Managed care

ManagedcarecontractFall2014-2.doc

THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION

PURSUANT TO THE FLORIDA GENERAL ARBITRATION ACT AND

THE COMMERCIAL ARBITRATION RULES

OF THE AMERICAN ARBITRATION ASSOCIATION11/30/93 Copied from UPAMG3.TEX. 3/1/94 Added revisions from K. Morgan in Sections 2.8, 2.11, 2.12, 2.18, & 2.22. Also, R. Miyashiro comment in Section 2.11. Will expand Provider definition to include Ancillary Provider types in the Professional Provider Agreement and delete separate Ancillary Agreement. Added new Matrix to HMO, Medicare & Medicaid.

MEDICAL GROUP SERVICES AGREEMENTPRIVATE

This Medical Group Services Agreement (“Agreement”) is made and entered into by and between , a Florida professional association, which employs or contracts with certain primary care and specialist physicians (“Medical Group”), and ABC Payor Health Plans of Florida, Inc. (“ABC Payor”), a Florida corporation licensed to operate as a health maintenance organization, as of this day of (the ”Effective Date”).

RECITALS

A. Medical Group is a medical group or professional association that provides or arranges for the provision of medical care services and health care services.

B. ABC Payor is a corporation, which has the legal authority to enter into this Agreement, and to perform the obligations of ABC Payor hereunder with respect to the Benefit Programs identified on the attached Addenda to this Agreement.

C. ABC Payor desires to enter into this Agreement to arrange for Medical Group to provide or arrange for the provision of Covered Medical Services to Members of various Benefit Programs.

D. Medical Group desires to enter into this Agreement to provide or arrange for the provision of Covered Medical Services to Members of various Benefit Programs.

E. ABC Payor desires to offer various Benefit Programs to Members in the Medical Group Service Area. The Effective Date of this Agreement with respect to a particular Benefit Program shall be the date of receipt by ABC Payor of all licensure, certifications and approvals or execution of contract(s) between ABC Payor and the appropriate Government Agencies as required for ABC Payor to offer or provide services in connection with, such Benefit Program in the Medical Group Service Areaas hereinafter provided.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and the covenants contained herein, the parties hereby agree as follows:

I. DEFINITIONS

1. For purposes of this Agreement, the following terms shall have the meanings ascribed thereto unless another meaning is clearly required by the context in which such term is used. For purposes of Benefit Program(s) under the Medicare Advantage Program, definitions respecting the matters set forth below shall not differ from the definitions set forth in Title XVIII, Part C of the Social Security Act (§§ 1851‑1859; 42 U.S.C.A. §§ 1395w‑21 to ‑28 (West Supp. 1998)) and the rules and regulations promulgated thereunder.

2. Affiliate. Any person (as defined in Tex. Ins. CodeAnn. Art. 21.49-1, § 2(k)) that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with ABC Payor.

3. Benefit Program. ABC Payor's, an Affiliate's or a Payor’s performance of its obligations to provide, arrange or administer health care, provider networks, administrative or other related services pursuant to a written agreement between a public or private employer, Government Agency or other entity and ABC Payor on behalf of itself and an Affiliate. The Benefit Programs covered under this Agreement are listed hereto and on Addenda as applicable, which may be amended from time to time.

4. Benefit Program Requirements. The rules, procedures, policies, protocols and other conditions to be followed by Medical Group, Medical Group Providers and Participating Providers and Members with respect to providing Covered Medical Services under a particular Benefit Program.

5. Capitation Compensation. The per Member per month (PMPM) payment, indicated in the applicable Addenda to this Agreement, payable monthly for each Member who has selected or been assigned to an Medical Group Provider requiring Medical Group to provide or arrange for the provision of Medical Group Risk Services.

6. Contracted Services. The professional medical and other Covered Medical Services, except Non-Covered Services, to be rendered by Medical Group or a Medical Group Provider to a Member in accordance with this Agreement. Where and when applicable, Contracted Services are defined as Medical Group Risk Services and are specified in an exhibit to the applicable Addendum.

7. Coordination of Benefits. The allocation of financial responsibility between two or more payors of health care services, each with a legal duty to pay for or provide Covered Medical Services to a Member at the same time.

8. Copayment. That portion of the cost of Covered Medical Services that a Member is obligated to pay under a particular Benefit Program, including a deductible and co-insurance. A Copayment may be either a fixed dollar amount or a percentage of the applicable Participating Provider contract rate. ABC Payor will advise Participating Providers of the amounts or methods by which Copayments may be determined. and/or as outlined in the Provider Manual.

9. Covered Medical Services (Covered Services). The Medically Necessary health care services and supplies that a Member is entitled to receive benefits for in accordance with a Benefit Program as outlined in the applicable Addendum to this Agreement. ABC Payor may waive any provision of the Benefit Program for an individual Member on a case-by-case basis; furthermore, ABC Payor shall have final authority in determining whether services are Covered Medical Services.

10. Delegated Services. The administrative services, including but not limited to, services provided under the Utilization Management Program, the credentialing of Medical Group Providers, and claims processing and payment to Medical Group Providers performed by Medical Group or Medical Group's designee. Medical Group shall perform Delegated Services on behalf of ABC Payor as required to provide or arrange for the provision of Covered Medical Services in accordance with this Agreement, as amended from time to time in accordance with Section 6.1 below, a delegation services agreement (the "Delegated Services Agreement"), as amended from time to time, and the HMO Laws.

11. Emergency (Emergency Services). Health care services provided in a hospital emergency facility or comparable facility to evaluate and stabilize medical conditions manifesting themselves by acute symptoms of a recent onset and sufficient severity, including but not limited to severe pain, that would lead a prudent layperson, possessing an average knowledge of medicine and health to believe that his or her condition, sickness, or injury is of such a nature that failure to get immediate medical care could result in:

(a) placing the patient’s health in serious jeopardy;

(b) serious impairment to bodily functions; or

(c) in the case of a pregnant woman, serious jeopardy to the health of the fetus.

12. Government Agency. Any local, State or federal government agency or entity with regulatory or other authority over ABC Payor, this Agreement or any Benefit Program.

13. CMS. The Health Care Financing Administration, an administrative agency of the United States government responsible for administering the Medicare Advantage Program.

14. CMS Contract. The contract between ABC Payor or Payor and CMS under the Medicare Advantage Program

15. HMO Laws means, collectively, the Health Maintenance Organization Act of 1973 (42 U.S.C.A. §§ 300eto 300e-17) and applicable regulations thereunder, the Employee Retirement Income Security Act of 1974 (29 U.S.C.A. §§ 1001-1461) and applicable regulations thereunder, the Florida Health Maintenance Organization Act (Tex. Ins. CodeAnn. Art. 20A.01-20A.38) and applicable regulations thereunder; Title XVIII and Title XIX of the Social Security Act and applicable regulations thereunder;all statutes, regulations and written guidance issued by the applicable Government Agency applicable to a Benefit Program; and any additional State, local or federal laws and regulations applicable to ABC Payor, as amended from time to time.

16. Medical Group Contracted Providers means, collectively, the physicians and allied health professionals who are under contract with Medical Group, but are not employees of Medical Group.

17. Medical Group Employed Physicians means, collectively, the physicians employed by Medical Group.

18. Medical Group Provider. The physicians and allied health professionals who are employed by or contracted with Medical Group, or who are employed by Medical Group Providers, to provide Contracted Services to Members, including Medical Group Contracted Providers and Medical Group Employed Physicians.

19. Medical Group Risk Services. Contracted Services and such other Covered Medical Services as referenced in Exhibit 6 to Addendum B for which Medical Group has accepted Capitation Compensation under the applicable Benefit Programs to which the Addendum applies.

20. Medical Group Service Area. The geographic area(s) specified by county, or a portion thereof, in which Medical Group shall provide Contracted Services or arrange for the provision of Covered Medical Services for Members by Benefit Program which are described in the applicable Addendum to this Agreement. The Medical Group Service Area may be amended as agreed upon between ABC Payor and Medical Group in accordance with Section 6.1 below.

21. Medically Necessary. The term "Medically Necessary," as applied to a health care service, means that the service satisfies all of the following conditions:

(a) it is required for the diagnosis, treatment or prevention of an illness or injury, or a medical condition such as pregnancy,

(b) it is generally accepted as safe and effective treatment under standard medical practice in the community where the service is rendered and;

(c) it is provided in the most cost-efficient manner that is consistent with an appropriate level of care.

22. Medicare Advantage Program. The comprehensive managed care program for Medicare created under the Balanced Budget Act of 1997 and contained in Title XVIII, Part C of the Social Security Act (§§ 1851‑1859; 42 U.S.C.A §§ 1395w‑21 to ‑28 (West Supp. 1998)) and the rules and regulations promulgated thereunder.

23. Medicare Advantage Service Area. The portion of the Service Area approved by the appropriate Government Agency as being the area in which ABC Payor may market and enroll Medicare Advantage Members (as defined in Addendum C). At any given time during the term of this Agreement, the Medicare Advantage Service Area consists of the list of counties currently approved by the appropriate Government Agency as the Medicare Advantage Service Area.

24. Member. A person who is eligible to receive Covered Medical Services under a Benefit Program included in this Agreement, including a newborn baby who is a dependent of Member during the first 31 days following the baby’s birth and/or legal adoption.

25. Non-Covered Services. Those health care services and supplies which are determined not to be Medically Necessary, or which otherwise are not Covered Medical Services under the applicable Benefit Program.

26. Out‑of‑Area Services. Those Urgently Needed Services (as defined in Addendum ____ related to the Medicare Advantage Program) and Emergency Services provided while a Member is outside the Service Area.

27. Participating Provider. A hospital, physician, physician organization, other health care practitioner or other organization which has a direct or indirect contractual relationship with ABC Payor, an Affiliate, a Payor or another Participating Provider to provide certain Covered Medical Services.

28. Payor. ABC Payor, or any other public or private entity, including Medical Group, which provides, administers, funds, insures or is responsible for paying Medical Group Providers or Participating Providers for Covered Medical Services rendered to Members under a Benefit Program covered under this Agreement.

29. Payor Agreement. An agreement, directly or indirectly, between ABC Payor or an Affiliate and a Payor, or between a Payor and a Participating Provider.

30. Primary Care Physician (PCP). The Medical Group Provider who is responsible pursuant to the applicable Benefit Program for coordinating and managing the delivery of Covered Medical Services to certain Members selected or assigned to such physician and for whom Medical Group receives Capitation Compensation.

31. Prior Authorization. The written or telephonic, with written follow-up approval by ABC Payor, an Affiliate, a Payor, or other authorized person or entity, prior to admitting a Member to a hospital, or to providing certain other Covered Medical Services to a Member, which approval is required under the Utilization Management Program of the applicable Benefit Program.

32. Quality Assurance and Management Program. The functions, including, but not limited to, credentialing and certification of Medical Group Providers, review and audit of medical and other records, outcome rate reviews, peer review and provider appeals and grievance procedures ("Member Grievance Procedures" or "Medicare Advantage Grievance Procedures") performed or required by ABC Payor, an Affiliate, a Payor, or any other authorized person or entity, to review the quality of Covered Medical Services rendered to Members.

33. Referral. When required under a Benefit Program, the written approval from the Member's PCP which may specify the number of visits, the type and number of treatments, or period of time in relation to the diagnosis, that will constitute Covered Medical Services as may required under a Utilization Management Program and Benefit Program for a Member to receive Covered Medical Services from a physician (usually a specialist) or other health care professional or organization. Referral to a non-Participating Provider generally requires Prior Authorization.

34. Service Area. The geographical area in which ABC Payor is authorized by law to serve Members. As pertains to the terms and conditions of this Agreement, should the geographic area of the Service Area increase at any time after the initial term of this Agreement, ABC Payor shall notify Medical Group in writing, using its best efforts to do so within thirty (30) days following such change.

35. State. The state of Florida, which has issued the licensure, certification and accreditation of ABC Payor and in which Medical Group and Medical Group Providers are to provide Contracted Services under this Agreement.

36. Urgent Care. (“Urgent Care Services”). Health care services, other than Emergency Services, which are typically provided in setting such as a physician or provider’s office or urgent care center, as a result of an acute injury or illness that is sever or painful enough to lead a prudent layperson, possessing an average knowledge of medicine and health, to believe that his or her condition, illness or injury is of such a nature that failure to obtain treatment within a reasonable period of time would result in serious deterioration of the condition or his or her health.

37. Utilization Management Program. The functions, including, but not limited to Prior Authorization, Referral and prospective, concurrent and retrospective review, performed or required by ABC Payor, an Affiliate, a Payor, or any other authorized person or entity, as required by the HMO Laws, to review and determine whether medical services or supplies which have been or will be provided to Members are covered under a Benefit Program and meet the criteria as Medically Necessary.

II. PERFORMANCE PROVISIONS/REPRESENTATIONS OF MEDICAL GROUP AND MEDICAL GROUP PROVIDERS

2.1 Medical Group Representations and Warranties.

(a) Medical Group warrants that it has the authority to contract on behalf of Medical Group Providers and to bind them to all of the terms and provisions of this Agreement. Medical Group will provide ABC Payor with representative agreements or certified excerpts thereof demonstrating such authority. Medical Group will notify Medical Group Providers of their rights and duties under this Agreement, and of all amendments and modifications thereto.

(b) Medical Group agrees to provide ABC Payor with copies of its current standard agreements with Medical Group Providers concurrently with the execution of this Agreement. Medical Group also agrees to provide its written policies and procedures pursuant to such agreements, its bylaws and articles of incorporation and any modifications thereto. Medical Group shall inform ABC Payor of any modifications to its standard agreements with Medical Group Providers, its written policies and procedures pursuant to such agreements and its bylaws and articles of incorporation (hereinafter referred to as “Medical Group Amendments”) and shall provide ABC Payor with written documentation of such Medical Group Amendments (1) within thirty (30) days of implementation concerning written policies and procedures pursuant to such agreements and its bylaws and articles of incorporation and (2) at least thirty (30) days in advance of implementation concerning standard agreements with Medical Group Providers.

(c) Medical Group represents that the terms of this Agreement do not conflict with the terms of its employment of Medical Group Employed Physicians or the terms of its agreements with Medical Group Contracted Providers; nonetheless, Medical Group represents that the terms of this Agreement shall apply in any situation where there is an inconsistency or conflict with the terms of any agreement between the Medical Group Provider and Medical Group or with respect to any matter which is not addressed in any such agreement between the Medical Group Provider and Medical Group, and that Medical Group shall be responsible to ABC Payor for any such inconsistency or conflict in terms. This provision shall supersede any similar provision in any agreement between Medical Group and a Medical Group Provider.

(d) Medical Group shall provide ABC Payor with, but not limited to, a list of the names, practice locations, federal tax identification numbers, medical practice license numbers, DEA number, DPS number, Medicare certification number, professional practice name and legal partnerships, and the business hours (the “Provider Information”) of all Medical Group Providers in a format acceptable to Medical Group and ABC Payor. The format in which Medical Group shall submit Provider Information shall be included as Addendum D to this Agreement. ABC Payor shall notify Medical Group of all such physicians and allied health professionals approved by ABC Payor to be Medical Group Providers. Medical Group shall provide ABC Payor with updated additions, deletions, status changes, and address changes to the list of Medical Group Providers in a format acceptable to ABC Payor. ABC Payor and Medical Group shall mutually agree when to include additional physicians and other providers of health care as Medical Group Providers under this Agreement.

(e) Medical Group shall ensure that all Medical Group Providers comply with all applicable terms and conditions of this Agreement, including, without limitation, the obligations of Medical Group set forth in Sections 2.2 through 2.23, 3.1 through 3.11 and 5.1 through 5.4 hereof, and to ensure that the obligations contained in such Sections are included in Medical Group's agreements with Medical Group Providers.

(f) Medical Group shall notify ABC Payor in writing at least sixty (60) days prior to any action by Medical Group to terminate a Medical Group Provider's agreement or employment with Medical Group. When sixty (60) days prior notice is not possible, Medical Group shall provide as much advance notice as possible. Medical Group shall immediately notify ABC Payor whenever a Medical Group Provider fails to renew his or her agreement or employment with Medical Group, whenever Medical Group has reason to believe a Medical Group Provider will fail to renew his or her agreement or employment with Medical Group, and whenever Medical Group knows of an occurrence causing the immediate termination of a Medical Group Provider under Section 2.1(h) of this Agreement.

(g) Medical Group shall terminate the participation of a particular Medical Group Provider under this Agreement immediately upon request of ABC Payor, in the event of:

(1) any misrepresentation or fraud by an Medical Group Provider in the credentialing process;

(2) any action by an Medical Group Provider which, in the reasonable judgment of ABC Payor, constitutes gross misconduct or may jeopardize the health and safety of a Member;

(3) an Medical Group Provider's loss, suspension or restriction of his or her license to practice medicine or dentistry, narcotic registration certificate issued by the Drug Enforcement Administration (“DEA”), certification to participate in Medicare or Medicaid.

(h) Medical Group shall terminate the participation of a particular Medical Group Provider under this Agreement upon request of ABC Payor, in the event of:

(1) a Medical Group Provider's failure to comply with ABC Payor's or a Payor's Utilization Management Program, Quality Assurance and Management Program and/or ABC Payor's credentialing criteria; or

(2) a Medical Group Provider's failure to maintain professional liability insurance in accordance with this Agreement; or,

(3) the involuntary loss of medical staff privileges

(i) Process of Termination. At least ninety (90) days prior to the termination of a Medical Group Provider’s status as a Participating Provider, ABC Payor shall provide written explanation to Medical Group of the reasons for termination, except in the case of imminent harm to patient health, action against license to practice medicine or dentistry or fraud or malfeasance, in which case termination may be immediate. On request and before the effective date of the termination of a Medical Group’s Provider’s status as a Participating Provider, but within a period not to exceed sixty (60) days, an Medical Group Provider shall be entitled to a review of ABC Payor’s proposed termination by an advisory review panel, except in a case in which there is imminent harm to patient health or an action by a state medical or dental board, or other medical or dental licensing board, or other licensing board or Government Agency, that effectively impairs the Medical Group Provider’s ability to practice medicine, dentistry , or another profession, or in a case of fraud or malfeasance. The advisory review panel shall be composed of Participating Providers including at least one representative in the Medical Group Provider’s specialty or a similar specialty, if available, appointed to serve on the standing quality assurance committee or utilization review committee of ABC Payor. The decision of the advisory review panel must be considered but is not binding. ABC Payor shall provide to the affected Medical Group Provider, on request, a copy of the recommendation of the advisory review panel and ABC Payor’s determination. Medical Group Provider shall be entitled to an expedited review process by ABC Payor on request of Medical Group Provider. Except for termination based on imminent harm to Members, ABC Payor shall notify Members of the termination by ABC Payor of Medical Group Provider’s status as a Participating Provider at least thirty (30) days prior to the effective date of the termination or the advisory review panel makes a formal recommendation.

(j )

(1) Effect of Termination. In the event that a Member is receiving Contracted Services at the time the Medical Group Provider's contract or employment terminates, an Medical Group Provider shall continue to provide Contracted Services to the Member until: (a) treatment is completed; or (b) the Member is assigned to another Participating Provider; or (c) Member ceases to be covered. Compensation to Medical Group for such Contracted Services shall be at the rates contained in the Addendum that applies to the applicable Benefit Program. With respect to Benefit Programs under the Medicare Advantage Program, Medical Group acknowledges and agrees that in the event of ABC Payor’s or an applicable Payor’s insolvency or other cessation of operations, benefits to Members will continue through the period for which payment from CMS to ABC Payor or such Payor has been paid, and benefits of Members who are inpatients in a hospital on the date of insolvency or other cessation of operations will continue until their discharge. Compensation to the Medical Group Provider shall be in accordance with the contract between Medical Group and the Medical Group Provider, not to exceed ninety (90) days from effective date of termination or beyond nine (9) months in the case of a Member who at the time of termination has been diagnosed with a terminal illness or a Member who at the time of termination is past the 24th week of pregnancy, extends through delivery of the child, immediate postpartum and the follow-up checkup within the first six weeks of delivery.

(2) Member Notification. Medical Group and Medical Group Providers remain liable for any obligations or liabilities arising from conduct prior to the effective termination date. ABC Payor shall notify Members seeking professional services after the date of termination that the Medical Group Provider is no longer a Participating Provider. If an Medical Group Provider is terminated for reasons other than the Medical Group Provider’s request, Members will not be notified until the effective date of the termination or until such time as the review panel makes a formal recommendation. If an Medical Group Provider is terminated for reasons related to imminent harm, ABC Payor will notify Members immediately.

(3) Medical Group shall secure and compensate its own Medical Director who shall oversee Medical Group’s compliance with ABC Payor's professional review programs, and assist ABC Payor in the development of medical policy guidelines. Such Medical Director shall interface with ABC Payor's Medical Director to support ABC Payor's Utilization and Quality Assurance and Management Programs.

2.2 Individual Provider Representations and Warranties. Medical Group represents and warrants, for itself or for each Medical Group Provider, as applicable, that Medical Group or Medical Group Provider:

(a) is licensed by the State(s) to provide Contracted Services;

(b) provides Contracted Services in compliance with all applicable local, State, and federal laws, rules, regulations and professional standards of care;

(c) is certified to participate in Medicare under Title XVIII of the Social Security Act, and in Medicaid under Title XIX of the Social Security Act or other applicable State law pertaining to Title XIX of the Social Security Act;

(d) holds active staff privileges on the medical staff(s) of one or more hospital Participating Providers, where applicable;

(e) holds a current DEA narcotic registration certificate, where applicable, and current State narcotics license;

(f) shall maintain such licensure, compliance, certification and registration throughout the term of this Agreement;

(g) shall maintain all required professional credentials and meet all continuing education requirements necessary to retain Board certification or eligibility in Medical Group Provider's area(s) of practice or to meet the ABC Payor minimum requirements of professional credentials in the absence of such Board certification or eligibility; and

(h) shall maintain a professional relationship with each Member for whom Medical Group renders Contracted Services, and shall be solely responsible to such Member for treatment and medical care.

2.3 Provision of Services. Medical Group agrees to render, or to ensure that Medical Group Providers render, Contracted Services to Members of the Benefit Programs covered under this Agreement, in accordance with:

(a) The terms and conditions of this Agreement;

(b) All laws, rules and regulations, policies and procedures applicable to Medical Group, ABC Payor, Affiliates and Payors;

(c) The Utilization Management Program, Quality Assurance and Management Program, Benefit Program Requirements and grievance, appeals and other policies and procedures of the particular Benefit Program under which the Covered Medical Services are rendered;

(d) The same manner, and with the same availability, as services are rendered to other patients;

(e) The minimum clinical quality of care and performance standards that are professionally recognized and adopted, accepted or established by ABC Payor.

(f) Where and when applicable, Medical Group shall accept compensation for each Benefit Program outlined in the attached Addenda from an Affiliate in return for services to Members of Benefit Programs offered by an Affiliate.

2.4 Offices and Hours. Medical Group shall cause Medical Group Providers to maintain such offices, equipment, patient service personnel and allied health personnel as may be necessary to provide Contracted Services under this Agreement. Medical Group shall cause Medical Group Provider to provide Contracted Services under this Agreement at Medical Group Provider's offices during normal business hours, and to be available to Members by telephone twenty-four (24) hours a day, seven (7) days a week for consultation on medical concerns. Further, Medical Group Provider shall be available to provide Covered Medical Services on an Emergency basis twenty-four (24) hours a day, seven (7) days a week. Medical Group shall be available to authorize or deny authorization for Contracted Services for post stabilization care following treatment or stabilization of an Emergency medical condition, within the time appropriate to the circumstances relating to the delivery of the service and the condition of the patient, but in no case to exceed one hour.

2.5 Coverage. Medical Group Provider shall arrange for coverage, in the event of Medical Group Provider's illness, vacation or other absence from his or her practice, and shall use his or her best efforts to ensure that such coverage is by a Participating Provider. If such coverage is not by a Participating Provider, Medical Group and Medical Group Provider shall use his or her best efforts to cause such covering professional to abide by the terms of this Agreement.

2.6 Non-Discrimination and Acceptance of Members. Medical Group and Medical Group Provider shall not discriminate against any Member in the provision of Contracted Services hereunder, whether on the basis of the Member's age, sex, race, color, religion, ancestry, national origin, disability, health status, source of payment, utilization of medical or mental health services or supplies or other unlawful basis in accordance with the HMO Laws, and additional State, local, and federal laws and regulations. Furthermore Medical Group and Medical Group Provider shall not discriminate against any Member in the provision of Contracted Services because of the filing by such Member of any complaint, grievance or legal action against Medical Group, a Medical Group Provider, ABC Payor, an Affiliate, or a Payor. Medical Group shall assure that if an Medical Group Provider is accepting new patients from health maintenance organizations other than ABC Payor, such Medical Group Provider shall continue to accept new Members. If an Medical Group Provider will no longer be accepting new patients from any health maintenance organizations, Medical Group will notify ABC Payor in writing, at least sixty (60) days prior to the patient panel closure.

2.7 Subcontracting. Medical Group shall not subcontract for the performance of Contracted Services under this Agreement without the prior written consent of ABC Payor. Medical Group may subcontract for the provision of such services with entities acceptable to ABC Payor. A subcontract with a Medical Group Provider shall be consistent with the terms and conditions of this Agreement and include an express agreement by Medical Group Provider (i) to perform the obligations of Medical Group and Medical Group Provider under this Agreement, (ii) that following payment by ABC Payor to Medical Group in accordance with the terms and conditions of this Agreement, Medical Group is solely responsible, and ABC Payor has no responsibility or liability, for any amounts owed to a Medical Group Provider for Contracted Services provided to Members by such Medical Group Provider; and (iii) ABC Payor has no responsibility or liability as a result of nonpayment or other breach by Medical Group under its subcontract with Medical Group Provider. Medical Group agrees to oversee Medical Group Provider’s performance of its obligations under such subcontract and to be accountable to ABC Payor and Members for the negligent performance or nonperformance of any obligation under such subcontract related to the provision of health care services to Members. medical group agrees to indemnify and hold ABC Payor, Affiliates, and Payors harmless for any loss, cost, claim, or liability which may arise as a result of any breach or negligent performance or nonperformance by medical group Provider of its obligations under the subcontract between medical group and medical group Provider related to the provision of health care services to members, or medical group’s nonpayment or other breach by medical group under its subcontract with medical group Provider. Each Medical Group Provider must meet ABC Payor’s credentialing requirements as a condition precedent to Medical Group Provider’s status as a Participating Provider under this Agreement. Medical Group shall furnish ABC Payor with copies of the first page and signature page of such subcontracts within ten (10) days of execution of this Agreement and ten (10) days of execution of any subsequent subcontracts by Medical Group. Each such subcontractor shall meet ABC Payor's credentialing requirements, prior to the subcontract becoming effective.

2.8 Utilization Management Requirements. Medical Group agrees and shall cause all Medical Group Providers to participate in, cooperate with and comply with all decisions rendered in connection with ABC Payor's, an Affiliate's, or a Payor's Utilization Management Program. Medical Group also agrees and shall cause all Medical Group Providers to provide such records and other information as may be required or requested under such Utilization Management Program, provided that Medical Group has the appropriate and valid written authorization to do so from the Member in accordance with applicable law regarding the confidential treatment of medical information. Medical Group shall accept delegation of and perform utilization management with respect to Contracted Services provided under this Agreement in accordance with a separate Delegated Services Agreement between ABC Payor and Medical Group. Medical Group shall perform such utilization management in accordance with the performance standards and criteria of ABC Payor or a Payor. ABC Payor shall have the right to audit Medical Group's performance of utilization management, for compliance with the Delegation Services Agreement for utilization management services, as solely determined by ABC Payor and to reassume the obligation for utilization management in the event ABC Payor determines that Medical Group either does not have the capacity to perform, or is not effectively performing utilization management in accordance with such Delegation Services Agreement.

2.9 Prior Authorization and Referrals. Medical Group shall be available for post Emergency stabilization authorizations as required by Section 2.4, above. Unless a particular Benefit Program or Utilization Management Program contains no such requirement, or except in an Emergency, Medical Group agrees not to seek payment from ABC Payor or a Payor for Contracted Services rendered to a Member unless Prior Authorization or a Referral was obtained for the rendering of such services. Such Prior Authorization or Referral may be issued by ABC Payor or the applicable Payor. Other than in an Emergency, Medical Group agrees to attempt to obtain Prior Authorization or a Referral, by telephone if necessary, before providing Contracted Services or ordering other Covered Medical Services. If Prior Authorization or a Referral cannot be obtained, Medical Group agrees to notify ABC Payor or the applicable Payor and the appropriate Participating Provider, as applicable, as soon as possible, but no later than twenty-four (24) hours after providing the Contracted Services, or ordering the other Covered Medical Services, or on the next working day.

2.10 Participating Providers/Mental Health Care Providers. Except in an Emergency, as otherwise described in the applicable Benefit Program Requirements, or as otherwise required by law, Medical Group shall refer Members only to Participating Providers for Covered Medical Services. For certain specialized procedures and services which cannot be rendered by the Participating Providers, ABC Payor or a Payor shall discuss the use of appropriate non-participating providers with Medical Group. Additionally, if so required under the applicable Benefit Program Requirements, Medical Group shall admit Members only to designated hospital Participating Providers. If Medically Necessary Covered Medical Services are not available through ABC Payor’s Participating Provider network, ABC Payor will, upon request of a Participating Provider, within a reasonable time period, allow referral to a non-Participating Provider. In the event that a requested referral is denied, the request shall be reviewed by a specialist of the same or similar specialty or the type of physician or provider to whom a referral was requested if requested by the Member or the Member’s Primary Care Physician. Medical Group and Medical Group Providers shall direct any Member who appears to be in need of mental health or chemical dependency services to the provider designated by ABC Payor to provide or arrange for such mental health and chemical dependency services. A Referral is not required. ABC Payor will provide reasonable notice to Medical Group and Medical Group Providers in the event ABC Payor alter its arrangements for such mental health and chemical dependency services.

2.11 Case Management. ABC Payor shall arrange for case management services to Members with complex medical onditions to ensure that care is provided in a manner which encourages quality, continuity of care and cost‑effectiveness. Medical Group and Medical Group Provider shall cooperate fully with ABC Payor in such case management activities, including, without limitation, providing information that may be required for ABC Payor to determine the need for case management and to transfer of Members to designated Participating Providers for cost effective care.

2.12 Out‑of‑Area Services. Medical Group and Medical Group Provider shall cooperate fully with ABC Payor in ABC Payor’s activities relating to management and coordination of Out‑of‑Area Services, including, without limitation: (a) providing information necessary to transfer a Member to a Participating Provider in the Medical Group Service Area; (b) immediately notifying ABC Payor of known or suspected provision of Out‑of‑Area Services to a Member; (c) and accepting the transfer of a Member to the care of Medical Group or Medical Group Provider following such Member’s receipt of Out‑of‑Area Services.

2.13 Quality Assurance and Management Program. Medical Group shall be solely responsible for the quality of Contracted Services rendered to Members. The quality of Contracted Services rendered to Members shall be monitored under the Quality Assurance and Management Program applicable to the particular Benefit Program. Medical Group agrees to participate in, cooperate with and comply with all decisions rendered by ABC Payor or a Payor in connection with a Quality Assurance and Management Program. Medical Group also agrees to provide such medical records, utilization management records and credentialing records with reasonable notice upon receipt of written request, and such review data and other information as may be required or requested under a Quality Assurance and Management Program in accordance with all applicable laws governing the confidentiality of medical records. Medical Group agrees to provide outcome reporting in accordance with, but not limited to, the then current version of the Health Plan Employer Data and Information Set (HEDIS). In the event that the standard or quality of care furnished by Medical Group or Medical Group Provider is found to be unacceptable under any Quality Assurance and Management Program, ABC Payor shall give written notice to Medical Group to correct the specified deficiencies within the time period specified in the notice. Medical Group shall correct such deficiencies within that time period.

2.14 Credentialing of Medical Group and/or Medical Group Providers. Medical Group shall accept delegation of and perform credentialing of Medical Group Providers. Medical Group shall perform such credentialing in accordance with the performance standards and criteria of ABC Payor or a Payor as outlined in a separate Delegated Services Agreement between ABC Payor and Medical Group. ABC Payor shall have the right to audit Medical Group's performance of its credentialing functions from time to time, and to reassume the obligation for credentialing in the event ABC Payor determines that Medical Group either does not have the capacity to perform, or is not effectively performing, credentialing of Medical Group Providers.

2.15 Notice of Adverse Action. Medical Group shall notify ABC Payor in writing, within three (3) days of receiving any written or oral notice of any adverse action, including, without limitation, any malpractice suit or arbitration action, or other suit or arbitration action naming or otherwise involving Medical Group, a Medical Group Provider, ABC Payor or any Payor, and of any other event, occurrence or situation which a reasonable person would infer might materially interfere with, adversely affect, modify or alter performance of any of Medical Group's or Medical Group Provider’s duties or obligations under this Agreement, consistent with all applicable peer review, attorney-client, and attorney work product protections of Medical Group, Medical Group Contracted Providers, ABC Payor and any insurance carrier of either party. Medical Group shall forward to ABC Payor any written complaint or grievance or oral complaint or grievance, relating to quality of care, of a Member against Medical Group, a Medical Group Provider, ABC Payor or any Payor in a log containing all Member complaints and setting forth the date and nature of each complaint and whether the complaint was made orally or in writing. Medical Group Contracted Providers must also report all Member complaints to Medical Group. Medical Group shall maintain a written record of any Member complaint and provide such record to ABC Payor promptly upon request. Medical Group also shall notify ABC Payor promptly of any action against Medical Group or Medical Group Provider with respect to any license, certification under Title XVIII or Title XIX or other applicable section of the Social Security Act or other State, federal or local law.

2.13 2.16 Professional Liability Insurance/Medical Group Risk Services Reinsurance. Medical Group, at its sole cost and expense, shall maintain insurance coverage as follows: (i) comprehensive general liability insurance with limits of at least one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) as an annual aggregate; and (ii) professional liability insurance with limits of at least two million dollars ($2,000,000) per occurrence and as an annual aggregate. Participating Providers are required to maintain a minimum professional liability insurance in the amount of two hundred thousand dollars ($200,000) per claim and six hundred thousand dollars ($600,000) in aggregate of all claims per policy year. At minimum, all Participating Providers shall maintain professional liability insurance in an amount equal to the greater of the highest amount required by law or the requirements within this paragraph. Medical Group agrees to provide ABC Payor with written evidence, acceptable to ABC Payor, of such insurance coverage within three (3) days of such request by ABC Payor. Medical Group also agrees to notify, or to ensure that its insurance carriers notify ABC Payor at least thirty (30) days prior to any proposed termination, cancellation or material modification of any policy for all or any portion of the coverage provided for above. At its sole cost and expense, Medical Group shall maintain stop loss insurance covering all claims from Medical Group Providers and other providers for all Covered Medical Services which are Contracted Services rendered to Members in excess of fifteen thousand dollars ($15,000) per Member per calendar year as are incurred during the life of this Agreement.

2.17 Listing of Medical Group Providers. Medical Group agrees on behalf of itself and Medical Group Providers that ABC Payor, any Affiliate and Payors may list the name, address, telephone number and other factual information of Medical Group and all of Medical Group Providers, in its marketing and informational materials. Medical Group shall supply all printed materials and other information relating to its operations, description of services, or information necessary for ABC Payor to complete a request for proposal within three (3) days of ABC Payor's request.

2.18 Non-Solicitation. Neither Medical Group, nor any Medical Group Provider nor any employee, agent or subcontractor of Medical Group shall solicit or attempt to convince or otherwise persuade any Member not to participate or to discontinue participation in any ABC Payor or Payor Benefit Program for which Medical Group or Medical Group Provider renders Contracted Services under this Agreement. Further, Medical Group and Medical Group Providers and their employees and subcontractors, shall treat Members promptly, fairly and courteously. ABC Payor and Medical Group agree that nothing in this Agreement shall be construed as a limitation of Medical Group’s or Medical Group Provider’s right or obligation to discuss in good faith with the Member, prospective enrollee, or former Member (collectively the "Patient") information regarding the Patient's health, including the Patient's medical condition, treatment options, or information regarding the provisions, terms, requirements or services of ABC Payor as they relate to the medical needs of the Patient, all in accordance with HMO Laws.

2.19 Encounter Reporting. For Members for which Medical Group receives Capitation Compensation under this Agreement, Medical Group shall provide ABC Payor with the Member/Medical Group Provider encounter information, via personal computer diskette, magnetic tape or electronic transmission in the format specified in Exhibit 7 of Addendum A and/or Exhibit 4 Addendum C or its successor format, for each encounter with a Member during a calendar month. Such electronic encounter information materials shall be complete, accurate and provided to ABC Payor by the fifteenth (15th) day of the month following the month in which the encounter occurred. Additionally, Medical Group shall promptly provide ABC Payor with all corrections to and revisions of such encounter data.

2.20 Benefit Programs; New or Additional Benefit Programs. The Effective Date of this Agreement with respect to a particular Benefit Program(s) shall be the first day of the subsequent month following the later to occur of the following events: (a) the date on which this Agreement is executed by ABC Payor and Medical Group; or (b) the date of receipt by ABC Payor of all licensure, certification and regulatory approvals or execution of contract(s) between ABC Payor and a Government Agency as required for ABC Payor to offer, or provide services in connection with, such Benefit Program in the Medical Group Service Area. If ABC Payor is unable to obtain such licensure, certification or regulatory approvals, or contract with a Government Agency after due diligence, ABC Payor shall notify Medical Group and both parties shall be released from any liability under this Agreement with respect to the Benefit Program(s) in question; provided however, that if such licensure, certification or regulatory approval, or contract with a Government Agency, is conditioned upon amendment of this Agreement, then this Agreement shall be amended automatically pursuant to Section 6.1 hereof. Furthermore, Medical Group acknowledges that ABC Payor may develop new or additional Benefit Programs in Medical Group's Service Area, and Medical Group agrees to negotiate with ABC Payor in good faith to amend this Agreement to include such new or additional Benefit Programs as requested by ABC Payor. Where a new Benefit Program falls under existing Addenda(s), then the applicable contract rates shall automatically apply.

2.21 Payment of Applicable Taxes. Medical Group shall be solely responsible for the collection and payment of any sales, use or other applicable taxes on the sale or delivery of medical services.

2.22 Timely Assignment of Members. Where required under a Benefit Program, ABC Payor shall require Members to select specified Participating Providers at the time of enrollment. In the event a Member does not select a PCP or other Participating Providers within sixty (60) days, ABC Payor shall automatically assign such Member (the “Undesignated Member”) to the participating provider determined by ABC Payor to receive all Undesignated Members The Member shall be informed of the name, address, and telephone number of the assigned PCP or other Participating Providers. Upon automatic assignment of PCP, the Member may change to another PCP of choice. The first change shall not be counted as a change in providers for the purposes of limitation. ABC Payor shall notify the selected PCP within thirty (30) working days of Member assignment.

2.23 Member Grievance Procedures. Medical Group shall abide by the determination of the applicable Payor’s Member Grievance Procedure, including but not limited to grievance procedures for resolving disputes regarding the necessity for continued treatment, as described in the ABC Payor Member Grievance Procedures. Medical Group shall cause each Medical Group Provider to post, in the office, a notice to Member(s) on the process for resolving complaints. The notice must include the Florida Department of Insurance’s toll free telephone number. ABC Payor will not engage in any retaliatory action, including refusal to renew coverage or cancellation of coverage, against an employer or Member because the employer, Member or person acting on behalf of the employer or Member has filed a complaint against or appealed a decision of ABC Payor. ABC Payor will not engage in any retaliatory action, including termination or refusal to renew a contract, against a physician or provider, because the physician or provider has, on behalf of a Member, filed a complaint against or appealed a decision of ABC Payor. In the event the Member or Medicare Advantage Member submits an appeal to ABC Payor, ABC Payor shall provide Medical Group with the Member or Medicare Advantage Member appeal. Medical Group shall review the Member or Medicare Advantage Member appeal, performing any necessary research or investigation and providing a determination and response to ABC Payor within three (3) days of receipt from ABC Payor, for a Member appeal, or as required by the Florida Department of Insurance, and within twenty-four (24) hours of receipt from ABC Payor for a Medicare Advantage Member, or as required by the then current CMS guidelines.

2.24 Termination of Members. Medical Group may request to terminate Members as patients of Medical Group or Medical Group Contracted Providers, as applicable, only as specified in this Section 2.22. ABC Payor shall attempt to resolve the problem without termination of the Member and be solely responsible for notifying a Member in the event ABC Payor agrees with Medical Group’s request. ABC Payor will address Medical Group’s request to terminate a Member within thirty (30) days after receipt of the request or within fifteen (15) days after receipt of any additional needed information. Medical Group and Medical Group Contracted Providers shall promptly provide ABC Payor with any information they have pertaining to the proposed termination. Medical Group and Medical Group Contracted Providers shall cooperate with any terminated Member and ABC Payor to arrange an orderly transfer of the Member's care to another Participating provider including without limitation providing all medical information necessary for the transfer of the Member's care, subject to and in accordance with state and federal laws and regulations regarding the confidentiality of medical records. ABC Payor’s right to terminate a Member from an ABC Payor health plan pursuant to the applicable Membership Agreement are preserved and in no way altered by this Section 2.22.

The specific circumstances under which Medical Group or a Medical Group Contracted Provider may terminate a Member as a patient are as follows:

(i) Failure to Pay Copayments. Medical Group and Medical Group Contracted Provider may request ABC Payor terminate a Member for failure to pay Copayments by giving ABC Payor at least thirty (30) days written notice, during which time the Member may avoid termination by paying the amount due.

(ii) Member Misconduct. Medical Group and Medical Group Contracted Providers may request ABC Payor terminate a Member who (a) harasses, threatens, or is unruly or abusive to a physician or any personnel of Medical Group or Medical Group Contracted Providers, (b) engages in conduct detrimental to the operation of Medical Group or Medical Group Contracted Provider's delivery of services to its other patients; or (c) refuses to follow any policy or procedure of Medical Group or Medical Group Contracted Provider, which policy or procedure is reasonable and conforms to current standards for policies and procedures for medical practices in the community; provided that such grounds may not be used to terminate a Member unless Medical Group or Medical Group Contracted Provider, as the case may be, would also use such grounds to terminate a patient who is not a Member.

(iii) Failure to Achieve Satisfactory Physician-Patient Relationship. Because of the personal nature of the relationship between the Member and the Primary Care Physician, a satisfactory physician-patient relationship is important to delivery of effective health care services. In circumstances where the relationship is or becomes unsatisfactory. Medical Group shall permit the Member to select another Primary Care Physician. If the Member has had unsatisfactory relationships with at least three (3) Primary Care Physicians, after consultation between Medical Group and the Member, if Medical Group determines that a satisfactory physician-patient relationship cannot be achieved between the Member and any Primary Care Physician, Medical Group and Medical Group Contracted Providers may request ABC Payor terminate such Member.

(iv) Fraud, Abuse or Misuse of Identification Card. Medical Group and Medical Group Contracted Providers may request ABC Payor terminate a Member who commits fraud in the use of Covered Medical Services or permits the use of his or her ABC Payor identification card by any other person, or misuses the card himself or herself or otherwise defrauds Medical Group or any Medical Group Contracted Provider.

(v) Member's ABC Payor Coverage Terminates. Medical Group and Medical Group Contracted Providers may request ABC Payor terminate a Member if ABC Payor has terminated the Member's Benefit Program.

(vi) Refusal to Follow Medical Advice or Treatment. In the event a Member refuses to follow the advice of Medical Group or a Medical Group Contracted Provider, such refusal may hinder continuation of the physician‑patient or provider‑patient relationship and obstruct the provision of proper medical care. If in the opinion of Medical Group or Medical Group Contracted Provider, there is no professionally acceptable alternative treatment, Medical Group or Medical Group Contracted Provider shall so advise the Member. Only if the Member still refuses to accept the recommended treatment or procedure may Medical Group or Medical Group Contracted Provider request ABC Payor to terminate the Member.

2.25 Contract Authority. Medical Group hereby appoints ABC Payor as Medical Group’s attorney‑in‑fact with authority to negotiate and enter into and amend Payor Agreements for the provision of Contracted Services to Members on behalf of Medical Group and Medical Group. Pursuant to such Payor Agreements, ABC Payor shall cause each Payor to agree to perform the obligations of ABC Payor and/or a Payor, as applicable, under this Agreement.

2.26 Limitation on Liability. Notwithstanding any other statement in this Agreement to the contrary, Medical Group agrees and shall cause each Medical Group Provider to acknowledge and agree that with respect to payment for Contracted Services provided to a Member under a Benefit Program for which ABC Payor is not the Payor, or for decisions made by a Payor other than ABC Payor, or activities delegated by a Payor other than ABC Payor, ABC Payor (i) has no and shall have no responsibility or liability for any decisions made by such Payor or activities delegated by such Payor, (ii) is not and will not be, directly or indirectly, responsible for the payment from its own funds of any amounts owed by such Payor, and (iii) is not an insurer, administrator, guarantor, or underwriter of such Payor’s responsibility or liability to pay any amounts owed by such Payor. All such decisions and payment obligations of a Payor other than ABC Payor will be the responsibility of such Payor.

III. COMPENSATION

3.1 Compensation Rates. Medical Group shall accept as payment in full for Contracted Services and all other services (including payment for any and all sales, use or other applicable taxes on the sale or delivery of medical services) rendered under this Agreement to Members the amounts payable by ABC Payor or a Payor as set forth in the applicable Addendum to this Agreement, less Copayment amounts payable by Members in accordance with the applicable Benefit Program. Except where Medical Group on behalf of Medical Group Providers is compensated on a Capitation Compensation basis, Medical Group may require Medical Group Providers to bill and accept compensation directly from ABC Payor or Payors. In lieu of such arrangement, unless Medical Group is compensated on a Capitation Compensation basis, Medical Group shall bill and accept payment for Contracted Services rendered by Medical Group Employed Physicians, and be responsible for administering such funds and compensating Medical Group Employed Physicians therefrom. It is expressly understood that, in this context, Medical Group acknowledges its obligations to provide care consistent with the professional standards of care generally accepted by the medical community.

3.2 Billing and Payment.

(a) Billing. When Medical Group on behalf of Medical Group Providers is not compensated on a Capitation Compensation basis, Medical Group Provider shall submit to ABC Payor, via ABC Payor's electronic claims submission program or hardcopy format, clean, complete and accurate claims in a format approved by ABC Payor for Contracted Services rendered to a Member, within ninety (90) calendar days after such services are rendered. Where ABC Payor is the secondary payor under Coordination of Benefits, such ninety (90) day period shall commence once the primary payor has made payment on or has denied the claim. Neither ABC Payor nor any Payor shall be under any obligation to pay a Medical Group Provider on any claim not timely submitted. Under any circumstance, Medical Group Provider shall not seek payment from any Member in the event ABC Payor or a Payor fails to pay Medical Group Provider for a claim not timely submitted.

(b) Payment and Claims Processing. Except where Medical Group on behalf of Medical Group Providers is compensated on a Capitation Compensation basis, unless the claim is disputed, ABC Payor or a Payor shall make payment on each of Medical Group Provider's clean, complete, accurate and timely submitted claims for Contracted Services rendered to a Member, within forty-five (45) days of receipt of each such claim, or within the time required by applicable State or Federal law or regulation, or within such other period of time as set forth in the applicable Benefit Program Addendum to this Agreement.

(c) Medical Group Claims Processing. When Medical Group, on behalf of itself and Medical Group Providers, is compensated on a Capitation Compensation basis, Medical Group shall make payment on each Medical Group Provider's clean, complete, accurate and timely submitted claims for Contracted Services rendered to a Member within forty-five (45) days of receipt of each such claim, or within the time required by applicable State or Federal law or regulation, or within such other period of time as set forth in the applicable Benefit Program Addendum to this Agreement, all in accordance with the performance standards and criteria of ABC Payor or a Payor as outlined in a separate Delegated Services Agreement between ABC Payor and Medical Group.

(d) Appeals. Medical Group and Medical Group Provider shall abide by ABC Payor’s appeal process for disputes regarding denial of coverage as outlined in the Provider Manual.

(e) Capitation Compensation. ABC Payor shall comply with the provisions of Article 20A.18A(e) of the Florida Insurance Code related to capitation as a method of compensation and the time frame for payment of capitated amounts.

3.3 Eligibility. Except in an Emergency, Medical Group shall verify the eligibility of Members before providing Contracted Services. When required by the applicable Utilization Management Program, Medical Group shall verify the eligibility of Members before providing Medical Group Risk Services. ABC Payor shall confirm the eligibility of any Member when such is in question.

3.4 Reconciliation of Eligibility. When Medical Group is compensated on a Capitation Compensation basis, ABC Payor shall provide Medical Group with a monthly list of Members for whom Medical Group is responsible for rendering Medical Group Risk Services during such month. ABC Payor will discourage retroactive cancellation or addition of Members to a Benefit Program. However, in the event ABC Payor allows such adjustments, ABC Payor shall retroactively adjust Medical Group's Capitation Compensation as necessary, provided that the retroactive addition or cancellation period shall not exceed ninety (90) days (except for Medicare Advantage Plans, which have no such limits). In cases where a Member has utilized a non-Participating Provider, and an appeal of the denial of such utilization by ABC Payor or Medical Group has been approved in favor of the Member by a governmental agency or its agent, after such ninety (90) day period, ABC Payor may disenroll such Member and retroactively adjust Medical Group's Capitation Compensation accordingly. In the event of allowable retroactive additions, Medical Group agrees to be responsible for all Medical Group Risk Services (in the event of an Emergency, Medical Group Risk Services do not require authorization from Medical Group for Medical Group to retain financial responsibility) rendered to the Member from beginning of the retroactive period. In the event of retroactive cancellations, Medical Group may bill the putative Member for all Medical Group Risk Services received by the putative Member from the date such putative Member was no longer covered under the applicable Benefit Program.

3.5 Collection of Copayments. Medical Group shall use its best efforts to collect all Copayments due from Members, and shall not waive or fail to pursue collection of Copayments from Members, without the prior written consent of ABC Payor.

3.6 No Surcharges. Medical Group shall not charge the Member any fees or surcharges for Contracted Services rendered pursuant to this Agreement (except to the extent of authorized Copayments). In addition, Medical Group shall not collect a sales, use or other applicable tax from Members for the sale or delivery of medical services. If ABC Payor or any Payor receives notice of any additional charge, Medical Group shall fully cooperate with ABC Payor or such Payor to investigate such allegations, and shall promptly refund any payment deemed improper by ABC Payor or a Payor to the party who made the payment.

3.7 Member Held Harmless. Medical Group hereby agrees on behalf of itself and all Medical Group Providers that in no event, including, but not limited to, non-payment by ABC Payor, an Affiliate or a Payor, insolvency of ABC Payor, such Affiliate, or a Payor, or breach of this Agreement, shall Medical Group or Medical Group Providers bill, charge, collect a deposit from, seek compensation, remuneration, or reimbursement from, or have any recourse against Members or persons other than ABC Payor or a Payor acting on their behalf for Contracted Services provided pursuant to this Agreement. This provision shall not prohibit collection of supplemental charges or Copayments made in accordance with the terms of the applicable Benefit Program nor prohibit collection of fees for non-Contracted Services or non-Covered Medical Services. Medical Group further agrees on behalf of itself and all Medical Group Providers that (a) this provision shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of Members; and (b) this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Medical Group and Members or persons acting on their behalf. Any modification, addition, or deletion to the provisions of this clause shall be effective on a date no earlier than fifteen (15) days after the State regulatory agency has received written notice of such proposed change and has approved such change.

3.8 Conditions for Reimbursement for Non-Covered Medical Services. Medical Group Provider may bill a Member for Non-Covered Medical Services rendered by an Medical Group Provider to such Member only if the Member is notified in advance that the services to be provided are Non-Covered Medical Services under the Member's Benefit Program, and the Member requests that the Medical Group Provider render the Non-Covered Medical Services, prior to Medical Group Provider's rendering of such services. Neither a Member, nor ABC Payor, any Affiliate, nor any Payor shall be liable to pay Medical Group Provider for any Contracted Service rendered by Medical Group Provider to a Member which is determined under a Utilization Management Program not to be Medically Necessary.

3.9 Coordination of Benefits. Medical Group agrees and shall cause Medical Group Providers to conduct Coordination of Benefits in accordance with the policies and procedures established by ABC Payor, an Affiliate or a Payor for the applicable Benefit Program. Medical Group or Medical Group Provider shall not bill Members for any portion of Contracted Services not paid by the primary carrier when ABC Payor, an Affilate or Payor is the secondary carrier, but shall instead look to ABC Payor, an Affiliate or Payor for such payment. Except when Medical Group on behalf of Medical Group Providers is compensated on a Capitation Compensation basis when a Member has coverage which is primary through another carrier, then ABC Payor's or a Payor's compensation to Medical Group Provider shall be limited to the difference between the amount paid by the primary payor and the contract rates, including Copayments, contained in the applicable Addendum to this Agreement. When Medical Group on behalf of Medical Group Providers is compensated on a Capitation Compensation basis, Medical Group shall be entitled to conduct Coordination of Benefits.

3.10 Third Party Recoveries. When ABC Payor or a Payor has compensated Medical Group Provider for Contracted Services, then ABC Payor or a Payor retains the right to recover from applicable third party carriers covering a Member, including self-insured plans, and to retain all such recoveries. Medical Group agrees and shall cause Medical Group Provider to provide ABC Payor with such information as ABC Payor may require to pursue recoveries from such third party sources, and to promptly remit to ABC Payor or a Payor any monies Medical Group Provider may receive from or with respect to such sources of recovery.

3.11 Resolution of Disputes Regarding Payment for Certain Services. It is understood by ABC Payor and Medical Group when Medical Group is paid Capitation Compensation for Medical Group Risk Services under a Benefit Program, that situations may arise in which a Member seeks coverage for a service that is or may be outside the specific terms of what is a Covered Medical Service under the Benefit Program. In such situations, if ABC Payor decides that the service should be treated as a Covered Medical Service, Medical Group shall provide or arrange to provide it, even if Medical Group disagrees with ABC Payor's decision. The cost of the service shall be included in the medical costs to be paid out of Capitation Compensation or shall be paid for from the Shared Risk Pool (Hospital Risk Pool for Medicare Advantage Members), as applicable. Following the provision of the service as described above, if Medical Group wishes to dispute the inclusion of the cost of the service in the medical costs to be paid out of Capitation Compensation (whether because Medical Group takes the position that (i) the service is not a Covered Medical Service or (ii) the service is a Covered Medical Service but should be paid for from the Shared Risk Pool (Hospital Risk Pool for Medicare Advantage Members)), it shall so notify ABC Payor in writing by certified mail, return receipt requested, within the thirty (30) day period after the claim for such services has been paid. The parties shall make a good faith effort to negotiate a mutually agreeable resolution. If ABC Payor and Medical Group are unable to resolve the dispute by agreement within thirty (30) days thereafter, Medical Group may seek arbitration as provided in Section 6.4 of the Agreement. If the dispute is over whether the cost of the service is to be paid out of Capitation Compensation or from the Shared Risk Pool (Hospital Risk Pool for Medicare Advantage Members), the decision of the single arbitrator or a majority of the arbitrators, as the case may be, shall determine the extent to which such cost is to be paid out of Capitation Compensation or the Shared Risk Pool (Hospital Risk Pool for Medicare Advantage Members). If the dispute is over whether the service is a Covered Medical Service, the following shall apply: (i) the sole issue to be determined in the arbitration shall be whether, under all the facts and circumstances at the time ABC Payor made the coverage decision, it was reasonable to treat the service as a Covered Medical Service and (ii) if the decision of the single arbitrator or a majority of the arbitrators, as the case may be, is that it was reasonable to treat the service as a Covered Medical Service, the cost of the service shall be included in the medical costs to be paid out of Capitation Compensation or the Shared Risk Pool (Hospital Risk Pool for Medicare Advantage Members), as applicable, in accordance with such decision.

3.12 Resolution of Disputes Regarding Capitation Payments. For any month or months, if Medical Group disputes the accuracy of ABC Payor’s Member eligibility report, Capitation Compensation payments, Shared Risk Pool disbursements or charges against the Shared Risk Pool, Medical Group shall notify ABC Payor in writing as soon as is practicable after it becomes aware of such issue in dispute, setting forth the reasons for such dispute, but in no event shall Medical Group submit nor ABC Payor accept Medical Group’s dispute received by ABC Payor greater than sixty (60) days following the occurrence of the issue in dispute or Medical Group’s knowledge of the occurrence of the dispute.

3.13 Financial Incentive Plans. ABC Payor and Medical Group, on behalf of itself and Medical Group Providers, agree that any financial incentive (as defined under the applicable HMO Laws) received from ABC Payor, an Affiliate, or a Payor related to the performance of Medical Group’s or Medical Group Provider’s duties under this Agreement shall comply with the applicable HMO Laws and that no payments shall be made directly or indirectly to Medical Group or Medical Group Providers as an inducement to reduce or limit Medically Necessary services.

IV. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall be effective for an initial term beginning as of the Effective Date and shall continue through December 31, 2000 (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive one (1) year periods, unless one party notifies the other in writing of its intent to terminate in accordance with this Agreement, at least one hundred and eighty (180) days prior to the effective termination date.

4.2 Renewal and Termination of a Benefit Program. The voluntary termination by either ABC Payor or Medical Group of any Addenda specific to any Benefit Program is subject to the one hundred and eighty (180) day notice by either party. In the event ABC Payor does not renew its CMS Contract for Medicare Advantage ABC Payor will notify CMS and Medical Group simultaneously of its intention not to renew in accordance with the terms and conditions of the CMS Contract. In the event CMS terminates the CMS Contract, ABC Payor will notify Medical Group of the termination of the applicable Benefit Program upon receiving notice from CMS. The termination of any Benefit Program specified in any Addenda shall not require the termination of this Agreement. Upon the termination of any Benefit Program specified in any Addenda, any and all other Benefit Program specified in any other Addenda shall remain in full force and effect unless the Benefit Program is otherwise individually terminated or the entire Agreement is terminated in accordance with its terms. The renewal date of the term of this Agreement shall remain the same for all Benefit Programs covered hereunder, even if this Agreement becomes effective or terminates with respect to a particular Benefit Program after the initial or any renewal date of this Agreement, due to licensure, contract award or other reason.

4.3 Termination of the Agreement. ABC Payor may terminate this Agreement upon written notice to Medical Group, in the event of (a) Medical Group’s violation of any applicable law, rule or regulations; (b) Medical Group’s failure to maintain the professional liability insurance coverage specified hereunder; (c) Medical Group’s failure to comply with the terms, conditions or determinations of any Utilization Management Program or Quality Assurance and Management Program or other Benefit Program Requirements; (d) Medical Group’s breach of Section 2.1(a), 2.1(e), 2.1(g), 2.1(h), 2.1(i) , 2.1(j), 2.8, 2.11, 2.12, 2.13, 2.15, 2.20, 3.6, 3.7 or 3.8 hereof. ABC Payor may immediately term the Agreement upon written notification in the event ABC Payor believes the health and /or safety of Members is or may be jeopardized. If ABC Payor determines that termination due to Material Breach under Section 4.3 is required, then before terminating the Agreement, ABC Payor shall provide written explanation to Medical Group of the reasons for termination.

4.4 Termination Due to Material Breach. In the event that either Medical Group or ABC Payor fails to cure a material breach of this Agreement within thirty (30) days of receipt of written notice to cure from the other, the non-defaulting party may terminate this Agreement, effective as of the expiration of said thirty (30) day period. If the breach is cured within such thirty (30) day period, or if the breach is one which cannot reasonably be corrected within thirty (30) days, and the defaulting party makes substantial and diligent progress toward correction during such thirty (30) day period or submits a corrective action plan acceptable to the other party, this Agreement shall remain in full force and effect. Either party may terminate this Agreement immediately by providing written notice to the other party upon (i) the filing by or against a party in a court of competent jurisdiction of a petition for bankruptcy, reorganization, dissolution, liquidation, or receivership; or (ii) the inability of a party to pay its debts as they mature or an assignment of assets by a party for the benefit of its creditors.

4.5 Process of Termination. At least ninety (90) days prior to the effective date of termination of this Agreement, ABC Payor shall provide written explanation to Medical Group of the reasons for termination, except in the case of imminent harm to patient health, action against license to practice or fraud or malfeasance, in which case termination may be immediate. On request and before the effective date of the termination of this Agreement, but within a period not to exceed sixty (60) days, Medical Group shall be entitled to a review of ABC Payor’s proposed termination by an advisory review panel, except in a case in which there is imminent harm to patient health or an action by a state medical board, or other medical licensing board, or other licensing board or Government Agency, that effectively impairs Medical Group’s ability to operate in the State, or in a case of fraud or malfeasance. The advisory review panel shall be composed of Participating Providers appointed to serve on the standing quality assurance committee or utilization review committee of ABC Payor. The decision of the advisory review panel must be considered but is not binding. ABC Payor shall provide to Medical Group, on request, a copy of the recommendation of the advisory review panel and ABC Payor’s determination. Medical Group shall be entitled to an expedited review process by ABC Payor on request of Medical Group. Except for termination based on imminent harm to Members, ABC Payor shall notify Members of the termination by ABC Payor of Medical Group’s status as a Participating Provider at least thirty (30) days prior to the effective date of the termination or the advisory review panel makes a formal recommendation.

4.6 Successor Entity or Management Company. ABC Payor shall have the right to terminate this Agreement on ninety (90) days’ prior written notice to Medical Group if ABC Payor reasonably determines that any successor entity or company responsible for the management of Medical Group cannot satisfactorily perform the obligations of Medical Group under this Agreement or that ABC Payor prefers not to do business with the successor entity or management company.

4.7 Effect of Termination. In the event that a Member is receiving Contracted Services at the time this Agreement terminates, Medical Group shall cause Medical Group Provider to continue to provide Contracted Services to the Member until: (a) treatment is completed; or (b) the Member is assigned to another Participating Provider; or (c) Member ceases to be covered. Compensation for such Contracted Services shall be at the ABC Payor fee for service fee schedule as amended from time to time and in accordance with Section 4.6 below. With respect to Benefit Programs under the Medicare Advantage Program, Medical Group acknowledges and agrees that in the event of ABC Payor’s insolvency or other cessation of operations, benefits to Members will continue through the period for which payment from CMS to ABC Payor has been paid, and benefits of Members who are inpatients in a hospital on the date of insolvency or other cessation of operations will continue until their discharge. Any modification, addition, or deletion to the provisions of this Section shall be effective on a date no earlier than fifteen (15) days after the appropriate Government Agency has received written notice of such proposed change and has approved such change.

4.8 Member Notification. Medical Group and ABC Payor remain liable for any obligations or liabilities arising from conduct prior to the effective termination date. ABC Payor shall notify Members seeking professional services from Medical Group Providers after the date of termination that Medical Group and Medical Group Providers are no longer Participating Providers. If Medical Group is terminated for reasons other than Medical Group’s request, Members will not be notified until the effective date of the termination or until such time as the ABC Payor advisory review panel makes a formal recommendation. If Medical Group and Medical Group Providers are terminated for reasons related to imminent harm, ABC Payor will notify Members immediately.

4.10 Fines or Sanctions. If Medical Group’s failure to provide ABC Payor with the appropriate sixty (60) day notice of Medical Group Provider terminations, as required by Section 2.1(f), results in a fine or sanction levied against ABC Payor by the Florida Department of Insurance, or the Health Care Financing Administration, ABC Payor shall have the right to collect or otherwise withhold from Medical Group the lessor of the entire fine or sanction, if Medical Group is the sole cause of such fine or sanction, or Medical Group’s pro-rata share of such fine or sanction amount from future Capitation Compensation to be paid to Medical Group.

V. RECORDS, AUDITS AND REGULATORY REQUIREMENTS

5.1 Medical and Other Records. Medical Group on behalf of itself and all Medical Group Providers warrants that it prepares and maintains and will prepare and maintain all medical and other records required by law. Medical Group shall cause Medical Group Provider to maintain such records for at least seven (7) years after the rendering of Contracted Services (records of a minor child shall be kept for at least one (1) year after the minor has reached the age of eighteen (18), but in no event less than seven (7) years). Additionally, Medical Group shall maintain such financial, administrative and other records as may be necessary for compliance by ABC Payor and Payors with all applicable local, State, and federal laws, rules and regulations.

5.2 Access to Records; Audits. The records referred to in Section 5.1 shall be and remain the property of Medical Group and/or Medical Group Provider, as applicable, and shall not be removed or transferred from Medical Group or Medical Group Provider except in accordance with applicable local, State, and federal laws, rules and regulations. Subject to applicable State or federal confidentiality or privacy laws, ABC Payor, an Affiliate, and Payors, or their designated representatives , and any Government Agency shall have access to Medical Group and each Medical Group Provider, during normal business hours on request, to inspect and review and make copies of such records. When requested by ABC Payor, an Affiliate, Payors, or a Government Agency, Medical Group or Medical Group Provider, as applicable, shall produce copies of any such records for which Medical Group or Medical Group Provider shall charge no more than $.10 per page. In no event, however, shall Medical Group or Medical Group Provider charge for copying records requested for payment of a claim. Additionally, Medical Group agrees and shall cause Medical Group Providers to permit ABC Payor, or its designated representatives, and any Government Agency to conduct site evaluations and inspections of Medical Group’s and Medical Group Provider’s offices and service locations.

In order to confirm the access to Member medical information which is permitted by applicable law, Medical Group shall cause Medical Group Providers to use best efforts to obtain, at the time of the Member's first visit, a signed authorization from the Member (or adult acting on behalf of a minor Member) that provides in words or substance as follows:

" Consent to Disclosure of Medical Information

1. I understand that health care services received by me or my family through [name of Medical Group Provider] may be covered by one or more health insurance policies or other health plans.

2. I understand that in providing or arranging these health care services, [name of Medical Group Provider] will learn personal medical information about me or my family.

3. I agree on behalf of myself (and, if applicable, any minor child named on this form) that [name of Medical Group Provider] may share all medical information with the health plan(s) and that the health plan(s) may share all medical information with other persons, including any information concerning diagnosis or treatment of mental disorders or alcohol or drug abuse. However, my agreement is limited to the extent that the sharing of medical information is reasonably necessary for the administration of the health plan(s), including all procedures for quality and cost-efficiency."

The original of such authorization shall be maintained by the Medical Group Provider as a permanent part of the Member's medical record. Medical Group understands and acknowledges that Medical Group Providers are obligated to release copies of patient medical records upon receipt of signed authorization from the Member in the form or similar form as outlined above, in the event that (i) a Member changes his or her Participating Physician or (ii) this Agreement is terminated. Medical Group or Medical Group Physician shall affect such transfer to another Participating Physician or other health care provider without charge to the Member, ABC Payor or the physician assuming responsibility for the Member’s care. ABC Payor shall coordinate the request for transfer of records and shall take such necessary steps to provide that Member has authorized transfer of records in accordance with applicable state, local or federal law.

5.3 Continuing Obligation. The obligations of Medical Group and Medical Group Provider under Sections 5.1 and 5.2 shall not be terminated upon termination of this Agreement, whether by rescission or otherwise. After termination of this Agreement, ABC Payor, an Affiliate, Payors and any Government Agency shall continue to have access to Medical Group’s or a Medical Group Provider’s records as necessary to fulfill the requirements of this Agreement and to comply with all applicable laws, rules and regulations.

5.4 Access to Financial Records. When Medical Group is compensated on other than a fee‑for‑service basis and is responsible for paying claims of other IPAs, ABC Payor also shall have access to all financial records relating to the financial condition of Medical Group as follows:

(a) Audited Financial Statements. Medical Group shall provide to ABC Payor a true copy of Medical Group’s annual financial statement(s), audited by an independent certified public accountant, within one hundred twenty (120) days after the end of Medical Group’s fiscal year. At the same time, Medical Group shall also provide a copy of any management letter prepared by such accountants.

(b) Regulatory Financial Statements. Medical Group shall provide to ABC Payor a true copy of each financial statement that Medical Group files with the regulatory agency having jurisdiction over Medical Group’s operations within the State including annual, quarterly, and monthly financial statements, within fifteen (15) days of the filing of such statement with such agency by Medical Group.

(c) Notice of Reserve Deficiency. If Medical Group is required to maintain any financial reserve requirement(s) by the regulatory agency having jurisdiction over Medical Group’s operations within the State, then Medical Group shall immediately give ABC Payor:

(i) Written notice of Medical Group’s failure to comply with any financial reserve requirement; and

(ii) A copy of the regulatory agency’s written notice of Medical Group of such agency’s determination, assertion, allegation, or contention that Medical Group is not in compliance with any financial reserve requirement, notwithstanding that Medical Group may dispute, disagree with, or otherwise question such determination, assertion, allegation, or contention of the agency.

5.5 Reinsurance Insurance. If Medical Group has entered into any agreement for reinsurance insuring Medical Group against risks or large claims (“Reinsurance Policy”), Medical Group shall provide ABC Payor a true copy of Medical Group’s current Reinsurance Policy, not later than the Effective Date of this Agreement. Within fifteen (15) days after receipt or any renewal or replacement Reinsurance Policy, Medical Group shall provide to ABC Payor a true copy thereof. If Medical Group receives notice from the reinsurer of the termination or nonrenewal of such Reinsurance Policy, Medical Group shall give ABC Payor immediate written notice thereof.

5.6 Insolvency Insurance. If Medical Group has entered into any agreement for insolvency insurance insuring Medical Group or its members against risks of Medical Group’s insolvency (“Insolvency Insurance Policy”), Medical Group shall provide to ABC Payor a true copy of Medical Group’s current Insolvency Insurance Policy, not later than the effective date of this Contract. Within fifteen (15) days after receipt of any renewal or replacement Insolvency Insurance Policy, Medical Group shall provide to ABC Payor a true copy thereof. If Medical Group receives notice from the Insolvency Insurer of termination or nonrenewal of such Insolvency Insurance Policy, Medical Group shall give ABC Payor immediate written notice thereof.

Medical Group agrees to submit such reports and financial information as is necessary for ABC Payor to comply with regulatory requirements to monitor the financial and administrative viability of Medical Group.

5.7 Regulatory Compliance. Medical Group, on behalf of itself and all Medical Group Providers, agrees to comply with HMO Laws and all applicable local, State, and federal laws, rules and regulations, now or hereafter in effect, to the extent that they directly or indirectly affect Medical Group, Medical Group Providers, ABC Payor, or any Payor, and bear upon the subject matter of this Agreement.

VI. GENERAL PROVISIONS

6.1 Amendments. ABC Payor can amend this agreement with 30 days prior written notice.

6.2 Assignment. ABC Payor can assign this agreement with 30 days written notice.

6.3 Confidentiality. ABC Payor and Medical Group agree to hold all confidential or proprietary information or trade secrets of each other in trust and confidence and agree that such information shall be used only for the purposes contemplated herein, and not for any other purpose. Specifically, Medical Group, as well as ABC Payor and Payors, shall keep strictly confidential all compensation rates set forth in this Agreement and its Addenda, except that this provision does not preclude disclosure of the method of compensation, e.g., fee-for-service, capitation, shared risk pool, DRG or per diem.

6.4 Dispute Resolution. Medical Group and ABC Payor agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Any controversy, dispute or claim arising out of or relating to this Agreement or the breach thereof, including any question regarding its interpretation, existence, validity or termination, shall be resolved by arbitration in accordance with this Section 6.4. provided however that the following shall not be subject to arbitration: (i) the right of either ABC Payor or Medical Group to terminate this Agreement without cause under Section 4.1; or (ii) in a legal proceeding brought by a third party against ABC Payor, an Affiliate, Medical Group, or any Medical Group Provider (a" Defendant"), any cross-claim or third party claim by such Defendant against ABC Payor, an Affiliate, Medical Group, or any Medical Group Provider. Negotiation shall be a condition precedent to the filing of any arbitration demand by either party, and no arbitration demand may be filed until the exhaustion of ABC Payor's internal appeal procedures. In the event arbitration between Medical Group and ABC Payor becomes necessary, such arbitration shall be initiated by either party making a written demand for arbitration on the other party. The arbitration shall be conducted in Houston, Harris County, Florida. The arbitration shall be conducted in accordance with the Florida General Arbitration Act (the "Act") and the Commercial Arbitration Rules of the American Arbitration Association (the "Rules") as they are in effect when the arbitration is conducted. To the extent that the Act is inconsistent with the Rules, the Act shall govern over the Rules. The parties expressly agree to be bound by the decision of the arbitrator(s). The parties further agree that the costs of arbitration are to be borne in equal shares each party. Notwithstanding this agreement to arbitrate, ABC Payor, an Affiliate, Medical Group, or any Medical Group Provider may seek interim and/or permanent injunctive relief pursuant to this Agreement in any Houston, Harris County, Florida court of competent jurisdiction. With respect to disputes arising during the life of this Agreement, this Section 6.4 shall survive the termination or expiration of this Agreement.

6.5 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter hereof, and no other agreement, statement or promise relating to the subject matter of this Agreement shall be valid or binding.

6.6 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, except to the extent such laws conflict with or are preempted by any federal law, in which case such federal law shall govern. Federal law shall also govern with respect to Benefit Programs of federal governmental Payors.

6.7 Hold Harmless of Parties. Neither Medical Group nor ABC Payor (nor any of their respective agents or employees) shall be liable to the other for any act or omission of the other party. Medical Group and ABC Payor each agrees to hold the other harmless from and against any and all liabilities, losses, damages, claims and expenses of any kind, including costs and attorney’s fees incurred by the other party and arising from or in connection with the other party’s performance of, or failure to perform, its duties and obligations under this Agreement.

6.8 Exclusive Contract. This Agreement is exclusive and shall prohibit Medical Group from entering into agreements with other health care purchasers of health care services.

6.9 No Third Party Beneficiary. Nothing in this Agreement is intended to, or shall be deemed or construed to create any rights or remedies in any third party, including a Member, an Affiliate, Payor or Medical Group Provider. Nothing contained herein shall operate (or be construed to operate) in any manner whatsoever to increase the rights of any such Member or the duties or responsibilities of Medical Group or ABC Payor with respect to such Members.

6.10 Notice. Any notice required or desired to be given under this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, or overnight courier, or facsimile, addressed as follows:

ABC Payor Health Plans of Florida, Inc.

Medical Group:

Facsimile number: ____________________

Notices given hereunder shall be deemed given upon documented receipt. The addresses to which notices are to be sent may be changed by written notice given in accordance with this Section.

6.11 Regulation. ABC Payor is subject to the requirements of various local, State, and federal laws, rules and regulations. Any provision required to be in this Agreement by any of the above shall bind Medical Group, on behalf of itself and all Medical Group Providers, and ABC Payor whether or not provided herein.

6.12 Severability. If any provision of this Agreement is rendered invalid or unenforceable by any local, State, or federal law, rule or regulation, or declared null and void by any court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

6.13 Status as Independent Entities. The relationship between ABC Payor and Medical Group shall be that of independent contractors. None of the provisions of this Agreement is intended to create or shall be deemed or construed to create any relationship between Medical Group and ABC Payor other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Neither Medical Group nor ABC Payor, nor any of their respective agents, employees, or representatives shall be construed to be the agent, employee or representative of the other. This Agreement shall not create, and shall not be construed as creating, any partnership, joint venture, agency relationship or employer-employee relationship, or any other relationship except that of independent contractors. Nothing contained in this Agreement shall cause either ABC Payor or Medical Group to be liable or responsible for any debt, liability or obligation of the other party or any third party unless such liability or responsibility is expressly assumed by the party sought to be charged therewith.

6.14 Addenda. Each Addendum to this Agreement and the Exhibits thereto are made a part of this Agreement as though set forth fully herein. Any provision of an Addendum that is in conflict with any provision of this Agreement shall take precedence and supersede the conflicting provision of this Agreement.

6.15 Separate Obligations. The rights and obligations of ABC Payor under this Agreement shall apply to each Affiliate only with respect to the Benefit Programs of such Affiliate. No such Affiliate shall be responsible for the obligations of any other Affiliate under this Agreement with respect to the other Affiliate's Benefit Programs. The person executing this Agreement on behalf of ABC Payor has been duly authorized by each Affiliate to execute this Agreement on its behalf.

6.16 Force Majeure. ABC Payor and Medical Group shall each be excused, discharged and released from performance under this Agreement to the extent that all or part of the Agreement cannot be performed due to causes which are outside the control of ABC Payor and Medical Group, and could not be avoided by the exercise of due care, including but not limited to any acts of God, war, epidemic or by any enforceable law, regulation or order. The foregoing shall not be considered to be a waiver of any continuing obligations under this Agreement, and as soon as such conditions cease, the party affected thereby shall fulfill its obligations as set forth under this Agreement.

6.17 Remedies. All rights, powers, and remedies granted to either party by any particular term of this Agreement are in addition to, and not in limitation of, any rights, powers, or remedies which it has under any other term of this Agreement, at common law, in equity, by statute, or otherwise, and all such rights, powers, and remedies may be exercised separately or concurrently, in such order and as often as may be deemed expedient by either party. No delay or omission by either party to exercise any right, power, or remedy shall impair such right, power, or remedy or be construed to be a waiver of any breach or default or an acquiescence therein. A waiver by either party of any breach or default hereunder shall not constitute a waiver of any subsequent breach or default of either the same or any other provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

Medical Group		ABC PAYOR HEALTH PLANS OF FLORIDA, INC.
Signature		Signature
Title		Title: Chief Executive Officer
Date		Date
Federal Tax Identification Number