Nonmonetary Compensation with Referral Sources or Other Third Parties Policy

Purpose:

The purpose of this Policy is to prohibit Inappropriate Marketing Practices and the offering of Nonmonetary Compensation (as discussed below) to a Potential or Actual Referral Source (as defined below) and/or to his or her Immediate Family Members (as defined below), or other Prospective (as defined below) or actual clients, except as permitted in this Policy or covered by a separate written policy.

Background:

‍The Anti-kickback Statute prohibits anyone from knowing and willfully offering, paying, soliciting, or receiving any remuneration (including any kickback, bribe, or rebate) to induce or reward referrals of items or services reimbursable in whole or in part by a Federal Health Care program.

The Stark law prohibits physicians from referring to entities whom they or their Immediate Family Member has a financial relationship (such as the expense at issue) and prohibits the entity from billing Medicare for those services unless the arrangement falls within an exception. Although not directly applicable to Health Gorilla, we have used the Stark Nonmonetary Compensation exception (i.e., compensation that is not a cash or cash equivalents) as a guide to this Policy since Health Gorilla does market directly to Medical Directors and other leaders within the healthcare industry.

Policy:

‍It is the policy of Health Gorilla Inc., its affiliates and subsidiaries (collectively, “the Company”) that Inappropriate Marketing Practices when engaging with Digital Health, Payer, Life Insurance, Lab vendors, and EHR Markets are prohibited. Although the Company is not in a place to refer or accept referrals, and therefore is always one step removed from an actual referral, it has implemented this policy to ensure the marketing practices of its Representatives (as defined below) have significant safeguards in place since its clients may offer Health Gorilla’s interoperability services to a Federal Health Care Program beneficiary.

In accordance with this Policy, the value of such gifts, entertainment or other benefit will be reported and monitored as required by this Policy. Nothing in this Policy permits any gifts, entertainment or other nonmonetary compensation that is understood by either party to be offered or provided as an inducement to refer patients or business or as a reward for such referrals, nor may a gift, entertainment or other benefit be extended to a Potential or Actual Referral Source or an Immediate Family Member of a Potential or Referral Source or other Prospective or actual client who solicits it.

Definitions:

Immediate Family Member: the person’s spouse, natural or adoptive parent, child or sibling; stepparent, stepchild, stepbrother or stepsister; father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, grandparent or grandchild and spouse of a grandparent or grandchild) except as permitted by this Policy and in accordance with laws or regulations governing the healthcare industry and Company’s Corporate Compliance Program.

Potential or Actual Referral Sources: a doctor of medicine or osteopathy, a doctor of dental surgery or dental medicine, a doctor of podiatric medicine, a doctor of optometry, a chiropractor, a psychologist, a mental health counselor, any other healthcare professional, or non-healthcare related individual who is or may reasonably be expected to become a source of referrals to Health Gorilla (or an indirect referral source).

Representative: any individual, including Board Members, officers, employees, contractors, agents of Health Gorilla who interacts with a Potential or Actual Referral Source, or other Prospective or actual client.‍

Prospective Client: includes stakeholders or vendors in the Digital Health, Payer, Life Insurance, Lab vendors, and EHR Markets space.

Nonmonetary Compensation to Healthcare Entities and Providers:

Quid pro quo arrangements are always prohibited and Health Gorilla will never use nonmonetary compensation or other incentives with the intent of, directly or indirectly, influencing or encouraging the recipient to purchase, sell, order, refer or arrange for the purchase or sale of Health Gorilla services.

However, on occasion, a Health Gorilla Representative may extend a nominal gift to Potential or Actual Referral Sources or other Prospective or actual client subject to the following limitations:

A modest gift may be given only on occasion, not to exceed $50 per item and $100 in the aggregate per year.
Branded promotional items (e.g. pens, notepads, calendars and datebooks), not exceeding $20 in market value, per item.
A gift card or certificate, not to exceed $50 per item and $100 in the aggregate per year. The gift card or certificate must be for a specific item, food or entertainment and the Health Gorilla Representative must schedule a time to meet with the Prospective or actual client contemporaneously when extending the gift card or certificate.

Prohibited gifts, regardless of value, include the following:

Gifts given as a “thank you” for, or in connection with, the receipt of a referral to Health Gorilla or a client.
Cash or a cash equivalent (e.g., gift certificates, box store gift cards, etc.) that can be used in place of cash for any item or service.
Provision of and/or funding of general computers, facsimile machines, and other office equipment for general office use.
Gifts for the personal benefit of a Potential or Actual Referral Source or his/her Immediate Family member
Nothing of value will be offered to government based employees and/or government agencies
Nothing of value with be offered to contacts in the Federally Qualified Health Center (FWHC) Market & Health Information Exchange (HIE) Market

Meals or Coffee With Prospective or Actual Clients:

Unless otherwise covered by a written agreement, in some circumstances it may be appropriate for a Representative from Health Gorilla to reasonably and modestly entertain a Healthcare Provider or other entity. However, such entertainment can only be provided if there is ample opportunity for the Representative(s) to interact with the Prospective or actual client and Health Gorilla business is discussed during the event under the following circumstances:

The entertainment is not determined in a manner that takes into account the volume or value of referrals or other business generated by the Potential or Actual Referral Source or his/her Immediate Family Member for Health Gorilla; and
The entertainment is not solicited by the Potential or Actual Referral Source or his/her Immediate Family Member, or other Prospective or actual client.

Requirements Specific to Meals:

Legitimate Business Purpose:

A Prospective or actual client may be provided reasonable meals or Health Gorilla may send a gift card for a virtual coffee or meal (not including box store gift certificate) after the Prospective or actual client has expressed an interest in discussing Health Gorilla’s services, or when the meal is provided in connection with a business meeting held for one of the following purposes:

Understanding the service-related concerns, needs or demands of a Prospective or actual client;
Explaining Health Gorilla’s services to a Prospective or actual client; or
Negotiating contracts or business terms with a Prospective or actual client.

Meals Outside an Office, Including Virtual Coffee or Meals:‍

A gift card for a meal or coffee can be sent to a Prospective Client or an actual client and a virtual lunch/coffee break can be scheduled.

A meal provided outside the office to a Prospective or actual client in connection with a business meeting must satisfy the following requirements:

The meeting must be held in a venue and in a manner conducive to conducting business matters, including a virtual platform;
The total cost of such meals, including tax and tip, may not exceed: $15 per person for coffee meetings; $30 per person for breakfast meetings; $45 per person for lunch meetings; and $60 per person for dinner meetings, unless otherwise approved, in advice and in writing by the Chief Executive Officer (CEO) or Chief Compliance Officer; and
No individual Prospective or actual client may receive more than four (4) such meals on an annual basis unless the meal is approved, in advance and in writing, by the Chief Compliance Officer.

Meals Within the Office:

A meal may be provided by Health Gorilla to a healthcare provider and his or her staff at their offices in connection with an informational presentation and discussion, provided the meal is of modest value and occurs in a manner conducive to at least one (1) of the legitimate business purposes set forth above. A Representative must attend the meal, and there must be a presentation to an identified healthcare provider or group of healthcare providers that has been targeted for a marketing or educational discussion.

No individual Prospective or actual client may receive more than four (4) such meals on an annual basis unless the meal is approved, in advance and in writing, by the Chief Compliance Officer.

Monitoring of Nonmonetrary Compensation

All nonmonetary compensation provided to potential or actual clients in regards to business or educational purposes will be carefully monitored by the Chief Compliance Officer. Prior to offering approved nonmonetary compensation, a Representative must receive prior approval from the Chief Compliance Officer, in writing, for virtual coffee meetings and meals.

All nonmonetary compensation provided to a Potential or Actual Referral Source or an Immediate Family Member of a Potential or Actual Referral Source or other Prospective or actual client that meets the requirements of this Policy, must be logged and tracked, so the following information must be provided to the Chief Compliance Officer or designee in writing:

The name of the Potential or Actual Referral Source or Immediate Family Member of a Potential or Actual Referral Source (or other potential or actual client) provided with the gift or entertainment meeting and purpose of the meeting;
The date the gift or entertainment was provided;
A detailed description of the item provided (i.e., $15 gift card for Starbucks for coffee meeting to discuss interoperability services);
The cost/value of the item; and
The name of the Representative providing the gift or entertainment

The Chief Compliance Officer maintains a system for tracking gifts and entertainment provided to Potential or Actual Referral Sources pursuant to this Policy. To the extent the referral source is a physician, the nonmonetary compensation will be reported and logged.

At least annually, the Chief Compliance Officer and/or his/her designee will perform an audit to ensure compliance with this Policy.

Enforcement of Policy

Failure to follow this Policy, may subject the Representative to disciplinary action, up to and including termination.

Any Representative who becomes aware of potential non-compliance with this Policy must report the potential non-compliance to a manager or the Chief Compliance Officer in accordance with Health Gorilla’s policies.