Exhibit 10.24


 


ADDENDUM


TO
THE AGREEMENT BETWEEN SENIOR
WHOLE HEALTH, LLC



AND


CONTRACTED
PROVIDER


 


THIS
ADDENDUM ("Addendum") is
made to the
agreement ("Agreement")
by and between
Senior Whole Health,
LLC ("SWH") and the
physician, provider, practitioner or facility with which SWH has contracted to provide Covered Services to SWH's enrollees
(for purposes of this Addendum, "Contracted Provider"), referred to collectively
as "Parties."


 


WHEREAS,
pursuant to the Agreement,
Contracted Provider provides
certain Covered Services to
SWH Members; and


 


WHEREAS,
 SWH is
seeking to become 
accredited  by the
National  Committee for
Quality Assurance ("NCQA");
and


 


WHEREAS,
NCQA requires that
certain provisions be
included in the
Agreement;


 


NOW, THEREFORE,
in consideration of the
mutual covenants herein
contained, the Parties hereby
agree as follows:


 


		1.	NCQA PROVISIONS



 


(a)     
Contracted Provider
agrees to comply
with the provisions
of Attachment "A",
which is expressly
incorporated into the
Agreement and is binding upon
the Parties to the Agreement.


 


(b)    
Contracted Provider
agrees that any
additional provisions which
must be incorporated
into the Agreement in order
for SWH to
achieve or maintain
NCQA accreditation may be unilaterally added
to this Addendum and/or the Agreement by
SWH upon thirty (30)
days prior written notice to Contracted Provider,
and that such provisions shall thereafter be binding upon the Parties.


 


		2.	INTERPRETATION



 


(a)     
In the event
of any inconsistency between
this Addendum and
the Agreement, the
Parties agree that the
terms of this Addendum
shall control.


 


(b)    
Except as modified
by the terms
of this Addendum,
all terms, conditions,
and provisions of the
Agreement shall remain
in full force and effect.


 


(c)     
Except as
modified by the
terms of this
Addendum, all terms, conditions,
and provisions of the
Agreement shall remain
in full force and effect.


 


(d)    
Any modifications
or revisions made
to this Addendum
by Contracted Provider
shall render this Addendum
null and void
and of no
effect.


 


(e)     
Capitalized terms
not defined herein
shall have the
meaning ascribed to
them in the Agreement.







    	 



    	 



    

IN
WITNESS WHEREOF, the
parties authorized representatives
have executed this Addendum
as of September 1, 2012.


 





	Senior Whole Health, LLC:	 	Contracted Provider:
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	Michael Wyman	 	Name:	Paul Bulat
	 	 	 	 	 
	Title:	Chief Operating Officer	 	Title:	President
	 	 	 	 	 
	Date:	July 3, 2012	 	Date:	July 16, 2012



 


 







    	 



    	 



    

 


 


 


Attachment A


NCQA Provisions


 


In addition to Contracted
Provider’s obligations under the Agreement, Contracted Provider agrees
to abide by the following contract provisions required by NCQA, an independent national organization that reviews and accredits
managed care plans and measures the quality of care they provide.


 


		1.	Compliance with SWH Protocols. Contracted
Provider agrees to cooperate with, be bound by and abide by, SWH’s Protocols, including, without limitation, SWH’s
Quality Improvement program, credentialing process, peer review systems, Authorization requirements, Member grievance and appeal
requirements, and Utilization Management program. Contracted Provider shall provide
Covered Services in accordance with the Agreement, Protocols, the applicable Evidence of Coverage of a Member, CMS requirements
for a Medicare Advantage program, and all applicable State and federal laws and regulations. [In fulfillment of NCQA standard
QI 3A.] 



 


		2.	Records. SWH shall have the right,
upon reasonable request, and for purposes related to the Agreement, to inspect, at reasonable times, records of Members, and records
pertaining to the Agreement. Authorized representatives of SWH shall have access to all materials
included in the Contracted Provider’s Member record to the extent permitted by state and federal law. [In fulfillment
of NCQA standard QI 3A.]



 


		3.	Confidentiality. Contracted
Provider and his/her/its employees, agents, volunteers, and subcontractors, shall treat all information, which is obtained
by it through its performance under the Agreement, as confidential to the extent required by the laws of the State and of the United
States and any regulations promulgated thereunder. Any violation of confidentiality by Contracted
Provider and/or his/her/its employees, agents, volunteers, or subcontractors shall be cause for immediate termination of
the Agreement. [In fulfillment of NCQA standard QI 3A.]



 


		4.	Obligations Upon Termination. In
accordance with the requirements of applicable government sponsored health benefits programs, SWH's accrediting bodies and/or applicable
law and regulation, upon termination of the Agreement, Contracted Provider will continue to provide Covered Services to Members
as indicated below and to cooperate with SWH to transition Members to other SWH Participating Providers in a manner that ensures
medically appropriate continuity of care. 



 


		(a)	In the event of SWH insolvency or cessation of operations
of SWH, Contracted Provider agrees to continue to provide services to: (i) those Members who are confined in an inpatient facility
on the date of termination until the date of discharge; and (ii) for all Members for the duration of the applicable government
sponsored health benefits program contract for which payments have been made by the applicable government agency. 



 


		(b)	In the event of expiration or termination of the Agreement
for any reason, including



 


			insolvency or cessation of operation, Contracted Provider
agrees to continue to provide access to: (i) those Members undergoing active treatment for a chronic or acute medical condition
as of the date of expiration or termination of the Agreement through the Member’s current period of active treatment, or
for up to ninety (90) days, unless otherwise required by a government sponsored health benefit program contract; and (ii) those
Members in the second or third trimester of pregnancy as of the date of expiration or termination of the Agreement for a transitional
period that includes the provision of post-partum care directly related to the delivery. 



 


			Unless otherwise provided for herein, the terms and conditions
in the Agreement shall apply to such post-termination Covered Services. [In fulfillment of NCQA standard QI 10C.]



 


		5.	Communication with Members. Contracted
Provider may freely communicate with Members about their treatment, regardless of benefit coverage limitations.
[In fulfillment of NCQA standard QI 3B.]



 


		6.	Hours of Operation. Contracted Provider shall ensure that
SWH Members have access to the same hours of operation as patients covered under commercial plans. [In fulfillment of NCQA standard
MED1 E.]



 


		7.	Subcontracts. If Contracted Provider
is providing Medicare Advantage services and subcontracts any of the services covered under the Agreement, Contracted Provider
will include in its agreement with such subcontractor (“Subcontractor”) a requirement that Subcontractor agrees to
comply with applicable Medicare laws and regulations. [In fulfillment of NCQA standard MA9 A2.]