SmartShopper Services Agreement
This SmartShopper Services Agreement (“Agreement”) is dated June 5, 2019 and is between MDX
Medical Inc. d/b/a Sapphire Digital, a Delaware Corporation, located at 160 Chubb Avenue, Lyndhurst,
Suite 301, New Jersey 07071 (“Sapphire Digital”) and the City of Nashua, located at 229 Main Street
Nashua, New Hampshire 03060 (“Customer”). Sapphire Digital and Customer are each referred to herein
as a “Party” and collectively as the Parties.
The Customer provides an incentive benefit program to public sector employers who are enrolled on the
Customer’s Medical benefit plans. Sapphire Digital is in the business of offering cost savings services
with respect to employer group health plans.
The Customer wishes to engage Sapphire Digital as an independent contractor to provide the SmartShopper
Program and associated services as described in “Attachment A”,
1. Term. This Agreement shall become effective on July 1, 2019 (“Effective Date”) and shall
continue for a period of three (3) years (“Initial Term’’). Initial Term means the term beginning
July 1, 2019 and extending to saved shopping transactions in the Sapphire Digital system ending
on June 30, 2022. There will be a six-month wind-down period of claims run out for the
calculation and invoicing of fees generated during the wind-down period, and for the
determination of incentives through September 30, 2022. Subsequent to the Initial Term, the
Agreement shall only renew upon the mutual written agreement of the Parties (each a “Renewal
Term’).
2. Definitions. For purposes of this Agreement, the following definitions apply:
a. “Member” means any Customer employee or dependent of that employee’s family that
is insured through the Customer’s self-funded health benefit program and has access to
the SmartShopper Program.
b. "SmartShopper Program" or "Program" means a program aimed to reduce medical plan
claim costs by providing incentives to covered employees and their dependents that
utilize Cost-Effective Providers.
c. Cost-Effective Provider” means a provider that has been identified through the
SmartShopper Program who a Member may utilize and thereby qualify for an Incentive
Reward Payment.
d. “Incentive Fund” means an account held by Sapphire Digital and funded by the Customer
for the use by Sapphire Digital in providing Incentive Reward Payments te Members when
care is received at a Cost-Effective Provider.
e. “Incentive Reward Payment” means a payment sent to the Member by Sapphire Digital
written out of the Incentive Fund. Checks for Members under the age of 18 will be made
payable to and mailed to the subscriber.
3. Customer Expectations.
a. Customer and Sapphire Digital shall mutually agree in writing to a Member engagement
plan (“Engagement Plan”) which shall be based in part on the claim’s history of the
Customer. Sapphire Digital shall notify the Customer of any changes affecting the Customer'
