Provider Agreement

The purpose of this agreement is to facilitate requisition, ordering, tracking and reporting of biomarker tests (each a “Test”) from Quanterix Corporation through its Lucent Diagnostics electronic portal (the “Portal”) by an individual qualified provider, group practice, or institution (“Provider”).  “Lucent” as used herein means Quanterix Corporation through its Lucent Diagnostics offering. All references herein to “Provider” shall include Provider and its individual employees, contractors, affiliates, directors, officers, and agents to the extent that any such individual registers as a user of the Portal or uses the Portal.

By registering with Lucent Diagnostics, Provider and Lucent Diagnostics agree the following terms and conditions will apply to the Tests and services requisitioned on the Portal (the “Services”) and to all activities on the Portal:

  1. Testing. Lucent Diagnostics agrees to provide Tests and Services requisitioned by Provider on the Portal on an as-needed basis in accordance with any applicable Lucent Diagnostics policies and subject to payment of the amount the fees as set forth on the Portal. Lucent Diagnostics will perform the Tests and Services in a manner consistent with that degree of care, skill and diligence as is ordinarily exercised by a CLIA laboratory under similar conditions and circumstances, and each individual whom Lucent Diagnostics intends to engage to perform the Services will possess the qualifications, licenses, skills and experience needed to perform such Services. Lucent Diagnostics will use reasonable commercial efforts in a diligent manner to perform the Services on a timely basis in accordance with any written timing estimate provided by Lucent Diagnostics.
  2. Authority to Order. Provider represents that it is (i) appropriately licensed to provide health care services under the laws of the state(s) in which the Provider offers health care services and in good standing with the professional licensing board of each such state; (ii) not excluded, suspended, or debarred from participation in any government health care programs; and (iii) authorized under applicable laws to order each Test requisitioned on the Portal. Provider represents that all individuals placing Test orders will be “authorized persons,” as defined by 42 C.F.R. § 493.2 or, if permitted under applicable law, registered designees of such authorized persons. Provider shall provide Lucent Diagnostics with (i) accurate and up to date information concerning Provider credentials to order Tests and (ii) accurate and up to date information as necessary to process the order (i.e., patient name and unique patient identifier; sex and age or date of birth of the patient; the Test(s) to be performed; the source of the specimen, when appropriate; the date and, if appropriate, time of specimen collection; email address; home address; and any additional information relevant and necessary for the specific Test to ensure accurate and timely testing and reporting of results, including interpretation, if applicable).
  3. Consent. Provider acknowledges that Provider is legally responsible to inform the patient of the benefits, risks and limitations of the requested Test and obtain an informed consent. By submitting a Test requisition on the Portal, Provider represents to Lucent Diagnostics that an informed consent has been obtained by Provider consistent with applicable law. Provider agrees to maintain a record of any informed consent obtained by Provider for a Lucent Diagnostics Test and to provide a copy of such record to Lucent Diagnostics upon request.
  4. Payment.
    1. Insurance Billed Tests and Services. The Provider is solely responsible for billing any health plan or payor in accordance with applicable law, regulation, and individual payor coverage and payment rules. In no event shall Lucent Diagnostics discount, waive or otherwise adjust Test fee(s) to accommodate payor reimbursement rates. 
    2. Cash Pay Tests and Services. Test purchase may be made by Provider or Provider’s patient according to the option selected on the Portal. Provider is solely responsible for payment to Lucent Diagnostics for any Test purchased by Provider on the Portal. All fees are in U.S. Dollars.
    3. Cancellation. Tests may not be cancelled once laboratory processing has commenced. Lucent Diagnostics may, at its option, choose to process written cancellation requests received prior to commencement of laboratory processing. In the event of a cancellation, Provider is responsible for timely payment of the Test Kit value and shipping cost.
  5. Collection Materials. Lucent Diagnostics will deliver collection materials to Provider according to the option selected on the Portal. Shipping shall be according to the Lucent Diagnostics specification and the options selected on the Portal. Provider shall collect, label, store, and ship specimens in accordance with instructions contained in the collection materials. Failure by Provider to store specimens in accordance with instructions may result in Lucent Diagnostics’ inability to process the Test accurately or at all and no refund will be provided.
  6. Test Results. Provider will be notified when Test results are available for download on the Portal. Provider may access Provider’s patient list and status of each Test ordered via the Portal. Provider is responsible to review Test results with patient and to provide post-testing recommendations and follow-up, and nothing in this Agreement relieves Provider from that obligation or imposes any obligation on Lucent Diagnostics regarding the same. Provider will not make any statements, representations, or warranties concerning the Tests or Services that are inconsistent with or contradict any statements, representations, or warranties that Lucent Diagnostics makes in its marketing literature for its Tests and Services.
  7. Applicable Law; Confidentiality. Each of Lucent Diagnostics and Provider agree to comply with all federal, state and local laws, rules and regulations applicable to the performance of its obligations hereunder, including but not limited to laws, rules, and regulations relating to health care permits, approvals, accreditations, provider or supplier numbers, consents, qualifications or certifications granted by any health care regulatory body or government program, the provision of health care services to enrollees of payors, reporting and disclosure requirements to governmental authorities, the prohibition or regulation of fraud and abuse, patient inducements, patient referrals, anti-kickback, anti-referral, false claims, the submission of bills, claims or similar requests for payment, coding, coverage, reimbursement, claims submission, billing and collections, insurance fraud, the administration of health care claims or benefits, processing or payment for health care services, treatment, or supplies furnished by Providers, credentialing, patient confidentiality and privacy, the corporate practice of medicine, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA,” 42 U.S.C. § 1320d, et seq.), , and comparable state laws. Lucent Diagnostics and its staff, employees or agents shall not disclose to any third party, except where permitted or required by law, any patient or medical record information regarding Provider’s patients, and Lucent Diagnostics, all staff, employees and agents shall comply with all applicable federal and state laws and regulations regarding the confidentiality of such information.
  8. Portal Access. Provider is solely responsible for maintaining the confidentiality of its account, password, or other access credentials. Provider agrees to accept responsibility for all activities that occur under its account. By using the Portal, Provider attests that Test results will be accessed only by authorized persons (as defined in 42 C.F.R. Part 493) and, if applicable and permitted by law, registered designees of authorized persons or other persons responsible for using the Test results. If Provider has reason to believe that its account is no longer secure, then it should promptly change its login information and notify Lucent Diagnostics at customerservice@lucentdiagnostics.com.
  9. Errors in Test Reports. Provider acknowledges and agrees that, in the event that Lucent Diagnostics detects an error in reported patient Test results, Lucent Diagnostics’ obligations with respect to such errors shall be limited to the following:
    1. Lucent Diagnostics shall promptly notify the authorized person ordering the Test and, if applicable and permitted by law, the individual using the Test results of the reporting errors.
    2. Lucent Diagnostics shall issue corrected reports promptly to the authorized person ordering the Test and, if applicable and permitted by law, the individual using the Test results.
    3. Lucent Diagnostics shall maintain duplicates of the original report, as well as the corrected report.
  10. Patient Privacy. Each party to this agreement will protect the privacy and provide for the security of any protected health information (as defined in HIPAA) in accordance with the Health Insurance Portability and Accountability Act and the regulations promulgated thereunder (“HIPAA”), to the extent applicable, and any other applicable laws. Provider and Lucent Diagnostics acknowledge and agree that the terms of this agreement do not create a relationship that constitutes and qualifies as a “business associate” relationship under HIPAA.
  11. Limitation of Liability. LUCENT DIAGNOSTICS MAKES NO AND DISCLAIMS ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE TESTS OR SERVICES. EXCEPT FOR ANY LIABILITY ARISING FROM (A) A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS OR PROVIDER’S OBLIGATION TO OBTAIN AN INFORMED CONSENT AS STATED ABOVE OR (B) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING IN ANY WAY UNDER THIS AGREEMENT AND UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT), EVEN IF SUCH PARTY IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY LIABILITY ARISING FROM (A) A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS OR PROVIDER’S OBLIGATION TO OBTAIN AN INFORMED CONSENT AS STATED ABOVE  OR (B) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH BELOW, EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED IN THE AGGREGATE ONE THOUSAND DOLLARS.
  12. Indemnity.
    1. Lucent Diagnostics Obligations. Except for matters covered by Provider’s indemnity obligations set forth in the following paragraph, Lucent Diagnostics agrees to indemnify, defend and hold Provider harmless from any third party claims, suits, proceedings, losses, liabilities, damages, costs and expenses (inclusive of Provider’s reasonable attorneys’ fees) arising out of the infringement of a third party’s trademarks, copyrights, trade secrets, patents or other intellectual property right (collectively, an “Intellectual Property Rights”) as a result of the methods, materials, or equipment used by Lucent Diagnostics in performing the Tests and Services or (b) any personal injury or death to Provider’s patient for whom a Test has been conducted by Lucent Diagnostics that has been caused by Lucent Diagnostics’s gross negligence or willful misconduct in performing the Services. Lucent Diagnostics shall pay all costs and damages finally awarded against Provider by a court of competent jurisdiction as a result of any such claim; provided, however, that Provider (i) promptly notifies Lucent Diagnostics in writing of such claim; (ii) promptly gives Lucent Diagnostics the right to control and direct the investigation, preparation, defense and settlement of such claim, with counsel of Lucent Diagnostics’ own choosing (provided that Provider shall have the right to reasonably participate, at its own expense, in the defense or settlement of any such claim); and (iii) gives assistance and full cooperation for the defense of same. In the case of alleged infringement, as described above, Lucent Diagnostics may, at its option, (A) replace or modify all or part of the applicable Services so as to avoid infringement, (B) procure the right for Provider to continue the use of the applicable Services or (C) terminate this Agreement without further liability; provided, however, that Lucent Diagnostics will be obligated to continue to indemnify Provider under this paragraph.
    2. Provider Indemnity Obligations. Provider agrees to indemnify and hold Lucent Diagnostics harmless from any third party claims, suits, proceedings, losses, liabilities, damages, costs and expenses (inclusive of Lucent Diagnostics’s reasonable attorneys’ fees) arising from Provider’s use, and/or a patient’s use of the Tests or Services (except to the extent covered by Lucent Diagnostics’s indemnification of Provider pursuant to the preceding paragraphs of this Section 12), including, without limitation, any such claims, suits, proceedings, losses, liabilities, damages, costs and expenses resulting from improper or erroneous billing; provided, however, that Lucent Diagnostics shall (i) promptly notify Provider in writing of such claim; and (ii) provide assistance and full cooperation for the defense of same.
  13. Termination. This Agreement may be terminated at any time by written notice by either party for any reason. Lucent Diagnostics shall remain responsible to deliver any fully-paid Tests or Services that are requisitioned before termination.
  14. General.
    1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles.
    2. Authority. The undersigned represents that as signatory hereto, the undersigned has the authority to execute this Agreement on behalf of the Provider and to legally bind the Provider to this Agreement.
    3. Entire Agreement; Written Modification. This Agreement is the entire agreement between the parties and supersedes any other oral or written communications, proposals, quotes, advertisements or understandings regarding the subject matter hereof. This Agreement may be amended only in writing, and only if signed by both parties.
    4. Severability. If any of the provisions of this Agreement are held invalid or unenforceable, unless such invalidity or unenforceability substantially frustrates the underlying purpose and intent of the remainder of this Agreement, such invalidity or unenforceability shall not affect the remainder of this Agreement. All terms and conditions are severable and all remedies hereunder or at law or in equity are cumulative and nonexclusive.
    5. Waiver. Any party’s failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement.
    6. Independent Contractor. The parties are independent contractors for the purposes of this Agreement and neither has the authority to bind the other. No third party is a beneficiary of this Agreement.
    7. Assignment; Subcontracting. Provider may not assign or subcontract this Agreement or any of their respective rights or obligations hereunder without the prior written permission of Lucent Diagnostics. Lucent Diagnostics may assign or transfer the Agreement to an affiliate under common control with Lucent Diagnostics, or, upon written notice to the Provider, to a corporation or other business entity succeeding to all or substantially all of the assets of business of Lucent Diagnostics to which this Agreement relates.
    8. Survival. In addition to any specific survival references in this Agreement, any terms or obligations that by nature would be expected to survive the termination or expiration of this Agreement shall survive.
    9. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. Signatures provided by facsimile transmission or other electronic delivery shall be deemed to be original signatures.

Disclaimer

The information provided on this website is for educational purposes only and should not be considered as medical advice. Please consult with your healthcare provider for personalized guidance and treatment options.