TPA CONTRACT
This agreement is entered into between Rockport Community Network,
Inc., a Nevada Corporation (hereinafter called "RCN") and Humana Workers'
Compensation Services, Inc., a Kentucky corporation (hereinafter called "TPA").
WHEREAS, RCN has entered into contracts with various healthcare providers
to establish the costs of services to be provided; and
WHEREAS, RCN is an affiliate company of Rockport Healthcare Group, Inc.
(RHG) and shares common provider contracts with RHG and its subsidiaries; and
WHEREAS, TPA provides its clients who cover their employees or insureds
under the applicable workers' compensation laws as required by the various
states with various services; and
WHEREAS, TPA desires to provide its clients with the cost containment
services of RCN with healthcare providers in the areas in which it operates; and
WHEREAS, RCN is willing and able to provide such services,
NOW THEREFORE, in consideration of the mutual promises herein and
intending to be legally bound hereby the parties agree as herein follows:
12. DEFINITIONS
d) CLIENT means a union, employer, association, individual or insurance
company that covers or is responsible for the workers' compensation
benefits for its employees or insureds.
e) NETWORK means the providers of healthcare services contracted by RCN
and its affiliates.
f) PROVIDER means a facility or healthcare professional who for a fee
provides healthcare services or supplies to the public.
13. RCN DUTIES AND OBLIGATIONS
i) RCN will negotiate contracts with certain healthcare providers,
thereby reducing the charges for services rendered by these
Providers. RCN agrees to meet the reasonable needs of the TPA to
customize the network as mutually agreed between RCN and client.
j) RCN will provide the administrative services necessary to maintain
these Network Provider contracts. RCN also agrees to provide
reasonable training to TPAs front line supervisors to increase
utilization of the network. RCN also agrees to provide a toll free
800 number for assistance in locating network providers.
k) RCN will reprice, for TPA's clients, all xxxxxxxx submitted which
were incurred in the Network. All bills received by RCN will be
repriced and returned within 72 hours of receipt.
l) RCN will provide TPA with a xxxx-by-xxxx exhibit and a monthly
report of savings realized through RCN's repricing program.
m) RCN will provide TPA's clients with an initial set of laser quality
directories and quarterly updates thereafter. RCN will provide
geographic specific directories at each of the Client's business
facilities or employee sites.
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n) RCN will provide TPA with promotional materials to distribute that
describe how to benefit from the Network.
o) RCN shall have the right to use TPA's clients name for the purpose
of maintaining and expanding a Provider Network for TPA.
p) RCN will provide TPA with a monthly update of all participating
Providers.
14. TPA OBLIGATIONS
f) TPA's clients will agree to use RCN as their exclusive Preferred
Provider Organization (PPO) on a state-by-state or group-by-group
basis in the states of Texas, Louisiana and Alabama. TPA agrees to
encourage their clients to direct care to Network Providers wherever
possible.
g) TPA will use its best efforts to make all payments to Network
Providers within the time mandated by applicable law on all bills
repriced by RCN, unless written notice of dispute or discrepancy is
mailed to the Provider.
h) TPA will refer to RCN any controversy arising over the amount of a
xxxx from a Network Provider.
i) TPA will provide RCN with estimated number of covered individuals
participating in the PPO by employer name, employer address(es),
group name and number.
j) TPA will distribute the promotional materials provided by RCN to its
clients and encourage usage of Network Providers.
15. FEES PAYABLE
NETWORK PROVIDER ACCESS
TPA's clients shall pay a fee equal to Seventeen percent (17%)
of savings realized. Savings is defined as the difference between what
the TPA would have paid under the workers' compensation laws of the state
and the reduced amount payable as a result of applying the providers'
discounts under the RCN contracts.
The provider access fees above shall be payable in fifteen days
of receiving the invoice for the previous month.
16. INDEMNIFICATION
c) TPA agrees to indemnify RCN from any and all liability, loss, damage,
claim or expense of any kind, including cost of attorneys' fees which
result from negligent or willful acts or omissions by TPA, its agents
or employees regarding the duties and obligations of TPA under this
Agreement.
d) RCN agrees to indemnify TPA from any and all liability, loss, damage,
claim or expense of any kind, including costs and attorneys' fees
which result from negligent or willful acts or omissions by RCN, its
agents or employees regarding the duties and obligations of RCN under
this Agreement.
17. TERMINATION
The initial term of this Agreement shall be for a period of one
(1) year from the effective date hereof. Thereafter, the term of the
Agreement shall be extended for successive one (1) year periods.
Either party to this Agreement may terminate this Agreement with
or without cause by giving the other party ninety (90) days prior written
notice of intent to terminate.
In the event of breach of this contract by either party, the
other party will furnish written notice of said breach. If the breach is
not remedied within thirty (30) days of said written notice, this
contract will terminate.
In the event of Termination, for any reason, TPA agrees that it
will not directly contract with a RCN Provider for a period of one (1)
year following the date of termination.
Termination shall have not effect upon the rights or obligations
of the parties arising out of any transactions occurring prior to the
effective date of such termination. The terms of this section shall be
construed as independent of any other provisions in this Agreement and
shall survive termination.
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18. CONFIDENTIALITY
In the course of the relationship established by this
Agreement, each party may, in confidence, disclose to the other party
non-public information concerning such party's earnings, volume of
business, methods, systems, practices, plans, purchaser discounts and
contract terms, and other confidential or commercially valuable
proprietary information (collectively, "Confidential Information"). Each
party acknowledges that the disclosing party shall at all times be and
remain the owner of all Confidential Information disclosed by such party.
The party to whom Confidential Information is disclosed may use such
Confidential Information only in furtherance of the purposes and
obligations of this Agreement. The party to whom any Confidential
Information is disclosed shall use its best efforts, consistent with the
manner in which it protects its own Confidential Information, to preserve
the confidentiality of any such Confidential Information which such party
knows or reasonably should know that the other party deems to be
Confidential Information. Neither party shall use for its own benefit or
disclose to third parties any Confidential Information of the other party
without such other party's written consent.
19. DISPUTES
All disputes and differences between the TPA and Provider
resulting from RCN's product, upon which an amicable understanding cannot
be reached, will be decided by the following method:
c) MEDIATION THROUGH RCN
The TPA shall notify RCN in writing of the dispute or
disagreement, and supply RCN with all pertinent information and state
its position on the dispute. Upon receipt of this information, RCN
will immediately contact the Provider and require the same
information. RCN will then attempt to medicate the dispute to the
mutual satisfaction of all parties. If medication is not possible
within a reasonable time, not to exceed thirty (30) days from time of
first notice, the following procedure will apply:
d) ARBITRATION
If the dispute cannot be resolved by the medication
process described above, either the TPA or the Provider may elect to
submit the dispute to binding arbitration under the rules of the
American Arbitration Association or any other method of arbitration
mutually agreed upon by the parties.
All disputes and differences regarding the terms of this
Agreement between TPA and RCN upon which an amicable understanding cannot be
reached, will be submitted to binding arbitration under the rules of the
American Arbitration Association in effect at that time.
20. INDEPENDENT CONTRACTOR
In entering into and complying with this Agreement RCN is at
all times performing as an independent contractor. Nothing in this
Agreement shall be construed or be deemed to create a relationship of
employer and employee, principal and agent, partnership, joint venture or
any relationship between TPA and RCN other than that of independent
parties contracting with each other solely to carry out the provision of
this Agreement for the purposes recited herein.
21. NOTICES
All notices, requests or correspondence required under this
Agreement shall be in writing and delivered by United States mail to
a) If to RCN b) If to TPA
Rockport Community Network, Inc.
Workers' Compensation Humana Services, Inc.
00 Xxxxx Xxxxxx Xxxx, Xxxxx 515 W 000 X. Xxxx Xxxxxx
Xxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
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RCN shall direct all communications to the TPA at the most
current address on file. Either party shall provide written disclosure to the
other party of any address change.
22. ATTORNEY FEES
If it shall become necessary for RCN or the
TPA to employ an attorney to enforce or defend its rights under this
Agreement, the non prevailing party in any legal action or proceeding
shall reimburse the prevailing party for its reasonable attorney's fees
and costs of suit.
14. PARTIAL INVALIDITY
If any part, clause or provision of this Agreement is held to be
void, by a court of competent jurisdiction, the remaining provisions of
this Agreement shall not be effected and shall be given such
construction, if possible, as to permit it to comply with the minimum
requirements of any applicable law and the intent of the parties hereto.
15. ASSIGNABILITY
Neither party may assign any of its rights or delegate any of
its duties hereunder to a non-related third party without prior written
consent of the other party. TPA acknowledges RCN's right to assign its
rights or delegate any of its duties hereunder to another entity
controlled by or affiliated with Rockport Healthcare Group, Inc.
23. WAIVER
A party's waiver of a breach of any term of
this Agreement shall not constitute a waiver of any subsequent breach of
the same or another term contained in the Agreement. A party's subsequent
acceptance of performance by the other party shall not be construed as a
waiver of preceding breach of this Agreement other than failure to
perform the particular duties so accepted.
24. CONTROLLING LAW
This Agreement and all questions relating to
its validity and interpretation shall be governed by Texas law;
performance and enforcement, shall be governed by and construed in
accordance with the laws of the state where services are being provided.
25. CONFORMITY WITH STATE STATUTES
Any provision of this Agreement which is in
conflict with the statues, local laws, or regulations of the state in
which services are provided, is hereby amended to conform to the minimum
requirements of such statutes.
26. ENTIRE AGREEMENT
This Agreement contains the entire
understanding between the parties hereto with respect to the subject
matter hereof, and supersedes all prior Agreements and understandings,
expressed or implied, oral or written. This Agreement may not be amended,
modified or altered unless such amendment, modification or alteration is
in writing and is signed by duly authorized officers or representatives
of the TPA and RCN. No other third party, including but not limited to
any Provider, shall be required to consent or receive notice of any such
amendment in order for amendments to be effective and binding upon the
parties to this Agreement.
27. TRADEMARKS AND COPYRIGHTS
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
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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 acknowledge 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.
28. TITLE NOT TO AFFECT INTERPRETATION
The paragraph and subparagraph headings in
this Agreement are for convenience only and form no part of this
Agreement and shall not affect its interpretation.
29. COUNTERPARTS
This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
This Agreement shall be binding when one or more counterparts hereof,
individually or taken together, shall bear the signature of the parties
reflected hereon as signatories.
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IN WITNESS WHEREOF, the parties have caused this instrument to
be executed on their behalf by the duly authorized signatures on this 1st day of
April, 1999.
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
ROCKPORT COMMUNITY NETWORK, INC. HUMANA WORKERS' COMPENSATION
SERVICES, INC.
00 XXXXX XXXXXX XXXX, XXXXX 000 WEST 000 X. XXXX XXXXXX
XXXXXXX, XXXXX 00000 XXXXXXXXXX, XX 00000
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Signature Signature
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Printed Name Printed Name
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Title Title
----------------------------------- ----------------------------------
Date Date
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