Multilateral Non-Disclosure, Hold Harmless & Indemnification Agreement

WHEREAS, Dulla Care Home Healthcare LLC is a licensed home healthcare agency providing personal care, homemaking, and related home and community-based services to eligible individuals in the State of Ohio;

WHEREAS, home healthcare services have been rendered to the Client, Sabrina L Jones, with the care and assistance of the Caregiver, Vinzella Jones, an aide employed or contracted through Dulla Care Home Healthcare LLC;

WHEREAS, the Owner, Abdullah K Jones, is the son of the Client, Sabrina L Jones, and a personal and familial relationship exists between the Owner and the Client that is separate and apart from the professional home healthcare relationship governed by this Agreement;

WHEREAS, the Client has become angry and upset regarding personal and family matters unrelated to the home healthcare services provided, and the Client has expressed an intent to commingle such personal and family issues with her professional home healthcare relationship with Dulla Care Home Healthcare LLC;

WHEREAS, the Client has threatened to report false, misleading, or retaliatory information to her case manager and/or to the Ohio Department of Medicaid in connection with the home healthcare services provided by Dulla Care Home Healthcare LLC and the Caregiver;

WHEREAS, the Parties desire to establish clear boundaries between their personal and family relationships and the professional home healthcare relationship, to protect the confidentiality of all parties, to hold harmless and indemnify the Owner and the agency, and to set forth the terms under which care may continue or be terminated without retaliation;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1 Confidential Information. Each Party acknowledges that, by virtue of the home healthcare relationship, the Parties may be exposed to confidential and proprietary information, including but not limited to: (a) the Client’s protected health information, medical condition, care plan, and personal circumstances; (b) the Owner’s and Dulla Care Home Healthcare LLC’s business operations, billing practices, employee and staffing information, policies, and procedures; and (c) the Caregiver’s personnel information and scope of practice (collectively, “Confidential Information”).

1.2 Obligation of Non-Disclosure. Each Party agrees that they shall not, directly or indirectly, disclose, reveal, share, publish, or otherwise make available any Confidential Information to any third party, including but not limited to family members, friends, case managers, government agencies, media, or any member of the public, except as required by applicable law or as expressly permitted in writing by the party to whom the Confidential Information pertains.

1.3 Prohibition on False or Retaliatory Disclosures. The Client specifically agrees that she shall not disclose, report, or cause to be reported any false, misleading, exaggerated, or retaliatory information regarding the home healthcare services, the Caregiver, the Owner, or Dulla Care Home Healthcare LLC to any case manager, the Ohio Department of Medicaid, or any other governmental, regulatory, or oversight body.

1.4 Duration. The obligations of confidentiality and non-disclosure set forth in this Section shall survive the termination of this Agreement and the cessation of home healthcare services and shall continue in perpetuity.

2.1 No Commingling. The Client expressly acknowledges and agrees that any personal, familial, or emotional disputes between the Client and the Owner (in his personal capacity as her son) are separate and distinct from the professional home healthcare relationship between the Client and Dulla Care Home Healthcare LLC. The Client shall not commingle, conflate, or leverage personal or family issues with the home healthcare services provided to her by the agency.

2.2 Professional Boundaries. The Caregiver, Vinzella Jones, shall provide home healthcare services in a professional manner consistent with the Client’s care plan and all applicable rules, policies, and regulations. The Client agrees to treat the Caregiver with respect and shall not direct personal or family grievances toward the Caregiver in connection with the performance of her professional duties.

2.3 No Retaliation Through Regulatory Channels. The Client agrees that she shall not use reports or complaints to her case manager, the Ohio Department of Medicaid, or any other oversight body as a means of retaliating against the Owner, the Caregiver, or Dulla Care Home Healthcare LLC for personal or family disputes.

3.1 Hold Harmless by Client. The Client, Sabrina L Jones, agrees to hold harmless, indemnify, and defend Abdullah K Jones, individually and in his capacity as owner of Dulla Care Home Healthcare LLC, the agency, and the Caregiver, Vinzella Jones, from and against any and all claims, damages, losses, liabilities, costs, expenses (including reasonable attorneys’ fees), and regulatory actions or investigations arising out of or resulting from any false, misleading, exaggerated, or retaliatory report, complaint, or disclosure made by the Client in violation of this Agreement.

3.2 Indemnification for False Reports. In the event that the Client makes any report to her case manager, the Ohio Department of Medicaid, or any other governmental or oversight body that is determined to be false, misleading, or retaliatory, the Client shall indemnify and reimburse Abdullah K Jones and Dulla Care Home Healthcare LLC for all costs, including reasonable attorneys’ fees, incurred in defending against, responding to, or resolving such report or any investigation arising therefrom.

3.3 Hold Harmless by Caregiver. The Caregiver, Vinzella Jones, agrees to hold harmless and indemnify Abdullah K Jones and Dulla Care Home Healthcare LLC from any claims arising out of the Caregiver’s own willful misconduct or material deviation from the Client’s care plan, to the extent permitted by applicable law.

3.4 No Waiver of Lawful Rights. Nothing in this Agreement shall be construed to prohibit any Party from making a truthful, good-faith report or complaint to a governmental or regulatory agency as permitted by applicable law; provided, however, that any such report must be truthful, accurate, and non-retaliatory, and the protections of this Section 3 shall apply to any report determined to be false, misleading, or retaliatory.

4.1 Continuation of Care. If the Client elects to continue receiving home healthcare services from Dulla Care Home Healthcare LLC, the Client agrees to comply with all rules, policies, procedures, and requirements of the applicable home healthcare program, including but not limited to the Ohio Medicaid waiver program, the Client’s care plan, and all directives of the assigned case manager and the agency’s clinical staff. Failure to comply with such rules may result in the discontinuation of services in accordance with program requirements.

4.2 Termination of Care. Either the Client or Dulla Care Home Healthcare LLC may terminate the home healthcare services upon written notice to the other party. Upon termination of care, the Client expressly agrees that there shall be no retaliation of any kind, including but not limited to the making of any false, misleading, or retaliatory report or complaint to any case manager, the Ohio Department of Medicaid, or any other governmental, regulatory, or oversight body.

4.3 No Retaliation Upon Termination. The Client acknowledges and agrees that the termination of home healthcare services, whether initiated by the Client or by the agency, shall not serve as a basis for any hostile, retaliatory, or false action against Abdullah K Jones, Vinzella Jones, or Dulla Care Home Healthcare LLC. Any such retaliatory action shall constitute a material breach of this Agreement and shall trigger the indemnification obligations set forth in Section 3.

4.4 Transition of Care. In the event of termination, Dulla Care Home Healthcare LLC shall provide reasonable cooperation in the transition of the Client’s care to another provider, in accordance with applicable program rules and the Client’s care plan.

5.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

5.2 Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral.

5.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

5.4 Amendment. This Agreement may be amended only by a written instrument signed by all Parties.

5.5 Voluntary Execution. Each Party acknowledges that they have read this Agreement in its entirety, understand its terms, and have had the opportunity to consult with legal counsel of their choosing prior to execution, and that they execute this Agreement voluntarily and free from duress or coercion.