PARTICIPATING DOCTOR AGREEMENT BETWEEN DOCTORS AND [MCA/VCA NETWORK]

Transcription

1 PARTICIPATING DOCTOR AGREEMENT BETWEEN DOCTORS AND [MCA/VCA NETWORK] This PARTICIPATING DOCTOR AGREEMENT is made and entered into as of the Effective Date set forth below, between [MCA/VCA Network], a Virginia nonstock corporation, and the undersigned licensed Doctor of Chiropractic. In consideration of the premises and the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. Definitions 1.1. Agreement. Agreement means this Participating Doctor Agreement entered into between [MCA/VCA Network] and the undersigned licensed Doctor of Chiropractic Board of Directors. Board of Directors means the governing body of [MCA/VCA Network] Doctor of Chiropractic. The undersigned individual signor of this agreement who is licensed to practice in Maryland or Virginia as a Doctor of Chiropractic Covered Services. Covered Services means the health care services for which benefits are payable as provided pursuant to a Plan, as such Plan may be amended from time to time Credentialing Criteria. Credentialing Criteria means the professional criteria established by the Board of Directors or its designee for the credentialing and recredentialing of Doctors of Chiropractic, as such may be amended from time to time by the Board of Directors or its designee in its sole discretion Effective Date. Effective Date shall be the date specified on the signature page of this Agreement Eligible Persons. Eligible Persons means those persons identified by a Payor as entitled to receive Covered Services pursuant to a Plan

2 1.8. Fee Schedule. Fee Schedule means a schedule of reimbursement amounts pursuant to which a Payor shall pay Participating Doctor of Chiropractic to provide Covered Services. Billing, coding and the services and procedures permitted for reimbursement pursuant to the Fee Schedule shall be described in policies and procedures adopted by [MCA/VCA Network] and furnished to the Participating Doctor of Chiropractic from time to time, and as defined in Payor Agreements Doctor of Chiropractic Panel. Doctor of Chiropractic Panel means all of the Doctors of Chiropractic meeting the Credentialing Criteria established by [MCA/VCA Network], its designee, or Payor for those Doctors of Chiropractic to be eligible for a particular Payor Agreement Clinically Appropriate. Clinically Appropriate or Clinical Appropriateness means services or supplies which are determined to be: (i) appropriate and necessary for the signs, symptoms, diagnosis, or treatment of the particular injury, disease, or condition; (ii) provided for the diagnosis or direct care and treatment of the particular injury or disease; (iii) preventative services as provided in a Plan; (iv) within applicable standards of good health care practice; (v) not primarily for the convenience of the Eligible Person or of any Participating Doctor of Chiropractic furnishing Covered Services to the Eligible Person; and (vi) an appropriate supply or level of service needed to provide safe and adequate care; provided, however, a Payor Agreement or a Plan may provide a different definition of Clinical Appropriateness Participating Doctor of Chiropractic. Participating Doctor of Chiropractic means those Doctor of Chiropractic, including Doctor of Chiropractic, who have been approved under the Credentialing Criteria and have entered into this Doctor Participation Agreement and a Payor Agreement, either individually or through [MCA/VCA Network], to provide the Covered Services Payor Agreement. Payor Agreement means a contract presented by [MCA/VCA Network], or its designee, to Doctor of Chiropractic which, if accepted by Doctor of Chiropractic, obligates Doctor of Chiropractic to provide Covered Services pursuant to the Fee Schedule offered by Payor. A Payor Agreement may be a Payor Agreement involving risk or a non-risk Payor Agreement. A Payor Agreement involving risk means any Payor Agreement by which the network's participating providers share among themselves the financial risk of overutilization or the financial benefits of efficiencies in the delivery of their services through: (a) [MCA/VCA Network] accepting a capitation amount for its participating provider s services and distributing those amounts among its participating providers pursuant to an agreed-upon formula; (b) [MCA/VCA Network] accepting, for its participating provider s services, a percentage of the premium paid to the Payor by its members and distributing that amount to the participating providers pursuant to an agreed-upon formula;

3 (c) In the case of a fee-for-service contract between [MCA/VCA Network] and the Payor, [MCA/VCA Network] s witholding at least 15 percent of each participating provider s revenues due for his or her services, with distribution of that amount to the participating provider only if the network as a whole meets predetermined cost-containment and quality benchmarks; or (d) [MCA/VCA Network] s establishing overall cost or utilization targets for the network as a whole and, and [MCA/VCA Network] s establishing significant financial awards or penalties for the group based on group performance in meeting or not meeting those targets. Any Payor Agreement which does not involve the sharing of substantial risk by the Participating Doctor of Chiropractic shall be deemed a non-risk Payor Agreement for the purposes of this Agreement Payor. Payor means any preferred provider organization, health maintenance organization, insurer, self-insured employer, organized delivery system, managed care organization or plan, governmental third party payor program such as Medicare or Medicaid, or any other type of third party payor Plans. Plans means those individual and group health benefit contracts, policies of insurance, including but not limited to health, workers compensation, accident or disability or other plans of a Payor describing Covered Services to be provided by the Participating Doctor of Chiropractic Utilization Review Program. Utilization Review Program means the program established, administered by [MCA/VCA Network], or its designee, as well as the program required by a Payor in a Payor Agreement, which reviews the medical necessity or Clinical Appropriateness of services rendered by Participating Doctor of Chiropractic. II. General Provisions Applying to all Payor Agreements 2.1. By signing this Agreement Doctor of Chiropractic hereby designates [MCA/VCA Network] and any third-party engaged by [MCA/VCA Network] as Doctor of Chiropractic s non-exclusive agent for professional services agreements with Payors under the terms and conditions set forth in this Agreement. This Agreement is not intended nor shall it be construed to prevent Doctor of Chiropractic from entering into substantially similar agreements with other entities or with Payors directly or to prevent Payor from entering into similar agreements with other entities or health care providers Unless it shall otherwise be unlawful to do so, Doctor of Chiropractic and [MCA/VCA Network] agree that all non-price terms of Payor Agreements may be collectively negotiated by [MCA/VCA Network], or its designee, for Doctor of Chiropractic and other Doctor of Chiropractic participants of [MCA/VCA Network] within parameters established by the Board of Directors or its designee

4 2.3. In accordance with the terms set forth in this Agreement, Doctor of Chiropractic may elect, individually, to accept or reject any Payor Agreement presented to Doctor of Chiropractic by [MCA/VCA Network] or its designee. Doctor of Chiropractic by electing to accept and participate in a Payor Agreement agrees to be bound by the Fee Schedule set forth in the Payor Agreement as well as all other terms and conditions of the Payor Agreement Within ten (10) days of being presented a Payor Agreement in final form Doctor of Chiropractic shall give [MCA/VCA Network] or its designee written notice of Doctor of Chiropractic s individual decision to accept or reject the Payor Agreement [MCA/VCA Network] will use its reasonable efforts to market all its Participating Doctor of Chiropractic to all Payors; however, Doctor of Chiropractic recognizes and acknowledges that credentialing requirements and use of the messenger contracting arrangement by which each Participating Doctor of Chiropractic decides individually whether to participate in agreements offered by Payors may result in Doctor of Chiropractic not being included in Doctor of Chiropractic Panels for all Payor Agreements presented by [MCA/VCA Network] Any written authority given by Doctor of Chiropractic to [MCA/VCA Network] or its designee pursuant to Sections 3.1., or 3.5., of this Agreement to accept on his or her behalf any Payor Agreement may be revoked at any time by written notice of such revocation, which shall become effective in accordance with Section 12.3., of this Agreement; provided however, no such revocation shall be effective as to any Payor Agreement accepted by [MCA/VCA Network] or its designee on behalf of Doctor of Chiropractic prior to the effective dale of such notice Unless [MCA/VCA Network] has specifically agreed under a Payor Agreement that payments for Covered Services rendered by Participating Doctor of Chiropractic arc payable directly to [MCA/VCA Network] by Payor, [MCA/VCA Network] shall not be responsible or liable for the payment of any claims submitted by Participating Doctor of Chiropractic for furnishing Covered Services. Further, [MCA/VCA Network] shall not be an insurer, indemnitor, provider of health care benefits or guarantor of payments to Doctor of Chiropractic on behalf of any Payor under any Payor Agreement. In no event shall [MCA/VCA Network] be responsible for any claims decisions or payments to Doctor of Chiropractic with respect to non- Covered Services to Eligible Persons. III. Payor Agreements Involving Risk and Non-risk Payor Agreements A. Provisions Applying to Payor Agreements Involving Substantial Financial Risk 3.1. Doctor of Chiropractic and [MCA/VCA Network] agree that the price terms of all Payor Agreements involving risk on the part of the Participating Doctor of Chiropractic will be negotiated by [MCA/VCA Network], or its designee, for Doctor of Chiropractic within parameters established by the Board of Directors. Further, Doctor of Chiropractic and [MCA/VCA Network] agree that [MCA/VCA Network], or its designee, may negotiate collectively with a Payor on behalf of Doctor of Chiropractic and other Doctor of Chiropractic

5 participants of [MCA/VCA Network] regarding any Payor Agreement involving risk. Prior to [MCA/VCA Network s] or its designee s negotiation of a Payor Agreement involving risk, [MCA/VCA Network] shall inform Doctor of Chiropractic as to whether he or she may be eligible for the proposed Doctor of Chiropractic Panel for the particular Payor Agreement involving risk to be negotiated. At this time [MCA/VCA Network] will inform Doctor of Chiropractic of the terms Payor is likely to propose and the terms [MCA/VCA Network] may propose for the Payor Agreement involving risk. Doctor of Chiropractic shall promptly indicate in response to [MCA/VCA Network] his or her willingness to accept the Payor Agreement involving risk when it is within the anticipated parameters. Unless Doctor of Chiropractic has separately given [MCA/VCA Network] authority to accept the Payor Agreement involving risk when it is within the anticipated parameters disclosed to Doctor of Chiropractic, then Doctor of Chiropractic, when presented with the negotiated Payor Agreement involving risk, shall have the right to accept or reject the Payor Agreement involving risk. Doctor of Chiropractic shall give written notice of his or her acceptance or rejection of a Payor Agreement involving risk within ten (10) of that agreement being presented to Doctor of Chiropractic. In the event Doctor of Chiropractic fails to respond within such time period, he or she shall be deemed to have rejected the Payor Agreement. B. Provisions Applying to Non-risk Payor Agreements 3.2. For all non-risk Payor Agreements, [MCA/VCA Network], or its designee, shall not negotiate price or price related terms collectively for Doctor of Chiropractic and other Doctor of Chiropractic participants of [MCA/VCA Network], nor shall [MCA/VCA Network] disseminate to Doctor of Chiropractic [MCA/VCA Network] or its designee s views or intentions as to any proposed non-risk Payor Agreement, or otherwise serve to facilitate any agreement or understanding among Doctor of Chiropractic and other participants of [MCA/VCA Network] on prices or other price related terms At the request of [MCA/VCA Network], or its designee, Doctor of Chiropractic agrees to furnish to [MCA/VCA Network], or its designee, the minimum fees that Doctor of Chiropractic will accept for a non-risk Payor Agreement. Doctor of Chiropractic may also furnish other information or instructions to [MCA/VCA Network] or its designee, including but not limited to, instructing [MCA/VCA Network] or its designee not to present the offer of a non-risk Payor Agreement to Doctor of Chiropractic unless it meets or exceeds parameters established by Doctor of Chiropractic and made known by Doctor of Chiropractic to [MCA/VCA Network] or its designee For non-risk Payor Agreements, [MCA/VCA Network], or its designee, shall convey to Payors the terms and conditions, including the fee proposal described at Section 3.3, Doctor of Chiropractic is willing to accept from any Payor, and convey to Doctor of Chiropractic any contract offer made by a Payor. Doctor of Chiropractic shall promptly and independently determine whether he or she accepts or rejects Payor s contract offer. [MCA/VCA Network] may continue conveying terms and conditions for non-risk Payor Agreements between Doctor of Chiropractic and the Payor until Doctor of Chiropractic finally accepts or rejects the non-risk Payor Agreement or until the Payor indicates it has a sufficient panel of Doctor of Chiropractic. Information on prices or other terms and conditions conveyed to Payor shall be obtained by

6 [MCA/VCA Network] or its designee separately from each Doctor of Chiropractic participants of [MCA/VCA Network]. [MCA/VCA Network] or designee may convey to Doctor of Chiropractic objective information about proposed non-risk Payor Agreement terms Doctor of Chiropractic agrees that [MCA/VCA Network] or its designee may request Doctor of Chiropractic to indicate what prices or range of prices he or she will accept from a Payor. Notwithstanding the provisions of Section 3.4 above, Doctor of Chiropractic, may in writing, give [MCA/VCA Network] authority to accept on behalf of Doctor of Chiropractic any non-risk Payor Agreement whose price terms meet or exceed the price terms Doctor of Chiropractic has indicated in writing to [MCA/VCA Network] he or she will accept For non-risk Payor Agreements, [MCA/VCA Network], or its designee, agrees that it shall not discuss with or disseminate to Doctor of Chiropractic information regarding price terms or fee proposals provided separately by other Doctor of Chiropractic participants of [MCA/VCA Network]. Such information may be provided to Payors by [MCA/VCA Network] solely for the purpose of facilitating contracting with the Payor. For non-risk Payor Agreements, Doctor of Chiropractic agrees that he or she shall not discuss with or disseminate to other participants of [MCA/VCA Network] or other Doctor of Chiropractic Doctor of Chiropractic s information regarding price terms or fee proposals or Doctor of Chiropractic s intentions regarding acceptance or rejection of a non-risk Payor Agreement. IV. Credentialing 4.1. Doctor of Chiropractic agrees to abide by [MCA/VCA Network s] Credentialing Criteria (or those of its designee) on a continuing basis, to give notice to [MCA/VCA Network] within ten (10) days of any change in Doctor of Chiropractic s status that results in noncompliance with those criteria at any time during the term of this Agreement, to authorize release of information to [MCA/VCA Network] for purposes of evaluation of Doctor of Chiropractic s credentials, and to release [MCA/VCA Network] and those providing such information to [MCA/VCA Network] from liability as set out in Section 4.4., of this Agreement Doctor of Chiropractic acknowledges and agrees that continuation of this Agreement is conditioned upon Doctor of Chiropractic s continuing compliance with all of the following terms: (a) As of the Effective Date of this Agreement, and at all times throughout the term of this Agreement, Doctor of Chiropractic shall be and remain in compliance with the Credentialing Criteria set forth at Section 4.5., and as established from time to time by the Board of Directors. (b) The information contained in the application of Doctor of Chiropractic for participation in [MCA/VCA Network] is true and correct in all respects and does not fail to state a material fact that would make it otherwise materially misleading, and the information submitted by Doctor of Chiropractic in connection with any recredentialing process for participation in [MCA/VCA Network] will be true and correct in all respects and will not fail to state a material fact that would make it otherwise misleading

7 (c) All of the representations, warranties and covenants of Doctor of Chiropractic set forth in this Agreement shall be true and correct, and binding upon Doctor of Chiropractic, throughout the term of this Agreement; and Doctor of Chiropractic has not failed, and shall not fail throughout the term of this Agreement, to disclose any material information to [MCA/VCA Network], the omission of which makes any of such representations and warranties misleading. In the event of any circumstance that would render any of the representations or warranties made by Doctor of Chiropractic in this Agreement materially inaccurate or incomplete, Doctor of Chiropractic shall give written notice to [MCA/VCA Network] of such matter in no less than ten (10) days after such matter is brought to the attention of Doctor of Chiropractic. Without limiting the foregoing, within ten (10) days of occurrence, Doctor of Chiropractic shall notify [MCA/VCA Network] and provide [MCA/VCA Network] with all information with respect to the commencement of any action which could materially affect any of Doctor of Chiropractic s professional licenses, professional membership or clinical privileges at any facility, or participation in any governmental reimbursement program, as well as any malpractice actions or judgments against Doctor of Chiropractic and any settlements by Doctor of Chiropractic in connection therewith Periodic Recredentialing. Doctor of Chiropractic shall at all times be required to be qualified under [MCA/VCA Network s] Credentialing Criteria or those of its designee; and Doctor of Chiropractic s continuing eligibility under the Credentialing Criteria shall be subject to periodic review by [MCA/VCA Network] or its designee Release. Doctor of Chiropractic hereby releases from liability [MCA/VCA Network], its officers, directors, employees and agents for their acts performed and statements made in good faith and without malice, in connection with evaluating Doctor of Chiropractic under the Credentialing Criteria, and otherwise for compliance with the terms of this Agreement. Doctor of Chiropractic hereby releases from liability [MCA/VCA Network] and any and all individuals and entities who furnish to [MCA/VCA Network], its directors, officers, employees or its agents, in good faith and without malice, information concerning the Credentialing Criteria. disciplinary actions against Doctor of Chiropractic, professional services furnished by Doctor of Chiropractic, utilization and practice patterns of Doctor of Chiropractic, education, professional experience, professional ethics, health status and other qualifications to be a Doctor of Chiropractic and the use of such information by [MCA/VCA Network], its directors, officers, employees, and agents, in good faith, in connection with the evaluation of Doctor of Chiropractic s status as a Doctor of Chiropractic of [MCA/VCA Network]. Credentialing Criteria As an inducement to [MCA/VCA Network] to enter into this agreement, Doctor of Chiropractic represents and warrants to [MCA/VCA Network] the following, and covenants and agrees as follows: 4.5. Professional Credentials

8 (a) Doctor of Chiropractic holds, as of the Effective Date of this Agreement and will hold throughout the term of this Agreement, an unrestricted license or other authorization to practice chiropractic in the State of Maryland or Commonwealth of Virginia. A copy of Doctor of Chiropractic s current valid license shall be provided to [MCA/VCA Network]. (b) Doctor of Chiropractic is not now and shall not become: (i) excluded from receiving payments from Medicare, Medicaid or any other third patty reimbursement programs; (ii) subject to disciplinary action by any state or local chiropractic society, specialty society, state board of chiropractic examiners; or (iii) subject to sanctions of any kind whatsoever by any person or entity for improper chiropractic procedures or actions. Any such actions shall be promptly reported by Doctor of Chiropractic to [MCA/VCA Network]. (c) Doctor of Chiropractic has not been convicted of a felony Crime related to health care or health care delivery. (d) Doctor of Chiropractic shall report to [MCA/VCA Network] any physical or mental condition(s) that may affect Doctor of Chiropractic s ability to practice Doctor of Chiropractic s profession. If Doctor of Chiropractic has such condition(s) then Doctor of Chiropractic shall provide a statement from Doctor of Chiropractic s personal Doctor stating that the condition(s) does not interfere with Doctor of Chiropractic s ability to provide safe and appropriate chiropractic care. (e) Doctor of Chiropractic shall purchase and maintain, at the sole cost and expense of Doctor of Chiropractic, policies of professional and comprehensive general liability insurance in amounts as required by [MCA/VCA Network] from time to time as shown on the attached Schedule 4.5.(e). Such insurance shall cover Doctor of Chiropractic, and his or her employees and agents. Such insurance shall be provided through an insurer qualified in the State(s) where Doctor of Chiropractic practices, financially sound and otherwise acceptable to [MCA/VCA Network]. Notwithstanding the foregoing, Doctor of Chiropractic shall provide [MCA/VCA Network] with notice within ten (10) days of any cancellation, termination or material alteration of any such insurance policies. Within ten (10) days of the expiration or cancellation of any such policy, Doctor of Chiropractic shall secure replacement of such insurance coverage upon at least the same terms as the prior coverage so that no gap in coverage shall exist, and shall furnish [MCA/VCA Network] with a certificate and endorsement as described herein and by an insurance company with such qualifications. Doctor of Chiropractic shall maintain insurance coverage (including, if necessary, extended coverage or tail insurance) sufficient to insure against claims arising at any time during the term of this Agreement, including those that may be asserted after the termination of this Agreement. The provisions of this Section 4.5.(e) shall survive the expiration or termination of the Agreement for any reason. (f) Doctor of Chiropractic shall furnish all information requested by [MCA/VCA Network] in its application form for credentialing and recredentialing for Participating Doctor of Chiropractic status under this Agreement. Doctor of Chiropractic shall furnish complete information with respect to Doctor of Chiropractic s professional training and experience, including, without limitation, chiropractic and professional education, internship,

9 fellowships, teaching appointments, licensure, chiropractic staff membership and clinical privileges at any facility, employment history, and references. [MCA/VCA Network] has the sole discretion with respect to the determination of the acceptability of such credentials. Doctor of Chiropractic shall execute the appropriate release directing any and all entities that may have information with respect to the Credentialing Criteria to furnish such information to [MCA/VCA Network] upon request. Such entities include without limitation health care facilities, chiropractic societies, state examining boards, Medicare intermediaries and Payors. (g) In Doctor of Chiropractic s application, reapplication for [MCA/VCA Network] participation or periodic recredentialing, and periodically throughout the term of this Agreement as required above, Doctor of Chiropractic has demonstrated to [MCA/VCA Network] that Doctor of Chiropractic is a member in good standing with either the Maryland Chiropractic Association or the Virginia Chiropractic Association. [MCA/VCA Network] has sole discretion in the determination of the impact of this information for purposes of compliance with the Credentialing Criteria. V. Doctor of Chiropractic Duties For each Payor Agreement, Doctor of Chiropractic shall: 5.1. Provide to Eligible Persons Clinically Appropriate Covered Services for which Doctor of Chiropractic is qualified Perform the Covered Services pursuant to the applicable standards of good chiropractic practice; 5.3. Treat Eligible Persons in all respects no less favorably than Doctor of Chiropractic treats all other patients, and determine whether or not to accept Eligible Persons for treatment or terminate the treatment of Eligible Persons only on the basis of the same criteria employed by Doctor of Chiropractic to make such determinations in connection with all other patients; 5.4. Obtain from Eligible Persons a written authorization to release chiropractic records, in compliance with the law, to [MCA/VCA Network], in a form approved by [MCA/VCA Network], and to Payors in accordance with the terms of Payor Agreements; verify eligibility of Eligible Persons under a Plan and Payor Agreement, as specified in the applicable Payor Agreement; and cooperate and comply with the assignment of benefits, billing and other procedures established under Payor Agreements: 5.5. Submit all claims for Covered Services in accordance with the Payor Agreement or as prescribed by the Board of Directors or its designee. Doctor of Chiropractic hereby acknowledges that payment for Clinically Necessary Covered Services furnished to Eligible Persons shall be due solely from a Payor; except that Doctor of Chiropractic must use best efforts to collect from Eligible Persons for co-payments, coinsurance and deductible amounts, and for non-covered Services, in accordance with the terms of the applicable Payor Agreement and

10 Plan, and may seek payments as available pursuant to the coordination of benefit provisions of the applicable Payor Agreement Other than for applicable co-pays and deductibles, hold an Eligible Person harmless from the cost of Covered Services in the event that an Eligible Person is covered by a health maintenance organization or other arrangement by which Covered Services are prepaid, in accordance with the applicable Plan and Payor Agreement Submit to [MCA/VCA Network], its designee, Payor, or Payor s agent a fully completed HCFA Form 1500 (or other form or media acceptable to [MCA/VCA Network] Payor or Payor s agent) for claims involving an Eligible Person within the time period required by the applicable Payor Agreement or policy Maintain, with respect to each Eligible Person receiving Doctor of Chiropractic s services, a single standard clinical record in such form, containing such information and preserved for such time periods as required by applicable state and federal laws and regulations, and [MCA/VCA Network] and Payor Agreements. Subject to applicable confidentiality provisions and for the purpose of claims processing, Doctor of Chiropractic will provide Payors, [MCA/VCA Network], their agents, any utilization management company engaged by [MCA/VCA Network], or a Payor, with access, upon reasonable notice during normal business hours, to Doctor of Chiropractic s records regarding Eligible Persons, for inspection and copying Comply and participate with the Utilization Review Program standards and procedures, observe the protocols of the Utilization Review Program and any other clinical protocols adopted by [MCA/VCA Network] or its designee pursuant to this Agreement, submit to performance reviews in conjunction therewith, and be bound by the decisions issued pursuant to such Utilization Review Program. Copies of the applicable policies and procedures will be provided to Doctor of Chiropractic upon execution of Payor Agreements Follow such Utilization Review Program standards and procedures, failure of such may result in termination of Doctor of Chiropractic s participation in a Payor Agreement or Plan, and is cause for immediate termination of this Agreement by [MCA/VCA Network]. In cases involving a failure to follow [MCA/VCA Network s] Utilization Review Program standards or procedures, [MCA/VCA Network] agrees to allow Doctor of Chiropractic thirty (30) days after [MCA/VCA Network] receives notice of such failure in which to correct such failure Covenant and agree with [MCA/VCA Network], or its designee, that with regard to non-risk Payor Agreements to not discuss or share with other participants of [MCA/VCA Network] information on prices, fees, price related contract terms or conditions, those portions of contract offers involving price, or reactions to those portions of contract offers involving price. Such information shall be held in the strictest of confidence subject to the permitted uses of such information set forth in this section

11 5.12. Make an independent, separate, and unilateral decision to accept or reject a Payor s non-risk agreement offer Acknowledge and agree that [MCA/VCA Network] reserves the right to conduct retrospective review to determine whether services rendered by Participating Doctor of Chiropractic are Clinically Necessary and medically appropriate Acknowledge and agree that nothing contained in this Agreement shall interfere with independent judgment, or in any way alter any Doctor-patient relationship and Doctor of Chiropractic shall have the sole responsibility for the care and treatment of Eligible Persons under Doctor of Chiropractic s care including discussion of treatment alternatives. Nothing contained herein shall grant [MCA/VCA Network] or any party performing utilization review the right to govern the level of care of a patient. Utilization management decisions shall only affect reimbursement of Doctor of Chiropractic for services rendered and shall not limit the performance of the services of Doctor of Chiropractic or affect Doctor of Chiropractic s professional judgment Provide Eligible Persons Covered Services upon the presentation of appropriate documentation supplied by Payor identifying the patient as an Eligible Person. Verification will be in accordance with Payor s customary verification procedures or as agreed upon by [MCA/VCA Network]. Doctor of Chiropractic s failure to comply with Payor s procedures for verification of eligibility may result in denial of payment for Doctor of Chiropractic s services. VI. [MCA/VCA Network] Duties 6.1. Administration. In addition to those duties already described in this Agreement, [MCA/VCA Network] will: (a) Establish a network of Doctor of Chiropractic, including Doctor of Chiropractic and itself or through its designee administer and market its network of Doctor of Chiropractic to Payors. [MCA/VCA Network] shall furnish Doctor of Chiropractic with a summary of the terms of each Payor Agreement and other information necessary for Doctor of Chiropractic to fulfill the obligations of Doctor of Chiropractic hereunder. [MCA/VCA Network] shall not be an insurer, guarantor or underwriter of the responsibility or liability of any Payor to provide benefits or to make payments to Doctor of Chiropractic for services rendered pursuant to any Payor Agreement or Plan; (b) Administer and, in accordance with the Credentialing Criteria as applied by the Board of Directors or its designee, determine the composition of the network of Participating Doctor of Chiropractic of [MCA/VCA Network]; and (c) Use reasonable efforts to encourage a Payor or its paying agent to make timely payments due to the Participating Doctor of Chiropractic

12 6.2. Marketing and Promotion. [MCA/VCA Network] shall, within its discretion and subject to the terms of this Agreement: (a) Use reasonable efforts to solicit Payor Agreements from Payors offering appropriate terms including Plans that may include financial incentives for Eligible Persons to use Participating Doctor of Chiropractic. (b) Market, advertise and actively promote [MCA/VCA Network]; and (c) Market and solicit agreements with other networks of providers holding agreements with Payors to provide such networks and their payor clients access to [MCA/VCA Network s] network in accordance with the terms of this Agreement. VII. Participation and Usage Fees 7.1. Annual Participation Fees. As compensation for the services provided by [MCA/VCA Network] pursuant to this Agreement, Doctor of Chiropractic shall, upon the execution of this Agreement, pay to [MCA/VCA Network] an initial participation fee as set forth on the attached schedule 7.1. At the expiration of the initial term of this Agreement Doctor of Chiropractic, provided he or she is otherwise eligible for renewal of this Agreement, shall pay when due to [MCA/VCA Network] the participation fee then established by [MCA/VCA Network] for renewal of this Agreement. Failure to pay when due any participation or usage fee established by [MCA/VCA Network] shall permit [MCA/VCA Network] to immediately terminate this Agreement Annual Fees/Usage Fees. Doctor of Chiropractic acknowledges and agrees that the Board of Directors may in its sole discretion set annual participation fees or usage fees payable by Doctor of Chiropractic in order to remain a participant of [MCA/VCA Network] Non-Refundability. Except as provided for in Section 10 of this Agreement, Doctor of Chiropractic acknowledges and agrees that after the Effective Date of this Agreement no portion of the participation or usage fees is refundable. VIII. [MCA/VCA Network] Participation 8.1. [MCA/VCA Network] Committees. Doctor of Chiropractic agrees, when requested, to participate to a reasonable extent in the work of committees established by [MCA/VCA Network] to conduct its business. Such committee appointments shall be made in accordance with the corporate Bylaws of [MCA/VCA Network] or by such person(s) as are designated by the Board of Directors Confidential Information. (a) Confidential Information shall mean information of [MCA/VCA Network] as described in Sections 3.2., 3.3., 3.4., 3.5., and 3.6., of this Agreement as well as information of [MCA/VCA Network] that shall be subject to patent, copyright, trademark, trade

13 name or service mark protection, or is a trade secret and described as confidential by [MCA/VCA Network], which is not otherwise in the public domain and related to the business and operations of [MCA/VCA Network], including, without limitation, this Agreement and the exhibits hereto, lists of Payors and Participating Doctor of Chiropractic, fee schedules, and information related thereto, information relating to earnings, volume of business, methods, systems, practices or plans of [MCA/VCA Network] and its Payors, and all similar information of any kind or nature whatsoever which is known only to persons having a fiduciary or confidential relationship with [MCA/VCA Network] and its Payors that own proprietary rights in or to such information. (b) Non-Disclosure of Confidential Information. (c) Doctor of Chiropractic acknowledges that due to the nature of this Agreement, Doctor of Chiropractic may have access to and acquire Confidential Information as defined in this Agreement related to the business and operations of [MCA/VCA Network] which is solely the property of [MCA/VCA Network] and constitutes confidential and proprietary information of [MCA/VCA Network], the disclosure of which to third parties, including other participants of [MCA/VCA Network], may cause the violation of law or substantial loss to the goodwill of [MCA/VCA Network]. Disclosure of Confidential Information to Doctor of Chiropractic shall be made due to the position of trust and confidence that Doctor of Chiropractic shall occupy and clue to the agreement by Doctor of Chiropractic to the restrictions contained herein, and the unauthorized disclosure of Confidential Information would cause [MCA/VCA Network] irreparable harm. (d) In consideration of the acknowledgments set forth above and in consideration for this Agreement, Doctor of Chiropractic (and the respective officers, directors, employees, agents, successors and assigns of Doctor of Chiropractic) shall hold any and all Confidential Information in the strictest confidence as a fiduciary, and shall not, voluntarily or involuntarily, sell, transfer, publish, disclose, display or otherwise make available to others, including other participants of [MCA/VCA Network], any portion of the Confidential Information without the express written consent of [MCA/VCA Network]. Doctor of Chiropractic shall use best efforts to protect the Confidential Information consistent with the manner in which Doctor of Chiropractic protects Doctor of Chiropractic s own confidential business information. (e) Chiropractic Records. The parties hereto shall maintain the confidentiality of any and all chiropractic records and other protected health information which shall be in their possession and control, and such information shall only be released or disseminated pursuant to the valid authorization of the patient whose chiropractic condition is reflected in such chiropractic records or as shall be otherwise permitted under applicable law. [MCA/VCA Network] and Doctor of Chiropractic acknowledge that during the course of fulfilling their respective obligations under this Agreement each shall comply with the Health Insurance Portability and Accountability Act of 1996 ( HIPAA and/or the Act ) and its implementing regulations (45 CFR Parts 160 and 164) and standards related to Individually Identifiable Health Information (the Privacy Rule ); the requirements of all insurance commissioner regulations implementing Title V of the Gramm-Leach-Bliley Act (15 USC 6801 et seq.) that are

14 applicable to the parties relationship; and Title XIII of the American Recovery and Reinvestment Act of 2009 and its implementing regulations. In the event any activity under this Agreement would cause [MCA/VCA Network] to be considered a Business Associate as defined in 45 C.F.R (b), the parties will enter into a Business Associate Agreement provided by [MCA/VCA Network] that complies with HIPAA and the Privacy Rule. (f) Legal Restrictions. Neither party hereto shall be in default for failure to supply information which such party, in good faith, believes cannot be supplied due to prevailing law, or for supplying information which such party, in good faith, believes is required to be supplied due to prevailing law. (g) In consideration of the acknowledgements set forth above and in consideration for this Agreement, [MCA/VCA Network], its directors, officers, and agents shall hold the Confidential Information described in Sections 3.2., 3.3., 3.4., 3.5., and 3.6. of this Agreement in strictest confidence with regard to other participants of [MCA/VCA Network] Trademarks and Copyrights. Each party acknowledges each other party s sole and exclusive ownership of its respective trade names, commercial symbols, trademarks and service marks, whether presently existing or later established (collectively Marks ). No party shall use the other party s Marks in advertising or promotional materials or otherwise without the owner s prior written consent; provided however, that [MCA/VCA Network] and Payors holding Payor Agreements with [MCA/VCA Network] may publicize Doctor of Chiropractic s name, office address and telephone, the services offered by Doctor of Chiropractic, and the status of Doctor of Chiropractic as a Participating Doctor of Chiropractic. IX. Term 9. The initial term of this Agreement ( Initial Term ) shall commence on the Effective Date of this Agreement and, unless earlier terminated as provided herein, shall continue through calendar year 2011 and 2012 until December 31, Thereafter, this Agreement shall be automatically renewed for periods of one year each (each a Renewal Term ) unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or of any Renewal Term, or unless earlier terminated as otherwise provided in this Agreement. X. Termination Termination for Breach. Either party may terminate this Agreement upon the breach of this Agreement by the other party which is not remedied within thirty (30) days after receipt by such other party of notice thereof from the terminating party. Provided however, in the event [MCA/VCA Network] terminates this Agreement due to a breach by Doctor of Chiropractic, Doctor of Chiropractic shall not be entitled to the refund of all or any portion of the participation fee paid for that term. And further, in the event Doctor of Chiropractic terminates this Agreement due to a breach by [MCA/VCA Network], unless said breach is due to the insolvency, bankruptcy or complete cessation of business operations of [MCA/VCA Network], Doctor of Chiropractic shall be entitled to the refund of a prorated portion of the participation fee

15 paid for that term. In the event Doctor of Chiropractic terminates this Agreement due to [MCA/VCA Network s] insolvency, bankruptcy or complete cessation of business operations, then Doctor of Chiropractic shall not be entitled to the refund of all or any portion of the participation fee paid for that term Immediate Termination. Anything elsewhere in this Agreement to the contrary notwithstanding, [MCA/VCA Network] shall have the option to terminate this Agreement immediately at any time upon written notice to Doctor of Chiropractic in the event that Doctor of Chiropractic: (i) fails to purchase or maintain policies of insurance as required in the Credentialing Criteria; (ii) is disqualified or suspended from chiropractic practice in any state, or has any other license, certification or authorization required to perform any duties limited, restricted, suspended, revoked or terminated; (iii) is disciplined by any governmental authority or agency; (iv) commits professional misconduct, violates the principles of professional ethics or, in the sole determination of [MCA/VCA Network], has an excessive number of professional liability claims filed or resolved against Doctor of Chiropractic; (v) is indicted for a felony; (vi) is suspended or fined under the Medicare, Medicaid or other governmental reimbursement programs; (vii) misrepresents or falsifies any information on Doctor of Chiropractic s application for participation submitted to [MCA/VCA Network]; or (viii) failure to follow UR standards and programs contained in Section 5. In the event of termination pursuant to this Section 10.2, Doctor of Chiropractic shall not be entitled to the refund of all or any portion of the participation fee paid for the term of this Agreement Termination of this Agreement under any of the above provisions shall not act to terminate any Payor Agreement accepted by Doctor of Chiropractic. Termination of a Payor Agreement shall only occur as defined by the parties to the Payor Agreement. XI. Amendment of Agreement by [MCA/VCA Network] This Agreement, including any addenda, schedules, exhibits or other attachments hereto, may be amended by [MCA/VCA Network] at any time upon written notice to Doctor of Chiropractic. Doctor of Chiropractic shall have the option to reject the amendment by serving notice of such rejection upon [MCA/VCA Network] within thirty (30) days of the effective date of the notice from [MCA/VCA Network]. Failure to provide notice of rejection within such thirty (30) day period shall constitute acceptance of the amendment by Doctor of Chiropractic. If Doctor of Chiropractic rejects the amendment, [MCA/VCA Network] shall have the option (a) to withdraw the amendment or (b) to terminate this Agreement by giving written notice to Doctor of Chiropractic within sixty (60) days of the effective date of the notice of rejection from Doctor of Chiropractic [MCA/VCA Network] policies, procedures, rules and regulations may be amended from time to time in the sole discretion of [MCA/VCA Network]. XII. General Terms Independent Contractors. Each party, and its officers, agents and employees, are at all times independent contractors with respect to the other party. Nothing in this Agreement

16 shall be considered to make or render either party or any of its officers, agents, or employees an agent, servant, or employee of, or joint venture of or with, the other Indemnification. Doctor of Chiropractic shall defend, hold harmless and indemnify [MCA/VCA Network], its officers, directors, members, agents, and employees (each, an Indemnified Party ) against any and all claims, liabilities, damages, losses, judgments and expenses (including reasonable attorneys fees and litigation expenses) asserted against, suffered, or incurred by an Indemnified Party which may relate to or arise out of the acts or omissions of Doctor of Chiropractic under this Agreement, or which may relate to or arise from the malpractice or negligence of Doctor of Chiropractic, its employees or agents in the discharge of its professional responsibilities to an Eligible Person, or which may relate to or arise from Doctor of Chiropractic s breach of its obligations under this Agreement Notices. Any notice required to be given under this Agreement shall be in writing and shall be effective on delivery, if personally delivered, or if sent by United States mail, certified mail, postage prepaid, shall be effective on the third (3rd) day following the date deposited in the mail, addressed to the parties as set forth on the signature page, or to any other address specified in writing by such party in accordance with this Section Gender and Number. Whenever the context so requires, the singular shall include the plural, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both other genders Entire Agreement. This Agreement, together with all addenda, exhibits, schedules and other attachments hereto, represents the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and all prior and concurrent agreements, understandings, representations and warranties with respect to such subject matter, whether written or oral, are and have been merged herein and superseded hereby Compliance with Terms. Waiver of any breach of this Agreement, or other failure to insist upon strict compliance with any of the terms herein, by either party hereto shall not be deemed to be a continuous waiver or a waiver of any other breach of the same or a different provision of this Agreement Assignment. This Agreement may not be assigned by Doctor of Chiropractic without the express written consent of [MCA/VCA Network]. [MCA/VCA Network] may assign this Agreement, upon notice to Doctor of Chiropractic, to any other entity Benefits. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, executors, administrators, successors and assigns. Notwithstanding that benefits may inure to Payors and Eligible Persons under this Agreement, it is not the intention of Doctor of Chiropractic or [MCA/VCA Network] that such Payors and Eligible Persons shall be third party beneficiaries of the obligations of either party to this Agreement and no such Payors and Eligible Persons shall have the right to enforce any obligations of the parties hereunder

17 12.9. Severability. If any portions of this Agreement shall, for any reason, be invalid or unenforceable, such portions shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining portion or portions shall nevertheless be valid, enforceable and of full force and effect Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute a single instrument Conflict of Laws. This Agreement shall be governed by the laws of the Commonwealth of Virginia without giving effect to its conflicts of law provisions. [Signatures are on the following page.]

18 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. [MCA/VCA Network] Signature Printed Name Title DOCTOR OF CHIROPRACTIC: Signature Printed Name Street Address City State Zip Code

19 Schedule 4.5.(e) 4.5.(e) Professional and Comprehensive General Liability Insurance. As of the Effective Date of this Agreement, Doctor of Chiropractic shall maintain at a minimum professional liability insurance and comprehensive general liability insurance in the amounts of $ per occurrence and $ in the aggregate or the minimum coverage required by applicable state law, whichever is more. This amount of Professional and Comprehensive liability Insurance is subject to amendment by the Board of Directors with a thirty (30) day notice

20 Schedule Annual Participation Fees for The participation fee for Doctor of Chiropractic is ($ ) plus a ($ ) credentialing fee