PHARMACY SERVICES AGREEMENT
THIS AGREEMENT, to be effective the 1st day of March, 2001, is between FFI Rx
Managed Care, Inc. with corporate headquarters at 0000 Xxxx Xxxxx, Xxxxxxxxx,
Xxxx 00000 (hereinafter referred to "FFI") and XxxxxXxxx.xxx located at 0000
Xxxxxx Xx., Xxxxxxxxx, XX (hereinafter "SPONSOR").
W I T N E S S E T H:
WHEREAS, SPONSOR wishes to provide prescription drug benefits to Eligible
Members entitled to participate under its programs; and
WHEREAS, FFI has developed a managed care system for the processing and payment
of claims for prescription drugs; and
WHEREAS, SPONSOR is desirous of retain the services of FFI for the managed care
of prescription drug benefits furnished to "Eligible Members", and
WHEREAS, SPONSOR has been authorized to acquire agreements, discounts and
relationships which will decrease the subscribers healthcare expense; and
WHEREAS, FFI is a pharmacy network that offers an integrated services and, who
is willing to offer access to SPONSOR subscribers at a discounted rates; and
WHEREAS, SPONSOR is willing to offer the option of SPONSOR subscribers to
purchase their prescriptions from an FFI network pharmacy; and
WHEREAS, in return for SPONSOR efforts to cooperate with FFI, FFI is willing to
offer an integrated on-line national discount pharmacy service to SPONSOR
subscribers; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
I. DEFINITIONS
"ELIGIBLE MEMBER" means any individual (employee, union member, etc.) which
SPONSOR identifies on the Eligible File, as being eligible for coverage under
this Agreement.
"ELIGIBLE DEPENDENT" means the member's spouse and any unmarried dependent
children. Coverage for eligible dependents will be only as specified by SPONSOR
members who enroll dependents directly with FFI.
"ELIGIBILITY FILE MAINTENANCE FORM" means that form or telecommunications method
allowed by FFI and completed by SPONSOR or a tape or diskette (in a format
acceptable by FFI) supplied by SPONSOR which identifies covered members as well
as other eligibility information necessary to administer the program and process
prescription drug claims.
"PRESCRIPTION ORDER" means the legal request for prescription legend drugs
issued by a duly licensed physician defined in this Agreement.
"LICENSED PHYSICIAN" means a licensed Doctor of Medicine (M.D.), or Doctor of
Osteopathy (D.O.), Doctor of Podiatry (D.P.M.) or Doctor of Dentistry (DDS) when
acting within the scope of his/her practice.
"FEDERAL LEGEND DRUGS" means any substance which bears the legend "Caution:
Federal Law prohibits dispensing without prescription" and, for the purposes of
this Agreement, shall include State Restricted Drugs (and Non-Federal Legend
Drugs, Which, according to state law, may not be dispensed in any quantity
without a prescription and compounded prescriptions containing at least one
Federal Legend or State Restricted drug in a therapeutic amount.
"CO-PAYMENT" means that amount of money The member must pay for each
prescription filled or refilled under this Agreement.
"PARTICIPATING PHARMACY" means any pharmacy which desires to provide
pharmaceutical services to members and dependents and who have entered into a
participating pharmacy agreement with FFI.
"AVERAGE WHOLESALE PRICE" (AWP) shall mean the current Average Wholesale Price
in effect on the date the prescription was dispensed as listed in the Industry
Standard References (Medi Span, First Data Bank) for the actual package size
dispensed.
II. DRUG BENEFITS
A. Drugs Coverage and Exclusions. Per Attachment A.
B. Dispensing Quantities.
The amount of a drug which may be supplied per prescription as indicated
in Attachment A.
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C. Refills.
A prescription may be filled up to one year from the time it was issued by
the physician if the physician so authorizes and if allowed by state and
federal pharmacy laws.
D. Co-payment. Per Attachment A.
III. ENROLLMENT VERIFICATION
All eligible members or dependents must present to PARTICIPATING PHARMACY a
properly completed identification card before PARTICIPATING PHARMACY shall be
required to provide services.
SPONSOR will inform FFI with monthly updates, using electronic media or the
necessary allowed forms, of all changes in status of Members (i.e. additions,
terminations, lost cards, etc,).
IV. DEPENDENT COVERAGE
Coverage for eligible dependents will be only as specified by SPONSOR members
who enroll said dependents directly with FFI. Extended coverage is allowed by
SPONSOR for dependents that are students, mentally retarded, physically
handicapped and/or subject to other special conditions. FFI will provide SPONSOR
members with a toll free number to allow for enrollment during FFI normal
business hours.
V. IDENTIFICATION CARD
Custom Identification Card - to be designed.
VI. DUTIES OF FFI
A. FFI will perform the following duties under this Agreement subject to the
performance standards described in Section B below.
1. Receive from all FFI pharmacies and from SPONSOR Members, claim
forms (in National Council of Prescription Drug Program required
electronic format) and other necessary information to process claims
for prescription drugs furnished to Members and their Eligible
Dependents.
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2. Provide all personnel, equipment, and facilities necessary to
perform the claims processing operations for each claim submitted
under this Agreement.
3. Provide data entry of claims. This includes the capability to accept
claims from FFI Participating Pharmacies via on-line transmission.
4. Review claims for approval or disapproval in accordance with the
provisions of the SPONSOR Pharmacy Services Agreement
specifications.
5. Review all claims to determine whether each claim is payable.
6. Maintain complete, current and accurate listings of FFI
participating pharmacies and provider files.
B. FFI agrees to provide all services described in Section A above in a
timely, responsible and professional manner except as to any delays beyond
the reasonable control of FFI.
C. FFI shall provide SPONSOR quarterly with the following report:
Utilization Summary (see Attachment C)
VII. DUTIES OF SPONSOR
SPONSOR shall have the following duties with respect to this Agreement.
1. Provide FFI with information and data necessary, in the form defined by
FFI, to enable FFI to review each claim, including certification of
eligibility of SPONSOR members who submit claims directly, FFI agrees to
provide electronic security for the SPONSOR member database and FFI will
insure access to the SPONSOR member database only by those FFI employees
required to complete the responsibilities of FFI under this contract.
2. SPONSOR will promote the program, to the best of its ability, to all of
its eligible members.
3. SPONSOR will maintain the eligibility file for eligible members.
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VIII. PHARMACY RESPONSIBILITIES/PROCEDURES
A. FFI will enable identified Members and dependents to obtain covered Drugs
Benefits at any FFI Participating Pharmacy. Prescription Orders must be
made by a duly licensed physician, as defined in Section I of this
Agreement.
B. All claims shall be submitted and adjudicated using telecommunication
formats approved by the National Council for Prescription Drug Programs at
the time or prior to the time the Member receives their prescription
order.
C. All original claims shall be submitted at the point of service.
D. Generic drugs will be dispensed whenever possible. If a prescription is
written, generically, PARTICIPATING PHARMACY will dispense a generic
product consistent with the order of the physician and allowed by State
and Federal Laws.
IX. TERMS OF PAYMENT
FFI agrees to classify each SPONSOR subscriber as "eligible member" and all
prescription orders shall be accompanied by payment in full. Nothing herein
contained shall in any way obligate FFI network pharmacy to dispense any
prescriptions without payment as provided above.
X. TERM AND TERMINATION
A. This exclusive Agreement shall remain in full force and effect, unless
otherwise terminated, for a term of three (3) years from its date and
shall be automatically renewed from year to year thereafter. Renewal of
the agreement may be terminated by either party with cause by providing
the other party ninety (90) days written notice, prior to expiration of
the then existing term, sent by certified mail, In addition, this
Agreement may be terminated as provided in Sections B Dr C below.
B. In the event of any material breach of any term of this Agreement, the
non-breaching party may terminate as hereinafter provided. The party
complaining of such breach shall give the other party written notice of
the breach. The breaching party shall have thirty (30) days in which to
correct. Upon failure to correct, the complaining party, may terminate
this Agreement on thirty (30) days written notice.
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Sponsor may terminate this Agreement on thirty (30) days written notice
with or without cause or breach.
C. Neither party shall be liable to the other for any special, consequential
or liquidated damages. Liability of either party to the other in the event
of any material breach of any term of this Agreement shall be limited to
recovery of the loss of any revenues occasioned by any such breach.
XI. CONFIDENTIAL INFORMATION
Neither party shall disclose any information or knowledge concerning the other
party's claims, accounting procedures, or histories, all of which are deemed
confidential information except as otherwise required by law. All data,
information, and knowledge supplied by FFI shall be used by SPONSOR exclusively
for the purposes of performing this Agreement. It is agreed that all computer
programs, flow charts, screens and applications, routines, subroutines, data
banks, and formulae relating to the processing, handling, or treatment of data
developed or brought to the performance of this Agreement by either party in the
processing and payment of claims under this Agreement shall be and remain the
property of the developer. Upon termination of this Agreement, FFI shall return
to SPONSOR all confidential information provided by SPONSOR including, without
limitation, all copies and electronic magnetic versions thereof. Upon
termination the Agreement, SPONSOR shall return to FFI all confidential
information and manual provided to SPONSOR by FFI including, without limitation,
all copies and electronic magnetic versions.
XII. INDEMNIFICATION
Each party to this Agreement agrees to indemnify the other and to save the other
harmless from and against any and all claims (a) arising from or out of the
failure, refusal or neglect of the other party to comply with any of the
provisions of this Agreement and/or (b) occasioned wholly or in part by any act
or omission of the other party, its agents, contractors or employees.
XIII. ARBITRATION
Notwithstanding all controversies in connection with and/or arising out of this
Agreement shall be exclusively settled by arbitration in accordance with the
Rules of the American Arbitration Association. The award of the arbitrator shall
be final and binding on the parties and judgment upon such award may be entered
in any court having jurisdiction thereof. Arbitration
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under the provision shall be conducted in Cleveland, Ohio unless otherwise
agreed to by the parties.
XIV. ACCEPTANCE OF OFFER
Notwithstanding anything to the contrary set forth above, this Agreement shall
not binding upon FFI unless and until the Agreement shall be signed and executed
by a duly authorized officer of FFI. The signing of this Agreement by SUBSCRIBER
constitutes an offer only until the same has been accepted.
XV. PROFESSIONAL
JUDGMENT
Nothing in this Agreement shall be construed to require PARTICIPATING PHARMACY
to dispense any Prescription Medication if, in the pharmacist's professional
judgment, such medication should not be dispensed.
XVI. GENERAL
A. Neither of the parties to the Agreement, nor any of their respective
employees, shall be construed to be the agent, employee or representative
of the other, or liable for any acts of omission or commission on the part
of the other.
B. This Agreement may not be assigned by either party without the express
written consent of the other party.
C. The headings contained in the Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.
D. Both parties reserve the right to and control of the use of their names.
symbols, trademarks or service marks presently existing or hereafter
established.
E. Neither the failure nor any delay on the part of either party to exercise
any right, power or privilege hereunder will operate as a waiver thereof,
nor will any single or partial exercise of any such right, power or
privilege preclude any, other or further exercise thereof, or the exercise
of any other right, power or privilege. In the event either party should
waive any breach of any provision of this Agreement, it will not be deemed
or construed as a waiver of any other breach of the same or different
provision.
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F. The invalidity or non-enforceability of any term or provision of this
Agreement will in no way affect the validity or enforceability of any
other term or provision.
G. Notices shall be in writing and shall be sent by return receipt mail
addressed to the other party at the address shown in this Agreement.
H. This Agreement and the exhibits and schedules attached hereto shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
I. This exclusive Agreement shall be construed according to the laws of the
State of Ohio.
J. Any modification or amendment to this Agreement or additional obligation
assumed by any party in connection with this Agreement shall be binding
only if evidenced in a writing signed by each party or an authorized
representative of each party.
K. This Agreement shall constitute the entire Agreement between the parties
and any prior understanding or representation of any kind preceding this
Agreement shall not be binding upon any party except to the extent
incorporated in this agreement.
L. Each party executing this Agreement specifically warrants and represents
that he or she has full power and authority to execute this Agreement and
that he or she understands the terms of this Agreement. Each person
executing this Agreement represents that he or she has not transferred or
assigned or otherwise conveyed in any manner or form any of the rights,
obligations or claims which are the subject later of this Agreement.
M. Each of the parties represents and acknowledges that they have read this
Agreement and that they understand the same and that they have entered
into this Agreement voluntarily.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
Sponsor FFI Rx Managed Care, Inc.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxx
---------------------------- --------------------------------
Authorized Signature Authorized Signature
Xxxxx Xxxxxx
-------------------------------- ------------------------------------
Name Typed or Printed Xxxx X. Xxxx, R. Ph.
President
-------------------------------- ------------------------------------
Title President
2/23/01 3/02/01
-------------------------------- ------------------------------------
Date Date
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ATTACHMENT A
Drug Coverage and Exclusions:
Subscriber hereby declares the following classification of pharmaceutical goods
to be either included or excluded from coverage in this Agreement:
All formulary federal legend drugs are covered including compounded
prescriptions containing at least one federal legend or state restricted drug.
Network Pharmacies Dispensing Limitations:
The quantity authorized by the prescriber up to and including the lesser of a
ninety-day supply or two hundred (200) uni doses.
Member Copayments: Generic drugs will be dispensed whenever possible.
PFF Network Pharmacies and Wal-Mart Mail Service Pharmacy
If a brand name drug is dispensed: 100% of calculated co-pay amount
If a generic is dispensed: 100% of calculated co-pay amount
The SPONSOR Program is a combination of the aVidaRxTM and femScript(R) along
with the FFI Health Services Managed Care Indemnity Prescription Program. This
program offers consumers and employers the ability to acquire various
pharmaceutical products at significant savings to help manage pharmacy and
health benefits. Currently, the program promotes selected pharmaceutical
products in various drug categories and is updated from time to time. An
Eligible Products and Formulary Guide is attached as Exhibit D.
The SPONSOR member my obtain savings and have their prescriptions filled at any
participating pharmacy. Pharmacies are continually being added and to determine
if a particular pharmacy is enrolled, members can call 0-000-000-0000.
Pharmacies currently enrolled with the program Administrator, FFI Rx Managed
Care, Inc., have agreed to honor the aVidaRx(TM)/femScript(R)/MatureRx(R)
programs.
PARTICIPATING PHARMACY shall collect the full amount of co-payment as indicated
herein from the Member and/or Eligible Dependent for each new prescription or
refill at the time of the purchase.
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Member Packets, Identification Cards and Eligibility Files:
FFI shall provide enrollment support, and agrees to supply each SPONSOR member
with one prescription identification card as part of the member packet. SPONSOR
shall pay FFI $1.50 per Member Packet issued.
Any eligibility submitted by SPONSOR. will be provided in the electronic mode
specified in the file description indicated as Attachment B.
Manufacturer Rebates:
Sponsor will receive an administration fee of 50% of the manufacturer rebates
received and negotiated by FFI for medications covered by manufacturer rebate
contracts under the programs, to enrollees who have indicated at time of
enrollment that they are part of a group noted in Exhibit A. Commissions are
payable 30 days after receipt of rebate funds from participating manufacturers.
FFI shall keep the remainder of the manufacturer rebates received and negotiated
by FFI as payment for the administration of the program for those medications
dispensed by participating pharmacies in the subscriber plans and only for the
medications where FFI has negotiated rebates with manufacturers.
FFI shall have no obligation to provide per prescription fees, if for any reason
the manufacturers rebate funds for the payment of any particular rebate claim or
product are not made available to FFI, and shall have no liability whatsoever
for such nonpayment or for any delay in payment. Therapeutic drug categories,
drug prices and/or Nations are subject to change without notice.
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Payments to FFI and/or Network Participating Pharmacies:
(Per Prescription Pricing)
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AWP Pharmacy FFI Rx
Discount Dispensing Administration
(1) Fee (1) Fee
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Lower of Usual and Customary or See Manufacturer Rebates
Brand: 12% $2.25
Generic: HCFA/MAC $2.25
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Breakdown of Program Features (included in Administration fee)
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On-Line Processing Included
Provider Network Management Included
Concurrent Drug Utilization Review (DUR) Included
Pharmacy/Member Help Desk Included
Formulary Management Included
Generic Enforcement (HCFA/MAC Pricing Equivalent to
Approx. AWP-40%) Included
Member Services (Toll-free) Included
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(1) If this Agreement has any affect whatsoever on the level of reimbursement
PARTICIPATING PHARMACIES receive from any state Medicaid (Title XIX) program,
Section VIII (Payments to FFI) of this Agreement will be immediately
renegotiated and an adjusted so that this Agreement has no affect on the level
of reimbursement PARTICIPATING PHARMACIES receive from the Medicaid Program. The
dispensing fees shall be reevaluated at least annually by SPONSOR and FFI.
SPONSOR and FFI will mutually agree upon any changes. Such changes to the
dispensing fee shall be documented in writing and signed by SPONSOR and FFI.
(2) For mail order prescriptions the AWP discount shall be 17% for Brands and
45% for Generic Products. The per prescription dispensing fee is $1.00 for
either category.
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