HEALTH ADVOCATE SOLUTIONS, INC.
LIFE & EMOTIONAL HEALTH ON-SITE SERVICES AGREEMENT
This Services Agreement (“this Agreement") is made and entered into by and between
Health Advocate Solutions, Inc., (“Health Advocate”), and Dekalb County School District
(“Client”), and is intended to describe their business relationship in which Health Advocate
will provide on-site counseling services for Client’s eligible employees (“Employees”).
Health Advocate and Client will hereinafter collectively be referred to as “the Parties” and
referred to each individually each as a “Party.”
1. Description of Services:
a. Health Advocate will provide the Onsite Counselor services as detailed in Exhibit “A”
of this Agreement (collectively referred to as the “Onsite Counselor Services”).
b. Health Advocate will recruit, screen, and assign its employee (“Assigned Employee”)
to perform the Onsite Counselor Services at the location and during the times specified
in Exhibit “A”.
c. For the purposes of this Agreement, “Employee” shall mean any individual, full or part-
time, currently employed by the Client eligible to receive Services under this
Agreement.
2. Term / Termination:
a. This Agreement shall be effective as of , 20 (the “Effective Date”).
b. The initial term of this Agreement shall be twelve (12) months from the Effective Date
(“the Initial Term”). Thereafter, this Agreement shall automatically renew for
consecutive one (1) year terms (each a “Renewal Term”) unless either Party provides
written notice to the other, at least sixty (60) days before the end of the Initial Term or
any Renewal Term, of its intention not to renew this Agreement. The terms and
conditions of this Agreement shall apply to the Initial Term and any Renewal Term
unless modified in writing by the Parties. Additionally, as required by O.C.G.A. § 20-2-
506, this Agreement shall terminate absolutely and without further obligation on the
part of Client at the close of the calendar year in which it was executed and at the
close of each succeeding calendar year for which it may be renewed but shall be
automatically renewed for each subsequent calendar year during the term unless
either Party terminates this Agreement.
c. In the event that either Party shall default in the performance of any of its material
covenants, or undertakings under this Agreement, and such default shall continue and
not be corrected within thirty (30) days after the receipt of written notice thereof from
the non-breaching Party specifying in detail the default and requesting correction of
such default, the non-breaching Party may terminate this Agreement by delivering
written notice to such effect to the other Party, which notice shall be immediately
effective upon receipt.
d. This Agreement may automatically terminate upon the occurrence of any of the
following events: (i) the making of a general assignment for the benefit of creditors by
a Party; (ii) the filing of a voluntary petition or the commencement of any proceeding
by either Party for any relief under any bankruptcy or insolvency laws, or any laws
relating to the relief of debtors, readjustment of indebtedness, reorganization,
composition or extension; (iii) any involuntary petition or the commencement of any
proceeding by or against either Party for any relief under any bankruptcy or insolvency
laws, or any laws relating to the relief of debtors, readjustment of indebtedness,
reorganization, composition or extension that is not dismissed within ninety (90) days
of the date that it was filed or commenced; or (iv) suspension of the transaction of the
usual business of either Party for a period in excess of thirty (30) days.
e. Upon the termination or non-renewal of this Agreement and upon Client’s written
request, Health Advocate will destroy, without cost to Client, any Confidential
Information that was received from Client pursuant to this Agreement in tangible,
electronic, or other form, other than signed copies of this Agreement. Notwithstanding
the foregoing, Health Advocate may retain one copy for its legal archives of any
Confidential Information in its possession subject to the confidentiality provisions of
this Agreement.
3. Fees:
a. Annual Fee. Client shall pay Health Advocate an annual fee of one hundred sixty-two
thousand dollars ($162,000) for the Onsite Counselor Services, payable in equal
monthly installments of thirteen thousand five hundred dollars ($13,500). Health
Advocate shall invoice Client monthly, with each payment due on or before the first day
of each month (“Service Fee”).
b. Health Advocate will be responsible for the following:
1. Pay Assigned Employee wages and provide other benefits Health Advocate
deems appropriate.
2. Pay, withhold, and transmit payroll taxes, provide unemployment insurance
and workers' compensation in an amount no less than required by law, and
handle workers' compensation and unemployment claims involving Assigned
Employees;
c. The Service Fee applies to the first contract year only. However, Service Fees may
increase by no more than 10% in any subsequent contract year. Notice of any Service
Fee increase will be provided to Client, in writing, at least ninety (90) days prior to the
annual anniversary date of this Agreement.
d. Upon expiration or non-renewal in accordance with Section 2(b) of this Agreement,
payments accruing under this section shall cease; however, Health Advocate shall be
entitled to any payments due for periods that accrued prior to the date of termination or
otherwise remaining for the balance of the contract Term for which Health Advocate
has not yet been paid.
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4. Confidentiality:
a. Each Party shall be a “Receiving Party” to the extent that it receives Confidential
Information of the other Party and a “Disclosing Party” to the extent it provides its
Confidential information to the other Party.
b. The Parties agree to protect the privacy and confidentiality of any and all information
of each Party (or its affiliates) exchanged under this Agreement, both specifically
related to the purposes of this Agreement as well as other proprietary and/or non-public
information related to the past, present, and future business activities of each Party, its
subsidiaries and affiliates of their respective employees, customers or third party
contractors, including any information relating to Employee personal and medical
information in their possession, as well as all communications, documents and other
information, whether in written, oral, electronic, or other form including, but not limited
to, the existence and terms of the Agreement, the existence of discussions between
Health Advocate and Client, proprietary business, financial or technical information,
processes, pricing policies, product market research and analysis, costs, know-how,
methodologies, concepts, tools, designs, internal practices, summaries and other
visual depictions, in whole or in part, of any of the foregoing (“Confidential Information”).
Further, the Parties agree to abide by all applicable laws and regulations regarding
such Confidential Information.
c. Confidential Information shall not be deemed to include any information that, at the time
of disclosure (i) is or becomes generally available to the public other than as a result of
any breach of this Section 4 by the Receiving Party or any of its Representatives; (ii) is
obtained by the Receiving Party or its Representatives on a non-confidential basis from
a third-party that was not legally or contractually restricted from disclosing such
information; (iii) the Receiving Party establishes by documentary evidence, was in the
Receiving Party’s or its Representatives' possession prior to disclosure by the
Disclosing Party hereunder; or (iv) the Receiving Party establishes by documentary
evidence, was or is independently developed by the Receiving Party or its
Representatives without using any of the Disclosing Party’s Confidential Information.
d. Health Advocate affirms that the Assigned Employee shall be competently trained in
the Health Insurance Portability and Accountability Act (HIPAA) and shall comply with
all applicable obligations thereunder.
e. Neither Party will use any Confidential Information of the other Party for any purpose
other than that for which it is provided nor will either Party sell, transfer or disclose this
Confidential Information of the other Party for its own benefit or the benefit of others.
f. The Parties agrees that it shall notify the Disclosing Party, as soon as practicable, but
at least within ten (10) business days, following discovery of any unauthorized use or
disclosure of Confidential Information, and will cooperate with such Party, as
necessary, to remedy such unauthorized use or disclosure by the Receiving Party or
any third-party and to prevent further unauthorized use.
Plan Sponsor Agreement. 02/2025 3
g. If the Receiving Party is legally compelled to disclose Confidential Information of the
Disclosing Party, to the extent permitted by law, the Receiving Party must make
reasonable efforts to provide the Disclosing Party with prompt notice of such legal
requirement prior to disclosure so that the Disclosing Party may seek a protective order
or other appropriate remedy and Receiving Party will cooperate with the Disclosing
Party’s reasonable, lawful efforts to resist, limit or delay disclosure. If such a protective
order or other remedy is not obtained, the Receiving Party will (i) furnish only that
portion of the Confidential Information that is legally required to furnish and, (ii) use
reasonable efforts to ensure that the Party compelling disclosure of the Confidential
Information will preserve its confidentiality.
h. Neither Party to this Agreement shall use any Confidential Information of the other Party
except (i) as expressly permitted in the Agreement and the BAA, where applicable, (ii)
as necessary to fulfill the obligations or exercise its right under the Agreement or (iii)
upon the prior written consent of the Disclosing Party, given in the Disclosing Party’s
sole discretion. The Receiving Party agrees to use the degree of care necessary to
maintain and protect any and all Confidential Information as confidential, and in no
event less than reasonable care, and not to disclose or allow the disclosure of any
Confidential Information to any person or entity other than the respective Party’s
officers, directors, affiliates, employees, subcontractors, service providers, advisors, or
auditors (collectively, “Representatives”) that have a need to know such information to
deliver the Services or to exercise a Party’s rights under the Agreement. The Receiving
Party shall remain liable for any breach of this provision by such Representatives.
i. Security awareness: Receiving Party will ensure that its Representatives remain aware of
industry standards and best practices, and their responsibilities for protecting the
Disclosing Party’s information. This will include, but not be limited to:
a. Protection against any and all malicious software (such as viruses, malware,
phishing, ransomware, etc.);
b. Appropriate password protection and password management practices; and
c. Appropriate use of workstations and computer system accounts.
d. Centralized control functions including, but not limited to, Anti-Virus and
Malware Threat Management, Log Management, Asset Management, Ticket
Management, Content Filtering, Data Loss Prevention, File Integrity
Monitoring, and Key Management.
e. Encryption of data at all times according to industry standards and best
practices at rest and in transit.
j. It is essential for Confidential Information, including Protected Health Information, to be
maintained after the expiration of this Agreement for regulatory and other business
reasons. Accordingly, Health Advocate’s obligations of confidentiality with respect to
Client’s Confidential Information, exchanged during the Term of this Agreement, shall
survive any termination or non-renewal of this Agreement.
k. The Parties agree that unauthorized disclosure or use of the Confidential Information
of the other Party would cause irreparable harm of significant injury to the Disclosing
Party, for which monetary damages alone would not be an adequate remedy.
Accordingly, each Party agrees that in the event of a breach or threatened breach of
Plan Sponsor Agreement. 02/2025 4
this Section, the disclosure shall be entitled to seek an injunction or other equitable
relief as a remedy for such breach or anticipated breach without the necessity of posting
a bond or proving that actual damages have or will be sustained.
l. The obligations of confidentiality under this Section shall survive the termination or non-
renewal of this Agreement.
5. Reports:
Upon request, Health Advocate will provide Client with its standard utilization reports.
6. General:
a. Binding Agreement. This Agreement shall be fully binding upon and inure to the benefit
of the legal representatives, successors in interest and permitted assigns of the Parties
hereto.
b. Entire Understanding. This Agreement, along with its attachments, constitutes the
entire Agreement between the Parties hereto pertaining to the subject matter hereof
and supersedes all prior and contemporaneous arrangements, understandings,
negotiations, and discussions of the Parties with respect to the subject matter hereof,
whether written or oral; and there are no warranties, representations, or other
agreements between the Parties in connection with the subject matter hereof, except
as specifically set forth herein.
c. Amendments to this Agreement. This Agreement may be amended only by the mutual
written consent and agreement of the Parties. In addition, upon the enactment of any
law or final regulation affecting the use or disclosure of Protected Health Information,
or the publication of any definitive decision of a court of the United States or any state
relating to any such law or the publication of any definitive interpretive policy or
definitive opinion of any governmental agency charged with the enforcement of any
such law or regulation, the Parties shall agree to amend this Agreement in such manner
as necessary to comply with such law or regulation.
d. Assignability. Neither Party may assign its rights or obligations under this Agreement
without the prior written consent of the other Party, which consent may be withheld in
the other Party’s sole discretion, except that this Agreement may be assigned by either
Party without such prior written consent:
i. to an affiliate of the assigning Party; or
ii. to an entity that merges with or acquires the business or stock of such Party to
which this Agreement relates. Subject to the foregoing, this Agreement shall
be fully binding upon, inure to the benefit of, and be enforceable by the Parties
hereto and their respective successors and assigns.
Plan Sponsor Agreement. 02/2025 5
e. Relationship of the Parties. This Agreement does not, nor is it intended to, create a
relationship of joint venture, principal and agent or partnership between the Parties.
The relationship between the Parties is and shall be that of an independent contractor.
Nothing in this Agreement shall create or be construed to create the relationship of
employer and employee. Each Party acknowledges that it shall have no authority to
obligate or bind the other Party in any way.
f. Governing Law. This Agreement shall be governed by the laws of Georgia, without
regard to the choice of law doctrine or the conflicts of law principles of any other
jurisdiction to the contrary. However, the Parties agree that, at least 45 days prior to
initiating any litigation or complaint under this Agreement, they shall hold good faith
informal dispute resolution meetings at a mutually agreed upon location.
g. Dispute Resolution. The Parties agree that in the event of a dispute or alleged breach
they will work together in good faith to resolve the matter internally by escalating it to
higher levels of management and, if necessary, to use a mutually agreed upon
alternative dispute resolution mechanism prior to resorting to litigation.
h. Limitation of Liability.
i. Limitation: NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA OR PROFITS, OR
COST OF COVER. THE TOTAL LIABILITY FOR EITHER PARTY IS LIMITED
TO THREE TIMES THE AMOUNT PAID TO HEALTH ADVOCATE BY CLIENT
FOR SERVICES DURING THE TWELVE-MONTH PERIOD PRECEDING
THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE
FOREGOING, THE LIMITATION OF LIABILITY WILL NOT APPLY TO A
BREACH OF CONFIDENTIAL INFORMATION OR A BREACH OF
PROTECTED HEALTH INFORMATION.
ii. Application: THE FOREGOING LIMITS ON LIABILITY WILL APPLY
WHETHER THE APPLICABLE CLAIM ARISES OUT OF BREACH OF
EXPRESS OR IMPLIED WARRANTY AND CONTRACT, EVEN IF THE
PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR
FORESEEABLE.
iii. Time Limit: No cause of action which accrued more than two (2) years prior to
the filing of a suit may be asserted by either Party.
i. The Health Advocate Trademark. Client recognizes that the “Health Advocate”
trademark is the sole and exclusive property of Health Advocate and will take all
reasonable and appropriate measures to avoid any actions that would harm such mark.
Client is not authorized to prepare or distribute any promotional or descriptive material
relating to this Agreement or the Services, other than for identification and/or
distribution of promotional and descriptive materials, without the prior written approval
of Health Advocate. However, once consent for particular language is granted, as to
Client, it need not be requested for the same language, again.
Plan Sponsor Agreement. 02/2025 6
j. Notices. All notices, demands, solicitations of consent or approval and other
communications hereunder required or permitted shall be in writing and shall be
deemed to have been given when: (i.) personally delivered; (ii.) upon the date
documented as being received when sent by facsimile or other electronic transmission;
(iii.) seven (7) business days after the date when deposited in the United States mail,
sent postage prepaid or by registered or certified mail, return receipt requested; or (iv.)
upon the date documented as being received when sent by private courier addressed
as follows:
For Client:
Name and Title of Person Designated to Receive Notices
Client Name
Full Mailing Address
City, State, Zip
Tel. No.: ( ) -
Fax No.: ( ) -
E-mail:
For Health Advocate:
David Vandeveer, Chief Revenue Officer
Health Advocate Solutions, Inc.
3043 Walton Road
Plymouth Meeting, PA 19462
E-mail: Dvandeveer@healthadvocate.com
Either Party may change its address for the receipt of notices hereunder by giving the
other Party notice, as prescribed herein, of that new address.
k. Employee Awareness. Client shall engage in ongoing and frequent communication with
its employees to promote the Health Advocate Service.
l. Non-Solicitation. During the Initial and any renewal Term of this Agreement and for a
period of one (1) year following the date of termination or non-renewal hereof, neither
Party shall, directly or indirectly, in any manner solicit or induce for employment any
person who performed any work under this Agreement who is then employed by or
contracting to provide services for the other Party. Violation of this provision shall entitle
the non-violating Party to receive from the violating Party, as liquidated damages, an
amount equal to two hundred percent (200%) of the solicited person’s annual
compensation. This covenant against solicitation shall not be construed to prevent
“blind” advertisements or mailings that are directed to the public through the use of
newspaper, television, radio or the internet.
Plan Sponsor Agreement. 02/2025 7
m. Limitation of Authority. Neither Party shall obligate the other Party, nor make, alter or
waive any of the terms or conditions of any of the other Party’s forms, policies, contracts
or advertising materials, except to the extent authorized in writing by the other Party.
Neither Party shall hold itself out as an employee, partner or officer of the other Party,
nor as an agent of the other Party or in any other manner, or for any other purpose than
is set forth in this Agreement.
n. Survival of Certain Obligations. Any obligations set forth in this Agreement that by their
nature should be continuous and survive any termination or non-renewal of this
Agreement including, but not limited to, the obligations regarding confidentiality and
indemnification shall be continuous and shall survive any termination or non-renewal
of this Agreement.
o. Separability. Each provision of this Agreement shall be considered separable and if
any provision or provisions of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision, it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
p. No Waiver of Rights, Powers and/or Remedies. The failure or delay of either Party
hereto in exercising or enforcing any right, power or remedy under this Agreement, and
no course of dealing between the Parties hereto, shall be construed as a waiver or
limitation of that Party’s right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
q. Reserved Rights. Health Advocate explicitly reserves the right to discontinue or
withdraw from sale, modify, change, or amend any product, program or Service
described in this Agreement, if it is determined by Health Advocate, in its sole
discretion, to be necessary to do so based, for example, on a change in the legislative
or regulatory environment in which Health Advocate operates.
r. Titles. All section titles or captions contained in this Agreement are for convenience
only and will in no way modify or affect the meaning or construction of any of the terms
or provisions hereof and shall not be deemed part of the text of this Agreement.
s. Interpretation. The Parties hereto acknowledge and agree that (i) the rule of
construction providing that any ambiguities are resolved against the drafting Party will
not apply in interpreting the terms and provisions of this Agreement; and (ii) the terms
and provisions of this Agreement will be construed fairly as to all Parties hereto and not
in favor of or against a Party, regardless of which Party was generally responsible for
the preparation of this Agreement.
Plan Sponsor Agreement. 02/2025 8
t. Force Majeure. Neither Party hereto shall have any liability for delay or non-fulfillment
of any terms of this Agreement caused by any cause not within such Party's reasonable
control (but excluding financial inability) such as an act of God, war, riots or civil
disturbance, strikes, accident, fire, transportation conditions, labor and/or material
shortages, governmental controls, regulations and permits and/or embargoes.
u. Counterparts. This Agreement may be signed in counterparts, which together will
constitute one Agreement.
7. Disclaimer:
Client acknowledges its understanding that: (a) Health Advocate provides administrative
services with respect to an Employee Assistance Program that is sponsored by Client; (b)
Health Advocate is not a health insurance carrier, a health maintenance organization, or
any other type of insurance coverage provider; (c) Health Advocate is not a health care
provider, a health care clinic, or a law firm, but arranges through third-party contracts for
the provision of contracted services to Client’s eligible Employees. Health Advocate
conducts a reasonable investigation into the qualifications and licensure of any
professionals or professional organization with which it contracts to provide services;
however, Health Advocate does not guarantee the quality of any contracted person’s or
entity’s services, the correctness of any advice they may provide, or any specific results
from the services provided through the Employee Assistance Program. THE EMPLOYEE
ASSISTANCE PROGRAM IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED. HEALTH ADVOCATE DOES NOT WARRANT THAT
THE EMPLOYEE ASSISTANCE PROGRAM WILL BE UNINTERRUPTED OR ERROR
FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEALTH
ADVOCATE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Client acknowledges that certain services or benefits provided through the EAP may
constitute: (a) benefits that are subject to the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”); and (b) a “group health plan” under ERISA and other
federal laws. Client is solely responsible for determining whether its EAP is subject to
ERISA or other any applicable federal, state, or local laws. Further, Client is solely
responsible for any compliance obligations resulting from Client’s EAP being subject to
ERISA or other applicable laws, including but not limited to: satisfying of any plan
document, summary plan description, and summary of material modification
requirements; complying with claims procedure requirements; and filing a Form 5500 with
the U.S. Department of Labor.
[SIGNATURE PAGE TO FOLLOW]
Plan Sponsor Agreement. 02/2025 9
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have caused this
Agreement to be signed by their duly authorized representatives.
For Dekalb County School District: For Health Advocate Solutions, Inc.:
Signature: ________________________ Signature: ________________________
Name: ___________________________ Name: David Vandeveer
Title: ____________________________ Title: Chief Revenue Officer
Date: ____________________________ Date: ____________________________
Plan Sponsor Agreement. 02/2025 10
EXHIBIT “A”
ONSITE COUNSELOR SERVICES
Purpose: This purpose of this Exhibit is to define the scope and deliverables of the
Onsite Counselor Services. The onsite counselor’s role is to offer in the moment support,
expert guidance, short-term individual counseling, group informational sessions, and
workplace and support consultation to Client management personnel.
1. Services Provided:
1.1. Onsite Counselor Prescence and Consultations.
1.1.1. Health Advocate shall assign one (1) qualified onsite counselor
(“Counselor”) to provide site-based services at the designated primary
workplace location as defined under Section 2.2.1 of this Exhibit.
1.1.2. Counselor shall possess an expert-level understanding of the Client’s
benefit program, including the available supports and services under the
Client’s EAP benefit, as well as community resources in the local area.
1.1.3. Counselor shall provide confidential, short term, solution-based individual
consultations to Client’s designated Employees up to three (3)
consultations per employee presenting issue, per calendar year.
1.1.4. Following initial assessment of the nature and severity of an Employee’s
presenting issue, Counselor may provide referral to appropriate external
resources and support for long-term or intensive health mental health
services.
1.1.5. Individual consultations shall be conducted at the Primary Location and
are intended to assist Employees with emotional, family, personal, or
work-related behavioral issues and may include any or all of the following:
on-demand and scheduled counseling consultations in response to
traumatic situations, proactive 1:1 consultation, individual wellness
activities, and individual wellness check-ins.
1.1.6. Coordinate and lead group sessions and activities in partnership with
Client’s management and Human Resource leadership.
1.1.7. Group consultations may consist of any or all of the following: Training
and workshops on topics/content as per Client guidelines, group wellness
activities, group wellbeing check-ins, group training, debriefing, and
onboarding, and group creative interventions and practices.
1.2 EAP Training and Mental Health Education.
1.2.1 Counselor will develop and conduct periodic trainings on mental health
topics for management and other leadership, partnering with the Client’s
designated Wellness Coordinator.
1.2.2 Counselor will provide workplace consultation and support to
management and other leadership regarding disruptive workplace events,
such as crises or conflicts.
Plan Sponsor Agreement. 02/2025 11
1.2.3 Counselor will participate in Client organized promotional events such as
health fairs to inform Employees about the EAP benefits available to such
Employees and amplify the availability of the Onsite Counseling Services.
1.2.4 ERG Support: Mental Wellness information and presentations for existing
Employee Resource Groups and ongoing guidance and support to ERG
leaders.
2. Availability & Delivery:
2.1. Service Hours.
2.1.1. The Counselor shall perform on-site counseling services for a total of forty
(40) hours per week, Monday through Friday, during standard business
hours of either 8:00 AM to 5:00 PM or 7:30 AM to 4:30 PM, excluding
weekends and Client-observed holidays. The Counselor shall be entitled
to a one-hour lunch break each workday.
2.1.2. The Counselor’s regular 40-hour weekly schedule shall be mutually
agreed upon by the Parties and shall remain consistent to avoid
scheduling conflicts, subject to adjustments under Sections 2.2.2, 2.2.4,
and 2.2.5 of this section.
2.2. Primary Location and Weekly Schedule.
2.2.1. The Counselor will be based at the Client’s Primary Location, with an
address of (“Primary Location”).
2.2.2. The Counselor may travel to additional Client-designated workplace
locations (“Additional Locations”) for trainings, presentations, critical
incident stress debriefings, consultations, or related activities, subject to
availability and mutual agreement at least thirty (30) days in advance. In
the event of a crisis requiring immediate travel, the thirty (30) day notice
may be waived.
2.2.3. Travel Expenses. Client shall be responsible for reimbursement of all
reasonable travel and related expenses incurred by Counselor associated
with the performance of services provided at Additional Locations.
Reimbursable expenses include mileage (at the current IRS standard
rate), lodging, meals and any other normally-incurred travel expenses.
The Counselor shall submit expense reports to Health Advocate within
thirty (30) days of incurring expenses, and Health Advocate shall invoice
the Client with the monthly fee.
2.2.4. Call-Out Days. In the event of short-term leaves of absence, such as
illness, personal emergencies, and pre-approved leave (“Call-Out Days”),
Client’s managers and Employees may contact EAP support via a
dedicated toll-free telephone number for assistance during the
Counselor’s absence.
2.2.5. Long-Term Absence. In the event of a long-term leave of absence by the
Counselor, a qualified replacement counselor may be provided, subject to
mutual agreement between Client and Health Advocate.
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3. Confidentiality: all case files and information related to the Employee’s situation
maintained by Counselor shall be strictly confidential. No information contained
therein shall be released under any circumstances without the prior written consent
of the Employee in question, except under force of law. Any utilization reporting shall
only report the number of individuals who utilize the service; no Employee identifying
information will be reported.
4. Key Personnel:
• Licensed Counselor per state and local laws.
• EAP Clinical Operations leadership will provide supervision and oversight of
the onsite counselor, participating in program coordination activities with
Client as needed.
5. Scope Modifications. The Parties acknowledge that workplace needs and service
demands may evolve over time. The Parties shall discuss and negotiate appropriate
adjustments to service terms, compensation, and other relevant provisions. Any
agreed-upon changes shall be agreed upon in writing.
6. Resources, and Assumptions:
• Health Advocate is HIPAA compliant and has obtained SSAE18 SOC2 TYPE
II plus HIPAA Security Rule.
• Onsite Counselor shall speak English.
• Counselor will be provided a private space for conducting confidential
communications and documentation, including 1:1 counseling and
consultation sessions.
• Health Advocate will provide Counselor with laptop and telephonic equipment
to perform daily activities.
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