Provider Change & Continuity-of-Care / Transfer Addendum
Agreement 05 of 06

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 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 none of them automatically operates to grant another: (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 non-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 HIPAA 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 and Payment Processing Addendum 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. RonanRx collects the Total Monthly Charge from the Patient in a single transaction, acting, with respect to the Provider Fee component, solely as the Provider's or the Provider Entity's limited payment-collection agent; Stripe promptly remits the Provider Fee, less the payment-processing fees described in the Fee Schedule and Payment Processing Addendum, to the Provider or the Provider Entity, and RonanRx retains 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 remits the Provider Fee to the incoming provider, and RonanRx holds Provider Fee funds only as limited payment-collection agent pending remittance.

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, a third-party payment processor; RonanRx collects the Total Monthly Charge as the Provider's limited payment-collection agent for the Provider Fee component, and Stripe promptly remits the Provider Fee, less applicable processing fees, to the Provider or the Provider Entity, with RonanRx retaining only its flat Platform 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; RonanRx collects the Total Monthly Charge as my limited payment-collection agent, Stripe promptly remits my Provider Fee to me or my Provider Entity less applicable processing fees, and RonanRx retains only its flat Platform 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.

Provider signature, typed name, date, entity, license details, and packet version are completed on the signing screen.