EX-10.2 Participation Agreement



 





Exhibit 10.2




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 “Payor” 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 determines that IPA, or any of IPA or IPA’s Physicians’
employees,
principals or financially related entities, have solicited, persuaded, induced, coerced, or
otherwise caused
the disenrollment of thirty-five or more Medicare Members assigned to an IPA Physician and
such disenrollment meets the criteria set forth in section 23.12 of this Agreement (vi) 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




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	 	 	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, 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.




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	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 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.




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	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
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. PAYMENT, DELEGATION OF UTILIZATION REVIEW/MANAGEMENT)
	 
	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 lPA 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 anytime, 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




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	 	 	Members to be treated by IPA or any IPA Physicians or IPA/IPA 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/IPA Physicians’ employees, principals or any 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 lnterest Disclosure Form, IRA, 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”.










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	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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