Contract analysis

1. Background and Authorization. This template was developed as part of the Anti-Kickback Statute ("AKS") and Physician Self-Referral Law ("Stark Law") self-assessment and remediation engagement conducted by Calderwood & Harkness LLP during the period from January 30, 2023 through July 12, 2023, at the direction of AHT General Counsel Patricia Yamamoto and Chief Compliance Officer Derek Huang. The engagement was auth

2. Scope of Use. This template is designed specifically for diagnostic imaging equipment, mobile equipment access, and similar arrangements involving medical or diagnostic equipment where one party to the arrangement is in a position to make or receive referrals to the other party for designated health services ("DHS") reimbursable under Medicare, Medicaid, or other federal healthcare programs. This includes the type

3. Fair Market Value Requirement. A fair market value ("FMV") opinion from an independent qualified appraiser (e.g., Northbridge Valuation Advisors LLC, or another appraiser meeting the qualifications set forth in AHT's Fair Market Value Determination Procedures) must be obtained prior to execution and attached as Exhibit C. The FMV opinion must address the specific equipment to be leased, the proposed rental rate, t

4. Required Approvals. The completed agreement must be reviewed and approved by General Counsel (currently Patricia Yamamoto), the Chief Compliance Officer (currently Derek Huang), and, where applicable, the responsible Regional Medical Director for the market or region in which the equipment will be located. No equipment lease or access agreement may be executed without all required approvals. Approval must be docum

5. Cross-References to AHT Policies. Users of this template should familiarize themselves with and follow the procedures set forth in the following AHT policies and procedures: (a) AHT Revised Vendor and Third-Party Arrangement Policy (adopted July 1, 2023); (b) AHT Fair Market Value Determination Procedures (adopted July 1, 2023); (c) AHT Non-Monetary Remuneration and Compliance Exception Tracking Protocol (adopted

6. Prohibition on Volume-Based Rental Fees. Per-use, per-scan, per-procedure, per-patient, or other volume-based or unit-of-service-based rental fees are strictly prohibited. Such fee structures cause the arrangement to fail both the Stark Law equipment rental exception (42 C.F.R. § 411.357(b)) and the AKS equipment rental safe harbor (42 C.F.R. § 1001.952(c)), because the rental charges would necessarily take into a

7. Gap Assessment Reference. The Grayson Whitaker gap assessment report (Report No. GW-AHT-2022-Final, dated December 12, 2022, prepared by Grayson Whitaker Advisory Group) identified certain existing AHT equipment lease arrangements with volume-based fee structures as high-risk items requiring immediate remediation. This template was developed in direct response to those findings and is intended to replace all prior

8. Referral Source Arrangements. Any arrangement involving a physician (or an immediate family member of a physician, as defined in 42 C.F.R. § 411.351) who is in a position to refer patients to AHT (or any AHT subsidiary or affiliate) for designated health services reimbursable by Medicare or Medicaid must use this template (for equipment leases) or the Revised Office Space Lease Template (for office space leases),

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "AKS" means the federal Anti-Kickback Statute, codified at 42 U.S.C. § 1320a-7b(b), as amended from time to time, together with all implementing regulations, including wit

ARTICLE II — LEASE OF EQUIPMENT

Section 2.1 — Grant of Lease Subject to the terms and conditions of this Agreement, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Equipment described in Exhibit A, for use at the Equipment Location(s) specified in Exhibit B, during the Permitted Use Schedule set forth in Exhibit B, Part 2. The lease granted hereunder is: [Check one] Exclusive — Lessee shall have the exclusive right to use

Section 2.2 — Equipment Description A complete and detailed description of each item of Equipment leased under this Agreement is set forth in Exhibit A. The description of each item of Equipment in Exhibit A includes the manufacturer name, model number, serial number, year of manufacture, and a listing of all accessories and ancillary components included in the lease. Only the specific items of Equipment identified i

Section 2.3 — Equipment Location and Permitted Use Schedule (a) Equipment Location. The Equipment shall be located at, and Lessee's access to and use of the Equipment shall occur only at, the specific physical address or addresses and, if applicable, the specific designated rooms or areas within a facility, set forth in Exhibit B, Part 1. The Equipment shall not be moved to, stored at, or used at any location other t

Section 2.4 — Permitted Use (a) The Equipment shall be used solely for the following clinical purposes: [Insert permitted clinical purposes, e.g., diagnostic imaging services, including magnetic resonance imaging (MRI) scans, computed tomography (CT) scans, ultrasound examinations, and general radiography, in connection with the provision of patient care services by Lessee's qualified clinical personnel]. (b) The Equ

Section 2.5 — Condition of Equipment; Maintenance (a) Condition. Lessor represents and warrants that the Equipment is in good working order and condition as of the Effective Date and complies with all applicable manufacturer specifications, regulatory requirements, and accreditation standards. Lessor shall deliver the Equipment to the Equipment Location in such condition, or, if the Equipment is already installed at

ARTICLE III — TERM AND RENEWAL

Section 3.1 — Initial Term This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of [Insert: minimum one (1) year] (the "Initial Term"), unless earlier terminated in accordance with Article IX of this Agreement. The Initial Term shall expire at 11:59 p.m. Eastern Time on [Insert expiration date], unless renewed or extended as provided herein. [Internal Ins

Section 3.2 — Renewal (a) This Agreement may be renewed for successive periods of [Insert: one (1) year each / other specified period] (each, a "Renewal Term") upon the mutual written agreement of the Parties. Either Party wishing to renew this Agreement shall deliver written notice of its intent to renew to the other Party not less than [Insert: sixty (60) / ninety (90)] days prior to the expiration of the then-curr

Section 3.3 — Holdover (a) In the event that Lessee continues to use the Equipment after the expiration of the Initial Term or any Renewal Term without a written renewal or extension, the Agreement shall be deemed to continue on a month-to-month basis on the same terms and conditions (including the same Rental Payment amount) as were in effect during the immediately preceding term, for a holdover period not to exceed

Section 4.1 — Rental Amount (a) Fixed Rental Payment. Lessee shall pay to Lessor a fixed rental payment in the amount of $[Insert amount] per [Insert period: month / quarter] (the "Rental Payment") during the Lease Term. The Rental Payment shall be due and payable in accordance with the terms set forth in Section 4.2 and the Rental Payment Schedule attached as Exhibit D. (b) Fair Market Value Basis. The Rental Paymen

Section 4.2 — Payment Terms (a) Rental Payments shall be due and payable on the [Insert: first / fifteenth] day of each [Insert: month / quarter] during the Lease Term, commencing on [Insert date of first payment]. (b) All Rental Payments shall be made by [Insert: wire transfer of immediately available funds / check / automated clearing house (ACH) transfer] to the account or address specified by Lessor in writing. L

Section 4.3 — No Additional Payments or Remuneration (a) Except as expressly set forth in this Agreement, neither Party shall provide or receive, directly or indirectly, any additional payment, fee, consideration, benefit, discount, rebate, gift, gratuity, hospitality, entertainment, or other remuneration of any kind (whether in cash or in kind) in connection with this Agreement, the use of the Equipment, or any refe

Section 4.4 — Taxes and Assessments [Insert allocation of responsibility for taxes as follows]: (a) Property Taxes and Personal Property Taxes. [Insert: Lessor / Lessee] shall be responsible for all property taxes and personal property taxes assessed on the Equipment during the Lease Term. (b) Sales and Use Taxes. [Insert: Lessor / Lessee] shall be responsible for all sales taxes, use taxes, and similar transactional

Section 4.5 — Rental Payment Schedule The complete Rental Payment Schedule for the Initial Term, setting forth the amount and due date of each Rental Payment, is attached as Exhibit D and incorporated herein by this reference. In the event of any inconsistency between this Article IV and Exhibit D, the terms of this Article IV shall control.

ARTICLE V — FAIR MARKET VALUE CERTIFICATION

Section 5.1 — FMV Determination (a) The Parties acknowledge and agree that the Rental Payment has been determined to constitute Fair Market Value for the lease of the Equipment, as documented in the independent FMV Opinion prepared by [Insert name of qualified appraiser, e.g., Northbridge Valuation Advisors LLC] and attached to this Agreement as Exhibit C. (b) The FMV Opinion was prepared in accordance with AHT's Fai

Section 5.2 — FMV Recertification (a) The FMV Opinion shall be updated or recertified by an independent qualified appraiser not less frequently than [Insert: annually / at each Renewal Term], whichever is more frequent. (b) If the updated or recertified FMV Opinion indicates that the Rental Payment exceeds, or is materially below, Fair Market Value for the Equipment lease based on then-current market conditions, the

Section 5.3 — Commercial Reasonableness (a) The Parties represent and warrant that this Agreement is Commercially Reasonable and serves a legitimate business purpose independent of any referrals between the Parties. The lease of the Equipment under this Agreement would be entered into by reasonable parties acting in their own economic self-interest, even in the absence of any referral relationship between them. (b) T

ARTICLE VI — REGULATORY COMPLIANCE

Section 6.1 — Stark Law Compliance (a) This Agreement is intended to comply with the equipment rental exception to the Stark Law set forth at 42 C.F.R. § 411.357(b). The Parties have structured this Agreement to satisfy each element of the equipment rental exception, as follows: (i) This Agreement is set out in writing, is signed by both Parties, and specifies the Equipment covered by the lease, as set forth in Exhib

Section 6.2 — Anti-Kickback Statute Compliance (a) This Agreement is intended to comply with the equipment rental safe harbor under the AKS set forth at 42 C.F.R. § 1001.952(c). The Parties have structured this Agreement to satisfy each element of the equipment rental safe harbor, as follows: (i) This Agreement is set out in writing and is signed by both Parties; (ii) This Agreement covers all of the Equipment leased

Section 6.3 — State Law Compliance The Parties shall comply with all applicable state healthcare fraud and abuse laws in connection with this Agreement and the Equipment lease contemplated herein, including but not limited to: (a) Massachusetts: The Massachusetts anti-kickback statute, M.G.L. c. 175H, § 3, which prohibits the knowing or willful solicitation or receipt of any remuneration (including kickbacks, bribes,

Section 6.4 — No Conditioning of Referrals (a) Neither Party shall condition or require the other Party to make, or refrain from making, referrals to the other Party or any affiliate of the other Party as a condition of entering into, continuing, or renewing this Agreement. (b) The availability, continuation, or renewal of this lease arrangement shall not be conditioned, directly or indirectly, on the volume or value

Section 6.5 — Compliance Monitoring (a) Each Party shall designate a compliance contact for purposes of this Agreement who shall serve as the primary point of contact for compliance-related matters arising under this Agreement. (b) AHT's compliance contact for this Agreement is the Chief Compliance Officer, currently Derek Huang, who may be reached at 200 Concord Avenue, Suite 400, Cambridge, MA 02138, telephone: [In

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Lessor Representations and Warranties Lessor hereby represents and warrants to Lessee, as of the Effective Date and throughout the Lease Term, as follows: (a) Lessor is a [Insert entity type] duly organized, validly existing, and in good standing under the laws of the [Insert jurisdiction of organization], and is qualified to do business in each jurisdiction where the Equipment Location(s) are situated.

Section 7.2 — Lessee Representations and Warranties Lessee hereby represents and warrants to Lessor, as of the Effective Date and throughout the Lease Term, as follows: (a) Lessee is a [Insert entity type] duly organized, validly existing, and in good standing under the laws of the [Insert jurisdiction of organization], and is qualified to do business in each jurisdiction where the Equipment Location(s) are situated.

Section 7.3 — Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party, as of the Effective Date and throughout the Lease Term, as follows: (a) Neither Party has offered, paid, solicited, or received any remuneration (whether in cash or in kind), directly or indirectly, in connection with this Agreement, the negotiation of this Agreement, or the execution of this Agreement, e

ARTICLE VIII — INSURANCE AND INDEMNIFICATION

Section 8.1 — Insurance (a) Each Party shall maintain, at its own cost and expense, throughout the Lease Term, comprehensive general liability insurance and professional liability insurance in amounts that are customary for entities of similar size and type engaged in similar operations. Each Party shall provide evidence of such insurance coverage to the other Party upon request. (b) Lessor shall maintain property an

Section 8.2 — Indemnification (a) Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation or arbitration) arising from or rel

Section 8.3 — Limitation of Liability (a) EXCEPT IN THE CASE OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEOR

Section 9.1 — Termination for Cause Either Party may terminate this Agreement upon [Insert: thirty (30) / sixty (60)] days' prior written notice to the other Party if the other Party materially breaches any term, condition, representation, warranty, or obligation under this Agreement and fails to cure such breach within the applicable notice period. The notice of termination for cause shall specify in reasonable deta

Section 9.2 — Termination for Regulatory Non-Compliance Either Party may terminate this Agreement immediately upon written notice to the other Party if any of the following events occurs: (a) Either Party determines, in good faith and based on the advice of qualified legal counsel, that continued performance of this Agreement would violate the Stark Law, the AKS, or any applicable state healthcare fraud and abuse law