Effective November 1, 2004

Definitions
"Agreement" means this Placing Agency (Client) Agreement. "We," "us" and "our" refer to Providers Resource Network® also known by acronym PRN™, a subsidiary of BIG®Corporation. "You" and "your" refer to the person, client, client representative, employee, registered agent, company, corporation, or other legally authorized representative in whose name a service is arranged or delivered. “Client” means a person, or entity which professional service is rendered, or one who uses a social service entity. "Service" means us providing you with the use of planning or placement coordination using information that identifies a client by referral, arrangement, planning, or coordination or otherwise communication with a Service Provider. “Service Provider” a person, entity, or organization that receives client information for the purpose of offering human services “work” for you, or your client as an occupation. Our "Business Days" are Monday through Friday; national holidays may not be included. "State" means the State of Virginia.

Agreement; Amendments
We agree to provide service for you and to perform according to this Agreement. By signing, receiving, referring, or accepting a Client/Client Services or by permitting anyone else to sign, receive, refer or accept a client service coordinated for you, your client,  agency, or business, you agree to the provisions of this Agreement, which is subject to amendment, and further agree that this Agreement is binding on your successors, representatives and assigns. We may from time to time adopt new or amended provisions, which will be effective after notice is given or has been posted on our web site as indicated on the Providers Services Agreement Form or as otherwise permitted by law.  

Acceptance of Provider Resource

PRN™ will make referral on behalf of “You” its client or client representative. Once you have submitted a referral by supplying client information, or authorizing the provider service, or by placing the client for service, you have entered into this Agreement.  Upon acceptance of a Service Provider by “You”, the client, or agency, for services such as residential, clinical, medical, or professional human services, you shall notify us within one business day of initial services provided. 

Ownership and Use of Information
The client referral information is and will remain our property. However, you will be solely and completely responsible for the submission, possession, use and control of client information and its confidentiality.  Service Providers must surrender the information to us immediately upon request. The Client Information may not be used for third party referrals, or distribution.  

Undercutting; Deception by Exclusion

Declining arranged services with the intent to use the identified Service Provider(s) for the client without notifying us is “Undercutting”  A loss to this company will result in such exclusions and may result in legal action.  We will file suit for any illegal transactions.

PRN™ is a public relations network that provides placement and service coordination for providers and resource agencies, not a Human Service Agency.  PRN™ will not sell client information. Information shared is for the purpose of locating services only. See Disclosure of Information section below.

Services Sold

Clients, or client information is not for sale and cannot be purchased or sold. Clients, Client Representatives, or Agencies may not accept any form of payment or gift directly, or indirectly from a Human Service Provider in exchange of Client(s) or client services; such exchange is a criminal offense punishable by law and considered a conflict of interests.  

Honoring Services Coordination (Matchmaker);
Under the terms of this agreement you must notify PRN™ once you accept and or arrange a service with a Service Provider represented by Providers Resource Network to you, whereas we provided you with the use of information that identifies a Service Provider by referral, arrangement, planning, or coordination or other means of communication that results in services provided.  Service Coordination is withstanding for the duration of (1) one year. Failure to notify PRN™ will result in a loss to this company. Theft of Services will result in legal action.  We will collect a fee or file suit for any illegal transactions. 

Obligation for Appropriate Referral
PRN™ will make every effort to provide accurate and complete client referral information including medical, mental health, criminal, disability, risk factors and behaviors. We are obligated by our Service Providers to provide such information by you given to us as the referral source. Failure to provide complete and accurate information by a referral source may result in failed services/admission. PRN™ will review the admissions referral and determine if information provided by you was complete and accurate.  If we determine it was not, you agree to return any incentives received as a result of this referral.  Such failed referrals result in a loss to this company. If you feel that you are not liable for failed services, or have not received incentives, you will not need to submit reimbursement.  However, if we determine that failed placement is the result of miscommunication or incomplete referral information given by you, you are held to the terms of returning incentives. All referral appeals must be made in writing to the business mailing address, faxed to 1(888)9-PRN-FAX, or emailed to Appeal@VAPRN.us. In event of appeal, you shall receive a written explanation of our decision within 20 business days.   You will not be liable, for instance:If, through no fault of yours, the Service Provider dose not request the appropriate admissions criteria before admission;If the client or client representative or PRN was not able to disclose information where protected by law or release of information and the Service Provider knew about the constraint before accepting the client;
 
Placement and Services Liabilities

Liability ultimately lies between you, the client or client representative that signs the application for services and the Service Provider that accepts the client application. There may be other exceptions stated in this or other agreements with you.

Foreign Clients; Immigrants; and non-English Speaking Clients
Incumbent upon PRN having knowledge of citizenship and the ability to interpret non-English language, we will attempt to convey information to the best of our ability, but are not responsible for the agreement between you and the Service Provider.

Preauthorized Admission

In the event that “You” or the client has made previous arrangements with a Service Provider for admission but utilizes our service to coordinate the arrangement, complete the application, or have any involvement with the receipt of client, you shall be held to this Agreement.

Right to Stop Admission

If for any reason either party (Client, PRN, or Provider) decides to stop admission or receipt of services there shall be no liability unless services are provided by the Service Provider to this client within 1 year of coordination.  
 
Our Security Interest in Client Confidentiality
PRN has adopted a privacy policy that is available on our client website at www.VAPRN.com and in our office; Service Providers agree by accepting a Coordinated Service to uphold the clients right to privacy and confidentiality as outlined by our company, State, and Federal regulations.

Notices
Notices from you to us will be effective upon our receipt and reasonable time to process. Notices to you from us will be effective upon mailing to the last known address shown by our records or as otherwise provided in this Agreement.

Cancellation of Services; Terminating PRN Access
We may cancel your registration or terminate your status as a referral source with or without cause and without prior notice to you.

Documentation of Transactions
The Providers Resource Network maintains a record of all transactions between us and the Services Providers and Referring Sources. Reports, receipts or statements will constitute admissible evidence.

Your Duties and Liabilities
(1) to examine the client application before submitting the referral (2) to provide complete and accurate client information to the best of my ability; to not intentionally withhold information that may influence or hinder a service application (3) to not “Undercut” PRN from services it arranged (4) to not subject a client to change of service providers just to receive PRN Incentives.  

Client or Client Representative Dispute

If Client or Client Representative becomes in dispute for any reason, we, in our discretion, may refuse to authorize communication or provide incentive until the dispute is settled.

Disclosure of Client Information
We may disclose information about the Client to other organizations or to third parties:
1. Where it is necessary for completing transactions, and referrals or
2. In order to comply with government agency or court orders, or
3. If we need to protect or enforce our legal rights, or
4. If we otherwise deem appropriate, to the extent permitted by law.

Sharing Information
Except as otherwise prohibited by law, we may provide to others, including but not limited to, consumers, providers and licensing agencies, information about our experiences with you.  

Customer Contact
You agree that you and we have an established business relationship, and unless otherwise prohibited by law, that Providers Resource Network may contact you to offer you products and services that this company thinks may be of interest to you. Such contacts are not unsolicited, and Providers Resource Network may contact you by telephone or by an automated dialing and announcing device or by fax, e-mail or other form of electronic communication, and Providers Resource Network may monitor telephone calls with you to assure quality service.

Waiver
Failure by us to exercise any of our rights under this Agreement shall not be a waiver of any of our rights.

Severability
In the event that one or more provisions of this Agreement shall for any reason be held invalid or illegal, such holding will not affect the enforceability of any other provision.

Force Majeure
We will have no liability for any delays or failure of performance caused in whole or in part by fire, labor disputes, power failures, acts or omissions of civil authorities, civil disturbances, computer malfunction, or any causes beyond our control.

Limitation of Liability
You agree that in performing the duties imposed under this Agreement in no event will we be liable for any consequential, indirect or special damages.

Governing Law
This Agreement will be governed by federal law and where not preempted by or in conflict with federal law, the laws of the State of Virginia, without regard to conflict of law principles.

Network Referrals
Make referrals often; enjoy PRN™ rewards and incentives.  As a referral source, you are entitled to PRN™ Incentives that increase with the number of referrals.  Use PRN™ to coordinate your discharge planning and receive incentives for making completed referrals.  

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