DR. IVETTE CUBAS MEMBERSHIP AGREEMENT

This Membership Agreement (this “Agreement”) is entered into as of the last date of signature below

(the “Effective Date”) by and between Ivette D. Cubas, PLLC (the “Practice”) and a patient (if

patient is 18 (eighteen) years of age or older) or parent or guardian of the patient(s) (if patient(s) is

under 18 years of age) collectively called “Member(s)”.

Background

The Practice is an affiliate of Zest Pediatrics (“Zest”) and utilizes a Direct Pediatric Care ("DPC”)

model to provide pediatric medical services. In exchange for certain fees, the Practice agrees to

provide Member(s) with the Services described in this Agreement on the terms and conditions

contained in this Agreement.

Definitions

1. Member. The term Member refers to any patient that will receive medical care from a Zest

Pediatric Network affiliated Physician pursuant to this Agreement. If Member is under 18 (eighteen)

years of age, they are legally represented by their parent or guardian.

2. Services. In this Agreement, “Services,” means the collection of services offered to the

Member by the Practice, as such collection may be updated by the Practice from time to time in its

sole discretion. The current menu of Services is set forth in the Zest Membership Promise

(www.zestpeds.com/membershippromise).

3. Physician. Each Member shall choose a primary Zest pediatrician (“Physician”). Your

primary Zest Physician will be Ivette Cubas, MD. Dr. Cubas is part of the Zest Pediatric Network

and, as such, may utilize the services of other appropriately licensed and certified Physicians within

the Zest Pediatric Network to provide clinical services to Member from time to time.

Agreement

4. Term. This Agreement shall commence on the Effective Date upon Member’s payment of the

initial enrollment fee (as described below) and will continue for a period of one year, unless earlier

terminated by either party.

5. Renewal. The Agreement will automatically renew each year on the anniversary of the

Effective Date unless either party cancels the Agreement by giving written cancellation notice to the

Practice not later than 30 (thirty) days prior to such anniversary date.

6. Termination. Member may terminate this Agreement at any time with 30 (thirty) days’ prior

written notice to the Practice. The Practice may terminate this agreement at any time, whether during

or after the first one-year term, by giving Member 30 (thirty) days’ written notice.

7. Payments and Refunds — Amount and Methods. In exchange for the Services, Member

agrees to pay the Practice the enrollment fee and monthly membership fee(s) as published on the Zest

website (http://www.zestpeds.com/) and as updated from time to time (but not more frequently than

annually), subject to the following terms and conditions:

a) The enrollment fee, if one, is payable upon execution of this Agreement.

b) The monthly membership fee is due no later than the 10th day of each month during the term

of this Agreement. A late fee of $25 (twenty-five) dollars may be assessed for late payment.

Fees for the first month of services will be prorated on a per diem basis.

c) Monthly membership fees shall be payable either by automatic payment by automatic bank

draft (preferred) or by debit/credit card through an on-file debit or credit card.

d) The cost of certain items and services (the “Non-Covered Items/Services”) are not included in

the monthly membership fee—e.g., costs associated with prescription medications dispensed

by the Practice, and costs associated with any non-covered procedure, laboratory testing, and

specimen analysis. The Member shall be responsible for payment of these costs separate and

apart from the monthly membership fee. The Practice will provide an invoice on a monthly

basis detailing any such additional costs, and each such invoice shall be due and payable along

with the then-current monthly membership fee.

e) Upon termination of this Agreement for any reason by either party (not withstanding

Paragraph 6), the Practice will refund to Member the unused portion of your previously-paid

monthly membership fees on a per diem basis; provided, however, that any such unused

portion shall first be used to offset the cost of any Non-Covered Items/Services not yet paid

for by Member (whether or not previously invoiced). If, after such offset, there remains a

balance due for the Non-Covered Items/Services, Member shall pay such amount within thirty

(30) days of termination of this Agreement.

f) If, after termination from a Practice, a member chooses to re-enroll at a future date, the re-

enrollment fee will be twice the then current published rate.

8. Non-Participation in Insurance. Member acknowledges understanding that the Practice does

not participate in any fee-for-service health insurance or HMO plans or panels. The Practice makes

no representations that any fees Member pays under this Agreement are covered by Member’s health

insurance or other third-party payment plans. It is Member’s responsibility to determine whether

reimbursement is available from a private insurance plan and to submit any required billing.

9. Medicaid Enrolled Patients. Member acknowledges that if a current Medicaid enrollee that

similar services may be available to them at no cost from other Medicaid providers. Member also

acknowledges that Medicaid will not be billed for any services provided to such individuals.

10. This Is Not Health Insurance. Member acknowledges understanding that this Agreement is

not an insurance plan or a substitute for health insurance. Member understands that this Agreement

does not replace any existing or future health insurance or health plan coverage that Member may

carry. The Agreement does not include hospital services, or any services not personally provided by

the Practice. Member acknowledges that the Practice has advised Member to obtain or keep in full

force, health insurance that will cover Member for healthcare not personally delivered by the Practice.

11. Communications. Member acknowledges that although the Practice shall generally strive to

comply with the privacy and security requirements of the Health Insurance Portability and

Accountability Act of 1996, including its implementing regulations (collectively, “HIPAA”),

communications with a Physician using e-mail, facsimile, video chat, cell phone, texting, and other

forms of electronic communication can never be absolutely guaranteed to be secure or a confidential

method of communications. As such, Member expressly waives the Physicians' obligation to

guarantee confidentiality with respect to the above means of communication and acknowledge

that all such communications may become a part of the medical record.

By providing an e-mail address and cell phone number registered with the Practice, Member

authorizes the Practice to communicate with Member by e-mail or text message regarding the

Member's “protected health information” (as such term is defined under HIPAA, and also called

“PHI”). You further acknowledge that:

(a) E-mail and text message are not necessarily secure mediums for sending or receiving

PHI, and there is always a possibility that a third party may gain access;

(b) Although the Practice will make all reasonable efforts to keep e-mail and text

communications confidential and secure, the Practice cannot assure or guarantee the

absolute confidentiality of these communications;

of Member’s permanent medical record; and

(d) Member understands and agrees that e-mail and text messaging are not an appropriate

means of communication in an emergency, for time-sensitive problems, or for

disclosing sensitive information. In an emergency, or a situation that Member could

reasonably expect to develop into an emergency, Member understands and agrees

to call 911 or go to the nearest emergency room and follow the directions of

emergency personnel.

(e) Email/Text Messaging Usage. If Member does not receive a response to an e-mail

or text message within 24 hours, Member agrees to contact the Practice by

telephone or other means, as needed.

12. Health Information Exchange. The Practice participates in one or more Health Information

Exchanges. Your Physician can use this electronic network to securely provide access to your health

records for a better picture of your health needs. The Practice, and other healthcare providers, may

allow access to your health information through the Health Information Exchange for treatment,

payment or other healthcare operations. This is a voluntary agreement. You may opt-out at any time

by notifying your Physician.

13. Change of Law. If there is a change of any relevant law, regulation or rule, federal, state or

local, which affects the terms of this Agreement, the parties agree to amend this Agreement to comply

with the law.

14. Severability. If any part of this Agreement is considered legally invalid or unenforceable by a

court of competent jurisdiction, that part will be amended to the extent necessary to be enforceable,

and the remainder of the contract will stay in force as originally written.

15. Amendment. Except for amendments made in compliance with Sections 1, 2, 3, 12, and 13,

above, no amendment of this Agreement shall be binding on a party unless it is in writing and signed

by all the parties.

16. Assignment. This Agreement, and any rights that Member has under it, may not be assigned

or transferred by Member.

17. Entire Agreement. This Agreement contains the entire agreement between the parties and

replaces any earlier understandings and agreements whether they are written or oral.

18. No Waiver. In order to allow for the flexibility of certain terms of the Agreement, each party

agrees that they may choose to delay or not to enforce the other party's requirement or duty under this

agreement (for example notice periods, payment terms, etc.). Doing so will not constitute a waiver of

that duty or responsibility. The party will have the right to enforce such terms again at any time.

19. Jurisdiction. This Agreement shall be governed and construed under the laws of the State of

Pennsylvania. All disputes arising out of this Agreement shall be settled in the court of proper venue

and jurisdiction for the Practice in Allegheny County, Pennsylvania.

20. Service. All written notices are deemed served if sent to the office of the Physician, if to the

Practice, and to the Member’s address of record as enrolled with the Practice, if to Member.