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THERACLOSURE ENGAGEMENT AGREEMENT​

THIS ENGAGEMENT AGREEMENT, along with the Terms and Conditions specified here and made a part hereof (together, the “Agreement”), is by and between ​TheraClosure, LLC (“TheraClosure”), located at 4400 East West Highway, Suite G, Bethesda, MD 20814 and me hereafter known as the “Client."  ​

BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, THE CLIENT AGREES TO AND BECOMES A PARTY TO THIS AGREEMENT.  IF AN INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF THE CLIENT, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE CLIENT IDENTIFIED IN THIS AGREEMENT.  IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THE TERMS OR CONDITIONS OF THIS AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT.​​​​​​​

1.​​ENGAGEMENT. ​The Client hereby engages TheraClosure to provide specific services specified below, which will include assistance in creating and storing a Professional Will for the Client’s psychotherapy practice (the “Practice”), and, pursuant to the terms set forth below, retaining TheraClosure to serve as the “Practice executor” to work to carry out the goals of the Client’s Professional Will upon the Client’s incapacitation or death, as described below and hereafter known as an “Incident”.  

The term “Services” shall include all services specified hereunder.  ​

For Clients who are owners of group practices consisting of more than one provider, this Agreement pertains only to the Client’s patients for whom the Client provides direct services, but not the patients of employees/contractors of the Practice unless they have entered into this Agreement and retained TheraClosure.  ​

For the avoidance of doubt, this Agreement shall be effective upon the payment of the initial fee and the submission of the Professional Will, as described below.​Initially, as described below, TheraClosure shall provide Services to prepare for an Incident.  ​

TheraClosure will also provide Services following an Incident; provided, however, in order for TheraClosure to provide post-Incident Services, the Client’s personal representative or any other party having the legal authority to act on behalf of the Client (hereinafter, the “Personal Representative”) shall provide TheraClosure written notice of the Incident and an acknowledgment of the Client’s engagement of TheraClosure hereunder, pursuant to such written instrument required by TheraClosure from time to time.​​​​​​​

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2. ​​COVERAGE PLAN. ​To initiate Services, the Client must pay in full for year 1 of a coverage plan of their choice (detailed below) plus an additional charge of a $200 set up fee.  TheraClosure is a subscription service, so that the Client must pay an advance annual fee for the Services. TheraClosure Coverage is currently $450 per year and is subject to annual increases of 3%.

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For those Clients who retain paper medical records, the Client is responsible for all fees related to the digitization of such records, so that TheraClosure will be able to remotely access the records to discharge duties outlined in this agreement.  If Client’s estate is in possession of paper records at the time of an Incident, the Client’s estate will pay all associated shipping and digitization fees. 

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3.​​ PRE-INCIDENT - INITIAL SERVICES.  Initial Services include:

​​​​​​(a)​​ One consultation session with a TheraClosure clinician to discuss details of the Client’s practice and professional will.​​​​​​​​​​​​​

(b)​​ Access to TheraClosure template to develop a professional will.  

(c) TheraClosure will be named in the professional will as the Practice Executor in the event of an Incident.​​​​​​​​​​​​​

(d) ​​Access to create a “Client Portal” with TheraClosure to provide all necessary documentation regarding their Practice which would enable TheraClosure to function as Practice Executor.  Any personal health care information will be securely stored with encrypted and HIPAA compliant means.  ​​​​​​​​​​​​​

(e) ​​A free password manager.​​​​​​​

(f) Client who choses to digitize paper records for electronic archiving may do so independently, or they may use TheraClosure to contract with such a company.  TheraClosure will provide boxes and shipping lables.  All costs of the digitization are the responsibility of the Client.  Costs are approximately $250 per bankers box (approximately 1800 pages)

Coverage for the Practice Executor program remains in effect for 1 year from the date that the Client submits the Professional Will, and it will be renewed on an annual basis thereafter.​​​​​​​

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4. ​​INCIDENT.  The Personal Representative’s shall notify TheraClosure of an “Incident,”  which is defined as an illness, accident, injury, or disappearance such that the Client is physically or mentally unable to fulfill the professional duties of his/her Practice, which may include without limitation the psychotherapy, psychological testing, coaching, or other mental health treatments or services Client typically provides for “patients” or “clients” of the Practice.  An Incident will not include a physical condition in which the Client retains adequate mental faculties and physical capabilities to be present for patients (in person or virtually) or to arrange coverage with a qualified colleague for routine matters such as crisis coverage during a brief absence (i.e., maternity leave, vacation, minor injury, planned surgery, and the like).  Absent an Incident, the Client understands he/she will continue to arrange for such coverage for their Practice even if unavailable.  

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5.​​ PRE-INCIDENT YEARLY SERVICES.  Yearly services include:​​​​​​Prior to the occurrence of an Incident, TheraClosure remains on retainer to provide the services described below.​​​​​​

(a) ​​Continued access to the “Client Portal” to update information as needed to enable TheraClosure to function as Practice Executor.​​​​​​​​​​​​​

(b) ​​Continued use of free password manager.

For those Clients who have digitized paper records and choose to have TheraClosure store those records Pre-Incident, the cost is $50/year, plus $100 per requested file transfer.

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​6.​​ POST-INCIDENT SERVICES.  Upon the occurrence of an Incident, and the Personal Representative satisfying the duties set forth in Section 1 above, a TheraClosure clinician will be assigned to serve as the Client’s Practice Executor (the “PE”) to provide the Services outlined below throughout three (3) phases:​​​​​​​​​​

Post-Incident Phase I: Immediate Triage of Active Patients and Securing of Records:

-Confirm that medical records are securely stored.

-To the extent accessible to TheraClosure, change voicemail, email, and websites to direct patients to the executor, eliminating ways for them to attempt to contact the therapist or her family.

-Obtain contact information for current patients and identify the order in which patients need to be notified to cancel upcoming appointments.

-The PE memorializes all contact with patients, and this is stored by TheraClosure.​

The following Phase I Services pertain only to psychotherapy patients, not to psychopharmacology patients:

-Review clinical summaries stored with TheraClosure which pertain to Client’s current active psychotherapy patients in order to consider clinical approach and to procure appropriate referrals.​

-Endeavor to contact psychotherapy patients (in manner instructed in PW) with notification of death or of practice interruption due to incapacitation.  Endeavor to identify available psychotherapy referrals to match patient needs (using TheraClosure partners who identify therapists with immediate availability).  If indicated as the therapist’s preference in the PW, TheraClosure will confirm the availability of the therapist’s own referral colleagues for on-going therapy, then turn to network referrals as necessary, in order to attempt to effectuate a transfer of care.

-​Endeavor to facilitate psychotherapy referrals and assist with transfers.​

Clients in possession of paper records at the time of an Incident understand and agree that TheraClosure requires the cooperation of the Personal Representative or an Identified Individual the Client has named in order to gain digital access to scheduling, patient contact information, and medical records.  The Client will have planned with such individuals to ensure the mechanisms by which their representative will fulfill this duty, understanding that TheraClosure is unable to administer the Professional Will without such access.  

Client understands that TheraClosure will not take custody of paper records, but that TheraClosure will assist the Personal Representative or other Identified Individual with directions regarding those files.  TheraClosure is not able to accept custodianship or responsibility for the confidentiality or security of any medical records remaining in paper form.  TheraClosure will collaborate with Personal Representative or Identified Individual to ship those files to a medical record scanning company to digitize those records and then destroy them in compliance with HIPAA standards..  All costs of the digitization are the responsibility of the Client’s Estate.  Costs are approximately $250 per bankers box (approximately 1800 pages).  TheraClosure accepts responsibility for the storage and transfer of those digitized records Post-Incident at no additional cost.

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FOR THE AVOIDANCE OF DOUBT, WHILE THERACLOSURE SHALL ENDEAVOR TO TRANSITION PATIENTS TO NEW PROVIDERS, THERACLOSURE CANNOT GUARANTEE THAT IT WILL BE POSSIBLE TO TRANSITION EACH PATIENT TO A NEW PROVIDER.

For psychopharmacology patients scheduled within 2 weeks following receiving notice of an Incident, TheraClosure will endeavor to contact patients to cancel upcoming appointments.  For them, and for all other psychopharmacology patients, notification and general referrals, if feasible, will be provided by written letter.  If TheraClosure is not able to match psychopharmacology patients to specific providers nor to determine provider availability, TheraClosure will endeavor to provide patients with psychopharmacology referrals with which to begin to determine follow-up care.​

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Post-Incident Phase II: Billing aspects of Practice (to be handled by TheraClosure billing specialist)​

-Using EHR/ billing programs, endeavor to issue bills on behalf of Client’s practice for uncollected fees for completed services provided by Client to patients.

-​Direct those incoming payments to Client’s Estate.

-​Provide insurance statements as needed to patients to assist with their reimbursement according to the policy the therapist had used.​

-Complete insurance reimbursement cycle for any outstanding bills.​Provide closure of account notices to patients.

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​Post-Incident Phase III: Closing the Practice​

-Determine which files can be deleted based on legal record retention requirements of the jurisdiction; consider any law requiring notification before destruction.

-Transfer storage of active files (past and present) to TheraClosure online storage platform (or its service provider) so that they are secured but available to patients in the future.

-Determine state-specific requirements regarding public notification when records will be transferred. Provide former patients with notice as required.

-Endeavor to be available in the future to former patients trying to reach the deceased therapist.

-Endeavor to contact applicable vendors to cancel autopayments, as long as Client (or the Personal Representative) provides TheraClosure with a list of autopayments to be cancelled.   Client’s Estate to continue to pay for website, telephone, lease bills, etc. that remain in Client’s name for the length of time instructed by TheraClosure, LLC (typically for one year after practice closure).  

-Endeavor to contact professional organizations, licensing boards, and malpractice insurance to inform them of the death.

-The Client’s account and PE duties are completed after 1 year, except for retention of records for the duration legally required.

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7.​​EXPIRATION/TERMINATION.​​​​

(a)​​ All payments are non-refundable.​​​​

(b)​​ The Client understands that if he/she fails to renew the Coverage by submitting payment for the yearly fee, this Agreement will be terminated, and TheraClosure will no longer be on retainer to provide the Services and to serve as Practice Executor in the event of an Incident, even if the Client has not made alternate arrangements at that time.

​​​​(c) ​​In event of the Client’s failure to renew (or the Client wished to terminate services with TheraClosure as permitted hereunder), the Client will be given 90 days in which it may extract any information already stored in their TheraClosure Client portal, though new information may not be added.  After 90 days or sooner if the Client notifies TheraClosure in writing of their wishes, TheraClosure will delete stored practice information, including passwords and access information.  The Client understands that TheraClosure will have no responsibility for data which is stored with integrated service partners, i.e. electronic health record systems.

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8.​​CUSTODIANSHIP.  Upon the occurrence of an Incident and the Personal Representative complying with this Agreement, TheraClosure shall serve as the custodian of the patient records in compliance with the Business Associate Agreement by and between TheraClosure and Client (the “Business Associate Agreement”), which shall be executed upon the completion of the Professional Will. The Client understands he/she is responsible for the following:  ​

-Inform TheraClosure in writing of any specific wishes or instructions regarding the management of patient records upon occurrence of Incident.

-Ensure that this Agreement is acknowledged by the Personal Representative of the estate to facilitate the execution of the custodian of record responsibilities.

-Complete all practice forms and update practice and password information routinely so that TheraClosure will be able to access the necessary information to execute the Professional Will.  

-Client understands that record custody and retention services apply only to EHR, not paper records, for which TheraClosure accepts no responsibility.

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9. ​​NO ASSUMPTION OF LIABILITIES.  TheraClosure does not assume responsibility for any deliverables owed by the Client’s Practice.  Any debt will be forwarded to the Estate or Personal Representative, or paid per the Client’s instruction, using monies authorized by the Estate.​​

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Additional Terms and Conditions

Additional terms and conditions are specified here.