CERTAIN INFORMATION IN THIS EXHIBIT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, SUCH INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF SUCH OMITTED
INFORMATION HAS BEEN INDICATED WITH AN ASTERISK[*].
NATIONAL HEALTHCARE ALLIANCE, INC.
ANCILLARY SERVICES PARTICIPATING PROVIDER AGREEMENT
FOR PPO/EPO NETWORKS
This Agreement (hereinafter referred to as "Agreement") is hereby made by
and between MEDIQUIK SERVICES, L.L.C. (hereinafter referred to as "Ancillary
Service"), organized under the laws of the State of Texas, and NATIONAL
HEALTHCARE ALLLIANCE, INC., (hereinafter referred to as "NHA") a Nevada
corporation, effective January 1, 1998.
WITNESSETH
WHEREAS, NHA is a corporation duly organized and existing under the laws
of the State of Texas and is engaged in the business of marketing health care
cost containment services and preferred provider networks for groups of
individuals; and
WHEREAS, Ancillary Service provides certain Covered Services (as defined
below) and which is (i) duly licensed by the applicable licensing authority of
the state in which it is located; (ii) accredited by an applicable Accreditation
Agency for their services, Medicare or any other applicable organization and;
(iii) is in compliance with all other applicable Federal, State and Local laws
governing operation of such Ancillary Service to the extent that such laws are
applicable to such Ancillary Service; and
WHEREAS, the Ancillary Service desires to contract with NHA in a cost
contaimnent and preferred provider program as is herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements,
and subject to the conditions and limitations set forth herein, the parties
hereto hereby agree as follows:
1.0 DEFINITIONS
1.1 "Benefits" means dollar amount payable for a Covered Service after
application of copays under a Contract.
1.2 "Certification" means a Utilization Review determination made on behalf
of a Payor that specific services and supplies provided by the Ancillary Service
or an Ancillary Service Health Care Practitioner to a Participant are Medically
Necessary and Reasonable Covered Services and meet the standards and criteria
for Certification. Certification applies only to medical necessity based on
information provided. Certification is not a verification of eligibility or
that benefits exist to cover such Covered Service; such verification must be
obtained from Payor.
1.3 "Clinical Note" means a dated written notation by an Ancillary Service
employee or Subcontractor that documents a Visit with a Participant and that
contains a description of (i) signs and symptoms of the Participant's medical
condition; (ii) any Covered Services and other medical
treatments, supplies, appliances and equipment provided; and (iii) any
changes in the Participant's physical or emotional condition.
1.4 "Completed Claim" means a request for payment for Covered Services
submitted by Ancillary Service that is accurate, complete, and in the form
agreed to by the parties.
1.5 "Contract" means a group health benefits policy or contract administered
by Payor under an NHA program that designates certain providers as preferred
providers under preferential arrangements.
1.6 "Copays" means any applicable co-insurances, co-payments, copays and/or
deductibles.
1.7 "Covered Person" means any individual who is eligible to receive Covered
Services in accordance with this agreement.
1.8 "Covered Services" means all services within Ancillary Service's
capabilities that are to be rendered to Covered Persons by Ancillary Service in
accordance with this agreement. Reimbursement for Covered Services by Payors
will be based on a determination that such services were Medically Necessary and
Reasonable and that, if required by the Contract, such services were approved
for Certification.
1.9 "Effective Date" is to be interpreted within context to determine whether
it means that date related to the Agreement or that date related to fee
schedules as shown on attached Exhibits.
1.10 "Facility" means any facility licensed to render medically related
services. Reference to network Facilities will be noted by inclusion of the term
"network" preceding the term "Facility(s)".
1.11 "Medically Necessary and Reasonable" shall include due consideration of
whether services are: (i) appropriate and necessary for the symptoms, diagnosis
or treatment of a medical condition; (ii) provided for the diagnosis or direct
care and treatment of a medical condition; (iii) with in standards of good
medical practice with in the organized medical community; (iv) not primarily for
the convenience of the Participant, the Participant's attending or consulting
physician, or another healthcare Provider; and (v) the most appropriate level of
services or supplies that can be provided in accordance with accepted medical
practice.
1.12 "Ancillary Service Health Care Practitioner" means those appropriately
licensed practitioners assigned by Ancillary Service to provide Covered Services
to Covered Persons in fulfillment of the Ancillary Service responsibilities
under this Agreement.
1.13 "Participant" means an individual who, on the date healthcare services
are rendered, is eligible for and covered under the provisions of a Contract
which has been arranged by a Payor as defined herein.
1.14 "Payor" means an entity to which claims for Covered Services rendered to
Covered Persons under a Contract are to be submitted and reimbursed, according
to the Program, and includes, but
is not limited to, any employer, third party administrator, trust, insurance
company, or entity that has entered into an agreement to obtain services for
its Covered Persons from the NHA network of participating providers. Payors
are contractually committed to the terms and conditions related to
obligations of Payor including, but not limited to, reimbursement of Agency.
1.15 "Program" means the benefits arranged by NHA through agreements with
Payors for the provision of Covered Services to Covered Persons.
1.16 "Provider" means those physicians, hospitals, Outpatient Facilities and
other organizations or individuals that have agreements with NHA directly or
indirectly to provide certain health care services to Covered Persons.
1.17 "Utilization Review" or "UR" means a function performed on behalf of the
Payor to determine whether Covered Services to be provided to a Participant
qualify for Certification
2.0 SERVICES OF THE ANCILLARY SERVICE
2.1 PROVISION OF SERVICES. Ancillary Service agrees to provide to all
Covered Persons all Covered Services within the scope of its capability,
consistent with accepted standards of care.
2.2 NONDISCRIMINATION.
2.2.1. Covered Services shall be provided in accordance with the
standards and procedures applicable to Ancillary Service's other patients and
without discrimination on account of sex, race, color, religion, marital status,
economic status, sexual orientation, age, ancestry, national origin, health
status, or source of payment. Nonetheless, Ancillary Service understands that
plan benefits are subject to different diagnostic and treatment provisions, in
so far as reimbursement for services are concerned.
2.2.2 Ancillary Service shall not be required, because of this
agreement, to perform any service that it does not nor will not perform for any
other patients.
2.3 IDENTIFICATION OF COVERED PERSONS AND SERVICES. NHA shall arrange for
Payor to provide Ancillary Service with a method of identifying Covered Persons.
2.4 COVERED SERVICES. Except in the case of an Emergency, the Ancillary
Service shall provide Covered Services to Participants, and shall be paid by the
Payors for such services, only if such services are (i) Medically Necessary and
Reasonable, (ii) ordered by a physician Provider, and (iii) are Certified, if
required by Contract.
2.5 ACCEPTANCE OF PARTICIPANTS. The Ancillary Service shall accept as a
patient each Participant whose Physician has established a plan of treatment
which includes Covered Services, within the capability of the Ancillary Service,
specifically prescribed for said Participant.
2.6 CLINICAL NOTES AND SUMMARY REPORTS. Each patient encounter shall be
documented in a Clinical Note by the Ancillary Service Health Care Practitioner
or Subcontractor who performs such visit. The Ancillary Service shall
periodically prepare, for each Participant receiving care hereunder, a Summary
Report which shall summarize the Clinical Notes and other observations regarding
the Participant recorded since the time of preparation of the previous Summary
Report regarding such Participant. Each Summary Report shall be submitted by the
Ancillary Service to the Participant's attending Physician as soon as such
report is completed.
2.7 ADEQUATE PERSONNEL. At all times during the term of this Agreement, the
Ancillary Service shall employ or contract with sufficient numbers and
categories of health care practitioners to provide all Covered Services to
Participants.
2.8 PERSONNEL QUALIFICATIONS. All Ancillary Service Health Care
Practitioners who provide the Covered Services to the Participants shall at all
times have the minimum training and qualifications established by applicable
Federal and State statutory or regulatory requirements.
2.9 PLAN OF TREATMENT. The Ancillary Service shall, if appropriate, review
the original plan of treatment for each Participant to whom the Ancillary
Service provides the Covered Services hereunder with said Participant's
attending Physician, and shall submit said Participant's plan of treatment to
said Physician for recertification, at such intervals as the severity of said
Participant's medical condition requires by at least every thirty (30) calendar
days or such shorter period as applicable Federal and State law shall require.
2.10 MEDICAL RECORDS. For purposes of Utilization Review, Ancillary Service
agrees to make available at all reasonable times all of Ancillary Service's
books and records relating to all matters which are the subject of this
Agreement, including but not limited to services rendered, fees and charges. In
no event shall Ancillary Service be required to disclose or provide any
information or records the disclosure of which is prohibited by law.
2.11 UTILIZATION REVIEW & QUALITY ASSURANCE. Ancillary Service agrees to
comply with NHA's utilization review and quality assurance standards and
procedures, including pre-admission certification, concurrent review, discharge
planning and case management.
2.12 THIRD PARTY BENEFICIARY. The Ancillary Service is aware of and
acknowledges that NHA intends to contract with Payors with respect to the
rendering by the Ancillary Service of Covered Services as provided herein and
that the services the Ancillary Service has agreed to provide hereunder are for
the benefit of NHA and Payors. The Ancillary Service agrees to provide health
care services to Participants as may be Medically Necessary when requested by
such Participants. NHA recognizes the right of the Ancillary Service to select
patients and to establish treatment hours and procedures. The Ancillary Service
further agrees to comply with applicable federal and state laws and regulations
pertaining to discrimination.
2.13 APPROVAL OF ANCILLARY SERVICE PHYSICIANS. The name and specialty of each
Ancillary Service member physician whom NHA has approved to provide services
hereunder is set forth on Attachment A. NHA will defer to the Ancillary
Service's credentialing criteria and process only
when that process parallels those credentialing criteria utilized by NHA. NHA
reserves the right to review the Ancillary Service's credentialing criteria.
Attachment A will list those Ancillary Service Health Care Practitioners
eligible to provide services under the terms of the Agreement. Ancillary Service
will use its best efforts and inform NHA in writing, at least thirty (30) days
prior to any change in the status of a participating Ancillary Service
Physician. This would include, as a minimum, all additions and terminations
affecting Attachment A.
2.14 OBLIGATIONS OF ANCILLARY SERVICE PHYSICIANS. The Ancillary Service
represents and warrants that each Ancillary Service Physician shall comply with
all of the duties, obligations and By Laws of the Ancillary Service, as well as
of Ancillary Service Physicians, under this Agreement.
2.15 MEDICAL STAFF PRIVILEGES. As of the effective date of this Agreement,
each Ancillary Service Physician shall have active admitting privileges at no
fewer than one (1) Participating Hospital, and shall maintain such admitting
status at all times during the term of this Agreement.
2.16 REFERRAL OF PARTICIPANTS. Each Ancillary Service Physician shall use his
best efforts to refer Participants to Network Providers, and to admit or arrange
for admission of Participants to Network Provider Hospitals, unless otherwise
directed by the participant, provided that such referral or admission is
medically appropriate.
2.17 REQUIRED DISCLOSURES. The Ancillary Service shall notify NHA in writing
within thirty (30) calendar days following the occurrence of any of the
following events:
2.17.1 There is a change in the Ancillary Service's business address, or
2.17.2 Any of the Ancillary Service Health Care Practitioner's license to
practice in the State of Texas is suspended, revoked, terminated, or subject to
terms of probation or to the restriction, or
2.17.3 Any Ancillary Service Health Care Practitioner is no longer
credentialed in the specialty set forth opposite his/her name in Attachment A;
or
2.17.4 Any Ancillary Service Health Care Practitioner learns that he/she
has become a defendant in any malpractice action or is required to pay damages
in any such action by way of judgment or settlement; or
2.17.5 Any Ancillary Service Physician becomes the subject of any
disciplinary proceeding or action before the State Board of Medical Examiners or
a similar agency in any state; or
2.17.6 Any Ancillary Service Health Care Practitioner is convicted of a
felony or
2.17.7 Any Ancillary Service Health Care Practitioner becomes
incapacitate] or withdraws from the Agency; or
2.17.8 An act of nature or any event beyond the Ancillary Service's or
the subject Ancillary Service Health Care Practitioner's reasonable control
occurs, which substantially interrupts all of the portion of the Ancillary
Service's or any Ancillary Service Health Care Practitioner's practice for a
period of sixty (60) consecutive calendar days or which has a material adverse
effect on the Ancillary Service's or Ancillary Service Health Care
Practitioner's ability to perform its or his/her obligations hereunder for such
a period; or any other problem arises which might materially affect the
Ancillary
Service's or any of the Ancillary Service Health Care Practitioner's ability
to carry out its duties and obligations under this Agreement.
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THIS AGREEMENT WILL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS AFTER ACCEPTANCE
BY NHA FOR MOST PAYORS, HOWEVER FOR CERTAIN PAYORS THE EFFECTIVE DATE MAY BE
DELAYED FOR PERIODS UP TO NINETY (90) DAYS. DUE TO THE POTENTIAL FOR DELAYED
EFFECTIVE DATES, NEW PHYSICIANS SHOULD VERIFY THEIR STATUS BEFORE RENDERING
SERVICE. NHA WILL IDENTIFY, UPON REQUEST, THOSE PAYORS THAT MAY IMPOSE DELAYED
EFFECTIVE DATES.
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3.0 PREFERRED RATES
3.1 RATES. The initial payment rates for Covered Services are specified in
Exhibit 1 and/or Exhibits 2-5, if necessary, to describe other unique programs.
These rates shall be accepted as payment in full for Covered Services to Covered
Persons and shall remain in effect until changes in rates are agreed upon, in
writing, or this agreement is terminated. Either party may request renegotiation
of the rates by giving the other party ninety (90) days advance written notice.
Ancillary Service agrees to not xxxx Covered Person, Payor and NHA for any
charges related to Covered Persons over that specified in attached Exhibits.
3.2 PAYMENT. Payment of amounts specified under this agreement shall
constitute payment in full for Covered Services. Ancillary Service shall not
seek any additional payment from Covered Persons for Covered Services except for
copays, which are obligations of Covered Persons under the Program. Nothing
herein shall affect Ancillary Service's right to xxxx for non-Covered Services.
NHA recognizes the right of the Ancillary Service to xxxx the Covered
Person for any and all charges which may arise from other than Covered Services
as may have been contracted for outside the Agreement.
3.3 RESTRICTIVE NETWORKS. Ancillary Service acknowledges that NHA may, in
certain restrictive networks, choose to contract certain ancillary services,
including by way of example only, laboratory services, to one or more providers,
and that if Payor and/or NHA so chooses, then Ancillary Service will be required
to use such providers for the provision of such ancillary services to Covered
Persons, even if Ancillary Service typically would have performed such services
in Ancillary Service's office. In the event of the foregoing, were Ancillary
Service to perform such services, Ancillary Service may be limited to a
reimbursement equal to what would be paid to that selected provider for the same
service.
4.0 CLAIMS
4.1 CLAIMS SUBMISSION. Ancillary Service shall submit claims to NHA for
Covered Services witllin a reasonable time of the date of discharge of a Covered
Person or the date of service. NHA shall reprice claims and forward to
respective Payors for prompt payment.
4.2 PROMPT PAYMENT. The Payor Agreement between NHA and Payors shall provide
that Payors shall remit payment for Covered Services statements within thirty
(30) working-days of its receipt
thereof. It shall further provide that in the event a Payor shall fail to
make payment of amounts due under this Agreement, for submitted claims
properly completed, within the thirty (30) working-day period, all packaged
prices and discounts shall be null and void and normal pricing including
providers standard policy with respect to late payments will prevail. A
maximum of forty (40) working-days from date billed by Ancillary Service to
payment received by Ancillary Service will be considered in determining
whetller a discount is applicable.
The thirty (30) working-day limitation will not apply in those cases
where Coordination of Benefits is involved. Such thirty (30) working-day period
may be extended for an additional reasonable time period up to a maximum of
ninety (90) days if Payor requires additional time to investigate whether it is
responsible for such billed charges and provided that Payor has reasonable
grounds to believe that it is not the primary Payor for the services and Payor
has initiated and diligently pursued investigation of other payment sources
prior to the expiration of the initial thirty (30) working-day period. If
payment is not received within the specified time period, Ancillary Service can
xxxx patient for services rendered. Furthermore, the responsible party (patient
or Payor) will be subject to pay Ancillary Service for services rendered at one
hundred percent (100%) of billed charges.
4.3 COORDINATION OF BENEFITS. Ancillary Service shall take reasonable steps
to secure current information from Participants with respect to the existence
and source of other third party liability or coverage for Participants and shall
provide such information to Payor as directed by NHA. Ancillary Service shall
cooperate with Payor and NHA in administering coordination of benefits and other
third party reimbursement provisions and in informing Payor of any erroneous
payments under this Agreement and in refunding such amounts to Payor.
4.4 SUBCONTRACTORS. If any Covered Services are to be performed by a
Subcontractor, the Ancillary Service and the Subcontractor shall enter into a
written contract which expressly provides that the Subcontractor's services are
subject to the same term and conditions as Covered Services hereunder. The
Ancillary Service shall provide NHA, prior to the execution of such Covered
Services as of the effective date of this Agreement and thereafter, with a copy
of any such contract with a Subcontractor that may be entered into after the
effective date of this Agreement, which contract shall be subject to the prior
approval of NHA. Payors shall not pay the Ancillary Service for any Covered
Services provided by a Subcontractor unless, at the time that such Covered
Services are rendered, the Ancillary Service has previously provided NHA with a
copy of the contract between the Ancillary Service and the Subcontractor and
such contract has been approved by NHA.
4.5 PAYOR'S ROLE. Ancillary Service acknowledges that, except for copays,
Ancillary Service shall look to Payor for payment for Covered Services. Nothing
herein shall preclude Ancillary Service's right to pursue payment from Covered
Persons to the extent that it does not receive payment from Payor, unless such
payment has been denied due to a finding that services rendered were not
medically necessary.
4.6 NHA NOT INSURER. Ancillary Service acknowledges that NHA is not an
insurer, guarantor, or underwriter and is not liable for payment to Ancillary
Service for services provided to any person.
5.0 RECORDS
Ancillary Service shall maintain adequate and accurate medical, financial
and statistical records, data and information reasonably required by us for
encounter data, claims processing, coordination of benefits, subrogation,
auditing and other requirements for the administration of all NHA Programs in
accordance with applicable laws, regulations, and practices. Ancillary Service
shall, as permitted by law, make such records reasonably available to NHA. NHA
or Payors will provide reasonable notice and reimbursement to Ancillary Service
for copies of records requested and received.
6.0 STANDARDS
6.1 GOOD STANDING. Ancillary Service shall maintain in good standing all
licenses required by law.
6.2 GENERAL PROVISIONS. All Covered Services provided by the Ancillary
Service to the Participants hereunder shall comply in all respects with any
applicable Federal, State and local statutory or regulatory requirements.
6.3 INSURANCE COVERAGE. Ancillary Service shall have and maintain
professional liability insurance coverage, in a minimum amount of
$100,000/$300,000, with a recognized insurance carrier as a prerequisite to
providing Covered Services to Covered Persons.
6.4 NOTIFICATION. Ancillary Service shall notify NHA promptly of any
noncompliance or anticipated noncompliance with the standards set forth in this
section.
6.5 UTILIZATION REVIEW. In connection with the utilization review services
which NHA has agreed to secure for Payor, the parties acknowledge and agree that
a key component of their efforts to maximize cost containment for the benefit of
Payors is the development of systems and procedures which will closely monitor
and scrutinize the Ancillary Service's practices relating to the utilization of
Ancillary Service's services. It is expressly agreed that in no event shall NHA
render professional medical opinions with regard to particular patients, but
rather that NHA, Payor, Ancillary Service and the entity performing the
Utilization Review shall, in agreement with Ancillary Service establish
effective mechanisms by which Ancillary Service may receive any required
Certification.
7.0 TERM AND TERMINATION
7.1 TERM AND TERMINATION. The term of this Agreement shall begin on the
Effective Date and shall remain in full force and effect until terminated as
herein provided. Either party may terminate this Agreement, with or without
cause, by delivering written notice to the other party not less than ninety (90)
days before the date upon which such termination is to become effective.
7.2 TERMINATION OF INDIVIDUAL PAYORS. Ancillary Service has the right to
terminate any individual Payor under this Agreement upon giving NHA and the
Payor thirty (30) days notice in the case of
Payor's bankruptcy or Payor's failure to pay, or otherwise comply with the
terms of this Agreement. The notice of termination for cause will not be
effective if the breaching party cures the breach to the satisfaction of the
other party within the thirty (30) day notice period. Termination of an
individual Payor shall have no effect on the contractual relationship between
NHA, other Payors or Ancillary Service under this Agreement.
7.3 TERMINATION UPON BREACH. Either party may terminate the agreement for
cause upon the breach of this agreement by the other party not remedied within
thirty (30) days after receipt of notice thereof from the complaining party.
7.4 PROCEDURE UPON TERMINATION. Upon termination of the agreement by either
party for any reason all rights and obligations shall cease, except those that
shall have theretofore accrued as a result of the operation of this agreement.
Upon such termination Ancillary Service shall, to the extent provided in any
plan, continue to provide Covered Services to Covered Persons and Payor shall
continue to reimburse for such Covered Services, for a period not to exceed
ninety (90) days, until the later of the conclusion of any treatment for a
specific condition existing as of such termination and/or the discharge or
transfer of eligible persons receiving such treatment.
7.5 GOVERNMENTAL CONFLICTS. Notwithstanding any other provision of this
Agreement to the contrary (it heing the agreement of the parties that the
provisions of this Section shall supersede, govern and control any conflict
otherwise posed by such other provisions), if the governmental agencies (or
their representatives) which administer Medicare, or if any other federal, state
or local government or agency passes, issues or promulgates any law, rule,
regulation, standard or interpretation at any time while this Agreement is in
effect which prohibits, restricts, limits or in any way changes the method or
amount of reimbursement or payment for services rendered under this Agreement,
or which otherwise affects either party's rights or obligations hereunder,
either party may give the other notice of intent to amend this Agreement to the
satisfaction of the noticing party, to adjust for such prohibition, restriction,
limitation or change. The parties shall use best reasonable efforts to amend the
Agreement accordingly and leave intact as much of the Agreement as possible. If
this Agreement is not so amended in writing within the period such law, rule,
regulation, standard or interpretation allows, this Agreement may terminate.
8.0 GENERAL
8.1 ASSIGNMENT. This agreement may not be assigned, delegated, or
transferred by either party without the prior written consent of the other.
8.2 INDEPENDENT CONTRACTORS. Under this agreement, NHA and Ancillary Service
are independent contractors, and neither party nor its agents or employees shall
have any right or authority to assume or create any obligation on behalf of or
in the name of the other party.
8.3 NOTICES. Any notice given pursuant to this agreement shall be in writing
and shall be delivered personally or sent by certified mail, return receipt
requested, postage prepaid, addressed as follows:
NHA: NATIONAL HEALTHCARE ALLIANCE, INC.
000 X. Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Ancillary Services: MEDIQUIK SERVICES, L.L.C.
0000 Xxxx Xxxx
Xxxxxxx, XX 00000
Attn: President
A notice shall be deemed given on the date it is deposited in the mail in
accordance with the foregoing. Either party may change the address to which to
send notices by giving the other party ten (10) days' prior written notice of
such change.
8.4 SEVERABILITY. The provisions of this agreement shall be deemed
severable, and if any portion shall be held invalid, illegal, or unenforceable
for any reason, the remainder of this agreement shall be effective and binding
on the parties.
8.5 WAIVER OF PROVISIONS. A waiver of any of the terms and conditions hereof
shall not be construed as a waiver of any other terms and conditions hereof.
8.6 GOVERNING LAW. This agreement shall be construed in accordance with the
laws of the State of Texas.
8.7 ENTIRE AGREEMENT. This agreement, including the attached Exhibits,
contains a full and complete expression of the rights and obligations of the
parties, and it shall supersede all other agreements, written and oral,
heretofore made by the parties.
8.8 AMENDMENTS. We reserve the right to amend this Agreement, with exception
of Ancillary Service's right to terminate, by sending Ancillary Service written
notice forty-five (45) days prior to the effective date of any amendment. This
Agreement may otherwise be amended at any time if in writing presented by
certified mail, return receipt requested, and duly signed by both parties.
8.9 ARBITRATION. It is understood and agreed that any dispute, controversy
or question arising under this Agreement shall be referred for decision by
arbitration by an arbitrator selected by the parties. The proceeding shall be
governed by the Rules of the American Arbitration Association then in effect or
such rules last in effect (in the event such Association is no longer in
existence). If the parties are unable to agree upon such an arbitrator within
thirty (30) days after either party has given the other party written notice of
its desire to submit the dispute, controversy or question for decision, each
party shall appoint an arbitrator of its choice within ten (10) days. The
appointed arbitrators will select a third arbitrator. The arbitrators shall hear
the parties and settle the dispute, controversy or question.
Arbitration shall be the exclusive remedy for the settlement of disputes
arising under this Agreement except as otherwise provided. The decision of the
arbitrator(s) shall be final, conclusive
and binding, and no action of law or inequity may be instituted by either
party other than to enforce the award of the arbitrator(s). The prevailing
party will recover the costs of arbitration including reasonable attorney's
fees from the losing party. The non-prevailing party will pay compensation
and expenses of the arbitrator(s) and the arbitration.
8.10 NON-EXCLUSIVITY OF RELATIONSHIP.
8.10.1 This agreement does not preclude NHA from negotiating or entering
into similar agreements with other providers of medical services.
8.10.2 This agreement does not preclude Ancillary Service from
negotiating or entering into similar agreements with other preferred provider
organizations.
8.11 INDEMNIFICATION.
8.11.1 Ancillary Service agrees to indemnify and hold NHA and its
officers, directors, and employees harmless against any and all loss, damage,
and expense, including court costs and attorneys' fees, resulting from and
arising out of claims, demands, or litigation brought against NHA in connection
with any negligent or intentionally wrongful act of Ancillary Service under this
agreement.
8.11.2 NHA agrees to indemnify and hold Ancillary Service and its
officers, directors, and employees harmless against any and all loss, damage,
and expense, including court costs and attorneys' fees, resulting from and
arising out of claims, demands, or litigation brought against Ancillary Service
in connection with any negligent or intentionally wrongful act of NHA under this
agreement.
8.12 NON-DISCLOSURE. Information concerning respective strategies including
rate formulas, marketing presentations and benefit plan design structuring will
be treated as confidential by both parties. Disclosures and/or use of such
information will be made only as necessary to conduct the appropriate respective
marketing and business activities.
8.13 CONFIDENTIALITY. NHA and Ancillary Service shall be subject to all
applicable laws and regulations concerning confidentiality of patient medical
records. NHA and Ancillary Service shall take reasonable precautions to prevent
any unauthorized disclosure of records prepared under the terms of this
Agreement and to ensure that confidentiality rights of Covered Persons are not
abridged.
8.14 DIRECTORIES. Provider consents to the listing of his/her name in the NHA
Provider Directories for those Programs in which Provider is participating, and
shall provide NHA with any other information needed to provide for a specific
account NHA Provider Directory. NHA's Provider Directory may be distributed by
us to regulating agencies, Covered Persons, prospective Covered Persons,
employers, the media, existing or prospective physicians or other health care
providers affiliated with NHA and/or Payor. NHA and/or Payor may release other
identifying information as may be required by state or federal regulatory
agencies.
8.15 STEERAGE. NHA shall maintain a listing of preferred providers through
directories, Internet listings of providers and/or toll-free access to provider
listings; NHA shall seek contracted financial incentives with Payors which
encourage utilization of Preferred Providers; and NHA shall request that NHA be
included on all identification cards. Reimbursement schedules shall apply only
to claims of members of the NHA PPO/EPO networks. Preferred Network Fees and
Services shall not apply to indemnity members.
Accept and agreed to by Ancillary Services and NHA's duly authorized
representatives.
MEDIQUIK SERVICES, L.L.C. NATIONAL HEALTHCARE ALLIANCE, INC.
By: /s/ By: /s/
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Xxx X. Xxxxxx Xxxxxx X. Xxxxxx
-------------------------- ------------------------------
Print or Type Name Print or type Name
General Manager 2/6/98 President 2/6/98
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Title Date Title Date
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Federal Tax ID
PLEASE ENTER FACILITY TAX ID# 76 0550 959
PLEASE ENTER FACILITY TELEPHONE # 713/000-0000
PLEASE ENTER FACILITY FAX #713/000-0000
ANCILLARY SERVICE ATTACHMENT A
NATIONAL HEALTHCARE ALLIANCE, INC.
ANCILLARY SERVICE PARTICIPATING PROVIDER AGREEMENT
Participating Practitioner Members for _MEDIQUIK SERVICES, L.L.C. _ (Ancillary
Service).
NAME SPECIALTY
---- ---------
ANCILLARY SERVICE PPO EXHIBIT 1
NATIONAL HEALTHCARE ALLIANCE, INC.
SCHEDULE OF PREFERRED NETWORK FEES AND SERVICES
ANCILLARY SERVICE: MEDIQUIK SERVICES, L.L.C. FED. TAX ID. 000000000
ADDRESS: 0000 Xxxx Xxxx
XXXX, XXXXX, XXX: Xxxxxxx, XX 00000 TELEPHONE #:
EFFECTIVE DATE: JANUARY 1, 1998
FEE SCHEDULE AUTHORIZATION SIGNATURES:
/s/ Xxx Xxxxxx /s/ Xxxxxx Xxxxxx
--------------------------------- -----------------------------------
ANCILLARY SERVICE NHA
2/6/98 2/6/98
--------------------------------- ------------------------------------
Date Date
-------------------------------------------------------------------------------
PER DIEMS or FEE SCHEDULES PROVIDED TO NHA MEMBERS:
-------------------------------------------------------------------------------
REIMBURSEMENT SCHEDULE: REIMBURSEMENT FOR MEDICALLY NECESSARY COVERED SERVICES
RENDERED TO COVERED PERSONS SHALL BE BASED ON THE LESSOR OF BILLED CHARGES OR
SUCH DISCOUNTS OR FEE SCHEDULES AS FOLLOW:
*
----------------
*This information has been omitted from this exhibit and is subject to a
request for confidential treatment. In accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, such information has been filed
separately with the Securities and Exchange Commission.
ANCILLARY SERVICE EPO EXHIBIT 2
NATIONAL HEALTHCARE ALLIANCE, INC.
SCHEDULE OF EPO AND OCCUCARE NETWORK FEES AND SERVICES
ANCILLARY SERVICE: MEDIQUIK SERVICES, L.L.C. FED. TAX ID. 000000000
ADDRESS: 0000 Xxxx Xxxx
XXXX, XXXXX, XXX: Xxxxxxx, XX 00000 TELEPHONE #:
EFFECTIVE DATE: JANUARY 1, 1998
FEE SCHEDULE AUTHORIZATION SIGNATURES:
/s/ Xxx Xxxxxx /s/ Xxxxxx Xxxxxx
-------------------------------- -----------------------------------
ANCILLARY SERVICE NHA
2/6/98 2/6/98
-------------------------------- ------------------------------------
Date Date
-------------------------------------------------------------------------------
PER DIEMS or FEE SCHEDULES PROVIDED TO NHA MEMBERS:
-------------------------------------------------------------------------------
REIMBURSEMENT SCHEDULE:
REIMBURSEMENT FOR MEDICALLY NECESSARY COVERED SERVICES RENDERED TO COVERED
PERSONS SHALL BE BASED ON THE LESSOR OF BILLED CHARGES OR SUCH DISCOUNTS OR FEE
SCHEDULES AS FOLLOW:
*
----------------
*This information has been omitted from this exhibit and is subject to a
request for confidential treatment. In accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, such information has been filed
separately with the Securities and Exchange Commission.
