Applicants who will provide access to Exchange Activities under the Carequality Framework to one or more Candidate Implementers are considered “Service Providers”, whether or not they also provide connectivity to other types of organizations who are not Candidate Implementers. Carequality, in its sole discretion, will determine whether a particular organization is a Candidate Implementer. The Carequality Implementer Fee for Service Providers will be determined by aggregating the Annual Revenue of the Candidate Implementers participating in exchange activity via the Carequality Framework through the Service Provider (the Service Provider’s “Represented Annual Revenue”), or by the Service Provider’s own Annual Revenue if greater than the Represented Annual Revenue.

Service Providers without Candidate Implementers

If a Service Provider does not have any Candidate Implementers under contract to receive access to Exchange Activities via the Carequality Framework when it first executes the Carequality Connected Agreement, its initial Carequality Implementer Fee will be based on its own Annual Revenue. Prior to the Service Provider being issued a certificate for production exchange activity via the Carequality Framework, however, it shall declare to Carequality any Candidate Implementers who will be connecting through the Service Provider. The Carequality Implementer Fee for the Service Provider will then be updated to reflect the Service Provider’s Represented Annual Revenue, if greater than the Service Provider’s own Annual Revenue. Payment of such fee, pro-rated to reflect the remainder of the fee term and accounting for any payment made by the Service Provider based on its own Annual Revenue, must be received by Carequality before a certificate being issued to the Service Provider enabling it to participate in production Exchange Activity.

Adding Candidate Implementers after Go-live

If, at any point after its initial go-live, a Service Provider begins providing access to Exchange Activities via the Carequality Framework to one or more other Candidate Implementers such that its Represented Annual Revenue is two or more tiers higher than previously reported, and at least six months remain in the current fee term, the Service Provider shall pay Carequality the difference between the Carequality Implementer Fee for the Service Provider’s new revenue tier based on Represented Annual Revenue, and any previous payment, pro-rated to reflect the time remaining in the current annual fee term.

Otherwise, any updates to the Service Provider’s Carequality Implementer Fee based on its then-current Represented Annual Revenue or its own then-current Annual Revenue will be made at the beginning of each annual fee term.