HomeMy WebLinkAboutContract 45945 99 SUMMER STREET
SUITE 1200 p
BOSTON, MA 02110 CITY SECRUA��/
' I TEL: 617.35 7.98 76 CONTRACT NO.
FAX: 61 7.35 7.9690
Health Management Resources
www.hmrprogram.com
HEALTHY SOLUTIONS°AT HOME PROGRAM AGREEMENT
This Healthy Solutions® at Home Program Agreement (the "Agreement") is effective as of the 6`7 day of
2014 between City of Fort Worth Texas, a home-rule municipal corporation of the State of
Texas (hereinafter referred to as "SPONSOR"), acting by and through its duly authorized Assistant City
Manager, and HMR® Weight Management Services Corp., a Delaware corporation (hereinafter referred to as
"HMR WMSC"), acting by and through its duly authorized Chief Operating Officer. HMR WMSC and
SPONSOR may each be referred to individually as a "Party" and collectively as the "Parties."
In consideration of the mutual promises contained in this Agreement and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows.
ARTICLE 1. PARTIES' INDIVIDUAL AND JOINT UNDERTAKINGS
1.1 Relationship of Parties: SPONSOR intends to make the Healthy Solutions at Home Program ("HSAH"
or the "HSAH Program") available to its employees, retirees, and other associated individuals as agreed to by the
Parties (hereinafter referred to collectively as "Associates") and would like HMR WMSC to provide all the
goods and services offered under HSAH to eligible Associates who choose to enroll ("Participants"). HMR
WMSC shall provide certain discounts on HSAH to Participants.
1.2 Scope of Services: HMR WMSC shall provide on a non-exclusive basis the HMR WMSC meal
replacement products ("HMR WMSC Products") and services described in Exhibit A (the "Services"), which is
attached and hereby incorporated into this Agreement. As described therein and by way of summary herein, the
Services will be delivery of the HSAH Program to Participants, a limited collaboration with the SPONSOR to
promote the HSAH Program to appropriate Associates (at the request of SPONSOR), and collecting and
reporting data to allow HMR WMSC and SPONSOR to evaluate the effectiveness of the HSAH Program and its
implementation. The parties agree that the Services are provided for the mutual benefit of both Parties, and that
both Parties will seek to contribute similar effort towards the goal of promoting HSAH to appropriate
Associates.
1.3 Fee Discounts and HMR WMSC Product Purchases and Warranty: HMR WMSC shall provide a
discount equal to the regular monthly service fees for a Participant who is in the weight-loss phase (Phase 1) to
each Participant who receives auto delivery under the HSAH Phone Support program ("HSAH Phone Program")
in each month that the Participant participates in Phase 1. Additionally, HMR WMSC shall provide a discount
equal to the regular monthly service fees for a Participant in the weight-maintenance phase (Phase 2) of the
HSAH Phone Program to each Participant in each month that the Participant participates in Phase 2. Each of
the foregoing discounts shall only apply to Participants who begin the applicable Phase during the term of this
Agreement and shall continue for such Participants only so long as this Agreement remains in effect. HMR
WMSC will notify SPONSOR and Participants of any price changes for HMR WMSC Products at least
thirty(30) days in advance of the effective date of the change.
OFFICIAL RECORD
CITY SECRETLY RECEIVED SEP 2 .1014
HSAH Agreement—City of Fort rthjn�jj $ e�_ anagement Services Corp.
The Participants must purchase from, and pay, HMR WMSC for all purchases of HMR WMSC Products and
services. HMR WMSC shall not look to SPONSOR, nor shall SPONSOR be liable, for any payment of
same.
SPONSOR ACKNOWLEDGES AND UNDERSTANDS THAT THE WARRANTY FOR THE HMR WMSC
PRODUCTS AS DELIVERED TO THE PARTICIPANTS IS LIMITED SOLELY TO THE FOLLOWING
STATEMENT: (i) THE HMR WMSC PRODUCTS ARE WARRANTED TO BE FREE FROM MATERIAL
AND MANUFACTURING DEFECTS UNDER NORMAL CONSUMPTION IN ACCORDANCE WITH THE
PROPER DIRECTIONS FOR USE OF THE PRODUCTS, INCLUDING THE SHELF LIFE LIMITATIONS
SET FORTH IN EXHIBIT B ATTACHED TO AND HEREBY INCORPORATED INTO THIS
AGREEMENT; (ii) EXCEPT FOR THE FOREGOING WARRANTY, THE HMR WMSC PRODUCTS ARE
PROVIDED TO PARTICIPANTS "As-Is," "As AVAILABLE" AND WITHOUT WARRANTIES OF ANY
KIND; AND (iii) HMR WMSC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
FOR HMR WMSC PRODUCTS, MATERIALS OR TRAINING AND SUPPORT SERVICES, INCLUDING
BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-
INFRINGEMENT, QUIET ENJOYMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. THIS
DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO
USE OR DISTRIBUTION OF THE HMR WMSC PRODUCTS, MATERIALS OR TRAINING AND
SUPPORT SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. NO
WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, TRADE
USAGE OR INDUSTRY CUSTOM.
1.4 Proprietary Rights and Confidential Information: The HMR WMSC Program for Weight Management
and any associated programs, including, without limitation, the HSAH Program, are owned solely by HMR
WMSC, and any derivative works resulting from HMR WMSC's Services hereunder shall be the sole property of
HMR WMSC. In addition, in providing the Services hereunder, HMR WMSC may utilize proprietary
information that, in some cases, is jointly owned with third parties or used under license or other permission
from third parties, and HMR WMSC shall be solely responsible for obtaining any such license or other
permission. The Services delivered by HMR WMSC do not include any Work Made for Hire under United
States copyright law or other work or proprietary information that will be assigned to SPONSOR or otherwise
become proprietary to SPONSOR.
At the request of SPONSOR, HMR WMSC will work with SPONSOR to develop a plan for collaboratively
promoting the HSAH Program, as described in the section 3.A of Exhibit A. In no event shall SPONSOR use
this plan or HMR WMSC materials to substitute for or satisfy any obligation of SPONSOR to notify Associates
of any SPONSOR wellness program options under applicable law. Each Party will grant to the other reasonable
rights to use its respective trademarks and other proprietary information as necessary for such efforts. The
Parties may agree from time to time on additional uses of the other Party's proprietary information in connection
with marketing and delivering the HSAH Program to Associates. Each Party shall have a right of prior review
and approval of materials or references that identify the other Party and use its name or trademarks in publicity,
marketing or advertising, or press related to the HSAH Program and its results,provided that the reviewing Party
shall not unreasonably delay, condition, or withhold such approval. HMR WMSC shall in any event have the
right to identify SPONSOR as a customer and to use its name as related to the sale and marketing of the HSAH
Program as and to the extent allowed by applicable law without the approval of SPONSOR.
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
Both Parties understand that during the course of carrying out its obligations or exercising its rights pursuant to
this Agreement, one party ("Receiving Party") may receive in writing, orally or visually from the other party
("Disclosing Party") or contribute to the production of "Confidential Information" (as defined below) and
accordingly agree as follows:
(1) For the purposes of this Agreement, "Confidential Information" means any and all information or material
proprietary of the Disclosing Party or explicitly identified as confidential ' by the Disclosing Party, which the
Receiving Party obtains knowledge of or access to as a result of disclosure by the Disclosing Party or the
Receiving Party's performance under this Agreement. This may include information originated, discovered, or
developed in whole or in part by the Disclosing Party under this Agreement and includes, but is not limited to,
the following types of information and other information of a similar nature (whether or not reduced to writing):
patentable and unpatentable ideas, discoveries, concepts, designs, audit materials, reports, results, data,
documentation, diagrams, research, development, processes, methods, procedures, "know-how", trade secrets,
business operations or affairs, marketing techniques and materials, marketing and development plans, customer,
subscriber, member, officer, director, or provider names, medical records, and other information related to such
individuals or entities, price lists, reimbursement policies, and financial information. Confidential Information
also includes any information described above that the Disclosing Party identifies as being treated as proprietary
or designates as confidential, whether or not owned or developed by the Disclosing Party.
(2) To the extent allowed by law, the Receiving Party agrees, upon the earlier of the Disclosing Party's request or
termination or expiration of this Agreement, to: (a) turn over all copies of all materials in any way incorporating
or reflecting Confidential Information in the Receiving Party's control to a Disclosing Party or (b) destroy and
certify in writing to the Disclosing Party that it has destroyed such materials . Notwithstanding the foregoing,
the Receiving Party may retain one copy thereof solely for archival purposes.
(3) The Receiving Party agrees during and after the term of this Agreement until the time that such Confidential
Information becomes publicly known through no act or omission of the Receiving Party, to hold in confidence
and not to directly or indirectly reveal, publish, disclose, or transfer any of the Confidential Information to any
person or entity without the prior written consent of the Disclosing Party. The Receiving Party agrees not to
utilize Confidential Information for any purposes, except in the course of the Receiving Party's carrying out its
obligations or exercising its rights hereunder. The Receiving Party shall not disclose Confidential Information to
any person other than to its Associates, professional advisors, agents and subcontractors who have a need to
know such information in connection with the sale, delivery and/or usage of the HSAH Program. The Receiving
Party agrees to advise its Associates, professional advisors, agents and subcontractors with access to the
Confidential Information of its confidentiality and to ensure they are bound by confidentiality obligations no less
restrictive than those set forth in this Agreement.
(4) Notwithstanding anything in paragraphs (1) through (3) to the contrary, Confidential Information shall not
include any information that the Receiving Party can establish:
a) is or becomes publicly available through no act or omission of the Receiving Party;
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
b) was lawfully obtained by the Receiving Party from a third party without any obligation to maintain the
Confidential Information as proprietary or confidential; or
c) was previously known to the Receiving Party without any obligation to keep it confidential;
d) was developed independently by the Receiving Party without use of the Disclosing Party's Confidential
Information; or
(e) is approved for disclosure by the prior written authorization of the Disclosing Party.
(5) Notwithstanding anything in this Section 1.4 to the contrary, in the event that the Receiving Party is required
by law, regulation, rule, act or order of any governmental authority or agency to disclose any Confidential
Information, the Receiving Party shall give the Disclosing Party sufficient advance written notice to permit the
Disclosing Party to seek a protective order or other similar order with respect to such Confidential Information
and thereafter the Receiving Party shall (1) use reasonable efforts to resist disclosing the Confidential
Information, (ii) cooperate with the Disclosing Party on any request to obtain a protective order or otherwise
limit the disclosure and (iii) disclose only the Confidential Information required to be disclosed in order to
comply.
(6) Confidential Information under this Agreement shall include, but not be limited to, information collected or
developed regarding any Associates who express interest in HSAH and/or become Participants, payment and
discounts for the Services and/or operations of either or both Parties necessary to provide such Services and pay
for same. Notwithstanding the foregoing, the Parties acknowledge that they are granting to each other special
rights of use and disclosure with respect to Confidential Information, including, without limitation, certain rights
to use and disclose Confidential Information related to Associates as set forth in this Agreement. Such rights are
set forth in section 11 and section 3 of the Statement of Services attached hereto as Exhibit A and are described
for Participants in the HSAH Phone Program in the Informed Consent attached hereto as Exhibit C. These rights
set forth in the Statement of Services constitute an express exception to the terms and conditions of this section
1.4 of the Agreement.
The Parties acknowledge that the Receiving Party's breach of section 1.4 of this Agreement would cause the
Disclosing Party irreparable injury for which it would not have an adequate remedy at law. In the event of a
breach, the Disclosing Party shall be entitled to seek injunctive relief in addition to all other remedies it may
have at law or in equity.
1.5 Promotion of HSAH: At the request of SPONSOR, HMR WMSC and SPONSOR will develop a plan for
promoting HSAH to eligible Associates as set forth in Exhibit A. In no event shall SPONSOR use this plan or
HMR WMSC materials to substitute for or satisfy any obligation of SPONSOR to notify Associates of any
SPONSOR wellness program options under applicable law.
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
1.6 Insurance: HMR WMSC agrees to maintain in force the following minimum insurance coverage on its
General Liability Policy. HMR WMSC will notify SPONSOR thirty (30) days prior to any change or
cancellation of insurance.
Commercial General Liability:
Per Occurrence Coverage of $ 1,000,000
General Aggregate $ 2,000,000
Workers' Compensation & Employers' Liability: Based on statutory limits and according to state and federal
laws®ulations
Umbrella/Excess Liability:
Each Occurrence $ 2,000,000
Aggregate $ 2,000,000
Professional Liability: Errors &Omission $ 1,000,000
1.7 No Relationship to Drug Purchase, Prescription, or Recommendation: The Parties recognize that HMR
WMSC is a subsidiary of Merck Sharp and Dohme Corporation. For the avoidance of doubt, the parties accept
and agree that: (1) the HSAH Program is a behavioral modification program --not a program based on
pharmaceutical interventions; and (2) an Associate's use of the HSAH Program, the discounts on HSAH offered,
and the Services and materials provided under this Agreement, are in no way connected to or conditioned on the
purchase, prescription, recommendation, or formulary placement of any drug product (or any other item or
service outside the HSAH Program).
1.8 Compliance with Applicable Law: Each Party represents, warrants and covenants that it shall comply with
all laws,rules and regulations applicable to its performance under this Agreement. SPONSOR agrees that it has
the sole responsibility for determining which items and services will be provided under any employee wellness
program and for complying with all laws, rules and regulations applicable to wellness programs, including,
without limitation,45 C.F.R. § 146.121, 29 C.F.R. § 2590.702, and 26 C.F.R. § 54.9802-1 to ensure that the
program allows a reasonable alternative standard (or waiver of the otherwise applicable standard) for obtaining
the reward for any individual for whom, for that period, it is medically inadvisable to attempt to satisfy the
otherwise applicable standard. In this regard, SPONSOR agrees that for each of Phase I and Phase 2 it will offer
both the HSAH Phone Program and the HSAH Self-Directed Program. SPONSOR represents, warrants and
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
covenants that: (1) it shall accurately and fully report and disclose to Participants and to third parties the amount
of, and the terms and conditions for earning, discounts offered by HMR WMSC on items and services under this
Agreement and any other information, to the extent required by applicable law and contractual commitments
undertaken by SPONSOR and (2) its communications and claims regarding the HSAH Program shall be
consistent with the current materials provided by HMR WMSC, as they are updated from time to time, and shall
comply with applicable law.
ARTICLE 2. GENERAL TERMS
2.1 Term and Survival: The m f this Agreement, made as of the date of execution by the Parties, will be for
the time period beginning on Z- , 2014 and ending on February 29`h, 2016 unless terminated
earlier in accordance with the other sections of this Article 2, and applies to the Services to be provided by HMR
WMSC. Notwithstanding the immediately preceding sentence, the provisions relating to proprietary rights,
copyright interests, publicity, Confidential Information, records, audits, interpretation of this Agreement and any
other provisions of this Agreement that by their terms or nature survive the expiration or termination of this
Agreement shall continue in effect after the expiration or termination of this Agreement by either Party for any
reason.
2.2 Notices: All notices sent under this Agreement shall be in writing and (i) hand delivered;
(ii) transmitted by legible facsimile with a copy sent concurrently by certified mail, return receipt requested; or
(iii) delivered by prepaid priority delivery service. Notices to the Parties shall be provided as follows:
If to SPONSOR: If to HMR WMSC:
City of Fort Worth Texas HMR Weight Management Services Corp.
1000 Throckmorton Street 99 Summer Street, Suite 1200
Fort Worth, TX 76102 Boston, MA 02110
Attn: Susan Alanis, Asst. City Manager Attn: Chief Operating Officer
with copy to:
City Attorney's Office at same address
2.3 Termination without Cause: Either Party may terminate this Agreement at any time without cause effective
upon thirty(30) days'prior written notice.
2.4 Termination for Breach of Contract: If either Party defaults in the performance of any of its duties and
obligations under this Agreement, and the default has not been substantially cured within thirty (30) days after
written notice has been given to the defaulting Party, then the Party not in default may, upon written notice to the
defaulting party, terminate this Agreement as of a date specified in that notice and may avail itself of any
remedies available at law or in equity.
2.4.1 Termination Due to Lack of Appropriation: If for any reason, at any time during any term of this
Agreement, SPONSOR's City Council fails to appropriate funds sufficient for SPONSOR to fulfill its
obligations under this Agreement, SPONSOR may terminate this Agreement to be effective on the later of (i)
thirty (30) days following delivery by SPONSOR to HMR WMSC of written notice of SPONSOR's intention to
terminate or (ii) the last date for which funding has been appropriated by the City Council for the purposes set
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
forth in this Agreement.
2.5 Records. SPONSOR shall maintain complete and accurate records relating to the Agreement. SPONSOR
shall retain such records for the longer of five (5) years after the completion of the Services to which they pertain
or the period of time required by applicable law, and shall make such records available to HMR WMSC or its
representative upon request. SPONSOR shall cooperate in any audit of such records that HMR WMSC or its
representative may undertake, at no additional cost to HMR WMSC.
HMR WMSC shall maintain complete and accurate records relating to the Agreement. HMR WMSC shall
retain such records for the longer of five (5) years after the completion of the Services to which the records
pertain or the period of time required by applicable law, and, during the term of this Agreement and for five (5)
years following its expiration or termination, shall make such records available to SPONSOR or its
representative upon request. HMR WMSC shall cooperate in any audit of such records that SPONSOR or its
representative may undertake, at no additional cost to SPONSOR.
In the case of any audit hereunder, the Parties acknowledge and agree that no personally identifiable information
regarding any Associates or Participants shall be made available except to the extent necessary for essential
purposes of the audit and only to the extent of valid consents granted by any such Associates or Participants.
2.6 Contract Modifications: This Agreement (including any Exhibits hereto) constitutes the entire
understanding of the Parties and supersedes all prior representations and understandings, whether oral or written
with respect to the Services performed under this Agreement. Any amendments or modifications will not be
effective unless mutually agreed upon in a writing signed by an authorized representative of each Party with
specific reference to this Agreement.
2.7 Assignment: This Agreement may not be assigned except by prior written agreement of the Parties;
provided, however that either Party may assign its rights and obligations under this Agreement without the prior
written consent of the other Party in connection with a corporate reorganization, provided that such successor
agrees in writing to be bound by this Agreement. No entity other than HMR WMSC, its affiliates or individuals
or third parties under its direction and control, shall perform the Services described in this Agreement without
SPONSOR's express prior written approval. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective heirs, successors and assigns.
2.8 Cumulative Rights and Remedies: The rights and remedies provided in this Agreement and all other rights
and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not
exclusive of any other right or remedy now or hereafter available at law or in equity. Neither asserting a right nor
employing a remedy shall preclude the concurrent assertion of any other right or employment of any other
remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.
2.9 Independent Contractors: This Agreement is not intended and is not to be construed to create any
relationship between the Parties other than that of independent parties contracting with each other solely for the
purpose of effecting the provisions of this Agreement. HMR WMSC at no time shall hold itself out as
SPONSOR's agent for any purpose, and shall have no authority to bind SPONSOR to any obligation. Each Party
agrees to assume complete responsibility for itself and its own employees and consultants with regard to federal
or state employer's liability, workers' compensation, social security, and unemployment insurance, occupational
safety and health administration requirements and all other federal, state and local laws. In addition, each Party
agrees to be responsible for its own comprehensive public liability and property damage.
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
HMR WMSC understands and agrees that neither this contract nor the services provided hereunder are intended
to create a common law employment relationship between HMR WMSC and SPONSOR or other employees or
agents of one Party with the other Party.
2.10 Headings: The headings contained in this Agreement are for convenience of reading and are not intended to
have any substantive significance in the interpretation of this Agreement.
2.11 Applicable Law: This Agreement shall be interpreted in accordance with and governed by the laws of
Texas, without regard to its conflicts of laws, rules or principles. HMR WMSC consents to the jurisdiction of
any local, State or Federal Court located within Texas and waives any objection to improper venue or forum non
conveniens regarding any proceedings or actions relating to this Agreement.
2.12 Severability: The provisions of this Agreement are severable, and the unenforceability of any provision of
this Agreement shall not affect the enforceability of the remainder of this Agreement. The Parties acknowledge
that it is their intention that if any provision of this Agreement is determined by a court to be unenforceable as
drafted, that provision should be construed in a manner designed to effectuate the purpose of that provision to
the greatest extent possible under applicable law.
2.13 Construction of Agreement: Each Party acknowledges that it has thoroughly reviewed this Agreement and
bargained over its terms. Accordingly, this Agreement shall be construed without regard to the Party or Parties
responsible for its preparation, and shall be deemed to have been prepared jointly by the Parties.
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
2.14. Signature Authority: The person signing this Agreement hereby warrants that he/she has the legal
authority to execute this Agreement on behalf of the respective Party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other Party is fully
entitled to rely on this warranty and representation in entering into this Agreement.
WHEREFORE, the Parties hereto have caused this Agreement to be executed by their respective duly
authorized representatives.
CITY OF FORT WORTH TEXAS HMR WEIGHT MANAGEMENT SERVICES
CORP.
By:_ B .
Name Printed: Susan Alanis Name Printed: De 'ree ogers
Title: Assistant City Manager Title: Chief Ope 'ng Officer
.APPROVED AS TO FORM AND LEGALITY:
Assista City Att n y
CONTRACT AUTHORIZATION:
No M&C Req'd
ATTEST: QF°F°O
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By: $ °;0
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Mary J. Kayse y ecr o° o�y
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OFFICIAL RECORD
CITY SECRETARY
FT. (NORTH, TX
HSAH Agreement—City of Fort Worth and HMR Weight Management Services Corp.
Exhibit A
STATEMENT OF SERVICES
This Statement of Services ("SOS") is part of the Healthy Solutions at Home Program
Agreement and provides basic descriptions of the Healthy Solutions at Home Program ("HSAH"
or "HSAH Program") to be sponsored by City of Fort Worth Texas (herein referred to as
"SPONSOR") and sets forth certain descriptions, definitions and terms pursuant to delivering
same. Any capitalized terms that are not defined in this Exhibit A shall have the meaning set
forth in the Agreement.
1. Services and Products.
A. Overview. SPONSOR is engaging HMR WMSC to provide the HSAH Program
options to Associates identified by SPONSOR in accordance with eligibility criteria and a
marketing and communication plan to be developed by the Parties. Eligible individuals
that choose to participate in HSAH shall be called "Participants".
B. Program Description. HMR WMSC offers the HSAH Program, which consists of
2 phases:
Phase 1 —Weight Loss
Phase 2 —Weight Maintenance
1. Phase 1 — Weight Loss: The HSAH Program is a non-medically
supervised, weight-loss program option. While in Phase 1, Participants will be on
a moderate calorie diet (1,200-1,600 calories per day) that combines meal
replacements with fruits and vegetables. Participants will be shipped HMR
WMSC printed materials and HMR WMSC products and they will be scheduled
to attend an initial Quick Start call where instructions for making the most of the
diet are described and planning for the first two (2) weeks on the HSAH Program
occurs. On this call, Participants are also offered the opportunity to attend weekly
group coaching conference calls conducted by HMR WMSC staff. Health
coaches are trained to promote weight loss and weight maintenance using the
program, but they are not medical professionals nor are they practicing as
dietitians. A Participant must sign up for automatic delivery of HMR WMSC
meal replacements in order to participate in the Phase I weekly coaching calls.
Participants who choose to participate in the weekly coaching calls participate in
the "HSAH Phone Program." Participants who choose not to participate in the
weekly coaching calls participate in the HSAH Self-Directed Program option.
(The term "HSAH Program" refers to both the HSAH Phone Program and HSAH
Self-Directed Program, collectively.)
Participants in the HSAH Program do not receive medical screening nor do they
receive ongoing medical monitoring while on this program and are instructed to
consult with their PCP for all their medical needs. Information that is important
for a Participant to share with his or her PCP prior to starting the HSAH Program
Revised 9/10/14
is provided in a number of formats to each Participant. This information is set
forth in Exhibit D.
There are certain medications or conditions that would exclude some Participants
from participating in the HSAH Program. These exclusions are described in
Exhibit D, which is provided to all Participants. In addition, these exclusions are
described in the Healthy Solutions at Home Phone Program Informed Consent
attached to this Agreement as Exhibit C.
2. Phase 2 — Weight Maintenance: Participants who complete or otherwise
discontinue the weight-loss options above will be encouraged to participate in
Phase 2. Phase 2 is a non-medically monitored phase of the HSAH Program
where Participants attend weekly group coaching calls for behavioral planning
and support. A Participant need not sign up for automatic delivery of HMR
WMSC meal replacements in order to participate in the Phase 2 weekly coaching
calls. Participants who choose not to participate in the weekly coaching calls
participate in the HSAH Self-Directed Program option.
C. Participant Meal Replacement Use. Participants will be expected to purchase
HMR WMSC meal replacements as directed in the Participant materials. Participants
shall also receive, as part of the HSAH Program enrollment, a handout or other directions
to each Participant about minimum required HMR WMSC product purchases during the
weight-loss phase in order to benefit from, and remain in, HSAH as well as to qualify for
certain discounts. HMR WMSC will sell, distribute and otherwise make available the
HMR WMSC meal replacement products consisting of shakes, entrees, cereal, bars and
soup that are required as a part of participation in the HMR WMSC Program participation
at the prices outlined in Exhibit B to this Agreement.
D. Participant Attendance for Phone Support. Participants in HSAH Phone Program
need to strictly adhere to the following attendance policy:
• Participants must attend the group coaching conference calls provided weekly in the
HSAH Phone Program.
• If a Participant misses his or her scheduled call, it is their responsibility to reschedule
the call during the same week.
• Missing three consecutive weekly calls in Phase I without making them up could
result in a Participant being discontinued from Phase 1 of the HSAH Phone Program.
• Discontinuing orders of HMR WMSC products while enrolled in Phase 1 would result
in a Participant being discontinued from Phase 1 of the HSAH Phone Program with an
option to continue in Phase 2.
• Missing three consecutive weekly visits in Phase 2 could result in a Participant being
discontinued from the HSAH Phone Program.
• Any Participant who is terminated or otherwise discontinues participation in the
HSAH Phone Program will be offered the opportunity to continue in the HSAH Self-
Directed Program option.
E. Program Health Coaches for Phone Support. The weekly phone conferences will
be conducted by HMR WMSC-trained health coaches.
Revised 9110114
F. Reports. HMR WMSC will provide certain individual and aggregate information
about participation in the HSAH Program to Sponsor. Such information may be
individual as well as aggregate subject to compliance with all applicable privacy laws and
in compliance with Section 1.4 of the Agreement. The data routinely collected by HMR
WMSC is described in Exhibit E to this Agreement and will be reported to SPONSOR as
follows:
• Completers Report: The Completers Report contains the Participant's name and
employee number for any employee who has attended at least 10 of 12 sessions.
The report will also contain the total number of sessions completed. The report is
used by SPONSOR to determine who will receive employee wellness program
incentives it may be providing to Participants.
• Periodic Participant Summary Report: HMR WMSC will periodically provide a
summary of de-identified, aggregate data on active Participants in the HSAH
Program.
• Executive Summary: HMR WMSC will prepare and deliver an executive
summary showing induction, participation, and pre and post outcome data at the
end of the term of this Agreement. All data reported in the Executive Summary
will be aggregated and de-identified.
Such information will be collected and reported in compliance with all applicable privacy
laws. Frequency of reporting and dates reports are due will be determined by the parties.
2. Eligibility; Enrollment; Consent.
A. Eligibility; Verification. SPONSOR will identify and invite selected Associates
to participate in HSAH as part of a wellness program. SPONSOR will provide
prospective Participants with an eligibility code, which will be used by HMR WMSC to
indicate they are eligible to participate under this Agreement. SPONSOR has sole
responsibility for determining eligibility criteria, which criteria shall comply with all
applicable law.
B. Enrollment. Prospective Participants will be invited to call HMR WMSC to
inquire about HSAH. Among other things, those calling will learn about HSAH and have
an opportunity to enroll to participate.
C. HSAH Phone Program Disclosures and Consent. As described in the Agreement,
HMR WMSC and SPONSOR will make appropriate disclosures to potential HSAH
Phone Program Participants as to the type of data being collected and how it is being
shared between HMR WMSC and SPONSOR, including providing information about the
nature of the HSAH Program, privacy practices and data use. Such disclosures have been
agreed upon between the Parties and are included in the Informed Consent in Exhibit C to
this SOS. HMR WMSC will obtain each potential HSAH Phone Program Participant's
informed consent (by digital signature) before collecting and sharing such data.
Revised 9110114
3. Promotion of HSAH and Use of Data and Information.
A. Promotion to SPONSOR Employees and other Eligible Participants. At the
request of SPONSOR, HMR WMSC and SPONSOR will work together to develop a plan
for promoting the HSAH Program to Associates. Print-ready, digital files of promotional
materials and promotional drop-in text may be developed and made available to
SPONSOR for use. SPONSOR shall use only the then current versions of materials, as
may be provided by HMR WMSC from time to time. SPONSOR shall not modify or
make any changes to any print-ready, digital files of promotional materials and drop-in
text provided by HMR WMSC, other than including SPONSOR's logo and name. In no
event shall SPONSOR: (1) use such materials to substitute for or satisfy any obligation of
SPONSOR to notify Associates of any SPONSOR wellness program options under
applicable law, or (2) make claims regarding the HSAH Program that are inconsistent
with the current materials provided by HMR WMSC or applicable law. HMR WMSC
may, from time to time, conduct surveys of Participants as a part of evaluating the overall
effectiveness of the HSAH Program and/or the promotional materials and SPONSOR
will reasonably support these efforts.
B. Use of Program Data and Information. HMR WMSC will have the right to use
HSAH Program data and information as a part of educational, research, and promotional
activities that it routinely conducts. Use of data for promotional activities includes
providing de-identified data on participants in the HSAH Program to prospective
customers and other interested parties. These promotional activities may include data
from Participants serviced under this Agreement combined with data from other HSAH
participants. This de-identified data and information may also be used to provide a wide
range of health care activities including, by way of example, training programs to help
health care providers, staff, students and other related parties practice or improve their
skills and to develop and/or implement similar weight management programs. All of
these uses of data and information, including limited use or access to identifiable data in
connection with training and research programs, are described in greater detail in the
following sections of the HSAH Informed Consent attached hereto in Exhibit C:
• How HMR WMSC may use your personal information during your participation
in the Program
• How HMR WMSC may use your information in healthcare activities, such as to
train coaches or provide information to others to support your weight-loss
Program or to help others implement weight management programs
• How HMR WMSC might otherwise use or share your personally identifiable
information
• How HMR WMSC may use and disclose de-identified information from the Phone
Program for purposes of educational, promotional, and research efforts
• Information that will be shared with City of Fort Worth Texas (SPONSOR)
• Special information for Employees, Retirees, and Surviving Spouses of Employees
of City of Fort Worth Texas (this section applies only to employees, retirees, and
surviving spouses of employees of City of Fort Worth Texas who provide an
employee number to HMR WMSC)
HMR WMSC's rights hereunder shall survive any and all termination or expiration of the
Agreement.
Revised 9110114
4. Payment Terms.
A. HMR WMSC Meal Replacements. Each Participant shall be responsible for
paying for the HMR WMSC meal replacements at the prices set forth in Exhibit B to this
SOS.
B. Program Service Fees. HMR WMSC shall discount the HSAH Phone Support
Program to Participants by waiving the Program service fees for HSAH Phone Support
Phase 1 and Phase 2, as set forth in the Agreement, including Exhibit B to this SOS.
C. SPONSOR Fees. Limited consulting on communication strategies to promote
HSAH to Associates, data collection, and standardized reports described in this
agreement as well as print-ready, digital template files for promotional materials and
drop-in text are provided at no separate charge to the SPONSOR. However, it is
expected that both Parties will seek to contribute similar effort towards the goal of
promoting HSAH to appropriate Associates. The provision of customized reports and
marketing and communication materials and any other additional services shall be
mutually agreed upon between the Parties, in writing, either in the form of an amendment
to this Agreement or in the form of a separate contract providing for compensation at fair
market value. Limited quantities of preprinted educational and marketing materials may
be made available to SPONSOR, upon the mutual agreement of the Parties. To the extent
that such preprinted educational and marketing materials are provided to SPONSOR,
SPONSOR agrees to distribute such materials, at its own cost, to its Associates.
Revised 9/10/14
Exhibit C
Healthy Solutions° at Home Phone Program Informed Consent
Name Phone
Address
IMPORTANT INFORMATION: Please read the following information about the Healthy Solutions at
Home Program carefully.
This document contains important information about certain health risks associated with losing weight and any
restrictions regarding participation in the Healthy Solutions at Home Program with group phone support(the
"Phone Program" ) offered by HMR Weight Management Services Corp. ("HMR WMSC"). It also contains
important information about the use and disclosure of personal information about you as a participant in the
Phone Program.
You should consult with a physician before starting any diet program. Any diet program can pose health risks if
not evaluated with your current medical condition and should be assessed by a medical professional to determine
if it is right for you. As a participant,you accept the responsibility to seek initial and ongoing medical advice
from your doctor or qualified healthcare professional.
Program Risks, Benefits, and Restrictions
The Phone Program is designed to provide you with information on weight loss,physical activity, and healthy
lifestyle behaviors. Phone Program staff and materials provide phone-based instruction and phone-based
coaching that can help you reach a healthier weight and lifestyle. This is not a very low-calorie diet. The Phone
Program does not provide medical screening, medical monitoring, or ongoing medical care and advice. Although
some health coaches may be medical professionals or dietitians, such persons will not be practicing or otherwise
functioning in such capacities when acting as a Phone Program health coach.
Although reduction of caloric intake, increased physical activity, and coaching is likely to result in weight loss,
HMR WMSC cannot guarantee that weight loss or maintenance of weight loss will occur on this Program.
Medical studies indicate that people who are overweight or obese (with a BMI of 25 or greater)are at increased
risk of many health problems and diseases including coronary heart disease and heart attacks, high blood pressure,
strokes,increased cholesterol levels,diabetes, gallbladder disease,kidney disease, gout, osteoarthritis,
neurological disorders, and certain types of cancer. Although no guarantees are made with regard to the Phone
Program, health risks associated with being overweight or obese can be reduced by achieving an ideal body
weight.
It is important to know that certain health risks have been associated with losing weight. Any weight-loss
program may be associated with side effects including, but not limited to,the following: dizziness or light
headedness,bowel changes,muscle cramps,fatigue,temporary anemia,cold sensation,menstrual irregularities,
dry skin,temporary skin rash, and temporary hair loss. The following may also be associated with weight loss:
the aggravation of pre-existing gallbladder disease,the development of gallbladder sludge or crystals,the
appearance of previously undetected gallstones,or the development of gallstones. The development of
gallbladder disease could result in the need for surgical removal of the gallbladder. These conditions can also
cause inflammation of the pancreas. Pancreatitis can be a serious condition and can become a chronic problem,
lasting after any gallbladder disease has been resolved. A small percentage of people may develop symptoms
related to gallbladder disease during any weight-reducing diet, including this diet using meal replacement
products. A small percentage of people after a considerable weight loss(usually 50 or more pounds)may develop
temporary neurological symptoms such as limb weakness or numbness. Avoiding activities that cause
compression on nerves, such as prolonged crossing of legs,may prevent this.
Weight-Loss Phase (Phase 1):
The Phone Program's Phase 1 diet and associated weight loss may result in changes in medical conditions
and/or the need to adiust medications.
YOU SHOULD CONSULT WITH YOUR PHYSICIAN PRIOR TO STARTING ANY WEIGHT-LOSS
PROGRAM. Your physician may recommend medical monitoring while on the Phase 1 diet for a number of
medical conditions including,but not limited to,diabetes,high blood pressure,cardiac disease, and kidney
disease.
The possibility always exists that the combination of any significant disease, such as obesity, with methods
employed for its treatment, such as this Program, may lead to previously unobserved or unexpected ill effects.
Please consult with your physician if you have any concerns regarding these risks or other medical concerns. In
light of the health-related implications of losing weight,you are not eligible to participate in the weight-loss phase
of the Phone Program(Phase 1) if you:
• are pregnant or have been lactating(nursing a baby) for less than twelve weeks.
• are anorexic or bulimic.
• are allergic to egg, milk,corn, or soy. (Note: Lactose sensitivity or intolerance does not constitute a milk
allergy and can be managed by using the HMR 70 Plus lactose-free shakes.)
• are 18 years of age or under,or over 70 years of age and have a history of dizziness, prior TIAs (transient
ischemic attacks),or strokes.
• are taking the anti-seizure medication Trileptalo(oxacarbazepine).
• have had bariatric surgery.
By signing this Informed Consent, you are attesting that none of the conditions listed above applies to you and
that, if you know or suspect that any of these conditions has become applicable to you after you enroll in the
Program,you will immediately notify your Program coach and then will not continue in the Program. In that
event,you will be eligible to return any unopened HMR products you have purchased for a full refund.
It is important to speak with your doctor about any medical conditions or medications that could be
affected by diet or weight loss. In particular,please review the following important information:
Important Information for People Who Are Taking Medication to Treat Diabetes
• If I am taking diabetes medications,I agree to contact my physician prior to the diet to arrange for
medical monitoring during the Phone Program diet.
• I understand that if I am compliant with the Phone Program diet and lose weight,I may very likely see a
reduction in blood sugar and may require medication adjustment. In addition,I understand that the use of
insulin and/or oral agents, in combination with weight loss,can also increase the risk of low blood sugars
(hypoglycemia) and may also require my physician to make medication adjustments.
• I agree to carefully monitor my blood sugars and review my self-monitored blood glucose(SMBG) log
with my physician before starting the diet and continue to do so during the diet to prevent low blood sugar
(hypoglycemia) and poor glycemic control while facilitating weight loss.
Important Information for People Who Are Taking Diuretics (Water Pills) and Other Drugs for High
Blood Pressure
• If I am taking high blood pressure medications, including diuretics (water pills), I agree to contact my
physician prior to beginning the Phone Program to arrange for medical monitoring during the Phone
Program diet.
• I understand that being on high blood pressure medication or diuretics, while on a low-salt, weight-
reducing diet, such as the Phone Program diet, may cause me to experience dizziness,fatigue, and low
blood pressure. Therefore,I understand that my high blood pressure medication may need to be adjusted.
Important Information for People Who Are Taking the Anticoagulant(Blood Thinner) Coumadin®
(warfarin)
• I understand that the HMR Shakes are fortified with vitamin K. (This information is located on the Diet
Information to Share with Your Primary Care Provider sheet in your Phone Program materials). If I am
taking the blood thinner Coumadin(warfarin)this may result in a need to have this medication adjusted.
2
0 2003-2014 HMR Weight Management Services Corp.,Boston,MA Revised 9/10/14
• I agree to consult with my physician about the need for monitoring my PT/INR and any necessary
medication adjustment.
I understand that the possibility always exists that the combination of any significant disease, such as obesity,
with methods employed for its treatment, such as the Phone Program, may lead to previously unobserved or
unexpected ill effects. Please consult with your physician if you have any concerns regarding these risks. We
have provided a Diet Information to Share with Your Primary Care Provider sheet in your Phone Program
materials for you to provide to your doctor or primary care provider.
Maintenance Phase(Phase 2):
Following the weight-loss phase(Phase 1) of the Phone Program, there is a weight-maintenance phase of the
Phone Program(Phase 2). You may decide to enter Phase 2 of the Phone Program after participating in Phase 1
of the Phone Program or after first attending the HMR Program for Weight Management"m in person in a clinic
setting. The primary goal of Phase 2 is to learn how to better manage your weight by:
a) incorporating higher levels of physical activity (PA) into your daily routine;
b) reducing overall calorie intake through the use of HMR meal replacements, eating vegetables and fruits,
and making healthy food choices.
Phase 2 of the Phone Program has the same restrictions as the weight-loss phase (Phase 1) as set forth in that
section. Also, as set forth in that section;
• Current medications and medical conditions may be affected as a result of practicing the lifestyle changes
promoted in Phase 2 (weight maintenance) of the Phone Program and any additional weight loss achieved
while in Phase 2 may require ongoing adjustments to certain medications for, but not limited to:
a) diabetes management
b) anti-coagulation therapy (Coumadin)
c) blood pressure
By signing this Informed Consent, you are
• agreeing to contact your doctor for the management of these and any other medications or medical
conditions that may be affected by participation in Phase 2 of the Phone Program.
• accepting the responsibility for consulting with your doctor about managing or monitoring any current
or new medical conditions that may appear during your participation in the Phase 2 of the Phone Program.
Collection, Use,and Disclosure of Personal Information
As a part of joining the Phone Program, you have provided or will provide HMR WMSC with certain personal
information, including: your name, date of birth, sex, initial weight, height, weight-loss goal, food order
preference(lactose-free, vegetarian),credit card information, telephone number, email address, and
mailing/billing address. Also as you participate in the Phone Program you will provide additional data including
weight change, use of meal replacement products, physical activity levels, intake of fruit and vegetables, and other
adherence measures of the diet. How this and other information about your participation in the Phone Program is
used in the Phone Program and outside the Phone Program as a part of educational, research, and promotional
activities that HMR WMSC routinely conducts is described below.
How HMR WMSC may use your personal information during your participation in the Phone Program
You will participate in weekly group phone sessions with other participants. Some of these other participants
may be co-workers, people from your community, etc. These phone classes involve oral exchanges among the
participants of personal information about each participant's experience in the Phone Program. Thus, as a
participant, you will be expected to share your personal information with the other participants and also the health
coach leading the group phone classes, as well as other health coaches who may advise on, participate in,
evaluate, or otherwise contribute to the Phone Program and individuals participating in HMR WMSC training
programs as described below.
3
0 2003 -2014 HMR Weight Management Services Corp.,Boston,MA Revised 9/10/14
Certain other uses and disclosures of your personal information will be involved in the Program. HMR WMSC
will use and disclose the personal information it obtains about you as a participant so that HMR WMSC can take
appropriate steps to help you lose and maintain weight and adopt a healthier lifestyle and diet, including by
informing you about our products and services, as well as to obtain the agreed-upon payment from you for the
Phone Program services and products necessary for us to offer you the Phone Program and achieve the objectives
described above. This may include contacting you by e-mail,phone, fax, and/or text message using the contact
information you provide to HMR WMSC as part of the enrollment process or subsequently. By enrolling in the
Program, you expressly agree to such use of your personal health and contact information, including for purposes
of contacting you regarding your potential participation in Phase 2 of the Program(the Maintenance Phase) or any
other program option offered by HMR WMSC.
As a participant in the Phone Program, you will be communicating with HMR WMSC staff via phone and
electronic mail. Please use your best judgment in emailing personal information and note that phone
communication is an alternative.
How HMR WMSC may use your information in health coaching activities, such as to train coaches or provide
information to others to support your weight-loss program or to help others implement weight-management
programs
In addition,HMR WMSC will use the information on your experience in the Program to help HMR WMSC
operate, maintain, and offer a high-quality, phone-based weight-management program, including sharing such
information with third-party vendors and consultants. For example, in order to ensure the highest quality weight-
management services,HMR WMSC staff members receive focused, ongoing training. This training occurs in a
variety of ways. For example,training is sometimes done by recording participants' weekly classes and
individual phone calls and playing recordings for the benefit of staff and their trainers—and this may include
telephone calls or classes where some of your personal information is disclosed. These types of recordings may
be an effective educational tool to help health care providers, staff, students and other related parties practice or
improve their skills and to develop and/or implement similar weight-management programs. Sometimes HMR
WMSC staff or third parties hired by HMR WMSC will monitor Phone Program classes as part of their training as
health coaches or other weight-management specialists or in the role of trainers themselves. Sometimes persons
outside HMR WMSC doing research in the field of obesity treatment or third parties serving in a consulting
capacity to HMR WMSC will be permitted to listen and learn more about how the Phone Program operates.
Sometimes a participant's spouse, other family member, or close friend will also join the phone call to learn more
about caring for that participant. Occasionally a person being considered as a new hire may listen to the call to
help us and this person better assess whether this person is a good fit at our Phone Program. All of these activities
positively impact the quality of the Phone Program and help support overall operations of our weight-
management program.
How HMR WMSC might otherwise use or share your personally identifiable information
HMR WMSC may also use or share your personally identifiable information:
• When required by law (for example, subpoena,court or administrative order)
• For third-party service providers and similar vendors performing necessary services who will be
contractually required to keep your information confidential. For example, HMR WMSC may use data
storage, scheduling, and document processing vendors, and require them to agree to keep your personal
information confidential.
How HMR WMSC may use and disclose de-identified information from the Phone Program for purposes of
educational,promotional, and research efforts
HMR WMSC may use and disclose "de-identified"information that is collected or developed from your
participation in the Phone Program for promotion of the Phone Program and related weight-loss program
marketing efforts as well as educational and research efforts. "De-identified" information is information that
HMR WMSC reasonably believes does not contain any personally identifying information about you or any other
person--in contrast to personally identifiable information, such as an individual's name,address,telephone
number,and similarly individualized information(which HMR WMSC would not use in marketing and
4
0 2003-2014 HMR Weight Management Services Corp.,Boston,MA Revised 9/10/14
promoting the Phone Program). In most or all cases, de-identified information would also be aggregate
information.
Information that will be slurred with City of Fort Worth Texas
I understand that I am participating in a program offered by City of Fort Worth Texas to its employees, retirees,
surviving spouses of retirees, and friends and family of employees. HMR WMSC will provide periodic and
executive summary reports to City of Fort Worth Texas that will provide de-identified, aggregate information
about the weight-loss results and related data(including induction, participation, and pre and post outcome data)
of all the participants in the Healthy Solutions at Home Program, including me. If agreed upon between HMR
WMSC and City of Fort Worth Texas, de-identified survey information about my experience in the Phone
Program may also be provided.
Special information for Employees, Retirees, and Surviving Spouses of Employees of City of Fort Worth Texas
(this section applies only to employees, retirees, and surviving spouses of employees of City of Fort Worth Texas
who provide an employee number to HMR WMSC)
As part of making these special program arrangements for employees like me, I acknowledge that, in addition to
the other data described in this document, HMR WMSC will provide City of Fort Worth Texas with personally
identifiable information about me in the form of a "Completers Report" which will include my name, employee
number, and whether I attended a minimum of 10 of 12 weeks in the Phone Program. This report is required in
order to determine if I may be eligible for incentives provided by City of Fort Worth Texas. HMR WMSC has no
role in the determination or provision of such incentives and will provide the Completers Report solely for use by
City of Fort Worth Texas.
This Informed Consent applies to both the weight-loss phase and the maintenance phase of the Healthy Solutions
at Home Program unless you are participating in only one phase, in which case this Informed Consent applies
only to such phase. By signing below, you are providing your consent to the terms set forth in this document with
respect to the phase or phases in which you plan to participate.
CONSENT TO TERMS OF PARTICIPATION
I acknowledge responsibility for my own health, including the need to discuss this diet with my physician before
beginning the Program. I have read and understand this Informed Consent and I confirm that I do not have any of
the conditions it identifies as precluding an individual's participation in the Program. I voluntarily consent to the
terms of participation as described in this document, including the terms for use and disclosure of my personal
health and contact information, and, to the fullest extent permitted by law, I hereby consent to those terms and
voluntarily assume all risks and hazards associated with, or which may arise from my participation in the
Program, and,on my own behalf and on behalf of my heirs, personal representatives, and other beneficiaries,I
hereby release HMR WMSC, the City of Fort Worth, their affiliates and their respective officers, directors,
agents, and employees from any liability and claims of any kind arising from my participation in the Program.
Participant's Signature Date
5
0 2003 -2014 HMR Weight Management Services Corp., Boston,MA Revised 9/10/14
Exhibit D:
Important Participant Information
IMPORTANT
Participant Information ,
Healthy Solutions'at Home 1s a comprehensive program designed to improve your -
health through weight loss by incorporating new,healthy lifestyle behaviors Medical i
studies indicate that people who are overweight or obese(with a BMI of 15 or greater) _ f
are at increased risk of many health problems and diseases including heart disease, `
diabetes,gallbladder disease,kidney disease,gout,osteoarthritis,neurological disorders,
5
and certain s of cancer.Although no uarantees are made with
ryPe g regard to the results
of this program,the likelihood that health risks associated with being overweight will be
reduced is statistically better with the achievement of an ideal body weight.
While the Healthy Solutions Diet has been demonstrated to be effective,it is not right for
everyone.Certain medical conditions prohibit your participation. Averdge weight loss in 12 weeks
Is this Program Right for You? �
Most people achieve positive weight-loss results from their participation in this program.
However,any diet or exercise program can pose health risks if not evaluated in light of In a, participants
your current medical conditions,and should be assessed by a medical professional to following the Healthy Solutions
determine if it is right for you Diet with weekly phone support
average lost an of 23.4 pounds in
12 weelLs.
O.: W
The weight-loss phase of the Healthy Solutions at Home Program is
not appropriate,and must not be used,by the following individuals:
• Individuals who are pregnant or who are lactating(nursing a baby)for less than 12 weeks.
Women who become pregnant or suspect that they are pregnant must immediately notify
their coach and understand that they will not be allowed to continue in the program.
• Individuals who are anorexic or bulimic.
• Individuals who are allergic to egg,milk,coin,or soy.(Note: lactose sensftity or intolerance
can be managed by using the HMR 70 Plus lactose-free shakes.)
• Individuals who are 18 years of age or under,or over 70 years of age and have a history of
dizziness,prior TIAs(transient ischem is attacks),or strokes.
• Individuals who are taking the anti-seizure medication Trileptal'(oxacarbatepme).
• Individuals who have had bariauic surgery.
I you have signed up for Healthy Solutions at Home and learn that one of these restrictions apply to you,you will be eligible to return any unopened
HMR products you have purchased for a full refund.
healthy solutionvae,Ante f�
0 2012-2014 HW WeWd M,nsgement services Corp..Boston.W USAVWr/0313/0106(1)
Consult Your Doctor Before You Begin
Before you begin this program,y,,,u should consult with your physician about any medical conditions or medications that could be affected by diet,
exercise,or weight loss.It is important to know that certain health risks have been associated with losing weight.Any weight-loss program may be
associated with side effects including,but not limited to,the following: dizziness or light headedness,bowel changes,muscle cramps,fatigue,ten
porary anemia,cold sensation,menstrual irregularities,dry skin,temporary skin rash,and temporary hair loss The following may also be associated
with weight loss:the aggravation of pre-existing gallbladder disease,the development of gallbladder sludge or crystals,the appearance of previously
undetected gallstones,or the development of gallstones.The development of gallbladder disease could result to the need for surgical removal of the
gallbladder.These conditions can also cause inflammation of the pancreas.Pancreatitis can be a serious condition and can become a chronic problem,
lasting after any gallbladder disease has been resolved.A small percentage of people may develop symptoms related to gallbladder disease during
any weight-reducing diet,including this diet using meal replacement products.A small percentage of people after a considerable weight loss(usually
50 or more pounds)may develop temporary neurological symptoms such as limb weakness or numbness Avoiding activities that cause compression
on nerves,such as prolonged crossing of legs may prevent this If you have questions,consult your physician or a qualified medical professional.
Important Information for People Who Are Taking Medications to Treat Diabetes
ff you are taking diabetes medications,it is important that you contact your physician prior to starting the program to arrange for medical monitoring
during the diet.During the program,your daily food intake will have an impact on your blood sugars,and your medications may need to be adjusted
or discontinued based on your blood sugar testing,especially during the initial phase when you are losing weight.You should discuss the following
with your doctor.
• The frequency of self-monitored blood glucose(SMBG)testing while you are to the weight-loss phase of the program
• Diabetes medication adjustments
• frequency of follow up with your doctor to review your SMBG and medications
• Blood sugar guidelines for contacting your doctor
Ongoing weight management and weight loss will continue to have an impact on your diabetes and diabetes medication.
Important Information for People Who Are Taking Diuretics(Water Pills)and Other Drugs for High Blood Pressure
Your physician may have prescribed medication to help you control your high blood pressure.Sometimes similar medications are also prescribed for
other reasons,such as for control of migraine headaches or for symptoms of enlarged prostate(in men).During weight loss,you may rued to have
these medications adjusted or discontinued to prevent possible side effects such as dizziness,weakness,or fainting.If you have had a history of high
blood pressure,or are taking any medications that affect blood pressure,including diuretics,it is very important that you have continued contact
with your physician to continue to evaluate your blood pressure and your medications.Your physician will inform you of how frequently your blood
pressure should be checked,and he/she will be responsible for making medication changes Contact your physician if you experience any symptoms
of low blood pressure,such as excessive fatigue or dizziness,especially upon changing positions quickly.
Important Information for People Who Are Taking the Anticoagulant(Blood-Thinner)Coumadin'(warfarin)
HMR Shakes contain vitamin K,which counteracts the effects of Coumadin on thinning your blood.Each serving of the HMR 120 Shake contains 18
mcg of vitamin K.All other HMR Shakes,Soup and Multigrain Hot Cereal contain 20 mcg of vitamin K per serving.You should use the same number of
HMR vitamin K fortified products daily to maintain an even level of vitamin K to your blood.This will assist your physician In managing your medication.
During weight loss,you will need regular blood tests to evaluate the effectiveness of your medication,and your physician will make the necessary
medication adjustments Contact your physician to schedule your lab work when you start the diet.
To assist you in reviewing the information above with your physician there is a document called"Diet Information to Share with you Primary Care Provide/'
included in you program mciwiafs.
Questions?
Speak with your physician about any medical questions you may have.To speak with a Healthy Solutions at Home Program Specialist,
call 1-877-501-9157 between 9:00 a.m.and 5:00 p.m.Eastern Time,Monday through Friday.
0 2012-2014 f#M Weigh Management Services Corp.,Boston,AM UWWMT/031310106(1)
Exhibit E
HMR WMSC Program Data
HMR WMSC collects data on prospective and enrolled Participants in the Healthy
Solutions®at Home Program. The following outlines the data that may be provided by
HMR WMSC if permitted by the Participant consent set forth in Exhibit C. (Data
collected by HMR WMSC is indicated by 'Y', * indicates Participant reported data.)
Healthy Solutions Healthy Solutions
at Home at Home
Phone Support Self-Directed
Number of Inquiries x x
Number of Participant Inductions x x
Program Census x
Attendance x
Percent Sign up Phase 2 x
Weekly Attendance x
Vegetable/Fruit Servings* x
(Average per week)
Physical Activity* x
(Average kcal per week)
Pre &Post Weight* x
Change in BMI x
Average Weight Change per x
Week(Phase 1)*
Participants' discontinuation prior to the conclusion of the program may result in
incomplete data available from HMR WMSC.
The format and frequency of the reports will be as agreed by the parties unless otherwise
stated in the Agreement.
Revised 124/14
Exhibit B
Healthy Solutions at Home Diet Kits, HMR*Meal Replacements, and Service Fees
Phase 1 Pro ram: Products and Services
List Prices' Auto-Delivery Program 2,4
Products Quick Start Kit $328.10 Quick Start Kit $295.29
(3 weeks) (3 weeks)
Ongoing $200.20 Ongoing $180.18
(2-week orders) (2-week orders)
• $9.95 Shipping&Handlingz • Money-back guarantee
• Money-back guarantee • Auto-Delivery includes:
0 10% discount on all products
o Free shipping
• Eligibility for coaching ro ram3
Services • Quick Start Call included • Quick Start Call included
• Toll-free customer service • Toll-free customer service included
included • Weekly group support calls:
o $49 per month
o $99 for 3 months
'Purchase of HMR weight-loss foods is organized into an initial 3-week kit followed by ongoing 2-week reorders.Actual price may vary
depending on customization of kit contents or selection of additional items(a list of HMR products that may be added or substituted by the
participants is included in this Exhibit).Kits include extra servings of HMR foods to make sure participants do not run out.Fruits and vegetables
for the diet are purchased separately.
'There is no charge for shipping with the Auto-Delivery Program or for orders of$200 or more shipped within the contiguous United States.
Weekly shipping costs will vary depending on frequency and dollar amount of orders.
'Individuals who do not agree to the Auto-Delivery Program in Phase 1 are not eligible for coaching services. Note:Per Section 1.3 of the
Agreement,as a discount on the program,service fees are waived for Phase 1 participants receiving auto delivery under the Healthy Solutions at
Home Phone Support program.
'Additional details on the Auto-Delivery Program can be reviewed at www.healthysolutionsathome.com/AutoDeliye M/.
Phase 2 Pro ram: Products and Services
List Prices Auto-Delivery Program 2
Products • No minimum product purchase • A standing monthly order(amount
• Product order prices are outlined determined by client)is required
in the Individual HMR Meal • Free shipping for any standing monthly
Replacement Cost section of order
this Exhibit . 10% discount on all orders of$100 or
• $9.95 Shipping&Handling' greater
• Money-back guarantee • Money-back guarantee
Services • Phase 2 transition call included
• Toll-free customer service included
• Weekly group support calls':
o $24 per month
o $49 for 3 months
'There is no charge for shipping for orders of$200 or more shipped within the contiguous United States.Shipping costs will vary depending on
frequency and dollar amount of orders.
'Additional details on the Auto-Delivery Program can be reviewed at www.healthysolutionsathome.com/AutoDeliverv/.
Although use of HMR WMSC meal replacements is expected,individuals are not required to participate in Auto Delivery or satisfy any
minimum product purchase requirement in order to participate in Phase 2 coaching. Participation in Phase 1,along with its auto-delivery
requirements,is a prerequisite for joining Phase 2. HMR WMSC reserves the right to discontinue any participant from the HSAH Phone
Program due to lack of attendance or non-compliance with other material aspects of the HSAH Program(as determined in HMR WMSC's sole
discretion).Note:Per section 1.3 of the Agreement,as a discount on the program,Phase 2 service fees are waived.
Revised 6.13.14
Individual HMR® Meal Replacement Cost
Shakes and Soup Shelf Life
HMR 500 Chocolate or Vanilla (18 servings).........$40.50/box 2 years
HMR 500 Chicken Soup (18 servings)..................$40.50/box 2 years
HMR 70 Plus Chocolate or Vanilla(18 servings)......$45.00/box 2 years
HMR 800 Chocolate or Vanilla(18 servings)..........$42.50/box 2 years
HMR 120 Chocolate or Vanilla (12 servings)..........$24.50/can 2 years
Multigrain Hot Cereal (18 servings)............................$42.50/box 1 year
Entrees................................................................$3.65/box 18 months
BeneFito Bars (24 servings).......................................$31.20/box 9 months
Prices are subject to change and rights of the Parties per section 1.3 of this Agreement
Revised 6.13.14
From: Christine Spring [cspring @hmrboston.com]
Sent: Friday, September 19, 2014 8:17 AM
To: Tieszen, Vicki
Cc: 'Small, Kirk'; A)ones@HMRBoston.com
Subject: FW: HMR - New Agreement- Need Exhibit B
Vicki,
I apologize, I don't know how that happened. Please see attached Exhibit B. We give permission for the
City of Fort Worth to print this document and attach it as an exhibit to the previous versions
signed. This should have been included.
Thanks,
Christine
Christine Spring
Legal Assistant
Health Management Resources
99 Summer Street, Suite 1200
Boston,MA 02110
(617)357-9876 ext. 206
(617)357-9690 fax
cspring@hmrboston.com
www.bir,mroi4ram.com
&DIMPIG