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Operator Collaborative Care Terms

Welcome to the Operator Collaborative Care Program by Silver House!

These Terms represent a binding legal agreement between you, (the “Operator”) and Silver House regarding your participation in the Operator Collaborative Care Program (the, “Program”).

In our dedication to innovative care, Silver House created the Program to provide continuous, personalized, and effective support for individuals at all stages of their cognitive journey, with a special focus on those in later stages of cognitive decline.

The Program integrates advanced therapeutic solutions, telehealth services, remote monitoring, and collaborative care management to deliver proactive and coordinated support tailored to each patient’s unique health needs. The Program plays a vital role in stabilizing health conditions, reducing unnecessary hospital visits, and enhancing overall well-being, whether in-home or in assisted living settings.

  1. Purpose and Objectives

The purpose of this Agreement is to establish a comprehensive framework for Silver House to deliver coordinated and integrated healthcare services to residents of the Operator. This collaboration ensures the enhancement of cognitive health through our Community programs and overall well-being by addressing the broader spectrum of care needs through Silver House’s services.

Objectives:

Integrated Care: To offer seamless access to primary care, cognitive support, and therapeutic services.
Enhanced Monitoring: Using technologies such as Remote Patient Monitoring (RPM) and Remote Therapeutic Monitoring (RTM) to ensure continuous health oversight.
Quality of Life (QoL): Supporting personalized care plans, health assessments, and continuous support to enhance resident well-being.
Care Coordination: Facilitating collaboration between healthcare providers and Operator staff to ensure comprehensive and continuous care for residents.
Compliance and Safety: Adhering to all relevant healthcare laws, privacy regulations, and standards of care to ensure safety and confidentiality

  1. Term

This Agreement shall commence upon execution by both parties and shall remain in effect for an initial term of at least one (1) year, to allow for enough time to complete the clinical study on quality of life, quality of care, and lifespan in long-term care facilities using collaborative care framework, with collaborative care in place. The Agreement will automatically renew for additional 1-year terms unless terminated per the Agreement’s provisions.

3: Silver House Responsibilities

Silver House will provide or coordinate a full range of healthcare services for the Operator’s residents, with a specific focus on cognitive health. The MemoryWatch™ Community, was designed to slow or prevent cognitive decline, but Silver House also ensures access to other essential services when necessary to maintain residents’ health.

Responsibilities include, but are not limited to:

Cognitive Care Services: Silver House will coordinate access to comprehensive cognitive care services for residents, including chronic disease management, preventive care, and routine health assessments.
Behavioral and Mental Health Services: Silver House will provide specialized services for residents with cognitive impairments, including behavioral and mental health (BH and MH) care, therapy, and medication management.
Therapeutic Services: Access to physical, occupational, and speech therapy (PT, OT, SLP) will be provided to ensure residents maintain independence and mobility.
Remote Patient Monitoring (RPM) & Remote Therapeutic Monitoring (RTM): Silver House will implement RPM and RTM technologies to continuously monitor residents’ health, enabling timely interventions.
Collaborative Care Management (CoCM) and Primary Care Management (PCM): Silver House will coordinate care between healthcare providers, ensuring a streamlined approach to managing residents’ care plans and health conditions.
Chronic Care Management (CCM): For residents with chronic conditions, Silver House will manage ongoing health oversight and regular follow-up care.

  1. Integration of the Patient Collaborative Care Program

In addition to the responsibilities outlined above, Silver House will deliver services as part of the Patient Collaborative Care Program (the, “Collab Care”). Collab Care is designed to provide continuous, personalized care to individuals in the later stages of cognitive decline, leveraging advanced therapeutic solutions, collaborative care models, and technology-driven monitoring tools to enhance patient outcomes.

Collab Care encompasses key components, such as:

Telehealth Services
Remote Patient Monitoring (RPM)
Remote Therapeutic Monitoring (RTM)
Collaborative Care Management (CoCM)
Primary Care Management (PCM)
Chronic Care Management (CCM)
CogStim™ Cognitive Therapy
Prime™ Leadership and Coordination
Collab Care terms are incorporated by reference into this agreement, and the full Collab Care The full Collab Care Policy is available online, ensuring transparency and ease of reference for all parties. The services provided under this program will follow the guidelines and procedures established within Collab Care, ensuring seamless, proactive care for all participants.

In the event of any conflicting terms between the Collab Care Policy and this Agreement, the Collab Care Policy will govern the medical services provided under the Program. For ease of navigation, conflicting terms are flagged and cross-referenced within the online documents to ensure clarity.

  1. Non-Exclusivity and Patient Choice

Residents are free to choose their primary care providers, specialists, and healthcare services. Silver House will not replace existing healthcare relationships but will complement them by providing cognitive health support and coordination of services.

Silver House also supports residents who choose to opt-out of certain programs or services while ensuring continuity of care. Regardless of the Resident’s choice, Silver House will work with the Operator and providers to maintain a high standard of care and prevent any gaps in service.

  1. Commitment to Standards of Excellence

While the Operator and residents have freedom of choice in selecting healthcare providers, the Operator agrees to uphold certain standards of excellence in care. These standards ensure that every resident receives comprehensive and quality healthcare, with Silver House filling any gaps in service. Silver House guarantees the availability of healthcare services that meet or exceed industry standards, even in situations where patients choose alternate providers.

Standards of Care: The Operator must maintain certain healthcare standards, ensuring quality, coordination, and compliance.
Provider Availability: Where providers are unavailable or care gaps are identified, Silver House will ensure access to PT, OT, SLP, BH, MH, RPM, and PCM services.
Advocacy Role: Silver House will act as an advocate on behalf of residents to guarantee that no care oversight or service failures occur, irrespective of whether residents choose specific Silver House services.

  1. Operator Responsibilities

The Operator plays a crucial role in ensuring that residents receive comprehensive care and support under the Program. The Operator agrees to meet the following obligations to facilitate the successful implementation of Silver House’s services:

7.1 Daily Living Support

The Operator is responsible for providing assistance with Activities of Daily Living (ADLs) to residents, in accordance with state regulations.

This includes:

Bathing, dressing, grooming, toileting, and feeding.
Ensuring residents receive adequate nutrition and hydration.
Administering medications as prescribed, unless Silver House professionals are responsible for direct medication management.7.2

7.2 Coordination of Care with Silver House

The Operator must facilitate and collaborate with Silver House and its healthcare professionals to ensure the effective delivery of healthcare services. This includes:

Access to Residents: Ensuring that residents are available for scheduled healthcare appointments, treatments, and assessments by Silver House providers.
Sharing Information: Providing Silver House with timely and accurate information about residents’ health status, medical history, and any changes in their condition.
Staff Support: Ensuring staff members are available to assist Silver House providers during health assessments or treatments when required.
Emergency Situations: Following established emergency protocols and coordinating with Silver House for any follow-up care after an emergency situation.

7.3 Facility Management

The Operator agrees to maintain a safe, clean, and supportive environment for residents, ensuring compliance with all applicable health and safety regulations. This includes:

Conducting regular safety checks to minimize hazards.
Ensuring that facilities are up to date with necessary equipment for resident care.
Complying with state regulations regarding staffing levels and qualifications to meet the needs of residents.

7.4 Emergency Response

The Operator is responsible for handling all medical emergencies within the facility and ensuring that residents receive timely emergency care, including:

Initiating emergency protocols for urgent health situations.
Immediately contacting emergency services (e.g., 911) when necessary.
Providing appropriate first aid and stabilization until emergency personnel arrive.
Notifying Silver House as soon as possible about any medical emergency involving residents who are part of the Program.

7.5 Wound Care and Specialty Services

While Silver House provides comprehensive cognitive and general healthcare services, the Operator agrees to manage any additional specialty services, including wound care, that residents may require:

Wound Care: The Operator is responsible for providing or coordinating wound care services, unless otherwise agreed upon with Silver House. Silver House does not directly handle wound care services, but will assist in coordinating care if needed.
Specialty Providers: The Operator must ensure access to any specialty healthcare providers required for residents’ unique needs. Silver House will support this process as needed, filling in any gaps where appropriate.

7.6 Compliance with Regulations and Standards

The Operator agrees to comply with all state and federal healthcare regulations and to uphold the quality standards of the Program. This includes:

Ensuring that all staff members are current with their certifications and required training.
Participating in quality reviews conducted by Silver House to ensure the highest standard of resident care is maintained.
Providing Silver House with necessary documentation to demonstrate compliance with healthcare laws and regulations.

  1. Care Coordination and Communication Protocols

In this section, we define the communication responsibilities between the Operator and Silver House to ensure proper care coordination for residents. This involves timely updates, secure data sharing, and collaboration among care providers, the Operator, and Silver House.

  1. Communication Regarding Patient Consultations

To facilitate seamless care, both parties must adhere to the following communication guidelines:

Timely Updates: The Operator and Silver House agree to provide timely updates regarding patient consultations, including scheduling, outcomes, and follow-up requirements.
Preferred Methods: Communication will primarily be conducted through secure electronic means, such as emails, secure messaging platforms, or electronic health records (EHR) systems.
Documentation: All consultations, recommendations, and follow-ups will be documented in the resident’s EHR, accessible to both Silver House and the Operator’s staff as necessary.

  1. Reporting Test Results

Test results and health assessments are a critical part of patient care. Both parties will follow these guidelines:

Test Results Sharing: Silver House will promptly share all relevant test results with the Operator through secure channels. The Operator is responsible for ensuring that these results are used to improve the resident’s care plan.
Emergency Test Results: In situations where test results indicate an urgent health issue, Silver House will immediately contact the Operator by phone to ensure timely intervention.

  1. Scheduled Reviews and Follow-Ups

Scheduled reviews and follow-ups are essential for continuous care improvement:

Health Reviews: Regular follow-ups will be scheduled to assess the health status of residents. These will include periodic health assessments, evaluation of care plans, and adjustments to treatment protocols.
Collaboration Meetings: Silver House and the Operator will meet quarterly to review collaborative efforts, discuss resident outcomes, and address any concerns or areas for improvement.

  1. Forms of Communication

Communication is essential for real-time updates and decision-making. The following forms of communication will be used:

Written Communication: Written communication, including secure emails and messages, will be used for non-urgent updates and documentation purposes.
Oral Communication: Phone calls and video conferences will be used for urgent updates, immediate consultations, and discussions requiring real-time input.
In-Person Meetings: Periodic in-person meetings between Silver House professionals and the Operator may be arranged for care planning, training, and review sessions.

  1. Resident and Provider Communication

In addition to communication between Silver House and the Operator, Silver House will communicate directly with providers and residents where necessary:

Provider Communication: Silver House will coordinate with healthcare providers directly, ensuring all providers have access to relevant resident health information and can contribute to the care plan.
Resident Communication: Residents will be given opportunities to participate in their care plan discussions. Silver House will act as an advocate for residents, especially in cases where cognitive impairments may affect their ability to make decisions.

  1. Emergency Procedures

The Emergency Procedures section outlines the steps and protocols the Operator and Silver House will follow in case of emergencies, ensuring that residents receive timely and appropriate care.

  1. Escalation of Care Protocols

When a resident exhibits symptoms that require immediate medical attention, the following protocols will apply:

Initial Response: The Operator’s staff must initiate emergency procedures according to their training and state regulations. Silver House will assist in identifying critical symptoms, especially those related to cognitive impairments, and provide guidance on next steps.
Emergency Contact: If the situation is life-threatening, the Operator must immediately contact emergency services (911) and notify Silver House of the emergency as soon as possible. Silver House’s healthcare professionals will provide support and collaborate on any necessary follow-up care.
Follow-Up Care: After the emergency has been resolved, the Operator will provide Silver House with a detailed report of the incident. Silver House will review the situation and coordinate any follow-up care, including adjustments to the resident’s care plan, as needed.

  1. Procedures for Abnormal Test Results, Severe Pain, and Medical Emergencies

Abnormal Test Results: If test results indicate a severe health issue, Silver House will promptly communicate with the Operator, and the resident’s primary care provider will determine the necessary course of action. Silver House will ensure the Operator is kept up to date on all developments.
Severe Pain Management: The Operator’s staff is responsible for monitoring residents for signs of severe pain. For non-emergency severe pain, Silver House should be contacted for guidance on pain management and potential adjustments to the resident’s care plan.
Medical Emergencies: In the event of a medical emergency, the Operator should follow their standard emergency care protocols and inform Silver House immediately. Silver House will provide follow-up support to ensure the resident receives the appropriate care post-emergency.

  1. Emergency Contact Information

Emergency Numbers: The Operator’s staff will have access to Silver House’s emergency contact information, including after-hours contact numbers, ensuring 24/7 access to healthcare support in urgent situations.
Preferred Contact Methods: In emergency situations, contact should be made via phone for immediate response. Any follow-up details and documentation should be sent through secure electronic channels, such as encrypted email or secure messaging platforms.

  1. Data Sharing and Confidentiality

This section outlines the policies regarding the sharing of resident data between the Operator and Silver House, ensuring that personal health information (PHI) is protected in accordance with legal requirements, such as HIPAA.

  1. Consent to Data Sharing

Resident Consent: The Operator is responsible for obtaining written consent from residents (or their legal representatives) for the sharing of their personal health information with Silver House and other relevant healthcare providers. Consent is required for data related to cognitive health, treatment plans, and overall well-being.
Purpose of Data Sharing: Data sharing will be conducted to enhance the coordination and quality of care provided to residents, including sharing treatment plans, progress reports, and relevant medical histories between Silver House, the Operator, and any external healthcare providers involved in the resident’s care.

  1. Compliance with HIPAA and Privacy Regulations

HIPAA Compliance: Both the Operator and Silver House agree to comply with the Health Insurance Portability and Accountability Act (HIPAA) and any other applicable privacy regulations to ensure the protection of residents’ personal health information.
Confidentiality Measures: To safeguard personal health information, both parties agree to implement appropriate administrative, physical, and technical measures, such as secure storage and encrypted data transmission, to prevent unauthorized access or breaches of confidential data.

  1. Business Associate Agreement (BAA)

Business Associate Status: The Operator, as a “Business Associate” under HIPAA, will adhere to the terms required to ensure compliance with privacy regulations, while Silver House, acting as a “Covered Entity,” will oversee and manage the coordination of care.
Permitted Uses and Disclosures: The Operator is allowed to use and disclose residents’ personal health information only as necessary to fulfill the services under this agreement and in accordance with HIPAA, or as required by law.
Safeguards: The Operator agrees to implement necessary safeguards to protect the confidentiality, integrity, and availability of personal health information.
Reporting Breaches: The Operator is required to report to Silver House any incidents involving the unauthorized use or disclosure of personal health information, including breaches of unsecured information.
Subcontractor Compliance: Any subcontractors involved in the care of residents must agree to comply with the same privacy and security standards as required by this agreement.

  1. Data Management Practices

Data Access: Access to resident data will be strictly limited to authorized personnel from both Silver House and the Operator, based on a need-to-know basis to deliver services and coordinate care.
Data Transmission: Data exchanged between Silver House and the Operator will be transmitted through secure channels, such as encrypted email, secure messaging platforms, or dedicated health information exchange systems.
Data Retention: Resident data will be securely stored and retained in accordance with applicable state and federal laws and regulations.

  1. Breach Notification

Incident Reporting: In the event of a data breach or unauthorized access to personal health information, the affected party (Silver House or the Operator) must notify the other party within 24 hours of discovering the breach.
Mitigation and Resolution: Both parties agree to cooperate to mitigate the effects of any data breaches, conduct thorough investigations, and implement corrective actions to prevent future breaches.

  1. Resident Rights

Access to Information: Residents have the right to access their personal health information and request corrections to any inaccurate or incomplete data.
Revocation of Consent: Residents or their legal representatives may revoke consent for data sharing at any time by submitting a written request. The revocation will take effect upon receipt and will not apply to information already shared.

  1. Disclosure of Relationship and Consent to Care Protocol Enrollment
  2. Disclosure Requirement

The Operator agrees to disclose the relationship with the Community and Silver House to all prospective residents and their families. This disclosure shall highlight that the Operator is working with Silver House through the Community to offer enhanced cognitive health support, care coordination, and other healthcare services to residents. The disclosure must also explain that participation in these services is designed to improve the overall quality of life and well-being of residents, though the choice to opt-in remains with each resident or their legal representative.

  1. Enrollment and Consent Requirement

For every new resident admitted to the facility, the Operator will notify the resident’s (or their legal representative’s) about being a part of the the Community and to expect someone to reach out to them to coordinate enrollment. While enrollment allows Silver House to offer a comprehensive range of services, residents retain the right to opt-out of specific services such as CogStim or particular healthcare provisions. Regardless of participation in specific services, Silver House remains an advocate for the resident’s cognitive health, ensuring no gaps in care and advocating for continuity of care.

  1. Sharing of Resident Information

As part of the enrollment process, the Operator is required to share relevant resident information with Silver House to facilitate the initial outreach, care coordination, and enrollment in care protocols. This ensures that every resident, regardless of their level of participation in Silver House programs, receives the benefits of care coordination, oversight, and access to cognitive health support.

  1. Ongoing Communication

The Operator agrees to facilitate ongoing communication with Silver House for all enrolled residents. This includes providing timely updates on health changes, coordinating healthcare visits, and sharing any critical updates that may impact the resident’s cognitive health or general care needs.

  1. Resident Opt-In and Opt-Out Options
  2. Right to Choose Participation

The Operator acknowledges that residents or their legal representatives have the right to make informed decisions about their participation in the Community and Silver House programs. All residents will be presented with the opportunity to opt into the collaborative care services offered by Silver House, including cognitive stimulation (CogStim), behavioral health (BH), mental health (MH), remote patient monitoring (RPM), and other related healthcare services.

Residents also retain the option to decline certain services, such as CogStim or any other healthcare services, without impacting their overall care. However, by agreeing to enroll in the Community, residents’ consent to ongoing care coordination services provided by Silver House and the oversight of their overall healthcare to ensure continuity of care, even if they opt out of specific services.

  1. Operator’s Role in Facilitating Informed Consent

The Operator is responsible for ensuring that every resident or their legal representative is fully informed of their rights to participate or opt out of any services provided through the Community and Silver House programs. This includes providing residents with clear information about the nature of the services offered, the potential benefits of participation, and the opportunity to decline any services they do not wish to receive.

  1. Continued Coordination Regardless of Opt-Out

Even if a resident chooses to opt out of certain services, the Operator agrees to continue collaborating with Silver House on their behalf. Silver House will remain involved to provide oversight and advocate for the resident’s cognitive health, ensuring that no gaps in care arise and that the resident’s health and well-being are supported through other available means. Silver House’s role in coordinating primary care and other healthcare services will continue to complement any existing healthcare providers to avoid any negative impact on the resident’s cognitive condition or overall health.

  1. Service Adjustments Based on Resident Preferences

Silver House will adjust its services in alignment with the resident’s preferences and opt-in/opt-out selections. Regardless of participation in CogStim or other specific programs, Silver House will continue to support the overall care plan by ensuring that primary care, behavioral health, and any other required services are coordinated in line with the resident’s needs and the Operator’s commitments to providing a high standard of care.

  1. Insurance and Liability
  2. Proof of Insurance

36.1 Silver House Insurance: Silver House will maintain professional indemnity and public liability insurance throughout the term of this Agreement. Proof of insurance will be provided to the Operator upon request.

36.2 Operator Insurance: The Operator must maintain insurance coverage, including general liability, professional liability, and property insurance, in accordance with state regulations and industry standards. Proof of insurance will be provided to Silver House upon request.

  1. Liability and Indemnification

37.1 Mutual Indemnification: Both Silver House and the Operator agree to indemnify, defend, and hold harmless the other party, including their directors, officers, employees, agents, and representatives, from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of:

A breach of this Agreement by the other party.
The negligence, willful misconduct, or wrongful actions of the indemnifying party in the performance of their obligations under this Agreement.

  1. Resident Care Liability: Silver House will not be held liable for any damages, injuries, or losses arising from the Operator’s failure to maintain adequate care and supervision of residents outside of the services explicitly provided by Silver House’s cognitive health and Program. The Operator retains responsibility for all other aspects of resident care, including but not limited to:

Daily living support (e.g., ADLs, medication management).
Emergency response procedures (e.g., contacting emergency services in critical situations).
Any specialty services (e.g., wound care or physical therapy) not provided by Silver House directly.
The Operator acknowledges that it is the sole provider of any services not specified under the Program.

  1. The Community Liability: The Community and its affiliates are not liable for the actual provision of healthcare services, clinical outcomes, or care decisions made by Silver House or any other healthcare provider. The Community’s role is limited to facilitating the coordination of care between the Operator, Silver House, and the Resident’s healthcare providers. The Community will not be responsible for any damages, losses, or liabilities arising from care failures, miscommunication, or operational issues between the Operator and Silver House.
  2. Compliance with Healthcare Regulations
  3. Federal Laws and Regulations

Silver House and the Operator agree to comply with all applicable federal laws, including:

HIPAA (Health Insurance Portability and Accountability Act): To protect residents’ privacy and ensure the confidentiality of their personal health information (PHI).
Anti-Kickback Statute (AKS): The parties will not engage in any improper financial relationships or referrals. Services offered through the Program are independent of any kickback or inducement schemes.
42. State and Local Laws

Both parties agree to comply with all applicable state and local laws governing the operation of assisted living facilities and the provision of healthcare services.

  1. Licenses and Permits

The Operator is responsible for maintaining the necessary licenses and permits to operate an assisted living facility. Silver House will ensure that all necessary licenses and permits are in place to provide healthcare services within its scope, including cognitive health services.

  1. HIPAA Compliance and Privacy Practices

All parties involved in the Collaborative Care Agreement agree to comply with the Health Insurance Portability and Accountability Act (HIPAA) and all other applicable privacy laws and regulations.

Silver House maintains a comprehensive HIPAA & Privacy Practices policy that governs the use and disclosure of protected health information (PHI) within the Community. The full HIPAA & Privacy Practices document, which details the protections of PHI and patient rights, is hereby incorporated by reference into this Agreement.

This Agreement does not supersede or alter any of the obligations detailed in the HIPAA & Privacy Practices policy, and all parties must adhere to the standards outlined within that policy regarding the handling, sharing, and protection of PHI.

Should any discrepancies arise between this Agreement and the HIPAA & Privacy Practices policy, the HIPAA & Privacy Practices policy will govern.

  1. Anti-Kickback Statute (AKS) Compliance
  2. Compliance Assurance

Both parties commit to full adherence to the Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and all relevant federal and state laws governing healthcare fraud and abuse.

  1. Prohibition of Inducements

Neither party shall offer or accept any form of remuneration as a quid pro quo for referrals. This includes direct and indirect payments, gifts, or services aimed at influencing referral decisions.

  1. Financial Neutrality

This Agreement does not condition any referrals or patient volume between the parties. Decisions regarding patient referrals are based solely on clinical criteria and patient choice, ensuring compliance with legal and ethical standards.

  1. Monitoring and Compliance

Both parties will implement a compliance program to monitor adherence to the Anti-Kickback Statute. This includes regular audits and reporting mechanisms to identify and prevent potential violations.

  1. Record Keeping and Reporting
  2. Accurate Records

Both Silver House and the Operator agree to maintain accurate and complete records of all services provided under this Agreement. This includes maintaining medical records, billing records, and any other documentation required by law.

  1. Access to Records

Silver House shall have the right to access and review the Operator’s records specifically related to the health services provided under this Agreement, ensuring compliance with all healthcare regulations and quality standards.

  1. Representations and Warranties
  2. Right to Grant Rights

The Operator represents and warrants that it has the right to grant the rights and perform the obligations set forth in this Agreement.

  1. Authority to Enter Agreement

The Operator has the authority to enter into this Agreement and bind itself to its terms and conditions.

  1. Compliance with Laws

The Operator represents and warrants that it will comply with all applicable laws, regulations, and professional standards in the performance of its obligations under this Agreement.

  1. Confidentiality
  2. Confidential Information

Both parties agree that all confidential information, including resident health information and proprietary business information, must be treated with the utmost confidentiality.

  1. Obligations

The recipient of confidential information agrees to:

Maintain the confidentiality of the information.
Use it only for purposes related to this Agreement.
Protect the information with the same level of care as their own confidential information.

  1. Exclusions

Confidential information does not include information that is public, known prior to disclosure, or obtained from a third party without a breach of confidentiality.

  1. Termination and Cancellation

61.1 Termination and Removal from Referral Network

61.2 Termination by Silver House or Community

61.3 Termination for Convenience:

Either Silver House, Community, or the Operator may terminate this Agreement for any reason by providing ninety (90) days’ written notice to the other parties. However, termination by the Operator does not negate a resident’s right to continue receiving care under the Program. Silver House will work with residents and their families to ensure continuity of care even if the Operator exits the relationship

Resident Continuity: Residents currently enrolled in the program will continue receiving care, irrespective of the operator’s termination from the referral network, and the Operator must facilitate access for these residents to receive necessary care as part of their agreed obligations.
Care Transition: The Operator agrees to cooperate fully in transitioning care to ensure no resident experiences a lapse in services provided through Silver House, even after termination.

  1. Removal from Referral Network Certification:

If an Operator terminates its relationship with the Community or fails to meet the standards outlined in this Agreement, the Community reserves the right to remove the Operator from the Community Referral Network. This process will be formalized through the following:

Certification Revocation: Upon termination, the Operator will lose its certification as part of the Community Referral Network.
Notification to Families and Residents: The Operator is required to notify all affected residents and their families that they will no longer be part of the Community, but care through Silver House will continue to be available on an opt-in basis.
Compliance with Resident Rights: The Operator cannot prevent or inhibit residents from enrolling or continuing with Silver House services as long as the residents remain in the facility.

  1. Termination for Cause

63.1 Material Breach:

Either party may terminate this Agreement immediately in the event of a material breach that is not cured within thirty (30) days following written notice of the breach.

Resident Care Continuation: In cases of termination for cause, the Operator must ensure that residents currently enrolled in Silver House’s program continue receiving the services, with the Operator facilitating the required access and communication.

  1. Collaboration Requirement

Community Membership Dependency: The collaborative care provided under this Agreement is directly linked to Community membership. Termination of the Operator’s Membership in the Community will result in automatic termination of collaborative care services unless otherwise agreed upon for specific residents.
Resident Protections: Residents who have opted into the Community services may retain access to those services even if the Operator chooses to exit the referral network.
Coordination of Transfer: The Operator must coordinate with Silver House to ensure that any transferring residents continue to receive necessary care without disruption.

  1. Contracting Entities

When used in these Terms, “Silver House,” “we,” “us,” or “our” refers to the Silver House entity set out in Schedule 1 with whom you are contracting. The contracting entity will vary depending on the participant’s (resident, family, operator, or healthcare provider) location and the specific services provided.

For those located in the United States, the contracting entity is Silver House Healthcare, LLC. MemoryWatch, LLC acts as the resident agent for network coordination and notice facilitation but is not responsible for providing direct care or services unless explicitly stated in separate agreements. All service facilitation, care coordination, and network collaboration are managed by Silver House Healthcare, LLC.

By using the MemoryWatch Platform, you acknowledge and agree that your contractual relationship is with Silver House Healthcare, LLC for all collaborative care services. MemoryWatch, LLC solely manages coordination, logistics, and network notices as per the agreed terms.

  1. United States Governing Law and Venue

These Terms will be governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict-of-law principles.

You agree that any disputes or legal claims arising out of or related to these Terms, or any associated services provided by Silver House, that are not subject to arbitration, will be resolved exclusively by the courts of the State of Arizona, unless we both agree to some other location. You and Silver House agree to submit to the personal jurisdiction of the state and federal courts located within Maricopa County for the purposes of litigating all such disputes.

This provision does not prevent Silver House from seeking injunctive or equitable relief in any jurisdiction to protect its intellectual property rights or to enforce its other legal rights.

  1. United States Dispute Resolution and Arbitration Agreement.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND SILVER HOUSE AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER. This Arbitration Agreement supersedes all prior versions.

  1. Arbitration Agreement:
    By agreeing to these terms, you acknowledge and consent that any disputes or claims arising from this contract will be resolved through binding arbitration. For full details on the arbitration process, including procedures, rules, and governing law, please refer to our Arbitration Terms, which is incorporated by reference into this agreement and can be accessed on the MemoryWatch Platform in the legal section.
  2. Survival.

Except as provided in this Section and sub-sections and this Section, will survive any termination of these Terms and will continue to apply even if you stop using the Silver House Collaborative Care Services.

Miscellaneous

  1. Interpreting these Terms. Entire Agreement

Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Silver House and you pertaining to your access to or use of the Silver House Collaborative Care Services and supersede any and all prior oral or written understandings or agreements between Silver House and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Silver House. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 69 and its sub-sections above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” are used in these Terms it connotes an obligation with the same meaning as “shall.”

  1. No Waiver.
    Silver House failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
  2. Assignment.
    You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Silver House’s prior written consent. Silver House may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.
  3. Third-Party Services.
    Silver House may utilize third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Silver House is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
  4. Force Majeure.
    Silver House shall not be liable for any delay or failure to perform resulting from abnormal or unforeseeable circumstances outside its reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
  5. Terms of Service Updates

Silver House reserves the right to amend, modify, or update any part of this Agreement or any incorporated policies at its sole discretion. Any such modifications will be posted on the Silver House or MemoryWatch platform and notice of significant legal changes will be provided 30 days in advance via email or secure messaging. By continuing to participate in the Collaborative Care Program after the effective date of any amendments, the Operator agrees to be bound by the updated terms.