Shared Savings Incentive Payments Program. In consideration of performance of the requirements by ACO Participant herein and overall success of the program involved, ACO Participant may qualify for performance incentive payments as may be offered through CMS’s Medicare Shared Savings Program. Among other factors, the availability of such funds will depend on meeting patient satisfaction and quality metrics and the generation of savings in the aggregate for a designated patient population by jointly accountable ACO provider/suppliers. The opportunity to receive shared savings will depend on ACO Participant and its ACO provider/suppliers adhering to quality measures, improvement programs, and evidence-based medicine clinical guidelines established by ACO. The policy for distribution of shared savings shall at all times be interpreted to encourage participants to adhere to the quality assurance and improvement program and evidence- based clinical guidelines. There will be no shared savings to ACO Participant or Participating Provider if quality and best-practice minimum threshold metrics are not met. Determination of savings will follow accepted industry practices. ACO shall use best efforts, and available technology and data that may change over time, after covering administrative expenditures, to apportion savings distributions roughly in proportion to the relative measured contributions among ACO provider/suppliers. ACO retains the right to exercise fiduciary responsibility to escrow certain distributions on behalf of participants to cover possible future losses in lieu of ACO provider/suppliers being requested to assume risk of loss. EXHIBIT B Business Associate Agreement This Business Associate Agreement (“Agreement”) is entered between (“Covered Entity”) and Pinnacle Integrated Medicine, Inc. (“Business Associate”).
