgoing Provider and the incoming provider for treatment and care-coordination purposes, and may facilitate the electronic transmission of the records described in Section 6. Such facilitation is a record-routing and administrative function; RonanRx does not select, curate, redact, or make clinical judgments as to the content of the records. All handling of PHI is governed by the RonanRx Business Associate Agreement in the Packet and by applicable law. Even where a disclosure for treatment or care coordination would be permitted without separate authorization, RonanRx captures the Patient's consent and request in the user experience for every transfer.
8. No Patient Ownership; No Restriction on Lawful Transfer
Neither the Provider nor RonanRx owns any Patient. A Patient may choose the Patient's care provider and may change providers. The Provider may retain the Provider's own legal medical record; however, the Provider may not use that record, any commercial interest, or any Platform mechanism to restrict, condition, or defeat a Patient's lawful transfer to another provider. The role of RonanRx is limited to the non-clinical marketplace, routing, and administrative functions described in the Packet.
9. Payment Allocation on Transfer
Compensation on transfer follows the RonanRx fee model and is cross-referenced to the Fee Schedule in the Packet. The Provider sets the Provider's own Provider Fee, which is the Provider's own clinical fee (the amount in effect is stated on the cover page, the Provider Fee stated on the cover page); the Platform Fee (the Platform Fee stated on the cover page) is the separate, flat, fixed, fair-market-value administrative fee charged by RonanRx for non-clinical services; and the Total Monthly Charge (the Total Monthly Charge stated on the cover page) is the sum of the two.
Each provider is paid, through Stripe, for the billing period during which that provider serves the Patient. Patient charges are processed by Stripe; Stripe settles the Provider Fee directly to the Provider or the Provider Entity, and settles the Platform Fee directly to RonanRx, as two separate payments. RonanRx does not receive, hold, or disburse the Provider's clinical Provider Fee; the clinical fee flows to the Provider or the Provider Entity through Stripe, and RonanRx is paid only its separate flat Platform Fee. On a valid transfer: (a) the outgoing Provider is paid the Provider Fee for the current billing period during which the Provider serves the Patient, that is, the billing period during which the transfer becomes effective, and there is no proration; (b) the incoming provider begins the next billing cycle and is paid the Provider Fee for that cycle and thereafter; (c) the Platform Fee remains a fixed, flat administrative fee, does not vary with the transfer, is not a percentage of any clinical fee, is not a revenue split, and is not tied to any prescription, refill, medication, pharmacy, referral, or transfer event; and (d) after a valid Patient request and the new provider's acceptance, RonanRx updates the provider assignment, the access permissions, and the payment routing to reflect the transfer, so that, from the next billing cycle, Stripe settles the Provider Fee directly to the incoming provider, and RonanRx does not hold clinical funds.
10. Administrative Role of RonanRx
The functions of RonanRx under this Addendum, including displaying eligible replacement providers, capturing the Patient's request and consent, logging the transfer, routing records, and updating assignment, permissions, and payment routing, are non-clinical administrative and platform services. RonanRx uses Stripe as its payment processor and is registered with Stripe as a payment platform; Patient charges are processed by Stripe, which settles the Provider Fee directly to the Provider or the Provider Entity and settles the Platform Fee directly to RonanRx as two separate payments. RonanRx does not receive, hold, or disburse the Provider's clinical Provider Fee. RonanRx does not decide whether a Patient should change providers, does not decide which records are clinically necessary, and does not perform, direct, or override any clinical judgment. Clinical decisions, including whether to accept a Patient and what care is appropriate, remain solely with the treating clinician.
11. Provider Acknowledgments
I, the Provider, on my own behalf and on behalf of my Provider Entity, acknowledge and agree that:
(a) a Patient may request a different provider through RonanRx at any time and for any reason, and neither I nor RonanRx owns any Patient;
(b) a transfer is effective only after the new provider affirmatively accepts the Patient, and until such acceptance I remain the treating clinician of record for that Patient;
(c) I will cooperate in good faith with any lawful transfer, will not obstruct or discourage it, and will not obstruct, delay, or place commercial conditions on a lawful, Patient-requested transfer of care, nor condition a transfer on fees, billing disputes, or any commercial interest;
(d) I will complete urgent handoff items and will identify and flag pending laboratory results, known or suspected adverse events, open refill or prescription requests, and any other urgent clinical issues so that the incoming provider can safely continue care;
(e) I will not abandon a Patient, and I will provide reasonable interim coverage of urgent clinical issues until the new provider accepts the Patient, consistent with the applicable standard of care and my licensure;
(f) a transfer means copying and sharing records, and does not mean deleting or moving them, and I retain my own legal medical record while the incoming provider receives the records reasonably necessary for treatment;
(g) RonanRx may facilitate the sharing and routing of PHI for treatment and care coordination, the Patient's consent and request are captured electronically for every transfer, and these practices are consistent with HIPAA TPO disclosures and applicable information-blocking principles;
(h) I may retain my legal records but may not use them, any commercial interest, or any Platform mechanism to restrict, condition, or defeat a lawful transfer;
(i) I set my own Provider Fee (the amount in effect is stated on the cover page), and on a valid transfer I am paid, through Stripe, the Provider Fee for the current billing period during which I serve the Patient, with no proration, while the incoming provider begins the next billing cycle; Stripe settles the Provider Fee directly to me or my Provider Entity and settles the Platform Fee directly to RonanRx as two separate payments; RonanRx does not receive, hold, or disburse my clinical Provider Fee and updates payment routing to reflect the change; and the Platform Fee is a fixed administrative fee not tied to any prescription, referral, medication selection, pharmacy use, or transfer event; and
(j) the role of RonanRx under this Addendum is non-clinical and administrative only, and all clinical decisions, including acceptance of a Patient, remain solely mine as the treating clinician.
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Agreement 06 of 06
HIPAA Business Associate Agreement RonanRx Inc.
This HIPAA Business Associate Agreement (this "BAA") forms part of the RonanRx Provider Packet and is entered into by and between RonanRx Inc. ("RonanRx"), acting as a business associate, and the Provider and, where one exists, the Provider Entity, acting together as the covered entity. The Provider, the Provider Entity, the fees, the dates, and the other particulars are stated on the Packet cover page, which is incorporated into this BAA by reference. This BAA establishes how RonanRx will safeguard and handle Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Provider or Provider Entity in performing non-clinical Platform and MSO functions. This is Agreement 06 of 06 in the RonanRx Provider Packet.
1. Parties and Roles
For purposes of this BAA: (a) RonanRx is the "Business Associate"; RonanRx is a health-technology Marketplace and Management Services Organization (MSO) that supplies non-clinical services only and does not practice medicine or make any clinical judgment; (b) the Provider and, where one exists, the Provider Entity (the professional entity, such as a PC or PLLC, identified as the Provider Entity stated on the cover page / the entity type stated on the cover page on the cover page) are together the "Covered Entity"; (c) where a Provider Entity exists, it is the primary contracting clinical party under the MSO-PC model, and references to "Covered Entity" include the Provider Entity and the individual Provider (the Provider name stated on the cover page, the credentials stated on the cover page) as applicable; and (d) this BAA is entered into in support of, and is subordinate to, the underlying RonanRx Management Services Agreement and the related documents in the RonanRx Provider Packet (collectively, the "Agreement"). Capitalized terms not defined in this BAA have the meanings given in the Agreement.
2. Recitals
In performing Platform and MSO functions for the Covered Entity, RonanRx creates, receives, maintains, or transmits information that includes Protected Health Information ("PHI"). RonanRx handles PHI through, among other things: (a) Patient onboarding and intake workflow; (b) secure messaging tools between Patient and Provider; (c) record routing and records-transfer workflows; (d) payment collection and processing support for charges tied to care; (e) non-clinical administrative and customer support; and (f) coordination of prescription and pharmacy routing and provider-transfer workflows as a non-clinical operational function, it being understood that RonanRx does not prescribe, dispense, or make clinical decisions. Because these functions involve PHI on behalf of the Covered Entity, RonanRx is a business associate of the Covered Entity, and HIPAA requires this BAA. The Covered Entity engages RonanRx to provide HIPAA-compliant technology and administrative services in support of the Covered Entity's treatment, payment, and health care operations ("TPO").
3. Definitions
The following rules of construction and definitions apply to this BAA: (a) terms used but not otherwise defined in this BAA have the meanings assigned to them under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended by the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act") and its regulations (collectively, "HIPAA/HITECH"), including the Privacy Rule, the Security Rule, the Breach Notification Rule, and the Enforcement Rule; (b) "PHI" means Protected Health Information, and "ePHI" means electronic Protected Health Information, in each case limited to information that RonanRx creates, receives, maintains, or transmits for or on behalf of the Covered Entity; and (c) the terms "Individual," "Required by Law," "Security Incident," "Breach," "Unsecured PHI," "Designated Record Set," "Subcontractor," "Use," and "Disclosure" have the meanings given under HIPAA/HITECH.
4. Permitted Uses and Disclosures of PHI
RonanRx may Use and Disclose PHI only as follows: (a) as permitted or required by this BAA, by the Agreement, or as Required by Law; (b) as necessary to perform the non-clinical Platform and MSO functions described in the Agreement and in Section 2, including intake, scheduling, secure messaging, record routing and records transfer, payment collection and processing support, prescription and pharmacy routing coordination, and non-clinical administrative and customer support, in each case in support of the Covered Entity's TPO; (c) for RonanRx's own proper management and administration and to carry out its legal responsibilities, provided that RonanRx may Disclose PHI for such purposes only if the Disclosure is Required by Law or RonanRx obtains reasonable assurances from the recipient that the PHI will be held confidentially and used or further disclosed only as Required by Law or for the purpose for which it was disclosed, and that the recipient will notify RonanRx of any breach of confidentiality; and (d) to de-identify PHI in accordance with 45 C.F.R. Section 164.514(a) through (b), where applicable. RonanRx will not Use or Disclose PHI in any manner that would violate HIPAA/HITECH if done by the Covered Entity, except as otherwise permitted for a business associate.
5. Prohibition on Other Use or Disclosure
RonanRx will not Use or Disclose PHI other than as permitted or required by this BAA, the Agreement, or as Required by Law. RonanRx will not sell PHI and will not Use or Disclose PHI for marketing except as permitted under HIPAA/HITECH and expressly authorized in writing. RonanRx's compensation under the Agreement (the flat Platform Fee of the Platform Fee stated on the cover page) is for non-clinical services only and is never consideration for the Use, Disclosure, or sale of PHI.
6. Fees and Payment Processing
The following provisions govern fees and payment processing: (a) the Provider sets the Provider Fee, and the amount in effect is stated on the cover page as the Provider Fee stated on the cover page; RonanRx charges a separate flat Platform Fee, stated as the Platform Fee stated on the cover page, for non-clinical services; and the Patient's Total Monthly Charge is the Total Monthly Charge stated on the cover page; (b) the Platform Fee is a fixed, fair-market-value fee for non-clinical services, and it is not a percentage, not a revenue split, and not tied to prescriptions, refills, medication or pharmacy choice, drug or pharmacy revenue, or referrals, such that RonanRx's compensation does not vary with, and creates no incentive regarding, any clinical decision; (c) RonanRx uses Stripe as its payment processor and is registered with Stripe as a payment platform, Patient charges are processed by Stripe, and Stripe settles the Provider Fee directly to the Provider or Provider Entity and settles the Platform Fee directly to RonanRx as two separate payments; and (d) RonanRx does not receive, hold, or disburse the Provider's clinical Provider Fee, the clinical fee flows to the Provider or Provider Entity through Stripe, and RonanRx is paid only its separate flat Platform Fee.
7. Minimum Necessary and De-identification
RonanRx will observe the following limitations: (a) when Using or Disclosing PHI, or requesting PHI from the Covered Entity, RonanRx will limit PHI to the minimum necessary to accomplish the intended purpose, consistent with HIPAA/HITECH and applicable guidance; (b) RonanRx applies role-based access so that Platform personnel and Provider users access only the PHI appropriate to their function; and (c) where a function can be performed with de-identified data, such as aggregate reporting or analytics, RonanRx will use de-identified information in accordance with 45 C.F.R. Section 164.514.
8. Appropriate Safeguards
RonanRx will use appropriate administrative, physical, and technical safeguards, and will comply with the Security Rule with respect to ePHI, to prevent Use or Disclosure of PHI other than as provided by this BAA. These safeguards include, at a minimum: (a) access controls and role-based permissions; (b) encryption of ePHI in transit and at rest as appropriate; (c) audit logging; (d) workforce training and confidentiality obligations; and (e) administrative policies and procedures reasonably designed to protect PHI and ePHI. RonanRx will document and periodically review these safeguards.
9. Reporting of Breaches and Security Incidents
RonanRx will report to the Covered Entity as follows: (a) any Use or Disclosure of PHI not permitted by this BAA of which it becomes aware; and (b) any Security Incident of which it becomes aware, and any Breach of Unsecured PHI, without unreasonable delay and in no event more than ten (10) business days after discovery, and in all events within any shorter period required by HIPAA/HITECH and the Breach Notification Rule. Each report will include, to the extent known, the nature of the incident, the PHI involved, the Individuals affected, and the mitigation and remediation steps taken or planned. RonanRx will cooperate with the Covered Entity in the Covered Entity's breach analysis and notification obligations. Unsuccessful security incidents, such as routine pings and scans, that do not result in unauthorized access are reported on an aggregate basis upon reasonable request.
10. Subcontractors and Flow-Down
RonanRx will use Subcontractors that create, receive, maintain, or transmit PHI on RonanRx's behalf only if RonanRx first obtains written assurances, in a written agreement, that the Subcontractor agrees to substantially the same restrictions, conditions, and safeguards that apply to RonanRx under this BAA with respect to such PHI. RonanRx remains responsible for its Subcontractors' compliance to the extent required by HIPAA/HITECH.
11. Support for Individual Rights
RonanRx will support the Covered Entity's obligations regarding Individual rights, in each case for PHI in a Designated Record Set maintained by RonanRx, as follows: (a) Access: RonanRx will make PHI available to the Covered Entity (or, as directed, to the Individual) to enable the Covered Entity to meet its access obligations under 45 C.F.R. Section 164.524, including in electronic form where applicable; (b) Amendment: RonanRx will make PHI available for amendment and will incorporate amendments directed by the Covered Entity under 45 C.F.R. Section 164.526; (c) Accounting of Disclosures: RonanRx will document and make available the information required for the Covered Entity to provide an accounting of disclosures under 45 C.F.R. Section 164.528; and (d) RonanRx will forward to the Covered Entity any request it receives directly from an Individual to exercise these rights, and will not act on such requests except as directed by the Covered Entity or as Required by Law.
12. Availability to HHS
RonanRx will make its internal practices, books, and records, and PHI relating to the Use and Disclosure of PHI on behalf of the Covered Entity, available to the Secretary of the U.S. Department of Health and Human Services (HHS) for purposes of determining the Covered Entity's and RonanRx's compliance with HIPAA/HITECH.
13. Platform Functions Involving PHI
Consistent with its role as a non-clinical MSO and Platform, and without granting RonanRx any clinical authority, the parties acknowledge that RonanRx may: (a) maintain PHI as needed to perform Platform and MSO functions for the Covered Entity; (b) route Patient records to the provider the Patient has selected, and support records-transfer workflows; (c) update role-based Provider access when a Patient changes providers, so that a Patient's records are accessible to the current treating provider and access is appropriately adjusted for a former provider; (d) support Patient requests to send a copy of their records to a new provider (records transfer being a copy or share, and not a delete or move, so that the former provider retains its own legal medical record) in a manner consistent with HIPAA's information-blocking requirements, so that a provider may not obstruct or place conditions on a lawful transfer of care; (e) coordinate prescription and pharmacy routing as a non-clinical operational function; and (f) use Subcontractors only where bound by HIPAA-appropriate obligations under Section 10.
14. Term and Termination
The following provisions govern term and termination: (a) this BAA is effective on the Effective Date (the Effective Date stated on the cover page) and continues for so long as RonanRx creates, receives, maintains, or transmits PHI on behalf of the Covered Entity, and in any event is coterminous with the underlying Agreement; and (b) if either party determines that the other has materially breached this BAA, the non-breaching party may provide written notice and a reasonable opportunity to cure, and if the breach is not cured within the time specified (or if cure is not feasible), the non-breaching party may terminate this BAA and, to the extent it relates to the breach, the underlying Agreement; if termination is not feasible, the Covered Entity may report the violation to HHS.
15. Return or Destruction of PHI on Termination
The following provisions govern the disposition of PHI on termination: (a) upon termination of this BAA, RonanRx will, where feasible, return to the Covered Entity or destroy all PHI that RonanRx (or its Subcontractors) still maintains in any form, and will retain no copies; (b) where return or destruction is not feasible, including where retention is Required by Law or necessary for RonanRx's proper management or the continuity of the Covered Entity's records, RonanRx will extend the protections of this BAA to such PHI and limit further Uses and Disclosures to those purposes that make return or destruction infeasible, for so long as RonanRx retains the PHI; and (c) nothing in this Section requires deletion of the Covered Entity's own legal medical record, as records transfer under the Platform is a copy or share, and each treating provider retains its own legal record.
16. Survival
RonanRx's obligations under this BAA that by their nature protect PHI, including safeguards, breach reporting, availability to HHS, and return, destruction, or continued protection of PHI, survive termination of this BAA and the Agreement for so long as RonanRx retains any PHI.
17. Interpretation and Amendment
This BAA will be interpreted to permit compliance with HIPAA/HITECH. In the event of a conflict between this BAA and any other document in the RonanRx Provider Packet regarding the handling of PHI, the terms of this BAA control. The parties agree to amend this BAA as necessary to remain compliant with HIPAA/HITECH as amended. This BAA is governed by the law of the Governing-Law State (the Governing-Law State stated on the cover page) except to the extent HIPAA/HITECH or other federal law applies.
18. Provider Acknowledgments
I, the Provider (on my own behalf and on behalf of my Provider Entity), acknowledge that: (a) I am, or my Provider Entity is, the Covered Entity, and RonanRx is my business associate for the non-clinical Platform and MSO functions that involve PHI; (b) RonanRx may Use and Disclose PHI only as permitted by this BAA, the Agreement, or as Required by Law, and is prohibited from other Uses and Disclosures; (c) RonanRx will apply appropriate administrative, physical, and technical safeguards and will comply with the Security Rule for ePHI; (d) RonanRx will report unpermitted Uses or Disclosures, Security Incidents, and Breaches of Unsecured PHI to me without unreasonable delay and in no event more than ten (10) business days after discovery, and will cooperate with my breach-response and notification obligations; (e) RonanRx will bind its Subcontractors to substantially the same restrictions and conditions that apply to RonanRx; (f) RonanRx will support my obligations to provide Individuals access to and amendment of PHI and an accounting of disclosures, and will forward Individual requests to me; (g) RonanRx will make relevant records and PHI available to HHS for compliance review; (h) RonanRx may maintain PHI to run the Platform, route records to the selected provider, update role-based access when a Patient changes providers, and support Patient requests to send records to a new provider, and that records transfer is a copy or share, not a delete or move, so that I retain my own legal medical record; (i) RonanRx will apply minimum-necessary and de-identification principles where applicable; (j) on termination, RonanRx will return or destroy PHI where feasible and continue to protect any PHI it cannot feasibly return or destroy, and that PHI-protective obligations survive termination; and (k) RonanRx's compensation is the flat Platform Fee (the Platform Fee stated on the cover page) for non-clinical services and is never payment for the Use, Disclosure, or sale of PHI, nor tied to prescriptions, referrals, medication selection, or pharmacy use.
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Provider signature
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