EXHIBIT
10.1


August
7, 2017


 


Lissette
Esposito Orange Care Group 14750


NW
77 Ct. Suite 308


Miami
Lakes, FL 33016


 


Re:
Management Services Agreement


 


This
letter agreement (“Letter”) is intended to set forth our mutual agreement with respect to an arrangement pursuant
to which Medical Innovation Holdings, Inc. (“MANAGER / MIHI”) will provide Information Technology management services
to practices enrolled in Orange Care Group’s Accountable Care Organizations, including Total Care ACO, LLC d/b/a Orange
Accountable Care of New York, Orange Accountable Care of New Jersey, LLC, Orange Accountable Care of Texas, LLC, Orange Accountable
Care of South Florida, LLC or Orange Accountable Care Organization of South Florida, LLC (collectively known as “ACO”).


 


It
is the understanding of the parties to this Letter that the products and services which Manager will provide to providers, practices
and physicians that are members of the ACO (“ACO Participants”) will support the ACO’s mission of Advancing
Care Information in connection with the provision of healthcare services by such ACO Participants to their patients who are Medicare
beneficiaries.


 


PROPOSED
AGREEMENT:


1.
Engagement; Management Services


 


Manager
seeks to provide and manage certain telemedicine events, remote diagnostics and medical device development to and for ACO Participants
and provide these services listed on Exhibit A attached hereto (the “Services”). Manager shall provide the
Services in accordance with the terms of this Letter.


 


A.
Manager shall provide the Services in compliance with all applicable federal, state and local statutes, regulations and ordinances,
and shall not take any action that would constitute a violation by Manager or by Orange Care Group of any such statute, regulation
orordinance.


 


B.
All Management Services provided by Manager shall be provided with prior approval by and in consultation with Lissette Esposito
or her designee(s).


 


C.
All Management Services provided by Manager are on an at-will election basis by provider, practice, or physician only. Orange
Care Group will make its best efforts to support Manager’s services but makes no guarantees that any of its practices, providers,
or physicians enrolled in the ACO will elect Manager’s services. Orange Care Group will make a determination of providers,
practices, or physicians that may benefit from Manager’s services listed in Exhibit A and inform Manager of these providers.
Contractual obligations of elected services, if any, will be directly with the electing provider, practice, or physician only.


 




    	 



    	 



    

 


2.
Compensation.


 


As
compensation for all Services provided by Manager pursuant to this Letter, Orange Care Group will pay Manager compensation in
accordance with Exhibit B attached hereto. The parties acknowledge and agree that the compensation provided for in this
Agreement was determined based on arm’s length negotiations between the parties, that such compensation is consistent with
the fair market value of the Services to be provided by Manager, and such compensation has not been determined in a manner that
takes into account the volume or value of any referrals or business otherwise generated between the parties.


 


3.
Term andTermination.


 


A.
Term and Termination. The term of the arrangement contemplated by this Letter shall commence on the Effective Date hereof,
and to insure the proper implementation procedures by the Manager, the term will not be less than five (5) months with, at the
end of such five-month period, an option to renew for a term of not less than one (1)year.


 


B.
Termination. This Agreement may be terminated at any time by either party with or without cause.


 


C.
Effect of Termination. Upon termination of this Agreement for any reason, except for any other obligations of the parties
which expressly survive termination of this Agreement, including but not limited to the obligations set forth in Section 4 immediately
below, neither party shall have any further obligation to the other party.


 


4.
Confidential Information.


 


A.
Definition of Confidential Information. “Confidential Information,” as used in this Agreement, means any and
all confidential and/or proprietary information regarding either party, including, without limitation, policy/procedure manuals,
forms, documents, financial information regarding either party, patient information, marketing materials and/or information, referral
sources, and other information relating to the Services or to the operation of the ACO, which information has been provided by
Manager to Orange Care Group, or by Orange Care Group to Manager, whether disclosed orally, in writing, or through any other medium.
Notwithstanding anything to the contrary in the immediately foregoing sentence, no such information or items shall constitute
“Confidential Information” to the extent that such materials or information were or become generally available to
the public other than as a result of a disclosure by or through the disclosingparty.


 


B.
Non-Disclosure and Non-Use of Confidential Information. Neither party shall, at any time, directly or indirectly, without
the prior written consent of the other party (i) communicate, disclose, disseminate or publish in any form whatsoever the other
party’s Confidential Information or any portion thereof; (ii) aid any other person in the communication, disclosure, dissemination
or publication of the other party’s Confidential Information; or (iii) use the other party’s Confidential Information,
except for or in connection with the management and operation of theACO.


 




    	 



    	 



    

 


C.
Confidential Information Required to be Disclosed by Law. Notwithstanding any other provision in this Agreement (i) in
the event that either party or any of its representatives is required by law, regulation, legal or regulatory process, court order,
or other governmental requirement (each a “Governmental Requirement”) to disclose any Confidential Information of
the other party, such first party shall, to the extent permitted by law, provide such other party with notice of any such request
or requirement so that such other party may seek a protective order or other appropriate remedy (and the first party will reasonably
cooperate with the other party in such efforts, at such other party’s request and expense) or waive compliance with the
provisions of this Agreement and (ii) if, in the absence of a protective order or other remedy or the receipt of a waiver from
such other party, such first party or its representative, as applicable, is advised by legal counsel that it is nonetheless required
to disclose Confidential Information, such first party or its representative, as applicable, may, without liability under this
Agreement, disclose only that portion of the Confidential Information required to be so disclosed (provided that such first party
will cooperate with such other party, at such other party’s request, to obtain assurance that confidential treatment will
be accorded such disclosedinformation).


 


5.
Counterparts.


 


This
Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together
constitute but one and the sameinstrument.


 


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


 


	 	MANAGER:
	 	 
	 	Medical
    Innovation Holdings, Inc.


 


	By	:
    /s/Arturo “Jake” Sanchez	 
	 	Arturo
    “Jake” Sanchez, President,	 


 


	 	CEO
    and director
	 	ACO:Orange
    Care Group
	 	 	 
	 	By:	/s/Lissette
    Esposito
	 		Lissette
    Esposito


 




    	 



    	 



    

 


Exhibit
A


 


MANAGEMENT
SERVICES


 


LIST
OF SERVICES FURNISHED TO ACO PARTICIPANTS


 





	 	1.	Equipment:
    assessment and management of equipment needs at elected practice: leasing equipment to practice. Information Technology: assessing
    and strategic planning regarding IT and telemedicine events, remote diagnostics and medical device development at elected
    practice
	 	 	 
	 	2.	Implementation;
    server maintenance; network management; providing, monitoring, and training on EHR systems and practice management software;
    providing, implementing, integrating, and updating hardware, software; providing IT personnel and support; providing billing
    systems; providing helpdesk; data conversion; document management and scanning at elected practice
	 	 	 
	 	3.	Compliance:
    preparing, implementing, and monitoring policies for compliance with requirements such as fraud and abuse, HIPAA Privacy and
    Security, disaster planning, CLIA, OSHA, FMLA, and state statutes and regulations at elected practice


 


Exhibit
B


 


COMPENSATION


 


Compensation
for the Services provided by Manager pursuant to this Agreement is according to the following schedule:


 


	 	●	A
    fifty thousand dollar ($50,000.00) set up fee will be paid to MIHI by Orange Care Group upon signing of this Agreement by
    Orange Care Group. Such fee shall be used by MIHI to initiate performance of the services listed in Exhibit A.
	 	 	 
	 	●	MIHI
    shall charge ACO providers, practices and physicians who elect to purchase any of the products and services being provided
    by MIHI a twenty percent (20%) service fee on a cost plus basis of Fair Market Value for any fee for service. This fee will
    be subject to negotiation by MIHI with Orange Care Group, its providers, practices and physicians.