EX-10.3 Participation Agreement



 





Exhibit 10.3




INDEPENDENT PRACTICE ASSOCIATION PARTICIPATION AGREEMENT



This
Independent Practice Association Participation Agreement
(“Agreement”) is made and entered
into by and between the party named on the signature page below (hereinafter referred to as “IPA”)
and Humana Insurance Company, Humana Health Insurance Company of Florida, Inc., Humana Medical Plan,
Inc and their affiliates that underwrite or administer health plans (hereinafter referred to as
“Humana”).




RELATIONSHIP OF THE PARTIES





	1.1   	 	In performance of their respective duties and obligations hereunder, Humana and IPA, and
IPA’s respective employees and agents, are at all times acting and performing as independent
contractors, and neither party, nor their respective employees and agents, shall be
considered the partner, agent, servant employee of, or joint venturer with, the other party.
Unless otherwise agreed to herein, the parties acknowledge and agree that neither IPA nor
Humana will be liable for the activities of the other nor the agents and employees of the
other, including but not limited to, any liabilities, losses, damages, suits, actions, fines,
penalties, claims or demands of any kind or nature by or on behalf of any person, party or
governmental authority arising out of or in connection with: (i) any failure to perform any of
the agreements, terms, covenants or conditions of this Agreement; (ii) any negligent act or
omission or other misconduct; (iii) the failure to comply with any applicable laws, rules or
regulations; or (iv) any accident, injury or damage to persons or property. Notwithstanding
anything to the contrary contained herein, IPA further agrees to and hereby does indemnify,
defend and hold harmless Humana from any and all claims,
judgments, costs, liabilities,
damages and expenses whatsoever, including reasonable attorneys’
fees, arising from any acts or
omissions in the provision by IPA of medical services to
Members. This provision shall survive
termination or expiration of this Agreement.
	 
	1.2	 	The parties agree that Humana’s affiliates whose Members receive services hereunder do not
assume joint responsibility or liability between or among such affiliates for the acts or
omissions of such other affiliates.





SERVICES TO MEMBERS





	2.1   	 	Subject at all times to the terms of this Agreement, IPA agrees to provide or arrange for
medical and related health care services to individuals designated by Humana (herein referred
to as “Members”) with an identification card or other means of identifying them as Members
covered under a self-funded or fully insured health benefits plan to which IPA has agreed to
participate as set forth in the product participation list attachment.
	 
	2.2	 	IPA agrees to provide IPA’s services to individuals covered under other third party
payors’ (hereinafter referred to as “Payer” or “Payors”) health benefits contracts
(hereinafter referred to as “Plan” or “Plans”) and agrees to comply with such Payors’
policies and procedures. For Covered Services rendered to such individuals, IPA acknowledges
and agrees that all rights and responsibilities arising with respect to benefits to such
individuals shall be subject to the terms of the Payor Plan covering such individuals.
Individuals covered under such Plans will have an identification card as a means of
identifying the Payor Plan which provides. coverage Such identification cards will display
the Humana logo and/or name.
	 
	2.3	 	For Covered Services provided to those individuals identified in Section 2.2 above, Payor
will make payments for Covered Services directly to IPA in accordance with the terms and
conditions of this Agreement and the rates set forth in the payment attachment applicable to
the Plan type of such individual. IPA agrees that in no event,
including, but not limited to,
nonpayment by Payor, or Payor’s insolvency, shall IPA bill, charge, collect a deposit from,
seek compensation, remuneration or reimbursement from, or have any recourse against Humana for
services provided by IPA to Plans’ members. This provision shall not prohibit collection by
IPA from Plans’ members for non-covered services and/or member cost share amounts in
accordance with the terms of the applicable member Plan. Payors Plans will provide appropriate
steerage mechanisms including benefit designs and/or physician directory and web site
listings to ensure their covered individuals will have incentives to utilize IPA’s services.
All obligations of IPA under this Agreement with respect to Humana’s Members shall equally
apply to the individuals identified in Section 2.2 above.





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THIRD PARTY BENEFICIARIES





	3.1   	 	Except as is otherwise specifically provided in this Agreement, the parties have not created
and do not intend to create by this Agreement any rights in other parties as third party
beneficiaries of this Agreement, including, without limitation, Members.





SCOPE OF AGREEMENT





	4.1   	 	This Agreement sets forth the rights, responsibilities, terms and conditions governing: (i)
the status of IPA and IPA’s employees, subcontractors and/or independent contractors as health
care providers (hereinafter referred to as “Participating Providers”) providing health care
services; and (ii) IPA’s provision, or the arrangement for the provision, of professional
medical services (hereinafter referred to as “IPA
Services”) to Members. All terms and
conditions of this Agreement which are applicable to “IPA” are equally applicable to each
Participating Provider, unless the context requires otherwise.
	 
	4.2	 	IPA represents and warrants that it is authorized to negotiate terms and conditions of
provider agreements, including this Agreement, and further to execute such agreements for and
on behalf of itself and its Participating Providers. IPA further represents and warrants that
Participating Providers will abide by the terms and conditions of this Agreement, including
each of IPA’s employed, subcontracted or independently contracted physicians. The parties
acknowledge and agree that nothing contained in this Agreement is intended to interfere with
or hinder communications between IPA and Members regarding the Members’ medical conditions or
treatment options, and IPA acknowledges that all patient care and related decisions are the
sole responsibility of IPA and Humana does not dictate or control clinical decisions with
respect to the medical care or treatment of Members.
	 
	4.3	 	IPA acknowledges and agrees that with respect to self-funded groups, unless otherwise
provided herein, Humana’s responsibilities hereunder are limited to provider network
administration and/or claims processing.





SUBCONTRACTING PERFORMANCE





	5.1   	 	IPA shall provide directly, or through appropriate agreements with physicians and other
licensed health care professionals and/or providers, Physician Services for Members. It is
understood and agreed that IPA shall maintain written agreements with Participating Providers,
if any, in a form comparable to, and consistent with, the terms and conditions established in
this Agreement. IPA’s downstream provider agreements, if any, shall include terms and
conditions which comply with all applicable requirements for provider agreements under state
and federal laws, rules and regulations. In the event of a conflict between the language of the
downstream provider agreements and this Agreement, the language in this Agreement shall
control.
	 
	5.2	 	IPA shall provide Humana an executed letter of agreement (in a form substantially similar to
the form attached hereto as the letter of agreement attachment) for each Participating
Provider who is a physician and who is subcontracted or independently contracted with IPA
prior to the provision of services by such Participating Provider to Members. Such
Participating Providers, if any, who do not execute a letter of agreement may not participate
under this Agreement and may not be listed in Humana’s provider directories.





TERM AND TERMINATION





	6.1   	 	The term of this Agreement shall commence on January 1, 2007 (the “Effective Date”). The
initial term of this Agreement shall expire on July 31, 2011. This Agreement shall
automatically renew for subsequent three (3) years terms unless either party provides written
notice of non-renewal to the other party at least ninety (90) days prior to the end of the
initial term or any subsequent renewal terms.




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	6.2   	 	Humana may terminate this Agreement, or any individual Participating Provider,
immediately upon written notice to IPA, stating the cause for such termination, in the event:
(i) IPA’s, or any individual Participating Provider’s, continued participation under this
Agreement may adversely affect the health, safety or welfare of any Member or brings Humana
or its health care networks into disrepute; (ii) IPA or any individual Participating Provider
fails to meet Humana’s credentialing or re-credentialing
criteria; (iii) IPA or any
individual Participating Provider is excluded from participation in any federal health care
program; (iv) IPA or any individual Participating Provider voluntarily or
involuntarily seeks protection from creditors through bankruptcy proceedings or engages in or
acquiesces to receivership or assignment of accounts for the benefit
of creditors; or (v)
Humana loses its authority to do business in total or as to any limited segment of business,
but then only as to that segment, provided that in the event of an issue with respect to an
individual Participating Provider only. Humana’s termination shall be effective only as to the
individual Participating Provider.
	 
	6.3	 	In the event of a breach of this Agreement by either party, the non-breaching party may
terminate this Agreement upon at least sixty (60) days prior written notice to the breaching
party, which notice shall specify in detail the nature of the alleged
breach; provided,
however, that if the alleged breach is susceptible to cure, the breaching party shall have
thirty (30) days from the date of receipt of notice of termination to cure such breach, and
if such breach is cured, then the notice of termination shall be void of and of no effect. If
the breach is not cured within the thirty (30) day period, then the date of termination shall
be that date set forth in the notice of termination. Notwithstanding the foregoing, any breach
related to credentialing or re-credentialing, quality assurance issues or alleged breach
regarding termination by Humana in the event that Humana determines that continued
participation under this Agreement may affect adversely the health, safety or welfare of any
Member or bring Humana or its health care networks into disrepute, shall not be subject to
cure and shall be cause for immediate termination upon written notice to IPA.
	 
	6.4	 	IPA agrees that the notice of termination or expiration of this Agreement shall not relieve
IPA’s obligation to provide or arrange for the provision of Physician Services through the
effective date of termination or expiration of this Agreement.





POLICIES AND PROCEDURES





	7.1   	 	IPA agrees to comply with Humana’s quality assurance, quality improvement,
accreditation, risk management, utilization review, utilization management and other
administrative policies and procedures established and revised by Humana from time to time
and, in addition, those policies and procedures which are set forth
in Humana’s Physician’s
Administration Manual, or its successor (hereinafter referred to as the “Manual”), and
bulletins or other written materials that may be promulgated by Humana from time to time to
supplement the Manual. The Manual and updated policies and procedures may be issued and
distributed by Humana in electronic format. Paper copies may be obtained by IPA upon written
request. Revisions to such policies and procedures shall become binding upon IPA thirty (30)
days after such notice to IPA by mail or electronic means, or such other period of time as
necessary for Humana to comply with any statutory, regulatory and/or accreditation
requirements.





CREDENTIALING AND PROFESSIONAL LIABILITY INSURANCE





	8.1   	 	Participation under this Agreement by IPA and Participating Providers is subject to the
satisfaction of all applicable credentialing and re-credentialing standards established by Humana.
IPA shall provide Humana, or its designee, information necessary to ensure compliance with such
standards at no cost to Humana or its designee. IPA agrees to use electronic credentialing and
recredentialing processes when administratively feasible. IPA, as applicable, and all Participating
Providers providing Physician Services to Humana Members shall be credentialed in accordance with
Humana’s credentialing process prior to receiving participating status with Humana.
	 
	8.2	 	IPA shall maintain, at no expense to Humana, policies of comprehensive general liability,
professional liability, and workers’ compensation coverage as required by law, insuring IPA
and IPA’s employees and agents against any claim or claims for damages arising as a result of
injury to property or person,




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	        	 	including death occasioned directly or indirectly in connection with the provision of
Physician Services contemplated by this Agreement and/or the maintenance of IPA’s facilities and
equipment. Upon request, IPA shall provide Humana with evidence of said coverage, of which minimum
professional liability coverage shall be two hundred and fifty thousand dollars ($250,000) per
occurrence and seven hundred and fifty thousand dollars ($750,000) in the aggregate, or as required
by state law. IPA shall provide Humana with written notice at least ten (10) days prior to any
cancellations and/or modifications in the coverage. IPA shall within ten (10) business days
following service upon IPA, or such other period of time as may be required by any applicable law,
rule or regulation, notify Humana in writing of any Member lawsuit alleging malpractice involving a
Member.





PROVISION OF MEDICAL SERVICES





	9.1   	 	IPA shall provide Members all available medical services within the normal scope of and in
accordance with IPA’s: (a) licenses and certifications, and (b) privileges to provide certain
services based upon IPA’s qualifications as determined by Humana. IPA agrees to comply with
all requests for information related to IPA’s qualifications in connection with Humana’s
determination whether to extend privileges to provide certain services and/or procedures to
Members. IPA shall not bill, charge, seek payment or have any recourse against Humana or
Members for any amounts related to the provision of Physician Services for which Humana has
notified IPA that privileges to perform such services have not been extended.
	 
	9.2	 	IPA shall maintain all office medical equipment including, but not limited to, imaging,
diagnostic and/or therapeutic equipment (hereinafter referred to as “Equipment”) in acceptable
working order and condition and in accordance with the Equipment manufacturer’s
recommendations for scheduled service and maintenance. Such Equipment shall be located in
IPA’s office locations that promote patient and employee safety. IPA shall provide Humana or
its agents with access to such Equipment for inspection and an opportunity to review all
records reflecting Equipment maintenance and service history. Such Equipment shall only be
operated by qualified technicians with appropriate training and required licenses and
certifications.
	 
	9.3	 	Equipment owned and/or operated by IPA shall comply with all standards for use of such
Equipment and technician qualifications established by Humana. IPA agrees to comply with all
requests for information related to Equipment and IPA’s and/or IPA’s staff, qualifications
for use of same. In the event: (i) IPA’s Equipment fails to meet Humana’s standards; or
(ii) IPA declines to comply with Humana’s standards for use of Equipment, IPA agrees
that it will not use such Equipment while providing services to Members and shall not bill
charge, seek payment or have any recourse against Humana or Members for any amounts for
services with respect to such Equipment.





STANDARDS OF PROFESSIONAL PRACTICE





	10.1 	 	Physician Services shall be made available to Members without discrimination on the basis of
type of health benefits plan, source of payment, sex, age, race, color, religion, national
origin, health status or disability. IPA shall provide Physician Services to Members in the
same manner as provided to their other patients and in accordance with prevailing practices
and standards of the profession.





MEDICAL RECORDS





	11.1 	 	IPA shall prepare, maintain and retain as confidential the medical records of all Members
receiving Physician Services, and Members’ other personally identifiable health information
received from Humana, in a form and for time periods required by applicable state and federal
laws, licensing requirements, accreditation and reimbursement rules and regulations to which
IPA is subject, and in accordance with accepted medical practice. IPA shall obtain
authorization of Members permitting Humana, and/or any state or federal agency as permitted by
law, to obtain a copy and have access, upon reasonable request, to any medical record of
Member related to services provided by IPA pursuant to applicable state and federal laws.
Copies of such records for the purpose of claims processing shall be made and provided by IPA
at no cost to Humana or the Member.
	 
	11.2	 	IPA and Humana agree to maintain the confidentiality of information maintained in the medical
records of Members, and information obtained from Humana through the verification of Member
eligibility, as




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	       	 	required by law This Section 11 shall survive expiration or termination of this Agreement,
regardless of the cause.





GRIEVANCE AND APPEALS PROCESS/BINDING ARBITRATION





	12.1	 	IPA shall cooperate and participate with Humana in grievance and appeals procedures to
resolve disputes that may arise between Humana and its Members.
	 
	12.2	 	In the event of a dispute between IPA and Humana which is not resolved as set forth in
Section 22 below, or which the parties cannot settle by mutual agreement, the dispute shall be
resolved by binding arbitration, conducted by a single arbitrator selected by the parties from
a panel of arbitrators proposed by the American Arbitration Association (“AAA”). This applies,
without limitation to any dispute arising out of the parties’ business relationship, including
allegations or claims involving violations of state or federal laws
or regulations. In the
event the parties cannot agree on the arbitrator, then the arbitrator shall be appointed by
the AAA. The arbitration shall be conducted in Miami- Dade County, FL, in accordance
with and subject to the Commercial Arbitration Rules of the AAA then in effect, or under such
other mutually agreed upon guidelines. Judgment upon the award rendered in any such arbitration
may be entered in any court of competent jurisdiction, or application may be made to such
court for judicial acceptance and enforcement of the award, as applicable law may require or
allow. The submission of any dispute to arbitration shall not adversely affect either party’s
right to seek preliminary injunctive relief with respect to an actual or threatened
termination, repudiation or rescission of the Agreement. Except as expressly set forth in
Section 22 below, the costs of any arbitration proceeding(s) hereunder shall be borne equally
by the parties, and each party shall be responsible for its own attorneys’ fees and such other
costs and expenses incurred related to the proceedings. Arbitrations hereunder shall be
conducted solely between IPA and Humana; class-based arbitration shall not be permitted. The
parties agree this Agreement is a transaction involving interstate commerce and therefore that
the Federal Arbitration Act, 9 U.S.C. §1 et seq. applies.





USE OF IPA’S NAME





	13.1	 	Humana may include the following information in any and all marketing and administrative
materials published or distributed in any medium: IPA’s name, telephone number, address, office
hours, type of practice or specialty, hospital affiliation, Internet web-site address, and the
names of Participating Providers, including physicians providing care at IPA’s office, and
hospital affiliation, board certification, and other education and training history, if
applicable, of Participating Providers. Humana will provide IPA with access to such information
or copies of such administrative or marketing materials upon request.
	 
	13.2	 	IPA may advertise or utilize marketing materials, logos, trade names, service marks, or
other materials created or owned by Humana after obtaining Humana’s written consent. IPA shall
not acquire any right or title in or to such materials as a result of such permissive use.
	 
	13.3	 	IPA agrees to allow Humana to distribute a public announcement of IPA’s affiliation with
Humana.





PAYMENT




	14.1	 	IPA shall accept payment from Humana for those services for which benefits are payable under
a Member’s health benefits contract (hereinafter referred to as “Covered Services”) provided
to Member in accordance with the reimbursement terms in the payment attachment. IPA shall
collect directly from Member any co-payment, coinsurance, or other member cost share amounts
(hereinafter referred to as “Copayments”) applicable to the Covered Services provided and
shall not waive, discount or rebate any such Copayments. Payments made in accordance with the
payment attachment less the Copayments owed by Members pursuant to their health benefits
contracts shall be accepted by IPA as payment in full from Humana for all Covered Services.
This provision shall not prohibit collection by IPA from Member for any services not covered
under the terms of the applicable Member health benefits contract.
	 
	14.2	 	IPA agrees that payment may not be made by Humana for services rendered to Members which
are determined by Humana not to be Medically Necessary “Medically Necessary” (or “Medical
Necessity”), unless otherwise defined in the applicable Member health benefits contract, means
services or supplies




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	 	 	provided by a licensed, certified or approved, as applicable, hospital, physician or other
health care provider to identify or treat a condition, disease, ailment, sickness or bodily
injury and which, in the opinion of Humana, are: (i) consistent with the symptoms, diagnosis
and treatment of the condition, disease, ailment, sickness or bodily
injury; (ii) appropriate
with regard to standards of accepted medical practice; (iii) not primarily for the
convenience of the patient or the hospital, physician, or other
health care provider; (iv)
the most appropriate and cost-effective supply, setting, or level of service which safely can
be provided to the patient, and (v) substantiated by records and documentation maintained by
the provider of services. When applied to an inpatient, it further means that the patient’s
symptoms or condition requires that the services or the supplies cannot be provided safely to
the patient as an outpatient. IPA agrees that in the event of a denial of payment for
Physician Services rendered to Members determined not to be Medically Necessary by Humana,
that IPA shall not bill, charge, seek payment or have any recourse against Member for such
services.
	 
	14.3	 	IPA agrees that Humana may recover overpayments made to IPA by Humana by offsetting such
amounts from later payments to IPA, including, without limitation, making retroactive
adjustments to payments to IPA for errors and omissions relating to data entry errors and
incorrectly submitted claims or incorrectly applied discounts. Humana shall provide IPA thirty
(30) days advance written notice of Humana’s intent to offset such amounts prior to deduction
of any monies due. If IPA does not refund said monies or request review of the overpayments
described in the notice within thirty (30) days following receipt of notice from Humana,
Humana may without further notice to IPA deduct such amounts from later payments to IPA.
Humana may make retroactive adjustments to payments for a period not to exceed eighteen (18)
months from original date of payment or such other period as may be required or allowed by
applicable law.
	 
	14.4	 	In the event Humana has access to IPA’s or a Participating Provider’s, services through
one or more other agreements or arrangements in addition to this Agreement, Humana will
determine under which agreement or arrangement payment for Covered Services will be made.
	 
	14.5	 	Nothing contained in this Agreement is intended by Humana to be a financial incentive or
payment that directly or indirectly acts as an inducement for IPA to limit Medically Necessary
services.





SUBMISSION OF CLAIMS





	15.1	 	IPA shall submit all claims to Humana or its designee, as applicable, using the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”) compliant 837 electronic
format, or a CMS 1500 and/or UB 92, or their successors, within ninety (90) days from the date
of service or within the time specified by applicable state law. Humana may, in its sole
discretion, deny payment for any claim(s) received by Humana after the later of ninety (90)
days from the date of service, or the time specified by applicable state law. IPA acknowledges
and agrees that at no time shall Members be responsible for any payments to IPA except for
applicable Copayments and non-covered services provided to such Members.
	 
	15.2	 	Humana will process IPA claims which are accurate and complete in accordance with Humana’s
normal claims processing procedures and applicable state and/or federal laws, rules and
regulations with respect to the timeliness of claims processing. Such claims processing
procedures may include, without limitation, automated systems applications which identify,
analyze and compare the amounts claimed for payment with the diagnosis codes and which
analyze the relationships among the billing codes used to represent the services provided to
Members. These automated systems may result in an adjustment of the payment to the IPA for the
services or in a request, prior to payment, for the submission for review of medical records
that relate to the claim. IPA may request reconsideration of any adjustments produced by these
automated systems by submitting a timely request for reconsideration to Humana.
	 
	15.3	 	IPA shall use best efforts to submit all claims to Humana by electronic means available
and accepted as industry standards that are mutually agreeable, and which may include claims
clearinghouses or electronic data interface companies used by
Humana. IPA acknowledges that
Humana may market certain products that will require electronic submission of claims in order
for IPA to participate.






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COORDINATION OF BENEFITS





	16.1	 	When a Member has coverage, other than with Humana which requires or permits
coordination of
benefits from a third party payor in addition to Humana, Humana will coordinate its benefits
with such other payor(s). In all cases, Humana will coordinate benefits payments in
accordance with applicable laws and regulations and in accordance with the terms of its
health benefits contracts. When permitted to do so by such laws and regulations and by its
health benefits contracts, Humana will pay the lesser of: (i) the amount due under this
Agreement; (ii) the amount due under this Agreement less the amount payable or to be paid
by the other payor(s); or (iii) the difference between allowed billed charges and the
amount paid by the other payor(s). In no event however, will Humana, when its plan is a
secondary payor, pay an amount, which, when combined with payments from the other payor(s),
exceeds the rates set out in this Agreement; provided, however, if Medicare is the primary
payer, Humana will, to the extent required by applicable law, regulation or Centers for
Medicare and Medicaid Services (“CMS”) Office of
Inspector General (“OIG”) guidance, pay IPA
an amount up to the amount Humana would have paid, if it had been primary, toward any
applicable unpaid Medicare deductible or coinsurance.





NO LIABILITY TO MEMBER FOR PAYMENT





	17.1	 	IPA agrees that in no event, including, but not limited to, nonpayment by Humana,
Humana’s insolvency
or breach of this Agreement, shall IPA or any Participating Provider bill, charge, collect
a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse
against Members or persons other than Humana (or the payor issuing the health benefits
contract administered by Humana) for Covered Services provided
by IPA. This provision shall
not prohibit collection by IPA from Member for any non-covered service and/or Copayments in
accordance with the terms of the applicable Member health benefits
contract.
	 
	17.2	 	IPA further agrees that: (i) this provision shall survive the expiration or termination of
this Agreement regardless of the cause giving rise to expiration or termination and shall be
construed to be for the benefit of the Member; (ii) this provision supersedes any oral or
written contrary agreement now existing or hereafter entered into
between IPA and Member or
persons acting on their behalf; and (iii) this provision shall apply to all employees,
agents, trustees, assignees, subcontractors, and independent
contractors of IPA, and IPA shall
obtain from such persons specific agreement to this provision.
	 
	17.3	 	Any modification to this Section 17 shall not become effective unless approved by the
Commissioner of Insurance, in the event such approval is required by applicable state law or
regulation, or such changes are deemed approved in accordance with
state law or regulation.





ACCESS TO INFORMATION





	18.1	 	IPA agrees that Humana, or any state or federal regulatory agency as required by law, shall
have reasonable access and an opportunity to examine IPA’s financial and administrative
records as they relate to services provided to Members during normal business hours, on at
least seventy-two (72) hours advance notice, or such shorter notice as may be imposed on
Humana by a federal or state regulatory agency or accreditation
organization.





NEW PRODUCT INTRODUCTION





	19.1	 	From time to time during the term of this Agreement,
Humana may develop or implement new
products. Should Humana offer participation in any such new
product to IPA, IPA shall be
provided with sixty (60) days’ written notice prior to the
implementation of such new product.
If IPA does not object in writing to its participation in such new product within such sixty
(60) day notice period, IPA shall be deemed to have
accepted participation in the new product.
In the event IPA objects to its participation in a new product, the parties shall confer in
good faith to reach agreement on the terms of IPA’s
participation. If agreement on such new
product cannot be reached, such new product shall not apply to this
Agreement. Humana may in
its discretion, establish, develop, manage and market provider
networks in which IPA may not
be selected to participate.




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ASSIGNMENT AND DELEGATION





	20.1	 	The assignment by IPA of this Agreement or any interest hereunder shall require notice to
and the written
consent of Humana. As used in this paragraph, the term “assignment” shall also include a
change of control in IPA’s practice by merger, consolidation, transfer, or the sale of
thirty-three percent (33%) or more stock or other ownership interest in IPA’s practice. Any
attempt by IPA to assign this Agreement or any interest hereunder without complying with the
terms of this paragraph shall be void and of no effect, and Humana, at its option, may elect
to terminate this Agreement upon thirty (30) days written notice to IPA, without any further
liability or obligation to IPA. Humana may assign this Agreement in whole or in part to any
purchaser of or successor to the assets or operations of Humana, or to any affiliate of
Humana, provided that the assignee agrees to assume
Humana’s obligations under this Agreement.
Upon notice of an assignment by Humana, IPA may terminate this Agreement upon thirty (30)
days written notice to Humana.





COMPLIANCE WITH REGULATORY REQUIREMENTS





	21.1	 	IPA acknowledges, understands and agrees that this Agreement may be subject to the review and
approval of state regulatory agencies with regulatory authority over the subject matter to
which this Agreement may be subject. Any modification of this Agreement requested by such
agencies or required by applicable law or regulations shall be incorporated herein as
provided in Section 23.10, of this Agreement.
	 
	21.2	 	IPA and Humana agree to be bound by and comply with the provisions of all applicable
state and/or
federal laws, rules and regulations. The alleged failure by either party to comply with
applicable state and/or federal laws, rules or regulations shall not be construed as
allowing either party a private right of action against the other in any court,
administrative or arbitration proceeding in matters in which such right is not recognized
or authorized by such law or regulation. IPA and Participating Providers agree to procure
and maintain for the term of this Agreement all license(s) and/or certification(s) as is
required by applicable law and Humana’s policies and procedures. IPA shall notify Humana
immediately of any changes in licensure or certification status of IPA or Participating
Providers. If IPA or any individual Participating Provider violates any of the provisions of
applicable state and/or federal laws, rules and regulations, or commits any act or engages
in conduct for which IPA’s or Participating Providers’ professional licenses are revoked or
suspended, or otherwise is restricted by any state licensing or certification agency by
which IPA or Participating Providers are licensed or certified. Humana may immediately
terminate this Agreement or any individual Participating Provider, provided that in the
event of an issue with respect to an individual Participating Provider only, Humana’s
termination shall be effective only as to the individual
Participating Provider.





DISPUTE RESOLUTION/LIMITATIONS ON PROCEEDINGS





	22.1	 	IPA and Humana agree that in the event they are unable to resolve disputes that may arise
with respect to
this Agreement, IPA will first exhaust any internal Humana administrative review or appeal
mechanisms prior to submitting any matters to binding arbitration.
	 
	22.2	 	IPA may contest the amount of the payment, denial or nonpayment of a claim only within a
period of eighteen (18) months following the date such claim was paid, denied or not paid by
the required date by Humana. In order to contest such
payments, IPA shall provide to Humana,
at a minimum, in a clear and acceptable written format, the following information Member name
and identification number, date of service, relationship of the Member to the patient, claim
number, name of the provider of the services, charge amount, payment amount, the allegedly
correct payment amount, difference between the amount paid and the allegedly correct payment
amount, and a brief explanation of the basis for the contestation. Humana will review such
contestation(s) and respond to IPA within sixty (60) days of the date of receipt by Humana of
such contestation. In the event a dispute about the contestations cannot be resolved by mutual
agreement or as set forth above, either party may submit the matter for non-binding mediation
to a board certified mediator selected by the parties or from a panel of mediators proposed
by the AAA. In the event the parties cannot agree on the mediator, then the mediator shall be
appointed by the AAA. The mediation shall occur within sixty (60) days following the
submission by Humana of the matter to the mediator. If the mediation does not occur within
such time period or neither party submits the dispute to




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	 	 	mediation, either party may submit the dispute to binding arbitration in accordance with
Section 12.2 above. The dispute shall not be submitted to binding arbitration by either party
prior to the expiration of the sixty (60) day period allowed for
Humana’s response to the
contestation. Except as set forth below, the cost of the mediation shall be divided equally
between the parties. The parties shall first exhaust the contestation procedures described
above prior to submitting the contestations dispute to binding arbitration in accordance
with Section 12.2 above. In the event of a determination, following mediation or the
arbitration proceedings described in Section 12.2 above, that the claims in dispute, in the
aggregate, were processed and paid correctly, IPA shall, upon
request of Humana, reimburse
Humana, the out of pocket costs and expenses, and attorneys
fees incurred by Humana that are
attributable to the mediation or arbitration proceeding. In the event of a determination,
following mediation or the arbitration proceedings described in
Section 12.2 above, that the
claims in dispute, in the aggregate, were not processed and paid
correctly by Humana, Humana
shall, upon request of IPA, reimburse IPA’s out of pocket costs and expenses, and attorneys
fees incurred by IPA that are attributable to the mediation or
arbitration proceeding.





MISCELLANEOUS PROVISIONS





	23.1	 	SEVERABILITY. If any part of this Agreement should be determined to be invalid,
unenforceable, or contrary to law, that part shall be reformed, if possible, to conform to
law, and if reformation is not possible, that part shall be deleted, and the other parts of
this Agreement shall remain fully effective.
	 
	23.2	 	GOVERNING LAW. This Agreement shall be governed by and construed in accordance with
the applicable laws of the State of Florida. The parties agree that applicable state and/or
federal laws and/or regulations may make it necessary to include in this Agreement specific
provisions relevant to the subject matter contained herein. Such state law provisions, if any,
are set forth in the state law coordinating provisions attachment
hereto. Such federal law
provisions, if any, are set forth in the Medicare Advantage
provisions attachment hereto. The
parties agree to comply with any and all such provisions and in the event of a conflict
between the provisions in the state law coordinating provisions attachment and/or the
Medicare Advantage provisions attachment and any other provisions in this Agreement, the
provisions in those attachments, as applicable, shall control. In the event that state and/or
federal laws and/or regulations enacted after the Effective Date expressly require specific
language be included in this Agreement, such provisions are hereby incorporated by reference
without further notice by or action of the parties and such provisions shall be effective as
of the effective date stated in such laws, rules or regulations.
	 
	23.3	 	WAIVER. The waiver, whether express or implied, of any breach of any provision of
this Agreement shall not be deemed to be a waiver of any subsequent or continuing breach of
the same provision. In addition, the waiver of one of the remedies available to either party
in the event of a default or breach of this Agreement by the other party shall not at any
time be deemed a waiver of a party’s right to elect such remedy at any subsequent time if a
condition of default continues or recurs.
	 
	23.4	 	NOTICES. Any notices, requests, demands or other communications, except notices of
changes in policies and procedures pursuant to Section 7, required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have
been given: (i) on the
date of personal delivery; or (ii) provided such notice, request, demand or other
communication is received by the party to which it is addressed in the ordinary course of
delivery: (a) on the third day following deposit in the United States mail, postage prepaid or
by certified mail, return receipt requested; (b) on the date of transmission by facsimile
transmission; or (c) on the date following delivery to a nationally recognized overnight
courier service, each addressed to the other party at the address set forth below their
respective signatures to this Agreement, or to such other person or entity as either party
shall designate by written notice to the other in accordance herewith. Humana may also provide
such notices to IPA by electronic means to the e-mail address
of IPA set forth on the Cover
Sheet to this Agreement or to other e-mail addresses IPA provides to
Humana by notice as set
forth herein. Unless a notice specifically limits its scope, notice to any one party included
in the term “IPA” or “Humana” shall constitute notice to all parties included in the
respective terms.
	 
	23.5	 	CONFIDENTIALITY. IPA agrees that the terms of this Agreement and information
regarding any dispute arising out of this Agreement are confidential, and agrees not to
disclose the terms of this Agreement nor




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	 	 	information regarding any dispute arising out of this Agreement to any third party without
the express written consent of Humana, except pursuant to a valid court order, or when
disclosure is required by a governmental agency. Notwithstanding anything to the contrary
herein, the parties acknowledge and agree that IPA may discuss the payment methodology
included herein with Members requesting such information.
	 
	23.6	 	COUNTERPARTS, HEADINGS AND CONSTRUCTION. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which together
constitute one and the same instrument. The headings in this Agreement are for reference
purposes only and shall not be considered a part of this Agreement in construing or
interpreting any of its provisions. Unless the context otherwise requires, when used in this
Agreement, the singular shall include the plural, the plural shall include the singular, and
all nouns, pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, as the identity of the person or persons may require. It is the parties
desire that if any provision of this Agreement is determined to be ambiguous, then the rule of
construction that such provision is to be construed against its drafter shall not apply to the
interpretation of the provision.
	 
	23.7	 	INCORPORATION OF ATTACHMENTS. All attachments attached hereto are incorporated
herein by reference. (e.g. HMO Provisions, State Law Coordinating Provisions, Medicare Advantage
Provisions, Payment, Percent of Premium, Financial Guarantee, and Contracting Limitations)
	 
	23.8	 	FORCE MAJEURE. Neither party to this Agreement shall be deemed to breach its
obligations under this Agreement if that party’s failure to perform under the terms of this
Agreement is due to an act of God, riot, war or natural disaster.
	 
	23.9	 	ENTIRE AGREEMENT. This Agreement, including the attachments, addenda and amendments
hereto and the documents incorporated herein, constitutes the entire agreement between Humana
and IPA with respect to the subject matter hereof, and it supersedes any prior or
contemporaneous agreements, oral or written, between Humana and IPA.
	 
	23.10	 	MODIFICATION OF AGREEMENT. This Agreement may be amended in writing as mutually
agreed upon by IPA and Humana. In addition, Humana may amend this Agreement upon sixty (60) days’
written notice to IPA. Failure of IPA to object in writing to such amendment during the
sixty (60) day notice period shall constitute acceptance of such amendment by IPA.
	 
	23.11	 	SARBANES-OXLEY. Humana acknowledges that IPA is subject to the provisions of the
Sarbanes-Oxley Act of 2002 and the rules, regulations and interpretations promulgated
thereunder (the “Sarbanes-Oxley Act”). In order to assist IPA with its compliance with the
provisions of Section 404 of the Sarbanes-Oxley Act, if Humana obtains Type 2 Statement of
Auditing Standards 70 reports (“SAS 70 Reports”) from their independent auditors regarding the
operating effectiveness of Humana’s internal controls over financial reporting (the “Humana
Controls”), Humana will provide IPA with a copy upon request. If Humana does not provide IPA
with current SAS 70 Reports, solely for the purpose of assessing Humana Controls, Humana will
make available to IPA and its independent auditors information regarding the Humana Controls
as IPA may reasonably request upon reasonable advance notice.
	 
	23.12	 	LIQUIDATED DAMAGES. IPA acknowledges and shall require IPA physicians to acknowledge that
HUMANA has invested and will invest substantial resources including funds, time, effort and
goodwill in building a roll of Medicare Members to be treated by IPA Physicians. Therefore,
IPA agrees that IPA and IPA Physicians, or any of IPA or IPA Physicians’ employees,
principals or financially related entities, shall not solicit, persuade, induce, coerce or
otherwise cause the disenrollment of any Medicare Member at any time, directly or indirectly.
If thirty-five (35) or more Medicare Members assigned to an individual IPA Physician
disenroll from HUMANA due to IPA or IPA Physicians’ directly or indirectly soliciting.
persuading, inducing, coercing or otherwise causing the disenrollment of such Medicare
Members to be treated by IPA or any IPA Physicians or IPA/lPA Physicians’ employees,
principals or other financially related entity under some other prepaid health care benefit
plan other than HUMANA’s IPA shall pay HUMANA the amount of three thousand dollars ($3000.00)
for each disenrolled Medicare Member who is treated by IPA, or any IPA Physicians or IPA/lPA
Physicians’ employees, principals or any




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	 	 	financially related entity. IPM hereby agrees and shall require IPA Physicians hereby to
agree that this amount is not a penalty and constitutes liquidated damages in as such as the
actual damages are not and cannot be ascertained at the time of the execution of this
Agreement. IPA and IPA Physicians understand that this liquidated damages clause does not
apply to or require payment from the Medicare Members under any circumstance. HUMANA agrees
with IPA and IPA Physicians that this paragraph shall not be applicable in the case of any
Medicare Member who disenrolls and is treated by a IPA Physician or anyone else on a
non-prepaid and non-capitated fee-for-service basis as a private patient. In addition,
Medicare Members who were patients prior to IPA Physician’s participation as a HUMANA
Participating Provider, are excluded from this provision, if the IPA and/or IPA Physician
can furnish documentation to HUMANA in the form of a list of his/her patients prior to
becoming a HUMANA Participating Provider. IPA and IPA Physicians have the obligation to and
agree to notify HUMANA immediately of the name of any Medicare Member or former Medicare
Member treated by a IPA Physician or any other person covered by this provision. This
paragraph shall survive for twelve (12) months following the termination or expiration of
this Agreement regardless of the cause giving rise to termination.
	 
	23.13	 	NON-COMPETE: During the term of this Agreement and for the one (1) year period
following termination of this Agreement, regardless of the cause giving rise to such
termination, IPA agrees and shall require IPA Physicians to agree that it is in their
respective legitimate business interests to enter into the following restrictive covenants,
such interests being the preservation and fostering of goodwill and the substantial business
and other relationships the parties have with their respective Members, customers, providers,
patients and others. Therefore, the parties agree to the following.
	 
	23.13.1	 	IPA agrees and shall require IPA Physicians to agree not to, directly or indirectly: (I)
engage in any
activities which are in competition with HUMANA’s comprehensive health insurance, health
maintenance organization or comprehensive benefits plans business, including but not limited
to obtaining a license to become a managed health care plan offering HMO or POS products; or
(II) acquire, manage, establish or otherwise have any direct or indirect interest in any
provider sponsored organization or network (such organization or network commonly and
hereinafter refer to as a “PSN”), as now or in the future defined or authorized by CMS or
any other federal or state agency or enabling legislation or regulation, for the purpose of
administering, developing, implementing or selling Medicare, Medicaid or other government
sponsored health insurance or benefit plans; or (III) contract or affiliate with another
party which is a licensed managed care organization, where such affiliation or contract is
for the purpose of offering and sponsoring HMO or POS Products, and where IPA and/or IPA
Physicians obtain an ownership interest in the HMO or POS managed health care product to be
marketed at the same office sites where services are to be provided to HUMANA Members and as
listed in IPA Information Attachment of this Agreement or at other office sites within a
five (5) mile radius of said office sites listed in IPA Information Attachment.
	 
	24.1	 	CONFLICT OF INTEREST: IPA hereby represents and warrants that except as disclosed
in Conflict of
Interest Disclosure Form, IPA, including all Principals of IPA, and IPA Physicians do not
have an interest, directly or indirectly, as a partner, office, member, director, including
but not limited medical director, shareholder of more than five percent (5%) of the entity’s
outstanding shares, financial, business and/or medical advisor, employee or in any other
employed managerial, advisory, fiscal, ownership or control capacity, in any other health
maintenance organization, prepaid health plan or similar entity providing prepaid health
services, and/or any affiliated companies thereof, hereafter referred to as “Competitive
Plan”.
	 
	24.2	 	IPA agrees that IPA has a continuing obligation to update any and all information in
Conflict of Interest Disclosure Form and to notify HUMANA immediately of any changes herein.




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IN WITNESS WHEREOF, the parties have the authority necessary to bind the entities identified herein
and have executed this Agreement to be effective as of the Effective Date.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IPA/AUTHORIZED SIGNATORY	 	 	 	HUMANA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signature:	 	 	 	 	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	 	 	 	 

	 	 
	 
	Printed Name:	 	 	 	 	 	Printed Name:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	 	 	 	 	Date:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address For Notice:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IPA:	 	 	 	HUMANA:	 	 
	Continucare Medical Management, Inc.	 	 	 	Copy to:	 	 
	7200 Corporate Center Drive	 	 	 	Humana Inc.	 	 
	Suite 600	 	 	 	P.O. Box 1438	 	 
	Miami, Fl 33126	 	 	 	Louisville, Kentucky 40201-1438	 	 
	Attn: President	 	 	 	Attn: Law Department	 	 







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