Exhibit 10.10


 


HEALTHSUN HEALTH PLANS, INC.


 


MSO Risk Agreement


 


With


 


MANAGED HEALTHCARE PARTNERS, LLC


 


Effective July 1, 2009


 






     


     


    

 


MANAGED HEALTHCARE PARTNERS


 


MSO RISK AGREEMENT


 


This MSO Risk Agreement (“Agreement”)
is made and entered into as of this 1st day of July, 2009, by and among HealthSun Health Plans, Inc., a Florida corporation
(“HealthSun” or “Plan”), and Managed Healthcare Partners, LLC, a Florida limited liability company (“MSO”).


 


WHEREAS,
HealthSun is licensed in the State of Florida to operate as a state-licensed Health Maintenance Organization with a Medicare
Advantage contract (“Plan”) under which members under an agreement with Plan (“Plan Members”) may be provided
with medical services, hospital care and other covered health benefits; and


 


WHEREAS,
MSO has an agreement with Plan pursuant to which Plan has engaged MSO to provide and arrange for the provision of Covered Services
(as hereinafter defined) to Plan Members; and


 


WHEREAS,
Plan has engaged MSO to perform and discharge those duties and responsibilities of Plan that Plan has contracted to perform
pursuant to its agreements with CMS, AHCA (each as hereinafter defined) and other applicable entities with which Plan has contracted,
or may in the future contract, insofar as it may legally delegate the performance thereof under applicable Florida law, regulation or
rule, and subject to any such restriction or limitation on the delegation of same; and


 


WHEREAS,
MSO is a staff model provider and provider network that engages and/or employs physicians and ancillary providers to provide
health care services to the members of health maintenance organizations, provider sponsored organizations, preferred provider organizations
and/or other managed care companies with which MSO contracts; and


 


WHEREAS,
Plan, pursuant to its contract with MSO, and in the discharge of its responsibilities thereunder, wishes to engage MSO to provide
and arrange for the provision of Covered Services to Plan Members, and MSO agrees to provide and to arrange for the provision of such
Covered Services under the terms and conditions set forth in this Agreement; and


 


WHEREAS,
Plan, and MSO believe that this Agreement will be mutually beneficial, and, as such, all parties agree to be bound by all terms
and conditions contained herein.


 


In consideration of the above,
it is mutually agreed as follows:


 


		I.	Definitions



 


For the purposes of this Agreement,
the following words and phrases shall have the meaning specified.


 


		1.1	“Admitting Physician” is a Participating Physician who admits Members to a Participating Hospital
or to another hospital with the approval of MSO.



 


		1.2	“Agreement” means this MSO Risk Agreement between Plan and MSO.



 


		1.3	“MICA” means Florida Agency for Health Care Administration.



 


		1.4	“CMS” means the Centers for Medicare and Medicaid Services or any successor agency representing
Medicare that administers the Medicare Advantage Program.



 






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		1.5	“Copayment” means the amount, if any, required to be paid by a Member to Participating Providers
as additional payments for Covered Services at the time Covered Services are rendered in accordance with Plan’s schedule of benefits
applicable to the particular health services plan in which a Member is enrolled.



 


		1.6	“Covered Services” means all medical services required to be provided to Members by Plan under
Plan’s agreement(s) with Medicare and under the terms of Plan’s agreements with Subscribers, including, without limitation,
Primary Care, specialist medical services, hospital services, ancillary and diagnostic services, and Emergency Services. Covered Services
are subject to change at any time as required by applicable law or under Plan’s Medicare agreement(s).



 


		1.7	“Credential” or “Credentialing” means the process for verifying that physicians
providing services under this Agreement are adequately trained, licensed, of good professional reputation and capable of working with
others in the provision of Covered Services to Members. The term shall be construed to include the re-credentialing process.



 


		1.8	“DFS” means Florida Department of Financial Services.



 


		1.9	“DHHS” means United States Department of Health and Human Services.



 


		1.10	“Effective Date” shall mean the effective date of this Agreement which shall be July 1,
2009.



 


		1.11	“Emergency Medical Condition” means a medical condition manifesting itself by acute symptoms
of sufficient severity (including severe pain) such that a prudent lay person, with an average knowledge of health and medicine, could
reasonably expect the absence of immediate medical attention to result in:



 


		(a)	Serious jeopardy to the health of the individual or, in the case of a pregnant woman, the health of the
woman or her unborn child;



 


		(b)	Serious impairment to bodily functions; or



 


		(c)	Serious dysfunction of any bodily organ or part.



 


		1.12	“Emergency Services” means Covered Services that are (i) furnished by a provider qualified
to furnish emergency services; and (ii) needed to evaluate or stabilize an Emergency Medical Condition.



 


		1.13	“Individual Subscription Agreement” means an agreement between Plan and an individual subscriber
by which such individual is entitled to become a Member of Plan in accordance with the terms of such agreement. Individual Subscription
Agreements shall include agreements between Plan and a Subscriber entitled to benefits under the Title XVIII of the Social Security Act,
as amended.



 


		1.14	“Medical Director” means a physician designated by Plan to monitor and review Covered Services
to Members provided or requested by a health care provider.



 






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		1.15	“Medical Staff’ means a hospital’s or ambulatory surgery center’s medical staff
as the term is defined in the bylaws of the hospital’s or ambulatory surgery center’s medical staff, and as such bylaws may
be amended from time to time.



 


		1.16	“Medically Necessary” shall be defined by Plan in the exercise of its sole discretion and
shall include due consideration of whether services are (i) consistent, specific and individualized with the symptoms or diagnosis
and treatment of Member’s condition, disease, ailment or injury; (ii) appropriate with regard to standards of good medical
practice within the surrounding community; (iii) not solely for the convenience of the Member, Member’s caretaker, a Participating
Provider, or other health care provider, and (iv) the most appropriate supply or level of service which cart be safely provided to
the Member.



 


		1.17	“Member” or “Plan Member” means an eligible Subscriber who (i) has been enrolled
in one of HealthSun’s Medicare health plans covered under this Agreement, as reflected on Attachment “D” hereof, and
(ii) has been assigned by Plan to MSO or a MSO Provider or have selected a MSO Provider.



 


		1.18	“MSO Provider” means a primary care physician, who or which (i) has entered into an agreement
with MSO and/or Plan to provide health care services to Members, (ii) and has successfully completed Plan’s Credentialing process.



 


		1.19	“Participating Provider” means a primary care physician, specialty physician hospital, ambulatory
surgical center, home health care agency, pharmacy, group practice, or any other health care provider which or who has entered into an
agreement with, or is otherwise engaged by, Plan to provide Covered Services to Members. Any such Participating Provider may be designated
as a Participating Hospital, Participating Physician, Participating Pharmacy, etc. All MSO Providers shall be deemed to be Participating
Providers for purposes of this Agreement.



 


		1.20	“Plan Provider Manual” means the HealthSun Health Plans Provider Manual, as amended and revised
from time to time by Plan, and provided to MSO.



 


		1.21	“Primary Care Physician” means a Participating Provider who has contracted with MSO, or Plan
to supervise, coordinate and provide Primary Care Services to Members, including the initiation of their referral to Specialty Physicians
and other Participating Providers for non-Primary Care Services, and who meets all the other requirements for Primary Care Physicians
contained in Plan Provider Manual and the agreement between Plan, MSO and Primary Care Physician.



 


		1.22	“Primary Care Services” means those Covered Services customarily provided by a primary care
physician in his or her office as well as services customarily provided by an attending primary care physician to institutionalized patients,
and includes, by way of example and not limitation, the Primary Care Services set forth in Attachment “A”.



 


		1.23	“Quality Improvement Program” means the program of Quality Improvement established by HealthSun,
and/or by MSO on behalf of HealthSun, to assure the proper level and quality of care is provided including, but not limited to, HealthSun’s
and MSO’s policies and procedures.



 






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		1.24	“Specialty Physician” means a Participating Provider who is appropriately qualified in a certain
medical specialty as determined by Plan who provides Covered Services to Members within the range of such specialty, who elects to be
designated as a Specialty Physician by Plan and who meets all other requirements for Specialty Physicians contained in HealthSun’s
and/or MSO’s rules and regulations, including Plan Provider Manual, and in the Agreement between Plan„ MSO and the Specialty
Physician.



 


		1.25	“Subscriber means a person who meets the eligibility requirements of Plan, enrolls pursuant to the
terms thereof, and for whom premiums are received by or on behalf of HealthSun.



 


		1.26	“Urgently Needed Services” means Covered Services that are not Emergency Services, provided
when an enrollee is temporarily absent from Plan’s service area (or, under unusual and extraordinary circumstances, provided when
the Member is in the service area but Plan’s provider network is temporarily unavailable or inaccessible) when the services are
medically necessary and immediately required (a) as a result of an unforeseen illness, injury or condition; and (b) it was not
reasonable given the circumstances to obtain the services through Plan.



 


		1.27	“Utilization Management/Utilization Management Program” means the evaluation and determination
of the appropriateness of patient use of medical care resources, and provision of any needed assistance to clinician and/or Member, to
ensure appropriate use of resources. Utilization Management includes prior authorization, concurrent review, retrospective review, discharge
planning, case management, and disease management protocols.



 


		II.	Duties and Responsibilities of Plan



 


		2.1	Compensation



 


Plan shall compensate MSO at the rates
and in the manner set forth in Attachment “B”. If MSO fails to make timely payments in accordance with Attachment
 “B,” Plan shall be responsible for making such payments.


 


		2.2	Member Eligibility



 


Plan shall provide each Member with an
identification card that shall be presented by the Member for purposes of assisting MSO Provider in verifying Member eligibility. In addition,
by the first day of each month, Plan shall provide MSO a list of all Members (“Membership List”) listing all Members eligible
to receive Covered Services during that month, which Membership List shall be effective for the month. The Membership List shall also
specifically identify accretions and deletions from the prior month’s Membership List. In addition, Plan shall arrange for MSO to
be able to obtain on-line access to the Membership List so that MSO can obtain at any time a current listing of eligible Members. Plan
and MSO shall not be responsible for medical services provided to non-eligible individuals.


 


		2.3	Claims Report



 


By the fifteenth (156) day
of each month, Plan shall provide MSO a claims report, in written or electronic form, setting forth all claims submitted during the immediately
preceding month for services provided to Plan Members for which MSO is responsible, the amount to be paid on account of each such claim
(subject to MSO’s contestation rights, as set forth in Section 2.7 below), and the reason(s) for denial for each claim
for which payment was denied.


 






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		2.4	Marketing



 


It is the understanding of the parties
that Plan will use its best efforts to enroll patients of MSO Providers in the Plan. No guarantees are afforded by Plan as to the number
of Members who will select MSO or MSO Providers. However, Plan will use commercially reasonable efforts to assign Members to MSO.


 


		2.5	Advertising



 


Plan and MSO may include the name, address,
telephone number and types of practice of MSO Providers in a roster of Participating Providers. The parties understand that this roster
may be inspected by and is intended for the use of current and prospective Members, Subscribers, Participating Providers, and other providers.
Neither MSO nor MSO Providers shall engage in any marketing activities with respect to Plan and shall not use the trademarks and trade
names employed by Plan without the prior written approval of Plan. MSO and MSO Providers may, however, without prior approval of Plan,
engage in marketing activities which do not use the trademarks and trade names employed by Plan, provided such marketing activities comply
with applicable federal Medicare Advantage Marketing Requirements.


 


		2.6	Administrative Duties



 


Plan and/or MSO, through a Medical Director(s) or
such other individuals as Plan designates, shall establish procedures relating to the following:


 


		(a)	A system for authorization of referrals to Specialty Physicians;



 


		(b)	Written notification of denied claim for Covered Services;



 


		(c)	A system of pre-admission certification for all elective hospital admissions;



 


		(d)	A Member encounter-reporting process to be implemented in accordance with Plan’s policies and procedures;



 


All procedures relating to the foregoing
shall be contained in the Plan Provider Manual. The parties to this Agreement agree and acknowledge that although Plan and MSO shall establish
procedures regarding the foregoing, MSO shall provide all services and functions with respect to some of the foregoing items, such as
authorizing written referrals and providing pre-admission certifications, as agreed to by the parties from time to time, and consistent
with Plan’s obligations as a licensed health plan.


 


		2.7	Administration by Plan



 


Plan has the sole responsibility and final
decision making authority for: (i) payment of claims for health services rendered to Members; (ii) credentialing of all Participating
Providers, including MSO Providers; (ii) eligibility for enrollment in Plan; (iii) termination of a Member’s coverage
under Plan; (iv) all benefit determinations; and (v) MSO Provider and Member grievance systems established by Plan. MSO agrees
to recognize and abide by all state and federal laws, regulations and guidelines including those applicable to HealthSun’s Medicare
health plan(s).


 






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Notwithstanding the provisions of Section 2.7(i) immediately
above, MSO may contest the payment of any claim for Covered Services rendered to a Member by filing a contestation notice within five
(5) days after receipt of the claims report referenced in Section 2.3. Plan shall promptly provide MSO with all relevant documentation
supporting payment of the contested claim. Within five (5) days after receipt of such documentation, MSO shall advise Plan of its
reasons for contesting the claim. Failure of MSO to file a contestation notice or to provide Plan with reasons for contesting the claim
within the prescribed five (5) day period shall be deemed acceptance of Plan’s initial payment determination. Within five (5) days
after receipt of Plan’s reasons for contesting the claim, Plan shall make a final decision with respect to payment of the claim,
based on the reason set forth in the contestation notice and taking into consideration, medical necessity, whether the appropriate level
of care was delivered and whether payment for such care is subject to coordination of benefits.


 


		2.8	Right to Approve Participating Providers



 


Plan shall approve all Participating Providers,
including the acceptance of MSO Providers as Participating Providers, and shall have the right to approve or disapprove the addition of
Primary Care Providers and Primary Care Provider service locations; provided, however, Plan shall not unreasonably withhold approval of
Participating Providers or additional locations.


 


		2.9	Establishment of Specialty Physician, Hospital and Ancillary MSO



 


Plan and MSO, agree and covenant that
they will assume the responsibility for establishing and maintaining agreements with all Participating Providers for the provision of
Covered Services, other than primary care providers, including but not limited to, specialty physicians, hospital (inpatient and outpatient),
ambulatory surgical center, home health care, pharmacy, and other ancillary services. Plan and MSO shall insure that there is geographic
coverage of Participating Providers within the CMS guidelines MSO’s Members and that MSO shall have access to such Participating
Providers during the term of this Agreement. In addition, Plan agrees to use its best efforts to enter into Participating Provider Agreements
with those physician specialists, hospitals, ambulatory surgical centers, home health agencies, pharmacies and other ancillary providers
as requested from time to time by MSO.


 






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		III.	Duties and Responsibilities of MSO



 


		3.1	Provision of Covered Services and Certain Administrative Services



 


MSO shall provide the appropriate personnel,
facilities and equipment necessary for the administration of MSO. Pursuant to this Agreement, the parties agree and covenant that MSO
will assume all responsibility for the provision of Covered Services to Members enrolled in Medicare plans of HealthSun as such Members
are reasonably assigned to MSO by Plan. MSO assumes the risk for the provision of Covered Services to Members whether or not those Covered
Services are provided by MSO Providers. In fact, certain Participating Providers that are not MSO Providers, including hospitals and ancillary
services providers, will provide Covered Services to Members for which MSO will have financial responsibility hereunder. Even though MSO
will not contract with such Participating Providers (e.g. hospitals and ancillary services providers), MSO shall have financial responsibility
for Covered Services provided to Members by Participating Providers. In addition, MSO hereby becomes obligated to manage and administer
Covered Services, subject to the terms and conditions of this Agreement. MSO agrees to provide or arrange for the provision of Covered
Services, including, without limitation those services set forth on Plan’s MedicareAdvantage health benefits, as reflected by HealthSun’s
Adjusted Community Rate Proposal (“ACRP”) as filed with and approved by CMS from time to time during the term hereof. Covered
Services shall be provided in accordance with the Utilization Management Program (as set forth in Section 3.5 hereof).


 


		3.2	Licensure and Participation in Medicare



 


Prior to being assigned a provider number
and being eligible to be assigned or treat Members, all MSO Providers must be credentialed by Plan in accordance with its credentialing
policies and procedures as amended and in effect from time to time. MSO represents and warrants that MSO Providers, and all other health
professionals employed, retained or in professional association with such MSO Providers who will provide services under this Agreement
are appropriately trained and qualified, licensed and authorized by the State of Florida and all other applicable governmental entities
to practice their profession and to perform procedures which are to be provided pursuant to this Agreement. MSO covenants that MSO Providers
and other health professionals employed by or associated with MSO Providers shall maintain their licenses and authorizations at all times
during the term of this Agreement. MSO further warrants that MSO Providers are certified as providers in good standing under the Federal
Medicare Program (Title XVIII of the Social Security Act, as amended).


 


		3.3	Compliance with Plan Programs and Rules



 


MSO agrees, and shall cause MSO Providers
to agree, to be bound by and comply with Plan’s policies, procedures and rules as promulgated from time to time, which are
now in effect and as hereafter adopted and amended, are incorporated in this Agreement, including without limitation those policies and
procedures set forth in the Plan Provider Manual, Plan’s credentialing program, Plan’s quality improvement program, Plan’s
grievance program, Plan’s risk management program, Plan’s compliance program and any other program established by Plan from
time to time. By executing this Agreement, MSO acknowledges receipt of such policies, procedures and regulations, including the Plan Provider
Manual. Plan shall promptly provide MSO with copies of any modification, amendment or any other change to any of such policies, procedures
programs or manuals.


 


		3.4	Agreements with MSO Providers



 


In the event MSO shall contract with primary
care physicians and specialty physicians to arrange for the provision of services to Members under this Agreement, the form of these agreements
with such MSO Providers (the “MSO Provider Agreements”) shall contain all CMS, AHCA and DFS required provisions and applicable
accrediting standards. MSO shall provide Plan with a copy of each form of MSO Provider Agreement, and upon request of Plan and/or MSO,
shall provide copies of each executed MSO Provider Agreement, which shall be subject to Plan’s and MSO’s approval for inclusion
as a Participating Provider. Such MSO Provider Agreements shall contain a provision stating that if the terms and conditions contained
in MSO Provider Agreement conflict with any terms and conditions contained in this Agreement, the provisions in this Agreement shall control
and supersede the terms and conditions contained in MSO Provider Agreement.


 






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		3.5	Utilization



 


MSO and MSO Providers shall comply with
and be monitored under Plan’s approved Utilization Management Programs as in effect from time to time, including, without limitation,
pre-certification of elective admissions and procedures, referral processes and reporting of clinical encounter data. MSO shall ensure
proper communication between MSO and Plan regarding Utilization Management decisions to enable Plan to carry on all other functions required
to be carried on in connection with the provision of Covered Services to Members, including the approval of referrals. Plan shall have
the right to override any Utilization determination reached by MSO and any such determination made by Plan shall be binding on MSO; Plan
may pay a claim or claims on the basis of its utilization determinations. Without limiting the generality of the foregoing, Plan may pay
any claim included in a claims report provided to MSO if MSO has not objected to the payment of said claim within five (5) business
days of the receipt by MSO of said claims report


 


		3.6	Verification of Eligibility



 


Subject to Plan complying with its obligations
under Section 2.2 above to provide each Member with an identification card and to provide MSO with a Membership List on a monthly
basis, MSO is responsible for verifying eligibility of Members before MSO Providers render Covered Services to such individuals (e.g.,
verifying Member’s inclusion in Membership List).


 


		3.7	MSO Provider Training



 


MSO shall cause MSO Providers to receive
and participate in any applicable training developed by Plan, the contents of which may be amended from time to time by Plan in its sole
and absolute discretion. MSO shall cause MSO Provider to maintain a level of experience through continuing education programs in MSO Provider’s
particular discipline and shall maintain the educational standards required by MSO Provider’s licensure board when applicable. MSO
Providers shall participate, to the extent feasible, in any continuing education programs established or recommended by Plan appropriate
to MSO Provider’s particular practice.


 


		3.8	Encounter Information



 


MSO shall cause MSO Providers to submit
encounter and clinical information for services rendered to Members on a monthly basis in compliance with Plan’s Quality Improvement
Program. The information shall consist of statistical and descriptive medical and patient data as specified by Plan. Encounter information
on capitated providers shall be submitted to Plan within thirty (30) days of the date of service to Members. Records shall be maintained
for a period of not less than ten (10) years from the termination of this Agreement and shall be retained for an additional period
of time if records are under review or audit until such review or audit is complete. MSO shall report to Plan’s risk manager all
incidents involving a Member in accordance with Plan’s incident report guidelines, which shall be established in accordance with
the provisions of Fla. Stat. Ch. 641.55 and Florida Administrative Code Rule 59A-I2.012. MSO shall designate an individual or individuals
who shall make reports of incidents to Plan’s risk manager. MSO shall report all incidents to Plan within three (3) working
days of their occurrence; provided that MSO shall immediately report to Plan the occurrence of an incident which results in: (i) the
death of Member; (ii) severe brain or spinal damage to a Member; (iii) a surgical procedure being performed on the wrong patient;
or (iv) a surgical procedure unrelated to a Member’s diagnosis or medical needs being performed. Receipt of the notices required
by this Section shall not constitute an assumption of liability on the part of Plan. Nothing in this Agreement requires either party
to disclose any information when applicable law prohibits disclosure.


 






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		3.9	MSO Provider Services



 


		(a)	Professional Standards. MSO shall cause MSO Providers to provide Covered Services to all Members
in an ethical and legal manner, in accordance with professional standards of care in the medical community.



 


		(b)	No Discrimination. MSO shall cause MSO Providers to provide Medically Necessary Covered Services
to Members upon referral to MSO Provider by Plan, without regard to race, color, age, place of residence, economic status, health status,
health care needs, benefit plan, source of payment, religion, genetic information, national origin or handicap of a Member.



 


		(c)	Equal Standards. MSO shall cause MSO Providers to render Covered Services to Members in the same
manner, in accordance with the same standards of care and with the same time availability as offered MSO Provider’s other patients
and without regards to (i) the degree of frequency of utilization of such services by a Member or, (ii) the physical condition
or health status of a Member.



 


		(d)	Hospital Admissions. MSO and/or Plan shall cause MSO Providers or Plan’s Admitting Physician
panel to admit to, and provide appropriate services at, a Participating Hospital to Members. MSO and/or Plan shall cause MSO Providers
or Plan’s Admitting Physician Panel to maintain clinical privileges at a Participating Hospital. Non-emergency admission to a Participating
Hospital must be certified in advance by Plan or MSO in accordance with the approved Utilization Management Program.



 


		(e)	Availability. MSO shall cause MSO Providers to make available primary care Covered Services twenty
four (24) hours per day seven (7) clays per week, including holidays, to comply with the following availability schedule: urgent
care - within one day; routine sick care - within one week; and well care - within one month. MSO shall cause MSO Providers to maintain
adequate personnel and facilities to fulfill the contracted obligations hereunder. MSO shall cause MSO Providers to be responsible for
the provision, authorization, coordination, supervision, monitoring and overall management of all primary care Covered Services to Members
in accordance with Plan’s policies and procedures. MSO shall ensure that MSO Providers who are Primary Care Physicians shall be
responsible for the making of referrals for Covered Services that are not Primary Care Services when Medically Necessary. In any event,
MSO shall cause MSO Providers to maintain a telephone answering service to handle Member calls twenty four (24) hours per day, seven (7) days
per week.



 






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		(f)	Communication with Members. MSO agrees, and shall cause MSO Providers to agree, to make provisions
for appropriately communicating with Members in the primary language used by Members, as and when the need arises.



 


		3.10	Members’ Medical Records



 


		(a)	Compliance. MSO shall, and shall cause MSO Providers to:



 


		(1)	recognize and abide by all applicable state and federal laws, regulations and guidelines, including, without
limitation, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and those applicable to Plan’s
health care plans.



 


		(2)	maintain appropriate, accurate and complete clinical record entries, as well as to participate in the
record-keeping system established by Plan, as may be modified from time to time.



 


		(b)	Contents and Confidentiality. Medical records of Members will include the recording of services
provided by MSO Providers, other health care providers, other reports from referral providers, discharge summaries, records of Emergency
Services received by the Members. All such records shall be treated as confidential so as to comply with all federal and state laws and
regulations regarding the confidentiality of patient records, including HIPAA.



 


		(c)	Inspection. Plan and MSO shall have the right to inspect at reasonable times, upon advance written
notice, MSO Providers’ facilities and Members’ medical records for compliance with Plan’s policies and procedures. Plan
and MSO shall have the right to inspect and to copy, at Plan’s expense, books, records (any and all) maintained by MSO Providers
pertaining to claims for Covered Services under this Agreement. Each MSO Provider shall maintain all such records at its principal place
of business in the State of Florida. MSO shall cause MSO Providers to permit authorized representatives of any state or federal authority
or agency to inspect MSO Providers’ facilities and to review the records of services provided to Members. MSO Providers shall retain
such records and provide such access to any governmental agency or to Plan for a period of not less than ten (10) years after the
expiration of this Agreement and retain such records for an additional period of time if the records are under review or audit until the
review or audit is completed. MSO and MSO Providers shall cooperate, if requested, with any inspection by AHCA and DHHS as a means of
evaluation of the quality, appropriateness and timeliness of service provided to Members. These inspections may include inspections of
any records pertaining to this Agreement.



 


		3.11	Participation in Plan Programs



 


		(a)	Programs. MSO agrees and shall cause MSO Providers to agree to support and participate in Plan’s
programs, including those pertaining to Plan’s policies and procedures, credentialing programs, quality improvement programs, utilization
programs, claims payment policies, grievances, continuing education and other similar programs of Plan that may be established from time
to time by Plan to promote appropriate standards of medical care and to control the cost and monitor the quality of medical services rendered
to Members, including without limitation programs relating to the precertification of elective admissions and procedures, referral process
and reporting of clinical encounter data. MSO Providers shall abide by and be bound by Plan’s program determinations.



 






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		(b)	Information. In conjunction with any such review or program, MSO shall cause MSO Providers to make
available at no charge to Plan, information related to treatment of Plan Members as is reasonably requested by Plan. MSO shall, and shall
cause MSO Providers to, abide by all of Plan’s applicable rules and regulations, policies and procedures, and acknowledges
that failure to do so by a MSO Provider shall be sufficient basis for immediate termination of such MSO Provider.



 


		3.12	Compensation and Billing



 


		(a)	Member Hold Harmless. MSO agrees, and shall assure that MSO Providers agree, that in no event,
including but not limited to, nonpayment by Plan, Plan or HealthSun insolvency, or breach of this Agreement by either party, shall MSO
or MSO Provider, or any representative or agent, bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement
from, or have any recourse against a Member, AHCA, DFS, CMS, or Subscriber, or person acting on their behalf for services provided pursuant
to this Agreement. This provision shall not prohibit collection of Copayments on Plan’s behalf made in accordance with the terms
of the applicable agreement between Plan and Member. MSO Providers shall use reasonable efforts to collect from Members applicable Copayments.
MSO shall cause MSO Providers to agree that (i) 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 that (ii) this provision supersedes
any oral or written contrary agreement now existing or hereafter entered into between or among MSO, MSO Provider and Members, or persons
on their behalf. MSO shall, and shall cause MSO Providers to, continue providing services to Members through any post insolvency period
in the manner set forth in Section 4.3 hereof or through any period after the termination of this Agreement to the extent necessary
to complete a plan of care or plan of treatment initiated prior to termination of this Agreement. Plan shall not alter the provisions
contained in this paragraph without the prior written approval of the Secretary or a Director, Superintendent or Commissioner of the DHHS.



 


		(b)	Refunds and Set-offs. MSO shall, and shall cause MSO Providers to, immediately refund to Plan any
and all sums collected by MSO Providers from Members to which MSO Providers were not entitled under this Agreement, including the Attachments
hereto. Such refunds shall take the form of cash payments or setoffs against amounts owed to MSO by Plan. When appropriate, Plan shall
return to Member such sums improperly charged by MSO Providers.



 


		(c)	Compliance with Plan Provider Manual. MSO Provider shall comply with all billing and reporting
procedures established by Plan as set forth in Agreement or the Attachments and Schedules hereto and in Plan Provider Manual.



 






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		3.13	Insurance



 


		(a)	Coverage. MSO shall maintain such policies of general liability, professional liability, and other
insurance as shall be necessary to insure MSO and MSO’s employees or agents against any claim for damages arising by reason of personal
injury or death occasioned directly or indirectly in connection with the provision of Covered Services to Members by MSO’s employees
or agents. MSO shall also require MSO Providers to maintain malpractice insurance in the minimum amount of $250,000 per occurrence, $750,000
per aggregate year or in such greater amounts as required by applicable law, or in lieu thereof, to otherwise comply with provisions of
Florida law relating to insolvency protection for patients. MSO shall, and shall cause MSO Providers to, secure and maintain, during the
term of this Agreement, worker’s compensation insurance for all of their employees connected with the work under this Agreement,
as required by applicable law. Such insurance shall comply with Florida’s Worker’s Compensation law. MSO shall maintain current
information and documentation regarding this Section 3.13 and shall advise Plan about such insurance, including the name of insurer,
policy number, nature and extent of coverage, and expiration date and/or about other arrangements pertaining to malpractice protection.
MSO shall notify plan not less than ten (10) days prior to any reduction, cancellation, termination or expiration of insurance coverage
for MSO or MSO Providers.



 


		(b)	Claims. MSO shall notify Plan of any claim or cause of action by or relating to a Member filed
against MSO or a MSO Provider within five (5) working days of MSO’s receipt of notice that such a claim or cause of action
has been filed. MSO shall cause each MSO Provider to notify MSO of any claim or cause of action by or relating to a Member filed against
such MSO Provider within five (5) working days of MSO Provider’s receipt of notice that such a claim or cause of action has
been filed. MSO shall provide Plan with any information regarding such claim or cause of action reasonably requested by Plan.



 


		3.14	Referrals



 


MSO shall, and shall cause its MSO Providers
to, abide by the referral system approved by Plan and MSO pursuant to the Utilization Management Program, as amended by MSO or Plan from
time to time in their sole and unfettered discretion. Except in cases of Emergency or the onset of a condition requiring Urgently Needed
Services, MSO Providers shall not make a referral of a Member to a Specialty Physician or a non-Participating Provider for Covered Services
without prior approval of Plan or MSO in accordance with the Utilization Management Program. Any such referrals shall be made in accordance
with approved policies for the provision of Covered Services. If MSO Provider wishes to refer a Member to a non-Participating Provider,
MSO Provider must request a referral in writing and MSO, in accordance with the Utilization Management Program, shall be responsible for
arranging the provision of the services. MSO Providers shall furnish to health care providers to whom or to which it has referred a Member
complete information on treatment procedures and all pertinent clinical services provided to Member prior to such referral. In the event
that non-Emergency services required by a Member are not available from any Participating Provider, non-Participating Providers may be
utilized with the prior written consent of Plan only.


 






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		3.15	Grievances and Disputes



 


MSO shall, and shall cause MSO Providers
to, cooperate with Plan in resolving any Members’ grievance(s) related to the provision or denial of Covered Services. MSO
shall notify Plan of any complaints received by MSO and MSO Providers. MSO shall, and shall cause MSO Providers to, use best efforts to
resolve any complaints in a fair and equitable manner. MSO shall, and shall cause MSO Providers to, agree to participate in and cooperate
with Plan’s Member grievance procedures, as enacted by Plan from time to time, and comply with all final determinations rendered
in accordance with those procedures.


 


		3.16	Assignment of New Members by Plan



 


By written notice to MSO, Plan’s
Medical Director may suspend referral of Members to MSO if it is determined that MSO or MSO Providers are not complying with (i) the
terms set forth in this Agreement; (ii) Plan’s policies and procedures; or (iii) Plan’s policy and/or program requirements.


 


		3.17	Coordination of Benefits



 


MSO shall, and shall cause MSO Providers
to, cooperate in the implementation of any of Plan’s obligations and/or policies and procedures relating to coordination of benefits
and other third party claims. MSO Providers shall bill when requested by Plan any third party payer for services rendered to Members.
MSO and MSO Providers will, when permitted by law, reimburse Plan in the event that payments are received from such payers for Covered
Services provided to Members, or assign to Plan all payments owed by such payers, and execute any further documents that may be required
or appropriate to permit Plan to bill and process forms for any third party payer on MSO Provider’s behalf or to bill such payers
directly, as determined by Plan.


 


		3.18	Provision of Non-Covered Services



 


In the event that MSO Providers shall
provide any non-Covered Services to a Member, MSO Providers shall, prior to the provision of such non-Covered Services, inform the Member
(a) of the service(s) to be provided, (b) that Plan will not pay for or be liable for said services, and (c) that
the Member will be financially liable for such services as permitted by applicable law.


 


		3.19	Acceptance and Treatment of Members



 


MSO agrees, and shall cause each MSO Provider
to agree, to accept Members as patients.


 


		3.20	Transfer of Members and Medical Records



 


		(a)	Requests to Transfer. As the physician-patient relationship is a personal one and may become unacceptable
to either party, MSO Provider may request in writing to Plan that a Member be transferred to another Participating Physician. However,
MSO Provider may not seek to have a Member transferred because of the amount of medical services required by the Member or because of
the physical condition of the Member. MSO acknowledges that Members have a contractual right to request a transfer to another Participating
Provider.



 






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		(b)	Transfer of Records. In the event of (i) the selection by a Member of another Participating
Provider in accordance with Plan procedures, or (ii) the approval by Plan of a MSO Provider’s request to transfer a Member
from such MSO Provider’s practice; to another Participating Provider, MSO Providers shall transfer copies of Member’s
medical records, x-rays, and any and all other pertinent data to Plan, and to the new Participating Provider as selected by Member, when
requested to do so in writing by Plan or Member. This charge shall be billed at a reasonable charge, not to exceed the amount stated in
Florida Statute Ch. 395.3025 and shall not be billed to Members, AHCA or CMS.



 


		3.21	Facilities and Environment



 


MSO shall, and shall require MSO Providers
to, provide a functionally safe and sanitary environment for all Members. The medical service facilities of MSO Providers will: (a) reasonably
accommodate handicapped individuals, (b) comply with applicable state and local building code and regulations; (c) comply with
applicable state and local fire prevention regulations; (d) comply with applicable federal laws and regulations; (e) are inspected
at least annually by the local or state fire control agency; (f) contain fire equipment and illuminated signs for cases of emergency
evacuation, (g) offer adequate lighting and ventilation, and (h) shall remain clean and properly maintained. MSO Providers shall
have in place appropriate procedures to handle medical and other emergencies that may arise in connection with services provided. By written
notice to MSO, Plan’s Medical Director may suspend referral of Members to any MSO Providers if it is determined that the facts presented
indicate that health or safety of Members could be endangered by such MSO Provider’s continued participation in Plan.


 


		3.22	Formulary



 


MSO shall, and shall cause MSO Providers
to, comply with Plan’s Prescription Drug Formulary, which may be amended from time to time, by Plan in its sole discretion. Plan
shall promptly notify MSO of any amendment to Plan’s Prescription Drug Formulary.


 


		3.23	Signs and Displays



 


MSO Providers shall display in a visible
and prominent place any reasonable card, plaque or similar identifying logo provided by Plan to identify MSO Providers to Members.


 


		3.24	Notification of Changes



 


MSO shall immediately notify Plan in writing
upon the receipt of any verbal or written notice of the occurrence of any of the following:


 


		(a)	Any changes to the list of current MSO Providers, their addresses and telephone and facsimile numbers.
A complete list of MSO Providers is contained in Attachment C;



 


		(b)	Any MSO Provider’s license to practice medicine in the State of Florida is suspended, revoked, terminated,
or subject to terms of probation or other restrictions;



 






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		(c)	MSO or any MSO Provider has become a defendant in any malpractice action initialed by a Member, receives
any pleadings, notices or demands of claim, or service of process relating to alleged malpractice involving a Member, or is required to
pay damages in any such action by way of judgment or settlement;



 


		(d)	MSO or any MSO Provider becomes the subject of any disciplinary proceeding or action before a governmental
agency, including any State of Florida department, board, or agency, or a similar entity in any state;



 


		(e)	Any MSO Provider is convicted of a felony relating directly or indirectly to the practice or conduct of
such MSO Provider’s profession;



 


		(f)	MSO or any MSO Provider is sanctioned or is subject to sanctions by the Medicare programs;



 


		(g)	Any MSO Provider’s clinical privileges at any hospital are terminated, canceled or suspended;



 


		(h)	MSO Provider becomes incapacitated;



 


		(i)	An act of nature or any event beyond a MSO Provider’s reasonable control likely to interrupt all
or a portion of a MSO Provider’s practice for a period of sixty (60) consecutive calendar days, or which may have a material adverse
effect on MSO Provider’s ability to perform his/her/its obligations for this period;



 


		(j)	Any change in the nature or extent of services rendered by a MSO Provider;



 


		(k)	Any material change or addition to the information and disclosures submitted by MSO Provider as part of
the application for a contract with Plan or MSO to provide Covered Services to Members;



 


		(l)	Any other act, event, occurrence or the like that might materially affect a MSO Provider’s ability
to carry out his/her/its duties and obligations to Members.



 


		(m)	If a MSO Provider is a corporation, professional association or partnership, any of the above events with
respect to a physician or other health professional who owns, is employed by or is otherwise associated with such MSO Provider.



 


		3.25	Corporate Representations



 


MSO represents that it has and shall maintain
any and all applicable permits and licenses relating to its business and the performance of its obligations under this Agreement. MSO
is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. MSO has full power and
authority to own and operate its properties and assets and to conduct and carry on its business as it is now being conducted and operated
by MSO. This Agreement has been validly executed and delivered by MSO and constitutes a legal, valid and binding obligation of MSO. MSO
has full power and authority to execute and deliver this Agreement and to perform its obligations under and consummate the transactions
contemplated by this Agreement. The execution, delivery and performance of this Agreement by MSO does not, and the consummation by MSO
of the transactions contemplated hereby will not, and the compliance by MSO with the provisions hereof will not, (a) conflict with
or violate any provision of MSO’s Articles of Incorporation or Bylaws; (b) with or without notice or the passage of time or
both, constitute, give rise or result in the breach, default or event of default under, or violation of any obligation under, any note,
bond, mortgage, deed, license, franchise, permit, lease, contract, agreement, or other instrument, commitment or obligation to which MSO
is a party and will not violate or conflict with any other material restriction of any kind or character to which MSO is subject; (c) violate
any order, writ, injunction, decree, judgment or ruling of any court or governmental authority applicable to MSO; or (d) violate
any material statute, law, rule or regulation applicable to MSO.


 






    15 


     


    

 


		3.26	Professional Corporations or Partnerships



 


In the event that MSO contracts with a
MSO Provider or group of providers that is a professional corporation, professional association or partnership rather than an individual
Physician or provider, MSO agrees to cause all of the terms set forth herein to apply with equal force to both the professional corporation,
professional association or partnership and the individual physicians or providers associated with such entity. Notwithstanding any interpretation
of this Agreement to the contrary, MSO agrees, represents and covenants that all of the provisions of this Agreement applicable to MSO,
unless expressly inapplicable, shall apply with equal force to MSO Providers. MSO shall represent its MSO Providers in matters pertaining
to the provision of Covered Services under this Agreement, and MSO represents that it has obtained the consent to such representation
from its MSO Providers.


 


		3.27	Other Contractual Commitments



 


MSO represents and assures Plan that MSO’s
contractual commitments with other health maintenance organizations, provider sponsored organizations, competitive medical plans and health
related entities do not restrict or impair MSO from performing its duties under this Agreement.


 


		3.28	Compliance with Laws



 


MSO shall, and shall cause MSO Providers
to, comply with all applicable state and federal laws and regulations applicable to MSO and/or Plan, specifically including, without limitation,
all such laws and regulations promulgated by the DFS, AHCA, CMS and DHES. MSO shall use its best efforts to assist Plan in complying with
all applicable laws and regulations.


 


		3.29	Accrediting Organizations



 


MSO shall provide Covered Services and
perform obligations hereunder in compliance with all applicable rules, regulations, standards, guidelines and requirements of any accrediting
organization from which Plan seeks accreditation as a health plan. MSO shall assist Plan in complying with such accreditation requirements.


 






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		3.30	Compliance with Plan’s Confidentiality Obligations



 


MSO shall keep and maintain confidential,
and shall cause MSO Providers to agree to keep and maintain confidential, all information provided to MSO by Plan which Plan identifies,
in writing, as proprietary or confidential or which is required to be kept confidential by Plan pursuant to Plan’s agreements with
other parties, including any agreements relating to proprietary information of such third parties, and which Plan identifies to MSO as
being subject to confidentiality requirements, and MSO shall ensure compliance with such obligations by its officers, directors, shareholders,
agents, employees, contractors or providers, unless otherwise required by law. Notwithstanding the foregoing, MSO shall not be required
to maintain the confidentiality of any information which is generally known to the public at the time of disclosure; becomes known to
MSO through disclosure by sources other than Plan or MSO; is independently developed by MSO without reference to or reliance upon the
information provided by Plan or MSO; or is required to be disclosed by MSO to comply with applicable laws or regulations; provided that
MSO must provide written notice of such disclosure to Plan prior to making any such disclosure.


 


		3.31	Credentialing; Composition of MSO



 


Plan shall have primary responsibility
for all Credentialing functions under this Agreement, but MSO shall assist Plan in carrying out Plan’s Credentialing program with
respect to prospective MSO Providers. MSO shall obtain from prospective MSO Providers and promptly deliver to Plan all information requested
by Plan to make its credentialing determination. MSO Providers and all other health professionals employed by, under contract with or
associated with MSO Providers will be re-credentialed every three years. MSO agrees to notify Plan immediately of deletions of MSO Providers.
All MSO Providers must be fully credentialed prior to treating Members. MSO shall comply with and abide by Plan’s implementation
of its Credentialing Program. MSO shall use its best efforts to obtain the agreement of any providers who become affiliated with any MSO
Provider to become MSO Providers. Any such providers shall be credentialed in accordance with Plan’s Credentialing Program prior
to providing Covered Services to Members. In addition, upon a reasonable showing of good cause by Plan, MSO shall immediately remove any
MSO Provider as a provider of Covered Services to Members upon the written demand of Plan.


 


		3.32	Information Exchange between MSO and Plan



 


MSO covenants that MSO shall communicate
with and transmit data and information to Plan’s management information systems in such a manner as to not cause any disruption
in the business of Plan or the performance of Plan’s duties and obligations as set forth in this Agreement.


 


		3.33	Reinsurance



 


MSO shall participate in Plan’s
reinsurance program for its Members, at MSO’s sole cost and expense. MSO will only be charged the actual cost of the reinsurance.
In addition, MSO shall comply with all applicable reinsurance stop/loss requirements under relevant federal and/or state physician incentive
plan laws and regulations.


 






    17 


     


    

 


		3.34	Performance of MSO’s Obligations by Plan



 


If MSO fails or becomes unable to perform
any of its obligations under this Agreement, after receipt of written notice from Plan of such failure and the failure of MSO to cure
such alleged breach within thirty (30) days of the written notice from Plan specifying the breach to be cured, Plan, at its option, may
itself perform, or cause the performance of, such obligations, in the place of MSO. The option granted to Plan to perform MSO’s
obligations under this Agreement in the event MSO fails to do so, is in addition to, and not in lieu of, any other remedies Plan may have
pursuant to this Agreement, under the law or in equity. If MSO’s failure to perform its obligations under this Agreement is material
and MSO fails to cure such material breach within thirty (30) days after notice thereof, and Plan exercises its option to perform, or
cause to be performed, the obligations of MSO under this Agreement, then Plan shall be entitled to exercise all of the rights and remedies
of MSO under this Agreement. Such rights and remedies shall include, without limitation, the right to assume MSO’s existing agreements
with MSO Providers for the provision of Covered Services to Members, and to retain any amounts that would otherwise be payable to MSO
for the performance of its obligations under this Agreement. Plan may, in its sole discretion, in lieu of assuming MSG’s agreements
with MSO Providers, seek to enter into new contracts directly with such MSO Providers, for the provision of Covered Services to Members.
Termination of this Agreement by Plan for cause as to MSO (as hereinafter defined) shall be considered a de facto failure of performance
by MSO, which shall trigger Plan’s option to perform in accordance with the terms of this Section 3.34.


 


		3.35	Inclusion of Provision in MSO Provider Agreements Regarding Plan’s Performance Option



 


MSO shall include the following provision
in each of its MSO Provider Agreements, to effectuate the terms of Section 3.34, above:


 


Performance of MSO’s Obligations
by Plan. If MSO fails or becomes unable to perform any of its obligations under this Agreement, and such failure to perform is material
and continuing, then in such event, Plan, at its option, may itself perform, or cause the performance of, such obligations, in the place
of MSO. If Plan performs, or causes to be performed, the obligations of MSO hereunder, then Plan shall be entitled to exercise all of
the rights and remedies of MSO under this Agreement. Such rights and remedies shall include, without limitation, the right to assume this
Agreement. In the event Plan assumes the performance of MSO’s obligations hereunder, Provider shall continue to perform its obligations
under this Agreement as if MSO had not failed to perform, and shall thereafter look to Plan for the fulfillment of MSO’s obligations
under this Agreement. Plan may, in its sole discretion, in lieu of assuming this Agreement, seek to enter into a new agreement with Provider
for the provision of Covered Services to Members by Provider. Termination of the MSO Risk Agreement by and between MSO, Plan and MSO,
dated as of July 1, 2009, by Plan or MSO for cause as to MSO, shall be considered a de facto failure of performance
by MSO, which shall automatically trigger Plan’s option to perform in the place of MSO under this Agreement, as set forth in this
Section.


 


		3.36	Amendment of MSO’s Existing MSO Provider Agreements



 


Immediately after the execution of this
Agreement, MSO shall cause to be amended all of its existing MSO Provider Agreements, to include the provision set forth in Section 3.35,
above, in order to effectuate the terms thereof with respect to MSO’s existing contracts with MSO Providers. MSO shall promptly
provide the executed, amended MSO Provider Agreements to Plan.


 






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		IV.	Governmental Requirements



 


		4.1	Maintenance of Records



 


Notwithstanding anything herein to the
contrary, MSO shall, and shall cause MSO Providers to, maintain complete and accurate fiscal records, as well as medical and social records
applying solely to Members for whom MSO or MSO Providers have claimed and received payment. MSO Provider shall maintain such records as
are necessary for evaluation of the quality, appropriateness and timeliness of services performed under this Agreement. Said records will
be made available for fiscal audit, medical audit, medical review, utilization management, AHCA audit and other periodic monitoring upon
request of authorized representatives of Plan or any governmental agency. MSO shall, and shall cause MSO Providers to, comply with requirements
issued as a result of any such inspection or audit. Plan shall withhold from MSO’s compensation under Attachment B any and
all amounts determined to be payable to Plan by MSO or MSO Providers as a result of such audits and any state and federal disallowance’s
lawfully imposed on Plan as a result of MSO or any MSO Provider’s failure to abide by the terms of this Agreement. Said records
shall be retained for a period of at least ten (10) years after starting date of the applicable retention period or until resolution
of any ongoing audit occurs.


 


		4.2	Indemnification



 


		(a)	Plan Indemnification. Plan agrees to indemnify, defend and hold harmless MSO, and its employees,
agents, independent contractors, officers and directors against any and all claims, damages, causes of action, cost or expense, including
court costs and reasonable attorney’s fees which may arise and/or be incurred in connection with or as a result of the negligent
or wrongful performance of Plan under this Agreement. This clause shall survive termination of this Agreement regardless of the reason
for termination, including breach of this Agreement due to insolvency.



 


		(b)	MSO Indemnification. MSO shall indemnify, defend and hold harmless Plan, their employees, agents,
independent contractors, officers and Board of Directors, AHCA, DFS, CMS and Members from and against all claims, damages, causes of action,
cost or expense, including court costs and reasonable attorney’s fees, which may arise from any negligent act or other wrongful
conduct by MSO or MSO Providers under this Agreement, including, without limitation, a breach of this Agreement This clause shall survive
termination of this Agreement regardless of the reason for termination, including breach of this Agreement due to insolvency.



 


		4.3	Continuing Obligation



 


If Plan becomes insolvent, MSO and MSO
Providers’ obligations under this Agreement shall continue in full force with respect to Members assigned to Provider for a period
equal to the longer of (i) sixty (60) days from the date of Plan’s insolvency, (ii) the period for which premiums have
been paid, or (iii) the period during which a Member is continuously confined in an inpatient facility. MSO Providers shall not bill
Members for Covered Services provided during such period. MSO agrees, and shall cause MSO Providers to agree, that 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. This provision supersedes any oral or written contrary agreement now existing or thereafter entered into between or among
MSO, MSO Providers and Members, or persons on their behalf. Plan shall not alter the provisions contained in this paragraph without the
prior written approval of CMS.


 






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		4.4	Termination by MSO Providers



 


MSO shall cause MSO Providers to provide
AHCA and DFS sixty (60) days’ written notice of any intended termination of its agreement with MSO or Plan.


 


		4.5	Independent MSO Provider



 


It is expressly agreed that Plan, MSO,
and MSO Providers, in the performance of their obligations under this Agreement, are at all times performing as independent contractors.
No act, work, commission, or omission by any party, its agents, servants, contractors, or employees, pursuant to the terms and conditions
of this Agreement shall be construed to make or render Plan, MSO, or MSO Providers an agent, servant, employee of, or joint venturer with,
the other. MSO Providers shall be solely responsible and liable for all medical care, advice and treatments rendered or prescribed to
Members.


 


		V.	Restrictive Covenants



 


		5.1	Confidentiality



 


MSO agrees, and shall cause MSO Providers
to agree, that all information regarding Members is highly confidential and that the confidentiality of Patient Health Information (as
that term is defined in HIPAA) will be maintained in accordance with applicable I IIPAA regulations. Both Plan and MSO agree and acknowledge
that this section shall survive the termination of this Agreement


 


		5.2	Non-Solicitation of Patients



 


During the term of this Agreement, and
for a period of two (2) years following (i) termination of this Agreement by Plan other than for “Cause” (as defined
in Section 6.3(a)), (ii) termination of this Agreement by MSO for “Cause” (as defined in Section 6.3(b)), or
(iii) expiration of this Agreement at the end of twenty (20) years, if Plan refuses to accept an offer by MSO to extend the Agreement
upon the same terms and conditions as set forth herein, then in any such event, Plan may not solicit any patient of any MSO Provider to
transfer to another Participating Provider or terminate such patient’s relationship with such MSO Provider or to establish a provider-patient
relationship with any other healthcare provider who or which is not a MSO Provider. The restrictions against solicitation following termination
of this Agreement set forth immediately above shall not be applicable in the event of a termination or non-renewal by Plan for “Cause.”
This Section shall survive the termination of this Agreement.


 


This Section 5.2 shall not prohibit
any Member from seeking to transfer to another Participating Providers


 






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		5.3	Non-Solicitation of Employees



 


During the time this Agreement is in effect,
MSO shall not, without the prior written consent of Plan, as the case may be, solicit any physician or non-physician employee or independent
contractor of Plan, or of any of their affiliates, to terminate such person’s employment or engagement by Plan, or any affiliate
thereof, and to become an employee or independent contractor of MSO or any of its affiliates, nor shall MSO, or any of its affiliates,
hire or engage any such person who, within six (6) months of the time such person is hired or engaged by MSO or any of its affiliates,
was an employee or independent contractor of Plan or any of their affiliates.


 


During the time this Agreement is in effect,
Plan, nor any of its affiliates, shall, without the prior written consent of MSO, solicit any physician or non-physician employee or independent
contractor of MSO, or any of its affiliates, and to become an employee or independent contractor of Plan, or any of its affiliates, nor
shall Plan, or any of its affiliates hire or engage any such person who, within six (6) months of the time such person is hired by
Plan, or any affiliate thereof, was an employee or independent contractor of MSO or any of its affiliates.


 


		VI.	Term and Termination



 


		6.1	Term



 


The term of this Agreement shall commence
on the Effective Date, and shall continue in effect for ten (10) years from such date or if this Agreement is earlier terminated
as provided herein. Provided that this Agreement is not earlier terminated, then upon expiration of the initial ten (10) year term,
and provided that MSO is not in breach of this Agreement, this Agreement shall automatically be renewed for an additional ten (10) year
term, unless MSO gives written notice of its intent not to renew the Agreement not less than ninety (90) days prior to the end of the
initial term.


 


		6.2	Immediate Automatic Termination



 


This Agreement shall automatically terminate
solely with respect to particular MSO Providers immediately upon the occurrence of the following:


 


		(a)	License Revocation. Such MSO Provider’s license to practice medicine, or the license of any
of the principal physicians or other health professionals in association with such MSO Provider, is revoked in any State;



 


		(b)	Conviction of Felony. If such MSO Provider or any of the physicians or health professionals associated
or affiliated with such MSO Provider is convicted of a felony; or



 


		(c)	Loss of Medicare Provider Status. If such MSO Provider or any of the physicians or health professionals
associated or affiliated with such MSO Provider fails to obtain or maintain Medicare approved provider status.



 






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		6.3	Termination with Cause



 


		(a)	By Plan. This Agreement may be terminated immediately by Plan with cause. “Cause” for
immediate termination is the following:



 


		(1)	Pertaining to Particular MSO Providers. With respect to a particular MSO Provider, this Agreement
may be terminated by Plan for Cause with respect to such MSO Provider upon any of the following occurrences:



 


		(i)	Failure of such MSO Provider to comply with the medical community standards of medical practice;



 


		(ii)	Failure of such MSO Provider to meet credentialing standards; or



 


		(iii)	such MSO Provider engages in any of the conduct listed in Section 6.3(a)(2).



 


For purposes of this Section 6.3(a)(1),
if MSO Provider is a corporation, professional association or partnership, the term MSO Provider shall include a physician or other health
professional who owns, is employed by or is affiliated with such MSO Provider.


 


		(2)	Pertaining to MSO. This Agreement may be terminated in its entirety by Plan for cause upon written
notice setting forth the grounds for termination. Cause shall constitute the following events:



 


		(i)	Material breach of terms and conditions of this Agreement by MSO or a breach of a representation, covenant
or warranty made by MSO under this Agreement, including, without limitation, the failure to fund the Medicare Operating Fund, as described
in Attachment B, and failure of MSO to cure such alleged breach within thirty (30) days of the written notice from Plan specifying the
breach to be cured or, if such breach is not reasonably capable of being cured within such thirty (30) day period, failure of MSO to commence
actions to cure such breach within such thirty (30) day period;



 


		(ii)	The willful breach, habitual neglect, or continued failure of MSO or MSO Providers to abide by Plan’s
rules, procedures, policies or any other activity for which MSO has received notice, and failure of MSO to cure such breach within thirty
(30) days of the written notice from Plan specifying the breach to be cured or, if such breach is not reasonably capable of being cured
within such thirty (30) day period, failure of MSO to commence actions to cure such breach within such thirty (30) day period;



 


		(iii)	MSO acts in a manner which is demonstrably injurious to the goodwill or reputation of Plan, and fails
to discontinue such actions after notice from Plan;



 






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		(iv)	The commission of an act of fraud or theft against Plan;



 


		(v)	The good faith determination by Plan that continuation of Agreement may result in danger to the health,
safety or welfare of any Plan Member; or



 


		(vi)	The involuntary bankruptcy or insolvency of MSO, if not dismissed within sixty (60) days after fling.



 


		(b)	By MSO.



 


		(i)	This Agreement may be terminated immediately by MSO with cause. The non-payment of any undisputed amount
required to be paid by Plan hereunder after written demand therefore, and Plan’s failure to cure such non-payment within thirty
(30) days after written demand therefor, shall constitute “Cause” for immediate termination.



 


		(ii)	This Agreement may be terminated by MSO if MSO is required to pay the amount of a Deficit to the Plan
pursuant to paragraph 4.c. of Attachment B for four (4) or more months during any consecutive twelve (12) month period; provided,
however, upon receipt of a notice of termination from MSO pursuant to this Section 6.3(b)(ii), Plan shall have the option, in its
sole and absolute discretion, upon written notice to MSO to convert this Agreement to a non-risk contract, pursuant to which MSO would
be paid the capitation payments set forth in Attachment B, Section 4.a and all of the other provisions of Attachment B, shall
be void and of no effect. All other provisions of this Agreement to the contrary shall be modified to be consistent with a non-risk contract.
If Plan elects to convert this Agreement to a non-risk contract, Plan shall give MSO written notice of its intent to effect such conversion
within ten (10) days after receipt of MSO’s notice of termination.



 


		6.4	Termination of Medicare Contract



 


This Agreement will automatically terminate
upon the termination or non-renewal of the Medicare Advantage contract between CMS/DHHS and HealthSun (the “Medicare Advantage Agreement”),
or upon the termination or non-renewal of the contract between HealthSun and MSO. Plan will give notice to MSO of the non-renewal or termination
of the Medicare Advantage Agreement or of HealthSun’s agreement with MSO and the date on which such will expire or terminate.


 


		6.5	Obligation Upon Termination



 


		(a)	Provision of Services. Without limiting the provisions of any other sections of this Agreement,
in the event this Agreement is terminated for any reason, MSO Providers shall complete the course of treatment of any Member then receiving
treatment in accordance with the terms hereof until provision has been made by Plan for the reassignment of such Member to another Participating
Provider for further treatment, if appropriate, or until MSO has arranged for transfer of such patient to another insurance plan, it being
understood that the obligation of MSO under this Agreement to the extent they pertain to Covered Services provided prior to termination,
shall survive termination. MSO Providers shall continue to provide services through any post insolvency period. Payment to MSO for such
services beyond termination date shall be made under the same terms and conditions as provided for under this Agreement.



 






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		(b)	Member Hold Harmless. Upon termination of this Agreement, the rights of each party shall terminate,
provided however, that such action shall not release MSO and MSO Providers from the obligation to not seek compensation from Members for
services provided prior to termination and completion of treatment of Members then receiving care until continuation of Members’
care can be arranged by Plan. Payment for such continued Covered Services shall be in accordance with the terms of this Agreement. Upon
notice of termination, Plan will notify Members and other persons or entities that it deems to have an interest in such termination, through
such means as it may choose.



 


		(c)	Return of Documents. Upon the termination of this Agreement, MSO agrees to return any and all Plan
provided materials, provider manuals, or other documentation, related to its business, including all copies thereof, whether authorized
or not to Plan.



 


		(d)	Transfer of Members. The parties hereto acknowledge and agree that substantially all of the MSO
Members were existing patients of MSO Providers prior to the effectiveness of this Agreement and/or were subsequently enrolled in the
Plan due to the efforts of MSO. For a period of One Hundred Eighty (180) days following termination of this Agreement by Plan without
cause, Plan will cooperate with MSO in the orderly transfer of MSO Members out of Plan and into such other managed care arrangements as
MSO and MSO Members may specify.



 


		6.6	By Order of Department of Insurance



 


This Agreement may be terminated upon
issuance of an order by the DFS requiring such termination pursuant to section 641.234, Florida Statute, or any successor statute.


 






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		VII.	General Terms



 


		7.1	Modification and Assignment of this Agreement



 


The terms and sections included hereunto
and the Agreement executed by the parties together embody all of the terms and conditions relating to the Agreement between the parties,
and all oral and parole representations or statements made by either party prior to the execution of this Agreement are merged herein.
The provisions of this Agreement may not be amended, supplemented, waived or changed orally or by course of conduct of the parties, but
may be amended only by a written and signed document by the party by whom enforcement is sought and which shall make specific reference
to this Agreement. This Agreement, being intended to secure the services of MSO, shall not be assigned, sublet, delegated, or transferred
by MSO without the prior written consent of Plan, which consent shall not be unreasonably withheld if (i) this Agreement shall not
then be in default in any respect (including any deficits in the operating funds hereunder), the proposed assignee demonstrates that it
has the prior management experience, business infrastructure, health delivery system, and financial stability to undertake MSO’s
obligations hereunder, and (iii) such assignee, upon approval by Plan of such assignment, undertakes to honor all of the terms and
conditions of this Agreement, and to faithfully and fully perform the obligations of MSO hereunder. Plan may assign this Agreement to
an entity which will operate under the same Medicare Advantage Plan as Plan and which shall fully assume the obligations of Plan hereunder.
If any party decides not to terminate the Agreement, even though it has the right to do so in a particular instance, such decision shall
not be considered a waiver of its right to terminate on a future occasion of the same or any other reason. For purposes of this provision,
and without limiting the generality of this section, an assignment shall include: (i) a sale or other change of the beneficial and/or
legal ownership more than 49% of the issued and outstanding stock or ownership interests (whether in one transaction or a series of similar
transactions); (ii) a change in a majority of the members of the Board of Directors or Managers, excluding new directors/managers
approved by the incumbent board over any three year period; the sale of all or substantially all of the assets of a party, and/or (iv) any
business combination in which the business of party is joined with another person who thereafter would be included as an “affiliate”
under the Securities Act of 1933, as amended, shall be deemed an assignment for purposes hereof and shall be subject to the limitations
on assignment contained herein.


 


		7.2	Non-Exclusivity



 


This Agreement is a non-exclusive agreement.
Plan and MSO may enter similar agreements with other MSOs and providers, and MSO may enter into similar agreements with other management
service organizations and health plans, including Medicare Advantage Plans; provided, however, MSO may not discriminate with respect to
allocation of Members among Plan and other health plans with which MSO may contract based upon a Member’s health status or condition.


 


		7.3	Severability



 


The invalidity or unenforceability of
any terms or provisions hereof shall in no way affect the validity or enforceability of any other terms or provisions.


 


		7.4	Headings



 


All section headings contained in this
Agreement are to be considered for reference purposes only, and are not intended to define or limit the scope of any provisions of this
Agreement.


 


		7.5	Entire Agreement



 


This Agreement supersedes all prior understandings
and agreements, whether written or oral, between the parties, and together with all Attachments, Schedules and Addendum and other appendices
to it, shall be considered as the Agreement by and between Plan and MSO.


 


		7.6	Conformance with Law



 


Each party agrees to carry out all activities
undertaken by it pursuant to this Agreement in conformance with all applicable federal, state and local laws, rules and regulations.


 






    25 


     


    

 


		7.7	Governing Law and Venue



 


This Agreement has been executed and delivered
and shall be construed and enforced in accordance with the laws of the State of Florida, without regard to choice of law. Any action by
any party whether at law or in equity, shall be commenced and maintained and venue shall exclusively be in Miami-Dade County, Florida.
In the event of an actual or threatened breach by Plan of Section 5.2, Section 5.3, or Section 6.5(d), MSO shall be entitled
to seek an injunction restraining the Plan from the prohibited conduct. If the court should hold that the duration and/or scope of the
covenant is unreasonable, then, to the extent permitted by law, the court may prescribe duration and/or scope that is reasonable and Plan
agrees to accept such determination, subject to their rights of appeal. Nothing herein shall be construed as prohibiting MSO from pursuing
any other remedies available for such breach or threatened breach, including the recovery of damages from Plan. In the event of any action
or proceeding to enforce the provisions of this Section, the prevailing party shall be reimbursed by other party(s) for all costs
and attorneys’ fees incurred in such action or proceeding at all levels of proceedings.


 


		7.8	No Third Party Beneficiaries



 


This Agreement shall not be construed
to create any third party beneficiaries, including without limitation, Members.


 


		7.9	Cumulative Remedies



 


Remedies provided for in this Agreement
shall be in addition to and not in lieu of any other remedies available to either party and shall not be deemed waivers or substitutions
for any action or remedy the parties may have under law or equity.


 


		7.10	Gender and Number



 


When the context of this Agreement requires,
the gender of all words shall include the masculine, feminine, neuter and the number of all words shall include the singular and plural.


 


		7.11	Execution



 


This Agreement and any amendments may
be executed in multiple originals, each counterpart shall be deemed an original, but all counterparts together shall constitute one and
the same instrument.


 


		7.12	Force Majeure



 


No party to this Agreement shall be liable
nor deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service or employment
deemed resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires,
explosions, earthquakes, floods, failure of transportation, strikes or other work interruptions by either party’s employees, or
any similar or dissimilar cause beyond the reasonable control of either party; provided, however, in the event the provision of Covered
Services is substantially interrupted and alternative provisions acceptable to Plan are not made for the provision of Covered Services
to Members within forty-eight hours (or less in the event of an Emergency or Urgently Needed Care), Plan shall have the right to terminate
this Agreement upon ten (10) days prior written notice to MSO.


 






    26 


     


    

 


		7.13	Authority



 


Each signatory to this Agreement represents
and warrants that he/she/it possesses all necessary capacity and authority to act for, sign and bind the respective entity on whose behalf
he is signing.


 


		7.14	Costs and Fees



 


In the event of any litigation by any
party to enforce or defend its rights under the Agreement, the prevailing party, in addition to all other relief, shall be entitled to
reasonable attorney’s fees,


 


		7.15	Notices



 


Any notices and other communications to
be given hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or five days after such notice
is mailed, by registered or certified mail, postage prepaid, return receipt requested, addressed to such party as follows:


 


If to MSO:


 


Managed Healthcare Partners, LLC

2151 S. Le Jeune Road, Suite 202

Coral Gables, Florida 33134

Attn: President


 


If to HealthSun:


 


HealthSun Health Plans, Inc.

1205 SW 37th Avenue, 2nd Floor

Miami, Florida 33135

Attn: President


 


or to such other address as shall be furnished in writing by
a party to the other parties.


 


		7.16	Recitals



 


The recitals set forth at the beginning
of this Agreement are true and correct and are incorporated herein by reference as if fully set forth herein.


 




    27 


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above.


 


	
    MSO:

     

    MANAGED HEALTHCARE PARTNERS, LLC
	
    PLAN:

     

    HEALTHSUN HEALTH PLANS, INC.



 





 




    28 


     


    

 


ATTACHMENT A


 


PRIMARY CARE SERVICES


 




    29 


     


    

 


ATTACHMENT B


 


COMPENSATION


 




    30 


     


    

 


ATTACHMENT C


 


MSO PROVIDERS


 




    31 


     


    

 


ATTACHMENT D


 


COVERED LINES OF BUSINESS


 






    32