PARTICIPATING PROVIDER AGREEMENT THIS PARTICIPATING .

Transcription

PARTICIPATING PROVIDER AGREEMENTTHIS PARTICIPATING PROVIDER AGREEMENT (the “Agreement”), effective as of , 20 (the “Effective Date”), ismade and entered into by and among Zelis Network Solutions, LLC on behalf of itself, subsidiaries, and affiliates, including anyand all entities under common ownership or control, with principal offices located at Two Concourse Parkway, Suite 300, Atlanta,GA 30328, (hereinafter referred to as “Network”) and “Network Provider” as defined below:Network ProviderFull Legal Name:Date of Birth:Principal BusinessAddress:City, State and Zip Code:Email:Phone No.:NPI No.:Fax No.:Office Manager:State LicenseNo:DEA No.:Office Manager E-Mail:Office No.:Tax ID No.:Exp.Exp.WHEREAS, Network develops and maintains a network of health care providers by entering into agreements with acute andancillary health care providers, physicians and other health care professionals who have agreed to provide health care servicesto Participants covered by health services benefits programs or other types of programs, including workers’ compensationprograms as permitted by law, which are administered by Network’s Customers in exchange for reimbursement at agreed uponrates; andWHEREAS, Network also enters into agreements with various Customers as more particularly defined herein, pursuant to suchagreements or other arrangements Customers gain access to Network Providers through Network; andWHEREAS, Network Provider is a health care provider duly licensed, certified, accredited or otherwise duly authorized to practicehealth care in the state(s) indicated above and desires to provide or arrange to provide for Covered Services to Participants in a costeffective manner consistent with quality medical care and in accordance with the terms of this Agreement and applicable law; and toparticipate in the Network Products offered to Network Provider by Network upon the terms set forth in this Agreement and anyExhibit(s) attached hereto; andWHEREAS, Network seeks to establish a contractual relationship with Network Provider and Network Provider seeks to create andenter into a contractual relationship with Network in accordance with the terms of this Agreement because Network Provider wishes(a) to offer its health care services to Participants and in so doing maximize its opportunity to retain current patient volumes andmaintain current market share, and (b) to grant Network’s Customers access to reimbursement schedules that would otherwise beavailable to other payors, thereby enhancing competition among payors;NOW, THEREFORE, for and in consideration of the foregoing, in exchange for the mutual promises herein, and for other good andvaluable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, theparties agree as follows:A.DEFINITIONS1. Benefit Program means a contract, policy, document,plan, or any other arrangement under which a Customer isobligated to provide benefits for Covered Services on behalf ofParticipants.2. Clean Claim means (a) a properly completed paperbilling form (whether a UB-04, CMS 1500, or other applicableform, and as such forms may be amended from time to time) forCovered Services provided to a Participant, or (b) an electronictransaction providing such information that complies with allapplicable laws and regulations governing such transactions.PPOplus/Network Participating Provider Agreement – September 20161Clean Claims shall not include those claims which requirecoordination of benefits, involve third party liability issues, claimsthat are being reviewed for medical necessity, or where additionalinformation is required by a party.3. Coordination of Benefits means the determination ofwhich two or more Benefit Programs will pay health benefits for aParticipant as a primary payor and which will pay as a secondarypayor and/or as a tertiary payor.4. Covered Services means health care services andsupplies provided to a Participant who is eligible for

reimbursement under the terms of the applicable Benefit Programor are payable by an individual.5. Customer(s) means Network’s clients, together witheach of their respective affiliates, successors and assigns, whoseek access to Network Providers through Network. Customersmay include Network’s owners, subsidiaries, affiliates, payors,employers, employer groups, third party administrators, TaftHartley Funds, insurance companies including those authorizedto obtain health care services for work-related injuries andautomobile accidents, limited liability plans, individuals, healthsavings accounts and those who may be directly or indirectlyengaged by such Customers to obtain access to Network.Network shall maintain a list of its Customers, a copy of whichshall be available to Network Provider upon reasonable requestor shall be accessible to Network Provider on Network’spassword protected and secured website.6. Network Products means the particular combination ofCovered Services, provider network, and medical delivery systemmarketed under a specific product name including the specificnetwork programs established pursuant to the Addenda heretounder which a Participant is eligible to received Covered Servicesthrough a Benefit Program.7. Participant means an individual (a) who is entitled tobenefits and who, on the date health care services are rendered,has satisfied the eligibility requirements under a Benefit Program,or (b) who receives health care services or is one that isresponsible for payment for such health care services.8. Quality Assurance/Utilization Management means theprocesses and rules established and used by a Customer or itsdesignee, consistent with accepted standards and practices inthe industry, to evaluate the quality, quantity, appropriatenessand timeliness of health care services furnished to Participants,and to identify and resolve disputes regarding provision ofhealth care services.B.RIGHTS AND OBLIGATIONS OF NETWORK1. Limitations Network does not determine benefits,eligibility or availability for Customers’ Participants and does notexercise any discretion or control as to Customers’ BenefitProgram assets or with respect to policy, payment, interpretation,practices, or procedures. Customers are solely responsible forthe design and implementation of all utilization review programsincluding all questions and decisions regarding eligibility,coverage, medical necessity, length of stay, referral approvals,and the like. Network is not a payor, administrator, insurer,underwriter, or guarantor of payment for or of Customers' BenefitPrograms, and Network is not liable for any payment of servicesunder this Agreement. Network Provider shall look solely toCustomer as the party responsible for any payment hereunderand shall not seek reimbursement or any other recourse fromNetwork for any such payment. Nothing in this Agreement shallbe construed as interfering with the freedom of choice of eligibleParticipants.2. Provider DirectoryNetwork shall maintain aprovider directory for the purpose of advising Customers andParticipants of Network Providers participating in the Network,PPOplus/Network Participating Provider Agreement – September 2016which provider directory shall be accessible through Network’swebsite. Network shall exercise best efforts to include NetworkProvider in such provider directory. Network Provider agrees thatNetwork and/or Customers may use Network Provider’s name,practice name, trade names, trademarks, service marks,symbols, addresses, telephone numbers, types of servicesprovided by Network Provider and any other identifyinginformation not only in such provider directory, but also in anyother print or electronic media.3. Audit Upon giving at least forty-eight (48) hours advancenotice, Network or a Customer shall have the right to conduct asite review and to review and copy Network Provider’s records forpurposes reasonably related to this Agreement including, but notlimited to, Quality Assurance/Management. Such review shallnot unreasonably interfere with Network Provider’s business andshall be conducted during normal business hours by authorizedindividuals who have signed a confidentiality agreement. Eachparty shall bear its own costs of such review. Reports of suchreviews shall be kept as internal documents and shall not berevealed to any outside source except (a) as may be required bylaw or (b) to Network or a Customer. To the extent applicable, allsuch reviews shall be conducted at the direction of medicalreview committees and/or peer review committees and shalltherefore be subject to all applicable protections and immunitiesafforded under any applicable state and/or federal laws, rules orregulations.C.RIGHTS AND OBLIGATIONS OF NETWORK PROVIDER1. Provision of Health Care Services Network Providershall be solely responsible for the provision of health careservices, advice and treatment rendered, or ordered by NetworkProvider, its employees and/or agents, with respect toParticipants. Such services shall be provided to Participants forall Customers in accordance with community standards, in themanner in which Network Provider renders services to otherpatients, and without discrimination based on sources of paymentfor services, gender, race, ethnicity, color, religion, marital status,sexual orientation, age, ancestry, national origin, mental orphysical disability, or health status. Nothing contained in thisAgreement shall interfere with nor in any way alter or affect (a)any physician, professional or hospital-patient relationship norshall limit the level of care or performance of services by NetworkProvider nor (b) the obligation of Network Provider to exerciseindependent medical judgment in rendering healthcare servicesto Participants.2. Licensure and Certificationa.At all times during the Term of this Agreement,Network Provider shall remain in compliance with Network’sMinimum Credentialing Standards as set forth in Exhibit A,which is attached hereto and incorporated herein by reference.Network Provider shall respond timely to all requests forapplication and documentation as set forth therein.b.Network Provider shall comply with all lawsrelating to furnishing health care services to Participants; shallmaintain in effect and in good standing all licenses andgovernmental approvals necessary for that purpose; and shall2

maintain compliance with all applicable credentialing criteriaand requirements.c.Network Provider shall maintain certification by theCenter for Medicare and Medicaid Services (CMS), as well asaccreditation by an appropriate recognized accreditingorganization as applicable or as required by law. Copies ofNetwork Provider’s current certificates of accreditation shall beprovided as requested in Exhibit A.d.Network Provider shall notify Network in writingwithin thirty (30) days of any change in compliance with any ofthese requirements, or of any pending investigation, action, orsanction against it, any agent and/or any employee, which maymaterially affect Network Provider’s ability to perform anyobligation under this Agreement, or which would otherwise bearon a requirement of this Agreement.e.Network Provider shall notify Network within five (5)business days if either (i) Network Provider is not accepting newpatients or (ii) Network Provider has previously not accepted newpatients but is currently accepting new patients.3. Liability Insurance Network Provider warrants toNetwork that it has, and shall maintain professional andcomprehensive general liability insurance covering NetworkProvider against claims arising out of the services to beperformed hereunder each in the minimum amounts requiredby law or, in the absence of statutory requirements, no lessthan 1,000,000 per occurrence and 3,000,000 in the annualaggregate. Proof of such coverage shall be made available toNetwork upon request. Network Provider shall notify Networkin writing within thirty (30) days of cancellation, non-renewal,and/or any material change in such coverage. If the form ofinsurance described above is “claims made,” appropriate tailcoverage shall be purchased to insure against claims madeafter the expiration of such insurance relating to acts oromissions occurring during the term of this Agreement.4.Provider Demographics Upon execution of thisagreement and no less than annually thereafter, NetworkProvider agrees to provide Network a listing of all applicableproviders practicing under this contract with the content andformat in compliance with Exhibit B. Network Provider agrees tonotify Network within ten (10) business days of any changes toExhibit B. Should any information supplied by Network Providerbecome materially inaccurate, Network Provider shall work withNetwork to immediately correct. It is understood by both partiesthat any changes in demographic information such as TaxIdentification Number, practicing address, billing address oraddition or deletion of providers does not alleviate NetworkProvider from their obligations under this Agreement.agreement. Network Provider shall pay a reapplication fee at thetime of recredentialing. Network shall determine the amount ofthis fee upon recredentialing. The fee is due to Network withinthirty (30) days of receipt of invoice.D.COMPENSATION1. Compensation The compensation to which NetworkProvider shall be entitled (“Contract Rate”) shall be as set forthin Exhibit C, attached hereto, and incorporated herein byreference.2. Billing Customers Network Provider shall submit claimsto address listed on the Participant’s identification card or on aproperly completed UB-04, CMS 1500 or other acceptablestandard billing form that provides the same information. NetworkProvider may not bill a Customer more than ninety (90) days afterdischarge or the date services are provided and expect to receiveany payment.3. Payment by Customersa. Customers must make payment to Network Providerwithin thirty (30) business days (or less, if required by applicablestate law) of Network’s receipt of a Clean Claim in order to obtainthe benefit of the Contract Rate, except as set forth in paragraph6 of this Section D below. Upon request, Network Provider shallfurnish to Customer and/or Network all information reasonablyrequired to verify the health care services provided and thecharges for such services. Customers’ payments due under thisAgreement shall be reduced by any and all applicable BenefitProgram design deductibles, co-payments, and co-insuranceamounts.b. Network Provider acknowledges that (a) Network’sarrangements with its Customers for access to the Contract Ratedescribed in this Agreement may be deemed to be network“rental,” “lease,” or “sale” arrangements under some state orfederal laws, and (b) some state or federal laws require specificdisclosure of such arrangements. Accordingly, to the extent thatthe terms “rent,” “lease,” or “sale” apply to Network’s Customerarrangements as contemplated under this Agreement, Networkand Network Provider agree that Network and its affiliates maylease, sell, rent or otherwise grant access to NetworkProvider’s Contract Rate to third parties, including otherpreferred provider organizations. Each Customer's entitlementto the Contract Rate under this Agreement is subject to suchCustomer's compliance with the applicable terms of thisAgreement.5. Suits and Other Actions Network Provider agrees togive prompt written notice to Network whenever it becomesaware of a legal claim or given written notice of intent to pursuelegal action against any party in connection with this Agreement.c. Nothing in this Agreement shall be construed as awaiver by any Customer of its right to review claims for medicalnecessity or appropriateness in accordance with the terms of itsBenefit Program; and, in the event a conflict arises between theterms of this Agreement and the terms of a Benefit Program, theterms of the Benefit Program shall apply.6. Application Fee (State of Arkansas) Network Providershall pay Network an initial application fee to be determined byNetwork upon execution of this Agreement. The initialapplication fee shall be paid at time of execution of the4. Billing Participants A Participant shall be billed only forco-payments, deductibles, co-insurance and non-CoveredServices, as appropriate, in accordance with such Participant’sBenefit Program(s). Co-insurance shall be calculated basedPPOplus/Network Participating Provider Agreement – September 20163

upon Contract Rate. Participants shall not be billed for more thanthe difference between the Contract Rate and the sum of theamounts paid by the Customer(s) and any other payors. NetworkProvider shall not balance bill or attempt to collect compensationfrom Participants in connection with Covered Services, except asshall be permitted by law and by the Customer.5. Coordination of Benefits Network Provider shallcooperate with Customers for purposes of coordinatingbenefits. When a Customer is the primary payor, NetworkProvider shall accept from Customer as payment in full forCovered Services the Contract Rate, less the appropriatedeductibles, co-payments and co-insurance.When aCustomer is the secondary payor, Network Provider shallaccept from Customer as payment in full for Covered Servicesthe difference between the Contract Rate, and the sum of theamount paid by the primary payor(s) together with theappropriate deductibles, co-payments and co-insuranceamounts.6. Disputed Claimsterminate this Agreement without cause by giving the other partyat least ninety (90) days’ prior written notice. Termination shall beeffective on the first day of the month following the notice period.b. Either party may terminate this Agreement for causedue to a material breach, including loss of any license orregistration required by law or regulation to be maintained bysuch party in order to operate or fulfill its obligations hereunder,by giving thirty (30) days advance written notice. The notice oftermination for cause will not be effective if the breaching partycures the breach to the reasonable satisfaction of the other partywithin the thirty (30) day notice period.c.Network shall have the right to terminate thisAgreement immediately if it determines, in its reasonablediscretion and based upon any official agency action, that thehealth or welfare of Participants is jeopardized by the continuationof the Agreement. Under such circumstances, Network shallprovide written notice to Network Provider specifying the basis fortermination. The above shall also apply for a pattern ofmiscoding, cost shifting, redundant inaccurate billing and otherbilling misconduct by Network Provider.a.Network Provider shall notify Customer of anyerroneous claim sent to a Customer within sixty (60) days of thedate the claim was issued. If such claim was paid, then a refundis due the Customer and Participant, as applicable, from NetworkProvider. If the claim was not paid, no payment is expected byNetwork Provider from Customer or Participant.d. Either party may terminate this Agreement immediatelyin the event the other party becomes insolvent, is adjudicated asbankrupt, makes a general assignment for the benefit ofcreditors, has a receiver appointed for it, or comes under thecontrol of a trustee in bankruptcy.b.Network Provider agrees to refund anyoverpayments made by Customers under this Agreement withinthirty (30) days of discovery and immediately upon receipt ofwritten request by Customer, unless disputed in accordance withsection 6(c) below. In the event that Network Provider does notrefund the overpayment within the above specified timeframe,Customer shall withhold the requested overpayment amount fromthe next payment due Network Provider.e. If this Agreement is terminated for any reason and ifNetwork Provider is then providing services to Participants,then Network Provider shall continue to provide such servicesto those Participants as shall be required by applicable lawsand at least until the completion of any episodes of

providers practicing under this contract with the content and format in compliance with Exhibit B. Network Provider agrees to notify Network within ten (10) business days of any changes to Exhibit B. Should any information supplied by Network Provider become materially inaccurate, Network Provider shall work with Network to immediately correct.