exv10w8






	 	 	 
	 	 	Exhibit 10.8
	Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.








AMENDED AND RESTATED

MASTER SERVICES AGREEMENT




by and between




Healthcare Services, Inc.




d/b/a




Accretive Health

and




Ascension Health




as of




December 13, 2007





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	Article 1.	 	DEFINITIONS, CONSTRUCTION, AND AFFILIATE SCHEDULES
	 	 	1	 
	Article 2.	 	TERM
	 	 	7	 
	Article 3.	 	SERVICES
	 	 	7	 
	Article 4.	 	STARTUP OF OPERATIONS
	 	 	10	 
	Article 5.	 	STAFFING
	 	 	11	 
	Article 6.	 	APPOINTMENT AS ATTORNEY IN FACT
	 	 	15	 
	Article 7.	 	AFFILIATE RESPONSIBILITIES
	 	 	15	 
	Article 8.	 	THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT
	 	 	17	 
	Article 9.	 	CUSTOMER SATISFACTION AND PERFORMANCE REVIEW
	 	 	19	 
	Article 10.	 	SERVICE LEVELS
	 	 	21	 
	Article 11.	 	SERVICE LOCATIONS
	 	 	21	 
	Article 12.	 	PROJECT TEAM
	 	 	22	 
	Article 13.	 	GOVERNANCE AND RELATIONSHIP MANAGEMENT
	 	 	23	 
	Article 14.	 	PROPRIETARY RIGHTS
	 	 	23	 
	Article 15.	 	DATA AND REPORTS
	 	 	25	 
	Article 16.	 	CONSENTS
	 	 	26	 
	Article 17.	 	CONTINUED PROVISION OF SERVICES
	 	 	26	 
	Article 18.	 	PAYMENTS
	 	 	27	 
	Article 19.	 	PAYMENT SCHEDULE AND INVOICES
	 	 	29	 
	Article 20.	 	TAXES
	 	 	30	 
	Article 21.	 	REDUCTION OF OPERATING COSTS
	 	 	30	 
	Article 22.	 	AUDIT RIGHTS
	 	 	31	 
	Article 23.	 	REGULATORY AND CORPORATE RESPONSIBILITY COMPLIANCE
	 	 	32	 
	Article 24.	 	CONFIDENTIALITY
	 	 	35	 






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	 	 	 	 	 	 	Page	 
	Article 25.	 	REPRESENTATIONS AND WARRANTIES
	 	 	37	 
	Article 26.	 	DISPUTE RESOLUTION
	 	 	40	 
	Article 27.	 	TERMINATION
	 	 	42	 
	Article 28.	 	TERMINATION ASSISTANCE
	 	 	44	 
	Article 29.	 	EXIT PLAN
	 	 	44	 
	Article 30.	 	INDEMNITIES
	 	 	46	 
	Article 31.	 	DAMAGES
	 	 	51	 
	Article 32.	 	INSURANCE
	 	 	52	 
	Article 33.	 	MISCELLANEOUS PROVISIONS
	 	 	53	 







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MASTER SERVICES AGREEMENT




             MASTER SERVICES AGREEMENT, as amended and restated as of December 13, 2007 by and between
Healthcare Services, Inc. d/b/a Accretive Health, a Delaware corporation (“Accretive”) and
Ascension Health, a Missouri nonprofit corporation (“Ascension Health”).



W I T N E S S E T H:




             WHEREAS, Ascension is a nonprofit, tax-exempt healthcare system serving the patient needs of
its health ministry communities;



             WHEREAS, Accretive is a company providing revenue cycle operations services;



             WHEREAS, the parties entered into a Master Services Agreement on October 14, 2004 to allow
Ascension Health and the Affiliates to better serve the community’s need for health care services
by engaging in compliant and more efficient patient billing and collection services.



             WHEREAS, the parties wish to amend and restate the Master Services Agreement on the terms and
conditions set forth herein;



             NOW, THEREFORE, for and in consideration of the agreements of the parties set forth below,
Ascension Health, Affiliates and Accretive agree as follows:


Article 1. DEFINITIONS, CONSTRUCTION, AND AFFILIATE SCHEDULES





	 	1.01	 	Definitions. The following defined terms when capitalized (or when the context
clearly indicates the parties intended the defined term) shall have the meanings
specified below:






	 	1.01.01	 	“Accretive Agents” shall mean the subcontractors and agents of Accretive
permitted to provide Services pursuant to this MSA.
	 
	 	1.01.02	 	“Accretive Employees” shall mean individuals employed by Accretive who are
providing services to an Affiliate.
	 
	 	1.01.03	 	“Accretive Machines” shall mean those machines and equipment owned or leased
by Accretive and used exclusively at the Affiliate Service Locations or used
outside the Affiliate Service Location to deliver the Services (e.g. a server)
exclusively to Ascension Health. This shall not include laptop computers used
by Accretive management staff on an exclusive basis.
	 
	 	1.01.04	 	“Accretive Proprietary Software” shall have the meaning set forth in Section
14.02.
	 
	 	1.01.05	 	“Accretive Service Locations” shall mean the Service Locations owned,
leased, or under the control of Accretive that are set forth in 




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	 	 	 	Exhibit 1 of
the Affiliate Schedules and from which Services are provided.






	 	1.01.06	 	“Accretive Software” shall mean the Accretive Proprietary Software and the
Accretive Third Party Software, collectively.
	 
	 	1.01.07	 	“Accretive Staff’ shall mean the Accretive Employees and Contract Employees
who are performing Services under this Agreement.
	 
	 	1.01.08	 	“Accretive Third Party Software” shall have the meaning set forth in Section
14.03.
	 
	 	1.01.09	 	“Accretive Tools” shall mean all Accretive-specific equipment and Accretive
and third party tool kits including software and other materials used by
Accretive to provide the Services.
	 
	 	1.01.10	 	“Affiliate” means any entity designated by Ascension Health as a health
ministry which executes an Affiliate Schedule.
	 
	 	1.01.11	 	“Affiliate Contract Year” shall mean each consecutive twelve (12) month
period commencing on the Affiliate Effective Date or any anniversary of the
Affiliate Effective Date during the Term.
	 
	 	1.01.12	 	“Affiliate Effective Date” for an Affiliate Schedule shall mean the date as
set forth in the Affiliate Schedule as the Affiliate Effective Date and the
date upon which Accretive assumes responsibilities for the Services in
accordance with the applicable Affiliate Schedule.
	 
	 	1.01.13	 	“Affiliate Facilities” shall have the meaning set forth in Section 7.01.01.
	 
	 	1.01.14	 	“Affiliate Machines” shall mean those machines and equipment owned or leased
by an Affiliate and utilized by Accretive in performing the Services as set
forth in Appendix A of each Affiliate Schedule.
	 
	 	1.01.15	 	“Affiliate Proprietary Software” shall have the meaning set forth in Section
14.01.
	 
	 	1.01.16	 	“Affiliate Schedule” shall mean an agreement by and among Ascension Health,
an Affiliate, and Accretive that amends and supplements this MSA as to the
Services to be provided to Affiliate by Accretive under this MSA, a form of
which is attached hereto as Exhibit 2.
	 
	 	1.01.17	 	“Affiliate Service Locations” shall mean the service locations owned,
leased, or under the control of an Affiliate that are set forth in Appendix B
to the applicable Affiliate Schedule from which Services 




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	 	 	 	are provided as may be modified from time to time pursuant to Article 11.






	 	1.01.18	 	“Affiliate Software” shall mean the Affiliate Proprietary Software and the
Affiliate Third Party Software, collectively.
	 
	 	1.01.19	 	“Affiliate Term” shall have the meaning set forth in Section 2.02.
	 
	 	1.01.20	 	“Affiliate Third Party Software” shall have the meaning set forth in Section
14.01.
	 
	 	1.01.21	 	“Ascension Health Agents” shall mean the subcontractors and agents of
Ascension Health and the respective Affiliate(s).
	 
	 	1.01.22	 	“Ascension Health Data” shall mean all data and information submitted to
Accretive by Ascension Health or Affiliates or acquired by Accretive in
connection with the Services.
	 
	 	1.01.23	 	“Average Wage Increase” shall mean the average annual increase provided by a
respective Affiliate to its non-clinical staff. For purposes of this
definition, non-clinical staff shall mean employees not engaged in direct
patient care.
	 
	 	1.01.24	 	“Base Case” shall mean the financial summary prepared by Ascension Health
and Accretive reflecting each Affiliate’s actual and budgeted expenditures for
performing the Services during the year preceding the Affiliate Effective Date
as shall be set forth in each Affiliate Schedule as Appendix D. Accretive and
the Affiliate shall meet [**] and [**] after the respective Affiliate Effective
Date to substantiate and verify the accuracy of the Base Case and make mutually
agreeable revisions resulting in an amendment of the Base Fee. To the extent
that the Base Fee is adjusted pursuant to this Section, the adjustment will be
retroactive to the Affiliate Effective Date. To the extent that the Base Fee
is increased the retroactive adjustment will be reflected on the next Base Fee
invoice and to the extent the Base Fee is decreased then the retroactive
adjustment will be reflected as a credit on the next Base Fee invoice. If the
Affiliate and Accretive disagree on revisions to the Base Case, the Joint
Review Board shall meet to discuss and agree to changes to the Base Case.
	 
	 	1.01.25	 	“Claim” shall mean any claim, action, suit, proceeding, arbitration, or
Governmental or Regulatory Authority investigation. “Governmental or Regulatory
Authority” means any court, tribunal, arbitrator, authority, agency,
commission, official, or other instrumentality of the United States or any
state, county, city, or other political subdivision or any hospital accrediting
agency.




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	 	1.01.26	 	“Confidential Information” shall mean all confidential information and
documentation of Accretive, Ascension Health and each Affiliate, including (a)
with respect to Ascension Health and Affiliates, all Ascension Health Data and
other information of Ascension Health
and Affiliates or its customers that is not permitted to be disclosed to
third parties under applicable laws and regulations and (b) the terms of
this MSA.
	 
	 	1.01.27	 	“Contract Employees” shall have the meaning set forth in Section 5.01.
	 
	 	1.01.28	 	“Designated Sponsor” shall mean the individual designated by an Affiliate to
be responsible for oversight and decision-making on behalf of that Affiliate
relating to an Affiliate Agreement.
	 
	 	1.01.29	 	“Dormant Receivable” shall mean any unpaid patient balance which:






	 	a)	 	remains unpaid on the 366th day
following the date the invoice reflecting such unpaid patient
balance was issued; and
	 
	 	b)	 	which is not the subject of a
paid-to-date, current financial payment plan between the patient
and an Affiliate; and
	 
	 	c)	 	has either been referred to an
independent third party collection agency which has failed to
secure payment and has returned the account to the Affiliate or has
been the subject of diligent collection efforts by Accretive, to
the reasonable satisfaction of Affiliate, which have not resulted
In payment.






	 	1.01.30	 	“Federal Health Care Program” shall mean the Medicare program, TRICARE, the
Medicaid program, the Maternal and Child Health Services Block Grant program,
the Block Grants for State for Social Services program, any state Children’s
Health Insurance program, or any similar program.
	 
	 	1.01.31	 	“Fees” shall mean the Fees set forth in Section 18.
	 
	 	1.01.32	 	“Final Service Date” shall mean the last date Accretive provides Services
for an Affiliate or Ascension Health.
	 
	 	1.01.33	 	“Force Majeure Event” shall mean any failure or delay of a party due to
fire, flood, earthquake, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorders, rebellions or revolutions in the United
States, strikes, lockouts, or labor difficulties, court order, third party
nonperformance (except the non-performing party’s subcontractors or agents
other than as a result of an event that would otherwise be a Force Majeure
Event to the parties), health facility emergency or action affecting access to
or use of the Affiliate Service Locations, or any other similar cause beyond
the reasonable control of 




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	 	 	 	such party and without the fault or negligence of such party; provided that such failure or delay could not have been prevented
by reasonable precautions and cannot reasonably be circumvented by the
nonperforming party through the use of alternate sources, disaster
recovery plans and procedures, work around plans, or other means.






	 	1.01.34	 	“Interest” shall mean the Prime Rate published in the Wall Street Journal
(or similar publication if the Wall Street Journal ceases to publish such a
rate) which is determined by the Wall Street Journal utilizing the base rate
posted by 75% of the nation’s largest banks from time to time.
	 
	 	1.01.35	 	“Joint Review Board” shall mean the joint review board as set forth in
Section 13.01.
	 
	 	1.01.36	 	“Key Accretive Staff’ shall mean the Accretive Staff members who are
designated pursuant to Section 12.01.
	 
	 	1.01.37	 	“Master Contract Year” shall mean each consecutive twelve (12)- month period
commencing on the Master Effective Date or the anniversary of the Master
Renewal Date during the Master Term.
	 
	 	1.01.38	 	“Master Renewal Date” shall mean January 1, 2008
	 
	 	1.01.39	 	“Master Services Agreement,” or “MSA” shall mean this Master Services
Agreement, the Affiliate Schedules, the Exhibits, the Appendices, renewed and
extended on November ___, 2007 and all amendments thereto. With respect to an
Affiliate, MSA shall mean the Master Services Agreement, the Affiliate Schedule
applicable to such Affiliate, the Exhibits, the Appendices, and all amendments
thereto.
	 
	 	1.01.40	 	“Master Term” shall mean the period from the Master Renewal Date until
December 31, 2012.
	 
	 	1.01.41	 	“Operating Protocols” shall mean the operating protocols attached hereto as
Exhibit 3 as they may be amended from time to time.
	 
	 	1.01.42	 	“Performance Guaranty” shall have the meaning set forth in Section 19.06 of
this MSA.
	 
	 	1.01.43	 	“Quarter” shall mean the periods beginning January 1, April 1, July 1, and
October 1 and ending March 31, June 30, September 30, and December 31
respectively, except as provided below. At the commencement of Services to any
Affiliate, Quarter shall mean that period of time between the Affiliate
Effective Date and the beginning of the next Quarter as defined above.





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	 	1.01.44	 	“Related Entity” or “Related Entities” shall mean any entity or entities in
which either Accretive, Ascension Health or any Affiliate (as the context
requires): (i) is its sole corporate member; (ii) owns
more than a 20% ownership interest; or (iii) has voting control of the
membership interests or managing board.
	 
	 	1.01.45	 	“Retained Resources” shall mean those assets or obligations retained by an
Affiliate, and for which Accretive will have responsibility for managing,
administering, and maintaining.
	 
	 	1.01.46	 	“Retained Resources Agreements” shall mean those agreements for the Retained
Resources, copies of which shall be provided to Accretive by the respective
Affiliate (e.g. unassigned equipment leases and third party services
agreements).
	 
	 	1.01.47	 	“Retained Resource Vendor” shall mean a party obligated to provide resources
or services to an Affiliate under a Retained Resources Agreement.
	 
	 	1.01.48	 	“Roll-Out Plan” shall have the meaning set forth in Section 4.01.
	 
	 	1.01.49	 	“Service Locations” shall mean those Affiliate Service Locations and
Accretive Service Locations and such other locations designated by Ascension
Health as agreed upon by the parties pursuant to Section 11.01 from which the
Services are provided.
	 
	 	1.01.50	 	“Services” shall have the meaning set forth in Section 3.02 and the
Operating Protocols.
	 
	 	1.01.51	 	“Site(s)” shall mean the locations or facilities of an Affiliate identified
in Appendix C of the respective Affiliate Schedules and to which Accretive will
provide the Services specified in such Affiliate Schedule.
	 
	 	1.01.52	 	“Software” shall mean object or executable code and related documentation
customarily supplied with such code. Software does not include source code and
related documentation unless otherwise expressly indicated.
	 
	 	1.01.53	 	“Termination Assistance Services” shall mean (1) the cooperation of
Accretive with Ascension Health in effecting the orderly transfer of the
Services to a third party or the resumption of the Services by the respective
Affiliate upon request by Ascension Health and (2) the performance by Accretive
of such services as may be requested by Ascension Health in connection with the
transfer of the Services to a third party or the resumption of the Services by
the respective Affiliate.





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	 	1.02	 	References. This Master Services Agreement is one contract that consists of a
Master Services Agreement, Affiliate Schedules, and Exhibits, Appendices, and Schedules
to the foregoing together with any existing and future amendments, modifications and
supplements however denominated to any of the foregoing. All
references to, and mentions of, this MSA shall include all of the foregoing, unless
the context clearly requires otherwise. References to any law shall mean references
to the law in changed or supplemented form or to a newly adopted law replacing a
previous law.
	 
	 	1.03	 	Headings. The article and section headings and the table of contents are for
reference and convenience only and shall not be considered in the interpretation of
this MSA, or the Affiliate Schedules. References in this document to section numbers
are references to section numbers in the MSA unless the context otherwise requires.
	 
	 	1.04	 	MSA, and Affiliate Schedules. The terms and conditions set forth in this MSA
will govern Accretive’s provision of Services to each of the Sites identified in the
Affiliate Schedules, except as may be amended by an Affiliate Schedule in respect of
the Site covered by such Affiliate Schedule. Ascension Health may invite Accretive to
bid on providing services to existing and additional Related Entities. If Accretive is
selected as the vendor to provide services to any Related Entity, such Related Entity
and Accretive shall enter into an Affiliate Schedule.
	 
	 	1.05	 	Interpretation of Documents. In the event of a conflict between this document
and any Affiliate Schedule, the terms of the Affiliate Schedule shall prevail with
respect to such Affiliate.





Article 2. TERM





	 	2.01	 	MSA. The term of this MSA shall commence on the Master Renewal Date and
continue until the end of the Master Term, unless this MSA is otherwise extended or
renewed pursuant to this Article 2 or terminated earlier pursuant to Article 27 (the
“Master Term”). The MSA shall automatically renew for successive one (1) year terms
unless either party provides notice not to renew pursuant to Section 27.04.
	 
	 	2.02	 	Affiliate Schedule. The initial term of an Affiliate Schedule shall commence
on the Affiliate Effective Date and shall continue for a period of five (5) years and
will automatically renew for successive one (1) year terms thereafter unless either
Ascension Health or Accretive provides notice not to renew pursuant to Section 27.04
(the “Affiliate Term”). In no event will an Affiliate Schedule survive expiration of
this MSA.





Article 3. SERVICES





	 	3.01	 	Appointment of Accretive. Ascension Health hereby appoints Accretive as the
provider of the revenue cycle services set forth in this MSA and Accretive accepts such
appointment and agrees to provide the Services on the terms and conditions stated
herein.






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	 	(a)	 	Services. Commencing as of the Affiliate Effective Date and
continuing throughout the Affiliate Term, Accretive shall provide to the
Affiliates: (1) revenue cycle services as more specifically set forth in the
Standard Scope
of Services established in the Operating Protocols, unless otherwise
provided for in the Affiliate Schedule; (2) services otherwise identified in
this MSA as being part of the Services; (3) services (but not staffing
levels) included in the Affiliate Base Case, to the extent such services can
be objectively demonstrated to be “in-scope” by Affiliate from an
examination of the Affiliate Base Case and its supporting documentation
prepared in the normal course of business; and (4) tasks, functions and
responsibilities not specifically described but inherent in and incidental
to the performance of matters described in the MSA ((1) through (4)
collectively, the “Services”). It is contemplated by the parties that
Accretive Health may develop additional service offerings beyond those
identified as Services. Accretive Health agrees to present a summary of
those service offerings for review and approval to Ascension Health prior to
presenting those offerings to an Affiliate.






	 	3.02	 	Delegation of Authority. Subject to the (i) direction of the Board of Trustees
and senior management of an Affiliate that executes an Affiliate Schedule under this
MSA and (ii) the terms and conditions of this MSA and the applicable Affiliate
Schedule, Ascension Health and an Affiliate that executes an Affiliate Schedule
delegate to Accretive the authority to conduct, manage, supervise and coordinate all
aspects of the day-to-day operation of the revenue cycle operations services for
Affiliates as of the Affiliate Effective Date. Notwithstanding the foregoing, the
Board of Trustees of a respective Affiliate and such Affiliate shall retain complete
responsibility for the overall supervision and control of the business, assets and
properties of the Affiliate. The Board of Trustees of the Affiliate shall exercise all
policy decisions in accordance with the fiduciary obligations customarily residing with
such a board and subject to the requirements of state and federal laws. Accretive
shall perform all of its duties and obligations under this MSA reporting to the
Affiliate’s Designated Sponsor and in conformity with the policies and procedures of
the respective Affiliate, as adopted by the Affiliate from time to time.
	 
	 	3.03	 	Compliance. All Services shall comply with all applicable laws, regulations
and authority.
	 
	 	3.04	 	Recordkeeping. Accretive will supervise the preparation and maintenance of all
files and records related to the Services provided to each Affiliate including, but not
limited to, patient accounting, billing, patient records and collection records. The
preparation and management of the foregoing files and records shall comply with
applicable state and federal statutes and with all applicable policies and procedures
of Affiliate. All records shall be retained by Accretive in accordance with
Affiliate’s record retention policies and applicable law. As part of the Services,
Accretive shall upon (1) Affiliate’s request, or (2) the cessation of the Termination
Assistance Services pursuant to each Affiliate Schedule or this MSA, except as
otherwise agreed to by the parties, (a) Accretive shall promptly return to




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	 	 	 	Affiliate,
in the format and on the media in use as of the date of the request, all or the portion
requested of the records applicable to the Services. With the exception of patient
care records which shall be returned to Affiliate as provided herein, in the event such records cannot be returned to Affiliate, Accretive shall
erase or destroy all or a portion of Ascension Health Data in Accretive’s possession
prior to the cessation of the Termination Assistance Services pursuant to each
Affiliate Schedule. As part of the Services, Accretive shall maintain backup files
and microfiche in accordance with applicable laws and regulations, each Affiliate’s
policies and procedures in a manner mutually agreed upon by Accretive and the
respective Affiliate.
	 
	 	3.05	 	Return of Data. Archival tapes or other media utilized by Accretive and
containing any Affiliate records or Ascension Health Data shall be used solely for
back-up purposes and shall be returned or destroyed pursuant to this Section 3.05.
	 
	 	3.06	 	Tax Exempt Status and Charity Care Policies. The parties expressly acknowledge
that in furtherance of its charitable mission Ascension Health and the Affiliates have
charity care and billing and collection policies, procedures and guidelines.(“Charity
Care Policies”). Such policies may apply to both insured and uninsured patients and
may require discounts to be given to both patients in financial need and those who are
not. As of the Master Effective Date, the Ascension Charity Care Policies are referred
to as Ascension Health policies 9 and 16. Additionally, certain Affiliates may have
Charity Care Policies which supplement the charity care that would be provided for by
policies 9 and 16. Accretive agrees to abide by: (a) all charity care and billing and
collection policies of Ascension Health, or any amendment, replacements or additions
thereto, (e.g. currently policies 9 and 16),and (b) all charity care and billing and
collection policies of Affiliates, or any amendment, replacements or additions thereto,
which are consistent with Ascension Charity Care Policies. The parties further agree
that there will be no targeting of uninsured patients in the course of implementing
charge master and pricing initiatives. The parties acknowledge that Ascension Health
and each of the Affiliates are organizations that are exempt from federal tax under
Section 501(c)(3) of the Internal Revenue Code and that notwithstanding any other
provision of this MSA, neither Ascension Health nor any of the Affiliates shall be
required to take any action or perform in a manner which jeopardizes their respective
tax-exempt status.
	 
	 	3.07	 	Discretion to Bill. The parties expressly acknowledge that in furtherance of
Affiliates’ operations, Affiliates reserve the right to waive or adjust fees charged
for services to the respective Affiliate’s patients.
	 
	 	3.08	 	Accretive Licenses and Permits. As part of the Services, Accretive is
responsible for obtaining, and has financial responsibility for, all necessary
licenses, consents, approvals, permits, and authorizations required by applicable
legislative enactments and regulations to be obtained in order to perform the Services.
Affiliate shall reasonably cooperate with and assist Accretive in obtaining any such
licenses, consents, approvals, permits, and authorizations.





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	 	3.09	 	Accretive Processes. As part of the Services, Accretive shall regularly update
the tools, utilities, processes, methods, and procedures used by Accretive to provide
the Services to the extent they are generally upgraded for other
customers of Accretive without additional charge and are applicable to the Services provided
under this MSA. Where not otherwise specified in this MSA, Accretive will perform
the Services using processes, documentation and methodologies designed to improve
delivery of the Services.





Article 4. STARTUP OF OPERATIONS





	 	4.01	 	Roll-Out Plan. As part of the Services and before execution of the respective
Affiliate Schedule or within the period of time specified in the respective Affiliate
Schedule, Accretive shall develop, upon Affiliate’s approval, a detailed roll-out plan
in accordance with the Operating Protocols (the “Roll- Out Plan”). Accretive and
Affiliate shall work collaboratively to assure the successful implementation of the
Roll-Out Plan.
	 
	 	4.02	 	Ascension Health and Affiliate Review and Participation. Accretive shall allow
Ascension Health and the respective Affiliate to monitor, test, and otherwise
participate in the startup of operations as, from time to time, requested. The highest
level Accretive Employee responsible for an Affiliate’s roll-out shall periodically
meet at regular intervals with such Affiliate’s Designated Sponsor until completion of
the Roll-Out Plan in order to review the status of the Roll-Out Plan.
	 
	 	4.03	 	Negative Impact. Accretive shall implement the startup of operations without
causing an unplanned material disruption of Affiliate’s operations (which may be caused
by but is not limited to, errant billing; disruption of communication with patients,
physicians, health plans, etc.; or failure to comply with laws and regulations). To
the extent an unplanned material disruption occurs due to a delay, other than a delay
that is excused because it: (i) is not caused by Accretive (which includes Affiliates
insistence upon a provision in the Roll- Out Plan over the written objections of
Accretive); (ii) has been consented to by Affiliate in writing; or (iii) is an event of
Force Majeure affecting the transition, Accretive shall reimburse Ascension Health or
the respective Affiliate for the “public relations cost” (and no such cost shall be
deemed Consequential Damages) incurred to mitigate the impact to Affiliate’s employees,
medical staff, contractors, and patients of the delay. The parties agree that “public
relations costs” may include third party public relations costs, advertising and
publications costs related to communications regarding the delay and related items.
The “public relations costs” shall not include any costs related to Ascension Health or
Affiliate personnel or any costs related to any communication through an existing
Ascension Health or Affiliate communication vehicle. The “public relations costs” paid
under this MSA shall not exceed $250,000.00 in any eighteen (18) month period. Accretive, Ascension Health
and Affiliate shall reasonably cooperate with each other to coordinate any such public
relations efforts.





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	 	4.04	 	Transfer of Leases and Agreements. On the respective Affiliate Effective Date
Accretive shall assume the agreements set forth on Appendix E of the respective
Affiliate Schedule (“Assigned Agreements”). Accretive may, to the extent permitted by
the Assigned Agreements, renew, modify, terminate or cancel, or
request or grant any consents or waivers under, any Assigned Agreements. Any
modification, termination or cancellation fees or charges, liabilities or other
obligations imposed upon Affiliate in connection with any modification, termination
or cancellation of, or consent or waiver under, any Assigned Agreements that are
made or requested by Accretive shall be paid or performed by Accretive. Accretive
shall pay the invoices submitted by third parties in connection with the Assigned
Agreements to the extent the invoices relate to periods arising on or after the
Affiliate Effective Date. Affiliate shall pay the invoices submitted by third
parties in connection with the Assigned Agreements, to the extent relating to
periods arising prior to the Affiliate Effective Date(s). In the event that any
Assigned Agreement cannot be assigned on the applicable Affiliate Effective Date(s)
due to time constraints, the respective Affiliate shall be responsible for the
payment of the invoices submitted by third parties and Accretive shall reimburse
such Affiliate for such amounts as relate to periods on or after the applicable
Affiliate Effective Date(s).





Article 5. STAFFING





	 	5.01	 	Contract Employees . As of each Affiliate Effective Date, Accretive shall
lease from the respective Affiliate those Affiliate employees listed in Appendix H to
the respective Affiliate Schedule (“Contract Employees”), on an exclusive basis.
Contract Employees shall be considered for all purposes to be employees of the
respective Affiliate and not of Accretive, and the respective Affiliate shall have sole
responsibility for the following:






	 	5.01.01	 	Pay all wages, bonuses, if any , and other remuneration and all applicable
federal, state, municipal and other governmental taxes with respect to the
employment of the Contract Employees, including, without limitation, social
security, federal and/or state unemployment compensation taxes.
	 
	 	5.01.02	 	Maintain payroll records and reports.
	 
	 	5.01.03	 	Have all responsibility for any retirement, health, life, disability or
similar employee benefit for the Contract Employees, including vacation or sick
days or holidays that may be offered by Affiliate pursuant to its standard
policies, procedures, and plans.
	 
	 	5.01.04	 	Accretive and Affiliate shall review and revise the roster of Contract
Employees listed on Appendix H of each Affiliate Schedule on a bi weekly basis
and shall adjust the lease payment to be paid to the respective Affiliate by
Accretive pursuant to paragraph 5.07 below, as specified in the applicable
Affiliate Schedule.
	 







	 	5.02	 	Accretive will have the following rights with respect to Contract Employees:




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	 	5.02.01	 	The right to control and direct the work activities of the Contract
Employees relating to the Services and subject to its obligations under
paragraph 5.05 below. In exercising such right, which may include a
request to remove or discipline a Contract Employee, Accretive shall
comply with the respective Affiliate’s policies and procedures regarding
progressive discipline, as well as, all other applicable personnel
policies, procedures, and/or collective bargaining agreements. Prior to
removing or disciplining a Contract Employee, Accretive shall consult
and work with Affiliate to ensure the removal of the Contract Employee
from providing Services under this MSA and/or discipline of a Contract
Employee is conducted in a manner consistent with Affiliate’s applicable
policies, procedures, and/or collective bargaining agreements. In the
event Affiliate objects to the Contract Employee being removed or
disciplined, Affiliate may submit the matter to the Joint Review Board
for further discussion and prompt resolution. Any request by Accretive
to remove an individual from the roster shall not be deemed to
constitute or require a termination of such individual’s employment by
Affiliate, and in no event shall Accretive be deemed an employer of any
such person.
	 
	 	5.02.02	 	The right to reassign a Contract Employee to a comparable position in pay,
benefits, and/or duties providing Services to the respective Affiliate
consistent with Affiliate’s personnel policies and procedures and any
applicable collective bargaining agreement. Reassignment to a position with
non-comparable pay, benefits, and/or duties shall be subject to the process
established in Section 5.02.01.
	 
	 	5.02.03	 	The right to determine whether or not a Contract Employee who ceases
employment with Affiliate, or who transfers under Affiliate’s customary
policies and procedures to an area not subject to Accretive’s Services, should
be replaced and whether the replacement should be by an Accretive employee or
an Affiliate Contract Employee. In the event that Accretive determines that
the position is to be filled by adding a new Contract Employee to the roster,
and that individual will be a new hire for Affiliate, Affiliate shall have the
right to approve the hiring of the Contract Employee and the Contract
Employee’s terms and conditions of employment, including, but not limited to,
pay and benefits. In the event an Affiliate objects to the manner in which
Accretive exercises its rights under this Section 5.02.03, the Affiliate shall
be permitted to submit the matter for consideration to the Joint Review Board.






	 	5.03	 	Contract Employee Payments. Accretive shall pay Affiliate for all
employment-related costs, benefits and expenses arising out of the employment by the
respective Affiliate of the Contract Employees identified in Appendix H of the
Affiliate Schedule as it may be amended from time to time pursuant to the Operating
Protocols. Payment shall be made by wire transfer or other mutually acceptable means
in twenty-six (26) payments per year and shall be received by




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	 	 	 	Affiliate the day prior
to each payroll for the respective Affiliate. Accretive shall not be responsible for
any employment related costs not included in the
determination of the Base Case unless required, authorized or approved in advance by
Accretive.
	 
	 	5.04	 	In the event that any portion of the Base Fee is held by Accretive in any
account which is subject to investment risk, Ascension Health shall have the right to
demand reasonable assurances that Accretive is able to make all Lease payments in a
timely fashion and Accretive shall provide such assurance within three (3) business
days. Accretive shall notify Ascension Health, in writing, in advance of the transfer
or deposit of any component of the Base Fee into an account subject to investment risk.
Failure of Accretive to provide reasonable assurances as set forth in this Section
shall entitle Ascension Health to require that Accretive escrow funds sufficient to
satisfy Accretive’s Employee Reimbursement payment through the end of the Quarter
within ten (10) days of this request for reasonable assurance.
	 
	 	5.05	 	Contract Employees shall be subject to all personnel policies and regulations
applicable to Affiliate’s employees generally, including, but not limited to, time off
with or without pay, and leaves of absence under the Family and Medical Leave Act.
While Contract Employees are providing Services hereunder, Accretive shall maintain a
safe, healthy and non-discriminatory working environment in compliance with all
applicable laws and regulations and shall indemnify Ascension Health and Affiliate for
its failure to do so pursuant to Section 30.02. Likewise, each Affiliate shall
maintain a safe, healthy and non-discriminatory working environment in compliance with
all applicable laws and regulations and shall indemnify Accretive for its failure to do
so pursuant to Section 30.01. Accretive shall honor and observe all obligations of a
respective Affiliate provided for in any collective bargaining agreement which govern
the employment of any Contract Employees as it relates to the employees covered by the
particular collective bargaining agreement, and shall indemnify and hold a respective
Affiliate harmless for its failure to do so pursuant to Section 30.02.
	 
	 	5.06	 	Departmental Policies and Compensation Plan. On behalf of the respective
Affiliate and subject to the approval of an Affiliate prior to implementation,
Accretive shall be responsible for developing and implementing performance management
policies and practices for the Affiliate’s Contract Employees which are designed to
achieve the performance objectives necessary to fulfill the objectives of this MSA.
Subject to the approval of the Affiliate, Accretive shall also be responsible for
developing and implementing a compensation plan for Contract Employee’s which supports
the performance management policies discussed above (the “Compensation Plan”). The
Compensation Plan shall set forth, at a minimum, the manner in which annual pay
increases shall be determined, the manner in which compensation for overtime service
will be determined and any other matters which impact the compensation of a Contract
Employee. Affiliate shall not unreasonably withhold or delay its approval of the
performance management policies and compensation plans contemplated by this paragraph.
The Affiliate shall have the right to review changes in individual




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	 	 	 	compensation of
Contract Employee’s in advance to assure that the proposed changes are consistent with
the Compensation Plan. Accretive agrees that its
Compensation Plan will not violate any Affiliate personnel policy, regulation or
collective bargaining agreement.
	 
	 	5.07	 	Contract Employee Compensation Adjustments. If a Contract Employee’s
compensation is adjusted under the terms of the applicable Compensation Plan, Accretive
shall provide Affiliate with an amended Appendix H reflecting the adjustment at least
ten (10) days prior to the effective date of the compensation adjustment and the
reimbursement provided by Accretive pursuant to Section 5.03 above shall be adjusted
accordingly.
	 
	 	5.08	 	Severance Payments. In the event a Contract Employee is designated for removal from the roster by
Accretive and Affiliate elects to terminate the Contract Employee within ninety (90) days of the
date the employee was designated for removal from the roster, Accretive shall reimburse Affiliate
for any separation payments made to the employee pursuant to the Affiliate’s applicable personnel
policies, exclusive of accrued vacation, PTO or sick leave, up to a maximum of 90 days.

	 
	 	5.09	 	Increases in Compensation. Accretive agrees that the average annual percentage
increase in compensation of Contract Employees will be [**] the Average Wage Increase.
	 
	 	5.10	 	Accretive Employees. All Accretive Employees shall be qualified and competent
to render Services under this MSA, and shall provide Services in compliance with (i)
all applicable state, federal and local laws and regulations, (ii) the requirements of
all regulatory and/or accrediting agencies and third party payors applicable to the
respective Affiliate, including Joint Commission on Accreditation of Healthcare
Organizations (“JCAHO”), and (iii) the applicable policies, procedures and applicable
collective bargaining agreements of the Affiliate. With respect to Accretive
Employees, Accretive shall:






	 	5.10.01	 	Pay all wages, bonuses, if any, and other remuneration and all applicable
Federal, state, municipal and other governmental taxes with respect to the
employment of the Accretive Employees, including, without limitation, social
security, federal and/or state unemployment compensation taxes.
	 
	 	5.10.02	 	Maintain payroll records and reports.
	 
	 	5.10.03	 	Have all responsibility for any retirement, health, life, disability or
similar employee benefit for Accretive Employees, including vacation or sick
days or holidays.






	 	5.11	 	While at the Affiliate Service Locations, Accretive Employees shall (1) comply
as requested with standard rules and regulations of Affiliate regarding personal and
professional conduct (including the wearing of a particular uniform, identification
badge, or personal protective equipment and adhering to health care facility
regulations which in some instances may include drug screen, tuberculosis testing (or
other communicable disease testing required by law) and general safety practices or
procedures) generally applicable to such Affiliate Service Locations, and (2) otherwise
conduct themselves in a businesslike manner. In the event that Affiliate determines in
good faith that the continued assignment of one or more Accretive Staff is not in the
best interests of Affiliate (and provided the basis for




- 14 -









 






	 	 	 	such determination is not
prohibited by law), Affiliate shall consult with Accretive to that effect. Upon such
consultation, Accretive shall have a
reasonable period of time in which to investigate the matters stated in such notice,
discuss its findings with Affiliate and resolve the problems with such person. If
Affiliate and Accretive can not agree on the disposition of the matter it shall be
referred to the Joint Review Board for prompt resolution. In the event that the
Joint Review Board determines that the Accretive employee should be removed,
Accretive shall replace that person with another person of suitable ability and
qualifications. However, under circumstances where an Accretive Employee’s
continued presence at an Affiliate would be particularly disruptive to the
Affiliate’s operations or would pose a risk to Affiliate, its employees, or
patients, Affiliate shall have the right to demand and Accretive must immediately
remove such individual(s) from Affiliate’s account pending such investigation and
discussion. In any event, any request by Affiliate to remove an individual from
Affiliate’s account shall not be deemed to constitute or require a termination of
such individual’s employment by Accretive and in no event shall Affiliate be deemed
an employer of any such person.
	 
	 	 	 	In the event that Accretive believes that an Affiliate’s requests for reassignment
of Accretive employees under this paragraph are unreasonable or excessive, it shall
have the right to refer the issue directly to the Joint Review Board for discussion.





Article 6. APPOINTMENT AS ATTORNEY IN FACT





	 	6.01	 	Affiliate shall sign a power of attorney, and shall cause all entities for
which Accretive is performing Services through an Affiliate (“Eligible Entities”) for
whom Accretive will perform Services to sign a power of attorney, in the form attached
hereto as Appendix L to Exhibit 1, to authorize Accretive to process medical claims of
Affiliate and Eligible Entities and to receive and deposit funds from third party
payors, including self pay patients, into accounts controlled by or in the name of
Affiliate or the Eligible Entities which power shall be subject to review by the
Affiliate. Accretive agrees to execute any document or agreement reasonably requested
by third parties or Affiliates to permit Accretive to perform the Services.





Article 7. AFFILIATE RESPONSIBILITIES





	 	7.01	 	Affiliate shall be responsible for:






	 	7.01.01	 	Except for payment to Affiliate by Accretive for certain occupancy expenses
to be set forth in Appendix I (“Reimbursement for Occupancy Expenses”) of the
respective Affiliate Schedule, Affiliate will make available at no cost to
Accretive the Affiliate Service Locations set forth on Appendix B of the
applicable Affiliate Schedule for the time periods set forth in such Appendix,
which Appendix may be amended from time to time by the respective Affiliate.
Affiliate shall also make available to Accretive any on-site and off-site
storage currently used by Affiliate in connection with the





- 15 -









 





	 	 	 	Services. Affiliate
shall furnish standard office furnishings and services, including janitorial
services of the same quality as it provides its own staff, at the Affiliate Service Locations, from time to
time. (The specified space and the associated storage space are
collectively the “Affiliate Facilities”).
	 
	 	7.01.02	 	With respect to the Affiliate Facilities, Affiliate will manage and maintain
as necessary the building and property including the structures, roof, exterior
and interior walls, electrical systems, Internet access (to the extent
available at the Affiliate Service location on the respective Affiliate
Effective Date), telephone service, water, sewer, lights, heating, ventilation
and air conditions (HVAC) systems, physical security systems, fire suppression
systems, general custodial services and other infrastructure components
relating to the Affiliate Service Locations.
	 
	 	7.01.03	 	Accretive may not provide services to other customers from Affiliates
Facilities without Affiliate’s consent. Accretive’s use of Affiliate
Facilities shall not constitute a leasehold or other property interest in favor
of Accretive. To the extent Accretive’s use of Affiliate Facilities materially
increases Affiliate’s facility or other costs, Affiliate reserves the right to
charge Accretive for such excess costs after reasonable consultation with
Accretive. Affiliate shall have the option at any time during the Master Term
of relocating the Accretive Staff, other employees, and subcontractors located
in such office space provided by Affiliate to another comparable location or
facility; provided that such relocation shall not require a move by Accretive
Staff of more than twenty miles from the original Affiliate Facilities.
Affiliate shall be responsible for any disruption or degradation in Services
directly resulting from any relocation, and shall reimburse Accretive’s
relocation costs and expenses.
	 
	 	7.01.04	 	Affiliate warrants that throughout the Affiliate Term: (i) the Affiliate
Facilities will comply with applicable health and safety laws and regulations;
(ii) Affiliate will obtain and maintain any necessary permits and approvals for
Accretive’s use as contemplated by this MSA; and (iii) the use as contemplated
by this MSA will not be an unlawful purpose or act or violate any insurance
policy or lease which is currently or which in the future may be in effect; and
(iv) Affiliate will satisfy the requirements for Affiliate performance
contemplated by the Operating Protocols.
	 
	 	7.01.05	 	Notwithstanding the foregoing, neither party intends Accretive’s interest in
the Affiliate Facilities to be deemed or construed to be a lease or other
interest in real property, but rather a revocable license. Accretive’s right
to quiet enjoyment shall be subject to such disruption as required by
applicable laws, regulations and rules or generally accepted hospital operation
protocols. In the event of such




- 16 -









 






	 	 	 	disruption, Accretive shall be relieved of
service levels and other obligations to the extent that the effect of the
disruption cannot be mitigated through commercially reasonable methods at no additional cost
to Accretive.
	 
	 	7.01.06	 	Accretive Staff and Accretive Agents will not commit or permit waste or
damage to the Affiliate Facilities, and, subject to Affiliate’s warranties, not
use the Affiliate Facilities for any unlawful purpose or act. Accretive Staff
and Accretive Agents will comply with Affiliate’s reasonable building policies
and procedures as made available to Accretive regarding access to and use of
the Affiliate Facilities, including procedures for the physical security of the
Affiliate Facilities.
	 
	 	7.01.07	 	Accretive will not make any improvements or changes involving structural,
mechanical or electrical alterations to the Affiliate Facilities without
Affiliate’s prior written approval. At Affiliate’s option, any such
alterations shall be made by Affiliate or its agents and subcontractors.
	 
	 	7.01.08	 	Affiliate will make available [**] to Accretive the assets which were used
prior to each respective Affiliate Effective Date to perform the services
previously performed by the Contract Employees. Subject to Ascension Health’s
capital allocation process, Affiliate will be responsible for replacing capital
items provided by Affiliate pursuant to the prior sentence utilized by
Accretive in performing the Services, as well as, upgrades of technology
applications. Notwithstanding the foregoing, Accretive will be responsible for
acquiring any new assets to support its own operations, including for the
development of any interfaces between Accretive Tools and Affiliate’s systems.






	 	7.02	 	Savings Clause. Affiliate’s failure to perform any of its responsibilities set
forth in the MSA shall be referred to the Joint Review Board for corrective action.





Article 8. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT





	 	8.01	 	Accretive Responsibilities. Accretive shall be responsible for acting on
behalf of the respective Affiliate to manage, administer and maintain the Retained
Resources Agreements, as itemized on Appendix F of the applicable Affiliate Schedules.
Accretive shall not modify, change or terminate Affiliate’s responsibilities as to the
Retained Resources without first obtaining the consent of the respective Affiliate
(which shall not be unreasonably withheld). Accretive shall, at least once every
ninety (90)-day period during the applicable Affiliate Term, review and revise the
applicable Appendix F in order to determine whether any Retained Resources Agreement
may be terminated, modified or assigned to Accretive; provided, however, no such
termination, modification, or assignment shall occur without the prior written consent
of the respective Affiliate. Subject to Affiliate’s right to consent, Affiliate shall
cooperate with Accretive in performing






- 17 -












 






such review and either terminating, modifying or
assigning the Retained Resources Agreements. Subject to Ascension Health’s capital
allocation process,
[**] shall be responsible for the cost of maintaining, servicing and refreshing the
equipment and software which is subject to a Retained Resources Agreement on a
commercially reasonable basis. As part of the Services, Accretive shall provide
Affiliate reasonable notice of any renewal, termination, or cancellation dates and
fees in respect of the Retained Resources Agreements. Accretive shall submit to
Affiliate any proposals to modify, terminate, or cancel any Retained Resources
Agreements, to the extent permitted by such Retained Resources Agreement. Any fees
or charges imposed upon Affiliate under a Retained Resources Agreement and in
connection with any such modification, termination, or cancellation of such Retained
Resources Agreement shall be paid by [**], who shall be financially responsible for
all such fees and charges except for penalties and charges which are [**]
responsibilities under Section 8.03 below.




	 	8.02	 	Performance Under Retained Resources Agreements. Accretive and applicable
Affiliate shall promptly inform the other party of any known material breach of, fraud
or material misuse in connection with, any Retained Resource Agreements arising after
the applicable Affiliate Effective Date and shall cooperate with the other party to
prevent or stay any such breach, misuse, or fraud.






	 	8.02.01	 	As an agent of Affiliate, Accretive shall manage the Retained Resources
Agreements in accordance with their terms, provided that the need for
additional personnel to manage any expansion of such Retained Resources
Agreements or activity there under shall be subject to review by the Affiliate
with written consent of the Designated Sponsor. Accretive shall not be liable
for the failure of any party to a Retained Resource Agreement to meet the
specific contractual obligations of a Retained Resources Agreement; provided,
however, that Accretive shall notify Affiliate of known deficiencies or other
known failures to perform by any Retained Resource Vendor, and shall assist
Affiliate in their appropriate resolution. In addition to any other reason for
excused performance, if (i) a Service Level or Performance Guaranty failure of
Accretive is directly attributable to the failure of a Retained Resource Vendor
to perform, (ii) Accretive promptly notifies Affiliate that such Retained
Resource Vendor is failing to so perform and such failure will impair
Accretive’s ability to meet its corresponding Service Level or Performance
Guaranty obligation, and (iii) Accretive uses reasonably diligent efforts to
meet such Service Levels or Performance Guaranty notwithstanding such failure
by the applicable Retained Resource Vendor, then, in such event, Accretive
shall be excused from its failure to meet the Service Level or Performance
Guaranty. To the extent, if any, Accretive has any rights with respect to the
effect of performance under a Retained Resources Agreement under this Article
8, Accretive shall be subrogated to Affiliate’s rights under such Agreement and
Affiliate will provide all necessary cooperation in order to allow Accretive to
exercise such rights. The parties shall discuss continuing 




 - 18 - 









 






	 	 	 	performance and
material non-compliance issues with respect to any Retained Resource Vendor as
part of their normal meeting schedule.






	 	8.03	 	Third Party Invoices. Accretive shall (1) receive all invoices for Retained
Resources Agreements, (2) review and make reasonable commercial efforts to correct any
errors in any such invoices in a timely manner, and (3) if received in sufficient time,
submit such invoices to Affiliate for payment within a reasonable period of time prior
to the due date or, if a discount for such payment is given, the date on which
Affiliate may pay such invoice with a discount. Accretive may, in its discretion,
tender an invoice for payment while it undertakes its review or works to correct any
errors or discrepancies. Affiliate shall pay the invoices for Retained Resources
Agreements received and tendered by Accretive. Affiliate shall only be responsible for
payment of the invoices for Retained Resources Agreements and shall not be responsible
to Accretive for any management, administration, or maintenance fees of Accretive in
connection with the invoices for Retained Resources Agreements. Affiliate shall be
responsible for any late fees in respect of the invoices for Retained Resources
Agreements; provided, however, that Accretive shall submit the applicable invoices to
Affiliate for payment, or notified Affiliate of a disputed amount, within fifteen (15)
business days after receipt by Accretive. If Accretive fails to submit an invoice for
Retained Resources to Affiliate for payment, or fails to notify Affiliate of a disputed
amount, within fifteen (15) business days after receipt by Accretive due to its fault
or the fault of a party under its control, Accretive shall be responsible for any late
fees in respect of such invoice.





Article 9. CUSTOMER SATISFACTION AND PERFORMANCE REVIEW





	 	9.01	 	Patient Satisfaction Performance. If the Affiliate has historic performance
tracking measurements for patient satisfaction which identifies the performance levels
for the patient access and patient financial services functions, those performance
measurements shall become the baseline performance measurements for patient
satisfaction in these areas during the term of the Service Agreement and shall be
tracked and reported with the same frequency as the historic period. If no such
tracking measurements exist for the Affiliate, during the ninety (90)-day period after
the Affiliate Effective Date and as part of the Services, Accretive and Affiliate shall
establish a baseline performance measurements for these areas, a method for tracking
patient satisfaction performance in these areas on an on-going basis and shall report
on this performance to the Affiliate on a quarterly basis.
	 
	 	9.02	 	Employee Satisfaction. If the Affiliate has historic measurements for employee
satisfaction which identifies historic performance levels for the in-scope employees,
those historic measurements shall become the baseline performance measurements for
employee satisfaction during the term of the Service Agreement and shall be tracked and
reported with the same frequency as the historic period. If no such tracking
measurements exist for the Affiliate, during the ninety (90) day period after the
Affiliate Effective Date, Accretive and the Affiliate shall conduct a survey and
establish baseline performance measurements for employee 




 - 19 - 









 






	 	 	 	satisfaction in these areas.
Accretive and Affiliate will agree on a mechanism to conduct an annual survey with
respect to employee satisfaction and will work collaboratively to review and respond to
the results of that survey as appropriate.






	 	9.03	 	Accretive shall maintain or increase patient satisfaction as measured against
the prior surveys conducted under this Article 9.
	 
	 	9.04	 	The Joint Review Board shall periodically, but no less frequently than
annually, monitor the activities and conduct of the parties with respect to the
following:






	 	9.04.01	 	Quality of Services rendered by Accretive pursuant to the MSA;
	 
	 	9.04.02	 	Any activity performed by Accretive under the MSA which might harm, reflect
poorly on, or lower the reputation of Ascension Health or any of the
Affiliates;
	 
	 	9.04.03	 	Accretive’s adherence to corporate compliance and principles of integrity,
and ethical practices as well as all applicable laws, rules, and regulations;
	 
	 	9.04.04	 	The conduct of any activities that might jeopardize the tax-exempt status of
Ascension Health, Affiliates, or their Related Entities.






	 	9.05	 	Performance Levels. In the event that: (i) the patient satisfaction as
measured in Section 9.01 falls below the baseline performance measurement as set in
Section 9.01; (ii) the employee satisfaction as measured in Section 9.02 falls below
the baseline performance measurement as established in Section 9.02; (iii) patient
satisfaction is not maintained or increased as required by Section 9.03; or (iv) the
Joint Review Board determines that activities and conduct of the parties as established
in Section 9.04 are below required levels, then Accretive shall take the following
actions.






	 	9.05.01	 	Conduct a root cause analysis to determine and document the cause of the
failure.
	 
	 	9.05.02	 	Provide the Joint Review Board with a report detailing the cause of, and
procedure or steps for correcting such failure.
	 
	 	9.05.03	 	Correct such failure utilizing the procedures and steps consented to by the
Joint Review Board and within a timeframe mutually agreed to by the Joint
Review Board.
	 
	 	9.05.04	 	Provide the Joint Review Board with reasonable evidence that reasonable
steps have been taken to avoid a recurrence of the issue giving rise to the
inquiry.

	 
	 	
In the event Accretive does not correct the failures as required by Section 9.05.03
within the timeframe designated by the Joint Review Board, then Ascension Health may
deem Accretive in material breach of this Agreement and may 




 - 20 - 









 






	 	terminate the Affiliate
Schedule for any Affiliate negatively impacted by such failure upon 180 days written
notice.





Article 10. SERVICE LEVELS





	 	10.01	 	Ascension Health/Affiliate Service Levels. Ascension Health and Affiliates
shall provide the Ascension Health/Affiliate Services at the Ascension Health/Affiliate
service levels as set forth in the Operating Protocols. The parties acknowledge that
Affiliates may not be performing in a manner consistent with the target service levels
at the time of the Affiliate Effective Date. Accretive agrees to work with each
Affiliate in the first ninety (90) days following the Affiliate Effective Date to
develop a joint plan to satisfy or adjust the service levels to meet the needs of both
Affiliate and Accretive.
	 
	 	10.02	 	Adjustment of Service Levels. The Joint Review Board shall review during the
last quarter of every Master Contract Year the adjustments to the service levels.
Either Ascension Health, Affiliate, or Accretive may, at any time upon request to the
other party, initiate negotiations to review and, upon agreement by the Joint Review
Board, adjust any Service Level which such party in good faith believes is
inappropriate at that time.
	 
	 	10.03	 	Reports. As part of the Services, Accretive shall provide performance reports
for each Quarter to Ascension Health and each Affiliate in a form agreed upon by
Ascension Health and Accretive.





Article 11. SERVICE LOCATIONS





	 	11.01	 	Service Locations. The Services shall be provided from the Service Locations.
Accretive may modify Exhibit 1 to revise the Accretive Service Locations upon the
written consent of Ascension Health, which shall not be unreasonably withheld or
delayed. In addition, to the extent any Services for an Affiliate are to be provided
by Accretive from one of the Accretive Service Locations set forth in Exhibit 1, such
Accretive Service Locations shall be specified in Appendix G of the respective
Affiliate Schedule. Accretive shall notify the Affiliate that Services are being
delivered on its behalf from Service Location upon changes to Appendix G. Ascension
Health may, in reviewing a request to amend Exhibit 1, take into consideration any
issues or concerns it deems material to the consent including, but not limited to:






	 	11.01.01	 	Accretive’s ability to timely and satisfactorily provide the Services;
	 
	 	11.01.02	 	Security protocols established to protect Ascension Health Data from
unauthorized or unlawful access, use, or disclosure; and
	 
	 	11.01.03	 	Privacy practices in place to protect Ascension Health Data from
unauthorized or unlawful use or disclosure.






	 	11.02	 	On request of Ascension Health, Accretive shall conduct a self-assessment, in
the form provided by Ascension Health, of its provision of Services and its privacy 




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	 	 	 	and
security practices. The self-assessment shall not be counted as an audit for purposes
of Article 22. The self-assessment shall not be required more frequently than
annually, provided, that if Ascension Health identifies material deficiencies in a
self-assessment, it may request a follow- up self-assessment more frequently than
annually to verify correction.






	 	11.03	 	For the term of this MSA, Accretive shall continue to utilize the security
protocols and privacy standards in place at each Service Location within 60 days of the
adoption of the security protocol by the parties. Accretive shall, prior to
implementation, supply Ascension Health with all material revisions to its security
protocols and privacy practices for any or all Service Locations. If Ascension Health
reasonably believes that such modifications will likely result in an increased risk of
unauthorized or unlawful access, use, or disclosure of Ascension Health Data, Ascension
Health may provide Accretive with its written objections to the revisions which
objections will specify the details of the objection. Accretive shall, upon receipt of
an objection from Ascension Health either: (i) modify the revisions to Ascension
Health’s reasonable satisfaction; (ii) move the provision of Services to a Service
Location where Ascension Health has not objected to the security protocols or security
practices; or (iii) refer the matter to the Joint Review Board for guidance and
resolution.





Article 12. PROJECT TEAM





	 	12.01	 	Accretive Staff Orientation. Accretive personnel dedicated to a site shall
undergo orientation to acquaint them with the mission, history and culture of Ascension
Health’s organization and the respective Affiliate to which they are assigned, which
orientation shall either be performed by Affiliate personnel or subject to Ascension
Health’s consent.
	 
	 	12.02	 	Accretive Staff Orientation and Training. Accretive and each Affiliate shall,
prior to the respective Affiliate Effective Date, mutually agree to the timing and
manner of orientation and continuous training of Accretive Staff. Such orientation
shall include: (i) providing the Accretive Staff with their obligations with respect to
Affiliate’s policy and procedures; (ii) the corporate compliance programs of the
respective Affiliate and Accretive; and (iii) training and education of Accretive Staff
with respect to the foregoing.
	 
	 	12.03	 	Subcontractors. Accretive shall not subcontract its material obligations
under this MSA without Ascension Health’s prior written consent which may be granted or
withheld at Ascension Health’s sole discretion. Ascension Health shall have the right
to revoke its prior consent of a subcontractor if the subcontractor’s performance is
materially deficient and is not cured after reasonable notice or material
misrepresentations were made concerning the subcontractor at the time of Ascension
Health’s prior consent. Accretive shall be responsible for obligations performed by
its subcontractors and shall be Ascension Health’s sole point of contact. Accretive
shall not disclose confidential information of Ascension Health or Affiliates to a
subcontractor unless and until such subcontractor has signed an appropriate
nondisclosure agreement. For purposes 




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	 	 	 	of this section, Ascension Health approval shall
be deemed to be given for any subcontractor being utilized by an Affiliate as of the
respective Affiliate Schedule’s Effective Date (but only with respect to the services
that such subcontractor is then providing). For the purposes of this MSA, third party
agreements including obligations relating to the license of software, use of software
application service providers and third party service providers (e.g.
collection agencies, disability vendors) where Accretive retains discretion and
responsibility for outcomes are not subcontractors under this Section 12.03,
provided, however, that vendors under such third party agreements shall constitute
subcontractors for purposes of Section 30.02.03.






	 	12.04	 	Conduct of Affiliate Personnel. While at the Accretive Service Locations,
Affiliate and its agents and subcontractors shall comply with Accretive’s reasonable
security and safety rules and regulations generally applicable to such Accretive
Service Location.
	 
	 	12.05	 	Transfer of Billing Information. In providing Accretive with information
regarding Affiliate’s payor contracts and fee schedule (the “Billing Information”) for
purposes of Accretive providing the Services, Affiliate shall provide such Billing
Information to Accretive Staff. Accretive shall seek to insulate such Accretive Staff
receiving Billing Information to the greatest extent reasonably practicable from other
Accretive customer’s rate-setting processes. Accretive Staff shall only disclose the
Billing Information to appropriate Accretive Staff, on a need to know basis in order to
perform the Services.





Article 13. GOVERNANCE AND RELATIONSHIP MANAGEMENT





	 	13.01	 	The parties’ obligations and performance under this MSA shall be overseen by a
joint review board (“Joint Review Board”) which will be responsible for oversight of
the MSA, including reviewing strategic issues and resolving disputes between the
parties. The Joint Review Board shall be composed of three (3) senior executives from
each of Ascension Health and Accretive. The Joint Review Board will meet on a periodic
basis as mutually agreed to by the parties.





Article 14. PROPRIETARY RIGHTS





	 	14.01	 	Affiliate Software. To the extent permitted by the applicable contract in
respect of the Affiliate Third Party Software, Affiliate, [**] hereby grants to
Accretive and Accretive Agents for the limited purpose of providing the Services a
nonexclusive, nontransferable, royalty-free right to (1) have access to, (2) copy for
archival purposes or as may otherwise be required by this MSA or the applicable
Affiliate Schedule, (3) modify as required by this MSA or the applicable Affiliate
Schedule, and (4) sublicense subcontractors to do any of the foregoing for the same
limited purpose: (a) any Affiliate proprietary software, including any related
documentation in Affiliate’s possession on or after the applicable Affiliate Effective
Date (the “Affiliate Proprietary Software”) and (b) any software licensed or leased by
Affiliate from a third party that is used in connection with the Services on or after
the applicable Affiliate Effective Date, 




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	 	 	 	including any related documentation in
Affiliate’s possession (the “Affiliate Third Party Software”); provided, however, that
Accretive may not decompile or reverse engineer the Affiliate Software. As of the
applicable Affiliate Effective Date, (i) Affiliate shall, [**] provide Accretive with
access to the Affiliate Proprietary Software in the form in use by Affiliate as of the
applicable Affiliate Effective Date and (ii) Accretive, as part of the Services, shall
compile and, as
changes are made, update a list of Affiliate Proprietary Software in use at that
time pursuant to the applicable Affiliate Schedule. Upon expiration of the
applicable Affiliate Schedule or termination of this MSA or the applicable Affiliate
Schedule for any reason, the rights granted to Accretive in this Section 14.01 shall
immediately revert to Affiliate and Accretive shall, at no cost to Affiliate, (x)
deliver to Affiliate a current copy of (aa) the list of Affiliate Software in use as
of the date of such expiration of the applicable Affiliate Schedule or the
termination of this MSA or the applicable Affiliate Schedule and (bb) all of the
Affiliate Software (including any related source code in Accretive’s possession) in
the form in use as of the effective date of such expiration of the applicable
Affiliate Schedule or termination of this MSA or the applicable Affiliate Schedule
and (y) destroy or erase all other copies of the Affiliate Software in its
possession or the possession of Accretive and Accretive Agents unless otherwise
instructed by Affiliate.






	 	14.02	 	Accretive Proprietary Software. All software and related documentation (1)
owned by Accretive as of the applicable Affiliate Effective Date which is used in
connection with the Services, (2) of which Accretive acquires ownership after the
applicable Affiliate Effective Date and which is used in connection with the Services,
(3) procured by Accretive on an exclusive or other proprietary basis and (4) developed
by or on behalf of Accretive after the applicable Affiliate Effective Date for use in
connection with the Services that is not Affiliate Software ((1) through (4)
collectively, the “Accretive Proprietary Software”) shall be and shall remain the
exclusive property of Accretive and neither Ascension Health nor any of the Affiliates
shall have any rights or interests in the Accretive Software except as described in
this MSA. As part of the Services, Accretive shall (a) use the Accretive Proprietary
Software as may be required to provide the Services and (b) make available such
Accretive Proprietary Software to Ascension Health and Affiliates for use by Affiliates
solely in connection with the Services.






	 	14.03	 	Accretive Third Party Software. All software and related documentation
licensed or leased from a third party by Accretive (1) as of the applicable Affiliate
Effective Date which will be used in connection with the Services and (2) after the
applicable Affiliate Effective Date which will be used in connection with the Services
{(1) and (2) collectively, “Accretive Third Party Software”) shall be and shall remain
the exclusive property of such third party licensors and neither Ascension Health nor
any Affiliate shall have any rights or interests in the Accretive Third Party Software
except as described in this Section 14.03. As part of the Services, Accretive shall
use the Accretive Third Party Software, as may be required to provide the Services;
provided Accretive shall have the right to unilaterally utilize such software as it
chooses for the sole purpose of internal administration.





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	 	14.04	 	Accretive Ownership of its Intellectual Property. Accretive shall have and
retain all right, title and interest, including ownership of copyrights, patents, trade
secrets and other intellectual property rights in and to methods, processes,
techniques, strategies, materials, images, prototypes, software, source and object code
and related materials that are developed by Accretive, or its subcontractors,
including any modifications to, or derivative works or enhancements of, materials
owned or licensed by Accretive and any tools, utilities, prototypes, models,
processes, methodologies and other such materials that are developed, enhanced or
improved by Accretive or any of its subcontractors or employees, which relate to the
performance of the Services, or any modification of the Services to be provided
under this MSA. Ascension Health and Affiliates acknowledge that all of this work
is Accretive Health’s intellectual property, none of this work is “work for hire”
and that they have no rights to the intellectual property developed by Accretive and
its agents, principals, employees, subcontractors and delivery partners, except as
otherwise provided for herein.
	 
	 	14.05	 	Each party will protect the other party’s intellectual property and
confidential information with the same care and diligence as it would use to protect
its own intellectual property and confidential information. Each party will take all
necessary and appropriate steps to safeguard the other’s intellectual property and
confidential information by employees, former employees, vendors, affiliates and others
to whom they have directly, or indirectly, made confidential information available.
Information that is available to the public through no breach of confidentiality
obligations, that was independently developed, or that was previously possessed will
not constitute confidential information.





Article 15. DATA AND REPORTS





	 	15.01	 	Ascension Health Data. All Ascension Health Data is and shall remain the
property of Ascension Health or the respective Affiliate. The Ascension Health Data
shall not, without the written consent of either Ascension Health or the Affiliate
whose data it is, be (1) used by Accretive, Accretive Employees or Accretive Agents
other than in connection with providing the Services, (2) disclosed, sold, assigned,
leased, or otherwise provided to third parties by Accretive, Accretive Employees or
Accretive Agents other than in connection with providing the Services, or (3)
commercially exploited by or on behalf of Accretive or Accretive Agents. Accretive
hereby waives any liens or encumbrances it may have or which may arise as to Ascension
Health Data.
	 
	 	15.02	 	Correction of Errors. As part of the Services, Accretive shall promptly
correct at Ascension Health’s request any errors or inaccuracies in the Ascension
Health Data and the Reports caused by Accretive or Accretive Agents. At Ascension
Health’s request Accretive shall promptly correct any other material errors or
inaccuracies in the Ascension Health Data and the Reports. Ascension Health or
Affiliate is responsible for any errors or inaccuracies in and with respect to data
obtained from Accretive because of any inaccurate or incomplete data provided by
Ascension Health or the respective Affiliate.





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Article 16. CONSENTS





	 	16.01	 	Accretive shall be responsible for, and shall pay any costs associated with,
obtaining all consents, approvals, authorizations, notices, requests, and
acknowledgements of third parties other than legal fees which might be incurred
by Affiliate which have not been approved in advance, necessary to implement the
terms of this agreement and the Affiliate Schedule as of the Affiliate Effective
Date of each Affiliate Schedule (“Consents”); provided that Affiliate is responsible
to pay any costs associated with: (i) bringing any item into compliance with its
contractual terms at the time of initial transfer to Accretive, including paying for
any undocumented usage; (ii) Consents for Accretive’s use of the Affiliate Software,
Affiliate Machines, and the services under Affiliate’s third party service contracts
(including Retained Resource Agreements) which are used to provide the Services to
the extent the foregoing are not listed in an Affiliate Schedule on the Affiliate
Effective Date. Each party shall cooperate with the other in obtaining the
Consents. If a Consent is not obtained by the party responsible for it after using
commercially reasonable efforts, then, unless and until such Consent is obtained,
Accretive shall determine and promptly adopt, subject to Affiliate’s prior written
approval, such alternative approaches or workarounds as are commercially reasonable
under the circumstances in order to provide the Services to the extent that same can
be provided without such Consents.





Article 17. CONTINUED PROVISION OF SERVICES





	 	17.01	 	Force Majeure. Any failure or delay by Ascension Health, an Affiliate or
Accretive in the performance of its obligations pursuant to this MSA shall not be
deemed a default of this MSA or a ground for termination hereunder (except as provided
in this Section 17.01) to the extent such failure or delay is caused by a Force Majeure
Event. The occurrence of a Force Majeure Event in respect of another customer of
Accretive does not constitute a Force Majeure Event under this MSA except to the extent
such customer and Ascension Health and/or Affiliate(s) experience the same Force
Majeure event at a site shared with such customer. The party delayed (meaning in the
case of the affected Affiliate) by a Force Majeure Event shall immediately notify the
other party by telephone (to be confirmed in a notice within five (5) days of the
inception of such delay); in the case of notice by Accretive, notice shall be given to
the Affiliate and the Joint Review Board of the occurrence of a Force Majeure Event and
describe in reasonable detail the nature of the Force Majeure Event. If any Force
Majeure Event results in a failure of Accretive to deliver the Services, or in
Ascension Health or Affiliate to provide resources or services required under this MSA,
which failure lasts for more than 48 hours from the receipt of notice of the first such
Force Majeure Event, the non-failing party may, upon notice to the failing party, and
approval of the Joint Review Board (provided the Joint Review Board can be convened
within such 48 hour period), require the failing party to procure the Services from an
alternate source until the failure is cured. In such event, Affiliate shall continue
to pay Accretive for the Services at the pricing herein provided and the failing party
shall be liable from the date such alternate source 




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	 	 	 	commences to provide services for
payment of such alternate source, for a period not to exceed thirty (30) days.






	 	17.02	 	Allocation of Resources. Whenever a Force Majeure Event causes Accretive to
allocate limited resources between or among Accretive’s customers and
Accretive’s Related Entities, Ascension Health and each of the Affiliates shall
receive no less priority in respect of such allocation as any of Accretive’s other
customers.





Article 18. PAYMENTS





	 	18.01	 	Fees. In consideration of Accretive providing the Services, Affiliate shall
pay to Accretive the Base Fee, the Management and Technology Fee and the Performance
Incentive Fees as set forth herein.
	 
	 	18.02	 	Base Fee. The Base Fee will be determined in the manner set forth in the
Operating Protocols adopted by the parties, which are incorporated herein by reference.
The Base Fee will be paid [**], or as mutually agreed to in writing, and adjusted on
the first anniversary of the Affiliate Effective Date, and each year thereafter, based
on increases in the Inflator. “Inflator” shall mean the sum of (a) the annual
percentage increase in the United States Department of Labor Consumer Price Index, All
Urban Consumers, U.S. City Average, all items, with an index base period of (1982-1984
= 100) for the preceding twelve (12) months multiplied by [**]%; and (b) the Average
Wage Increase as determined annually by the respective Affiliate multiplied by [**]%.
	 
	 	18.03	 	Management and Technology Fee. Each Affiliate shall pay Accretive a
Management and Technology Fee. The Management and Technology Fee shall be [**]% ([**]
percent) of the In-Scope Revenue of the Affiliate. In-Scope Revenue of the Affiliate
for the purposes of determining the Management and Technology fee shall be determined
as follows:






	 	18.03.01	 	Affiliates commencing services after the Master Renewal date: In-Scope
Revenue based on the twelve (12) month period preceding the commencement of
services.
	 
	 	18.03.02	 	Affiliates commencing services within the twelve (12) months prior to the
Master Renewal Date: In-Scope Revenue based on the twelve (12) month period
preceding the commencement of services.
	 
	 	18.03.03	 	All other Affiliates: In-Scope Revenue based on the twelve (12) month
period preceding the Master Renewal Date.






For purposes of this Section, “In-Scope Revenue” means total charges for Affiliate
Services appropriately invoiced during a period of such Services, less: (i) posted
and accrued adjustments; (ii) estimated adjustments due, but not yet posted,
recorded in the respective entity’s general ledger; (iii) administrative adjustments
and allowances; (iv) posted and accrued for charity write-offs; (v) adjustments for
bad debts; and (vi) other adjustments to revenue.



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	 	18.04	 	Timing of Payments. For Affiliates where the Affiliate Start Date falls after
November of 2006 and before the Master Renewal Date, the Management and Technology fee
shall be paid for the [**] Affiliate Contract Year and shall replace the gain-share fee
for the [**] of operations for those Affiliates. The Management
and Technology Fee shall be paid quarterly, along with the Base Fee. For Affiliates
where the Management and Technology Fee is replacing the gain-sharing fee, the
Management and Technology fee for the period preceding the Master Renewal Date shall
be paid within thirty (30) days of the Master Renewal Date.
	 
	 	18.05	 	Performance Incentive Fee. During the first year of operations at any
Affiliate commencing services after the Master Renewal Date, there will be no
Performance Incentive Fee assessed to the Affiliate. For Affiliates whose Affiliate
Start Date falls after November of 2006 and before the Master Renewal Date, their will
be no Performance Incentive Fee for the first Affiliate Contract Year. In all
subsequent years the Affiliate shall pay Accretive [**]% of the measured Revenue
Improvement and Additional Revenue Improvement as a Performance Incentive Fee. The
calculation of the Performance Incentive Fee shall include a credit for the Management
and Technology Fee for the period. The Performance Incentive Fee shall be calculated
in accordance with the Operating Protocols adopted by the parties. Revenue Improvement
and Additional Revenue Improvement are defined in the Operating Protocols.
	 
	 	18.06	 	Maximum Performance Incentive Fee, Management Technology Fee and Dormant
Receivables Fee. Notwithstanding any provisions herein to the contrary, in no event
shall the sum of the Performance Incentive Fee, Management Technology Fee and Dormant
Receivables Fee for an Affiliate exceed an amount equal to [**] percent ([**]%) of the
Base Fee for such Affiliate for any operating year.
	 
	 	18.07	 	After the first year of operations, in the event that the measured average
Revenue Yield Change (as defined in the Operating Protocols) at any Affiliate fails to
exceed [**]%, for any Affiliate Contract Year, the Affiliate shall be entitled to an
adjustment in the Management and Technology Fee such that the Management and Technology
Fee for the period do not exceed [**]% of measured Revenue Improvement. For purposes
of this Section 18.07, determination of “Revenue Improvements” is described in the
Operating Protocols.
	 
	 	18.08	 	Dormant Receivable Fees. Accretive shall also be paid a fee for its efforts
in connection with the collection of Dormant Receivables. The fee for collection of
Dormant Receivables shall be [**]% of the Net Proceeds from the Collection of Dormant
Receivables. Net Proceeds from the Collection of Dormant Receivable shall be
determined in accordance with the Operating Protocols adopted by the parties.
	 
	 	18.09	 	Most Favored Customer. Accretive’s fees for Services provided to Ascension
Health pursuant to this MSA shall be at least as low as Accretive’s fees for the
Services it provides to any other similarly situated Client receiving comparable
services at comparable volumes. In the event Ascension Health’s Fees require




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	 	 	 	adjustment pursuant to this Section 18.08, Accretive shall advise Ascension Health in
writing and adjust the Fees retroactive to the effective date of the more favorable
agreement. Ascension Health may from time to time request Accretive to certify that
the terms of this Section 18.08 have not been contradicted by any
transaction entered into by Accretive since the date of the most recent written
notice provided by Accretive pursuant to this Section 18.02. If Accretive is unable
to provide such written notice because of a transaction entered into by Accretive
contradicting this Section 18.08, Accretive shall offer to Ascension Health an
adjustment to the financial and other terms of this MSA consistent with the terms of
this Section 18.08 retroactive to the effective date of the more favorable
agreement.






	 	18.10	 	Determination of Fees. The parties acknowledge and intend that the payment
methodology for Additional Fees has been developed in a manner to reflect billing
efficiency, compliance, and collections management and not based upon case mix index or
coding and documentation changes. Notwithstanding anything contained in this MSA to
the contrary, it is the intent of the parties that the manner in which the Fees have
been determined and will be calculated is not unreasonable and the amount of all
compensation payable to Accretive shall not be unreasonable and shall be consistent
with fair market value.





Article 19. PAYMENT SCHEDULE AND INVOICES





	 	19.01	 	Fees. Accretive shall provide each Affiliate with an invoice for the Base
Fees and Management and Technology Fees applicable to such Affiliate [**] before the
[**] of each Quarter for each Quarter in which the Services applicable to such
Affiliate are to be provided; provided, however, that any invoices provided by
Accretive before the [**] of the Quarter shall be dated as of the [**] of the Quarter.
The Payment of all invoices for Base Fees and Management and Technology Fees shall be
made by wire transfer, or other mutually acceptable means, on or before the [**] of the
applicable Quarter.
	 
	 	19.02	 	Performance Incentive Fees. Accretive shall provide Affiliate with an invoice
for the Performance Incentive Fees applicable to such Affiliate on a quarterly basis
upon completion of benefit measurement pursuant to the Operating Protocols.
Instructions for submission of the invoice are set forth in the Operating Protocols.
	 
	 	19.03	 	Detailed Invoices. Upon Ascension Health’s reasonable request, Accretive
shall provide invoices with varying degree of detail as specified in the applicable
Affiliate Schedule.
	 
	 	19.04	 	Time of Payment. Unless otherwise agreed to in writing, payment of all
invoices shall be due and payable fifteen (15) days after receipt of an invoice from
Accretive.
	 
	 	19.05	 	Fee Dispute. In the event of a good faith dispute between Ascension Health or
an Affiliate and Accretive regarding any Fees due under this MSA, the dispute shall be
referred to the Joint Review Board for prompt resolution. Ascension Health and the
respective Affiliate shall not withhold any Base Fee payment for any 




 - 29 - 









 






	 	 	 	reason. Accretive
shall not withhold any reimbursement owed to Affiliate under Article 5.03 for any
reason. Ascension Health and the respective Affiliate may withhold such portion of the
Additional Fees as may be authorized by the Joint Review Board.






	 	19.06	 	Performance Guaranty. To the extent that any Affiliate’s quarterly cash
collections after the Affiliate Effective Date deteriorates materially relative to such
Affiliate’s “historical cash collection performance” (as defined below), after
adjustment for any negative change beyond Accretive’s control, such as a change in
patient volumes measured by the total of inpatient discharges and outpatient
encounters, the difference will be removed from the Base Fee paid by such Affiliate to
Accretive in the manner provided for in the Operating Protocols.





Article 20. TAXES





	 	20.01	 	The fees paid to Accretive are inclusive of any applicable sales, use,
personal property, or other taxes attributable to periods on or after the applicable
Affiliate Effective Date based upon or measured by Accretive’s cost in acquiring or
providing equipment, materials, supplies, or services furnished or used by Accretive in
performing or furnishing the Services, including without limitation, all personal
property and use taxes, if any, due on Accretive Machines.
	 
	 	20.02	 	Affiliate will also be responsible for paying all personal property or use
taxes due on or with respect to Affiliate Machines and Software.
	 
	 	20.03	 	Ascension Health, each Affiliate and Accretive each shall bear sole
responsibility for all taxes, assessments, and other real property-related levies on
its owned or leased real property.
	 
	 	20.04	 	To the extent the parties believe the circumstances warrant, Ascension Health
and Accretive shall cooperate to segregate the Fees into the following separate payment
streams: (a) those for taxable Services, (b) those for nontaxable Services, (c) those
for which a sales, use, or other similar tax has already been paid, and (d) those for
which Accretive functions merely as a paying agent for Affiliate in receiving goods,
supplies, or services (including leasing and licensing arrangements) that otherwise are
nontaxable or have previously not been subject to tax. In addition, Ascension Health,
Affiliates and Accretive shall reasonably cooperate with each other to more accurately
determine each party’s tax liability and to minimize such liability to the extent
legally permissible.





Article 21. REDUCTION OF OPERATING COSTS





	 	21.01	 	It is anticipated that, as a result of the operational improvements
implemented by Accretive with the support of the Affiliates, certain efficiencies in
staffing requirements for the operation of the Affiliate revenue cycle will be
realized. These staffing efficiencies will be facilitated and enhanced to the extent
that certain operational functions can be performed through the Shared Services
Operating Model (as more fully described in the Operating Protocols). In the 




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	 	 	 	event
that these staffing efficiencies are realized during the course of operations, the
Affiliate shall receive a credit against the Base Fee expense as follows:







	 	a)	 	In Place Model: [**] of actual reductions in [**] achieved across all areas of operation as
more fully described in the Operating Protocols.
	 
	 	b)	 	Shared Services Operating Model: [**] of actual reductions in [**] achieved across all
areas of operation as more fully described in the Operating Protocols.
	 
	 	c)	 	Reductions in [**] achieved shall be determined in accordance with the Operating Protocols
adopted by the parties.
	 
	 	d)	 	In the event that an Affiliate elects to receive Services in the In Place Model, the
delivery of Services shall be based at Affiliate Service Locations unless otherwise agreed to by
the Affiliate.







	 
	 	21.02	 	It is anticipated that the adoption of the Shared Services Operating Model
will produce significant operating efficiencies with respect to the operation of the
Affiliate’s revenue cycle. In the event that the revenue managed by Accretive on
behalf of Affiliates using the Shared Services Operating Model described above exceeds
$[**], the percentage of Revenue Improvement (as defined in the Operating Protocols)
paid to Accretive Health as Additional Fees for subsequent quarters by Affiliates
participating in the shared services model shall be reduced to [**]%. In the event that the revenue managed by Accretive on behalf of Affiliates using the Shared
Services Operating Model described above exceeds $[**], the percentage of Revenue Improvement paid
to Accretive Health as Additional Fees for subsequent quarters by Affiliates participating in the
Shared Services Operating Model [**].
	 
	 	21.03	 	Accretive Health shall prepare a cost savings projection for each Affiliate
adopting the Shared Services Operating Model in accordance with the procedures set
forth in the Operating Protocols. Accretive [**] each Affiliate adopting the Shared
Services Operating Model that it will achieve [**]% of the cost savings projected for
that Affiliate provided that the Affiliate provides its full support and cooperation
with respect to the transition to, and operations under, the Shared Services Operating
Model.
	 
	 	 	 	The [**] cost savings contemplated by this Section 21.03 are predicated on the
parties’ mutual assumption that the shared services will be provided in a manner
which may rely on both domestic and non-domestic resources to deliver the Services
(“Blended Shore Resources” as described in the Operating Protocols). In the event
that Ascension Health adopts a policy which precludes the use of Blended Shore
Resources, Accretive Health shall honor these policies and the [**] cost savings
contemplated by this MSA shall be null and void. Further, in the event that
Ascension Health adopts such a policy, Ascension Health shall be responsible for the
cost incurred by Accretive to transition services being performed by Blended Shore
Resources to shared service centers which are staffed exclusively by domestic
resources.





Article 22. AUDIT RIGHTS





	 	22.01	 	Upon reasonable notice from Ascension Health, Accretive and Accretive Agents,
shall provide such auditors and inspectors as Ascension Health may designate in writing
with access to the Service Locations, Accretive Employees, reports, security
procedures/protocols and information used by Accretive to deliver the Services for the
purpose of performing audits or inspections of the Services and the business of
Ascension Health. With respect to any audit or inspection of the Services, Accretive
shall have the right to approve the auditor or inspector (but shall not unreasonably
withhold such approval) and to demand appropriate protections against disclosure of its
intellectual property. Accretive shall provide, and cause Accretive Staff and
Accretive Agents to provide, such auditors and inspectors any reasonable assistance
that they may require. If any audit by an auditor designated by Ascension Health or a
Governmental or Regulatory 




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	 	 	 	Authority results in Accretive being notified that it,
Accretive Staff or Accretive Agents are not in compliance with any law, regulation,
audit requirement, the MSA or generally accepted accounting principle relating to the
Services, Accretive shall take actions to comply with such audit.






	 	22.02	 	Fees. Upon reasonable notice from Ascension Health, Accretive shall provide
Ascension Health and Ascension Health’s agents with access to such financial records
and supporting documentation as may be reasonably requested by Ascension Health which
are reasonably necessary to audit Fees charged Affiliates and Ascension Health may
audit the Fees charged to Affiliates to determine that such Fees are accurate and in
accordance with this MSA or continues to represent the fair market value for the
Services. With respect to any such audit of the Fees charged by Accretive, Accretive
shall have the right to approve the auditor (but shall not unreasonably withhold such
approval) and to demand appropriate protections against disclosure of its intellectual
property. If, as a result of such audit it is determined Accretive has overcharged
Ascension Health and Affiliates, Ascension Health shall notify Accretive of the amount
of such overcharge and Accretive shall promptly pay to the respective Affiliate the
amount of the overcharge net of any undercharges. In the event any such audit reveals
an overcharge net of undercharges to Ascension Health and Affiliates during any twelve
(12)-month period preceding the audit in excess of 5% of the audited amount, Accretive
shall reimburse Ascension Health for the reasonable cost of such audit and shall pay
Interest calculated from the date of receipt by Accretive of the overcharged amount
until the date of payment to Affiliate. In the event any such audit reveals that the
Affiliate has been undercharged by Accretive Health, the amount of the undercharge
shall be added to the next regular invoice to be provided to Affiliate and shall be
paid in the ordinary course of business.






	 	22.03	 	Record Retention. Until the later of (A) six (6) years after expiration or
termination of the MSA, (B) all pending matters relating to the MSA (including, but not
limited to, disputes) are closed, or (C) the time period stated in any applicable
records retention policy of Ascension Health or Affiliate, or required by any law or
regulations has expired, Accretive shall maintain and provide access upon request to
Accretive’s policies and procedures applicable to Ascension Health and Affiliates, and
the records, documents and other information provided, prepared or maintained by
Accretive under this MSA.





Article 23. REGULATORY AND CORPORATE RESPONSIBILITY COMPLIANCE





	 	23.01	 	Access by Regulators. Accretive acknowledges and agrees that, in addition to
the audit rights set forth in Article 22, the records maintained and produced under
this MSA (including all records required to be maintained under Article 22) shall at
all times be available for examination and audit by governmental agencies, regulators
or securities exchanges of which Ascension Health or the Affiliates are a member and
which has jurisdiction over the business of Ascension Health or the Affiliates. Each
party shall, to the extent permitted by law, notify the other promptly of any formal
request by an authorized governmental agency, regulator or exchange to examine records
regarding Ascension Health or Affiliates that are maintained by 




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	 	 	 	Accretive. Upon the
written request of Ascension Health, Accretive shall provide any relevant assurances to
such agencies, regulators or securities exchanges, and shall subject itself to any
required examination or regulation by such agencies, regulators or securities
exchanges; and shall make any required regulatory corrections. Accretive acknowledges
and agrees it shall be subject to examination
by the relevant federal regulatory authorities (i.e., DHHS) pursuant to the Health
Insurance Portability and Accountability Act of 1996 and other relevant laws with
respect to certain of the Services.






	 	23.02	 	Exclusion from Federal Health Programs. Accretive represents and warrants
that neither it nor any of the Accretive Staff or Accretive have been or are about to
be excluded from participation in any Federal Health Care Programs. Each Party agrees
to notify the other party within three (3) business days of: (i) its receipt of a
notice of intent to exclude or actual notice of exclusion from any Federal Health Care
Program; or (ii) notification by any employee or agent of their receipt of a notice of
intent to exclude or actual notice of exclusion from any Federal Health Care Program.
The listing of Ascension Health, Affiliate, any Ascension Health or Affiliate related
entity, Accretive, any Accretive related entity, or an Accretive Staff on the Office of
Inspector General’s exclusion list (OIG Website) or the General Services Administration
Lists of Parties Excluded from Federal Procurement and Non-Procurement Programs (GSA
Website) for excluded individuals and entities shall constitute “exclusion” for
purposes of this Section. In the event Accretive is excluded from any Federal Health
Care Program, then Ascension Health may terminate this MSA pursuant to Section 27.08
without the necessity of an opinion of counsel. In the event Accretive Staff or
Accretive related entity is excluded from any Federal Health Care Program, then
Accretive shall promptly remove such Accretive Staff or Accretive related entity from
providing Services to Ascension Health and the Affiliates. In the event Ascension
Health, or an Affiliate, is excluded from any Federal Health Care Program, then
Accretive may terminate the applicable Affiliate Schedule(s). In the event an
Affiliate is excluded from any Federal Health Care Program, then Accretive may
terminate the respective Affiliate Schedule. The parties agree to mutually cooperate
to minimize the impact of events contemplated by this Section.
	 
	 	23.03	 	Section 6032 of the Deficit Reduction Act of 2005. If Accretive furnishes, or
otherwise authorizes the furnishing of, Medicaid health care items or services,
performs billing or coding functions, or is involved in the monitoring of health care
for Ascension Health, pursuant to Section 6032 of the Deficit Reduction Act of 2005
relating to “Employee Education About False Claims Recovery,” Accretive hereby agrees
to abide by Ascension Health’s policies required by said law, insofar as they are
relevant and applicable to Accretive’s work performed on behalf of Ascension Health,
including participation in reviews or audits of claims or services, and agrees to make
such policies available to Accretive’s personnel involved in the performance of such
work.
	 
	 	23.04	 	Compliance with Laws. The parties intend that this Agreement comply at all
times with all existing and future applicable laws, including state and federal
anti-kickback laws, the Medicare/Medicaid Anti-Fraud and Abuse Statutes, and the




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	 	 	 	restrictions on Ascension Health by virtue of its tax-exempt status and the federal law
relating to physician referrals. If at any time, as a result of the enactment of a new
statute, the issuance of regulations, or otherwise, either party receives a written
opinion of counsel that there is a substantial risk that, as a result of this
Agreement, either party does not comply with applicable law or that a party
would be legally precluded from billing a third party payor for services ordered by
a physician, then the parties shall use good faith efforts to reform this Agreement
in such a manner so that it complies with applicable law or does not preclude
Ascension Health from billing a third party payor, as applicable. If, after the
exercise of such good faith efforts for a period of at least thirty (30) days, the
parties have not agreed on amendment(s) to this Agreement that resolve the legal
issues referred to above, then the party(s) whose receipt of a legal opinion
triggered renegotiation may terminate this Agreement upon at least sixty (60) days
written notice to the other party.






	 	23.05	 	HIPAA Business Associate. Accretive shall execute contemporaneously with this
MSA the Business Associate Agreement attached hereto as Exhibit 2. Furthermore,
Accretive agrees to amend the Business Associate Agreement as reasonably requested by
Ascension Health for purposes of continued compliance by Ascension Health and
Affiliates with the Health Insurance Portability and Accountability Act of 1996 and the
regulations promulgated thereunder.
	 
	 	23.06	 	Access to Books and Records. If this MSA is deemed to be a contract within
the purview of Section 1861(v)(1)(t) of the Social Security Act (Section 952 of the
Omnibus Reconciliation Act of 1980) and the regulations promulgated at 42 C.F.R. Part
420 in implementation thereof, Accretive agrees to make available to the Comptroller
General of the United States, the Department of Health and Human Services (“HHS”) and
their duly authorized representatives for four (4) years after the latest furnishing of
services pursuant to this Agreement, access to the books, documents and records and
such other information as may be required by the Comptroller General or Secretary of
HHS to verify the nature and extent of the costs of services provided by Accretive. If
Accretive, upon the written approval of Ascension Health, carries out the duties of
this MSA through a subcontract worth Ten Thousand Dollars ($10,000.00) or more over a twelve
(12)-month period with a related organization, the subcontract will also contain an
access clause to permit access by the Secretary, Comptroller General and their
representatives to the related organization’s books and records.
	 
	 	23.07	 	Ascension Health and each Affiliate represents and warrants that they shall
comply with all applicable federal, state, and local laws and regulations applicable to
them and shall obtain all applicable permits and licenses required in connection with
its obligations under this MSA.
	 
	 	23.08	 	Accretive represents and warrants that it shall comply with: (i) all
applicable federal, state, and local laws and regulations applicable to Accretive; and
(ii) all applicable regulatory or accrediting agencies with jurisdiction over Ascension
Health or an Affiliate (including by not limited to, JCAHO) and shall obtain all




 - 34 - 









 






	 	 	 	applicable permits and licenses required of Accretive in connection with its
obligations under this MSA.






	 	23.09	 	Ascension Health’s sole purpose of this arrangement is to establish a legally
compliant, fair market value and commercially reasonable arrangements so that the
Affiliates can better serve the community in compliance with all applicable
laws, regulations and authority. It is the intent and desires of the parties that
all Services, specifically including billing and collection services, are rendered
in a legally compliant manner, consistent with all applicable billing and coding
regulations and guidelines.
	 
	 	23.10	 	As it proceeds and continues with the delivery of the Services, Accretive may
review the billing, coding and collection practices of each Affiliate in an effort to
further compliance with all applicable authority. Each Affiliate will reasonably
cooperate with these respective reviews. In the event Accretive identifies issues that
may or may not be consistent with relevant authority, Accretive will promptly review
such issues within the parameters of the respective Affiliate’s Corporate
Responsibility Program.
	 
	 	23.11	 	Accretive represents and warrants that none of its stockholders are, directly
or indirectly, a physician or immediate family member of a physician on the medical
staff of any of the Affiliates. For purposes of this provision, the terms “physician”
and “immediate family member” shall be defined pursuant to federal law and regulation
at 42 U.S.C. §1395nn et seq. and 42 C.F.R. §411.350 et seq., respectively, or successor
laws and regulations. Further, in the event that Accretive employs or otherwise
contracts with such a physician or immediate family member, Accretive shall provide
compensation to such individual that is fair market value for services and items
actually provided and not determined in a manner that takes into account the volume or
value of referrals or other business generated by the physician for the Affiliates.





Article 24. CONFIDENTIALITY





	 	24.01	 	General Obligations. All Confidential Information relating to a party shall
be held in confidence by the other party to the same extent and in at least the same
manner as such party protects its own similar confidential information. Neither party
shall disclose, publish, release, transfer, or otherwise make available Confidential
Information of the other party in any form to, or for the use or benefit of, any person
or entity without the other party’s consent. Each party shall, however, be permitted
to disclose relevant aspects of the other party’s Confidential Information to its
officers, agents, subcontractors, and employees and to the officers, agents,
subcontractors, and employees of its Related Entities or subsidiaries to the extent
that such disclosure is reasonably necessary for the performance of its duties and
obligations under this MSA; provided, however, that such party shall take reasonable
measures to ensure that Confidential Information of the other party is not disclosed or
duplicated in contravention of the provisions of this MSA by such officers, agents,
subcontractors, and employees. The obligations in this Section 24.01 shall not
restrict any disclosure 




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	 	 	 	by either party pursuant to any applicable law, or by order of
any court or government agency (provided that the disclosing party shall give prompt
notice to the non-disclosing party of such order) and, except to the extent that local
law provides otherwise, shall not apply with respect to information which (1) is
developed by the other party without violating the disclosing party’s proprietary
rights, (2) is or becomes publicly known (other than through unauthorized
disclosure), (3) is disclosed by the owner of such information to a third party free
of any obligation of confidentiality, (4) is already known by such party without an
obligation of confidentiality other than pursuant to this MSA or any confidentiality
agreements entered into before the Effective Date between Ascension Health and
Accretive, or (5) is rightfully received by a party free of any obligation of
confidentiality. To the extent this MSA or any Affiliate Schedule contains more
specific terms on the subject of security, then such specific terms shall apply in
lieu of the general obligations set forth in this Section 24.01.






	 	24.02	 	Attorney-Client Privilege. Accretive acknowledges that Affiliate believes
that in connection with the delivery of the Services, information may be prepared under
the direction of Ascension Health or an Affiliate’s legal counsel in anticipation of
litigation, or otherwise that Ascension Health or Affiliate seeks to keep privileged
under the applicable attorney/client or attorney work product privileges conferred by
applicable law (“Privileged Work Product”). Accretive acknowledges that under such
circumstances, Accretive is performing the services as to Privileged Work Product as an
agent of Affiliate, and that all matter related thereto is protected from disclosure by
Rule 26 of the Federal Rules of Civil Procedure. Affiliate shall notify Accretive when
it is to be provided access to Privileged Work Product or when its work is determined
to be Privileged Work Product. After Accretive is notified or otherwise becomes aware
that such documents, data, database, or communications are Privileged Work Product,
only Accretive personnel for whom such access is necessary for the purpose of providing
services to Affiliate as provided in this MSA may have access to Privileged Work
Product. Should Accretive ever be notified of any judicial or other proceeding seeking
to obtain access to Privileged Work Product, Accretive shall unless prohibited by law
(a) immediately notify Ascension Health or the applicable Affiliate and (b) take such
reasonable actions at Ascension Health’s or the applicable Affiliate’s expense as may
be specified by Ascension Health or the applicable Affiliate to resist providing such
access. Ascension Health or Affiliate shall have the right and duty to represent
Accretive in such resistance or to select and compensate counsel to so represent
Accretive or to reimburse Accretive for actual and reasonable attorneys’ fees,
reasonable expenses and any damages arising from Accretive’s compliance with this
Section incurred in resisting such access. Ascension Health shall indemnify and hold
harmless Accretive and Accretive’s Related Entities and their respective officers,
directors, employees and representatives against any and all claims damages, and
expenses , including reasonable attorney’s fees, related to third party claims arising
from Accretive’s compliance with this section. The indemnification procedures in this
MSA shall apply to this indemnification. If Accretive is ultimately required, pursuant
to an order of a court of competent jurisdiction, to produce
documents, disclose data, or




 - 36 - 









 






	 	 	 	otherwise act in contravention of the confidentiality obligations imposed in this
MSA or otherwise with respect to maintaining the confidentiality, proprietary nature,
and secrecy of Privileged Work Product, Accretive shall not be liable for breach of
such obligation. In such event, Accretive agrees to disclose only that information
minimally required to be disclosed by such legal action. For purposes of this Section,
Privileged Work Product shall mean certain documents,
data, and databases created or provided to Accretive and Accretive Agents for
Ascension Health or the Affiliate and all associated communications thereto.






	 	24.03	 	Unauthorized Acts. Each party shall:






	 	24.03.01	 	Notify the other party promptly of any material unauthorized possession,
use, or knowledge, or attempt thereof, of the other party’s Confidential
Information by any person or entity which may become known to such party.
	 
	 	24.03.02	 	Promptly furnish to the other party full details of the unauthorized
possession, use, or knowledge, or attempt thereof, and use reasonable efforts
to assist the other party in investigating or preventing the recurrence of any
unauthorized possession, use, or knowledge, or attempt thereof, of Confidential
Information.
	 
	 	24.03.03	 	Use reasonable efforts to cooperate with the other party in any litigation
and investigation against third parties deemed necessary by the other party to
protect its proprietary rights.
	 
	 	24.03.04	 	Except as provided in Section 24.03.06, promptly use reasonable efforts to
prevent a recurrence of any such unauthorized possession, use, or knowledge of
Confidential Information.
	 
	 	24.03.05	 	Except for modifications to the Services more fully described in Section
24.03.06, bear the cost it incurs as a result of compliance with this Section
24.03.
	 
	 	24.03.06	 	To the extent any change to prevent a recurrence of any such unauthorized
possession, use or knowledge of Confidential Information requires a
modification of the Services, such modification shall be approved by the Joint
Review Board.





Article 25. REPRESENTATIONS AND WARRANTIES





Each of the following representations and warranties contained in Section 25.01 and 25.02
shall be deemed made by Accretive and the applicable Affiliate as of the Affiliate execution
date of the applicable Affiliate Schedule. Each of the following representations and
warranties contained in Section 25.03 shall be deemed made by Ascension Health as of the MSA
Date.




	 	25.01	 	Affiliate represents and warrants that:






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	 	25.01.01	 	Affiliate is a corporation duly incorporated, validly existing, and in good
standing under the laws of its state of incorporation.
	 
	 	25.01.02	 	Affiliate has all requisite corporate power and authority to execute,
deliver, and perform its obligations under the applicable Affiliate Schedule.
	 
	 	25.01.03	 	Affiliate is duly licensed, authorized, or qualified to do business and is
in good standing in every jurisdiction in which a license, authorization, or
qualification is required for the ownership or leasing of its assets or the
transaction of business of the character transacted by it except where the
failure to be so licensed, authorized, or qualified would not have a material
adverse effect on Affiliate’s ability to fulfill its obligations under the
applicable Affiliate Schedule.
	 
	 	25.01.04	 	Affiliate has not disclosed impermissibly any Confidential Information of
Accretive.
	 
	 	25.01.05	 	The execution, delivery, and performance of the Affiliate Schedule has been
duly authorized by Affiliate and will not conflict with, result in a breach of,
or constitute a default under any other agreement to which Affiliate is a party
or by which Affiliate is bound subject to the acquisition of necessary consents
and/or approvals required of Accretive as contemplated by this MSA. The
Affiliate Proprietary Software, applicable to Affiliate, does not and will not
infringe upon the proprietary rights of any third party (except to the extent
such infringements result from: (a) modifications by Accretive or Accretive
Agents, (b) breach of this MSA by Accretive, (c) Accretive’s failure to use any
new or corrected versions of any such Affiliate Proprietary Software provided
by Affiliate, or (d) Accretive’s failure to adhere to license, lease, or other
agreement or specifications or instructions of which it has knowledge).
	 
	 	25.01.06	 	There is no outstanding litigation, arbitrated matter or other dispute to
which Affiliate is a party which, if decided unfavorably to Affiliate, would
reasonably be expected to have a material adverse effect on Accretive’s ability
to fulfill its obligations under this MSA.






	 	25.02	 	Accretive represents and warrants that:






	 	25.02.01	 	It is a corporation duly incorporated, validly existing, and in good
standing under the laws of Delaware.
	 
	 	25.02.02	 	It has all requisite corporate power and authority to execute, deliver, and
perform its obligations under this MSA.
	 
	 	25.02.03	 	Accretive is duly licensed, authorized, or qualified to do business and is
in good standing in Michigan and every jurisdiction in which a license,
authorization, or qualification is required for the ownership or




- 38 -









 






	 	 	 	leasing of its
assets or the transaction of business of the character transacted by it except
where the failure to be so licensed, authorized, or qualified would not have a
material adverse effect on Accretive’s ability to fulfill its obligations under
this MSA.
	 
	 	25.02.04	 	The execution, delivery, and performance of this MSA has been duly
authorized by Accretive and will not conflict with, result in a breach
of, or constitute a default under any other agreement to which Accretive
is a party or by which Accretive is bound subject to the acquisition of
necessary consents and/or approvals required of Ascension Health or an
Affiliate as contemplated by this MSA.
	 
	 	25.02.05	 	Accretive has not disclosed impermissibly any Confidential Information of
Ascension Health or any Affiliate.
	 
	 	25.02.06	 	The Accretive Proprietary Software does not and will not, and the Developed
Software and the Services will not, infringe upon the proprietary rights of any
third party (except to the extent such infringements result from: (a)
modifications by Affiliate or Ascension Health Agents other than those
authorized or required by Affiliate with knowledge of the infringement, (b)
breach of this MSA by Ascension Health or Affiliate, (c) Affiliate’s failure to
use any new or corrected versions of any such Accretive Proprietary Software,
provided Affiliate is notified that use of such new or corrected version is
necessary to avoid infringement, or (d) Affiliate’s failure to adhere to any
license, lease, or other agreement or specifications or instructions of which
it has knowledge).
	 
	 	25.02.07	 	There is no outstanding litigation, arbitrated matter or other dispute to
which Accretive is a party which, if decided unfavorably to Accretive, would
reasonably be expected to have a material adverse effect on Accretive’s ability
to fulfill its obligations under this MSA.
	 
	 	25.02.08	 	Accretive is not insolvent, is able to pay its bills as they become due and
is financially able to meet its obligations under this MSA.
	 
	 	25.02.09	 	The Accretive Tools when integrated and interfaced with a respective
Affiliates systems will continue to allow information necessary for operations
to be communicated with Affiliates other systems.






	 	25.03	 	Ascension Health represents and warrants that:






	 	25.03.01	 	Ascension Health is a corporation duly incorporated, validly existing, and
in good standing under the laws of its state of Missouri.
	 
	 	25.03.02	 	Ascension Health has all requisite corporate power and authority to
execute, deliver, and perform its obligations under this MSA.





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	 	25.03.03	 	Ascension Health has not disclosed impermissibly any Confidential
Information of Accretive.
	 
	 	25.03.04	 	Ascension Health is duly licensed, authorized, or qualified to do business
and is in good standing in every jurisdiction in which a license,
authorization, or qualification is required for the ownership or leasing of its
assets or the transaction of business of the character transacted by it except
where the failure to be so licensed, authorized,
or qualified would not have a material adverse effect on Ascension
Health’s ability to fulfill its obligations under this MSA.
	 
	 	25.03.05	 	The execution, delivery, and performance of this MSA has been duly
authorized by Ascension Health and will not conflict with, result in a breach
of, or constitute a default under any other agreement to which Ascension Health
is a party or by which Ascension Health is bound subject to the acquisition of
necessary consents and/or approvals required of Accretive as contemplated by
this MSA.






	 	25.04	 	DISCLAIMER. EXCEPT AS SPECIFIED IN THIS MASTER SERVICES AGREEMENT OR AN
AFFILIATE SCHEDULE, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES IN
RESPECT OF THE SERVICES, THE SOFTWARE, THE AFFILIATE MACHINES OR THE SYSTEMS AND EACH
EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE
SERVICES, THE SOFTWARE, THE CUSTOMER MACHINES AND THE SYSTEMS.





Article 26. DISPUTE RESOLUTION





	 	26.01	 	Joint Review Board. Either party may, upon notice from any member of the
Joint Review Board request a review before the Joint Review Board. If a party elects
to use the procedure set forth in this Section 26.01, the other party shall
participate. The review will occur no more than ten (10) business days after a party
serves notice to use the procedure set forth in this Section 26.01 and such meeting may
occur telephonically. Each party may include such professionals as it may deem
appropriate and useful in making its presentation to the Joint Review Board. If the
matter cannot be resolved at such meeting, the parties shall submit the dispute to
arbitration pursuant to Section 26.03.
	 
	 	26.02	 	Admissibility. Proposals and information exchanged during the informal
proceedings described in Sections 26.01 between the parties shall be privileged,
confidential, and without prejudice to a party’s legal position in any formal
proceedings. All such proposals and information, as well as any conduct during such
proceedings, shall be inadmissible in any subsequent proceedings for any purpose (but
this Section 26.02 shall not be construed to render confidential, inadmissible, or
non-discoverable any otherwise admissible documents or other




- 40 -









 






	 	 	 	evidence merely because
they were referred to, transmitted, or otherwise used in any such informal
proceedings).






	 	26.03	 	Arbitration. Any dispute which is not resolved by the Joint Review Board
shall, except as otherwise provided in this MSA, be finally settled by arbitration,
conducted on a confidential basis, under the US Arbitration Act, if applicable, and the
then-current Commercial Dispute Resolution Procedures (“Rules”) of the American
Arbitration Association (“Association”) strictly in accordance with the terms of this
MSA and the laws of the State of Missouri, excluding its principles
of conflicts of laws. To the extent permitted by the Association rules, all parties
direct that any arbitration be held on an expedited basis.
	 
	 	 	 	All arbitration hearings shall be held in St. Louis, Missouri. The arbitration
decision shall be majority vote of a panel consisting of three arbitrators. Each
party shall select one arbitrator within thirty (30) days after the delivery of the
demand for arbitration is made, and the third arbitrator shall be selected by the
two arbitrators so chosen within thirty (30) days after the delivery of the demand
for arbitration is made. If one or more arbitrator(s) is not selected within the
permitted time periods, the missing arbitrator(s) shall be selected in accordance
with Rule 13 of the Rules. All arbitrators shall be licensed practicing attorneys,
shall have no conflicts, and shall be knowledgeable in the subject matter of the
dispute. Each arbitrator shall have experience and education which qualify him or
her to competently address the specific issues to be designated for arbitration.
Each party shall bear its own costs of the arbitration and one-half of the
arbitrators’ costs. The arbitrators shall apply Missouri substantive law and the
Federal Rules of Evidence to the proceeding. The arbitrators shall have the power
to grant all legal and equitable remedies and award compensatory damages provided by
Missouri law, subject to the limitations set forth in this MSA; provided, however,
the arbitrators shall not have the power to amend this MSA, award punitive or
exemplary damages, or award damages in excess of the limits contained in the MSA.
The arbitrators shall prepare in writing and provide to the parties an award,
including factual findings and the reasons on which the decision is based. The
arbitrators shall not have the power to commit errors of law or legal reasoning, and
the award may be vacated or corrected for any such error.
	 
	 	 	 	Any award shall be paid within thirty (30) days of the issuance of the arbitrators’
decision. If any award is not paid within thirty (30) days, any party may seek
entry of a judgment in state or federal courts located in the State of Missouri in
the amount of the award.
	 
	 	 	 	Neither party shall be excluded from seeking provisional remedies in the courts of
competent jurisdiction, including but not limited to, temporary restraining orders
and preliminary injunctions, but such remedies shall not be sought as a means to
avoid or stay arbitration. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY
JURY. THE REQUIREMENT OF ARBITRATION SET FORTH IN THIS ARTICLE SHALL NOT APPLY IN
THE EVENT THAT THERE IS THIRD PARTY JOINDER BY EITHER PARTY OR A THIRD PARTY
INSTITUTES AN ACTION AGAINST ANY PARTY TO THIS




- 41 -









 






	 	 	 	AGREEMENT, AND SUCH THIRD PARTY IS
NOT AMENABLE TO JOINDER IN THE ARBITRATION PROCEEDINGS CONTEMPLATED BY THIS ARTICLE.





Article 27. TERMINATION





	 	27.01	 	Termination for Cause. In the event that either Party has materially breached
its obligations under this MSA, and that breach has not been satisfactorily addressed
through the cure process established below, the non-breaching Party shall have
the right to terminate this MSA for Cause sixty (60) days following the issuance of
a written notice of termination. No written notice of Termination for Cause will be
valid unless the Party issuing the notice has complied with the cure procedure set
forth below. No breach can provide the basis for a Termination for Cause unless
written notice of the breach is provided under 27.02.01 below within twelve (12)
months of the date on which the party asserting the breach knew, or should have
known in the ordinary course of the relationship, that the alleged breach had
occurred.
	 
	 	27.02	 	Procedure Regarding Cure. In the event that a material breach occurs under
this MSA the Parties agree that the breaching party shall have the opportunity to cure
the material breach prior to a Termination for Cause. Therefore, after issuing a
written notice of termination, each party agrees to proceed in the following manner,
working, in good faith, to address the circumstances which led to the breach or other
conduct in question:






	 	27.02.01	 	The party seeking to address an area of concern shall give written notice
to the party whose conduct has breached or frustrated the Agreement.
	 
	 	27.02.02	 	The breaching party shall be given thirty (30) days within which to
satisfactorily address the concern and begin implementation of the agreed upon
course of action. If necessary under the circumstances and consented to by the
non-breaching party (which consent shall not be unreasonably withheld), the
complete implementation of the agreed upon course of action may take more than
thirty (30) days but may not exceed one hundred twenty (120) days.
	 
	 	27.02.03	 	If the breaching party fails to comply with the agreed upon course of
action on the appropriate timetable, the other party may request a meeting of
the Joint Review Board to discuss the failure to comply and termination. That
meeting will be held promptly upon request. If it is determined by the Joint
Review Board that the agreed upon course of action has not been undertaken then
the non-breaching party shall be authorized to issue a notice of termination
for cause.
	 
	 	27.02.04	 	Upon the issuance of a notice of termination for cause the Joint Review
Board shall meet to discuss the steps required to facilitate an orderly
transition in connection with the termination and shall agree upon a transition
plan which shall address timing, employee




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	 	 	 	communication, reconciliation of
fees, allocation of transition costs, licenses for continued use of Accretive’s
Proprietary Software, and related issues.
	 
	 	27.02.05	 	Any disputes which arise during these procedures, and can not be resolved
by good faith dialogue among the parties, shall be resolved by Arbitration
(under the expedited arbitration rules of the American
Arbitration Association) as provided for above, or by such other method
mutually agreed upon by the parties.






	 	27.03	 	Termination for Convenience. Upon mutual agreement of Ascension Health and
Accretive, the parties may terminate an Affiliate Schedule for convenience upon one
hundred eighty (180) days written notice after the second anniversary of the Affiliate
Effective Date for the applicable Affiliate.
	 
	 	27.04	 	Termination Upon Renewal. Either party may terminate this MSA by providing
the other party written notice at least one hundred eighty (180) days prior to the end
of the then current Master Term if such party wishes not to renew this MSA. Either
Accretive or Ascension Health may terminate an Affiliate Schedule by providing the
other party written notice at least two hundred ten (210) days prior to the end of the
then effective Affiliate Term if such party wishes not to renew the Affiliate Schedule.
	 
	 	27.05	 	Termination Due to Event of Force Majeure. In the event that there is a
failure to provide a material portion of the Services due to a Force Majeure Event from
any source for a period of thirty (30) days out of any forty-five (45) day period,
Ascension Health may terminate the affected portion of the applicable Affiliate
Schedule, to the extent severable, upon thirty (30) days written notice.
	 
	 	27.06	 	Termination for Change in Control. In the event of a sale, or potential sale,
of all or substantially all of the assets of Accretive or sufficient stock of Accretive
to effect a Change in Control of Accretive, Ascension Health may terminate this MSA on
at least ninety (90) days’ notice to Accretive which notice must be provided within
ninety (90) days of Ascension Health being notified of the Change in Control. For
purposes of this section, a “Change in Control” shall mean the acquisition by an entity
of fifty percent (50%) or more of Accretive’s capital stock ordinarily having voting
rights if the acquiring entity actively exercises management control other than a
transaction involving an offering of Accretive’s capital stock in the public markets.
An offering of Accretive’s capital stock in the public markets shall not create a right
of termination under this provision.
	 
	 	27.07	 	Termination Due to Loss of Exempt Status. In the event Ascension Health
receives an opinion of qualified legal counsel, after consultation with Accretive’s
qualified legal counsel, in which it concludes that the MSA presents a material risk to
the tax-exempt status of Ascension Health and/or any of the Affiliates, and that risk
can not be reasonably mitigated by the parties following good faith consultations and
consideration of reasonable amendments and modifications to




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	 	 	 	the MSA, then Ascension
Health shall be entitled to terminate the MSA without penalty upon sixty (60) days
written notice.
	 
	 	27.08	 	Termination Due to Regulatory Risk. In the event Ascension Health receives an
opinion of qualified legal counsel, after consultation with Accretive’s qualified legal
counsel, in which it concludes that the MSA presents a material risk of causing
Ascension Health and/or any of the Affiliates, to violate any applicable
laws or regulations, and that risk can not be reasonably mitigated by the parties
following good faith consultations and consideration of reasonable amendments and
modifications to the MSA, then Ascension Health shall be entitled to terminate the
MSA without penalty upon sixty (60) days written notice.
	 
	 	27.09	 	Termination Because Excluded Provider. In the event Accretive becomes an
Excluded Provider pursuant to Section 23.02 or fails to promptly take the actions
specified in Section 23.02 with regards to Accretive Staff or Accretive related
entities that become Excluded Providers, Ascension Health may terminate this MSA
immediately and the cure provisions contained in Section 27.02 shall not be applicable
to such breach.





Article 28. TERMINATION ASSISTANCE





	 	28.01	 	Termination Assistance. Accretive shall provide all reasonable Termination
Assistance requested by Ascension Health, beginning upon notice of termination of the
MSA for any reason and continuing through the date three (3) months following the Final
Service Date. Accretive shall be entitled to reasonable fees for Termination
Assistance Services provided prior to the Final Service Date to the extent the delivery
of the Termination Assistance Services can not be accomplished by the existing
Accretive Staff on hand at the time of the termination notice. Accretive shall be
entitled to reasonable compensation for any Termination Assistance Services provided
after the Final Service Date.
	 
	 	28.02	 	Continuation of Services. At Ascension Health’s request, Accretive shall also
continue to provide some or all of the Services for up to one (1) year following the
expiration or termination of the MSA at the rate of [**]% of the then-applicable Base
Fees applicable to the Services provided.





Article 29. EXIT PLAN





	 	29.01	 	Upon receipt of an expiration or termination notice of this MSA or an
Affiliate Schedule or termination of this MSA or any Affiliate Schedule for any reason:






	 	29.01.01	 	Accretive shall provide the Termination Assistance Services in accordance
with Article 28;
	 
	 	29.01.02	 	If the MSA or an Affiliate Schedule is terminated by Ascension Health for
cause, pursuant to Section 27.01, or pursuant to Section 27.03, then:





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	 	29.01.02.01	 	Accretive shall assign and transfer to Ascension Health or
one or more Affiliates, at [**], all Accretive Machines and other
physical assets owned by Accretive and used at the terminated
Affiliate(s) in performing the Services.
	 
	 	29.01.02.02	 	Accretive shall grant to Affiliate a license or sublicense
to use and maintain for its and the
terminated Affiliates internal business purposes, the
Accretive Software and Accretive Tools for a license fee payable by Affiliate equal to
[**].
	 
	 	29.01.02.03	 	Affiliate shall relinquish any right to receive any
Performance Guaranty payment to which it might be entitled at the
time of the Termination.






	 	29.01.03	 	If the MSA or an Affiliate Schedule is terminated for any reason other than
as set forth in Section 29.02.02:






	 	29.01.03.01	 	Accretive shall assign and transfer to Ascension Health or
one or more of the Affiliates all Accretive Machines and other
physical assets owned by Accretive and used at the terminated
Affiliate(s) in performing the Services and Ascension Health shall
pay Accretive the [**] of such Accretive Machines and physical assets so transferred on the date
of transfer. [**] shall be mutually determined by Ascension Health
and Accretive and if they cannot agree within forty (45) days, then
by an independent appraiser to be mutually selected by Ascension
Health and Accretive.
	 
	 	29.01.03.02	 	Accretive shall grant to each Affiliate for whom Services
are being terminated a license or sublicense to use and maintain
for its and the terminated Affiliates internal business purposes,
the [**] payable by each Affiliate as set forth in Exhibit 3 subject
to a good faith review and adjustment by mutual agreement of Accretive and
Ascension Health [**] from the MSA Effective Date.






	 	29.01.04	 	The parties shall cooperate in the development and execution of an orderly
Exit Transition Plan which protects the right of each party to performance
through the Final Service Date, timely payment for Services and the protection
of its physical and intellectual property rights, subject to the provisions of
this MSA.
	 
	 	29.01.05	 	Upon Ascension Health’s request, Accretive shall transfer or assign to
Ascension Health or its designee any agreements applicable to Services being
provided to Ascension Health or Affiliates, on terms and conditions acceptable
to both parties (Accretive and Ascension Health) and subject to the payment by
Ascension Health of any





- 45 -









 





	 	 	 	transfer fee or nonrecurring charge imposed by the
applicable vendors.
	 
	 	29.01.06	 	Notwithstanding the prohibition of paragraph 33.03 below, Ascension Health
or the Affiliates may offer employment to Accretive Staff who perform Services
exclusively for Affiliates at the time of the issuance of the notice of
termination, other than the Key Accretive Staff. Accretive shall provide
reasonable assistance to facilitate the communication of these offers of
employment to its employees (e.g.,
providing names, resumes and other information reasonably requested by
Ascension Health to the extent permissible by law and any contract).
Accretive shall waive, any non-compete or other restrictive rights it
may have with respect to those employees.






	 	29.02	 	Bidding Assistance. Ascension Health may obtain offers for performance of
services similar to the Services following termination/expiration of the MSA. As
requested by Ascension Health, Accretive shall provide to Ascension Health such
information and other cooperation regarding Ascension Health’s operations as would be
reasonably necessary for a third party to prepare an informed, non-qualified offer for
such Services, and for a third party not to be disadvantaged compared to Accretive if
said third party supplier were to be invited by Ascension Health to submit a proposal.
The types of information and level of cooperation to be provided by Accretive pursuant
to this Item shall be no less than those initially provided by Ascension Health to
Accretive prior to commencement of the MSA.
	 
	 	29.03	 	Equitable Remedies. Accretive, Ascension Health and Affiliates acknowledge
that, in the event they breach (or attempt or threaten to breach) their obligations to
one another regarding the preparation and execution of an Exit Roll-Out Plan and to
provide termination/expiration assistance, they may be irreparably harmed. Under these
circumstances either party may proceed directly to court. If a court of competent
jurisdiction should find that a party has breached (or attempted or threatened to
breach) any obligations related to the preparation and execution of an Exit Roll-Out
Plan and termination/expiration assistance, each party agrees that, without any
additional findings of irreparable injury to injunctive relief, it shall not oppose the
entry of an appropriate order compelling performance by it and restraining it from any
further breaches (or attempted or threatened breaches). Each party shall have the
right to request that any injunctive relief be conditioned on contractual performance
by the other party.





Article 30. INDEMNITIES





	 	30.01	 	Indemnity by Affiliate. Affiliate shall indemnify Accretive and Accretive’s
Related Entities and their respective officers, directors, employees, agents,
successors, and assigns from, and defend the foregoing against, any Claim, liability or
expenses (including attorneys’ fees and expenses) asserted by a third party and arising
from the acts or omissions of Affiliate as follows:





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	 	30.01.01	 	That the Affiliate Software, or any other resources or items provided to
Accretive by the Affiliate, its employees, or Ascension Health Agents infringe
upon the proprietary rights of any third party (except to the extent such
infringements as may result from: (a) modifications by Accretive or Accretive
Agents, (b) breach of this MSA by Accretive, (c) Accretive’s failure to use any
new or corrected versions of any allegedly infringing item provided by
Affiliate, or (d) Accretive’s failure to adhere to any applicable license,
lease, or other agreement, or specifications or instructions of which it has
knowledge).
	 
	 	30.01.02	 	Relating to any duties or obligations of the Affiliate, its employees, or
agents accruing before the respective Affiliate Effective Date, or imposed on
Affiliate, its employees, or agents under this MSA and/or an Affiliate Schedule
at any time after the respective Affiliate Effective Date to a third party that
is not a Related Entity of Affiliate.
	 
	 	30.01.03	 	Occurring at an Affiliate Service Location if not caused by the acts or
omissions of Accretive.
	 
	 	30.01.04	 	Relating to Affiliate’s failure to obtain those Consents for which it is
responsible.
	 
	 	30.01.05	 	Caused by the material inaccuracy or untruthfulness of any representation
or warranty made by Affiliate under Section 25.01 of this MSA.
	 
	 	30.01.06	 	Relating to (a) a violation of Federal, state, or other laws or regulations
for the protection of persons or members of a protected class or category of
persons by Affiliate, its employees, or agents and (b) discrimination or
harassment by Affiliate, its employees, or agents, and (c) work-related injury
except as may be covered by Affiliate’s workers’ compensation or death caused
by Affiliate, its employees, or agents; and (d) any Claim of wrongful
termination or other employment related claim arising as a result of
Affiliate’s conduct; and (e) any claim of unfair labor practice, arbitrations,
breaches of collective bargaining agreements arising as a result of Affiliate’s
conduct.
	 
	 	30.01.07	 	Relating to violations by Affiliate of its obligations, representations and
warranties under this MSA which are not caused or directed by Accretive, or
which arise out of Accretive’s delivery of Services pursuant to the billing,
coding and collection policies, practices and procedures of Affiliate as of the
Affiliate Effective Date (except to the extent of Accretive’s negligence in
providing such Services), including costs, claims, liabilities, expenses,
penalties and other sanctions (including those arising as a result of a False
Claims Act and/or qui tarn action) arising from Accretive or Accretive Agent’s






- 47 -












 






	 	 	 	failure to comply with any law, regulation, authority, or contractual
obligations relating to the coding and billing of health care services
(including but not limited to any Federal Health Care Program services).






	 	30.01.08	 	Relating to any amounts, including taxes, interest, and penalties, assessed
against Accretive which are the obligations of Affiliate pursuant to Article
20.
	 
	 	30.01.09	 	Relating to any Claim by, on behalf of, or related to the Contract
Employees arising out of, related to, or in anyway connected with their
employment prior to the Affiliate Effective Date.
	 
	 	30.01.10	 	Relating to any Claim arising as a result of any action or failure to act
by Affiliate pursuant to Section 5.05.
	 
	 	30.01.11	 	Affiliate shall indemnify Accretive from any reasonable costs and expenses
(excluding reasonable attorney’s fees) incurred in connection with the
enforcement of this Section 30.01 against Affiliate.
	 
	 	30.01.12	 	Affiliates obligations under this Section 30.01 shall be capped at $25
million dollars.






	 	30.02	 	Indemnity by Accretive. Accretive shall indemnify Ascension Health,
Affiliates and their Related Entities and their respective officers, directors,
employees, agents, successors, and assigns from, and defend the foregoing against, any
Claim, liability or expenses (including attorneys’ fees and expenses) asserted by a
third party that is not a Related Entity of Accretive:






	 	30.02.01	 	That the Services, the Accretive Software, any modifications to Affiliate
Software performed by Accretive, its employees, Accretive Staff, or Accretive
Agents or any other resources or items provided to an Affiliate by Accretive,
its employees, or Accretive Agents infringe upon the proprietary rights of any
third party (except to the extent such infringements as may result from: (a)
modifications by Affiliate or Ascension Health Agents other than those
authorized or required by Accretive, (b) breach of this MSA by Ascension Health
or the Affiliate, (c) an Affiliate’s failure to use any new or corrected
versions of any allegedly infringing item provided by Accretive, provided the
Affiliate is notified that use of such new or corrected version is necessary to
avoid infringement, or (d) an Affiliate’s failure to adhere to any license,
lease, or other agreement or specifications or instructions of which it has
knowledge).
	 
	 	30.02.02	 	In respect of Services provided out of shared facilities by Accretive,
Accretive Staff, or agents to a third party not caused by Ascension Health or
an Affiliate.




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	 	30.02.03	 	Relating to any duties or obligations of Accretive, its employees,
Accretive Staff, or agents accruing after the respective Affiliate Effective
Date in respect of any subcontractor of Accretive.
	 
	 	30.02.04	 	Caused by the material inaccuracy or untruthfulness of any representation
or warranty made by Accretive, its employees, or Accretive Agents under Section
25.02 of this MSA.
	 
	 	30.02.05	 	Relating to Accretive’s failure to obtain the Consents for which it is
responsible.
	 
	 	30.02.06	 	Relating to (a) a violation of Federal, state, or other laws or regulations
for the protection of persons or members of a protected
class or category of persons by Accretive, its employees, Accretive
Staff, or agents, (b) discrimination or harassment by Accretive, its
employees, Accretive Staff, or agents, and (c) work-related injury
except as may be covered by Accretive’s workers’ compensation or death
caused by Accretive, its employees, Accretive Staff, or Accretive
Agents; (d) any Claim of wrongful termination arising as a result of
Accretive’s conduct; and (e) any claim of unfair labor practice,
arbitrations, breaches of collective bargaining agreements arising as a
result of Accretive’s conduct.
	 
	 	30.02.07	 	Relating to any amounts including taxes, interest, and penalties assessed
against Ascension Health or an Affiliate which are obligations of Accretive
pursuant to Article 20.
	 
	 	30.02.08	 	Relating to violations by Accretive of its obligations which are not caused
or directed by Affiliate, including costs, claims, liabilities, expenses,
penalties and other sanctions (including those arising as a result of a False
Claims Act and/or qui tarn action) arising from failure of Accretive, Accretive
Staff or Accretive Agents to comply with any law, regulation, authority, or
contractual obligations relating to the coding and billing of health care
services (including but not limited to any Federal Health Care Program
services).
	 
	 	30.02.09	 	Accretive shall indemnify Ascension Health or an Affiliate from any
reasonable costs and expenses (excluding attorney’s fees) incurred in
connection with the enforcement of this Section 30.02.
	 
	 	30.02.10	 	Accretive’s obligations under this Section 30.02
shall be capped at $25 million dollars.






	 	30.03	 	Indemnity by Ascension Health. Ascension Health shall indemnify Accretive and
Accretive’s Related Entities and their respective officers, directors, employees,
agents, successors, and assigns from, and defend the foregoing against, any Claim,
liability or expenses (including attorneys’ fees and expenses) asserted by a third
party and arising from the acts or omissions of Ascension Health as follows:




- 49 -









 












	 	30.03.01	 	Relating to any duties or obligations of Ascension Health, its employees,
or agents accruing either before the MSA Effective Date imposed on Ascension
Health, its employees or agents under this MSA, or at any time after the MSA
Effective Date to a third party that is not a Related Entity of Ascension
Health.
	 
	 	30.03.02	 	Caused by the material inaccuracy or untruthfulness of any representation
or warranty made by Ascension Health under Section 25.03 of this MSA.
	 
	 	30.03.03	 	Relating to (a) a violation of Federal, state, or other laws or regulations
for the protection of persons or members of a protected class or category of
persons by Ascension Health, its employees, or
agents and or (b) discrimination or harassment by Ascension Health, its
employees, or agents.
	 
	 	30.03.04	 	Relating to violations by Ascension Health of its obligations under this
Agreement which are not caused or directed by Accretive, including costs,
claims, liabilities, expenses, penalties and other sanctions (including those
arising as a result of a False Claims Act and/or qui tarn action) arising from
failure of Ascension Health to comply with any law, regulation, authority, or
contractual obligations relating to the coding and billing of health care
services (including but not limited to any Federal Health Care Program
services).
	 
	 	30.03.05	 	Ascension Health shall indemnify Accretive from any reasonable costs and
expenses (excluding attorney’s fees) incurred in connection with the
enforcement of this Section 30.03 against Ascension Health.
	 
	 	30.03.06	 	Ascension Health’s obligations under this Section 30.03 shall be capped at
$25 million dollars.






	 	30.04	 	Indemnification Procedures. If any Claim is commenced against an indemnified
party (hereinafter “Indemnified Party”), notice thereof shall be given to the
indemnifying party (hereinafter Indemnifying Party”) as promptly as practicable. After
such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified
Party that this MSA applies with respect to such Claim, then the Indemnifying Party
shall be entitled, if it so elects, in a notice delivered to the Indemnified Party not
less than thirty (30) days prior to the date on which a response to such Claim is due,
to immediately take control of the defense and investigation of such Claim and to
employ and engage attorneys subject to the approval of Indemnified Party, which shall
not be unreasonably withheld, to handle and defend the same, at the Indemnifying
Party’s sole cost and expense. The indemnifying party agrees to consult with the
Indemnified Party regarding the defense of the claim and the Indemnified Party shall
cooperate in all reasonable respects with the Indemnifying Party and its attorneys in
the investigation, trial, and defense of such Claim and any appeal arising there from;
provided, however, that the Indemnified Party may, at its own cost and expense,




- 50 -









 












	 	 	 	participate, through its attorneys or otherwise, in such investigation, trial, and
defense of such Claim and any appeal arising therefrom. No settlement of a Claim that
involves a remedy other than the payment of money by the Indemnifying Party shall be
entered into without the consent of the Indemnified Party which shall not be
unreasonably withheld. After notice by the Indemnifying Party to the Indemnified Party
of its election to assume full control of the defense of any such Claim, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses
incurred thereafter by such Indemnified Party in connection with the defense of that
Claim. If the Indemnifying Party does not assume full control over the defense of a
Claim subject to such defense as provided in this Section 30.04, the Indemnifying Party
may participate in such defense, at its sole cost and expense, and the Indemnified
Party shall have the
right to defend the Claim in such manner as it may deem appropriate, at the cost and
expense of the Indemnifying Party.
	 
	 	30.05	 	Any Indemnified Party shall have the right to demand that any Indemnifying
Party provide reasonable assurance that the Indemnifying Party is able to meet its
financial obligations pursuant to these Indemnities including the ability to fund
promptly at least $1,000,000 in indemnified claims.





Article 31. DAMAGES





	 	31.01	 	Direct Damages. Ascension Health, Affiliates and Accretive shall be liable to
the other party for any direct damages arising out of or relating to its performance
under this MSA or any Affiliate Schedule. The following shall be considered direct
damages and no party shall assert that they are Consequential Damages (as defined in
Section 31.02):






	 	31.01.01	 	Commercially reasonable costs of recreating or reloading a party’s
information which is lost or damaged as a result of a party’s breach of its
obligations under this MSA;
	 
	 	31.01.02	 	Commercially reasonable costs of implementing a work around in respect of a
failure to provide all or a portion of the Services or any part thereof;
	 
	 	31.01.03	 	Commercially reasonable costs of replacing lost or damaged equipment,
software and materials;
	 
	 	31.01.04	 	Payments or penalties imposed by a regulatory agency for a party’s failure
to comply with deadlines which is not the result of a Force Majeure Event;
	 
	 	31.01.05	 	Claims, liabilities, expenses, penalties and other sanctions (including
those arising as a result of a False Claims Act and/or qui tarn action) or
commercially reasonable costs as a result of a party’s failure to comply with
any law, regulation, authority, or contractual obligations relating to the
coding and/or billing of health care services including




- 51 -









 












	 	 	 	but not limited to any Federal Health Care Program services which is not the result of a Force Majeure
Event.






	 	31.02	 	Consequential Damages. Neither Ascension Health, Affiliate nor Accretive
shall be liable for, nor will the measure of damages include, any Consequential Damages
arising out of or relating to its performance under this MSA or any Affiliate Schedule,
except as provided in Section 4.03 relating to the public relations cost resulting from
disruption of Affiliate’s operations. For purposes of this Agreement, Consequential
Damages shall mean any indirect, incidental, special or consequential damages or
amounts , including, as to Accretive, loss of income, or, as to the parties, for loss
of profits, or savings arising out of or relating to Ascension Health’s, Affiliate’s or
Accretive’s performance under this MSA, but excluding all Fees.
	 
	 	31.03	 	Exclusions. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS ARTICLE 31, IN NO
EVENT WILL ANY PARTY BE LIABLE FOR PUNITIVE OR EXEMPLARY DAMAGES UNLESS ASSESSED
PURSUANT TO SECTION 31.01.05.





Article 32. INSURANCE





	 	32.01	 	Insurance. During the Master Term, Accretive shall maintain at its own
expense, insurance of the type and in the amounts specified below;






	 	32.01.01	 	statutory workers’ compensation in accordance with all Federal, state, and
local requirements, and employer liability in an amount not less than
$1,000,000 per
occurrence:
	 
	 	32.01.02	 	commercial general liability (including contractual liability insurance) in
an amount not less than $[**] per occurrence;
	 
	 	32.01.03	 	comprehensive automobile liability covering all vehicles that Accretive
owns, hires, or leases in an amount not less than $1,000,000 per accident (combined
single limit for bodily injury and property damages);
	 
	 	32.01.04	 	umbrella excess liability applying above the employer’s liability,
commercial general liability and comprehensive automobile liability described
above in an amount not less than $[**] per occurrence/accident.






	 	32.02	 	During the Master Term, Ascension Health and or Affiliates shall maintain at
their own expense, insurance or self-insurance of the type and in the amounts specified
below:






	 	32.02.01	 	statutory workers’ compensation in accordance with all Federal, state, and
local requirements, and employers liability in an amount not less
than $1,000,000 per occurrence;





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	 	32.02.02	 	commercial general liability (including contractual liability insurance) in
an amount not less than $[**] per occurrence;
	 
	 	32.02.03	 	comprehensive automobile liability covering all vehicles that Ascension
Health or Affiliate owns, hires, or leases in an amount not less than $1,000,000 per
accident (combined single limit for bodily injury and property damages);
	 
	 	32.02.04	 	umbrella excess liability applying above the employer’s liability,
commercial general liability and comprehensive automobile liability described
above in an amount not less than $[**] per occurrence/accident.






	 	32.03	 	Insurance Documentation. Each party shall furnish to the other party
certificates of insurance or other appropriate documentation (including evidence of
renewal of insurance) evidencing all coverage referenced above in Section 32.01 and
32.02 and naming the other party as an additional insured to the extent available on a
commercially reasonable basis. Such certificates or other documentation will include a
provision whereby thirty (30) days’ notice must be received by the additionally insured
party prior to coverage cancellation of the coverage by either the insuring party or
the applicable insurer. Such cancellation shall not relieve the insuring party of its
continuing obligation to maintain insurance coverage in accordance with this Article
32.
	 
	 	32.04	 	Accretive shall require each of its subcontractors to maintain at their own
expense insurance of the types and in amounts commensurate with the scope of services
to be performed, as determined by Accretive.
	 
	 	32.05	 	Each party shall be responsible for insuring the personal property which is in
its care, custody or control and shall effect waivers of subrogation against the other
party, its Related Entities, agents, and subcontractors and their employees. Each
party shall assume all risk of loss or damage to the property which is in its care,
custody, or control even if caused by the act or omission, including a negligent act or
omission, of the other party, its Related Parties, agents and subcontractors and their
employees.
	 
	 	32.06	 	Any insurance provided on a claims-made basis shall apply a retroactive date
that precedes the Master Effective Date or the provision of Services. An extended
reporting period must be purchased if the retroactive date is advanced or if the
coverage is terminated and not replaced by another claims-made policy with the same
retroactive date.





Article 33. MISCELLANEOUS PROVISIONS





	 	33.01	 	Ethical and Religious Directives. Accretive acknowledges that Ascension
Health and each Affiliate conduct their operations in a manner consistent with the
Ethical and Religious Directives for Catholic Health Care Services as promulgated by
the United States Conference of Catholic Bishops, Washington D.C., of the Roman
Catholic Church or its successor. While performing Services pursuant to the




- 53 -









 












	 	 	 	MSA, Accretive shall provide Services in accordance with the Ethical and Religious
Directives. Disputes regarding violation of this Section 33.01 shall not be subject to
the arbitration provisions of Section 26.03, but rather shall be decided by a Catholic
ethicist to be mutually selected by the Ascension Health and Accretive.
	 
	 	33.02	 	Corporate Responsibility. Accretive, Ascension Health and each of the
Affiliates have in place Corporate Responsibility Programs (“Programs”) which have as
their goal to ensure that they comply with federal, state and local laws and
regulations. The Programs focus on risk management, the promotion of good corporate
citizenship, including a commitment to uphold a high standard of ethical and legal
business practices, and the prevention of misconduct. The
parties acknowledge one another’s commitment to corporate responsibility and this
MSA shall be interpreted and fulfilled consistent with the policies enumerated in
their respective Programs. The parties agree to mutually cooperate with one another
to assure that the objective of their respective Programs are met. The parties each
agree to immediately notify one another’s corporate responsibility officer of (i)
any and all possible instances of non-compliance on the part of the other party or
any of its employees or agents of which the parties are aware, or (ii) any subpoena
or other request for information or documents relative to the Services rendered
hereunder. The parties agree to conduct their business transactions with one
another in accordance with principles of good corporate citizenship and a high
standard of ethical and legal business practices.
	 
	 	33.03	 	Solicitation of Employees. During the Master Term, and for a [**] period
following the Final Service Date, Accretive, Ascension Health and Affiliates shall be
prohibited from soliciting, recruiting or employing the employees of the other without
the consent of the employee’s then current employer during the employee’s term of
employment and for a period of [**] following the employee’s final service date and
subject to the provisions of Paragraph 29.01.06.
	 
	 	33.04	 	Assignment. Neither party to this MSA may assign the MSA without the consent
of the other party to the MSA. An Affiliate may not assign its respective Affiliate
Schedule without the written consent of Accretive and Ascension Health. Upon notice to
Accretive, Ascension Health may assign this MSA without consent to any affiliate or
subsidiary in an assignment in which the assignor assigns substantially all of its
assets and operating control (including a change in sponsorship) or upon a sale of all
or substantially all of the assets of the assignor. Upon notice to Ascension Health,
Accretive may assign this MSA without consent to any affiliate or subsidiary in an
assignment in which the assignor assigns substantially all of its assets and operating
control or upon a sale of all or substantially all of the assets of the assignor.
Except with regard to the preceding sentence, no assignment shall relieve the assignor
or any other party of its obligations under this MSA including each Affiliate Schedule
shall continue to be binding on the parties and their respective successors and
permitted assigns. Any assignment in violation of this Section 33.04 shall be void.




- 54 -









 












	 	33.05	 	Notices. Except as otherwise specified in this MSA or an Affiliate Schedule,
all notices, requests, consents, approvals, and other communications required or
permitted under this MSA shall be in writing and shall be sent by United States mail in
a form which requires a, return receipt or nationally recognized courier service such
as Federal Express with the capacity to verify receipt of delivery on the date such
notice is received to the address specified below:






	 	33.05.01	 	In the case of Ascension Health:





	 	 	 
	 

	 	Anthony Speranzo

Senior Vice President and Chief Financial Officer

Ascension Health

4600 Edmundson Road

St. Louis, Missouri 63134
	 
	 	 
	with a copy to:

	 	Joseph R. Impicciche

Senior Vice President and General Counsel

4600 Edmundson Road

St. Louis, Missouri 63134







	 	33.05.02	 	In the case of Accretive:





	 	 	 
	 

	 	Mary Tolan

Founder and Chief Executive Officer

401 N. Michigan Avenue

Suite 2700

Chicago, IL 60611
	 
	 	 
	with a copy to:

	 	Greg Kazarian

Senior Vice President and General Counsel

401 N. Michigan Avenue

Suite 2700

Chicago, IL 60611







	 	 	 	Either party may, by notice to the addresses above, change its address, or the
parties to be notified under this provision. Notices shall be effective upon
receipt in the case of notices given by courier, and five (5) days after deposit in
the United States mail, properly addressed and postpaid in the case of mail.
	 
	 	33.06	 	Counterparts. This MSA and each Affiliate Schedule may be executed in any
number of counterparts, all of which taken together shall constitute one single
agreement between the parties.
	 
	 	33.07	 	Relationship. The parties intend to create an independent contractor
relationship and nothing contained in this MSA or any Affiliate Schedule shall be
construed to make either Accretive, Ascension Health or any Affiliate partners, joint
venturers, principals, agents, or employees of the other. No officer, director,
employee, agent, affiliate, or contractor retained by Accretive to perform work on
Affiliate’s behalf hereunder shall be deemed to be an employee, agent, or contractor of




- 55 -









 












	 	 	 	Affiliate. Accretive shall not have any right, power, or authority, express or
implied, to bind Ascension Health or an Affiliate. Neither Ascension Health nor an
Affiliate shall have any right, power, or authority, express or implied, to bind
Accretive.
	 
	 	33.08	 	Consents, Approvals, Notices and Requests. Unless otherwise specified in this
MSA or the applicable Affiliate Schedule, all consents, approvals, notices, and
requests, acceptances or similar actions to be given by either party under this MSA
shall not be unreasonably withheld or delayed and each party shall make only reasonable
requests under this MSA.
	 
	 	33.09	 	Severability. If any provision of this MSA (other than a term or provision
relating to any payment obligation) is held by a court of competent jurisdiction to be
contrary to law, then the remaining provisions of this MSA or the application of such
provision to persons or circumstances other than those as to which it is invalid or
unenforceable shall not be affected thereby, and each such provision of this MSA shall
be valid and enforceable to the extent granted by law. Notwithstanding this provision,
if the severance and removal of the provision(s) deemed to be contrary to law
frustrates the purpose of this MSA, or either party’s ability to perform under this
MSA, than that party shall have the right to terminate this MSA for Good Reason.
	 
	 	33.10	 	Waiver. No delay or omission by any party to exercise any right or power it
has under this MSA or any Affiliate Schedule shall impair or be construed as a waiver
of such right or power. A waiver by any party of any breach or covenant shall not be
construed to be a waiver of any succeeding breach or any other covenant. All waivers
must be in writing and signed by the party waiving its rights.
	 
	 	33.11	 	Publicity. No party shall use another party’s name or refer to the other
party directly or indirectly in any media release, public announcement, or public
disclosure relating to this MSA or any Affiliate Schedule or their subject matter,
including in any promotional or marketing materials, customer lists or business
presentations without consent from the other party for each such use or release. No
party may use any trademark or service mark of the other party without that party’s
consent which shall be given in its sole discretion. Nothing in this Agreement shall
be construed to prevent the parties from entering into any separate agreement with
respect to the use of the Ascension Health name, trademark or service mark.
	 
	 	33.12	 	Entire Agreement. This MSA including each of the Affiliate Schedules, which
are hereby incorporated by reference into this MSA, is the entire agreement between the
parties with respect to its subject matter, and there are no other representations,
understandings, or agreements between the parties relative to such subject matter.
	 
	 	33.13	 	Amendments. No amendment to, or change, waiver, or discharge of, any
provision of this MSA including any Affiliate Schedule shall be valid unless in




- 56 -









 












	 	 	 	writing and signed by an authorized representative of the party against which such amendment,
change, waiver, or discharge is sought to be enforced.
	 
	 	33.14	 	Governing Law. This MSA including each of the Affiliate Schedules shall be
interpreted in accordance with and governed by the internal laws of State of Missouri
excluding its conflict of laws rules.
	 
	 	33.15	 	Jurisdiction. Each party irrevocably accepts and submits to the jurisdiction
of the courts in Missouri, Illinois and any state in which an Affiliate Service
Location is located, in personam, generally and unconditionally with respect to any
action, suit, or proceeding brought by it or against it by the other party. THE
PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY. THE
SUBSTANCE OF THIS PROVISION SHALL BE INCLUDED IN EACH AFFILIATE SCHEDULE AND SHALL
BIND EACH AFFILIATE.
	 
	 	33.16	 	Survival. The terms of Articles 14, 22, 23, 24, 25, 28, 29, 30, 31 and
Sections 15.01, 32.06, 33.03, 33.05 33.09, 33.10, 33.14, 33.15, 33.17, and this Section
33.16, and any other provision which by its context or nature should survive shall
survive the expiration or termination of this MSA and any Affiliate Schedule in whole
or in part for any reason.
	 
	 	33.17	 	Third Party Beneficiaries. Each party intends that this MSA and each
Affiliate Schedule shall not benefit, or create any right or cause of action in or on
behalf of, any person or entity other than Ascension Health, the respective Affiliate
or Accretive.
	 
	 	33.18	 	Acknowledgment. Ascension Health, Affiliates and Accretive each acknowledge
that the limitations and exclusions contained in this MSA have been the subject of
active and complete negotiation between the parties and represent the parties’
agreement based upon the level of risk to Ascension Health, Affiliates and Accretive
associated with their respective obligations under this MSA and the payments to be made
to Accretive and credits to be issued to Affiliate pursuant to this MSA. The parties
agree that the terms and conditions of this MSA and the Affiliate Schedules shall not
be construed in favor of or against any party by reason of the extent to which any
party or its professional advisors participated in the preparation of this MSA and the
Affiliate Schedules.
	 
	 	33.19	 	Injunctive Relief. The parties acknowledge and agree that a breach of Article
14 and Article 24 may give rise to irreparable injury that is not adequately
compensable in damages. Accordingly, either party may seek injunctive relief against
the breach or threatened breach of Article 14 and Article 24 in addition to any such
legal and equitable remedies available.






	 	 	 	[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






- 57 -












 




     IN WITNESS WHEREOF, each of Ascension Health and Accretive have each caused this MSA to be
signed and delivered by its duly authorized representative.



	 	 	 	 	 	 	 	 	 	 	 
	ASCENSION HEALTH	 	HEALTHCARE SERVICES, INC. d/b/a
	 

	 	 	 	ACCRETIVE HEALTH
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Anthony J. Speranzo
	 	By:
	 	/s/ Mary Tolan	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





 










 






TABLE OF EXHIBITS




	 	 	 
	1.

	 	Accretive Service Locations
	2.

	 	Form of Affiliate Schedule
	3.

	 	Operating Protocols
	4.

	 	Termination License Fees
	5.

	 	Business Associate Agreement






 









 








 

Exhibit 1

Accretive Service Locations
 





Accretive
Health – Corporate

401 N. Michigan Avenue

27th Floor Chicago, IL 60611




Accretive Health

Financial Clearance Center and

Medical Financial Solutions

229 North Rose

Kalamazoo, MI 49007




Accretive Health Medicaid Eligibility Hub

660 Woodward Avenue, Suite 1442

Detroit, Michigan 48226




Accretive Health

BP Modeling

2811 Wintergreen Drive

Cape Girardeau, MO 63701




Accretive Health

Underpayment

725 N. Highway A1A

Jupiter, FL 33477




Accretive Health India Operations

Location 1 –

Underpayments, Best Possible,

FCC Data Entry, Small Balance Team

301-306, Centrum Plaza,

Sector – 53,

Gurgaon, India - 122002




Location 2 –

Transcription, PFS,

FCC Payor Follow-up

C-110, Sector – 63

Noida, India - 201307






			
	Exhibit 1 – Ascension MSA
	 	1/1/09






 









 





 

Exhibit 2

Form of Affiliate Schedule
 





AFFILIATE SCHEDULE




FOR




[INSERT AFFILIATE NAME]




     This Affiliate Schedule dated as of [Date], by and among Health Care Services, Inc., a
Delaware corporation (“Accretive”), Ascension Health, a Missouri nonprofit corporation (“Ascension
Health”), and [____________], a [____________] corporation (“Affiliate”) supplements the
Master Services Agreement by and between Accretive and Ascension Health.



W I T N E S S E T H:




     WHEREAS, Ascension Health and Accretive have entered into a Master Services Agreement that
permits Affiliates to procure revenue cycle services from Accretive pursuant to Affiliate
Schedules;



     WHEREAS, Affiliate wishes to procure revenue cycle services from Accretive and Accretive
wishes to provide revenue cycle services to Affiliate on the terms and conditions set forth in the
Master Services Agreement and this Affiliate Schedule;



     NOW, THEREFORE, for valuable consideration, the receipt of which is acknowledged, Accretive,
Ascension Health, and Affiliate agree as follows:



Article 1. Definitions and Construction





	 	1.01	 	Definition. Unless otherwise defined herein, defined terms shall have the
meaning ascribed to them in the Master Services Agreement.
	 
	 	1.02	 	Construction and Interpretation. This Affiliate Schedule shall be construed
and interpreted as set forth in the Master Services Agreement.
	 
	 	1.03	 	Reference to Master Services Agreement. The “Master Services Agreement” means
that certain contract between Ascension Health and Accretive, dated November ___, 2007,
as has been or may be amended, modified, supplemented, revised, or restated by
Ascension Health and Accretive in the future. This Affiliate Schedule hereby
incorporates the Master Services Agreement as it currently exists and as may exist in
the future.
	 
	 	1.04	 	Changes. The Master Services Agreement and each of its provisions may be
amended, modified, supplemented, revised, or restated, as agreed by and between
Ascension Health and Accretive from time to time. Affiliate irrevocably agrees that
all of the foregoing and any waiver by Ascension Health shall be binding upon Affiliate
without any further agreement, consent or notice. Affiliate hereby




 









 






	 	 	 	irrevocably consents to Ascension Health acting on its behalf in such regard during the Affiliate
Term. This Affiliate Schedule may be amended as agreed by and among Affiliate,
Ascension Health, and Accretive from time to time.





Article 2. Services and Effective Date





	 	2.01	 	Services. Pursuant to the Master Services Agreement, Accretive shall provide
the Services to Affiliate for the Sites set forth in Appendix C. Accretive shall be
the exclusive provider of Services as defined in the Master Services Agreement.
Accretive agrees that it will not commence services outside the Standard Scope of
Services without written confirmation from the Affiliate Designated Sponsor, that
Accretive is authorized to proceed with the services. Notwithstanding this exclusivity, Affiliate shall have the option of utilizing a provider other than
Accretive to provide it with services limited to the areas of CDM Review and
Strategic Pricing provided that:






	 	(a)	 	Accretive is provided a fair opportunity to provide the
services on terms comparable to those being offered by the alternative
service provider;
	 
	 	(b)	 	The alternative service provider must be a focused
service provider in the particular area of services and can not be a firm
which competes directly with Accretive in the delivery of revenue cycle
services.
	 
	 	(c)	 	The work of the alternative service provider is
coordinated with the Accretive team to avoid overlap and assure
coordination of services.






	 	2.02	 	Affiliate Effective Date. The term of this Affiliate Schedule shall commence
on [____________] (such date the “Affiliate Effective Date”) and continue until the
expiration of the Affiliate Term.
	 
	 	2.03	 	Affiliate Environment Specifications. The particular specifications relating
to Affiliate’s environment and relevant to the provision of the Services are set forth
as follows:






	 	2.03.01	 	Those employees of Affiliate that are Contract Employees are set forth in
Appendix H. Those employees that will be leased from Affiliate by Accretive
and the reimbursement for each such employee to be paid by Accretive to
Affiliate (“Employee Lease Payments”) are set forth in Appendix H. This roster
shall be reviewed and adjusted on a monthly basis. Accretive shall pay to
Affiliate the Employee Lease Payments on or before the first day of each month.
	 
	 	2.03.02	 	Affiliate’s Affiliate Machines are set forth in Appendix A.
	 
	 	2.03.03	 	Affiliate’s Assigned Agreements are set forth in Appendix E.
	 
	 	2.03.04	 	Affiliate’s Retained Resource Agreements are set forth in Appendix F.




 









 












	 	2.03.05	 	The Accretive Service Locations from which Accretive will provide Services
to Affiliate are set forth on Appendix G. The monthly occupancy expenses for
which Accretive is to reimburse Affiliate are set forth in Appendix I
(“Occupancy Reimbursement Payment”). Accretive shall pay to Affiliate the
Occupancy Reimbursement Payment on or before the first day of each month. The
Occupancy Reimbursement Payment shall be adjusted by a percentage equal to
INFLATOR on each anniversary of the Affiliate Effective Date.
	 
	 	2.03.06	 	The Affiliate Service Locations from which Accretive will provide Services
to Affiliate are set forth on Appendix B.
	 
	 	2.03.07	 	The Affiliate Roll-Out plan is set forth on Appendix K.





Article 3. Fees





	 	3.01	 	Fees. The Base Fee and Management and Technology Fee payable by Affiliate as
established by the Base Case as set forth in Appendix D and pursuant to the Operating
Protocols are $[_________] and $_________, respectively.





Article 4. Dispute Resolution





	 	4.01	 	Consent to Process. All parties hereby consent to the Dispute Resolution
Procedures set forth in the Master Services Agreement. Furthermore, Affiliate
acknowledges and consents that it will institute all claims as between Affiliate and
Accretive, through and in the name of Ascension Health, subject to the qualifications
and rights set forth in the Master Services Agreement.





Article 5. Additional Provisions





	 	5.01	 	Right to Consultation. In the event that Accretive elects to consider
delivering services to a client in close proximity to Affiliate which is identified by
Affiliate as a competitor on Appendix J, Accretive agrees to consult with Affiliate
before undertaking such a relationship.




 









 











	 	 	 
	 
	 	 
	ACCRETIVE

	 	ASCENSION HEALTH
	 
	 	 
	 
	 	 
	 

	 	 
	Signature

	 	Signature
	 
	 	 
	 
	 	 
	 

	 	 
	Printed Name and Title

	 	Printed Name and Title
	 
	 	 
	 
	 	 
	 

	 	 
	Date

	 	Date
	 
	 	 
	 
	 	 
	AFFILIATE
	 	 
	 
	 	 
	 
	 	 
	 

Signature

	 	 
	 
	 	 
	 
	 	 
	 

Printed Name and Title

	 	 
	 
	 	 
	 
	 	 
	 

Date

	 	 







 











 





Table of Appendices




	 	 	 	 
	A	 	 	Affiliate Machines

	B	 	 	Affiliate Service Locations

	C	 	 	Sites

	D	 	 	Base Case

	E	 	 	Assigned Agreements

	F	 	 	Retained Resource Agreements

	G	 	 	Accretive Service Locations

	H	 	 	Contract Employees

	1	 	 	Reimbursement for Occupancy Expenses

	J	 	 	Affiliate Competitors

	K	 	 	Roll-Out Plan

	L	 	 	Form Designation as Attorney in Fact







 









 






Appendix L




Form of Designation as Attorney in Fact




STATE OF                             )




                                                )      SS:




COUNTY OF                         )




     KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby make, constitute and appoint
Healthcare Services, Inc. (d/b/a Accretive Health) (hereinafter “Accretive”) of Cook County,
Illinois, as attorney-in-fact for the benefit of the undersigned, and in its name, place and stead
for the following purposes:




To act as processing agent for the undersigned in submitting the undersigned’s
medical assistance claims for the purpose of reimbursement under the state’s medical
assistance program.




To act as the undersigned’s authorized agent for purposes of signing on behalf of
the undersigned any required certification statement in connection with the
submission of medical claims.




To act as processing agent for the undersigned in submitting the undersigned’s
medical claims to third party payors, including but not limited to Medicare,
Medicaid, and any and all third party payors for covered health care services,
items, and supplies provided by the undersigned, for the purpose of reimbursement.




To deposit funds received from third party payors, including those classified as
self pay into accounts controlled by, or in the name of the undersigned.



     It is acknowledged that this Power of Attorney does not authorize Accretive to receive and
negotiate checks or other remuneration in its own name that are otherwise due or payable to the
undersigned. It is further expressly acknowledged and recognized that the granting of this Power
of Attorney in no way limits or discharges the ultimate responsibility and liability of the
undersigned for the truthfulness and accuracy of any and all information provided to Accretive for
submission ‘on on behalf of the undersigned. This Power of Attorney is not intended to, shall not
be construed to, and expressly does not authorize the Accretive to sign, certify, file, or
otherwise submit, on behalf of the undersigned, any claim, statement, request for reimbursement, or
other document, or information that Accretive knows or would know is not, in all respects, true and
accurate. In the event that the Accretive submits any claims, certification, statement, request
for document on behalf of the undersigned that it knows to be false or inaccurate, it is understood
and agreed that such action by Accretive is completely unauthorized by the undersigned.



     This Power of Attorney shall automatically terminate upon the termination of the Affiliate
Schedule entered into between Accretive and the undersigned on                     , 200___. Upon termination of
the Affiliate Schedule Accretive shall promptly notify all parties which it has provided with this
Power of Attorney that the Power of Attorney has been terminated.



 









 





	 	 	 	 	 	 	 
	 

	 	                    
	 	(Affiliate)
	 	                    
	 
	 
	 	 	 	 	 	 








	 	 	 	 	 
	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 
	 

	 	Its:	 	 	 	 
	 	 	 	 





 









 






 

Exhibit 3

Operating Protocols

 





EXHIBIT 3: OPERATING PROTOCOLS




In support of the




Amended and Restated Master Services Agreement




by and between




Healthcare Services, Inc. d/b/a Accretive Health




and




Ascension Health




as of December 13, 2007




Revised: March 20, 2009




 









 




Confidential

Revised: 3/20/09




Operating Protocol Overview



The Operating Protocols were developed jointly by Accretive Health and Ascension Health to support
key operational aspects of the contractual relationship governed by the Master Services Agreement.




Table of Contents




	 	 	 	 	 
	PROTOCOL	 	PAGE#	 	MSA REFERENCE
	Standard Scope of Services
	 	3	 	Par. 3.02
	 
	 	 	 	 
	Affiliate Roll Out Plan
	 	4	 	Par. 4.01
	 
	 	 	 	 
	Protocol for Adjustment of Employee Roster
and Compensation
	 	5	 	Par 5.03
	 
	 	 	 	 
	Affiliate Target Service Levels
	 	6	 	Par 7.01.04, 10.01
	 
	 	 	 	 
	Base Fee Methodology
	 	7	 	Par 18.02
	 
	 	 	 	 
	Determination of Revenue Improvement
	 	12	 	Par 18.05, 19.02
	 
	 	 	 	 
	Measurement for Performance
Improvement Not Captured by
Revenue Improvement
	 	21	 	Par. 18.05, 19.02
	 
	 	 	 	 
	Measurement Procedures
	 	23	 	Articles 18 & 19
	 
	 	 	 	 
	Performance Guaranty
	 	25	 	Par. 19.06
	 
	 	 	 	 
	Dormant Receivable Collections
	 	27	 	Par. 18.8
	 
	 	 	 	 
	Shared Service Blended Shore Operating Model
	 	29	 	Par. 21.01
	 
	 	 	 	 
	Mechanism for Determining and Sharing Cost
Savings
	 	31	 	Par. 21.01 (c)
	 
	 	 	 	 
	Cost Savings Projections and [**]
	 	38	 	Par 21.03
	 
	 	 	 	 
	IT Access
	 	41	 	n/a





Given the complex and fluid nature of certain aspects of the operating model (e.g. measurement of
benefit) the Operating Protocols may revised as often as necessary by mutual agreement of the
parties. Similarly, exceptions or adjustments to the Operating Protocols may be made at the
Affiliate level as appropriate and mutually agreed to by the parties. Issues that can not be
resolved by mutual agreement will be elevated to the Joint Review Board for resolution as outlined
in paragraph 26.01 of the Master Services Agreement.




2








 








Confidential

Revised: 3/20/09




 





Standard of Scope of Services

 




The Services shall include the following functional areas:





	 	•	 	scheduling
	 
	 	•	 	on-site processes of pre-registration
	 
	 	•	 	eligibility verification
	 
	 	•	 	registration
	 
	 	•	 	authorization
	 
	 	•	 	admitting
	 
	 	•	 	coding
	 
	 	•	 	transcription
	 
	 	•	 	record retention
	 
	 	•	 	chart analysis and assembly
	 
	 	•	 	billing
	 
	 	•	 	secondary billing
	 
	 	•	 	underpayment review
	 
	 	•	 	denial management
	 
	 	•	 	third party collections and self pay follow-up
	 
	 	•	 	charge description master maintenance
	 
	 	•	 	collection of dormant receivables
	 
	 	•	 	lost charges/charge capture
	 
	 	•	 	Finance and managed care analytical support as appropriate to support general
operations




From January 2008 forward, the following additional functions shall be considered Services and be
provided as necessary and agreed upon in writing by the respective Affiliates:





	 	•	 	Clinical documentation improvement
	 
	 	•	 	Managed care contract negotiation
	 
	 	•	 	CDM review
	 
	 	•	 	Strategic pricing




3









 











Confidential

Revised: 3/20/09




 





Affiliate Roll-Out Plan




 




A roll-out plan will be developed for each Affiliate prior to the Affiliate Effective Date.
Affiliate will review Roll-Out Plan and approve in writing prior to commencement of services. Such
Roll-out Plan will, at a minimum, include the following key components:





	A.	 	Time Frame: The Roll-out Plan will specify the date for the commencement of Services at the
Affiliate and will address activities to be undertaken by each party during the first three
months of the Services.
	 
	B.	 	Schedule of Leadership and Associate Communication Initiatives
	 
	C.	 	Schedule of Management and Staff Training and Development
	 
	D.	 	Prioritization and implementation plan for key process/technology initiatives which includes
key dates
	 
	E.	 	Identification of Resources required and available to execute the Roll-out Plan and
commencement of Services.
	 
	F.	 	Schedule for delivery of Affiliate financial data required to support the Best Possible
measurement process.
	 
	G.	 	Agreement on any Affiliate-specific Service Level Targets as may be appropriate
	 
	H.	 	Identification of Applicable Policies affecting Financial Assistance and Billing Practices
relating to the Uninsured.
	 
	I.	 	Protocol for System Access Requests
	 
	J.	 	Identification of Data Requests Necessary to Support Operations.




4









 











Confidential

Revised: 3/20/09




 





Protocol for Adjustment of Employee Roster and Compensation




 






	1.	 	As part of the start-up process for each Affiliate a roster of Contract Employees and their
associated compensation shall be established (the “Contract Employee Roster”) and shall become
part of the Affiliate Agreement as Appendix H.
	 
	2.	 	The Contract Employee Roster shall be reviewed semi-monthly (i.e. two times each month) by
the Accretive Site lead and the designee of Affiliate to assure the accuracy of the Contract
Employee invoice and payment.
	 
	3.	 	Changes to the Contract Employee Roster and the rates of compensation shall be communicated
on a timely basis as part of the review process discussed above.
	 
	4.	 	No later than thirty (30) days from the end of each quarter both parties will review and
acknowledge in writing any changes to the Employee Roster and/or associated rates of
compensation. Associated true ups will be carried forward to the next monthly billing cycle.




5









 











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Affiliate Target Service Levels




 




Accretive and Affiliate will establish specific Service Level Targets as may be appropriate to
ensure efficient revenue cycle operations. Affiliate Target Service Levels will be mutually agreed
by both parties, and documented in a manner and form consistent with the table below.







	 	 	 	 	 
	Function/Activity

	 	Measured By
	 	Target Service Level
	Scheduling
	 	 	 	 
	OP Scheduling

	 	7 CDEs	 	 
	OR Scheduling

	 	7 CDEs	 	 
	PBX

	 	Availability of Phone	 	 
	 
	 	 	 	 
	Case Management/Utilization Management
	 	 	 	 
	Re-certification

	 	Denials for request	 	 
	Pre-discharge denials/appeals

	 	Denial overturn	 	 
	 
	 	 	 	 
	Revenue Generation
	 	 	 	 
	Automated Charges

	 	Missing charges	 	 
	Manual Charges

	 	Missing charges	 	 
	Charge Error Corrections

	 	Missing charges	 	 
	Audit Corrections

	 	Missing charges	 	 
	Batch Report Rejects

	 	Missing charges	 	 
	Late Charge Generation

	 	Volume of late charges	 	 
	Charge Balancing

	 	Out of Balance	 	 
	Ancillary Charge Report

	 	Missing Charges	 	 
	Internal System Issues/Interfaces
(“systems out of sync”)

	 	Out of Balance	 	 
	 
	 	 	 	 
	Cash Processing/Logging
	 	 	 	 
	Bank Depostis - Patient Access Cash
(Front End)

	 	Deposit	 	 
	Bank Depostis - PFS Cash (Back End)

	 	Deposit	 	 
	Deposit Reconciliation

	 	Reconciliation	 	 
	Monthly bank Account Reconciliation

	 	Reconciliation	 	 
	 
	 	 	 	 
	Revenue Cycle Controls/Maintenance
	 	 	 	 
	Patient Day Reconciliation

	 	Census reconciliation	 	 
	 
	 	 	 	 
	Other-Facility
	 	 	 	 
	Month End Close

	 	EOM Reports	 	 
	General Ledger Entries

	 	EOM Reports	 	 
	Employee Lease Payment Determination

	 	Transfer Amount Sign-off	 	 
	 
	 	 	 	 
	Information Services and Technology
	 	 	 	 
	Core Revenue Cycle Systems (i.e. PAS,
billing system)

	 	 Minimum hours access per day	 	 







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Base Fee Methodology

 






	1.	 	Base Fee. It is anticipated that each Affiliate will pay Accretive a base fee amount
[**]. The parties will work collaboratively in an attempt to obtain accurate costs involved
at each Affiliate with regard to these Services
	 
	2.	 	The costs involved in the base fee are to include both Direct Cost (as more fully described in
Section 3 below) and Indirect Costs (as more fully described in Section 4 below), except where
their inclusion is not commercially practical.

	 
	3.	 	For purposes of this Section 2, direct cost means [**]. The Direct Costs include, but are not
limited to, the following direct expense categories:







	 	     	 	[**]






	4.	 	The Indirect Costs are costs incurred in support of revenue cycle functions [**]. These costs
include, but are not limited to, the following categories: [**]. These costs will be allocated to
the revenue cycle functions based on the amount of those costs consumed by the revenue cycle
function. [**] will be allocated on either the proportion of salary expense or FTEs engaged in the
revenue cycle function compared to the total salary expense or FTEs associated with the expense
item, as appropriate. [**] will be allocated based on the proportion of computers and telephones
utilized in the revenue cycle function compared to the total computers and telephones associated
with the expense item.

	 
	5.	 	The Base Fee for each quarter shall be adjusted to include any [**] as mutually agreed to in
writing with the Affiliate during the prior quarter [**].




Accrual for PTO Costs:





	1.	 	“Paid Time Off” (PTO) shall mean the time that a Contract Employee is paid by an Affiliate
due to an excused absence.
	 
	2.	 	Each Affiliate has its own definition of what sort of absence qualifies for PTO. As such,
this matter will be addressed and defined during the establishment of each Affiliate’s Base
Fee.
	 
	3.	 	For all Affiliates with contract start dates subsequent to January 1, 2008:






	 	a)	 	PTO costs will be included in the Affiliate’s Base Fee using an “as incurred”
methodology. This methodology will recognize the PTO cost as earned by the employee
using the Affiliate’s calculation method (policy) beginning at the inception of the
contract. Consequently, all PTO related cost incurred or accrued by the Affiliate
prior to the inception of the contract should not be included in the baseline
calculation and should not be reimbursed by Accretive.
	 
	 	b)	 	Accretive will reimburse Affiliates for PTO costs as they are incurred by the
Affiliate’s employees. An allowance for PTO that is earned in the current period is
added to each bi-weekly payroll like other overhead allocations. Payments to employees
for PTO taken are deducted from the bi-weekly payrolls. Accretive does not reimburse
the Affiliates for these amounts.






	4.	 	Affiliates with contract start dates prior to January 1, 2008 used different methods to
account for PTO. If the Affiliate is not using the “as incurred” methodology as set forth in
3 above, Accretive and the Affiliate will review the methodology used in determining the Base
Fee and subsequent PTO payments and determine if retroactive recalculation of PTO costs using
the “as incurred” method is practical.




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	 	a)	 	If the Affiliate agrees that retroactive recalculation is practical, Accretive
will work with Affiliate to recalculate the PTO cost under the “as incurred” method
from the inception of the contract and make any adjustments to the baseline calculation
and payroll reimbursement as needed. Subsequently, the “as incurred” method should be
applied and any remaining PTO balances or accrued PTO liabilities remaining with the
client will be the responsibility of the client.






	5.	 	Under the “as incurred” method there may be an instance where an employee will have earned
PTO but due to the Affiliate’s policy or employee’s actions the employee will have forfeited
the right to receive payment or utilize the PTO. This instance most likely will occur when an
employee continues to earn PTO after reaching the maximum allowable PTO balance and the
Affiliate does not have a payout policy. This scenario is expected to be infrequent; but when
it occurs, an adjustment to the payroll reimbursement from Accretive to the Affiliate will be
necessary to avoid Accretive reimbursing the Affiliate for an expense that the Affiliate did
not incur.
	 
	6.	 	PTO cost related to allocations such as human resources and information technology that
contain FTEs as a component in the calculation will be based on the full time equivalent (FTE)
classification of each employee per the Affiliate’s payroll records. The FTE classification
approach will eliminate fluctuations in the allocation portion of the payroll reimbursement
resulting from employees utilizing PTO.
	 
	7.	 	A change in FTE status due to employee reclassifications will impact the allocation
reimbursement. When an employee’s status is modified during the contract period Accretive
Health finance will make an adjustment to the allocation reimbursement to reflect the change.
To illustrate, the reimbursement for PTO cost for an employee that has been identified to be a
full time equivalent (1 FTE) will be 100% of the eligible PTO benefit. In comparison, the
reimbursement for PTO cost for an employee that has changed from a full time 1 FTE to a part
time one-half (.5 FTE) will be 50% of the eligible PTO benefit.




Example
1 – Direct or Allocated Full Time Employee PTO Calculated “As Incurred”





	 	a)	 	The calculation of PTO cost per pay period for a full-time direct or allocated
employee based upon a standard week of 40 hours consisting of five 8-hour workdays and
a semi-monthly pay period is:




[(Number of PTO days the employee is eligible per year at the full time rate) X (Standard hours per
day)] / (Number of pay periods per year).





	 	b)	 	In this example the employee is entitled to 20 PTO days per year. This would
equate to the following hours per pay period earned.




[(20 days per year X 8 hours per day)] / (24 pay periods per year) = 6.67 hours per pay period.





	 	c)	 	Under the “as incurred” method of calculating direct employee PTO cost
Accretive would reimburse the Affiliate for the actual hours worked by the employee for
the pay period plus an additional 6.67 hours. Assuming an 80 hour




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Revised:  3/20/09








	 	 	 	pay period Accretive would reimburse the Affiliate 86.67 hours (80 hours worked +
6.67 hours of accrued PTO). Conversely, if the employee utilizes 40 hours of PTO
during a pay period consisting of 80 hours Accretive will reimburse the Affiliate
for 46.67 hours (40 hours worked + 6.67 hours of accrued PTO). The Affiliate will
not be reimbursed for the 40 hours of vacation utilized as Accretive has already
reimbursed the Affiliate as the vacation was earned.





Example
2 – Direct or Allocated Part Time Employee PTO Calculated “As Incurred”





	 	a)	 	The calculation of PTO cost per pay period for a one half (.5 FTE) direct or
allocated employee based upon a standard week of 40 hours consisting of five 8-hour
workdays and a semi-monthly pay period is:




[(Number of PTO days the employees level is eligible at the full time rate) X (FTE %) X (Standard
hours per day)] / (Number of pay period per year)





	 	b)	 	In this example a full time employee is entitled to 20 PTO days per year.
However, since this employee is categorized as a one-half FTE (.5 FTE) the full time
amount of PTO earned must be adjusted to properly reflect the percentage of the
full-time work schedule.




[(20 days per year X 8 hours per day) X (.5 FTE %)] / (24 pay periods per year) = 3.33 hours per
pay period.




9









 





 



Determination of Net Revenue Yield Improvement
 




The Performance Incentive Fees will relate to Accretive’s ability to provide the revenue cycle
operations services more efficiently and in compliance with applicable rules and regulations.
Compliant efficiencies will be calculated on a monthly basis comparing the monthly results against
the annual monthly average for the Baseline Period.




Guiding Principles





Accretive and the Affiliate acknowledge and intend that the methodology for the measurement
of Net Revenue Yield Improvement has been developed in a manner to reflect [**].




Both parties should be protected from either windfalls or penalties resulting from the
impact of market events. Such events could include, but are not limited to:




	 	•	 	[**] being operated by the Affiliate.
	 
	 	•	 	[**] resulting in non-compliance with contract terms.
	 
	 	•	 	Delayed implementation of [**] between insurance company and Affiliate.
	 
	 	•	 	[**]
	 
	 	•	 	Services to patients where Affiliate is not certified by a payor to bill for
such services and thus not entitled to reimbursement.
	 
	 	•	 	[**] (e.g., changes in netting policies on individual open patient accounts
receivable balances).
	 
	 	•	 	Changes in [**].






Given the material differences in revenue yields experienced for [**], the Net Revenue Yield
Improvement will be adjusted [**] for changes [**] as a percentage of the total payer mix.
These adjustments will be made by applying the [**] applied against the [**] for each of
these categories to produce an adjustment to baseline. [**] are those patients that
present at time of service [**] and include those patients converted to [**].




All calculations are to be based on the Affiliate’s generated financial data with a final
review and approval by the Affiliate’s designee.



10









 





Key Concepts





Best Possible Compliant Net Revenue The maximum amount collectible from patient encounters,
in compliance with contracts between the Affiliate and third party payors and consistent
with the Affiliate’s self-pay discounts charitable mission and policies. [**]. This may
include cash collected through collection agencies, legal collections, early out vendors and
other contracted services before deductions of fees. In the event that [**] (e.g., lump-sum
underpayment settlements). For payors that have periodic interim payments, vouchered
remittances will be considered cash.




Adjusted Cash Collections Cash Collections plus an adjustment for [**]




Net Revenue Yield The measure of collection efficiency. [**]




Improvement in Net Revenue Yield The change in the Net Revenue Yield of the Measurement
Period as compared to the Net Revenue Yield of the Baseline Period, [**].




Total Improvement Improvement in Net Revenue Yield plus [**].




Baseline Period The 12 months immediately preceding the start of Services (Affiliate
Effective Date).




Measurement Month(s) The months commencing as of the Contract Start Date (Affiliate
Effective Date).




Ultimate Yield Actual cash collected on a group of accounts divided by the specific Best
Possible (expected) cash collections for the same group of accounts.



Process of Determination of Net Revenue Yield Improvement



Beginning on the first anniversary of the Affiliate Effective Date (i.e. start of the second
contract year), the [**] will be computed and paid quarterly [**], after measuring the [**]. Since
account financial class determination and therefore Best Possible can change many quarters after
the initial calculation (e.g., disability cases) the [**]. All calculations are to be based on the
Affiliate’s generated financial data with a quarterly review by each Affiliate CFO or his/her
designee.






11









 







The Best Possible Compliant Revenue and Adjusted Cash Collections amounts utilized in arriving at
the [**] (i.e., compliant efficiencies) will be adjusted, by mutual written consent of Accretive
and Affiliate, to account for the impact of [**]. The parties will also review to confirm that
there has been no compensation for case mix changes. The parties may engage an outside auditor to
review and confirm such analysis.



Net Revenue Yield and resulting Net Revenue Yield Improvement will be determined by comparing the
[**] Revenue Yield to the [**] Revenue Yield.



Net Revenue Yield is [**]. It is defined as:





[**]


Improvement in Net Revenue Yield is defined as:



[**]



     Step 1: Calculating Best Possible Compliant Revenue



The Best Possible Compliant Revenue for the [**] will be calculated by modeling the payment
terms of each [**] for the respective period through the contract model, [**]. The model
will be built as follows;





	 	•	 	The modeling of [**] will be reviewed and approved by the [**] will be
incorporated into the contract models.
	 
	 	•	 	The model will assume [**].
	 
	 	•	 	Best Possible Compliant Revenue for [**]. This process will be similar to
calculating expected payment for a managed care payer after application of the
negotiated discount. For those self-pay patients that [**] the specific
insurance compliant collectible revenue is utilized.





     Step 2: Calculating Adjusted Cash Collections





Step 2 involves calculating the[**] using the following methodology. [**] and, in
the case of interim payments, [**]. Adjusted Cash Collections is the total Cash Collections
received [**] as set forth in this Step 2. The adjustment to [**] for changes in [**] for a
measurement month or a baseline month would be calculated in the following manner:




	 	•	 	[**] (changes in days in receivables over 365 days old will be eliminated
from this calculation). For purposes of these Operating Protocols, [**] is the
current months ending [**] less the prior months [**].






	 	•	 	Gross AR days are calculated as the [**].
	 
	 	•	 	Average Daily Gross Revenue for the current and prior month is the
sum of [**] divided by the [**].





12









 






	 	•	 	Calculate the Adjusted Days which is equal to [**].
	 
	 	•	 	Calculate the AR Day Cash Value by [**]
	 
	 	•	 	Calculate the AR Adjustment by [**].
	 
	 	•	 	Calculate Adjusted Cash Collections for a month by [**].





     Step 3: Calculating Net Revenue Yield





Step 3 involves calculating the Net Revenue Yield for the [**]. Net Revenue Yield for the
Measurement month is calculated by [**]. Revenue Yield for the Baseline Period [**] and
then dividing by [**] for the same 12 month Baseline Period.



     Step 4: Normalizing Baseline Net Revenue Yield for Changes in Self-Pay Mix





Given the material differences in Revenue Yields experienced for [**] on one hand, and [**]
and [**] on the other hand, the Baseline Period Revenue Yield will be normalized annually
for changes in the [**].




These adjustments will be made by applying the new mix percentage for each of the [**]
applied against the specific Baseline Period Revenue Yield for each of the payer types to
[**].




In addition, an [**]. As noted in the Guiding Principles, Pure Self Pay accounts include
those that are [**]. These converted accounts will have an adjustment so as to fully
capture the total self-pay pool of patients. The self pay conversion adjustment is [**].
The Average Monthly Baseline Period converted account Best Possible is the total [**].




The baseline revenue yields for each of the three payer types will be determined using [**].
Ultimate Yield is the [**]. For Patient Residual versus Third Party Payer Best Possible,
[**]. This could range from patient account data system &/or 835/remittance advice data to
sampling of accounts.




Step 5 Calculating Net Revenue Yield Improvements




Step 5 involves calculating the Revenue Improvements for a month using the following
methodology.




	 	•	 	[**]
	 
	 	•	 	[**]





Illustration




     As an illustration of the above steps, the following describes the detailed calculations:



13









 





Facts:





Best Possible Compliant Revenue




Baseline Period: $205,330,437




Measurement Month: $18,195,069




Baseline Adjusted Cash Collections: $172,272,237




Measurement Month Cash Collections: $16,445,021




Gross AR Days




Current Measurement Month: 62.51




Previous Measurement Month: 63.78




AR Day Cash Value: $509,518



[**]




A total of four pages were omitted pursuant to a request for confidential treatment.





14











 







Confidential

Revised: 3/20/09




 

Measurement for Performance Improvement

Not Captured by Revenue Improvement

 




The parties acknowledge that certain areas of improvement are anticipated that are not captured by
the Revenue Improvement Measurement Methodology and therefore need to be measured on an initiative
by initiative basis.



These initiatives and the measurement approach to be applied to each are set forth below.
Accretive will be responsible for communicating the commencement of these initiatives with the
Affiliate CFO prior to the commencement of the Initiatives and reviewing the agreed upon
measurement methodology for each initiative at that time.



Determination regarding initiatives that increase Revenue Improvement shall be computed and paid
quarterly in arrears unless the improvement is not reasonably measurable on a quarterly basis and
an alternative arrangement is mutually agreed to by the parties.





	1.	 	Pricing changes. Accretive will provide recommendations for the implementation of targeted
pricing changes on an annual basis based on both market sensitivity and revenue impact.






	 	 	Measurement approach. The Best Possible revenue impact of those changes will be tracked on a monthly basis. The
Additional Revenue Improvement for this initiative will be the [**]. Accretive Performance
Incentive Fee for benefits for [**].








	2.	 	CDM Changes. Accretive will recommend and implement changes in the charge description master
charges which produce an increase in Best Possible Compliant Revenue (for example changes in
the CDM which for services currently rendered with no existing charge).







	 	 	Measurement approach. The specific charges added or changed will be tracked and adjusted [**]. Accretive Performance
Incentive Fee for benefits relating to [**] from date of implementation.








	3.	 	Lost charges. Accretive will implement processes which detect and capture lost charges so
that they can be appropriately billed.






	 	 	Measurement approach. Lost charges will be accumulated on a monthly or quarterly basis [**].






For benefit measurement purposes, Initiatives that Increase Best Possible are not compared to a
performance level in the baseline period. Instead, the approach is to track and accumulate the
actual amounts achieved subsequent to the period prior to implementation of the initiative.




15









 








Confidential

Revised: 3/20/09



The total Additional Revenue Improvement numbers for all initiatives in this section shall be
accumulated for purposes of calculating the Performance Incentive Fee for each month.




16









 






Confidential

Revised: 3/20/09




 





Measurement Procedures

 






	1.	 	The Best Possible implementation timeline outlined below is dependent upon timely delivery of
requisite Best Possible data from the Affiliate. A mutually agreed to schedule for delivery
of Affiliate financial data required to support the Best Possible measurement process and
timeline will be developed prior to commencement of services as a component of the Affiliate
Roll-out Plan. Failure of Affiliate to deliver the requisite financial data as mutually
agreed may result in a corresponding delay to the Best Possible implementation timeline.
	 
	2.	 	Best Possible Base Line Yield for the [**] preceding the Affiliate Agreement effective date
will be calculated and signed-off by both parties no later than [**] after the end of the
first contract year (CY1). This timetable is dependent upon Affiliate providing the requisite
data to support Best Possible measurement within the first [**] of CY1.






	 	a.	 	Accretive Health will implement the Best Possible measurement process and
provide a draft scorecard and supporting database no later than [**] after receiving
the requisite Affiliate financial data.







	3.	 	There will be [**] formal measurement or sign off of Best Possible [**].
	 
	4.	 	Best Possible Contract Year Two (CY2) Yield will be calculated and signed-off by both parties no
later than [**] after the end of the second contract year (CY2).






	 	a.	 	A draft scorecard and database for CY2 will be presented to the Affiliate for
review and comment no later than [**] after the end of CY2.






	5.	 	The above timetable will be adhered to for each [**]. Affiliate will continue to provide
requisite financial data in a timely fashion to support on-going measurement of Cash to Best
Possible Yield improvements.
	 
	6.	 	Accretive will fully implement the Cash [**]. Both parties will sign off on Cash to Best
Possible no later than [**] after the end of the Second Contract Year (CY2).
	 
	7.	 	Once [**] is fully implemented for an Affiliate (or an Affiliate’s facility) a number of
practices will be followed.






	 	a.	 	Each month a [**] will be provided to Affiliate no later than 45 days after the end of
the month; the goal is to provide materials by the 30th of each month (for the results
through the month previous).
	 
	 	b.	 	Accretive will invoice the Affiliate quarterly [**] for the [**] reflected in
the [**].
	 
	 	c.	 	Quarterly invoices will be delivered to Affiliate no later than the [**] of the
quarter.






	 	i.	 	The initial Best Possible invoice generated will be for [**].
	 
	 	ii.	 	All subsequent invoices will reflect [**] through the end of
the [**].






	 	d.	 	An Affiliate must submit a [**] to Accretive within [**] business days of the
receipt of a Quarterly Invoice if there are [**]. A [**] will be included with each
quarterly Invoice. The Affiliate [**] for the items identified on the [**] of the
issues identified by the Notice. If the parties are unable to [**], the matter will be
referred to the Joint Review Board for resolution.
	 
	 	e.	 	Scorecard data will be deemed [**].






	 	i.	 	This allows for ongoing changes/updates to the [**], based upon
the continued evolution of accounts (e.g., changed payer class, Medicaid
pending and self-pay conversions to insurance, patient residual shifts) [**].






	 	f.	 	After the [**], both static ones [**] and the dynamic ones, (e.g., [**]) will
be “frozen” at the values in the scorecard for that period. All subsequent measurement
books and scorecards will incorporate the frozen values.





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A schedule for delivery of Affiliate financial data required to support the Best Possible
measurement process will be developed and mutually agreed to as a component of the Affiliate
Roll-out Plan.



In the event that the necessary Best Possible data has not been received from the affiliate by end
of the [**] of operations, the management and technology fee (M&T Fee) becomes [**] for the period from the first
anniversary of the affiliate agreement to [**] including daily data feeds to keep the best Possible
database current..



Once Best Possible is implemented and net revenue yield improvement determined the Performance
Improvement Fees will be trued up to the first anniversary of the contract as outlined in Paragraph
18.05 of the Master Services Agreement. In the event that Accretive Health does not complete the
Best Possible implementation [**] Accretive Health will be further delayed in invoicing and
recognizing revenue for measured benefits above a [**].




18









 








Confidential

Revised: 3/20/09




 





Performance Guaranty




 




To the extent that any Affiliate’s quarterly cash collections after the Affiliate Effective Date
deteriorates materially relative to such Affiliate’s Historical Cash Collection Performance” (as
defined below), after adjustment for any negative change beyond Accretive’s control, such as a
change in patient volumes measured by the total of inpatient discharges and outpatient encounters,
the difference will be removed from the Base Fee paid by such Affiliate to Accretive, as defined
herein.





	1.	 	From the start of operations at the Affiliate Effective Date, the Affiliate’s cash collection
will be measured quarterly, and compared to the Affiliate’s Historical Cash Collection
Performance. The “Historical Cash Collection Performance” shall be the lowest [**] aggregate
cash collection over the [**] immediately preceding the Affiliate Effective Date. If the
Affiliate’s actual cash collection for any of the first [**] following the Affiliate Effective
Date, net of any surplus accumulated in the prior quarter(s) relative to the Historical Cash
Collection Performance, is less than the Affiliate’s Historical Cash Collection Performance,
then the difference (“the Funding Shortfall”) will be removed from the next Base Fee payment
to be paid by the Affiliate to Accretive following the determination that a Funding Shortfall
occurred in the prior quarter of operations.
	 
	2.	 	After the first [**], Accretive will be entitled to a refund of the Funding Shortfall to the
extent that the next month, or subsequent month of Affiliate’s cash collection performance
exceeds the Affiliate’s Historical Cash Collection Performance divided by [**] (“Monthly
Historical Cash Collection”). The amount of the refund, to be credited against fees to be
paid by Accretive to the Affiliate immediately after the improved performance, will be equal
to the amount by which the Affiliate’s cash collection for the subsequent month exceeds the
Affiliate’s Historical Cash Collection Performance, up to the amount of any outstanding
Funding Shortfall. If the above amount does not equal the outstanding Funding Shortfall, then
the above process can be repeated during the following months, up to the amount of the
outstanding Funding Shortfall. If Accretive is entitled to a refund of a Funding Shortfall,
then for the remainder of such quarter the Performance Guaranty shall be evaluated and paid on
a monthly basis utilizing the Monthly Historical Cash Collection.
	 
	3.	 	After the first year of operations following the Affiliate Effective Date, to the extent that
any Affiliate’s Cumulative Quarterly Cash Collections (as defined below) is less than such
Affiliate’s Historical Cash Collections Performance, the difference will be removed from the
Base Fee as per the process described above. Thereafter, Accretive shall be entitled to a
credit against fees paid by Accretive to the Affiliate, on an Affiliate by Affiliate basis, as
per the process described in the above section. Unless otherwise set forth in the Master
Services Agreement, Ascension shall have no obligation to repay to Accretive any Funding
Shortfall, provided that if Ascension terminates the MSA without cause or Accretive terminates
the MSA for cause or for Good Reason, then Ascension must pay to Accretive an additional
termination fee equal to the Funding Shortfall. For purposes of this Section 4, “Cumulative
Quarterly Cash Collections” shall mean, for all quarterly time periods after the first full
[**] calendar months from the respective




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Revised: 3/20/09





Affiliate Effective Date, the [**] of the quarterly cash collections during the period
covering the time frame from the respective Affiliate Effective Date to the quarter in which
such collections are being measured.




	4.	 	Differences to be removed from the Base Fee to correct “Funding Shortfalls” under this
paragraph shall be capped at $[**] dollars) in aggregate, and at $[**] dollars) per individual
Affiliate. “Funding Shortfalls” which occur as a result of events outside Accretive’s control
(i.e. state Medicaid slows or suspends payments or Affiliate vendor conduct which causes
delays in Medicare billing) shall be excused from this guaranty.




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Revised: 3/20/09




 





Dormant Receivable Collections

 






	1.	 	Dormant Receivables are defined in paragraph 1.01.29 of the MSA.
	 
	2.	 	Accretive shall also be paid a fee for its efforts in connection with the collection of
Dormant Receivables. The Affiliate’s Share of Dormant Receivables shall be [**]% of the Net
Proceeds from the Collection of Dormant Receivables. Net Proceeds from the Collection of
Dormant Receivables shall be defined as the gross payments received as payment on any Dormant
Receivable during the term of this Agreement, and for the twelve month period following the
termination of this Agreement, less the Direct Costs of collection incurred by Accretive with
respect to the Collection of Dormant Receivables. Direct Costs of collection shall include
third party expenses and dedicated labor, dedicated technology and dedicated facility
expenses. Direct Costs will be allocated to each Affiliate based on a combination of
out-bound calls, collector conversations with patients, and legal costs incurred on behalf of
that Affiliate during the applicable period.
	 
	3.	 	Accretive shall have the right to establish such accounts as may be necessary and appropriate
to facilitate its efforts in connection with the collection of Dormant Receivables. Accretive
shall have the right to accept payments on Dormant Receivables and to deposit those payments
into the accounts created for that exclusive purpose. Payments deposited into those accounts
shall not be commingled with funds from any other source other than the collection of Dormant
Receivables.
	 
	4.	 	If Accretive Health receives funds from the collection of Dormant Receivables, then Accretive
Health shall set-off the Direct Costs incurred against those proceeds prior to distribution of
Affiliate’s share of the net proceeds. If Affiliate receives the proceeds from the Dormant
Receivable program then Accretive Health shall be reimbursed for the Direct Costs incurred in
connection with this program by the Affiliate and [**].
	 
	5.	 	On or before the 25th of each month, Accretive Health shall provide Affiliate with
a monthly statement reflecting the Direct Costs and Accretive Health’s [**] of net proceeds
resulting from activity in the prior calendar month. This invoice will be accompanied by
appropriate statements that reflects, at the account level, the beginning balance, collections
or other activity during the month, and the ending balance.
	 
	6.	 	A pro forma estimate of Direct Costs will be provided to Affiliate by Accretive and will be
updated on a timely basis. Each Affiliate shall have the reasonable right to request an
update of the pro forma estimate and to audit the Direct Cost allocations.
	 
	7.	 	Payments received on Dormant Receivables shall be excluded from the calculation of the
improvement in net revenue yield realized as a result of Accretive’s efforts and shall not be
subject to any Additional Fees relating to the improvement in net revenue yield by Accretive,
therefore preventing any duplicative recognition of revenue for purposes of determining fees.




21









 







Confidential

Revised: 3/20/09




 





Shared Service Blended Shore Operating Model




 





Current Scope of Shared Service Blended Shore Operating Model





1. Financial Clearance Center of Excellence [**]





	 	•	 	Processes






	 	 	 	- Insurance verification
	 
	 	 	 	- Patient education on coverages and patient obligation
	 
	 	 	 	- Pre-Certification and Authorization
	 
	 	 	 	- Collection of Residuals






	 	•	 	Impact






	 	 	 	[**]






2. Transcription Center of Excellence





	 	•	 	Process






	 	 	 	- Voice recognition software produces drafts
	 
	 	 	 	- Transcriptionists correct drafts for completed product
	 
	 	 	 	- Corrections fed back into software so physician specific voice logic is
continually refined






	 	•	 	Impact






	 	 	 	[**]






3. Patient Financial Services Center of Excellence





	 	•	 	Process






	 	 	 	- All Payor Billing and Follow up
	 
	 	 	 	- Payment Posting
	 
	 	 	 	- Credit balance processing
	 
	 	 	 	- Small balance processing
	 
	 	 	 	- Denial management






	 	•	 	Impact






	 	 	 	[**]





 



	[**]	 	A total of one page was omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.






22









 





Confidential
Revised:
3/20/09


 

Mechanism for Determining and Sharing Cost Savings

 





The following defined terms when capitalized (or when the context clearly indicates the parties
intended the defined term) shall have the meanings specified below. These definitions are
incremental to those outlined in the MSA and are pertinent to mechanism for determining and sharing
cost savings.





	1.	 	Accretive Health Infused Costs shall mean the sum of costs incurred by Accretive and
allocated to an Affiliate associated with the following:






	 	a.	 	Licensing and/or development costs to provide Affiliate with access to the
suite of Accretive Tools and Accretive Software used in managing the revenue cycle
	 
	 	b.	 	salary and related costs such as bonus, travel, benefits, payroll taxes,
training, certifications, lap top or desktop computers, phones, PTO accruals, and
severance accruals necessary to deploy and support the Accretive Tools and Accretive
Software.
	 
	 	c.	 	salary and related costs such as bonus, travel, benefits, payroll taxes,
training, certifications, lap top or desktop computers, phones, PTO accruals, and
severance accruals for infused site leadership personnel. Site leadership personnel
are Accretive Health employees deployed to provide daily leadership and direction.
These individuals include site leads, operations leads, site VP’s, operations analysts,
site finance analysts, measurement analysts, and initiative leads.






	2.	 	Hospital Operations Staffing Costs shall mean the sum of costs incurred by Accretive and
allocated to an Affiliate associated with the following:






	 	a.	 	Contract Employee as defined in section 5.01 of the MSA. Such costs include
payroll, benefits, and head count related overheads / allocations (e.g., desktop
computer support, phone, payroll taxes, PTO accruals, severance accruals) as included
in the calculation of the Base Fee
	 
	 	b.	 	Individuals supplied by staffing organizations or other independent contractors
that are executing revenue cycle processes on behalf of an Affiliate (e.g.,
transcription services, coding services, PFS temporary workers).
	 
	 	c.	 	Accretive Health employees working in a functional area directly on behalf of
an Affiliate. The costs associated with these individuals includes all direct costs
(e.g., payroll, travel, benefits, payroll taxes, laptops/desktop computers, training,
certifications).
	 
	 	d.	 	All Costs allocated to an Affiliate from one or more of Accretive’s Shared
Services Blended Shore Centers of Excellence including Financial Clearance,
Transcription, and Patient Financial Services.






	3.	 	Hospital Operations Third Party Costs shall mean all direct costs incurred to engage
3rd parties to support revenue cycle operations on behalf of an Affiliate.
Hospital Operations Third Party Costs include, but are not limited to, eligibility vendors,
collection agency fees, medical record storage/management, and software license fees Hospital
OperationThird Party Costs include costs paid directly by Accretive Health and costs
paid by the Affiliate for which it is later reimbursed by Accretive Health.





23









 






	4.	 	Accretive Allocated Costs shall mean costs allocated to an Affiliate from subsidiaries or
divisions of Accretive that are performing services on behalf of an Affiliate. Examples
include services performed by Accretive’s CCS initiative. Accretive Allocated Costs exclude
costs associated with Accretive’s Shared Services Blended Shore Centers of Excellence.
	 
	5.	 	Hospital Operations Costs shall mean the sum of the following:






	 	a.	 	Hospital Operations Staffing Costs.
	 
	 	b.	 	Hospital Operations Third Party Costs.
	 
	 	c.	 	Accretive Allocated Costs






	6.	 	[**]
	 
	7.	 	[**]
	 
	8.	 	Shared Services Blended Shore Adoption Agreement — Agreement between Affiliate and
Accretive that outlines the mutually agreed upon terms and conditions specific to the
Affiliate under the Shared Services Blended Shore Operating Model including but not limited to
variables and timing of transition, and cost savings [**].





Determining and Sharing Cost Savings



It is anticipated that, as a result of the operational improvements implemented by Accretive with
the support of the Affiliates, certain efficiencies in staffing requirements for the operation of
the Affiliate revenue cycle will be realized.



Affiliate will have an opportunity to participate in any realized reductions in Hospital Operations
Staffing Costs. In the event that reductions in Hospital Operations Staffing Costs occur, the
Affiliate shall receive a credit against a subsequent period Base Fee expense. [**]




Measuring Cost Savings





	1.	 	Unless stated otherwise in the Affiliate Agreement and/or Shared Service Blended Shore
Operating Agreement, Cost Savings will be based upon a comparison of the current quarter’s
Hospital Operations Staffing Costs to the Inflation Adjusted Hospital Operations Staffing
Costs associated with the Affiliate’s base fee. Cost Savings will be calculated and shared
from the Affiliate effective date (i.e., affiliate contract start date).
	 
	2.	 	For those Affiliates with an effective date prior to September 30, 2006:
	 
	 	 	[**]
	 
	3.	 	If Accretive and Affiliate agree that all or a portion [**] associated with Hospital
Operations Staffing Costs applies to a period in which Hospital Operations Staffing Costs




24









 






	 	 	savings was previously calculated, then the Hospital Operations Staffing Costs savings and
the Affiliate’s portion of the savings will be [**].





Determining the applicable operating model and sharing percentage





	1.	 	[**]
	 
	2.	 	Participation in the Shared Services Blended Shore Operating Model will begin when






	 	a.	 	A Shared Services Blended Shore Adoption Agreement has been signed by the
Affiliate’s CFO and Accretive’s CFO
	 
	 	b.	 	The Affiliate has completed the agreed upon transition period and is fully
participating in the FCC, Transcription, and Patient Financial Services Centers of
Operational Excellence.
	 
	 	c.	 	The Affiliate’s CFO and Accretive’s CFO have each signed an acknowledgement
that the Affiliate has satisfied the participation requirements outlined in the Shared
Services Blended Shore Adoption Agreement.





Allocation of Costs and Saving from Shared Services Blended Shore Centers of Excellence





	1.	 	Monthly, each Affiliate participating in a Shared Services Blended Shore Center of Excellence
will receive an allocation of the Shared Services Blended Shore Center of Excellence total
costs based upon its [**]. Each Shared Service Center of Excellence will complete its own
[**].
	 
	2.	 	The mechanism for calculating these allocations follows:






	 	a.	 	The Shared Service Center of Excellence total cost for the month associated
with performing services for Ascension Affiliates are compared to [**]
	 
	 	b.	 	An Affiliate’s “inflation adjusted base period” costs are the product of:
	 
	 	 	 	[**]
	 
	 	c.	 	Allocate the total savings or additional costs for the month (calculated in
step 1) to each Affiliate based on the Affiliate’s relative percentage [**].






	 	•	 	Ascension Health will provide Accretive Health with [**].
	 
	 	•	 	The current quarter’s allocation will be based upon the [**].






	 	d.	 	Compute the amount of the cost to be allocated to each Affiliate for the month
by subtracting the Affiliate’s [**].






	3.	 	If there are any [**] at an Affiliate participating in a Shared Services Blended Shore Center
of Excellence that would effect the [**], then the above calculations will be [**].




25









 






	4.	 	When an Affiliate is transitioning to a specific Shared Services Blended Shore Center of
Excellence, [**] adjusted to reflect the planned implementation period. Generally, a [**]
implementation period is required. In such cases, the above items are pro-rated [**]% for
[**] of transition, [**]% for [**] of transition, and [**]% for [**] of transition. When
there are unusual circumstances involved a longer or shorter period is necessary; in such
cases the Affiliate and the Shared Services Blended Shore Center of Excellence will jointly
agree on the pro rata adjustment factors to be used during the transition period. The
agreement will be reflected in the Affiliate’s Shared Service Blended Shore Adoption
Agreement.
	 
	5.	 	An example of how the transition period approach is applied in the case of a general
situation is shown below.





[**]




Reporting Cost Savings Results to Affiliates





	1.	 	Accretive will provide Affiliate with a quarterly report reflecting the following:






	 	a)	 	The calculation of the Hospital Operations Staffing Costs and the amount of
savings achieved
	 
	 	b)	 	The Affiliates share of the savings which will be the amount of the Credit
applied to a subsequent Base Fee
	 
	 	c)	 	Any changes in the composition of the Hospital Operations Staffing Costs which
occurred during the quarter
	 
	 	d)	 	The percentage Hospital Operations Cost Take Out






	2.	 	The form used for reporting items a and b above will be as follows




26









 











BASE FEE CREDIT RECONCILIATION




	 	 	 	 	 
	QUARTERLY STAFFING COST BASELINE TARGET (adjusted for inflation)
	 	$	               	 
	CONTRACT EMPLOYEE STAFFING COSTS (per invoices from Affiliate)
	 	$	               	 
	HOSPITAL OPS STAFFING COSTS (per Roster of Contract Employees)
	 	$	               	 
	SHARED SERVICES BLENDED SHORE ALLOCATION (if applicable)1
	 	 	 	 
	a. Staffing Costs prior to Shared Services impl.
	 	$	               	 
	b. Allocated Staffing Costs Savings
	 	$	               	 
	c. NET STAFFING COST SAVINGS (a-b)
	 	$	               	 
	Percentage to Affiliate
	 	x	               	%
	BASE FEE CREDIT
	 	$	               	 








 




			
	1	 	A breakdown of costs will be provided for each SSBS functional area: Financial
Clearance, Transcription and Patient Financial Services.






	3.	 	Accretive shall provide the Affiliate with the Base Fee Credit Reconciliation and the other
matters noted in item 1 above no later than the [**]. Affiliate shall provide Accretive with
any questions regarding the reconciliation within [**]. The parties will work collaboratively
to resolve any discrepancies in the Hospital Operations Staffing Cost savings and the
Affiliate’s Base Fee Credit on a timely basis. The [**].




27









 











 
Cost Savings Projection and [**]
 





	1.	 	Accretive will provide each Affiliate with a projection and a [**] of anticipated cost
savings assuming that they are fully participating in the Shared Services Blended Shore
Operating Model. [**]. The specifics of each Affiliates projected cost savings [**] will be
documented in the Affiliate’s Shared Services Blended Shore Adoption Agreement.
	 
	2.	 	[**], each Affiliate will be required to consistently provide Accretive’s shared services
centers, whether located in the U.S. or offshore, with complete access to all Patient
Financial Systems computer applications and records for a minimum of 18 hours each business
day.
	 
	3.	 	The projected [**] savings assume that the [**]. If changes in this arrangement occur,
appropriate adjustments will be made in the projected and guaranteed cost savings.
	 
	4.	 	The [**] incremental cost savings will be evaluated on a year over year basis. For example,
[**].
	 
	5.	 	The annual cost savings [** is provided to the Affiliate in [**].






28











 






Confidential
Revised:
3/20/09






The
standard Form of the Affiliate Shared Services Blended Shore
Adoption

 Agreement is provided on the next page for reference.






29









 




Confidential
Revised:
3/20/09




Affiliate Shared Services Blended Shore Adoption Agreement




 


(Affiliate)



This
election shall serve as confirmation that ___________________________ (“Affiliate”) has elected to
have the revenue cycle services provided to it by Accretive Health, pursuant to that certain
Affiliate Agreement entered by and between the parties, delivered pursuant to the Shared Services
Blended Shore Operating Model as contemplated by the Amended and Restated Master Services Agreement
entered into by and between Ascension Health and Accretive Health on December 13, 2007.



The planned start and finish dates for transitioning each of the functions set forth below from the
Affiliate to the Shared Services Blended Shore Center of Operational Excellence is set forth below:




	 	 	 	 	 
	 	 	Start	 	Finish
	Financial Clearance
	 	 	 	 
	 

	 	 
	 	 
	Transcription
	 	 	 	 
	 

	 	 
	 	 
	Patient Financial Services
	 	 	 	 
	 

	 	 
	 	 




The Affiliate agrees to fully cooperate with the transition to the Shared Services Operating Model
and to provide such support and assistance as may be necessary to operate the Shared Services
Operating Model in an efficient manner.



The Affiliate’s Base Period Costs for each of the functions being transferred to the respective
Shared Services Blended Shore Center of Excellence is as follows:




	 	 	 	 	 
	Financial Clearance

	 	$	 	 
	Transcription

	 	$	 	 
	Patient Financial Services

	 	$	 	 





In accordance with the Master Services Agreement and the related Operating Protocols, commencing
with the starting month the Affiliate will receive an allocation of the Shared Services Blended
Shore Center of Excellence total costs based upon its pro rata share of the total cost savings
achieved by the Center. The allocation of each Shared Services Blended Shore Center of Excellence
total cost for the month to the Affiliate will be based on the Affiliate’s relative percentage of
equivalent discharges to the total of all Affiliates’ equivalent discharges. Each Shared Service
Center of Excellence will complete its own calculation and cost allocations.



During the planned transition period, the Affiliate’s base period costs for the activity, the
equivalent discharges, and the Affiliates share of savings associated with a Shared Services
Blended Shore Center of Excellence will be adjusted using the following percentages.




30









 




Confidential
Revised:
3/20/09




	 	 	 	 	 	 	 
	 	 	Financial	 	 	 	Patient
	 	 	Clearance	 	 	 	Financial
	 	 	Center	 	Transcription	 	Services
	Month 1
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Month 2
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Month 3
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Month 4
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Month 5
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Month 6
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 




The Affiliates share of the savings in its Hospital Operations Staffing Costs will be increased
from [**]% to [**]% upon (a) the completion of the transition periods for each Shared Service and
it is fully participating in the FCC, Transcription, and Patient Financial Services Centers of
Operational Excellence, and (b) the Affiliate’s CFO and Accretive’s CFO having each signed an
acknowledgement that the Affiliate has satisfied the participation requirements outlined in the
Shared Services Blended Shore Adoption Agreement.



[**]




	 	 	 	 	 
	Healthcare Services, Inc 

D/B/A Accretive Health

	 	 	 	[AFFILIATE}






	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	   
	John Staton	 	 	 	Chief Financial Officer
	Chief Financial Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dated: 

	 	 	 	 	Dated: 	 	 
	 

	 	 
	 	 	 	 	 	 





31









 





Confidential 

Revised:
3/20/09


 

IT Access
 




Accretive Health will be provided system access to each Affiliate’s system to facilitate and enable
the performance of the Services contemplated by the Master Services Agreement (e.g. front end
insurance verification, residual collection, transcription and account follow up). System access
for any individual will be limited to the functionality required for that individual to perform
their work related duties. In most cases individual access will be limited to read only.
Individuals performing specific functions associated with PFS and account follow up will require
access to the patient accounting system to enable the appropriate workflow.



The Affiliate systems to which Accretive Health may require access are listed below:




	 	 	 	 	 
	Systems

	 	Overall Reason for Access
	 	Update/Read-only
	 
	Patient accounting
system

	 	Access patient residual
balances, demographics
etc charges,
	 	Read-only for Front End
functions and
underpayments.
	 
	Billing Editor

	 	Access claim information
to understand detailed
charges and what has
been submitted to payers
	 	Update for PFS Read-only
	 
	Admission,
Discharge, Transfer
System

	 	To create a registration
verifiable with patients
through financial
clearance function
	 	Update
	 
	Medical Records
Imaging systems

	 	View online tool support
underpayment appeals and
denial management
	 	Read-only
	 
	Payer Websites

	 	Understand patient
eligibility, benefit
structures etc for the
purposes of validating
underpayments and
calculating residuals
	 	Read-only
	 
	Scheduling systems

	 	Complete registrations
with demographic,
service and insurance
information
	 	Read-only






Methods of network and application access



Access to the Affiliate applications will be provided through Affiliate/AHIS controlled VPN
connections. A VPN connection or Virtual Private Network Connection is an encrypted path between
an Accretive user’s PCs and the Affiliate systems. Accretive users will obtain this connection
through Affiliate/ AHIS authorization. They will have no ability to change the configuration of
the VPN connection. Once a user is connected, he/she must then authenticate to the application
using an Ascension-provided unique ID and password.




Data protection



After authentication with a unique ID and password, a user has access to the applications as
provided by Affiliate/AHIS. In most cases read-only access to the Affiliate systems will meet the
needs of the Accretive users. In cases where the applicable system can not be limited to




32









 





Confidential
Revised:
3/20/09


“read-only” access, Accretive users will be granted the same access as other Affiliate users who
require read-only access.



Affiliates/AHIS will retain control over the configuration of the access. Typically, this access
does not require the ability to print, save to disk, copy, or cut-and-paste information from the
relevant systems.




Unique ID generation



Accretive will assign a unique ID consistent with the social security number format for all
Accretive users who do not have United States social security numbers. The two groups who
encounter this are Accretive Health employees outside of the United States and employees in the
United States on work visas. In order to provide a unique ID for these users, Accretive will
generate a number in the format of the United States social security number, but in a number range
which has never been issued by the United States. The US has never issued a social security number
starting with numbers higher than 773, and no group of the numbers with all 0’s is acceptable.
Accretive will generate unique numbers starting with 815-47- for these users and will follow that
with four digits, starting at 0001.



Accretive will store the unique identifier in its HR systems associated with the user and will
provide those identifiers to the Affiliate/AHIS as required. Access requests for these users will
be accompanied by the unique identifier. Unique identifiers will not be reused.




Screening / Onboarding of Non-US citizen/Offshore Resources



Accretive will conduct background checks designed to assure that all users have been appropriately
screened to assure that no user has any identifiable history of inappropriate conduct.



Accretive will retain records of these background checks which will be available for inspection by
AHIS or any Affiliate.



All users will receive Accretive’s Compliance and HIPAA training. Accretive will retain
documentation of the completion of this training for all resources. Additionally, all off-shore
resources shall sign individual Business Associate Agreements, in the form attached, to assure that
their individual obligations regarding protection of patient health information are acknowledged
and understood.



Compliance and HIPAA training will be renewed annually. Documentation regarding refresher training
will be retained for all resources.




Supervision of Offshore Resources



Supervision of Offshore resources is the responsibility of David Strickler, Accretive Health’s Vice
President of Centralized Operating Model and Asheesh Khare, Accretive Health’s Director of
Off-Shore Operations. Mr. Khare provides daily on-site supervision to Accretive’s offshore team.
Additionally, these resources inter-face at least twice a week with their US based operating teams,
(e.g. the PFS team has regular calls with the US based leader of that team).





93











 





 

Exhibit 4

Termination License Fee

 






	1.	 	In the event that Affiliate elects to license the Accretive Health technology post-
termination the licensing fee shall be $[**] per acute care hospital per year.
	 
	2.	 	This licensing fee shall in no event be greater than the fair market price for comparable
technology in the marketplace. For purposes of this section, comparable technology shall mean
technology that performs similar processes or functions creating similar output or results.
	 
	3.	 	The parties agree that in the event that Accretive has not implemented its full technology
suite at a particular acute care hospital the post-termination licensing fee shall be adjusted
for that acute care hospital to reflect the fair market price for those components which have
been deployed.
	 
	4.	 	A license granted to an acute care hospital shall include those ancillary and affiliated
facilities which were managed in conjunction with the acute care hospital during the period of
Service.




 









 





Confidential

Revised: 3/20/09





 

Exhibit 5

Business Associate Agreement

 





Business Associate Agreement




            THIS BUSINESS ASSOCIATE AGREEMENT (the “Agreement”) is entered into this                                   day of
                                  , 2004, by and between HEALTHCARE SERVICES, INC. d/b/a ACCRETIVE HEALTH (“Accretive”) and
ASCENSION HEALTH, including each of its Health Ministries (cumulatively and individually,
“Ascension Health”).



            WHEREAS, Ascension Health is a health system that owns numerous health care facilities across
the United States (“Health Ministries”);



            WHEREAS, Ascension Health is a business associate of the Health Ministries, and has entered
into a previous business associate agreement with them;



            WHEREAS, Ascension Health, on behalf of the Health Ministries, and Accretive have entered into
a Master Services Agreement (“Master Agreement”), whereby the Health Ministries receive services
from Accretive;



            WHEREAS, Accretive, while in the course of providing services to Ascension Health under the
Master Agreement, may be required to use or disclose Protected Health Information (as defined
below) of Health Ministries; and



            WHEREAS, Accretive and Ascension Health are entering into this Agreement to assure that such
Protected Health Information will be used, disclosed and maintained in conformance with the HIPAA
requirements.



            NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:



W I T N E S S E T H





	1.	 	Definitions. For purposes of this Agreement, the following terms shall have the
designated meanings,






	 	(a)	 	“Administrative Safeguards” shall mean administrative actions, policies
and procedures to manage the selection, development, implementation and maintenance of
security measures to protect Electronic Protected Health Information and to manage the
conduct of the Accretive’s workforce in relation to the protection of that
information.
	 
	 	(b)	 	“Ascension Health” shall mean: (i) Ascension Health; and (ii) Ascension’s
Health Ministries.
	 
	 	(c)	 	“Designated Record Set” shall mean a group of records maintained by or for
Ascension Health that is (i) the medical records and billing records about




2









 




Confidential

Revised: 3/20/09











	 	 	 	individuals maintained by or for Ascension Health, (ii) the enrollment, payment,
claims adjudication, and case or medical management record systems maintained by or
for a health plan; or (iii) used, in whole or in part, by or for Ascension Health to
make decisions about individuals. As used herein, the term “Record” means any item,
collection, or grouping of information that includes Protected Health Information
and is maintained, collected, used, or disseminated by or for Ascension Health.






	 	(d)	 	“Electronic Protected Health Information” shall mean Protected Health
Information that is transmitted or maintained in electronic media.
	 
	 	(e)	 	“HIPAA” shall mean the Health Insurance Portability and Accountability Act of
1996.
	 
	 	(f)	 	“Individually Identifiable Health Information” shall mean information that is a
subset of health information, including demographic information collected from an
individual, and






	 	(a)	 	is created or received by a health care provider, health plan,
employer, or health care clearinghouse; and
	 
	 	(b)	 	relates to the past, present, or future physical or mental
health or condition of an individual; the provision of health care to an
individual; or the past, present, or future payment for the provision of health
care to an individual; and (a) identifies the individual, or (b) with respect
to which there is a reasonable basis to believe the information can be used to
identify the individual.






	 	(g)	 	“Physical Safeguards” shall mean physician measures, policies and procedures to
protect Accretive’s electronic information systems and related buildings and equipment
from natural and environmental hazards and unauthorized intrusion.
	 
	 	(h)	 	“Privacy Standards” shall mean the Standards for Privacy of Individually
Identifiable Health Information, 45 C.F.R. Parts 160 and 164.
	 
	 	(i)	 	“Protected Health Information” shall mean Individually Identifiable Health
Information that is (i) transmitted by electronic media; (ii) maintained in any medium
constituting electronic media; or (iii) transmitted or maintained in any other form or
medium. “Protected Health Information” shall not include education records covered by
the Family Educational Right and Privacy Act, as amended, 20 U.S.C. § 1232g, or records
described in 20 U.S.C. § 1232g(a)(4)(B)(iv).
	 
	 	(j)	 	“Secretary” shall mean the Secretary of the United States Department of Health
and Human Services.




3









 




Confidential

Revised: 3/20/09











	 	(k)	 	“Security Incident” shall mean the attempted or successful unauthorized access,
use, disclosure, modification or destruction of information or interference with system
operations in an information system.
	 
	 	(l)	 	“Security Standards” shall mean the Standards for the Protection of Electronic
Protected Health Information, 45 C.F.R. Parts 160, 162 and 164.
	 
	 	(m)	 	“Technical Safeguards” shall mean the technology and the policy and procedures
for its use that protect Electronic Protected Health Information and control access to
it.






	2.	 	Uses and Disclosures of Protected Health Information. Accretive shall not, and shall
ensure that its directors, officers, employees contractors and agents do not, use or disclose
Protected Health Information received from Ascension Health in any manner that is not
permitted or required by the Master Agreement, this Agreement or required by law.
	 
	3.	 	Safeguards Against Misuse of Information. Accretive agrees that it will implement
all appropriate safeguards to prevent the use or disclosure of Protected Health Information
other than pursuant to the terms and conditions of this Agreement.
	 
	4.	 	Reporting of Disclosures of Protected Health Information. Accretive shall, within
forty-eight hours of becoming aware of a use or disclosure of Protected Health Information in
violation of this Agreement by Accretive, its officers, directors, employees, contractors, or
agents, or by a third party to whom Accretive disclosed Protected Health Information, report
any such use or disclosure to Ascension Health.
	 
	5.	 	Mitigation of Harmful Effects. Accretive agrees to mitigate, to the extent
practicable, any harmful effect that is known to Accretive of a use or disclosure of Protected
Health Information by Accretive in violation of the requirements of this Agreement.
	 
	6.	 	Agreements by Third Parties. Accretive shall enter into an agreement with any agent
or subcontractor that will have access to Protected Health Information that is received from,
or is created or received by Accretive on behalf of, Ascension Health pursuant to which such
agent or subcontractor agrees to be bound by the same restrictions, terms, and conditions that
apply to Accretive pursuant to this Agreement with respect to such Protected Health
Information.
	 
	7.	 	Documentation of Disclosures. Accretive agrees to document such disclosures of
Protected Health Information and information related to such disclosures as would be required
for Ascension Health to respond to a request by an individual for an accounting of disclosures
of Protected Health Information in accordance with 45 C.F.R. § 164.528. At a minimum,
Accretive shall provide Ascension Health with the following information: (i) the date of the
disclosure; (ii) the name of the entity or person who received the Protected Health
Information, and if known, the address of such entity or person; (iii) a brief description of
the Protected Health Information disclosed; and (iv) a brief statement of the purpose of such
disclosure which includes an explanation of the basis for such




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    disclosure. Additionally, Accretive, shall notify Ascension Health in writing of each
disclosure made by Accretive (and/or by any subcontractors or agents of Accretive) that is
subject to the accounting requirements in the Privacy Rule. Such notification shall be made
to Ascension Health pursuant to the notification requirements set forth in this Agreement
within thirty (30) days following each applicable disclosure.






	8.	 	Accounting of Disclosures. Within ten (10) days of notice by Ascension Health to
Accretive that it has received a request for an accounting of disclosures of Protected Health
Information regarding an individual during the six (6) years prior to the date on which the
accounting was requested, Accretive shall make available to Ascension Health information
collected in accordance with Section 7 of this Agreement, to permit Ascension Health to
respond to a request by an individual for an accounting of disclosures of Protected Health
Information as required by 45 C.F.R. § 164.528. In the event the request for an accounting is
delivered directly to Accretive, Accretive shall within two (2) days forward such request to
Ascension Health. It shall be Ascension Health’s responsibility to prepare and deliver any
such accounting requested. Accretive hereby agrees to implement an appropriate record keeping
process to enable it to comply with the requirements of this Section.
	 
	9.	 	Access to Information. Within five (5) days of a request by Ascension Health for
access to Protected Health Information about an individual contained in a Designated Record
Set, Accretive shall make available to Ascension Health such Protected Health Information for
so long as such information is maintained by Accretive in the Designated Record Set as
required by 45 C.F.R. § 164.524. In the event any individual requests access to Protected
Health Information directly from Accretive, Accretive shall within two (2) days forward such
request to Ascension Health. Any denials of access to the Protected Health Information
requested shall be the responsibility of Ascension Health.
	 
	10.	 	Availability of Protected Health Information for Amendment Within ten (10) days of
receipt of a request from Ascension Health for the amendment of an individual’s Protected
Health Information or a record regarding an individual contained in a Designated Record Set
(for so long as the Protected Health Information is maintained in the Designated Record Set),
Accretive shall provide such information to Ascension Health for amendment and incorporate any
such amendments in the Protected Health Information as required by 45 C.F.R. §164.526.
	 
	11.	 	Availability of Books and Records. Accretive hereby agrees to make its internal
practices, books, and records relating to the use and disclosure of Protected Health
Information received from, or created or received by Accretive on behalf of, Ascension Health
available to the Secretary for purposes of determining Ascension Health’s compliance
with the Privacy Standards.
	 
	12.	 	Electronic Protected Health Information. To the extent that Accretive creates,
receives, maintains or transmits Electronic Protected Health Information on behalf of
Ascension Health on or after April 21, 2005, Accretive agrees to:




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	 	(a)	 	Implement Administrative, Physical and Technical Safeguards
that reasonably and appropriately protect the confidentiality, integrity and
availability of the Electronic Protected Health Information;
	 
	 	(b)	 	Ensure that any agent, including a subcontractor, to whom it
provides Electronic Protected Health Information agrees to implement
reasonable and appropriate safeguards to protect it; and
	 
	 	(c)	 	Report to Ascension Health any Security Incident of which
Accretive becomes aware.






	13.	 	Effect of Termination of Master Agreement. Upon the termination of the Master
Agreement for any reason, Accretive shall return to Ascension Health, or, at Ascension
Health’s direction, destroy, all Protected Health Information received from Ascension Health
that Accretive maintains in any form, recorded on any medium, or stored in any storage system,
unless said information has been de-identified and is no longer Protected Health Information.
This provision shall apply to Protected Health Information that is in the possession of
subcontractors or agents of Accretive. Accretive shall retain no copies of the Protected
Health Information. Accretive shall remain bound by the provisions of this Agreement, even
after termination of the Master Agreement, until such time as all Protected Health Information
has been returned, de-identified or otherwise destroyed as provided in this Section.
	 
	14.	 	Third Party Rights. The terms of this Agreement are not intended, nor should they be
construed, to grant any rights to any parties other than Accretive and Ascension Health and
Health Ministries.
	 
	15.	 	Injunctive Relief. Accretive acknowledges and stipulates that its unauthorized use
or disclosure of Protected Health Information while performing services pursuant to the Master
Agreement or this Agreement may cause irreparable harm to Ascension Health, and in such event,
Ascension Health shall be entitled, if it so elects, to institute and prosecute proceedings in
any court of competent jurisdiction, either in law or in equity, to obtain damages and
injunctive relief, together with the right to recover from Accretive costs, including
reasonable attorneys’ fees, for any such breach of the terms and conditions of the Master
Agreement or Agreement.
	 
	16.	 	Owner of Protected Health Information. Under no circumstances shall Accretive be
deemed in any respect to be the owner of any Protected Health Information used or disclosed by
or to Accretive pursuant to the terms of the Master Agreement.
	 
	17.	 	Changes in the Law. The parties agree to amend either the Master Agreement or this
Agreement, as appropriate, to conform with any new or revised legislation, rules and
regulations to which Ascension Health is subject now or in the future including, without
limitation, the Privacy Standards, Security Standards or Transactions Standards
(collectively “Laws”). If within ninety (90) days of either party first providing written
notice to the other of the need to amend the Master Agreement or Agreement to comply with
Laws, the parties, acting in good faith, are i) unable to mutually agree upon and





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	 	 	make amendments or alterations to the Master Agreement or Agreement to meet the
requirements in question, or ii) alternatively, the parties determine in good faith that
amendments or alterations to the requirements are not feasible, then either party may
terminate the Master Agreement upon thirty (30) days prior written notice.






	18.	 	Breach of Contract. In addition to any other rights Ascension Health may have in the
Master Agreement, this Agreement or by operation of law or in equity, a breach of this
Agreement shall constitute a material breach of the Master Agreement.






	 	 	IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written.





	 	 	 
	HEALTHCARE SERVICES, INC. d/b/a

	 	ASCENSION HEALTH
	ACCRETIVE HEALTH
	 	 
	 
	 	 
	/s/ Mary Tolan

	 	/s/ Anthony J. Speranzo
	 

	 	 
	Signed

	 	Signed
	 
	 	 
	Mary Tolan

	 	Anthony J. Speranzo
	 

	 	 
	Printed

	 	Printed
	 
	 	 
	12/13/07

	 	12/13/07
	 

	 	 
	Date

	 	Date







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