Trellis Health Membership Agreement
Version 25.1230
MEMBERSHIP AGREEMENT
This Membership Agreement (the “Agreement”) is entered into by and between Primary Care Delivery Services, LLC, d/b/a Trellis Health, a Maine limited liability company (“Trellis,” “Us” or “We”), and the member signing on the signature page as the “Primary Member” (“Primary Member” or “You”).
NOW THEREFORE, in consideration of the covenants contained herein, the parties hereby agree as follows:
AGREEMENT
Services. Trellis is a direct primary care practice that delivers primary care services through licensed physicians and nurse practitioners, as well as other affiliated clinicians (“Provider(s)”). In exchange for certain fees, Trellis agrees to provide the Primary Member and any minor children of the Primary Member who are listed on the signature page (together, the “Member(s)”) with the services listed on Appendix 1 (the “Services”), either onsite at a Trellis location or through telehealth.
Term; Renewal. The term of this Agreement will last for one (1) year commencing on the date signed by the Primary Member (“Effective Date”). Thereafter, this Agreement will automatically renew for successive terms of one (1) year each unless either party provides written notice at least 30 days’ prior to the expiration of the current term that this Agreement is not to be renewed.
Termination.
(a) Either Trellis or the Primary Member may terminate this Agreement at any time by providing 30 days’ prior written notice of termination to the other party. There is no penalty for termination of this Agreement, but Trellis may assign a $300 re-joining fee should a Primary Member wish to re-join Trellis at a later date.
(b) Trellis may also terminate this Agreement by providing written notice to the Primary Member upon any of the following occurrences:
(i) If the Primary Member fails to make payment of any amount due and owing to Trellis within 30 days of receiving a notice from Trellis of an overdue amount;
(ii) If a Member engages in harassing, discriminatory, threatening, abusive, or violent behavior toward Trellis staff or toward anyone at Trellis location; or
(iii) As explained further below in Section 5, if a Member obtains Medicare or Medicaid coverage during the Term of this Agreement.
Notice given under this Section will state the effective date of termination.
Payments. The Primary Member agrees to pay Trellis a fee for each Member registering (“Membership Fee”). Should there be any charges for items not included in the Services, the Primary Member will be billed separately, and payment shall be due upon receipt. In exchange for the Membership Fee, the Member(s) will receive the Services from the Providers, and neither Trellis nor the Providers will bill any Member any additional amounts for the Services when provided at a Trellis location or by a Trellis Provider.
Medicare and Medicaid. In order to ensure compliance with federal legal requirements, Trellis is not able to offer the arrangement described in this Agreement to individuals who are covered by Medicare or Medicaid. By initialing below, the Primary Member represents that none of the Member(s) is covered by Medicare or Medicaid as of the date of this Agreement and agrees to notify Trellis immediately if any Member becomes covered by Medicare or Medicaid during the Term of this Agreement, in which case the Agreement will be subject to termination by Trellis in accordance with Section 3(b).
This is Not Health Insurance. By initialing below, you acknowledge and agree that this Agreement is not an insurance plan or a substitute for health insurance and does not meet the requirements of any federal law requiring individuals to purchase health insurance. The Primary Member understands that this Agreement does not replace any existing or future health insurance or health plan coverage that a Member may carry. The Agreement does not include hospital services, or any services not included in the Services and personally provided by Trellis or its Providers. Trellis hereby advises the Primary Member to obtain and keep in full force and effect health insurance that will cover each Member for healthcare not included in the Services and for hospitalizations and catastrophic events. Neither Trellis nor any Provider makes any representations that the fees paid under this Agreement will be reimbursable by any health insurance or other third-party payment plan. If the Primary Member maintains a high-deductible health insurance plan, federal law may not permit reimbursement of the fees from a tax-advantaged health savings account (HSA). It is the responsibility of the Primary Member to determine whether reimbursement is available from a private, non-governmental insurance plan or HSA and to submit any required billing.
Severability. The terms stated herein shall be construed to be in accordance with federal and state statutes, rules and regulations. If any provision of this Agreement is found to be invalid, illegal or unenforceable, under any applicable statute or rule of law, then such provision or portion thereof shall be deemed omitted and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Reimbursement for Services Rendered. If Trellis is required to refund fees received, including without limitation as a result of any provision of this Agreement being held to be invalid or unenforceable, the Primary Member agrees to pay Trellis an amount equal to the fair market value of the medical services the Members received during the time period for which the refunded fees were paid.
Changes in Law. If either party determines in good faith and notifies the other party that, based on a change in law or official government agency position occurring after the Effective Date, any provision of this Agreement materially fails to comply with any provision of law, the parties shall work in good faith to amend this Agreement to comply with such changes.
Nonassignment. Neither party may assign this Agreement nor any rights or obligations hereunder without the prior written consent of the other party. However, no consent shall be required for assignment of this agreement by Trellis to a company in common control with Trellis pursuant to a transaction by which the other company will assume the relevant operations of Trellis and its obligations under this Agreement.
Amendment. This Agreement sets forth the entire understanding of the parties and supersedes any prior agreement or understanding relating to the subject matter of this Agreement. This Agreement may be changed, modified or amended only by the written agreement of the parties; except that if Trellis decides to amend this Agreement, including amending Appendix 1, Trellis will provide written notice of the amendment to the Primary Member. Upon receipt of such proposed amendment, the Primary Member will have ninety (90) days to reject the proposed amendment by sending written notice of termination to Trellis as set forth in Section 13. In the event the Primary Member does not object to the proposed amendment, the amendment shall become effective upon the expiration of the ninety (90) day period.
Waiver. The failure by any party to enforce any provision of this Agreement shall not constitute nor be construed as a waiver of such provision nor of the right to enforce such provision.
Notices.
(a) By Trellis. Any notice that Trellis is required or permitted to give to the Primary Member pursuant to this Agreement shall be deemed to have been given and received, and to be effective for all purposes when delivered personally, when sent by electronic mail to the email address provided by Primary Member to Trellis during registration, or when sent by certified mail, postage prepaid, to a physical address provided by the Primary Member to Trellis in accordance with Trellis’ member registration processes.
(b) By Primary Member. Any notice that the Primary Member is required or permitted to give to Trellis pursuant to this Agreement shall be deemed to have been given and received, and to be effective for all purposes when delivered personally, by electronic mail to careteam@trellishealth.org, or when sent by certified mail, postage prepaid, to Trellis Health, 1945 Congress St, Building C, Suite 100, Portland, ME 04102
Governing Law. This Agreement shall be governed by and construed under the laws of the State of Maine.
Counterparts. This Agreement and any document executed in connection herewith may be executed in any number of counterparts by original, facsimile or electronic signature (including without limitation DocuSign or similar service), each of which shall be deemed an original, but all of which together shall constitute one instrument.
APPENDIX 1 – SERVICES
Medical Services. Medical services included under this Agreement at no additional cost are those medical services that the Providers are permitted to perform under the laws of the State of Maine, are consistent with the Providers’ training and experience, are usual and customary for a family medicine provider to provide, which shall consist of the following:
Preventive Care Services
Individualized care plan creation
Routine Preventive Exams for pediatric, adult, and geriatric
Immunizations (childhood and adult)
Pap Smears
Breast exam/breast cancer screening discussion
Prostate exam/prostate cancer screening
Skin exam/skin cancer detection
Screening for chronic conditions (cardiovascular disease, hypertension, diabetes, osteoporosis, etc.)
Nutritional Counseling
Lifestyle Counseling
Hearing Exams
Vision Exams
Health risk assessment
School and sports physicals
Fall risk assessment
Cognitive/memory evaluation
Office and Telehealth Visits
Diagnosis and management of chronic medical conditions
Diagnosis and management of acute illness
Diagnosis and management of acute injury
Prescription management/ counseling (polypharmacy, drug-drug interactions, side effects, med adherence)
Menopause management
Pregnancy counseling
Birth control counseling and management
Erectile dysfunction management
Referral to and coordination of specialty care
Remote monitoring of chronic conditions
Pain management
Evaluation and management of opioid use disorder
Minor Office Procedures
Suturing of minor wounds
Joint aspiration/ injection
Skin biopsies
Incision and drainage of abscesses
Foreign body removal (e.g. splinters)
Excision of minor skin lesions (warts, skin tags, small concerning growths)
ECG
Behavioral Health (non-psychiatric) and Substance Use Services Office Visits
Screening for and treatment of mental health issues
Counseling
Substance abuse screening
Tobacco cessation
Referral to and coordination of behavioral health care specialists
Physical Therapy
Conservative management of acute and chronic musculoskeletal conditions
Pre- and post-surgical rehabilitation
Preventive health and wellness programming
Restoration of movement and functional limitations
Guidance and interventions for cardiometabolic disorders
Treatment of concussion, dizziness, and vestibular symptoms
POC Lab Services (as determined clinically appropriate by a Trellis provider)
Dipstick urinalysis
Fingerstick glucose
Stool test for blood
Rapid trichomonas test
TB screening
Urine pregnancy test
Rapid flu test
Spirometry with interpretation
Rapid strep test
Rapid COVID test
Pregnancy test
2. Non-Medical, Personalized Services. Trellis shall also provide Members with the following non-medical services (“Non-Medical Services”):
(a) After Hours Access. Members shall be given a phone number where they may reach a Provider for guidance regarding concerns that arise unexpectedly after office hours. Video chat and text messaging may be utilized when a Provider and Member agree that it is appropriate.
(b) No Wait or Minimal Wait Appointments. Reasonable effort shall be made to assure that Members are seen by a Provider within five minutes of a scheduled appointment time. If the Provider foresees an extended wait time, the Member shall be contacted and advised of the projected wait time.
(c) Same Day/Next Day Appointments. When a Member calls or e-mails the Provider prior to noon on a normal office day (Monday through Friday) to schedule an appointment, every reasonable effort shall be made to schedule an appointment with a Provider on the same day. If the patient calls or e-mails the Provider after noon on a normal office day (Monday through Friday) to schedule an appointment, every reasonable effort shall be made to schedule the Member’s appointment with a Provider on the following normal office day. In any event, however, Trellis shall make every reasonable effort to schedule an appointment for the Member on the same day that the request is made.
(d) Specialists Coordination. Trellis and Providers shall coordinate with medical specialists to whom a Member is referred to assist the Member in obtaining specialty care. The Primary Member understands that fees paid under this Agreement do not include and do not cover specialist fees or fees due to any medical professional other than the Providers.