EX-10.1 Participation Agreement



 





Exhibit 10.1



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.





THIRD PARTY BENEFICIARIES





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	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.
	 
	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





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	 	 	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
liability, and workers’ compensation coverage as required by law, insuring IPA and
IPA’s employees and






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	      	 	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




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	      	 	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.





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




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	      	 	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 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






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	 	 	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
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, WHOLLY OWNED AFFILIATED PROVIDER PROVISION,
DELEGATION OF UTILIZATION REVIEW/MANAGEMENT, 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




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	 	 	soliciting, persuading, inducing, coercing or otherwise causing the disenrollment of such
Medicare 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 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”.




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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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