ACTIVECARE, INC. (OTCMKTS:ACAR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On December 22, 2017, ActiveCare, Inc., a Delaware corporation (the “Company”), entered into a Services Agreement (the “Agreement”) with the Cleveland Clinic Foundation d.b.a. Cleveland Clinic, an Ohio nonprofit corporation (“Cleveland Clinic”).

to the Agreement, the Company will be providing services to Cleveland Clinic as agreed to by the parties in any mutually agreed form to a “Statement of Work”. to the Statement of Work included as Exhibit A to the Agreement, the Company will provide monitoring services to Cleveland Clinic’s expected beneficiary diabetic population within the Cleveland Clinic Medicare ACO.

The initial term of the agreement is for three years and shall automatically renew after the term for a successive twelve (12) month period from year to year unless sooner terminated by either party in accordance with the terms of the Agreement.

As consideration for the Company’s Services, the Company is to receive a fixed monthly fee per Covered Diabetic Patient (as defined in the Agreement). In addition, at such time the Cleveland Clinic Accountable Care Organization (“CCACO”) shall receive a shared savings payment from the Centers for Medicare and Medicaid Services, CCACO shall share such savings with the Company based on a formula defined in the Agreement.

Cleveland Clinic may, by written notice to the Company, terminate the Agreement, any purchase order or any portion of a purchase order if the Company (i) is in material breach of any of the terms and conditions of the Agreement or any Purchase Order, which breach in not cured within thirty (30) days after notification of such breach, (ii) terminates or suspends its business, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding under Federal or State law.

Cleveland Clinic further may terminate the Agreement, any Purchase Order or any portion of any Purchase Order for convenience upon ninety (90) days’ prior written notice to Company (“Termination for Convenience”). In connection with any Termination for Convenience, Cleveland Clinic will reimburse Company for the actual cost reasonably incurred for work in process up to the time of cancellation, as well as any non-cancellable contract of Company, or non-cancellable purchase order to a third party, entered into for the benefit of Cleveland Clinic.

The Agreement is nonexclusive, and Cleveland Clinic may contract with others to perform similar services. Accordingly, the Company may also perform similar services for others.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of such document.

About ACTIVECARE, INC. (OTCMKTS:ACAR)

ActiveCare, Inc. provides products and services to those diagnosed with chronic illnesses, and provides real-time visibility to health conditions and risk. The Company’s Chronic Illness Monitoring segment is engaged in the business of developing, distributing and marketing mobile monitoring of patient vital signs and physical activity to insurance companies, disease management companies, third-party administrators, and self-insured companies. The Company’s chronic illness monitoring involves the use of biometric monitoring devices in combination with data and algorithms to assess the wellbeing of an individual under care. The Company’s CareCenter service is designed to monitor and track patients’ health conditions and chronic illnesses on a real time basis. It has developed products that incorporate global positioning system (GPS), cellular capability, and fall detection, all of which are connected to its CareCenter with the push of a button.