AMENDED AND RESTATED MASTER SERVICES AGREEMENT

Exhibit 10.8

Page

Article 1.

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Article 2.

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Article 3.

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Article 4.

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Article 5.

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Article 6.

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Article 7.

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Article 8.

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Article 9.

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Article 10.

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Article 11.

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Article 12.

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Article 13.

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Article 14.

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Article 15.

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Article 16.

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Article 17.

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Article 18.

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Article 19.

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Article 20.

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Article 21.

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Article 22.

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Article 23.

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Article 24.

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Article 25.

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Article 26.

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Article 27.

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Article 28.

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Article 29.

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Article 30.

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Article 31.

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Article 32.

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Article 33.

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1.01

Definitions. The following defined terms when capitalized (or when the context clearly indicates the parties intended the defined term) shall have the meanings specified below:

Exhibit 1 of the Affiliate Schedules and from which Services are provided.

are provided as may be modified from time to time pursuant to Article 11.

a)

remains unpaid on the 366th day following the date the invoice reflecting such unpaid patient balance was issued; and

b)

which is not the subject of a paid-to-date, current financial payment plan between the patient and an Affiliate; and

c)

has either been referred to an independent third party collection agency which has failed to secure payment and has returned the account to the Affiliate or has been the subject of diligent collection efforts by Accretive, to the reasonable satisfaction of Affiliate, which have not resulted In payment.

such party and without the fault or negligence of such party; provided that such failure or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the nonperforming party through the use of alternate sources, disaster recovery plans and procedures, work around plans, or other means.

2.01

MSA. The term of this MSA shall commence on the Master Renewal Date and continue until the end of the Master Term, unless this MSA is otherwise extended or renewed pursuant to this Article 2 or terminated earlier pursuant to Article 27 (the “Master Term”). The MSA shall automatically renew for successive one (1) year terms unless either party provides notice not to renew pursuant to Section 27.04.

2.02

Affiliate Schedule. The initial term of an Affiliate Schedule shall commence on the Affiliate Effective Date and shall continue for a period of five (5) years and will automatically renew for successive one (1) year terms thereafter unless either Ascension Health or Accretive provides notice not to renew pursuant to Section 27.04 (the “Affiliate Term”). In no event will an Affiliate Schedule survive expiration of this MSA.

3.01

Appointment of Accretive. Ascension Health hereby appoints Accretive as the provider of the revenue cycle services set forth in this MSA and Accretive accepts such appointment and agrees to provide the Services on the terms and conditions stated herein.

(a)

Services. Commencing as of the Affiliate Effective Date and continuing throughout the Affiliate Term, Accretive shall provide to the Affiliates: (1) revenue cycle services as more specifically set forth in the Standard Scope of Services established in the Operating Protocols, unless otherwise provided for in the Affiliate Schedule; (2) services otherwise identified in this MSA as being part of the Services; (3) services (but not staffing levels) included in the Affiliate Base Case, to the extent such services can be objectively demonstrated to be “in-scope” by Affiliate from an examination of the Affiliate Base Case and its supporting documentation prepared in the normal course of business; and (4) tasks, functions and responsibilities not specifically described but inherent in and incidental to the performance of matters described in the MSA ((1) through (4) collectively, the “Services”). It is contemplated by the parties that Accretive Health may develop additional service offerings beyond those identified as Services. Accretive Health agrees to present a summary of those service offerings for review and approval to Ascension Health prior to presenting those offerings to an Affiliate.

Affiliate, in the format and on the media in use as of the date of the request, all or the portion requested of the records applicable to the Services. With the exception of patient care records which shall be returned to Affiliate as provided herein, in the event such records cannot be returned to Affiliate, Accretive shall erase or destroy all or a portion of Ascension Health Data in Accretive’s possession prior to the cessation of the Termination Assistance Services pursuant to each Affiliate Schedule. As part of the Services, Accretive shall maintain backup files and microfiche in accordance with applicable laws and regulations, each Affiliate’s policies and procedures in a manner mutually agreed upon by Accretive and the respective Affiliate.

3.05

Return of Data. Archival tapes or other media utilized by Accretive and containing any Affiliate records or Ascension Health Data shall be used solely for back-up purposes and shall be returned or destroyed pursuant to this Section 3.05.

3.06

Tax Exempt Status and Charity Care Policies. The parties expressly acknowledge that in furtherance of its charitable mission Ascension Health and the Affiliates have charity care and billing and collection policies, procedures and guidelines.(“Charity Care Policies”). Such policies may apply to both insured and uninsured patients and may require discounts to be given to both patients in financial need and those who are not. As of the Master Effective Date, the Ascension Charity Care Policies are referred to as Ascension Health policies 9 and 16. Additionally, certain Affiliates may have Charity Care Policies which supplement the charity care that would be provided for by policies 9 and 16. Accretive agrees to abide by: (a) all charity care and billing and collection policies of Ascension Health, or any amendment, replacements or additions thereto, (e.g. currently policies 9 and 16),and (b) all charity care and billing and collection policies of Affiliates, or any amendment, replacements or additions thereto, which are consistent with Ascension Charity Care Policies. The parties further agree that there will be no targeting of uninsured patients in the course of implementing charge master and pricing initiatives. The parties acknowledge that Ascension Health and each of the Affiliates are organizations that are exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code and that notwithstanding any other provision of this MSA, neither Ascension Health nor any of the Affiliates shall be required to take any action or perform in a manner which jeopardizes their respective tax-exempt status.

3.07

Discretion to Bill. The parties expressly acknowledge that in furtherance of Affiliates’ operations, Affiliates reserve the right to waive or adjust fees charged for services to the respective Affiliate’s patients.

3.08

Accretive Licenses and Permits. As part of the Services, Accretive is responsible for obtaining, and has financial responsibility for, all necessary licenses, consents, approvals, permits, and authorizations required by applicable legislative enactments and regulations to be obtained in order to perform the Services. Affiliate shall reasonably cooperate with and assist Accretive in obtaining any such licenses, consents, approvals, permits, and authorizations.

3.09

Accretive Processes. As part of the Services, Accretive shall regularly update the tools, utilities, processes, methods, and procedures used by Accretive to provide the Services to the extent they are generally upgraded for other customers of Accretive without additional charge and are applicable to the Services provided under this MSA. Where not otherwise specified in this MSA, Accretive will perform the Services using processes, documentation and methodologies designed to improve delivery of the Services.

4.01

Roll-Out Plan. As part of the Services and before execution of the respective Affiliate Schedule or within the period of time specified in the respective Affiliate Schedule, Accretive shall develop, upon Affiliate’s approval, a detailed roll-out plan in accordance with the Operating Protocols (the “Roll- Out Plan”). Accretive and Affiliate shall work collaboratively to assure the successful implementation of the Roll-Out Plan.

4.02

Ascension Health and Affiliate Review and Participation. Accretive shall allow Ascension Health and the respective Affiliate to monitor, test, and otherwise participate in the startup of operations as, from time to time, requested. The highest level Accretive Employee responsible for an Affiliate’s roll-out shall periodically meet at regular intervals with such Affiliate’s Designated Sponsor until completion of the Roll-Out Plan in order to review the status of the Roll-Out Plan.

4.03

Negative Impact. Accretive shall implement the startup of operations without causing an unplanned material disruption of Affiliate’s operations (which may be caused by but is not limited to, errant billing; disruption of communication with patients, physicians, health plans, etc.; or failure to comply with laws and regulations). To the extent an unplanned material disruption occurs due to a delay, other than a delay that is excused because it: (i) is not caused by Accretive (which includes Affiliates insistence upon a provision in the Roll- Out Plan over the written objections of Accretive); (ii) has been consented to by Affiliate in writing; or (iii) is an event of Force Majeure affecting the transition, Accretive shall reimburse Ascension Health or the respective Affiliate for the “public relations cost” (and no such cost shall be deemed Consequential Damages) incurred to mitigate the impact to Affiliate’s employees, medical staff, contractors, and patients of the delay. The parties agree that “public relations costs” may include third party public relations costs, advertising and publications costs related to communications regarding the delay and related items. The “public relations costs” shall not include any costs related to Ascension Health or Affiliate personnel or any costs related to any communication through an existing Ascension Health or Affiliate communication vehicle. The “public relations costs” paid under this MSA shall not exceed $[**] in any [**] period. Accretive, Ascension Health and Affiliate shall reasonably cooperate with each other to coordinate any such public relations efforts.

4.04

Transfer of Leases and Agreements. On the respective Affiliate Effective Date Accretive shall assume the agreements set forth on Appendix E of the respective Affiliate Schedule (“Assigned Agreements”). Accretive may, to the extent permitted by the Assigned Agreements, renew, modify, terminate or cancel, or request or grant any consents or waivers under, any Assigned Agreements. Any modification, termination or cancellation fees or charges, liabilities or other obligations imposed upon Affiliate in connection with any modification, termination or cancellation of, or consent or waiver under, any Assigned Agreements that are made or requested by Accretive shall be paid or performed by Accretive. Accretive shall pay the invoices submitted by third parties in connection with the Assigned Agreements to the extent the invoices relate to periods arising on or after the Affiliate Effective Date. Affiliate shall pay the invoices submitted by third parties in connection with the Assigned Agreements, to the extent relating to periods arising prior to the Affiliate Effective Date(s). In the event that any Assigned Agreement cannot be assigned on the applicable Affiliate Effective Date(s) due to time constraints, the respective Affiliate shall be responsible for the payment of the invoices submitted by third parties and Accretive shall reimburse such Affiliate for such amounts as relate to periods on or after the applicable Affiliate Effective Date(s).

5.01

Contract Employees . As of each Affiliate Effective Date, Accretive shall lease from the respective Affiliate those Affiliate employees listed in Appendix H to the respective Affiliate Schedule (“Contract Employees”), on an exclusive basis. Contract Employees shall be considered for all purposes to be employees of the respective Affiliate and not of Accretive, and the respective Affiliate shall have sole responsibility for the following:

5.02

Accretive will have the following rights with respect to Contract Employees:

5.02.01

The right to control and direct the work activities of the Contract Employees relating to the Services and subject to its obligations under paragraph 5.05 below. In exercising such right, which may include a request to remove or discipline a Contract Employee, Accretive shall comply with the respective Affiliate’s policies and procedures regarding progressive discipline, as well as, all other applicable personnel policies, procedures, and/or collective bargaining agreements. Prior to removing or disciplining a Contract Employee, Accretive shall consult and work with Affiliate to ensure the removal of the Contract Employee from providing Services under this MSA and/or discipline of a Contract Employee is conducted in a manner consistent with Affiliate’s applicable policies, procedures, and/or collective bargaining agreements. In the event Affiliate objects to the Contract Employee being removed or disciplined, Affiliate may submit the matter to the Joint Review Board for further discussion and prompt resolution. Any request by Accretive to remove an individual from the roster shall not be deemed to constitute or require a termination of such individual’s employment by Affiliate, and in no event shall Accretive be deemed an employer of any such person.

5.02.02

The right to reassign a Contract Employee to a comparable position in pay, benefits, and/or duties providing Services to the respective Affiliate consistent with Affiliate’s personnel policies and procedures and any applicable collective bargaining agreement. Reassignment to a position with non-comparable pay, benefits, and/or duties shall be subject to the process established in Section 5.02.01.

5.02.03

The right to determine whether or not a Contract Employee who ceases employment with Affiliate, or who transfers under Affiliate’s customary policies and procedures to an area not subject to Accretive’s Services, should be replaced and whether the replacement should be by an Accretive employee or an Affiliate Contract Employee. In the event that Accretive determines that the position is to be filled by adding a new Contract Employee to the roster, and that individual will be a new hire for Affiliate, Affiliate shall have the right to approve the hiring of the Contract Employee and the Contract Employee’s terms and conditions of employment, including, but not limited to, pay and benefits. In the event an Affiliate objects to the manner in which Accretive exercises its rights under this Section 5.02.03, the Affiliate shall be permitted to submit the matter for consideration to the Joint Review Board.

Affiliate the day prior to each payroll for the respective Affiliate. Accretive shall not be responsible for any employment related costs not included in the determination of the Base Case unless required, authorized or approved in advance by Accretive.

5.04

In the event that any portion of the Base Fee is held by Accretive in any account which is subject to investment risk, Ascension Health shall have the right to demand reasonable assurances that Accretive is able to make all Lease payments in a timely fashion and Accretive shall provide such assurance within three (3) business days. Accretive shall notify Ascension Health, in writing, in advance of the transfer or deposit of any component of the Base Fee into an account subject to investment risk. Failure of Accretive to provide reasonable assurances as set forth in this Section shall entitle Ascension Health to require that Accretive escrow funds sufficient to satisfy Accretive’s Employee Reimbursement payment through the end of the Quarter within ten (10) days of this request for reasonable assurance.

5.05

Contract Employees shall be subject to all personnel policies and regulations applicable to Affiliate’s employees generally, including, but not limited to, time off with or without pay, and leaves of absence under the Family and Medical Leave Act. While Contract Employees are providing Services hereunder, Accretive shall maintain a safe, healthy and non-discriminatory working environment in compliance with all applicable laws and regulations and shall indemnify Ascension Health and Affiliate for its failure to do so pursuant to Section 30.02. Likewise, each Affiliate shall maintain a safe, healthy and non-discriminatory working environment in compliance with all applicable laws and regulations and shall indemnify Accretive for its failure to do so pursuant to Section 30.01. Accretive shall honor and observe all obligations of a respective Affiliate provided for in any collective bargaining agreement which govern the employment of any Contract Employees as it relates to the employees covered by the particular collective bargaining agreement, and shall indemnify and hold a respective Affiliate harmless for its failure to do so pursuant to Section 30.02.

5.06

Departmental Policies and Compensation Plan. On behalf of the respective Affiliate and subject to the approval of an Affiliate prior to implementation, Accretive shall be responsible for developing and implementing performance management policies and practices for the Affiliate’s Contract Employees which are designed to achieve the performance objectives necessary to fulfill the objectives of this MSA. Subject to the approval of the Affiliate, Accretive shall also be responsible for developing and implementing a compensation plan for Contract Employee’s which supports the performance management policies discussed above (the “Compensation Plan”). The Compensation Plan shall set forth, at a minimum, the manner in which annual pay increases shall be determined, the manner in which compensation for overtime service will be determined and any other matters which impact the compensation of a Contract Employee. Affiliate shall not unreasonably withhold or delay its approval of the performance management policies and compensation plans contemplated by this paragraph. The Affiliate shall have the right to review changes in individual

compensation of Contract Employee’s in advance to assure that the proposed changes are consistent with the Compensation Plan. Accretive agrees that its Compensation Plan will not violate any Affiliate personnel policy, regulation or collective bargaining agreement.

5.07

Contract Employee Compensation Adjustments. If a Contract Employee’s compensation is adjusted under the terms of the applicable Compensation Plan, Accretive shall provide Affiliate with an amended Appendix H reflecting the adjustment at least ten (10) days prior to the effective date of the compensation adjustment and the reimbursement provided by Accretive pursuant to Section 5.03 above shall be adjusted accordingly.

5.08

[**].

5.09

Increases in Compensation. Accretive agrees that the average annual percentage increase in compensation of Contract Employees will be [**] the Average Wage Increase.

5.10

Accretive Employees. All Accretive Employees shall be qualified and competent to render Services under this MSA, and shall provide Services in compliance with (i) all applicable state, federal and local laws and regulations, (ii) the requirements of all regulatory and/or accrediting agencies and third party payors applicable to the respective Affiliate, including Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”), and (iii) the applicable policies, procedures and applicable collective bargaining agreements of the Affiliate. With respect to Accretive Employees, Accretive shall:

5.11

While at the Affiliate Service Locations, Accretive Employees shall (1) comply as requested with standard rules and regulations of Affiliate regarding personal and professional conduct (including the wearing of a particular uniform, identification badge, or personal protective equipment and adhering to health care facility regulations which in some instances may include drug screen, tuberculosis testing (or other communicable disease testing required by law) and general safety practices or procedures) generally applicable to such Affiliate Service Locations, and (2) otherwise conduct themselves in a businesslike manner. In the event that Affiliate determines in good faith that the continued assignment of one or more Accretive Staff is not in the best interests of Affiliate (and provided the basis for

such determination is not prohibited by law), Affiliate shall consult with Accretive to that effect. Upon such consultation, Accretive shall have a reasonable period of time in which to investigate the matters stated in such notice, discuss its findings with Affiliate and resolve the problems with such person. If Affiliate and Accretive can not agree on the disposition of the matter it shall be referred to the Joint Review Board for prompt resolution. In the event that the Joint Review Board determines that the Accretive employee should be removed, Accretive shall replace that person with another person of suitable ability and qualifications. However, under circumstances where an Accretive Employee’s continued presence at an Affiliate would be particularly disruptive to the Affiliate’s operations or would pose a risk to Affiliate, its employees, or patients, Affiliate shall have the right to demand and Accretive must immediately remove such individual(s) from Affiliate’s account pending such investigation and discussion. In any event, any request by Affiliate to remove an individual from Affiliate’s account shall not be deemed to constitute or require a termination of such individual’s employment by Accretive and in no event shall Affiliate be deemed an employer of any such person.

In the event that Accretive believes that an Affiliate’s requests for reassignment of Accretive employees under this paragraph are unreasonable or excessive, it shall have the right to refer the issue directly to the Joint Review Board for discussion.

6.01

Affiliate shall sign a power of attorney, and shall cause all entities for which Accretive is performing Services through an Affiliate (“Eligible Entities”) for whom Accretive will perform Services to sign a power of attorney, in the form attached hereto as Appendix L to Exhibit 1, to authorize Accretive to process medical claims of Affiliate and Eligible Entities and to receive and deposit funds from third party payors, including self pay patients, into accounts controlled by or in the name of Affiliate or the Eligible Entities which power shall be subject to review by the Affiliate. Accretive agrees to execute any document or agreement reasonably requested by third parties or Affiliates to permit Accretive to perform the Services.

7.01

Affiliate shall be responsible for:

Services. Affiliate shall furnish standard office furnishings and services, including janitorial services of the same quality as it provides its own staff, at the Affiliate Service Locations, from time to time. (The specified space and the associated storage space are collectively the “Affiliate Facilities”).

7.01.02

With respect to the Affiliate Facilities, Affiliate will manage and maintain as necessary the building and property including the structures, roof, exterior and interior walls, electrical systems, Internet access (to the extent available at the Affiliate Service location on the respective Affiliate Effective Date), telephone service, water, sewer, lights, heating, ventilation and air conditions (HVAC) systems, physical security systems, fire suppression systems, general custodial services and other infrastructure components relating to the Affiliate Service Locations.

7.01.03

Accretive may not provide services to other customers from Affiliates Facilities without Affiliate’s consent. Accretive’s use of Affiliate Facilities shall not constitute a leasehold or other property interest in favor of Accretive. To the extent Accretive’s use of Affiliate Facilities materially increases Affiliate’s facility or other costs, Affiliate reserves the right to charge Accretive for such excess costs after reasonable consultation with Accretive. Affiliate shall have the option at any time during the Master Term of relocating the Accretive Staff, other employees, and subcontractors located in such office space provided by Affiliate to another comparable location or facility; provided that such relocation shall not require a move by Accretive Staff of more than twenty miles from the original Affiliate Facilities. Affiliate shall be responsible for any disruption or degradation in Services directly resulting from any relocation, and shall reimburse Accretive’s relocation costs and expenses.

7.01.04

Affiliate warrants that throughout the Affiliate Term: (i) the Affiliate Facilities will comply with applicable health and safety laws and regulations; (ii) Affiliate will obtain and maintain any necessary permits and approvals for Accretive’s use as contemplated by this MSA; and (iii) the use as contemplated by this MSA will not be an unlawful purpose or act or violate any insurance policy or lease which is currently or which in the future may be in effect; and (iv) Affiliate will satisfy the requirements for Affiliate performance contemplated by the Operating Protocols.

7.01.05

Notwithstanding the foregoing, neither party intends Accretive’s interest in the Affiliate Facilities to be deemed or construed to be a lease or other interest in real property, but rather a revocable license. Accretive’s right to quiet enjoyment shall be subject to such disruption as required by applicable laws, regulations and rules or generally accepted hospital operation protocols. In the event of such

disruption, Accretive shall be relieved of service levels and other obligations to the extent that the effect of the disruption cannot be mitigated through commercially reasonable methods at no additional cost to Accretive.

7.01.06

Accretive Staff and Accretive Agents will not commit or permit waste or damage to the Affiliate Facilities, and, subject to Affiliate’s warranties, not use the Affiliate Facilities for any unlawful purpose or act. Accretive Staff and Accretive Agents will comply with Affiliate’s reasonable building policies and procedures as made available to Accretive regarding access to and use of the Affiliate Facilities, including procedures for the physical security of the Affiliate Facilities.

7.01.07

Accretive will not make any improvements or changes involving structural, mechanical or electrical alterations to the Affiliate Facilities without Affiliate’s prior written approval. At Affiliate’s option, any such alterations shall be made by Affiliate or its agents and subcontractors.

7.01.08

Affiliate will make available [**] to Accretive the assets which were used prior to each respective Affiliate Effective Date to perform the services previously performed by the Contract Employees. Subject to Ascension Health’s capital allocation process, [**] will be responsible for replacing capital items provided by Affiliate pursuant to the prior sentence utilized by Accretive in performing the Services, as well as, upgrades of technology applications. Notwithstanding the foregoing, Accretive will be responsible for acquiring any new assets to support its own operations, including for the development of any interfaces between Accretive Tools and Affiliate’s systems.

8.01

Accretive Responsibilities. Accretive shall be responsible for acting on behalf of the respective Affiliate to manage, administer and maintain the Retained Resources Agreements, as itemized on Appendix F of the applicable Affiliate Schedules. Accretive shall not modify, change or terminate Affiliate’s responsibilities as to the Retained Resources without first obtaining the consent of the respective Affiliate (which shall not be unreasonably withheld). Accretive shall, at least once every ninety (90)-day period during the applicable Affiliate Term, review and revise the applicable Appendix F in order to determine whether any Retained Resources Agreement may be terminated, modified or assigned to Accretive; provided, however, no such termination, modification, or assignment shall occur without the prior written consent of the respective Affiliate. Subject to Affiliate’s right to consent, Affiliate shall cooperate with Accretive in performing

8.02

Performance Under Retained Resources Agreements. Accretive and applicable Affiliate shall promptly inform the other party of any known material breach of, fraud or material misuse in connection with, any Retained Resource Agreements arising after the applicable Affiliate Effective Date and shall cooperate with the other party to prevent or stay any such breach, misuse, or fraud.

performance and material non-compliance issues with respect to any Retained Resource Vendor as part of their normal meeting schedule.

9.01

Patient Satisfaction Performance. If the Affiliate has historic performance tracking measurements for patient satisfaction which identifies the performance levels for the patient access and patient financial services functions, those performance measurements shall become the baseline performance measurements for patient satisfaction in these areas during the term of the Service Agreement and shall be tracked and reported with the same frequency as the historic period. If no such tracking measurements exist for the Affiliate, during the ninety (90)-day period after the Affiliate Effective Date and as part of the Services, Accretive and Affiliate shall establish a baseline performance measurements for these areas, a method for tracking patient satisfaction performance in these areas on an on-going basis and shall report on this performance to the Affiliate on a quarterly basis.

9.02

Employee Satisfaction. If the Affiliate has historic measurements for employee satisfaction which identifies historic performance levels for the in-scope employees, those historic measurements shall become the baseline performance measurements for employee satisfaction during the term of the Service Agreement and shall be tracked and reported with the same frequency as the historic period. If no such tracking measurements exist for the Affiliate, during the ninety (90) day period after the Affiliate Effective Date, Accretive and the Affiliate shall conduct a survey and establish baseline performance measurements for employee

satisfaction in these areas. Accretive and Affiliate will agree on a mechanism to conduct an annual survey with respect to employee satisfaction and will work collaboratively to review and respond to the results of that survey as appropriate.

9.04.01

Quality of Services rendered by Accretive pursuant to the MSA;

9.04.02

Any activity performed by Accretive under the MSA which might harm, reflect poorly on, or lower the reputation of Ascension Health or any of the Affiliates;

9.04.03

Accretive’s adherence to corporate compliance and principles of integrity, and ethical practices as well as all applicable laws, rules, and regulations;

9.04.04

The conduct of any activities that might jeopardize the tax-exempt status of Ascension Health, Affiliates, or their Related Entities.

9.05.01

Conduct a root cause analysis to determine and document the cause of the failure.

9.05.02

Provide the Joint Review Board with a report detailing the cause of, and procedure or steps for correcting such failure.

9.05.03

Correct such failure utilizing the procedures and steps consented to by the Joint Review Board and within a timeframe mutually agreed to by the Joint Review Board.

9.05.04

Provide the Joint Review Board with reasonable evidence that reasonable steps have been taken to avoid a recurrence of the issue giving rise to the inquiry.

In the event Accretive does not correct the failures as required by Section 9.05.03 within the timeframe designated by the Joint Review Board, then Ascension Health may deem Accretive in material breach of this Agreement and may

terminate the Affiliate Schedule for any Affiliate negatively impacted by such failure upon 180 days written notice.

10.01

Ascension Health/Affiliate Service Levels. Ascension Health and Affiliates shall provide the Ascension Health/Affiliate Services at the Ascension Health/Affiliate service levels as set forth in the Operating Protocols. The parties acknowledge that Affiliates may not be performing in a manner consistent with the target service levels at the time of the Affiliate Effective Date. Accretive agrees to work with each Affiliate in the first ninety (90) days following the Affiliate Effective Date to develop a joint plan to satisfy or adjust the service levels to meet the needs of both Affiliate and Accretive.

10.02

Adjustment of Service Levels. The Joint Review Board shall review during the last quarter of every Master Contract Year the adjustments to the service levels. Either Ascension Health, Affiliate, or Accretive may, at any time upon request to the other party, initiate negotiations to review and, upon agreement by the Joint Review Board, adjust any Service Level which such party in good faith believes is inappropriate at that time.

10.03

Reports. As part of the Services, Accretive shall provide performance reports for each Quarter to Ascension Health and each Affiliate in a form agreed upon by Ascension Health and Accretive.

11.01

Service Locations. The Services shall be provided from the Service Locations. Accretive may modify Exhibit 1 to revise the Accretive Service Locations upon the written consent of Ascension Health, which shall not be unreasonably withheld or delayed. In addition, to the extent any Services for an Affiliate are to be provided by Accretive from one of the Accretive Service Locations set forth in Exhibit 1, such Accretive Service Locations shall be specified in Appendix G of the respective Affiliate Schedule. Accretive shall notify the Affiliate that Services are being delivered on its behalf from Service Location upon changes to Appendix G. Ascension Health may, in reviewing a request to amend Exhibit 1, take into consideration any issues or concerns it deems material to the consent including, but not limited to:

11.02

On request of Ascension Health, Accretive shall conduct a self-assessment, in the form provided by Ascension Health, of its provision of Services and its privacy

and security practices. The self-assessment shall not be counted as an audit for purposes of Article 22. The self-assessment shall not be required more frequently than annually, provided, that if Ascension Health identifies material deficiencies in a self-assessment, it may request a follow- up self-assessment more frequently than annually to verify correction.

12.01

Accretive Staff Orientation. Accretive personnel dedicated to a site shall undergo orientation to acquaint them with the mission, history and culture of Ascension Health’s organization and the respective Affiliate to which they are assigned, which orientation shall either be performed by Affiliate personnel or subject to Ascension Health’s consent.

12.02

Accretive Staff Orientation and Training. Accretive and each Affiliate shall, prior to the respective Affiliate Effective Date, mutually agree to the timing and manner of orientation and continuous training of Accretive Staff. Such orientation shall include: (i) providing the Accretive Staff with their obligations with respect to Affiliate’s policy and procedures; (ii) the corporate compliance programs of the respective Affiliate and Accretive; and (iii) training and education of Accretive Staff with respect to the foregoing.

12.03

Subcontractors. Accretive shall not subcontract its material obligations under this MSA without Ascension Health’s prior written consent which may be granted or withheld at Ascension Health’s sole discretion. Ascension Health shall have the right to revoke its prior consent of a subcontractor if the subcontractor’s performance is materially deficient and is not cured after reasonable notice or material misrepresentations were made concerning the subcontractor at the time of Ascension Health’s prior consent. Accretive shall be responsible for obligations performed by its subcontractors and shall be Ascension Health’s sole point of contact. Accretive shall not disclose confidential information of Ascension Health or Affiliates to a subcontractor unless and until such subcontractor has signed an appropriate nondisclosure agreement. For purposes

of this section, Ascension Health approval shall be deemed to be given for any subcontractor being utilized by an Affiliate as of the respective Affiliate Schedule’s Effective Date (but only with respect to the services that such subcontractor is then providing). For the purposes of this MSA, third party agreements including obligations relating to the license of software, use of software application service providers and third party service providers (e.g. collection agencies, disability vendors) where Accretive retains discretion and responsibility for outcomes are not subcontractors under this Section 12.03, provided, however, that vendors under such third party agreements shall constitute subcontractors for purposes of Section 30.02.03.

13.01

The parties’ obligations and performance under this MSA shall be overseen by a joint review board (“Joint Review Board”) which will be responsible for oversight of the MSA, including reviewing strategic issues and resolving disputes between the parties. The Joint Review Board shall be composed of three (3) senior executives from each of Ascension Health and Accretive. The Joint Review Board will meet on a periodic basis as mutually agreed to by the parties.

14.01

Affiliate Software. To the extent permitted by the applicable contract in respect of the Affiliate Third Party Software, Affiliate, [**] hereby grants to Accretive and Accretive Agents for the limited purpose of providing the Services a nonexclusive, nontransferable, royalty-free right to (1) have access to, (2) copy for archival purposes or as may otherwise be required by this MSA or the applicable Affiliate Schedule, (3) modify as required by this MSA or the applicable Affiliate Schedule, and (4) sublicense subcontractors to do any of the foregoing for the same limited purpose: (a) any Affiliate proprietary software, including any related documentation in Affiliate’s possession on or after the applicable Affiliate Effective Date (the “Affiliate Proprietary Software”) and (b) any software licensed or leased by Affiliate from a third party that is used in connection with the Services on or after the applicable Affiliate Effective Date,

including any related documentation in Affiliate’s possession (the “Affiliate Third Party Software”); provided, however, that Accretive may not decompile or reverse engineer the Affiliate Software. As of the applicable Affiliate Effective Date, (i) Affiliate shall, [**] provide Accretive with access to the Affiliate Proprietary Software in the form in use by Affiliate as of the applicable Affiliate Effective Date and (ii) Accretive, as part of the Services, shall compile and, as changes are made, update a list of Affiliate Proprietary Software in use at that time pursuant to the applicable Affiliate Schedule. Upon expiration of the applicable Affiliate Schedule or termination of this MSA or the applicable Affiliate Schedule for any reason, the rights granted to Accretive in this Section 14.01 shall immediately revert to Affiliate and Accretive shall, at no cost to Affiliate, (x) deliver to Affiliate a current copy of (aa) the list of Affiliate Software in use as of the date of such expiration of the applicable Affiliate Schedule or the termination of this MSA or the applicable Affiliate Schedule and (bb) all of the Affiliate Software (including any related source code in Accretive’s possession) in the form in use as of the effective date of such expiration of the applicable Affiliate Schedule or termination of this MSA or the applicable Affiliate Schedule and (y) destroy or erase all other copies of the Affiliate Software in its possession or the possession of Accretive and Accretive Agents unless otherwise instructed by Affiliate.

14.03

Accretive Third Party Software. All software and related documentation licensed or leased from a third party by Accretive (1) as of the applicable Affiliate Effective Date which will be used in connection with the Services and (2) after the applicable Affiliate Effective Date which will be used in connection with the Services {(1) and (2) collectively, “Accretive Third Party Software”) shall be and shall remain the exclusive property of such third party licensors and neither Ascension Health nor any Affiliate shall have any rights or interests in the Accretive Third Party Software except as described in this Section 14.03. As part of the Services, Accretive shall use the Accretive Third Party Software, as may be required to provide the Services; provided Accretive shall have the right to unilaterally utilize such software as it chooses for the sole purpose of internal administration.

15.01

Ascension Health Data. All Ascension Health Data is and shall remain the property of Ascension Health or the respective Affiliate. The Ascension Health Data shall not, without the written consent of either Ascension Health or the Affiliate whose data it is, be (1) used by Accretive, Accretive Employees or Accretive Agents other than in connection with providing the Services, (2) disclosed, sold, assigned, leased, or otherwise provided to third parties by Accretive, Accretive Employees or Accretive Agents other than in connection with providing the Services, or (3) commercially exploited by or on behalf of Accretive or Accretive Agents. Accretive hereby waives any liens or encumbrances it may have or which may arise as to Ascension Health Data.

15.02

Correction of Errors. As part of the Services, Accretive shall promptly correct at Ascension Health’s request any errors or inaccuracies in the Ascension Health Data and the Reports caused by Accretive or Accretive Agents. At Ascension Health’s request Accretive shall promptly correct any other material errors or inaccuracies in the Ascension Health Data and the Reports. Ascension Health or Affiliate is responsible for any errors or inaccuracies in and with respect to data obtained from Accretive because of any inaccurate or incomplete data provided by Ascension Health or the respective Affiliate.

16.01

Accretive shall be responsible for, and shall pay any costs associated with, obtaining all consents, approvals, authorizations, notices, requests, and acknowledgements of third parties other than legal fees which might be incurred by Affiliate which have not been approved in advance, necessary to implement the terms of this agreement and the Affiliate Schedule as of the Affiliate Effective Date of each Affiliate Schedule (“Consents”); provided that Affiliate is responsible to pay any costs associated with: (i) bringing any item into compliance with its contractual terms at the time of initial transfer to Accretive, including paying for any undocumented usage; (ii) Consents for Accretive’s use of the Affiliate Software, Affiliate Machines, and the services under Affiliate’s third party service contracts (including Retained Resource Agreements) which are used to provide the Services to the extent the foregoing are not listed in an Affiliate Schedule on the Affiliate Effective Date. Each party shall cooperate with the other in obtaining the Consents. If a Consent is not obtained by the party responsible for it after using commercially reasonable efforts, then, unless and until such Consent is obtained, Accretive shall determine and promptly adopt, subject to Affiliate’s prior written approval, such alternative approaches or workarounds as are commercially reasonable under the circumstances in order to provide the Services to the extent that same can be provided without such Consents.

17.01

Force Majeure. Any failure or delay by Ascension Health, an Affiliate or Accretive in the performance of its obligations pursuant to this MSA shall not be deemed a default of this MSA or a ground for termination hereunder (except as provided in this Section 17.01) to the extent such failure or delay is caused by a Force Majeure Event. The occurrence of a Force Majeure Event in respect of another customer of Accretive does not constitute a Force Majeure Event under this MSA except to the extent such customer and Ascension Health and/or Affiliate(s) experience the same Force Majeure event at a site shared with such customer. The party delayed (meaning in the case of the affected Affiliate) by a Force Majeure Event shall immediately notify the other party by telephone (to be confirmed in a notice within five (5) days of the inception of such delay); in the case of notice by Accretive, notice shall be given to the Affiliate and the Joint Review Board of the occurrence of a Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event results in a failure of Accretive to deliver the Services, or in Ascension Health or Affiliate to provide resources or services required under this MSA, which failure lasts for more than 48 hours from the receipt of notice of the first such Force Majeure Event, the non-failing party may, upon notice to the failing party, and approval of the Joint Review Board (provided the Joint Review Board can be convened within such 48 hour period), require the failing party to procure the Services from an alternate source until the failure is cured. In such event, Affiliate shall continue to pay Accretive for the Services at the pricing herein provided and the failing party shall be liable from the date such alternate source

commences to provide services for payment of such alternate source, for a period not to exceed thirty (30) days.

18.01

Fees. In consideration of Accretive providing the Services, Affiliate shall pay to Accretive the Base Fee, the Management and Technology Fee and the Performance Incentive Fees as set forth herein.

18.02

Base Fee. The Base Fee will be determined in the manner set forth in the Operating Protocols adopted by the parties, which are incorporated herein by reference. The Base Fee will be paid [**], or as mutually agreed to in writing, and adjusted on the first anniversary of the Affiliate Effective Date, and each year thereafter, based on increases in the Inflator. “Inflator” shall mean the sum of (a) the annual percentage increase in the United States Department of Labor Consumer Price Index, All Urban Consumers, U.S. City Average, all items, with an index base period of (1982-1984 = 100) for the preceding twelve (12) months multiplied by [**]%; and (b) the Average Wage Increase as determined annually by the respective Affiliate multiplied by [**]%.

18.03

Management and Technology Fee. Each Affiliate shall pay Accretive a Management and Technology Fee. The Management and Technology Fee shall be [**]% ([**] percent) of the In-Scope Revenue of the Affiliate. In-Scope Revenue of the Affiliate for the purposes of determining the Management and Technology fee shall be determined as follows:

18.04

Timing of Payments. For Affiliates where the Affiliate Start Date falls after November of 2006 and before the Master Renewal Date, the Management and Technology fee shall be paid for the [**] Affiliate Contract Year and shall replace the gain-share fee for the [**] of operations for those Affiliates. The Management and Technology Fee shall be paid [**], along with the Base Fee. For Affiliates where the Management and Technology Fee is replacing the gain-sharing fee, the Management and Technology fee for the period preceding the Master Renewal Date shall be paid within thirty (30) days of the Master Renewal Date.

18.05

Performance Incentive Fee. During the first year of operations at any Affiliate commencing services after the Master Renewal Date, there will be no Performance Incentive Fee assessed to the Affiliate. For Affiliates whose Affiliate Start Date falls after November of 2006 and before the Master Renewal Date, their will be no Performance Incentive Fee for the first Affiliate Contract Year. In all subsequent years the Affiliate shall pay Accretive [**]% of the measured Revenue Improvement and Additional Revenue Improvement as a Performance Incentive Fee. The calculation of the Performance Incentive Fee shall include a credit for the Management and Technology Fee for the period. The Performance Incentive Fee shall be calculated in accordance with the Operating Protocols adopted by the parties. Revenue Improvement and Additional Revenue Improvement are defined in the Operating Protocols.

18.06

Maximum Performance Incentive Fee, Management Technology Fee and Dormant Receivables Fee. Notwithstanding any provisions herein to the contrary, in no event shall the sum of the Performance Incentive Fee, Management Technology Fee and Dormant Receivables Fee for an Affiliate exceed an amount equal to [**] percent ([**]%) of the Base Fee for such Affiliate for any operating year.

18.07

After the first year of operations, in the event that the measured average Revenue Yield Change (as defined in the Operating Protocols) at any Affiliate fails to exceed [**]%, for any Affiliate Contract Year, the Affiliate shall be entitled to an adjustment in the Management and Technology Fee such that the Management and Technology Fee for the period do not exceed [**]% of measured Revenue Improvement. For purposes of this Section 18.07, determination of “Revenue Improvements” is described in the Operating Protocols.

18.08

Dormant Receivable Fees. Accretive shall also be paid a fee for its efforts in connection with the collection of Dormant Receivables. The fee for collection of Dormant Receivables shall be [**]% of the Net Proceeds from the Collection of Dormant Receivables. Net Proceeds from the Collection of Dormant Receivable shall be determined in accordance with the Operating Protocols adopted by the parties.

18.09

Most Favored Customer. Accretive’s fees for Services provided to Ascension Health pursuant to this MSA shall be at least as low as Accretive’s fees for the Services it provides to any other similarly situated Client receiving comparable services at comparable volumes. In the event Ascension Health’s Fees require

adjustment pursuant to this Section 18.08, Accretive shall advise Ascension Health in writing and adjust the Fees retroactive to the effective date of the more favorable agreement. Ascension Health may from time to time request Accretive to certify that the terms of this Section 18.08 have not been contradicted by any transaction entered into by Accretive since the date of the most recent written notice provided by Accretive pursuant to this Section 18.02. If Accretive is unable to provide such written notice because of a transaction entered into by Accretive contradicting this Section 18.08, Accretive shall offer to Ascension Health an adjustment to the financial and other terms of this MSA consistent with the terms of this Section 18.08 retroactive to the effective date of the more favorable agreement.

19.01

Fees. Accretive shall provide each Affiliate with an invoice for the Base Fees and Management and Technology Fees applicable to such Affiliate [**] before the [**] of each Quarter for each Quarter in which the Services applicable to such Affiliate are to be provided; provided, however, that any invoices provided by Accretive before the [**] of the Quarter shall be dated as of the [**] of the Quarter. The Payment of all invoices for Base Fees and Management and Technology Fees shall be made by wire transfer, or other mutually acceptable means, on or before the [**] of the applicable Quarter.

19.02

Performance Incentive Fees. Accretive shall provide Affiliate with an invoice for the Performance Incentive Fees applicable to such Affiliate on a quarterly basis upon completion of benefit measurement pursuant to the Operating Protocols. Instructions for submission of the invoice are set forth in the Operating Protocols.

19.03

Detailed Invoices. Upon Ascension Health’s reasonable request, Accretive shall provide invoices with varying degree of detail as specified in the applicable Affiliate Schedule.

19.04

Time of Payment. Unless otherwise agreed to in writing, payment of all invoices shall be due and payable fifteen (15) days after receipt of an invoice from Accretive.

19.05

Fee Dispute. In the event of a good faith dispute between Ascension Health or an Affiliate and Accretive regarding any Fees due under this MSA, the dispute shall be referred to the Joint Review Board for prompt resolution. Ascension Health and the respective Affiliate shall not withhold any Base Fee payment for any

reason. Accretive shall not withhold any reimbursement owed to Affiliate under Article 5.03 for any reason. Ascension Health and the respective Affiliate may withhold such portion of the Additional Fees as may be authorized by the Joint Review Board.

20.01

The fees paid to Accretive are inclusive of any applicable sales, use, personal property, or other taxes attributable to periods on or after the applicable Affiliate Effective Date based upon or measured by Accretive’s cost in acquiring or providing equipment, materials, supplies, or services furnished or used by Accretive in performing or furnishing the Services, including without limitation, all personal property and use taxes, if any, due on Accretive Machines.

20.02

Affiliate will also be responsible for paying all personal property or use taxes due on or with respect to Affiliate Machines and Software.

20.03

Ascension Health, each Affiliate and Accretive each shall bear sole responsibility for all taxes, assessments, and other real property-related levies on its owned or leased real property.

20.04

To the extent the parties believe the circumstances warrant, Ascension Health and Accretive shall cooperate to segregate the Fees into the following separate payment streams: (a) those for taxable Services, (b) those for nontaxable Services, (c) those for which a sales, use, or other similar tax has already been paid, and (d) those for which Accretive functions merely as a paying agent for Affiliate in receiving goods, supplies, or services (including leasing and licensing arrangements) that otherwise are nontaxable or have previously not been subject to tax. In addition, Ascension Health, Affiliates and Accretive shall reasonably cooperate with each other to more accurately determine each party’s tax liability and to minimize such liability to the extent legally permissible.

21.01

It is anticipated that, as a result of the operational improvements implemented by Accretive with the support of the Affiliates, certain efficiencies in staffing requirements for the operation of the Affiliate revenue cycle will be realized. These staffing efficiencies will be facilitated and enhanced to the extent that certain operational functions can be performed through the Shared Services Operating Model (as more fully described in the Operating Protocols). In the

event that these staffing efficiencies are realized during the course of operations, the Affiliate shall receive a credit against the Base Fee expense as follows:

21.02

It is anticipated that the adoption of the Shared Services Operating Model will produce significant operating efficiencies with respect to the operation of the Affiliate’s revenue cycle. In the event that the revenue managed by Accretive on behalf of Affiliates using the Shared Services Operating Model described above exceeds $[**], the percentage of Revenue Improvement (as defined in the Operating Protocols) paid to Accretive Health as Additional Fees for subsequent quarters by Affiliates participating in the shared services model shall be reduced to [**].

21.03

Accretive Health shall prepare a cost savings projection for each Affiliate adopting the Shared Services Operating Model in accordance with the procedures set forth in the Operating Protocols. Accretive [**] each Affiliate adopting the Shared Services Operating Model that it will achieve [**]% of the cost savings projected for that Affiliate provided that the Affiliate provides its full support and cooperation with respect to the transition to, and operations under, the Shared Services Operating Model.

The [**] cost savings contemplated by this Section 21.03 are predicated on the parties’ mutual assumption that the shared services will be provided in a manner which may rely on both domestic and non-domestic resources to deliver the Services (“Blended Shore Resources” as described in the Operating Protocols). In the event that Ascension Health adopts a policy which precludes the use of Blended Shore Resources, Accretive Health shall honor these policies and the [**] cost savings contemplated by this MSA shall be null and void. Further, in the event that Ascension Health adopts such a policy, Ascension Health shall be responsible for the cost incurred by Accretive to transition services being performed by Blended Shore Resources to shared service centers which are staffed exclusively by domestic resources.

22.01

Upon reasonable notice from Ascension Health, Accretive and Accretive Agents, shall provide such auditors and inspectors as Ascension Health may designate in writing with access to the Service Locations, Accretive Employees, reports, security procedures/protocols and information used by Accretive to deliver the Services for the purpose of performing audits or inspections of the Services and the business of Ascension Health. With respect to any audit or inspection of the Services, Accretive shall have the right to approve the auditor or inspector (but shall not unreasonably withhold such approval) and to demand appropriate protections against disclosure of its intellectual property. Accretive shall provide, and cause Accretive Staff and Accretive Agents to provide, such auditors and inspectors any reasonable assistance that they may require. If any audit by an auditor designated by Ascension Health or a Governmental or Regulatory

Authority results in Accretive being notified that it, Accretive Staff or Accretive Agents are not in compliance with any law, regulation, audit requirement, the MSA or generally accepted accounting principle relating to the Se