1. PURPOSE This agreement is between Health Care Networks of America, LLC ( HNA ), a Nevada corporation and the Dentist, Professional Corporation, or Group Practice ( Provider ). Provider agrees to participate in the HNA/AFLAC Preferred Provider Network for the purpose of accepting AFLAC s Level 2 Dental Insurance Policy. Participating Provider shall receive the benefits associated with HNA/AFLAC s marketing and sales campaigns targeted at increasing overall Provider revenue and shall, in return, provide high quality dental care services to AFLAC Level 2 Dental Insurance Policyholders and their dependents, hereinafter called Policyowners. 2. RESPONSIBILITIES OF HEALTH CARE NETWORKS OF AMERICA A. HNA will establish and manage a provider network whose purpose is to provide professional dental services to AFLAC Level 2 Dental Insurance Policy Policyowners. B. AFLAC Payment: HNA will enter into an agreement with AFLAC to allow AFLAC Level 2 Dental Policy Policyowners to access Providers and receive dental procedures to be charged at the rates specified in the AFLAC Level 2 Dental Policy Fee Schedule. This agreement will include a requirement for AFLAC to reimburse Providers for expenses incurred by the Policyowner for which the Policyowner is eligible according to the terms and conditions set forth in the policy. Such reimbursement will be made to the Provider in a timely manner. C. Provider Support: HNA will, to the best of its ability, assist the Provider in addressing any applicable issues as they pertain to AFLAC s Level 2 Dental Policy. This includes issue resolution and program training. D. Hold Harmless: HNA shall indemnify and hold harmless Provider against any and all claims, litigation, judgments, settlements, penalties, and expenses arising out of, or in connection with the services to be provided by HNA under this Agreement to the extent they are not attributable to the negligence or willful misconduct of Provider. E. AFLAC Level 2 Dental Policy Fee Schedule: HNA shall review the AFLAC Level 2 Dental Policy Fee Schedule on a periodic basis not less than once per calendar year. Providers will be notified of any changes to the Fee Schedule in writing at least 30 days prior to the effective date of the change. 1
3. RESPONSIBILITIES OF PROVIDER A. Dental Services: Provider agrees to accept Policyowners as patients without discrimination and to provide Policyowners with all appropriate dental services, including Emergency Care, that are in the scope of his license. Provider agrees to provide accessibility and availability of dental services promptly and in a manner that ensures continuity of care in the same fashion provided to all other patients. B. Dental Practice: Provider agrees that all services and duties performed are consistent with proper practice of dentistry in accordance with the customary rules of ethics and conduct of the American Dental Association and other governing bodies, governmental or otherwise, to which Provider is subject to licensing and control. C. Licensure: Provider agrees to, during the term of this Agreement, maintain a professional license in good standing and to operate in compliance with all laws, regulations, and standards applicable in the state in which Provider practices. Provider shall notify HNA immediately in writing in the event of revocation, suspension, or restriction of Provider s license, of any disciplinary action by a regulatory authority that might lead to revocation, or restriction, or if Provider is not in compliance with any applicable law, regulation, or standard. D. Fee Schedule: General Dentists agrees to not charge copayments or deductibles to the patients provided that applicable waiting periods as set forth in the AFLAC Level 2 Plus fee schedule have been met. Should aforementioned waiting periods NOT have been met, then fees are to be charged as dictated by the AFLAC Level 2 Plus Dental Policy Fee Schedule as the maximum allowable charges for dental services to Policyowners. Provider cannot bill or require the patient to pay for any charges, for eligible services rendered, in excess of the Fee Schedule unless expressly consented to by the policyowner. THIS RULE DOES NOT APPLY TO SPECIALISTS WHO MAY CHARGE AN ADDITIONAL COPAYMENT FOR SERVICES RENDERED THAT ARE NOT FULLY COVERED BY THE AFLAC LEVEL 2 DENTAL INSURANCE PROGRAM. The provider will follow the fee schedule and payment according to the network fees. The provider agrees to a payment of ONE wellness code per 150 days and ONE x-ray code per year from the date of service. The provider will be reimbursed for ONE wellness code of $50.00 and ONE x-ray code of $35.00 according to AFLAC Level 2 fee schedule. ($85.00 reimbursement for initial exam) E. Dental Procedures Not Listed on Fee Schedule: Payment for performed procedures, not listed on the AFLAC Level 2 Dental Policy Fee Schedule, are the responsibility of the patient and will be charged at the Provider s normal UCR rates. F. Reviews: Provider agrees to submit, participate, and co-operate with all peer reviews, quality assurance reviews, and grievance review procedures as may be established by HNA and/or AFLAC, which may be revised from time to time. G. Referrals: Provider agrees to utilize additional HNA Providers including, but not limited to Providers of specialty dental services and other Providers of general dentistry services as are available and appropriate for the effective delivery of dental care. H. Professional Liability Insurance: Provider shall maintain professional liability insurance of at least one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in aggregate. In addition, Provider shall carry any additional insurance necessary to insure Provider and his employees against any claim(s) for damages arising as the result of service(s) rendered by Provider pursuant to this agreement. Provider shall provide evidence of such coverage as part of the application process and on a yearly basis or in the event of cancellation of material changes to the policy. 2
I. Dental Records: Provider agrees to maintain dental records in accordance with applicable federal and state law. HNA shall have the right, with reasonable notice, to inspect, review, and make copies of such records. Provider s obligation to maintain such records survives any termination of this Agreement. J. Patient Confidentiality: Dental records of Policyowners for whom services are performed by Providers shall be subject to all laws and regulations regarding confidentiality of patient records; provided to the extent permitted by such laws and regulations. Provider shall cooperate in sharing dental information including, but not limited to dental records regarding Policyowners. Provider shall make this information available to any proper committee or representative of HNA for the purpose of evaluating dental utilization, quality of care, and other programs designed to carry out the intent and purposes for which HNA was established and is operated for the benefit of AFLAC and Policyowners. K. Proprietary and Confidential Information: HNA considers its material to be proprietary and confidential. Provider acknowledges that all proprietary and confidential information is unique, proprietary, and confidential in nature. Provider will not disclose, directly or indirectly, to any third party, any confidential and proprietary material supplied by HNA. Accordingly, for breach of this agreement, HNA shall have the right to obtain against Provider, a preliminary injunction and permanent injunction, without the posting of any bond or other security, in addition to all other rights and remedies it may have a low or in equity. L. Policyowner Payments: Provider agrees that the AFLAC Level 2 Dental Policy is a payment in full insurance policy and that AFLAC, not the policyowner, is directly responsible for payment for performed services for which the Policyowner is eligible. M. Policyowner Charges: Provider agrees that Policyowner is only responsible for charges for performed procedures not listed on the AFLAC Level 2 Dental Policy Fee Schedule or for performed procedures for which Policyowner is not yet eligible. Provider may offer additional, non-covered services to Policyowner on an optional basis, provided that Policyowner clearly understands that the services are optional, are not covered under the Policy, and shall not be reimbursed by AFLAC. Any additional non-covered services shall be offered in accordance with the AFLAC Level 2 Dental Policy Fee Schedule if applicable, otherwise these services will be offered in accordance with the Provider s normal UCR rate. Should Policyowner decline additional services, Provider must deliver covered dental services in accordance with the AFLAC Level 2 Dental Policy Fee Schedule. SPECIALISTS MAY CHARGE AN ADDITIONAL COPAYMENT FOR SERVICES RENDERED THAT ARE NOT FULLY COVERED BY THE AFLAC LEVEL 2 DENTAL INSURANCE PROGRAM. N. Survivability: Provider agrees that Policyowner charges survive the termination of Agreement for services rendered prior to the termination and shall be construed for the benefit of Policyowner. Provider agrees to complete all courses of treatment in process for all Policyowners in accordance with the AFLAC Level 2 Dental Insurance Policy Fee Schedule regardless of whether the course of treatment extends beyond the termination date of the Provider. O. Coordination of Benefits: The Plan of Benefits may provide for the coordination of benefits with other dental care coverage. Provider agrees to bill or to assist Policyowner in billing for such other coverage according to standard coordination of benefits procedures at no cost to Policyowners. Provider agrees to Claims Administrator s release of dental information as is necessary to accomplish coordination of benefits. P. Transfer of Records: Provider agrees to cooperate in the orderly transfer of Policyowner s records, should Policyowner choose to seek dental services from another Provider. While HNA prefers that the transfer of records from one Provider to another Provider be done at no charge, Provider agrees to transfer dental records for a maximum cost of twenty dollars ($20.00) per Policyowner, the cost of such is to be paid by Policyowner. If Provider chooses to discontinue a 3
relationship with Policyowner, or terminates this Agreement, Policyowner s records shall be transferred to another Provider of the Policyowner s choice at no charge, upon the request of Policyowner. All Policyowner dental records shall be made available in a timely manner. Q. Policyowner Eligibility: Provider has the sole responsibility for determining the eligibility of Policyowner. If, at the time services are rendered, patient is not a Policyowner; Provider has the sole responsibility to obtain all service fees from the patient in accordance with the Provider s normal UCR rates for the service. R. Provider Lists: Provider agrees that HNA may, at its discretion, use Provider s name, address, telephone number, type of practice, and indication of willingness to accept new Policyowners. This listing may be provided in different formats and may be inspected and used by Policyowners and AFLAC, as well as prospective Policyowners and Insurance Companies. S. Hold Harmless: Provider shall indemnify and hold harmless HNA against any and all claims, litigation, judgments, settlements, penalties, and expenses arising out of, or in connection with services provided by Provider under this Agreement to the extent they are not attributable to the negligence or willful misconduct of HNA. 4. RELATIONSHIP OF PARTIES A. Professional Judgment: Provider shall have the sole right and responsibility for exercising his professional judgment on all matter of professional dental practices. B. Provider Rights: Provider s rights hereunder are non-exclusive. Provider is free to perform or provide dental services for non-policyowners and to enter into memberships, networks, or agreements with other organizations formed to provide such services. C. Relationship of Parties: HNA and Provider are independent legal entities. In performing services under this Agreement, Provider acts and performs independently in all respects. Nothing in this Agreement shall be construed to make either party an agent, fiduciary, joint venture, or partner of the other. D. Indemnification: HNA and Provider agrees to indemnify, defend, and hold harmless the other, its directors, officers, employees, agents, parents, affiliates, subsidiaries, successors, and other assigns from and against any and all liabilities, claims, suits, actions, demands, settlements, losses, judgments, costs, damages and expenses (including reasonable attorney s fees) arising out of or resulting from in whole or in part, any acts, errors, or omissions of the other, its employees, agents, or contractors in performing or failing to perform under this Agreement, or any inaccuracy or breach of any representation or warranty of the parties. 5. TERM OF AGREEMENT A. Term of Agreement: This Agreement shall be effective as of the date specified when executed by a duly authorized officer of HNA. The Agreement shall be in effect for one (1) year, and shall be renewed automatically at the end of one (1) year, and each year thereafter for successive one-year terms unless terminated as provided in Section 5.B. B. Termination: This Agreement may be terminated at any time, without cause, after written notice, sent by certified mail, is provided by the other party not less than ninety (90) days prior to the effective date of the termination. This Agreement may be terminated at any time, with cause, after written notice, sent by certified mail, is provided by the other party not less than thirty (30) days prior to the effective date of the termination. This Agreement is terminated immediately if the Provider is censured, has a stipulation placed on his license by a State Board of Dental Examiners, is placed on probation, or has his license to practice dentistry suspended, revoked, or nullified in the state in which this Agreement is in effect, or in the event Provider files for bankruptcy or is convicted of a felony. 4
6. MISCELLANEOUS PROVISIONS A. Assignment: Neither this Agreement nor any rights, privileges, or obligations hereunder, shall be assigned or transferred by Provider, by operation of law or otherwise, without prior written consent of HNA. Any change of ownership interest in Provider shall be deemed an assignment of this Agreement, requiring the prior written consent of HNA. HNA may assign its rights and obligations hereunder. B. Severability: If any provision of this Agreement shall be declared invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the modified or remaining provisions shall remain in full force and effect. C. Amendment: This agreement may be amended in writing by HNA and shall automatically become effective sixty (60) days after written notice to Provider. D. Notice: Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent by certified United States mail, return receipt requested, postage prepaid, to the parties set forth immediately following: Provider: HNA Dr.Vilas Balakrishna General Manager Health Care Networks of America 8929 West Sahara Avenue Las Vegas, NV 89117 E. Interpretation: HNA shall have full charge of the operation and management of this Agreement. HNA maintains discretionary authority to interpret the terms and provisions of this Agreement. Any interpretation or determination made pursuant to such discretionary authority shall be given full force and effect. F. Governing Law: This Agreement shall be governed and construed under the laws in the State of Nevada. G. Waiver: A waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or different provision. H. Headings and Gender: Headings are solely for convenience and shall not be used in interpreting the text of this Agreement. The masculine gender used throughout this Agreement is for convenience and applies to both masculine and feminine genders, as well as business entities, and shall not be used in interpreting the text of this Agreement. I. Entire Agreement: The written terms of this Agreement forms the entire Agreement between the parties, and no other representations of any kind, whether written or oral, shall be binding upon the parties. 5
EXECUTION IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date set forth below. Fax or photocopies of this document will be as binding as the originals. CHECK ONE: Individual Authorized executor on behalf of group practice Or practice management group Provider or Authorized Printed Name Provider or Authorized Signature Tax Identification Number Office name Date: HNA Administrator Printed Name HNA Administrator Signature Date: 6