PHYSICIANS CARE FOR CONNECTICUT, INC.
ACUTE HOSPITAL AGREEMENT
This Agreement is between PHYSICIANS CARE FOR CONNECTICUT, INC.
("Physicians Care"), a Connecticut corporation, licensed as a health
maintenance organization (HMO) under the laws of the State of
Connecticut, and _________________________________ ("the Hospital"), a
facility duly licensed under the laws of the State of Connecticut.
WHEREAS, Physicians Care desires to purchase, on behalf of Physicians
Care Members, certain inpatient and outpatient hospital services
[and hospital-based professional services]; and
WHEREAS, the HOSPITAL desires to contract with Physicians Care to provide
such services to Members.
NOW THEREFORE, Physicians Care and the HOSPITAL agree as follows:
1.0 DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
1.1 Covered Services: The medical services and benefits for which a
Member is eligible under the applicable Subscriber Agreement. Except as
specifically stated in the applicable Subscriber Agreement, only (i)
services that are Medically Necessary and provided or authorized by a
Member's Primary Care Physician or (ii) Emergency Services, are Covered
Services. The terms used herein shall have the same meaning in
this Agreement as those specified in the applicable Subscriber Agreement
unless there is a conflict, in which case the Subscriber Agreement shall
control.
1.2 Emergency Services: Health care services required in the event of
the sudden onset of a condition that requires immediate medical or
surgical care to prevent death or permanent impairment of the Member's
health, or where taking the time to call his or her Primary Care
Physician might place the Member's life in danger. Heart attack, stroke,
poisoning, loss of consciousness or convulsions are examples.
1.3 Inpatient Hospital Services: All hospital services, including
ancillary services (but not including separately billed professional
services) associated with inpatient care.
1.4 Medicaid: A program under which Physicians Care membership is
provided to persons eligible for Medicaid benefits in return for periodic
payments to Physicians Care by the Connecticut Medicaid agency.
1.5 Medically Necessary: Those medical services that are essential for
the treatment of a Member's medical condition and are in accordance with
generally accepted medical practice.
1.6 Medicare Risk Program: A program under which Physicians Care
membership is provided to Medicare-eligible beneficiaries in return for
-2-
prospective payments to Physicians Care by the Health Care Financing
Administration and/or the enrolled member.
1.7 Medicare Supplement Program: A program under which Physicians Care
membership is provided to Medicare-eligible beneficiaries. Medicare is
the primary payor, and Physicians Care is financially responsible for
supplemental coverage in accordance with the Medicare Supplement Program
Agreement.
1.8 Member: A Member means a person entitled to receive medical and
hospital services and/or financing of such services through Physicians
Care pursuant to the terms of an effective and applicable Subscriber
Agreement. For purposes of this Agreement, a Member includes any person
for whom Physicians Care is legally obligated to provide, arrange to
provide and/or underwrite health care or administrative services.
1.9 Outpatient Hospital Services: All hospital services provided on an
ambulatory basis, including, but not limited to emergency room services,
surgical day care and outpatient ambulatory procedures, but not including
separately billed professional services.
1.10 Physicians Care Administrative Manual ("Manual"): This Agreement
incorporates by reference, as fully set forth herein, the Manual in
effect on the date hereof
-3-
and as modified by Physicians Care in its sole discretion. The Manual
includes, but is not limited to, claims submission procedures, discharge
planning procedures, and Hospital recredentialing criteria. Hospital
acknowledges receipt of the Manual. In the event of conflict between the
Manual and this Agreement, this Agreement shall control.
1.11 Physicians Care Physician: A physician who maintains a contractual
relationship with Physicians Care to provide or arrange to provide
comprehensive health care services to Members.
1.12 Primary Care Physician: A specialist in internal medicine, family
practice, or pediatrics who is under contract with Physicians Care to
provide and authorize a Member's care.
1.13 Self-Funded Employer (Self-Insured Employer): An Employer that
contracts with Physicians Care for the provision or arrangement of
managed care medical services and other related administrative services
for its eligible employees, dependents and/or retirees whereby the
Employer assumes financial risk for claims incurred by those participants.
1.14 Subscriber Agreement(s): The contract(s) under which Physicians Care
is legally required to provide Covered Services to a Member. Physicians
Care shall provide the Hospital with copies of Subscriber Agreements upon
written request.
-4-
2.0 HOSPITAL SERVICES AND AUTHORIZATION REQUIREMENTS
2.1 The Hospital will provide Members with Covered Services to the
extent customarily provided by the Hospital. If the Hospital plans to
modify or delete services that are usually and customarily provided, or
add services for its patients not in effect as of the effective date of
this contract, the Hospital will provide prior written notice to
Physicians Care of such changes.
Priority and access to services for Members will be determined on the
same basis as for other patients, according to the severity of medical
need and availability of accommodations. The Hospital agrees to provide
Covered Services to Members in accordance with generally accepted
standards of patient care. The Hospital will provide the same quality of
care to Members as it provides to its other patients.
2.2 In the event that a Member requires Emergency Services, the Hospital
will provide or arrange for such services and will notify Physicians Care
as soon as practical (but no longer than the later of twelve (12) hours
or the next business day) following the provision of Emergency Services
to permit Physicians Care to notify the applicable Primary Care Physician
to coordinate further delivery of care. Whenever Emergency Services are
provided or arranged, the Hospital shall furnish Physicians Care with
information on care provided and patient status. The Hospital shall also
notify and provide Physicians Care with the status and likely disposition
of any patients being cared for by the Hospital's Emergency Room.
-5-
2.3 In the event that admission is deemed necessary following the
provision of Emergency Services, Physicians Care authorization must be
obtained for the admission. This authorization is separate from the
notification for Emergency Services and must be obtained prior to
admitting the patient, unless the delay would endanger the patient. If
patient condition does not permit prior authorization of admission, the
Hospital must contact Physicians Care within twelve (12) hours of the
admission or the next business day to obtain authorization. The
notification to Physicians Care in and of itself does not constitute
authorization.
2.4 In the event that follow-up services, but not an admission, are
believed to be necessary by the Hospital or its physicians following the
provision of Emergency Services, Physicians Care authorization must be
obtained. This authorization is separate from the notification for
Emergency Services and must be obtained prior to treating the patient for
follow-up care.
3.0 HOSPITAL FINANCIAL RESPONSIBILITIES
3.1 In the event that the Hospital provides or arranges for Services to
a Member, (except a Point of Service Plan Member receiving Out-of-Network
Services), without Physicians Care authorization and not otherwise
constituting Emergency Services as defined in this Agreement, the
Hospital must seek payment from such Member or other responsible party,
and Physicians Care shall not be responsible for payment for such
-6-
services. In the event of admission following Emergency Services,
Physicians Care will not be responsible for payment of unauthorized days
if the notification procedures outlined in Section 2.2 were not followed.
Under these circumstances, the Hospital cannot xxxx the Member for
payment of these services.
3.2 The Hospital shall submit claims to Physicians Care within ninety
(90) days from the date of service; however, claims may be submitted
later than ninety (90) days but not more than one (1) year from the date
of service, if accompanied by documentation indicating good cause for
late filing. Physicians Care shall determine good cause in its sole
discretion and shall not be obligated to pay claims submitted more than
ninety (90) days from date of service without good cause for delay or
claims submitted more than one (1) year from the date of service. The
Member may not be billed for such services. Claims shall be submitted in
accordance with the procedures and requirements set forth in the Manual.
This includes the requirement that all claims shall be submitted on an
UB-82 or UB-92 form, with all appropriate ICD-9 and CPT codes.
3.3 Except as specifically set forth herein, the Hospital will look
solely to Physicians Care for payment for Covered Services provided to
Members. The Hospital will not assert any claim or demand on Members or
employers of Members (except for Self-Funded Employers in accordance with
Section 4.10 of this Agreement), for
-7-
compensation for Covered Services, whether or not payment has actually been
received from Physicians Care.
3.4 When rendering Covered Services, the Hospital may collect and retain
from Members, at the same time services are provided, any applicable
copayment or deductible as set forth in the applicable Subscriber
Agreement. Payments to the Hospital shall be net of any applicable
copayments or deductibles payable by Members for Covered Services,
whether or not the Hospital collects such payment.
3.5 Physicians Care will be responsible for payment for Covered Services
if the patient is an active Member and eligible for such service on the
date of treatment. Physicians Care reserves the right to deny or recover
payment if after receipt of a claim it is determined that the patient was
not a Member on the date of service. The Hospital may xxxx the patient
or his or her insurance carrier directly for those non-reimbursed
services furnished to the patient. [Retroactive termination policy]
3.6 The Hospital may xxxx a Member for services furnished to a Member if
(1) the services were not authorized by a Physicians Care Physician
(except Emergency Services), (2) the services were not Covered Services
and the Member was advised that the services were not Covered Services
prior to their provision, or (3) the Member did not identify himself or
herself as a Member.
-8-
3.7 Physicians Care assesses the appropriateness of inpatient care using
clinically recognized criteria, such as the Managed Care Appropriateness
Protocol (MCAP). If through its utilization management program,
Physicians Care determines that any portion of a hospital stay is not
Medically Necessary, Physicians Care, at its discretion, will not be
financially responsible for said portion of the hospital stay.
3.8 The Hospital agrees that, in the event of the insolvency or
bankruptcy of Physicians Care, the Hospital shall not seek payment from
Members who have received Covered Services pursuant to this Agreement
whether or not payment has actually been received for such services, and
whether or not this Agreement remains in effect. The Hospital's sole
redress shall be against the assets of Physicians Care as applicable
under this Agreement. In the event of insolvency on the part of
Physicians Care, the Hospital agrees to continue to provide services to a
Member who is an inpatient until the Member is discharged based on
medical appropriateness.
4.0 RATES AND PAYORS' FINANCIAL RESPONSIBILITIES
4.1 Physicians Care will pay the Hospital for authorized Inpatient
Services and Outpatient Services, and the Hospital shall accept from
Physicians Care in full and final satisfaction for all Hospital Inpatient
Services and Outpatient Services rendered hereunder, fees and charges as
specified in Exhibit A, which is by reference expressly incorporated
herein.
-9-
4.2 Pre-Admission Testing: The cost of any diagnostic, consultative or
other services related to an inpatient admission performed by the
Hospital, or by a wholly-owned or controlled subsidiary or affiliate of
the Hospital, within seven (7) days immediately preceding the admission
shall be included in the Inpatient Services rates of payment.
4.3 If Physicians Care and the Hospital have not reached agreement on
rates for Medicare Risk Program Members, Physicians Care may pay the
Hospital for Inpatient Services at the then applicable Medicare DRG rates
of payment in accordance with Section 4012 of the Omnibus Budget
Reconciliation Act of 1987 in full satisfaction of its obligations
hereunder.
4.4 For Covered Services provided to Medicare Supplement Program Members
who are covered by Medicare or Physicians Care, as applicable, Physicians
Care shall reimburse the Hospital solely for the Medicare copayment and
deductible that would be payable by the Medicare enrollee for such care
(or the full contract rate, if lower). For any Covered Services that
Medicare does not cover, the Hospital shall be reimbursed at the contract
rates, as set in Exhibit A.
4.5 Physicians Care may pay the Hospital for Covered Services for
Connecticut Medicaid Members at the rates that the Hospital has
contracted with the Connecticut Medicaid agency for such services.
-10-
4.6 All rates of payment, as listed in Exhibit A, are applicable to all
Member, except as otherwise indicated.
4.7 For hospitals licensed in Connecticut, all rates of payment, as
listed in Exhibit A, are inclusive of any free care surcharge as may be
required to be itemized on Hospital bills to payors in accordance with
any state law regarding uncompensated or free care pool. If the
Connecticut Medicaid agency regulations or other legal mandates prohibit
the inclusion of any uncompensated or free care surcharge in the rates of
payment listed above, then those rates will be reduced by the amount of
the uncompensated or free care surcharge.
For hospitals licensed out of state, all rates of payment, as listed in
Exhibit A, are inclusive of any surcharges, taxes, or similar fees
required to be itemized or otherwise incorporated into or added onto
Hospital bills to payers in accordance with laws that may be enacted in
the provider hospital's state.
4.8 Hospital agrees to accept payments for Inpatient and Outpatient
Services according to the guidelines as specified in the Manual.
Physicians Care will pay the lower of billed charges or the rate set
forth in Exhibit A. Physicians Care may revise the outpatient Physicians
Care Fee Schedule(s) from time to time in accordance with industry
practice, including but not limited to such revisions as the addition or
deletion of procedural codes.
-11-
4.9 Notwithstanding any other provisions of Section 3 or 4 of this
Agreement, Physicians Care shall not be liable under this Agreement for
payment of Covered Services that are the financial responsibility of a
Self-Funded Employer. The Hospital shall look to the responsible
Self-Funded Employer for payment for any non-reimbursed Covered Services.
4.10 Physicians Care's may engage a third-party auditing firm to verify
the accuracy of Hospital claims. The Hospital shall cooperate with
Physicians Care and its auditor under the procedures as set forth in the
Manual. For DRG-based reimbursement, Physicians Care reserves the right
to validate inpatient claim information (including diagnosis procedure
code) used to determine DRG assignment by Physicians Care, and to adjust
payments to the Hospital based on corrections to claim information.
5.0 PAYMENT FOR MEMBERS ELIGIBLE FOR OTHER INSURANCE
5.1 Hospital agrees to comply with generally accepted practices and
procedures for coordination of benefits, and third party liability
recovery and to assist Physicians Care with such programs. Hospital will
collect information concerning duplicate coverage, workers compensation
and personal injury liability at the time of admission, and provide such
information to Physicians Care in a timely manner.
-12-
5.2 Hospital shall xxxx the primary payor directly, and provide
Physicians Care with copies of all primary payor payments and outstanding
claims. Physicians Care will pay the remaining balance for Covered
Services provided to Members whose primary insurer is not Physicians Care
after the primary payor's full liability has been determined (full
liability equals the primary payor's payment plus the primary payor's
contractual allowance). In no event will Physicians Care pay more than
if it were the primary payor, and Physicians Care's secondary liability
as payor shall be determined based on the rates set forth in Exhibit A.
If Physicians Care makes payment to the Hospital and it is subsequently
determined that Physicians Care is not the primary payor, the Hospital
shall reimburse Physicians Care for such payments.
5.3 Notwithstanding the above and in accordance with state regulation,
Physicians Care shall not have liability, either as the primary or
secondary payor, under this Agreement, unless the services are Covered
Services under this Agreement and unless the Hospital has complied with
all other terms of the Agreement.
6.0 PROFESSIONAL STAFF; PHYSICIAN CREDENTIALING AND RECREDENTIALING
6.1 The Physicians Care Medical Director shall be responsible for
representing Physicians Care Physicians in their relationship with the
Hospital and will assume general oversight of Physicians Care's
responsibility with respect to the provision of services pursuant to this
Agreement. The Hospital agrees to consider applications from
-13-
qualified Physicians Care Physicians for appointment to the Hospital Staff
and for delineation of privileges in accordance with the Bylaws, rules,
regulations and policies of both the Hospital and its Medical Staff.
6.2 A Physicians Care Physician who has been appointed to the Hospital
medical staff under Section 6.1 shall have the opportunity to provide
medical care to Members at the Hospital within the scope of any
applicable privilege. Any professional services required with respect to
any service or admission (such as consultation services) that cannot
appropriately be delivered by a Physicians Care Physician who has been
appointed to the Hospital staff may be provided by an appropriate
physician on the Hospital staff according to the usual Hospital protocols
and rules for referral and in accordance with any separate agreements
which may exist between the Hospital physicians and Physicians Care for
physician services.
6.3 Each physician who is a member of the medical staff of the Hospital
providing services under this Agreement shall maintain his or her status
as a duly licensed physician under the laws of Connecticut and shall
continue to be Board Certified or Board Eligible in their respective
practicing specialty. Hospital agrees to provide Physicians Care, on
written request, with a current list of staff physicians and their
medical staff classifications.
-14-
6.4 Physicians Care may request credentialing and recredentialing
information from the Hospital regarding Physicians Care Physicians
(either current Physicians Care Physicians or physicians who have applied
to become Physicians Care Physicians) who are on the medical staff of the
Hospital. Pursuant to each physician's release and waiver, in accordance
with the regulations of the Connecticut Board of Medicine and as supplied
by Physicians Care, the Hospital shall provide written confirmation that
the physicians in question have been credentialed by Hospital, and are
members of the Hospital staff in good standing; and the Hospital shall
provide a copy of each physician's application for medical licensure or
renewal of medical licensure, whichever is most recent. The Hospital
shall provide whatever additional information may be required in
accordance with Board of Medicine regulations.
To the extent the Hospital has knowledge, it shall immediately notify
Physicians Care in the event that a Physicians Care Physician is censured
or reprimanded by any health care facility (and such discipline is
reportable to the Board of Medicine) or has his or her privileges at any
health care facility suspended, revoked, restricted, made probationary,
or otherwise diminished in any way, including resignation or nonrenewal,
or is subject to any disciplinary action by the Board of Registration.
Physicians Care shall be notified of any medical malpractice claim or
potential medical malpractice claim against the Hospital or its
physicians by any Physicians Care Member.
-15-
7.0 REPORTING REQUIREMENTS; MEDICAL RECORDS
7.1 The Hospital shall make available to Physicians Care the information
specified in the Reporting Requirements section of the Manual, and shall
comply with such procedures specified therein.
7.2 Upon request, the Hospital agrees to provide Physicians Care with
copies of Members' medical records, except where specific member consent
is required by law. Physicians Care represents that patient consent for
release of patient records has been obtained by Physicians Care as part
of its enrollment process and the Member's acceptance of the Subscriber
Agreement.
7.3 During the term of this Agreement, and for a period of seven years
thereafter, Hospital will allow Physicians Care to have access to their
Members' medical records relating to services provided under this
Agreement.
7.4 In addition, upon reasonable request and at reasonable times,
Physicians Care and the Hospital shall make available to the other for
review and copying any additional records, patient charts, and other
medical or billing documents or information as may be deemed relevant to
any determination required by this Agreement, or as may be requested by
Physicians Care for medical purposes, quality assurance or utilization
review purposes, pursuant to any legal or regulatory
-16-
requirements. All parties shall treat such information confidentially
pursuant to Section 1 9.0 of this Agreement and in accordance with law.
7.5 The Hospital will be reimbursed for copies of any documents
requested pursuant to Section 7 of this Agreement at the rate of $
per page.
8.0 UTILIZATION MANAGEMENT/ CASE MANAGEMENT/ QUALITY ASSURANCE
8.1 The Hospital shall cooperate with and assist Physicians Care in its
case management/quality assurance and utilization management functions.
The Hospital shall provide on-site privileges for Physicians Care's
liaison nurses, continuing care nurses, patient care coordinators, and/or
social workers upon Physicians Care's request, including unrestricted
access to medical records, unrestricted access to Members and hospital
staff, and authority to input into the Hospital medical record, when in
accordance with the Bylaws of the Hospital. The Hospital shall allow
Physicians Care's liaison nurses, continuing care nurses, patient care
coordinators, and/or social workers work spare access including desk
space, telephone access, spare for a computer terminal, and secure space
for personal belongings.
-17-
8.2 The Hospital shall cooperate with Physicians Care in level-of-care
decision-making and discharge planning in accordance with the discharge
planning procedures outlined in the Manual. The final decision of
level-of-care for purposes of determining reimbursement by Physicians
Care shall be made by Physicians Care.
8.3 The Hospital shall treat Physicians Care Members the same as any
other Hospital patients in making available to such patients social
services (e.g., assistance with Medicaid applications, family counseling,
and advice and assistance in obtaining other non-medical post-discharge
services and continuing care services.)
8.4 The Hospital shall not exclude Members from its utilization
management, quality assurance and discharge planning programs and will
notify Physicians Care of Members referred to its Quality Assurance
Review Committee.
9.0 HOSPITAL RECREDENTIALING PROGRAM
9.1 The Hospital agrees to cooperate with and participate in any
Physicians Care Recredentialing Requirements as set forth in the Manual.
The Hospital agrees to provide the required information and documentation
in a timely manner as specified in the Manual.
10.0 TERM AND TERMINATION
10.1 This Agreement shall be effective as of ___________________________
and shall continue
-18-
in effect through ______________________________ (the "Term") and shall
be automatically renewed under the same terms and conditions for
successive one-year terms (each referred to as a "Renewal Term"), unless
terminated upon written notice given at least ninety (90) days prior to
the end of the Term.
10.2 The Hospital fees for services to Physicians Care Members specified
in Exhibit A shall be effective for the Term of this Agreement. Should
the parties be unable to agree upon the schedule of fees and charges
within ninety (90) days after the start of any Renewal Term, the Hospital
will be reimbursed in accordance with the reimbursement schedule in
effect on the last day of the Term, until a new reimbursement schedule is
finalized or unless the Agreement is terminated as provided in Section
10.1.
10.3 Physicians Care shall continue to pay for Covered Services provided
to Members hospitalized at the time of termination of this Agreement in
accordance with the terms and rates in effect on the date of termination
and until there can be a medically appropriate discharge.
10.4 This Agreement shall be terminated immediately upon receipt of
notice of any of the following: 1) material breach, where the material
breach is not resolved or cured within thirty (30) days of receipt of
written notice of the alleged breach; 2) fraud and misrepresentation; 3)
loss, limitation or suspension of the Hospital's license, JCAHO
-19-
accreditation, or qualification under Medicare or Medicaid; 4) where
either party (i) makes a general assignment for the benefit of creditors,
(ii) suffers or permits the appointment of a receiver for its business or
assets, (iii) avails itself of, or becomes subject to, any proceeding
under the Federal Bankruptcy Act or any other statute of any state
relating to insolvency or the protection of the rights of creditors.
11.0 NOTICES
All legal notices or other communications provided for or required by
this Agreement shall be given by each party to the other parties in
writing addressed to the parties as set forth below, or to such other
addresses as each party may designate by written notice:
To Hospital:
To Physicians Care:
12.0 SEVERABILITY
If any term, provision, covenant or condition of this Agreement is
invalid, void or unenforceable, the rest of the Agreement shall remain in
full force and effect. The validity or enforceability of any term or
provision hereof shall in no way affect the validity or enforceability of
any other term or provisions.
-20-
13.0 INTEGRATION AND AMENDMENTS
13.1 This Agreement (and its Exhibits and Appendices) contains the
complete understanding and agreement between the parties and supersedes
all representations, understandings or agreements prior to the execution
hereof.
13.2 No waiver, alteration, amendment or modification of this Agreement,
(except to the Manual and except as otherwise noted), shall be valid
unless in each instance a written memorandum specifically expressing such
waiver, alteration, amendment or modification is made and subscribed by a
duly authorized officer of the Hospital and a duly authorized officer of
Physicians Care.
14.0 LIABILITY INSURANCE
The Hospital shall procure and maintain professional liability insurance
(medical malpractice) in the amount of at least $1,000,000/$3,000,000,
and ensure that its physicians maintain such insurance for the duration
of this Agreement. Physicians Care shall procure and maintain
professional liability insurance (medical malpractice) in the amount of
at least $1,000,000/$3,000,000, and the Hospital agrees to procure and
maintain comprehensive general liability in an amount commensurate with
industry standards. The parties shall immediately report to the other
any lapse or modification in such coverage.
-21-
15.0 USE OF NAME
The Hospital agrees to designation as a participating Hospital in
Physicians Care Member or marketing materials and the parties agree to
the listing of each other's name, address, telephone number and
description of facilities and services in each other's brochures and
literature.
16.0 MEMBER COMPLAINTS
16.1 Physicians Care and the Hospital agree, to the extent permitted by
law, fully to advise each other of any Member complaint, grievance or
claim known to that party relating to services provided under this
Agreement.
16.2 Physicians Care maintains a grievance process for Members in
accordance with applicable state and federal law, and the applicable
Subscriber Agreement. Hospital agrees to cooperate with Physicians Care
in its resolution of Member complaints and grievances.
17.0 INDEMNIFICATION
17.1 The Hospital shall indemnify and hold harmless Physicians Care from
and against any claims, demands, costs, or expenses (including reasonable
attorney's fees) arising from or based on acts or omissions of the
Hospital or its agents or employees
-22-
under this Agreement, provided that the Hospital shall have no liability to
Physicians Care under this subsection unless the Hospital is promptly
notified in writing of all claims asserted and actions instituted against
Physicians Care and is given the opportunity to defend the same at its own
cost and expense.
17.2 Physicians Care shall indemnify and hold the Hospital harmless from
and against any claims, demands, costs or expenses (including reasonable
attorney's fees) arising from or based on acts or omissions of Physicians
Care or its agents or employees under this Agreement, provided that
Physicians Care shall have no liability to the Hospital under this
subsection unless Physicians Care is promptly notified in writing of all
claims asserted and actions instituted against the Hospital and is given
the opportunity to defend the same at its own cost and expense.
18.0 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which will be deemed to be an original, but all of which together shall
constitute the same instrument.
19.0 PROPRIETARY INFORMATION
Each party to this Agreement shall protect the confidentiality of
proprietary business information, Member medical record information, and
any other confidential information disclosed to it by any other party
under this Agreement, and labeled as such, including but not limited to
financial information, fees, and rates contained in this
-23-
Agreement and Exhibit A, and shall take all reasonable measures to
prevent any of its agents, employees, independent contractors, or any
other person involved in doing business with or controlled by the party
involved from disclosing or transmitting to any person or entity any of
such information; provided, however, that nothing herein shall prohibit a
party from disclosing or transmitting information to the extent necessary
under the terms of this Agreement or as required by law. This provision
shall not apply to any information which is now in, or subsequently
enters the public domain, provided that a party has not, in violation of
this provision, disclosed or caused to be disclosed such information so
as to make it public or to enter the public domain.
IN WITNESS WHEREOF, Physicians Care and the HOSPITAL have executed this
Agreement by their respective duly authorized officers.
PHYSICIANS CARE FOR CONNECTICUT, INC. HOSPITAL
BY:______________________________ BY:______________________________
DATE:___________________________ DATE:___________________________
-24-
