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EXHIBIT 10.47
[VISION TWENTY-ONE LOGO]
VISION TWENTY-ONE
A Different Point Of View.
EYE CARE
PROVIDER AGREEMENT
THIS EYE CARE PROVIDER AGREEMENT is made and entered into as of __________
(the "Effective Date") by and between Vision Twenty-One Managed Eye Care, Inc.,
a Florida corporation (Vision Twenty-One), and __________________________,
a __________________________________ ("Provider").
W I T N E S S E T H:
WHEREAS, Vision Twenty-One markets its managed care services to and
negotiates agreements with purchasers and providers of such services, including
various health maintenance organizations (HMOs), preferred provider
organizations (PPOs) and other third party payers; and
WHEREAS, Provider is in the business of providing care to patients
through its staff of professional employees and independent contractors who are
licensed or otherwise authorized to provide such Eye Care Services; and
WHEREAS, Vision Twenty-One desires to engage the services of Provider,
and Provider desires to be so engaged, to provide services (as hereinafter
defined) to persons subscribing with, enrolling in, or otherwise contracting
with all HMOs, PPOs and other health care providers and third party payers with
which Vision Twenty-One Managed Eye Care, Inc. and/or Visionworks, Inc.
contracts such services to be provided under the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, in consideration of the promises, which shall be deemed
to be an integral part of this Agreement and not mere recitals hereto, the
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as
follows:
1. DEFINITIONS.
Whenever used in this Agreement, the following terms shall have the meanings
indicated unless the context requires otherwise:
1.1 "Payment Schedule" means the schedule of payments that Provider has agreed
to accept (if identified in Exhibit A)as compensation for providing services to
Enrollees, the initial schedule (which is subject to change as provided in this
Agreement) being set forth in Exhibit A to this Agreement.
1.2 "Emergency" means an illness or accident in which the onset of symptoms is
both sudden and so severe as to require immediate professional treatment. An
"Emergency" includes a medical emergency of a life-threatening nature or when
serious impairment of functions would result if treatment were not rendered
immediately.
1.3 "Enrollee" means any individual eligible for Eye Care benefits pursuant to
an Enrollee Contract (as hereinafter defined).
1.4 "Eye Care Provider" means a professional employee or independent contractor
of Provider who is licensed or otherwise authorized to provide Eye Care Services
on behalf of Provider.
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1.5 "Eye Care Services" means Medically Appropriate outpatient and inpatient
treatment for services for the diagnosis and treatment of ocular disorders. The
specific Eye Care Services to be provided, and the conditions under which such
services may be provided, shall be specified pursuant to each Enrollee's
applicable Enrollee Contract, and those services may be varied pursuant to
specific provisions contained in such Enrollee Contract.
1.6 "Geographic Area" means the Counties or zip code areas set forth in Exhibit
B.
1.7 "Medically Appropriate" means medical and surgical eye care services or
supplies which are appropriate and necessary for the symptoms, diagnosis or
treatment of an injury or disease and which are: (i) provided for the diagnosis
or direct care and treatment of the injury or disease; (ii) within customary
standards of medical practice within the organized medical community; (iii) not
primarily for the convenience of the Enrollee or of the provider of such
services or supplies; and (iv) an appropriate supply or level of service needed
to provide safe and adequate care.
1.8 "Other Health Services" means health care services and supplies other than
Eye Care Services.
1.9 "Participating Affiliated Provider" means any licensed general or specialty
hospital, or any other facility authorized under applicable state law to provide
services, which has entered into an agreement with the network to provide
medical services to Enrollees and is designated as such from time to time by the
network to Provider.
1.10 "Enrollee Contract" means either the agreement entered into by a Plan and
employees or an agreement entered into by a Plan and enrollees or subscribers,
each of which sets forth covered benefits and eligibility requirements for
Enrollees.
1.11 "Physician" means any individual licensed to practice optometry or
ophthalmology in the State of ___________ per chapters _____________ of the
_________________ Statute.
1.12 Plan" means any HMO, PPO or other health care provider or third party payer
with which Vision Twenty-One forms a relationship and so notifies Provider of
such relationship.
1.13 "Plan Employee" means any individual designated to Vision Twenty-One, and
thereafter designated by Vision Twenty-One to Provider, as a full-time employee
of any Plan.
1.14 "Plan Physician" means a Physician employed by a specific Plan, or under
contract to a specific Plan as an independent contractor, designated as such
from time to time to Vision Twenty-One, and thereafter designated by Vision
Twenty-One to Provider.
1.15 "QA/UR Program" means the quality assessment and utilization review
program, all case management services, policies and procedures, clinical
protocols, and any internal or external peer review system developed,
established and administered by Vision Twenty-One or as otherwise authorized by
Vision Twenty-One.
1.16 "Consultation Form" document to request referrals for services beyond
Provider's scope of services.
1.17 "Third Party Management Services Agreement" means agreement by which Vision
Twenty-One would handle the billing and collection administration for Provider.
2. RESPONSIBILITIES OF PROVIDER.
2.1 Engagement; Scope of Services. Vision Twenty-One hereby engages Provider,
and Provider hereby agrees, to provide services to Enrollees upon receipt of
authorization from Vision Twenty-One. Such authorization from Vision Twenty-One
shall be according to QA/UR program guidelines which have been delivered to
Provider. In addition, the following conditions shall apply:
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2.1.1 Except in an Emergency, any services which involve inpatient services will
be provided at a Participating Affiliated Provider, unless use of a
nonaffiliated entity is approved in advance by the Plan.
2.1.2 If: (a) an Enrollee is referred to Provider for Eye Care Services that are
outside the normal scope of Provider's existing Eye Care practice or that
Provider is reasonably unwilling or unable to provide or to continue providing,
or (b) if an Enrollee requests that Provider cease providing Eye Care Services,
then Provider shall notify Vision Twenty-One of Provider's inability or
unwillingness to provide the authorized Eye Care Services, or treatment, as the
case may be. In that event, Vision Twenty-One shall have the right to substitute
or replace Provider with another qualified professional who shall render the
authorized Eye Care Services.
2.1.3 Provider shall provide Eye Care Services to Enrollees in the same physical
setting and according to the same schedules and in the same manner as such
services are customarily provided to other similarly situated patients. Provider
shall not differentiate or discriminate in the treatment of Enrollees either in
quantity or cost of services rendered, or in any other manner, on the basis of
race, sex, age, religion, place of residence, health status, or source of
payment for services rendered.
2.1.4 All services provided by the Provider shall be provided by professional
personnel and at physical facilities in compliance with any applicable standard
of medical practice, including any rule or regulation of any state or federal
administrative agency, department or other pertinent governing or advisory body
having the authority to set standards for physicians. Additionally, Provider
shall perform all medical services in conformance with the standards for his
specialty as established by the local medical community.
2.2 Emergency Services. Notwithstanding any provision of this Section 2 to the
contrary, Eye Care Services shall be provided to Enrollees without prior
authorization from Vision Twenty-One for such services if, in the opinion of the
attending Eye Care Provider, an Emergency exists. In the event Eye Care Services
are rendered in an Emergency, Provider agrees that consultation with Vision
Twenty-One or, with Vision Twenty-One's approval, a Plan Physician (or other
Plan Employee to which Provider is referred by such Plan) shall be undertaken as
soon as medically reasonable, and no further Eye Care Services shall be rendered
without authorization from Vision Twenty-One for such treatment in accordance
with the provisions of paragraph 2.1 above.
2.3 Referrals for Other Health Services. In the event that any Enrollee referred
to Provider for Eye Care Services is in need of Other Health Services, Provider
shall refer the Enrollee only to the network, or to the Plan Physician (or such
other Plan Employee to which Provider is referred by such Plan) and Provider
shall notify Vision Twenty-One of such action in writing. Provider shall have no
right or responsibility to refer the Enrollee to any other Physician or other
health care provider for such Other Health Services. In the event that Provider
makes any unauthorized referral of an Enrollee for Other Health Services,
Provider shall be solely responsible, and shall reimburse Vision Twenty-One for
any charges, losses, or claims incurred by Vision Twenty-One or the applicable
Plan for medical treatment rendered as the result of such unauthorized referral.
2.4 Services to Plan Employees. Provider hereby further agrees to provide Eye
Care Services to any Plan Employee and his or her covered dependent(s) under any
applicable employee benefit program maintained by a Plan upon receipt of an
authorization for such services from Vision Twenty-One. If so specified by the
applicable Plan, and upon notice to Provider of same from Vision Twenty-One, a
Plan Employee and his or her covered dependent(s) entitled to receive Eye Care
Services under an applicable employee benefit program shall not be required to
pay any co-payment otherwise required of Enrollees under any Enrollee Contract.
2.5 QA/UR Program. Provider shall cooperate with the QA/UR Program implemented
by Vision Twenty-One with respect to Eye Care Services provided to Enrollees,
and to comply with all final determinations rendered in accordance with the
QA/UR Program.
2.6 Grievance Procedures. Provider agrees to notify Vision Twenty-One, and
agrees to require all Eye Care Providers to notify Vision Twenty-One, upon
receipt of any Enrollee complaint received by Provider or any Eye Care Provider.
Provider agrees to cause its Eye Care Providers to cooperate with Vision
Twenty-One and each Plan in the administration of the Enrollee grievance system,
as the same may be set forth from time to time in any Enrollee Contract or any
other information then provided to Provider by Vision Twenty-One.
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2.7 Licenses. Provider hereby agrees to maintain in good standing, and to cause
its Eye Care Providers to maintain in good standing: (a) all licenses or other
authorizations necessary to provide Eye Care Services pursuant to the provisions
of this Agreement, and (b) all licenses or other authorizations required to
participate in the Medicare program under Title XVIII of the Social Security
Act. Provider shall make available to Vision Twenty-One upon request copies of
the currently effective licenses or other authorizations, and Provider shall
notify Vision Twenty-One of any change in the status of same.
2.8 Admission to Practice in Participating Affiliated Providers. Provider hereby
agrees that, when appropriate and requested by Vision Twenty-One, Provider shall
cause its Eye Care Providers to seek staff privileges in any Participating
Affiliated Provider which serves the Geographic Area and which requires that
providers be granted staff privileges prior to admitting patients to or treating
patients in such Participating Affiliated Provider. Provider's failure to seek
or maintain any such privilege shall constitute a breach of a material part of
this Agreement.
2.9 Insurance: Provider and all physicians will at all times throughout the term
of this Agreement maintain professional liability insurance with a carrier
approved by Vision Twenty-One on a reasonable basis in an amount no less than
$1,000,000.00 per occurrence and $3,000,000.00 in the aggregate. Moreover, in
the event that any physician ceases to provide services hereunder, and upon the
termination or expiration of this Agreement, Provider, and each physician whose
insurance is "claims made" insurance rather than "occurrence" insurance will
either (i) purchase "tail" coverage to continue the liability insurance coverage
for the period during which the physician rendered services hereunder or (ii)
continue in full force and effect the same level of liability insurance coverage
on a claims made basis until the longest statute of limitations for professional
liability for acts committed under this agreement has tolled (it is understood
that the Statute of Limitations as to a minor does not begin running until they
reach the age of majority). Provider shall also maintain general liability in
these same amounts. Provider's insurance policy shall cover all professional
personnel who do not maintain their own coverage. Provider and each physician
will deliver to Vision Twenty-One at least annually in advance a certificate of
insurance evidencing the required coverage, both during the term of this
Agreement and thereafter. Upon execution of this Agreement, the Provider shall
provide Vision Twenty-One with evidence of the existence and periods of coverage
of the insurance required by this Section. The Provider shall immediately notify
Vision Twenty-One of any cancellation of or changes in the insurance coverage
required herein and shall provide a certificate of such insurance coverage to
Vision Twenty-One upon reasonable request. Provider agrees to indemnify and hold
Vision Twenty-One harmless from any claims and for all damages incurred by
Vision Twenty-One, including attorneys' fees and costs, due to the failure of
Provider, its employees or agents, to maintain, or require the maintenance of,
the insurance required in this Section.
In addition to the above, Provider will notify Vision Twenty-One in writing
immediately upon notification of any potential claim against Provider that is
required to be made to Provider's insurance company and as to any patient or
actual or potential DBPR complaint or investigation relating to an Enrollee.
2.10 Coverage. If the Provider is to be unavailable to provide Eye Care Services
to Enrollees for whatever reason, including, but not limited to, illness or
vacation, Provider shall arrange for another Participating Affiliated Provider
to cover for Provider. In the case of an emergency, if the Provider must arrange
for coverage and no other Participating Affiliated Provider is available,
Provider may provide coverage through a physician who is not a Participating
Affiliated Provider, if, prior to the beginning of such coverage, Provider
obtains the express written consent of the President of Vision Twenty-One and
the agreement of such covering physician to accept, as payment in full, the fees
negotiated for Provider by Vision Twenty-One.
2.11 Vision Twenty-One Rules and Regulations. Provider shall comply with and be
bound by all reasonable rules and regulations applicable to Provider as
developed and established by Vision Twenty-One from time to time.
2.12 Vision Twenty-One Indemnification. Provider shall indemnify, defend and
hold Vision Twenty-One, its officers, directors and employees harmless from and
against, and in respect to, any and all claims or liabilities, including
reasonable attorneys' fees and costs, that Vision Twenty-One, its officers,
directors and employees shall incur of suffer, which arises our of, results from
or relates to (i) any breach of, or failure by the Provider to perform any of
its representations, warranties, covenants, guarantees or agreements in this
Agreement or in any schedule, certificate, exhibit or other instrument furnished
or to be furnished by Vision Twenty-One under this Agreement; and (ii) any
claims arising from or allegedly arising from the negligence of Vision
Twenty-One, or any of its agents, employees or representatives.
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3. COMPENSATION FOR SERVICES: CHARGES TO ENROLLEES.
3.1 Compensation For Services. As compensation for its rendering of all
authorized Eye Care Services to Enrollees, and for its rendering of all
authorized Eye Care Services to Plan Employees pursuant to any applicable
employee benefit program, Provider shall be paid according to Exhibit A. Payment
shall be made by Vision Twenty-One to the Provider 45 (forty-five) days from
receipt of an approved HCFA 1500, a consultation report if necessary and payment
by the plan. If payment involves a billing to the plan, such billing will be
administered by Vision Twenty-One under a separate Third Party Management
Services Agreement.
3.2 Charges to Enrollees.
3.2.1 In accordance with the terms of each Enrollee Contract, an Enrollee may be
required to make a co-payment, or to participate in the cost of care through a
deductible, for authorized Eye Care Services rendered by Provider. Vision
Twenty-One hereby agrees to notify Provider of the co-payments and any
deductibles required under specific Enrollee Contracts, as well as any changes
in co-payments or deductibles that may be made from time to time. Provider
hereby agrees to use its best efforts to collect any required co-payment or
deductible from each Enrollee, and Provider understands that neither Vision
Twenty-One nor the applicable Plan shall be responsible for payment of any such
amount that Provider fails or is unable to collect.
3.2.2 Provider hereby agrees that it will not, under any circumstances,
including the bankruptcy or insolvency of Vision Twenty-One or any applicable
Plan, xxxx or charge any Enrollee for any amount in excess of any authorized Eye
Care Service rendered by Provider. Furthermore, Provider agrees that Provider
will not xxxx or charge an Enrollee any amount for any treatment that is not an
authorized Eye Care Service unless, prior to providing that treatment (except in
the case of an Emergency), Provider has obtained the written consent of the
applicable Enrollee.
3.2.3 If an Enrollee shall exhaust his or her benefits under any Enrollee
Contract, or if the requested or required services are not authorized by Vision
Twenty-One, then Provider may require the Enrollee to arrange for payment to be
made directly to Provider, and such arrangements shall not constitute a breach
of this Agreement.
4. RESPONSIBILITIES OF VISION TWENTY-ONE.
4.1 Availability of Information. To facilitate Provider's ability to carry out
its responsibilities under this Agreement to make provision for Eye Care
Services only when such services are authorized by Vision Twenty-One upon the
request of a Plan Physician (except in an Emergency), Vision Twenty-One shall
provide the following information to Provider: (a) a current list of all Plan
Physicians with authority to refer Enrollees for Eye Care Services, and updated
lists as same become available; and (b) a list of eye care benefits to which
Enrollees are entitled under applicable Enrollee Contract(s), and the conditions
under which such services may be provided. Furthermore, to facilitate Provider's
ability to recover all co-payments or deductibles to which it is entitled from
Enrollees, Vision Twenty-One hereby agrees that it shall provide to Provider
information regarding changes in required co-payments and deductibles under
existing Enrollee Contracts and information regarding new Enrollee Contract or
prior to the effective date of any new Enrollee Contract.
4.2 QA/UR Program. Vision Twenty-One has developed and utilizes the QA/UR
Program in connection with fulfillment of its responsibilities to the Plans.
Vision Twenty-One may amend the QA/UR Program as it deems necessary to carry out
its functions.
4.3 Grievance Procedures. Vision Twenty-One shall develop and manage grievance
procedures for the Enrollees of each Plan, which procedures may differ for each
Plan, and such procedures may be modified from time to time by Vision
Twenty-One. Vision Twenty-One shall notify Provider of the terms of each
Enrollee grievance procedure upon execution of this Agreement and of any
modifications in any procedure within a reasonable time after such modifications
are made.
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4.4 Obligations. The relationship between Vision Twenty-One and the Provider is
not exclusive and Vision Twenty-One shall be under no obligation to refer
patients to Provider or require Payers to refer patients to Provider. Any fees
paid hereunder shall not be determined in any manner that takes into account the
volume or value of any potential referrals between the parties. No amount paid
hereunder is intended to be, nor shall it be construed to be, any inducement or
payment for referral of patients by Vision Twenty-One to Provider or by Provider
to Vision Twenty-One.
5. BOOKS AND RECORDS.
5.1 Medical Records. Provider hereby agrees, at Provider's cost, to maintain all
appropriate medical records or other eye care records on Enrollees receiving Eye
Care Services. All medical or other eye care records shall be maintained for at
least seven (7) years, in accordance with prudent record-keeping requirements,
and shall meet all requirements of laws or of governmental regulatory agencies.
5.2 Availability of Medical Records. Provider further agrees, to the extent
consistent with legal and ethical limitations, to make available all relevant
medical or other eye care records to any Plan Physician responsible for
continuing treatment of an Enrollee, or any other Plan Employee who may be
permitted access to such records under the laws of the State of ___________, for
the purpose of obtaining copies of the records, such copies to be made at the
expense of Vision Twenty-One or the applicable Plan in an amount not exceeding
actual copy costs to the Provider, for the purpose of continuing treatment of
such Enrollee or for research, litigation defense, quality assurance,
utilization review, case management or audit.
5.3 Government Access to Records. Until the expiration of four (4) years after
the furnishing of Eye Care Services pursuant to this Agreement, Provider shall
make available to the Secretary of the Department of Health and Human Services,
or the Comptroller General of the United States, or to any of their duly
authorized representatives, this Agreement and books, documents and records of
Provider that are necessary to certify the nature and extent of costs incurred
with respect to any Eye Care Services furnished for which payments may be made
under the Medicare and Medicaid programs. Provider further agrees to notify
Vision Twenty-One immediately after receiving a request for access as described
herein.
6. CONFIDENTIALITY; TRADEMARKS AND COPYRIGHTS.
6.1 Non-Disclosure of Confidential Information. Each party (and such party's
respective officers, directors, employees, agents, successors and assigns)
shall, during the term of this Agreement and at all times following the
termination of this Agreement by any means or for any reason whatsoever, with or
without cause, hold any and all Confidential Information in the strictest
confidence as a fiduciary, and shall not, voluntarily or involuntarily, sell,
transfer, publish, disclose, display or otherwise make available to others any
portion of the Confidential Information without the express written consent of
the other party. Each party shall use its best efforts to protect the
Confidential Information consistent with the manner in which it protects its
most confidential business information. "Confidential Information" shall mean
information of either party that shall be subject to patent, copyright,
trademark, trade name or service xxxx protection, or is described as
confidential by such party, or is not otherwise in the public domain and relates
to the business and operations of such party, including, without limitation,
this Agreement and the exhibits hereto, lists of providers, Plans and Enrollees
and information relating thereto, information relating to earnings, volume of
business, methods, systems, practices or plans of a party, and all similar
information of any kind or nature whatsoever which is known only to persons
having a fiduciary or confidential relationship with the party that owns
proprietary rights in or to such information.
6.2 Trademarks and Copyrights; Use of Names. Each party acknowledges the other
party's sole and exclusive ownership of its respective trade names, commercial
symbols, trademarks and service marks, whether presently existing or later
established (collectively "Marks"). Neither party shall use the other party's
Marks in advertising or promotional materials or otherwise without the owner's
prior written consent. All uses of any Xxxx shall inure exclusively to the
benefit of the Mark's owner. Each party reserves the right to terminate any
consent previously given for the use of a Xxxx by providing the other party with
written notice of such termination. In no event shall the party's use of the
other party's Xxxx continue after termination of this Agreement. Each party
acknowledges that any use of the other party's xxxx without the consent of such
other party would cause the owner of such Xxxx irreparable injury, entitling it
to obtain injunctive relief and such other remedies from the infringer as may be
appropriate. Each party hereby grants the other party the right to use its name,
address and telephone number in connection with the other party's obligations
hereunder. Provider hereby authorizes Vision Twenty-One and its Plans to use
Provider's name, and the names of its Eye Care Providers, for promotional and
advertising purposes.
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7. THIRD PARTY REIMBURSEMENT.
7.1 Coordination of Benefits. Provider hereby agrees to comply with all
reasonable record keeping and billing requirements necessary for Vision
Twenty-One and the applicable Plan to coordinate all benefits available to
Enrollees and to secure any available third-party reimbursements, including any
reimbursement from private insurers, Medicare or Medicaid.
7.2 No Billing of Third Parties. Provider hereby agrees that it will not xxxx or
charge any party, other than Vision Twenty-One or an Enrollee, in accordance
with the applicable provisions of Section 3 of this Agreement, for any
authorized Eye Care Services rendered to an Enrollee.
8. TERM AND TERMINATION.
8.1 Initial Term; Renewal Terms. Subject to the provisions on termination as
hereinafter provided, the initial term of this Agreement (the "Initial Term")
shall begin on the Effective Date of this Agreement and shall terminate on
December 31, 1995. Upon the lapse of the Initial Term, this Agreement shall be
renewed automatically for successive one (1) year terms (each such subsequent
one-year term being referred to as a "Renewal Term"), unless either party shall
give the other at least ninety (90) days prior written notice of termination,
with or without cause, such termination to be effective upon lapse of the
current Initial Term or Renewal Term.
8.2 Termination.
8.2.1 Either party may terminate this Agreement upon: (a) the material breach of
this Agreement not remedied within thirty (30) days after written notice of such
breach from the other party. (b) Immediately if the Provider fails to maintain
all licenses required under ________________ law, fails to maintain medical
staff privileges as required herein, fails to maintain insurance as required
herein, or is no longer able to perform Eye Care Services pursuant to this
Agreement, or in the opinion of Vision Twenty-One takes any action or fails to
take action which jeopardizes the health, safety or well-being of any patient.
8.3 Procedure Upon Termination. In the event of termination for any reason, all
rights and obligations hereunder shall cease, except: (a) those provided in this
Section 8 and (b) those which shall have theretofore accrued as a result of the
operation of this Agreement.
8.3. 1In the event of termination, Vision Twenty-One shall remain liable for
payment to Provider pursuant to the terms of this Agreement for authorized Eye
Care Services furnished to Enrollees prior to such termination.
8.3.2 If this Agreement is terminated pursuant to the provisions of paragraphs
8.1 or 8.2 above, Provider agrees that, if requested by Vision Twenty-One, it
will continue to provide Eye Care Services under this Agreement to Enrollees
then receiving treatment from Provider, upon the same terms and conditions,
including compensation, as were in effect immediately preceding the termination
until the services are no longer necessary for the health and safety of that
Enrollee. This provision shall no longer apply to an Enrollee upon: (a)
Provider's receipt of notice from Vision Twenty-One of the transfer of the
Enrollee to another eye care professional or the arrangement by the applicable
Plan of an alternative source of Eye Care Services, or (b) the expiration of the
applicable Enrollee Contract under which the Enrollee is enrolled. As of the
date twelve (12) months after termination of this Agreement, this provision
shall no longer apply to any Enrollee; provided, however, that Eye Care Services
shall be continued for those Enrollees who are hospitalized on the effective
date of termination.
8.3.3 The provisions of this Agreement which require the performance of
obligations by either party after the termination of this Agreement shall
survive such termination.
9. GENERAL PROVISIONS.
9.1 Entire Agreement; Amendment. Except as may be specified otherwise herein,
this Agreement and its exhibits contain the entire agreement of the parties. It
may not be changed orally, but only by an agreement in writing signed by both
parties. In addition, if Vision Twenty-One's contract with any Plan so provides,
any amendment of a material part of this Agreement shall not become effective
until written approval of such Plan is received.
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9.2 Waiver of Breach. The waiver by either party of a breach of any condition of
this Agreement by the other party shall not be construed as a waiver of any
subsequent breach by such party.
9.3 Governing Law. This Agreement shall be interpreted under and construed in
accordance with the laws of the State of _______. Notwithstanding the foregoing,
this Agreement shall be subject to all rules and regulations promulgated at any
time by any state or federal regulatory agency or authority having supervisory
authority over applicable health care providers, and this Agreement shall be
deemed to be amended from time to time to conform therewith. If any provision of
this Agreement is inconsistent with any rule and regulation in effect from time
to time as promulgated by a state or federal regulatory agency or authority
having supervisory authority over health care providers, then the rule or
supervisory authority over health care providers, then Vision Twenty-One shall
provide notice thereof to Provider, and Provider shall have the option to
terminate this Agreement upon thirty (30) days prior written notice to Vision
Twenty-One.
9.4 Assignability: Because if its character as a personal service agreement,
neither this Agreement nor any right or interest hereunder shall be assignable
by a Provider, but shall inure to the benefit of and be binding upon his, her or
its legal representatives and successors. The rights of Vision Twenty-One
hereunder may be assigned.
9.5 Notice. Any notice required or permitted to be given under this Agreement
shall be deemed given upon receipt and shall be sufficient if in writing and if
sent by certified or registered mail, return receipt requested, to the parties
at the following addresses:
To Vision Twenty-One at:
0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000
Attn: President
To Provider at: _________________________________
______________________, _________
Attn: President
or at such other address as either party may from time to time specify in
writing.
9.6 Relationship Between the Parties. Provider is retained by Vision Twenty-One
only for the purpose of and to the extent set forth in this Agreement, and its
relationship with Vision Twenty-One during the term of this Agreement shall be
that of an independent contractor. Provider shall have the full power and
authority to select the means, manner and method of performing its services
hereunder, subject to the QA/UR Program, peer review and grievance procedures of
Vision Twenty-One, and it shall not be considered as being employed by Vision
Twenty-One or as having any other relationship with Vision Twenty-One by reason
of the provisions of this Agreement.
9.7 Compliance with Other Agreements. Each party represents and warrants to the
other that the execution and performance of the obligations imposed on it by
this Agreement will not conflict with, result in the breach of any provision of
or the termination of, or constitute a default under any agreement to which it
is a party or by which it is or may be bound.
9.8 Severability. If any portions of this Agreement shall, for any reason, be
deemed invalid or unenforceable, such portions shall be ineffective only to the
extent of such invalidity or unenforceability and the remaining portion or
portions shall nevertheless be valid, enforceable and of full force and effect.
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9.9 Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute a single instrument.
9.10 No Conflict. The execution and delivery of this Agreement in compliance
with the provisions hereof by each party is hereby represented by each party to
not be in any material respect in conflict with or a default on the part of such
party with respect to any other agreement, arrangement, applicable law,
regulation or court order as to which each such party is subject.
9.11 Arbitration. If a dispute arises out of this Agreement, or in any other
manner between the parties, which the parties cannot resolved by negotiation or
voluntary mediation, then the dispute shall be settled by arbitration. Unless
otherwise provided in this Agreement, the arbitration shall be conducted in
accordance with the rules and regulations of the American Arbitration
Association then in effect. Such arbitration may be initiated by any party by
making a written demand for arbitration on the other party. The demand shall
contain a statement setting forth the nature of the dispute, the amount of
damages involved, if any, and the remedy sought.
Within ten (10) business days of that demand, Vision Twenty-One and Provider
will appoint a mutually agreed upon arbitrator. If the parties are unable to
agree upon an arbitrator, arbitrator(s) shall be selected in the manner provided
for by the American Arbitration Association. The arbitrator will hold a hearing
and decide the matter within thirty (30) days after his or her appointment.
Arbitration proceedings shall take place in Clearwater, Florida. The results of
the arbitration will be final and binding on both parties. Judgment upon an
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. Any counterclaim, cross-claim or third-party claim for
indemnity or contribution between Provider and Vision Twenty-One in any
Enrollee's action against Provider or Vision Twenty-One is expressly excluded
from this arbitration clause, unless Enrollee's entire action is judicially
required to be submitted to arbitration.
If either party brings an arbitration (or equitable action, as permitted under
this Section of the Agreement) regarding any dispute arising out of this
Agreement, the non-prevailing party shall pay all reasonable attorneys' fees
incurred by the prevailing party in connection with such arbitration or action.
Costs of any arbitration, including any fees of the arbitrator, shall be shared
by the parties.
9.12 Agreement Participation. In that each party has participated in the
decision to enter the terms of this Agreement, the terms of this Agreement shall
not be construed against Vision Twenty-One.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the day
and year first above written.
WITNESSES:
VISION TWENTY-ONE MANAGED EYE CARE INC.
By:
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President
P.A.
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Provider
By: President
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