Last Updated: May 13,2025

Master Services Agreement

1. Parties

This Master Services Agreement (“Agreement”) is entered into between Ambula RCM, LLC, a California limited liability company (“Ambula”), and the client identified as the “Customer” on the applicable Purchase Order (the “Client”). This Agreement becomes effective on the date the last Party signs that Purchase Order (the “Effective Date”). Ambula and Client are each a “Party” and together the “Parties.” Each Purchase Order is incorporated by reference and governed by this Agreement.

2. Definitions

“Collections” means all payments actually received by Client for services rendered, including insurance, patient, or third‑party payments, net of refunds. “RCM Services” means medical billing, follow‑up, denial management, patient statement generation, and associated revenue‑cycle tasks set forth in Exhibit 1

3. Scope of Services

Ambula will:

  1. Provide RCM Services described on the Purchase Order and or in Exhibit 1

  2. Perform payer credentialing and re‑credentialing listed in Section 4 on a one‑time fee basis or as described on the Purchase Order.

4. Fees & Payment

Item Amount Timing
RCM fee 6 % of monthly Collections Monthly, due first of month
Minimum $3,500 per month If 6 % of Collections < $3,500, Client pays difference
Credentialing [$250 or more per payer] one‑time Before credentialling starts

Late payments accrue 1 % per month. Ambula may suspend services upon 15 days’ notice for non‑payment.

5. Client Responsibilities

  • Provide accurate, timely clinical documentation and demographic data.

  • Cooperate in gathering provider signatures, licenses, and payer forms needed for credentialing under Medi‑Cal and commercial plans

  • Honor payer contracts and refrain from balance‑billing patients in violation of state law,

  • Client is solely responsible for the accuracy, completeness, and medical necessity of all codes, charges, and documentation supplied to Ambula.

6. Compliance, Privacy & Security

  • Ambula is a Business Associate and will comply with HIPAA, HITECH, and relevant California privacy statutes.

  • Each Party will implement administrative, physical, and technical safeguards for PHI.

7. Indemnification & Limitation of Liability

  • Mutual indemnity for third‑party claims arising from negligence or willful misconduct.

  • Neither Party shall be liable for indirect or consequential damages; Ambula’s aggregate liability is capped at 3 months of fees paid, except for HIPAA breaches or gross negligence.

8. Term & Termination

  • Initial term: [12] months; auto‑renews for successive 1‑year terms unless either Party gives 90‑day written notice.

  • Either Party may terminate for uncured material breach after 30 days’ notice, or immediately for bankruptcy or unlawful conduct.

  • If Client ends for convenience during the initial term, Client pays the greater of (i) 3 months’ average fees or (ii) the unpaid $3,500 minima through the original term.

9. Dispute Resolution & Governing Law

  • Any dispute not resolved informally within 30 days shall be mediated in [Los Angeles County] before either Party may file suit.

  • This Agreement is governed by the laws of the State of California, without regard to conflict‑of‑laws principles.

10. Exclusive Remedy; Limitation of Liability

19.1 Exclusive Remedy – Re‑performance. If Client believes that any Billing or Credentialing Service has been performed improperly, Client shall give Ambula written notice within [30] days after discovering the issue. Ambula’s sole obligation and Client’s exclusive remedy shall be, at Ambula’s option, either (a) re‑performing the affected Service at no additional charge or (b) issuing a credit or refund of the fees allocable to that Service. CLIENT WAIVES ALL OTHER REMEDIES, INCLUDING ANY RIGHT TO RECOVER MONEY DAMAGES, FOR CLAIMS COVERED BY THIS SECTION.

10.2 Damages Disclaimer. Except for the carve‑outs in Section 8.4, in no event shall Ambula be liable to Client (whether in contract, tort, or otherwise) for (i) any indirect, incidental, special, exemplary, punitive, or consequential damages, or (ii) any lost revenues, profits, savings, or goodwill, even if Ambula has been advised of their possibility.

10.3 Aggregate Cap. Ambula’s total cumulative liability for all claims arising out of or relating to this Agreement shall not exceed the fees actually paid by Client to Ambula during the three (3) months immediately preceding the event giving rise to the claim.

10.4 Non‑waivable Claims. Nothing in this Agreement limits a Party’s liability for (a) its gross negligence, willful misconduct, or fraud; (b) breach of its confidentiality or data‑security obligations; or (c) indemnification obligations expressly assumed hereunder. Any attempt to limit such liability would be unenforceable under California Civil Code §1668.

10.5 Time Bar. No action (other than for non‑payment) arising out of this Agreement may be brought by either Party more than one (1) year after the cause of action accrues.

11. Miscellaneous

  • Entire agreement; amendments in writing signed by both Parties on the Purchase Agreement

  • Assignment only with prior written consent (except to a successor via merger or asset sale).

  • Notices via certified mail or electronic delivery with confirmation.

  • Ambula may increase fees on 60‑days’ notice if a change in law (e.g., new CMS rule or state surcharge) raises Ambula’s cost of delivery.
  • Binding AAA arbitration in Los Angeles; each party waives class or representative actions.
  • Ambula retains all rights to its software, workflows, and templates; Client gets a non‑exclusive license only during the term.

Attachment A – Business Associate Agreement

ambula.io/baa

Exhibit 1 – Detailed RCM Services

Scope of Services

1. Credentialing & Contracting (Medical & Dental)

We will manage the complete credentialing process for both medical and dental payers, ensuring that your oral surgery

providers and facility are properly enrolled and contracted.

A. Provider & Facility Credentialing

  • Enrollment with medical (Medicare, Medicaid, Commercial Payers) and dental insurance plans
  • ASC Facility Credentialing & Licensing Support
  • CAQH profile setup and ongoing maintenance
  • NPI (Type 1 & Type 2) & Tax ID enrollment management
  • Re-credentialing and contract renewals
  • Assistance with fee schedule negotiations

B. IV Sedation & Anesthesia Credentialing

  • Enrollment & credentialing for IV sedation and anesthesia billing
  • Anesthesia provider enrollment for in-office and ASC procedures
  • Compliance with payer guidelines for moderate to deep sedation billing

C. Prior Authorization & IVR Services

  • Verification & Authorization for IV sedation and complex oral surgery cases
  • Medical & dental cross-authorization support
  • Submission & tracking of IV sedation and surgical pre-authorizations
  • Coordination with insurance payers for real-time IVR status updates

2. Full Revenue Cycle Management (RCM) Services

A. Patient Registration & Insurance Verification

  • Medical & dental eligibility verification before procedures
  • Prior authorization & IVR processing for oral surgery cases
  • Coordination of benefits (COB) & financial counseling

B. Advanced Medical & Dental Coding

  • Specialized oral surgery coding expertise for medical and dental claims
  • Proper CPT, ICD-10, HCPCS, and CDT coding
  • Medical necessity documentation support
  • Modifier application to prevent denials

C. Dual Claims Submission (Medical & Dental Cross-Billing)

  • Simultaneous submission to medical and dental insurers when applicable
  • Medical necessity justification for covered procedures under health plans
  • Custom billing workflows for oral surgery procedures requiring dual claims

D. Claims Processing & Revenue Optimization

  • Clean claim submission for faster reimbursements
  • Charge capture & reconciliation
  • Custom claim follow-up strategy to reduce AR aging

E. Denial & Appeals Management

  • Proactive denial tracking & root cause analysis
  • Aggressive appeals process for denied IV sedation & oral surgery claims
  • Payer negotiation for higher reimbursement rates

F. Accounts Receivable (A/R) & Collections

  • Aging report analysis & targeted follow-ups
  • Patient statement management & custom payment plans
  • Bad debt prevention strategies

G. Compliance & Reporting

  • HIPAA-compliant billing audits
  • Monthly performance reports (collections, denials, KPIs)
  • Fraud & abuse compliance monitoring