EXHIBIT 10.7
MASTER GROUP CONTRACT FOR
CLAIMS AND ADMINISTRATIVE SERVICE
BETWEEN
DENTAL CARE PLUS, INC.
AND
.
This Contract is entered into as of this_____ day of ____ , by and between
DENTAL CARE PLUS, INC. ("Dental Care Plus") with its principal place of business
at 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, and _________ ("Employer")
with its principal place of business at ____ to provide administrative functions
and claims services for dental care benefits through the Dental Care Plus
prepaid dental plan to eligible employees and their dependents.
Wherever in this Agreement reference is made to the term "Plan", it shall
mean the benefits for the Employer's employees and their dependents as set forth
in Appendix A.
RECITALS
WHEREAS, Employer maintains a self-insured dental plan ("Plan") to provide
for certain dental services for certain eligible employees and their dependents
on a prepaid basis;
WHEREAS, Dental Care Plus provides claims payment and other administrative
services to sponsors of self-insured dental plans;
WHEREAS, Dental Care Plus has signed participation agreements with
dentists in the Greater Cincinnati area to provide dental care at a contracted
fee rate for users of the Plan; and
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WHEREAS, Employer wishes to enter into a contract with Dental Care Plus
whereby Dental Care Plus agrees to administer claims submitted under Employer's
Plan.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the parties hereby agree as follows:
ARTICLE I
Responsibilities of Dental Care Plus with Respect
to Administration of the Plan
1.01 Dental Care Plus will provide and maintain suitable facilities and
services for the performance of its responsibilities under this contract.
1.02 Dental Care Plus will prepare a monthly administration fee invoice
on approximately the fifteenth (15th) day of each month (or if the 15th falls on
a weekend or holiday, the previous business day) and transmit the invoice to
Employer.
1.03 Dental Care Plus will verify the eligibility of participants under
the Plan based on information provided by Employer and determine the validity of
claims submitted by Plan participants, making appropriate investigations as may
be necessary.
1.04 Dental Care Plus will pay eligible claims in accordance with the
terms of Plan. A copy of claims information will be furnished to Employer on
request. Dental Care Plus will process claims payment checks, check write, for
covered services every two weeks.
1.05 Dental Care Plus will notify Employer regarding any submitted
claims which are questioned under Dental Care Plus' interpretation of the Plan,
and refer such claims to Employer for handling under the claims procedures of
the Plan. Dental Care Plus will take appropriate action on such claims per
Employer's instructions following such referral.
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1.06 If any payment is made hereunder to an ineligible person, for a
non-covered service, or if it is determined that an amount has been paid in
error by Dental Care Plus, Dental Care Plus will attempt to recover or adjust
such payment. Dental Care Plus will not be required to initiate court
proceedings to effect any such adjustment. If Dental Care Plus is unsuccessful
in making such adjustment, it shall so notify Employer and Employer may take
such adjustment actions as may be available.
1.07 Dental Care Plus will provide a standard claims form for use by
Plan providers and such other forms which are necessary for Dental Care Plus to
perform its claims administration duties.
1.08 Dental Care Plus will report to Employer matters of general
interest with respect to administration of the Plan, problems of a recurring
nature, utilization review information, suspected misuses of benefits, and will
provide advice as to more effective methods of administering the Plan.
1.09 Dental Care Plus shall maintain such files and records pertaining
to claims and performance of its services as is ordinary and required by
Employer.
1.10 Dental Care Plus will perform any other administrative functions
incidental to the proper and business-like execution of the claims service
function as may be required and agreed to between Employer and Dental Care Plus.
1.11 Dental Care Plus may seek the services of one or more persons or
entities to render advice with regard to any responsibility it has under this
Contract. Dental Care Plus will be responsible for costs associated with such
services.
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ARTICLE II
Responsibilities of Employer
2.01 Employer will make the final decision on any disputed or
questionable claim referred to Employer by Dental Care Plus as specified in
Section 1.05 above, and communicate the final decision on such claim to Dental
Care Plus.
2.02 Employer will pay Dental Care Plus the monthly administration fee
per Plan participant, as specified in Addendum A of the Master Group Contract
and as thereafter modified by agreement of the parties.
2.03 Employer will fund the Paid Claim Expenses invoiced every two
weeks as specified in Addendum A of the Master Group Contract and as thereafter
modified by agreement of the Parties. Dental Care Plus will send a Claim Expense
Backup Report to Employer every two weeks following each Check Write.
2.04 Employer will make such payments agreed to in Sections 2.02 and
2.03 regardless of any arrangement of Employer to receive from, or otherwise
charge to, its enrolled employees, all or any part of such fees.
2.05 Employer will notify each employee of his or her eligibility to
participate in the Plan, and the procedures for enrollment in the Plan. Employer
will conduct enrollment as provided in the Plan and submit to Dental Care Plus
the completed enrollment forms.
2.06 Employer agrees to keep such records and furnish to Dental Care
Plus such applications, notices, or periodic reports as may reasonably be
required by Dental Care Plus for the purpose of verifying enrollment of
participants, processing terminations of coverage, effecting changes in
participants' coverage options under the Plan by reason of a change in marital
or family status, determining the fees payable by Employer under this Contract,
and for any other purpose reasonably related to the carrying out of the terms of
this Contract.
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2.07 Employer will, at its own expense and utilizing its own claims and
auditor staff, have the right to periodically audit the files and records of
Dental Care Plus which relate to the duties performed under the terms of this
Contract.
2.08 It is understood that the legal and tax status of the Plan under
applicable law is a matter of determination by the Employer, and not by Dental
Care Plus. It is further understood that Dental Care Plus is neither the
Administrator, nor a named Fiduciary of the Plan, as defined under the Employee
Retirement Income Security Act of 1974 (P.L. 93-406).
ARTICLE III
Indemnification and Limitation on Payment of Claims
3.01 Employer agrees to indemnify Dental Care Plus and hold Dental Care
Plus harmless against any and all loss, damage, and expense, including court
costs and reasonable attorney's fees, demands or lawsuits resulting from or
arising out of claims, demands or lawsuits brought against Dental Care Plus to
recover benefits under the Plan or other arrangements within the scope of this
Contract.
3.02 Paragraph 3.01 of this Article III (above) shall not apply to
claims, losses or damages arising from the negligent or intentional actions of
Dental Care Plus, its agents, officers and employees.
3.03 In the event that Employer defaults on the terms of this contract
and no longer pays Dental Care Plus as agreed to under the terms of this
Contract, Dental Care Plus will notify the dentists who have signed
participating dentist agreements and Plan participants. Dental Care Plus assumes
no responsibility nor liability to pay claims for covered services in the event
Employer has failed to pay Dental Care Plus under the terms of this contract.
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ARTICLE IV
Participating Dentists
4.01 Dental Care Plus agrees that the Plan participants are entitled to
the services covered by the Plan and coordination of dental care services from
dentists who have signed participating dentist agreements. Dental Care Plus will
coordinate and arrange for the delivery of dental care services to Plan
participants by Participating Dentist.
4.02 Dental Care Plus will provide a list of dentists who have signed
participating dentist agreements to Plan participants.
4.03 All participating dentists are licensed to practice dentistry
pursuant to Ohio and Kentucky laws. All participating dentists are independent
contractors.
ARTICLE V
Effective Date and Term
5.01 The Effective Date of this Contract and the renewal date shall be
the date designated in the Application for Master Group Contract.
5.02 The term of this Contract shall be for a period of one (1) year
commencing on the Effective Date and, unless terminated sooner as provided
herein, shall be automatically renewed for a one (1) year period beginning on
the anniversary date of this Contract; provided, however, Dental Care Plus or
Employer may terminate this Contract without cause at any time by giving sixty
(60) days prior written notice of termination to the other party.
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5.03 In addition to the right of termination provided in Section 5.02,
this Contract may be terminated for the following causes and in the following
manner:
(A) If Employer fails to pay any amounts payable to Dental Care Plus
under this Contract, Dental Care Plus may terminate this Contract, without
notice, effective at the expiration of the last period for which Employer paid
under the provisions of the Contract. Acceptance of a delinquent payment by
Dental Care Plus shall not be deemed a waiver of this provision for termination
in the event of any future failure of Employer to make timely payment under the
Contract.
5.04 Dental Care Plus reserves the right to change the benefits, terms
and conditions thereof provided under this Contract by giving Employer not less
than sixty (60) days notice prior to the annual automatic renewal date.
ARTICLE VI
Miscellaneous
6.01 All notices or demands under this Contract, shall be in writing
and shall be deemed to have been duly given if delivered by hand or mailed by
registered mail, postage prepaid, and addressed in a manner consistent with the
Application for Master Group Contract.
6.02 This Contract and the Exhibits hereto constitute the entire
agreement between parties.
6.03 Plan participants shall have only the rights and benefits, subject
to the terms and conditions, set forth in the Plan.
6.04 This Contract shall be governed by and construed in accordance
with the laws of the State of Ohio.
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6.05 This Contract shall be binding upon and inure to the benefit of
the parties hereto, their successors and assigns. The rights and obligations of
either party hereunder shall not be assigned without consent of the other party.
6.06 The headings of the various sections have been inserted for
convenience of reference only and do not constitute a part of the Contract.
6.07 In the event any of the provisions contained in this Contract
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision and this Contract shall be construed as if the invalid, illegal or
unenforceable provision had never been contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first-mentioned above.
DENTAL CARE PLUS, INC. EMPLOYER
By: By:
_____________________________ ________________________________
Date: Date:
___________________________ ______________________________
Title: Title:
__________________________ _____________________________
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