These terms are for the Direct and / or Network Coordinated Negotiation of Medical Services related to local monitoring for IVF transfers and medical bill processing for surrogate and donor related medical expenses (hereinafter “Agreement”), made and entered into, by and between, NES Assurance, the party completing enrollment and the members identified herein;

WHEREAS, The NES Assurance (NES), is engaged in the business of marketing and coordinating a Financial Case Management Program for local monitoring and maternity medical expenses hereinafter (SERVICES) to CLIENT (Intended Parent(s);

WHEREAS, CLIENT desires to be enrolled in NES for the benefit of SERVICES as per the terms and conditions of  these terms;

WHEREAS,CLIENTauthorizes the designated Financial Case Management Administrator, as determined by  NES, to use the information as stated in these terms, to coordinate the negotiated agreed terms for CLIENT settlement of local monitoring and maternity medical expenses medical services.

WHEREAS,CLIENTunderstands that NES is not an insurance program; NES is a financial case management program that coordinates provider negotiation of medical expenses as instructed by and on behalf of CLIENT for medical services rendered in the United States;

WHEREAS,CLIENTis responsible for payment of negotiated local monitoring and maternity medical expenses in accordance with the contracted terms and conditions secured by the NES Financial Case Management Administrator;

WHEREAS,NESdesires to make its SERVICES available to CLIENT;

NOW THEREFORE, in consideration of the mutual covenants, conditions, obligations, and promises of the respective parties hereto, the receipt and sufficiency of which is hereby acknowledged, CLIENT and NES agree as follows:

TERRITORY

   For the purposes of these terms, SERVICES shall include and be limited to negotiations with medical providers in the      United States of America, Canada and Mexico.

• DEFINITIONS

AdministrativeFees shall refer to the fees paid directly to NES for SERVICES provided according to these terms. Child or Children shall refer to a child or children born to a Gestational Carrier, pursuant to a Carrier Agreement. 

Initial Deposit shall mean the primary established fees to be utilized for payment of negotiated local monitoring and maternity medical expenses, if any. Escrow deposit is due within 15 days of the IVF transfer.

MedicalProviders shall refer to: Any Physician, Hospital or Medical Facility, selected solely by the CLIENT to provide medical care, either inpatient or outpatient, during the term of these terms.

Surrogateshall refer to the person who has contractually agreed to give birth to a CHILD for the CLIENT.

EnrollmentFeeshall refer to the agreed amount paid by CLIENT to NES for understood services.

EscrowAdministrativeAccountshall refer to an account maintained and administered by NES for payment of medical expenses.

• TERMS & CONDITIONS

These terms shall become effective on the date the enrollment fee and the completed, signed acceptance of terms are received by NES and shall continue in full force and effect for up to a period of six months following initial discharge release from acute care facility, so long as all medical expenses are incurred within the United States of America, or such time that all known medical bills have been paid.

• Medical Negotiation Service. CLIENT understands and acknowledges that this program is NOT insurance. SERVICES provided under these terms are a medical negotiation service and coordination of benefits provided under another plan in place to cover Surrogate and coordination of benefits provided under a.
• Locating MedicalProviders.NES will assist in locating medical providers. Upon CLIENT request, NES will provide a list of medical providers that will accept pre-certified direct negotiation and/or payment for local monitoring and maternity medical expenses services, however, CLIENT is ultimately responsible for selection of medical providers. If the CLIENT selects a medical provider that will not accept a negotiated fee, NES is not responsible for any limitations to effectively negotiate with the medical provider or any related expenses incurred.
• Authorization Forms. CLIENT will sign any and all required forms with providers allowing NES to speak with providers in order to accomplish the goals of these terms. NES can only accomplish its objective if CLIENT complies with requests for signatures.
• PaymentofBills– If any medical bills are received by the CLIENT, CLIENT’s attorney, agency, surrogate and/or donor it is their responsibility to forward to NES immediately for payment. Any incorrectly forwarded or ignored bill that ends up in collections or incur late fees will not be the responsibility of NES.
• Administrative Account. CLIENT agrees to deposit monies into a designated escrow administrative account held by NESA prior to NES initiating any work. Monies deposited into the administrative account will be used to pay medical providers relating to IVF and/or local monitoring maternity medical expenses. All amounts not used from this account shall be returned to CLIENT once notification that services are complete.
• Additional Deposits to Administrative Account.At such time that required payments to medical providers for the donor and/or surrogate exceed the initial amount deposited on account into the CLIENT designated escrow administrative account, CLIENT agrees to deposit additional funds, as per the amount of funds advised by NES, to the designated escrow administrative account. NES reserves the right to terminate agreement with CLIENT for failure to deposit the amount of funds required for the negotiated payment to medical providers within ten (10) days following NES email notification to CLIENT of an account deficiency.
• Expense Reports. NES shall provide to CLIENT an accounting summary of all local monitoring and maternity medical expenses and requested for payment by CLIENT designated escrow administrative account.
• Payment to Providers. NES, on behalf of CLIENT, coordinates payment of medical services related to local monitoring, maternity medical expenses, and/or medical expenses for newborn child or children born to a contracted Surrogate of CLIENT Intended Parent (s). Required payments to medical providers will be made by NES or the CLIENT Surrogacy Agency or domestic attorney or escrow agent. Payments will be made from the CLIENT maintained designated escrow administrative account.
• Network Access Fees. NES may choose at their discretion to negotiate or access preferred provider networks in order to secure a discount. NES may add a fee onto this discounted amount as coverage for incurred network or negotiating costs in securing the discount. The fee charged is not to be in excess of the total amount discounted.
• Administrative Transaction Fees. NES may choose at their discretion to pass on case related fees associated with wire transfers and credit card authorization and transactions and associated handling charges. Credit card fees vary between international and domestic and can be as high as 8% depending on the card used and fees charged to NES. Wire transfer fees can be as high as $75.00 depending on fees of banking institution.
• Indemnification.At no time shall NES, or any of its affiliates or vendors, be obligated to indemnify a CLIENT, or be liable for damages or in any way for any refusal of a provider to accept negotiated fees for goods provided or services rendered or for the care received by the CLIENT or any of their dependents. Neither NES, nor any of its affiliates or vendors, are a provider, insurer, guarantor, or underwriter of the responsibility or liability for CLIENT or CLIENT dependents or CLIENT surrogate’s medical care or any other goods or services provided to CLIENT or CLIENT dependents or CLIENT Surrogate.

• Patient-MedicalProvider Relationship.Neither NES nor any of its affiliates or vendors, practice medicine or in any manner interfere with or participate in the Medical provider-patient relationship. All healthcare decisions are understood to be made by the medical provider and/or CLIENT exclusively. Neither NES, nor any of its affiliates or vendors are responsible for healthcare provided or the omission of the provision of healthcare by any provider. The selection of a provider is the obligation and decision of the CLIENT alone, and is not based upon the credentialing or any recommendation by NES or any of its affiliates or vendors.
• Medical Records.NES or their affiliates or vendors will be legally permitted by CLIENT, and/or their Donor, and/or their Surrogate to request medical records for all medical services received under this agreement.
• Subsequent Surrogacy Pregnancies:This agreement and terms shall be in affect for the monitoring until pregnancy achieved or until such time that this contract expires (ie. one cycle) or until terminated.

• TERMINATION
  • Default. CLIENT shall be in default hereunder through failure to comply with any of the obligations or requirements expressed in the Terms and Conditions of these terms.
  • Notice of Termination. Either party may at its discretion, upon thirty (30) days prior written notice, terminate these terms for any reason. Monies paid to NES for enrollment services are non-refundable if CLIENT terminates, but shall be returned if NES terminates without Cause. Monies deposited into CLIENT Escrow Administrative Account for payment of negotiated medical expenses to medical providers will be refunded, less any payments negotiated and contracted for, and payments already made to providers for and on behalf of CLIENT or CLIENT dependents, and or CLIENT Donor and or CLIENT surrogate.
  • Termination for Cause. These terms may be terminated by NES for cause, to take effect after CLIENT has had ten (10) days to cure any breach after receiving written notice of the breach. For the purpose of these terms, “cause” shall include, but not be limited to:
    • Non-payment by CLIENT, based on agreed payment terms, to NES for enrollment fee and/or required contribution to designated Escrow Administrative Account. If services are terminated for non-payment, NES will notify surrogate and give to the provider of service all contact information for the CLIENT. This includes, but is not limited to name, address, phone number, email address and any other similar information that may assist the provider of service in collecting monies owed for services provided.
    • Notwithstanding the forgoing, immediately by law, if any state, local or federal law or regulation is enacted or promulgated that prohibits the performance of any of the duties hereunder, or if any law is interpreted to prohibit such performance.
    • Any material breach of these terms.
  • Cure. In the event of any breach of any terms and conditions of these terms by either party which remains uncured after ten (10) days written notice by the non-breaching party to the breaching party, then the non- breaching party shall have the right to terminate these terms by written notice to the other party in the manner provided by these terms.

• MISCELLANEOUS PROVISIONS.
  • Amendments.These terms may be amended from time to time by the parties hereto, provided, however, any such amendment shall be evidenced by a written instrument executed by both CLIENT and NES which is then attached to and made a part of these terms. These terms cannot be amended except in writing and signed by an authorized representative of both NES and CLIENT.
  • Arbitration. Any controversy, dispute or claim arising out of or in connection with these terms, or any other reason, shall be resolved, upon the request of either party hereto (“Request”), by final and binding arbitration (“Arbitration”) conducted in Boston, Massachusetts, in accordance with the provisions hereof. Except as otherwise provided herein, the Arbitration shall be commenced and conducted in accordance withthe Rules of Practice and Procedures of the Judicial Arbitration and Mediation SERVICES, Inc. (“JAMS”) as in effect at the time (“JAMS Rules”). The exact time and location of the Arbitration proceeding will be determined by the arbitrator. The parties shall each select one arbitrator from the JAMS panel of arbitrators, and the two selected arbitrators shall select a third. The exact time and location of the Arbitration proceeding will be determined by the arbitrators. All testimony in the Arbitration proceeding shall be given under oath
  • Article Headings.The Article headings included in these terms are for the convenience of the parties only and shall not affect the construction or interpretation of these terms.
  • Limitation of Liability. Under no circumstances shall NES, nor its affiliates, be liable for any indirect, incidental, special or consequential damages that result from the use of, or the inability to use, this program.
  • Force Majeure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the control of such party. Such acts include, but are not limited to, acts of god, strikes, lockouts, riots, acts of war, epidemics, government regulations imposed after the effective date hereof, fire, communication line failures, power failures, earthquakes or other disasters.
  • Governing Law. The law applicable to these terms and its interpretation shall be that of the State of New Hampshire and any litigation arising out of or concerning these terms shall be commenced and maintained in Strafford County, and the parties hereby submit to the personal jurisdiction of New Hampshire in connection therewith.
  • Limit of Authority. Nothing in these terms shall be construed to vest CLIENT with any authority to enter into any agreement of any nature whatsoever on behalf of NES and/or their vendors and/or affiliates. NES shall not be responsible for any debts or liabilities to any third party incurred by CLIENT or their Surrogate.
  • Non-waiver. No waiver of or failure to enforce any provision of these terms shall be deemed a waiver of any right to enforce any subsequent breach of any provision previously waived or any other provision of these terms, and no waiver of any term or right of either party hereto shall be deemed to have occurred unless said waiver is duly executed in writing.
  • Prevailing Party Costs. If any action at law or in equity is necessary to enforce or interpret the terms of these terms, the prevailing party shall be entitled to reasonable attorney fees, court costs, and necessary disbursements in addition to any other relief to which such party may be entitled under law.
  • Severability. If any term, provision, covenant or condition of these terms is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired  or invalidated.
  • Survival of Terms. In the event of the termination of these terms by either party, all provisions within these terms, and attachments hereto, relating to confidentiality and the exclusive rights of property of NES shall remain in effect for the duration set forth