NEW DIRECTIONS BEHAVIORAL HEALTH, LLC FLORIDA FACILITY AGREEMENT

NEW DIRECTIONS BEHAVIORAL HEALTH, LLC FLORIDA FACILITY AGREEMENT This Florida Facility Agreement (Agreement) is made and entered into by and between New Directions Behavioral Health, LLC, on behalf of itself and its Affiliate Entities (New Directions), and (Facility), as of (Effective Date). WHEREAS, New Directions has contracts with Plans and employers to provide or arrange for mental health, substance abuse, wellness, and other health benefits to Members; WHEREAS, New Directions contracts with health care facilities to render Covered Services to Members; WHEREAS, Facility is a health care facility that provides Covered Services required by Members and wishes to contract with New Directions to provide those Covered Services to Members on the following terms and conditions; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, promises, and undertakings herein and intended to be legally bound hereby, the Parties agree as follows: 1. DEFINITIONS When used in this Agreement, all capitalized terms shall have the following meanings unless otherwise defined by applicable law or Plan: 1.1 Affiliate Entities. Affiliate Entities shall mean any corporation, limited liability company, partnership, or other legal entity directly or indirectly owned or controlled by, or which owns or controls, or which is under common ownership with, New Directions, or any entity designated by Payor. 1.2 Business Day. Business Day means in the calculation of a period, Saturdays, Sundays, and Federal holidays will be excluded. 1.3 Census-Taking Hour. Census-Taking Hour means the hour fixed by Facility for counting the patients for whom it is providing inpatient care. Unless otherwise agreed upon between the Parties, the Census-Taking Hour shall be 12:00 am (midnight). 1.4 Clean Claim. Clean Claim means a claim that has no defect or impropriety, including any lack of required substantiating documentation, or particular circumstances requiring special treatment that prevents timely payment from being made on the claim, which has been submitted on the appropriate form within the timeframe as set forth by the applicable Plan. 1.5 Coinsurance, Copayment, Deductible. Coinsurance, Copayment, and Deductible mean a fixed dollar amount or percentage portion of the cost of Covered Services which is to be paid by Members. 1.6 Covered Services. Covered Services means those Medically Necessary services and supplies which are within Facility s professional license or certification and scope of practice and competency and which a Member is entitled to receive payment for under the terms and conditions of the Member s Plan. 1

1.7 Day of Facility Service. Day of Facility Services is the unit of measure denoting Facility Covered Services provided to a Member between the Census-Taking Hour on two consecutive days. 1.8 Emergency Medical Condition. Emergency Medical Condition means the sudden and, at the time, unexpected onset of a health condition that manifests itself by acute symptoms of sufficient severity, including severe pain, psychiatric disturbances, and symptoms of substance abuse, that would lead a prudent lay person, possessing an average knowledge of health and medicine, to believe immediate medical care is required, which may include, but shall not be limited to: (a) placing the health of the Member, or with respect to a pregnant Member, the health of the pregnant Member or her unborn child, in serious jeopardy; (b) serious impairment to a bodily function; (c) serious dysfunction of any bodily organ or part; (d) inadequately controlled pain; or (e) with respect to a pregnant Member having contractions that (i) there is inadequate time to effect a safe transfer to another hospital before delivery, or (ii) a transfer may pose a threat to the health or safety of the pregnant Member or her unborn child. 1.9 Emergency Services. Emergency Services shall mean health care items and services furnished or required to screen and stabilize an Emergency Medical Condition which may include, but shall not be limited to, health care services that are provided in a licensed hospital s emergency facility by an appropriate health care Facility. 1.10 Medically Necessary or Medical Necessity. Medically Necessary or Medical Necessity means services and supplies based upon generally accepted medical practices in light of the condition at the time of treatment which are: (i) appropriate and consistent with the diagnosis and the omission of which could adversely affect or fail to improve the Member s condition; (ii) provided in a safe and appropriate setting given the nature of the diagnosis and the severity of the symptoms; and (iii) not provided solely for the convenience of the Member or Facility. 1.11 Member. Member means any person covered under a Plan. 1.12 New Directions Website. The Website for New Directions is www.ndbh.com. 1.13 Network Facility. Network Facility means a facility that has been credentialed by New Directions and has entered into an agreement with New Directions, or with another entity that has an agreement with New Directions, to provide Covered Services to Members. 1.14 Network Provider. Network Provider means an individual health care provider who has been credentialed by New Directions and has entered into an agreement with New Directions, or with another entity that has an agreement with New Directions, to provide Covered Services to Members. 1.15 Payor. Payor means New Directions, employers, insurers, third party administrators, or other entities which have agreed to be responsible for funding 2

benefit payments for Covered Services provided to Members under the terms of a Plan. 1.16 Plan. Plan means any health benefit product or plan issued, administered, or serviced by New Directions or one of its Affiliate Entities. 1.17 Provider Network. Provider Network is those Providers who have been credentialed by New Directions to provide Covered Services to Members in designated Plans. 1.18 Reimbursement Schedule. Reimbursement Schedule means the amount paid to a Facility under the terms of this Agreement and which amount Facility agrees to accept as full and final payment for Covered Services provided to Members, in conjunction with Copayments, Coinsurance, and Deductibles and/or amounts due for non-covered Services. Reimbursement Schedule may be adjusted from time to time as set forth in this Agreement. 2. PROVISION OF SERVICES 2.1 Identification and Eligibility Verification. Eligibility information regarding all Members is available through the New Directions website or by calling the number for behavioral health services on the Member s Plan identification Document. Members shall be provided with a document identifying the Member, the Plan, and how Facility can seek authorization for payment of Covered Services (Identification Document). Facility shall use all reasonable efforts to verify the eligibility and identity of Members including checking Identification Documents, Member listings, or contacting New Directions. 2.2 Plan Terms. New Directions shall make available to Facility Plan terms through its Website or by contacting New Directions. Facility shall be responsible for consulting the applicable Plan terms for Members to determine what are Covered Services and other requirements that must be met for those Plan Members, including when preauthorization or prenotification is required. 2.3 Authorization. Except in the case of an Emergency Medical Condition, prior to providing services to a Member, Facility will comply with any preauthorization or prenotification procedures of the Plan or New Directions to verify that such person is a Member, that the services to be provided constitute Covered Services, and that payment for the Covered Services is authorized. Members shall be held harmless if Facility fails to obtain required authorizations. 2.4 Emergency Services. In the case of an Emergency Medical Condition of a Member, Facility shall provide Emergency Services in accordance with applicable law, and shall notify Payor within 24 hours after the provision of Emergency Services or as required by the applicable law or Plan. 2.5 Provision of Covered Services. Facility shall furnish to Member those Covered Services set forth in the applicable Plan. It is understood and agreed that Payor shall have the final authority to determine whether any services provided by Facility were Covered Services and to adjust or deny payment for services 3

rendered by Facility to Members in accordance with the results of such determinations. 2.6 Qualifications of Facility Employees and Independent Contractors. Facility shall require and appropriately credential or validate that its employees and independent contractors who provide Covered Services to Members maintain all licenses and/or certifications required by State or Federal law and will submit evidence of such licenses and/or certifications upon request by New Directions. 2.7 Nondiscrimination. Facility agrees to accept Members from any Plan who need Covered Services. Covered Services shall be delivered in a prompt manner, consistent with medical and ethical standards. Facility shall not differentiate or discriminate in the treatment of Members or in the quantity or quality of Covered Services provided to Members on the basis of age, sex, race, color, religion, national origin, ancestry, disability, Vietnam-era veteran s status, that the Member is a Medicare Member or Medicaid Member, or on the basis of any other applicable State or Federal law. Facility agrees to provide understandable and respectful care that is culturally sensitive to the Member. 2.8 Treatment. Facility understands that the ultimate responsibility for the rendering of Covered Services to Members is that of Facility. Nothing contained in this Agreement shall impinge upon the independent clinical judgment of Facility. 2.9 Advising or Advocating for Members. Nothing in this Agreement is intended to prohibit or restrict Facility from advising or advocating for a Member in any respect, including, but not limited to: (a) For the Member s health status, medical care, or treatment options, including any alternative treatment that may be self-administered; (b) For any information the Member needs to decide among all relevant treatment options; (c) For the risks, benefits, and consequences of treatment or non-treatment; and (d) For the Member s right to participate in personal health care decisions, including the right to refuse treatment and to express preferences about future treatment decisions. 2.10 Determining Medical Necessity. In the event New Directions determines that a service is not Medically Necessary, Facility may appeal the determination in accordance with New Directions grievance policy and applicable law. 3. REPRESENTATIONS 3.1 Qualifications. Facility shall maintain throughout the term of this Agreement all appropriate licenses and/or certifications mandated by governmental regulatory agencies required for Facility to provide Covered Services to Members. 3.2 Credentialing. Facility agrees to cooperate with a periodic re-evaluation of its credentials conducted by New Directions with the understanding that approval of reappointment to its Network is necessary for this Agreement to be effective. 4

4. PAYOR AND FACILITY OBLIGATIONS 4.1 Explanation of Plan Benefits and Other Information. New Directions shall have available on its website or by contacting New Directions an explanation of benefits for each Plan, utilization standards, administrative requirements, and other related information. 4.2 Collection of Coinsurance, Copayments, and Deductibles. Facility shall be responsible for collecting from Members all applicable Coinsurance, Copayments, and Deductibles, and may collect such sums from Members at the time of service. Facility shall not waive any Coinsurance, Copayment, or Deductible, or any payment due to Facility which is a Member s responsibility without prior written approval of New Directions. Facility shall refund to the Member any funds overpaid or paid in error within 30 calendar days or as required by applicable law or Plan terms. 4.3 Billing of Members. Facility agrees that in no event, including, but not limited to, nonpayment by Payor, insolvency of Payor, or breach of this Agreement by New Directions, shall Facility bill, charge, collect, seek compensation or reimbursement from, or have any recourse against a Member for Covered Services rendered under this Agreement. Facility is not prohibited from collecting fees for non- Covered Services delivered on a fee-for-service basis to Members. This Agreement shall not prohibit a Facility and Member from agreeing to continue services solely at the Member s expense provided the Facility has clearly informed the Member that Payor will not cover such services. Except as provided herein, this Agreement doesn t prohibit Facility from pursuing any legal remedy including, but not limited to, collecting from any Payor providing coverage to a Member. Facility further agrees that this Section 4.3: (a) shall survive termination of this Agreement; (b) shall be construed to be for the benefit of the Member; and (c) supersedes any oral or written contrary agreement now existing or hereafter entered into between Facility and a Member or person acting on Member s behalf. 4.4 Coordination of Benefits. Payor and Facility shall cooperate and exchange information regarding alternative health coverage of Members and other information relative to coordination of benefits. Facility shall promptly notify Payor of any known potential or actual duplicate coverage circumstances. 4.5 Days of Facility Service. When computing the number of Days of Facility Service for which payment shall be made, the day of admission shall be counted but not the day of discharge. Facility agrees that no charge shall be made for part of a Day of Facility Service, other than the day of admission. 4.6 Claims Submission. Facility shall submit claims to the applicable Payor for Covered Services provided to Members. Claims shall be submitted within the time frame designated by the applicable Plan and to the address for the applicable 5

Payor as set forth on the New Directions Website or this information may be obtained by contacting New Directions. Claims shall be submitted on the forms required by Payor with Facility s tax identification number, NPI, the assigned Plan number (if applicable), and all other required information by means of the electronic data interchange (EDI) or as otherwise acceptable to Payor. Payor may reduce or deny payment of claims which are not submitted in accordance with the applicable Plan and Payor requirements, or which are not billed or coded in accordance with generally accepted industry standards for billing and coding practices. 4.7 Request for Information. Payor shall advise Facility of all objections to or deficiencies in any submitted claim within the time frame required by applicable law or Plan terms, after Payor s receipt of such claim. 4.8 Payment. Facility shall be paid by Payor for Covered Services that are Medically Necessary and correctly submitted as Clean Claims, as set forth in Section 4.6, in accordance with the applicable Reimbursement Schedule attached hereto and incorporated herein by reference, or Facility s billed charges, whichever is lower, and Facility agrees to accept such compensation as payment in full. Payor shall make payments to Facility within such time period as may be required by applicable law or Plan terms. Except for applicable Copayments, Coinsurance, and Deductibles, Facility shall look only to Payor for compensation for Covered Services provided to Members. 4.9 Late Payment Interest. If Payor fails to make payment on a Clean Claim that has been correctly submitted within the time period specified in Section 4.6, or as otherwise required by applicable law, Payor shall be obligated to pay interest as required by applicable law. 4.10 Overpayment and Underpayment. Overpayments and underpayments shall be reported and processed in accordance with laws, as applicable, and New Directions and Payor s policies and procedures. 4.11 Interim Facility Billing Statements to Members. Facility may send itemized statements to Members prior to completion of final claim adjudication or benefit payment. However, billing statements shall clearly and prominently state: (a) that a claim for benefits has been or shall be filed with the payor; and (b) that Member, at the time of receipt of the billing statement, is only responsible for amounts which are Member s financial responsibility, such as Deductibles, Copayments, or Coinsurance. Billing statements may also state that following receipt of benefit payments to Facility, Members may be billed for any additional amounts owed by Member. 5. COMPLIANCE WITH LAWS, POLICIES AND PROVIDER AND FACILITY MANUAL 5.1 Agreement to Comply. Facility agrees to abide by and comply with all applicable State and Federal laws, New Directions policies, and with the procedures as set 6

forth in the New Directions Provider and Facility Manual; however, if any policy or any procedure is inconsistent with any provision in this Agreement, the applicable provision in this Agreement shall prevail. New Directions represents and warrants that the New Directions Provider and Facility Manual will be timely updated with any changes. New Directions will make available to Facility through its Website policies it deems pertinent to Facility or hard copies upon Facility s request. 5.2 Quality Improvement Program and Utilization Management Program. Facility agrees to participate as requested and comply with the New Directions Quality Improvement Program (QIP) and Utilization Management Program (UMP) to promote quality of care and appropriate and efficient use of resources. (a) Facility agrees to cooperate with New Directions in monitoring Facility s practice patterns and quality of care. (b) Facility agrees to allow New Directions access to Facility to monitor and assess the effectiveness and quality of its programs. New Directions agrees to coordinate any on-site reviews with the designated liaison for Facility. 5.3 Notices and Reporting. Facility agrees to notify New Directions within 72 hours in writing of any of the following: (a) Change in ownership, business address, phone number, fax number, or email address; (b) Change in licensure or accreditation status; (c) Change related to professional liability insurance coverage; (d) Sanctions related to Medicare or Medicaid or other State or Federal health care program; (e) Adverse determination by a professional review body or third-party payor reimbursement program concerning quality of care; (f) Commencement of a formal investigation or the filing of charges by a State Attorney General, Department of Health and Human Services, or Department of Justice, or any felony or misdemeanor charge filed by a health regulatory agency; or (g) Any other changes in practice, credentials, or circumstances that may affect care of Members by Facility. 5.4 Confidential and Proprietary Information. New Directions and Facility each acknowledge that during the performance of this Agreement each may obtain or become aware of confidential and proprietary information of the other Party including, but not limited to: Payors and Plans; Reimbursement Schedules; patient/member lists; employer lists; product-related information and structure; utilization review procedures; quality improvement processes; documents concerning a Party s systems and operations; clinical practice guidelines; report formats; customer databases; and other information not in the public domain (Proprietary Information). Proprietary Information shall not include information which is required by law or a government agency to be disclosed. 7

Both Parties agree to maintain the confidentiality of the other Party s Proprietary Information, and further agree that such Proprietary Information will not be disclosed to any direct competitor of the other Party, or to any other third party, other than to fulfill the terms of this Agreement, without the written consent of the other Party, except as may be required by law. Each Party agrees that upon termination of this Agreement, it will return to the other Party all of such other Party s Proprietary Information, or upon such other s request will destroy Proprietary Information and provide to that Party satisfactory proof of destruction. Each Party agrees that, immediately upon its receipt of any subpoena or court order for production or disclosure of the other Party s Proprietary Information, it shall notify the other Party and reasonably cooperate in obtaining any protective order or other appropriate remedy sought by the other Party. 6. INSURANCE AND INDEMNIFICATION 6. 1 Facility s Insurance. During the entire term and any renewal term of this Agreement, Facility shall maintain professional liability insurance at least at the minimum levels required by New Directions. In the event that coverage is of a claims-made variety, Facility shall continue to maintain policies of insurance in effect for a period of 3 years beyond the term or any renewal term of this Agreement to cover claims that occur during the effectiveness of this Agreement. Facility shall either provide or require its employees and independent contractors to maintain professional liability insurance at least at the minimum levels required by New Directions. 6.2 Defense Cooperation. Each Party may from time to time be faced with certain legal issues, actions, or claims arising from or related to its services under this Agreement. Each Party recognizes the value in cooperating with the other in good faith when such issues, actions, or claims arise, to the extent such cooperation doesn t violate any applicable laws, result in a breach of any insurance policy, or result in a breach of any confidentiality or privilege. Each Party agrees to notify the other Party within 20 calendar days of receipt of any lawsuits, claims, regulatory actions, or notices of intent to file a lawsuit based on the services provided under this Agreement. Each Party shall cooperate in good faith, using their best efforts, to address issues in a manner that encourages full cooperation between the Parties. 7. INSPECTION OF RECORDS AND DATA ACCESS 7.1 Access to Information. Facility shall grant to New Directions, on behalf of New Directions and its Affiliate Entities, access to all data and information obtained, 8

created, or collected by Facility related to Members including, but not limited to, records, books, and papers relating to professional and ancillary care provided to Members and financial, accounting, and administrative records, books and papers (Information), to the extent permitted by and otherwise consistent with applicable laws. New Directions shall have reasonable unlimited free access to Information in electronic or other form, and shall not be required to pay any access, transaction, or other fees to obtain such Information for claims adjudication, quality improvement activities, utilization management, professional review activities, fraud and abuse investigations, and other similar healthcare operations of New Directions. Information shall be provided within the time frame required by New Directions, which shall be reasonable based on the purpose and volume of the request. 7.2 Audits, Evaluations, and Inspections. Facility shall cooperate and comply with any audits, evaluations, and inspections conducted by a Plan, the U.S. Department of Health and Human Services, the Centers for Medicare and Medicaid Services, a State Department of Insurance, the Comptroller General, and all governmental and accrediting agencies to which a Plan is subject. Such cooperation shall include without limitation providing access to any books, contracts, financial records, protected health information, and other records of Facility that pertain to: (a) The services performed under this Agreement; (b) Reconciliation and coordination of benefit liabilities; (c) Determination of amounts payable; (d) Medical audit or review; (e) Utilization management and quality improvement; (f) Financial transactions associated with this Agreement; (g) Overpayment assessments; and (h) Other relevant matters as such person conducting the audit, evaluation, or inspection deems necessary. 7.3 Confidentiality of Protected Health Information. Facility shall prepare, maintain, use, and disclose protected health information and other administrative records with respect to Members in accordance with all applicable laws. Such records shall be and remain the property of Facility, and shall be retained as required by applicable law. 7.4 Survival. The Parties agree that this Section 7 shall survive the termination of this Agreement. 8. TERM AND TERMINATION 8.1 Initial Term and Renewal. Unless terminated sooner pursuant to this Section 8, the initial term of this Agreement shall be one year, commencing on the Effective 9

Date (Initial Term), and this Agreement shall automatically renew for additional one-year terms upon expiration of the Initial Term. 8.2 Termination Without Cause. Either Party shall have the right to terminate this Agreement without cause at any time upon 90 days advance written notice to the other Party. If Facility fails or refuses to accept an adjusted Payment Rate as set forth in Exhibit I, New Directions shall have the right to terminate this Agreement upon 30 days advance written notice to Facility. 8.3 Termination For Breach. This Agreement may terminate immediately upon the occurrence of any of the following events: (a) either Party notifies the other Party of a material breach of the terms of this Agreement, provided that the allegedly breaching Party shall have 30 days after written notice of such breach to cure the breach; (b) upon the loss of the minimum professional liability insurance coverage for Facility; (c) Facility s suspension from participation in the Medicare or Medicaid program or other government healthcare program; (d) Facility is terminated from, resigns from, fails to timely submit an application or materials for reappointment, or fails to be reappointed to the New Directions Network; (e) Facility s license to operate is suspended, limited, withdrawn, expired, non-renewed, or revoked; (f) change in Facility s accreditation status; or (g) either Party becomes insolvent, or is adjudicated as bankrupt, or its business comes into possession or control of a trustee in bankruptcy, or a receiver is appointed for it, or it makes a general assignment for the benefit of creditors. 8.4 Obligations Following Termination. In the event of termination of this Agreement, within 15 Business Days of the date of notice of termination, Facility shall supply New Directions with a list of Members currently in treatment with Facility. Facility shall continue providing Covered Services to Members then receiving treatment from Facility in accordance with applicable State law or Plan terms, or until the earliest of: (a) the expiration of such Member s benefits under the Plan; (b) the expiration of a 90-day phase-out period (Phase-Out Period) commencing upon the date of notice of termination of this Agreement; (c) the discharge of such Member by Facility; or (d) the transfer of Member to another Network Facility. If a Member can t be transferred to another Network Facility before the expiration of the Phase-Out Period without having a potential negative effect on Member s condition, then Facility shall continue to provide Covered Services to Member until discharge or a safe transfer is made. Until discharge or transfer of such Member, Facility shall be compensated as specified in Section 4.8 of this Agreement. 9. RELATIONSHIP OF THE PARTIES 9.1 Independent Contractor Status. Facility is an independent contractor of New Directions. Facility and Facility s employees and agents shall in no way be considered agents or representatives of New Directions for any purpose, nor shall Facility or Facility s employees or agents hold themselves out as agents or representatives of New Directions. 10

9.2 Use of Name and Trademarks. The Parties each reserve the right to and control of the use of their name, symbols, trademarks, and service marks presently existing or later established. Except as provided herein, neither Party shall use the other Party s name, symbols, trademarks, or service marks in advertising or promotional materials or otherwise without the prior written consent of that Party. Facility agrees that the use of Facility s name, identifying numbers and information, and descriptive material about the Facility may be used in directories, on the New Directions Website, and in other materials and marketing literature of New Directions. 9.3 Designation of Liaison. Facility agrees to designate one person to serve as a Liaison to New Directions. Such person shall serve as the contact between Facility and New Directions, and shall have the authority to represent Facility in any decisions that may be required hereunder 10. DISPUTES AND DISPUTE RESOLUTION PROCEDURES 10.1 Interim Dispute Process. Upon written notice received from a Party alleging a dispute as to any duty or obligation pursuant to this Agreement, or applicable State or Federal law, the recipient Party, within five business days of receipt of the notice, shall meet or arrange a meeting with the other Party. In the event the Parties can t resolve the dispute at the initial meeting, additional meetings may be scheduled, or the Party providing notice of the dispute may elect to use binding arbitration. 10.2 Binding Arbitration. The Parties shall abide by the following procedures for the arbitration process: (a) The Party invoking the arbitration process shall send written notice to the other Party setting forth the basis of the dispute and the Party s desire to arbitrate. Arbitration shall be in accordance with the rules and procedures of the American Health Lawyers Association Alternative Dispute Resolution Services or another nationally recognized arbitration association acceptable to the Parties. (b) Arbitration shall be conducted in a mutually agreed upon location and before a single arbitrator agreed upon by the Parties, or if no agreement, by a panel of three arbitrators. Each Party shall select one arbitrator and the third arbitrator shall be selected by those two arbitrators. (c) The arbitrator may not award consequential, special, punitive, or exemplary damages. The arbitrator may award costs, including reasonable attorneys fees, against a Party. If the decision of the arbitrator doesn t include such award, the Parties shall equally share the costs of the arbitration. (d) This Section 10.2 doesn t limit the ability of either Party to such temporary or preliminary injunctive relief against the other Party in a court of competent jurisdiction. 11

(e) The decision of the arbitrator shall be final and binding on the parties and enforceable under the laws of the State of Florida. 10.3 Survival. The Parties agree that this Section 10 shall survive the termination of this Agreement. 11. MISCELLANEOUS 11.1 Amendments. New Directions may amend this Agreement by giving Facility prior written notice setting forth the terms of the proposed Amendment. Facility shall have 30 calendar days from the date of notice of the Amendment to accept or reject the Amendment. If the Amendment is not rejected in writing, it will be deemed to be effective on the 30 th calendar day from the date of notice. 11.2 Waiver. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach thereof. 11.3 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Florida, without regard to its choice-of-law provisions such that Florida law shall apply and govern in all respects as to all issues and disputes. 11.4 Severability. Any determination that any provision of this Agreement or any application thereof is invalid, illegal, or unenforceable shall not affect the validity, legality, and enforceability of any other provision of this Agreement. 11.5 Assignment. This Agreement, being intended to secure the services of and be personal to Facility, shall not be assigned or transferred by Facility without the prior written consent of New Directions. Nothing herein shall prohibit assignment of this Agreement by New Directions, nor the delegation of any administrative obligations hereunder to another entity. 11.6 Non-Exclusivity. This Agreement is not exclusive, and nothing herein shall preclude either Party from contracting with any other person or entity. New Directions makes no guarantee or representation as to the number of Members who may select or be assigned to Facility. 11.7 Notices. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be effective only if given in writing and sent by delivery service with proof of receipt or by certified mail return receipt requested. Notices shall be sent to the following addresses: To New Directions: New Directions Behavioral Health, LLC PO Box 6729 Leawood, KS 66206 Attention: Director, Network Operations To Facility: 12

11.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and sole agreement between the Parties regarding the subject hereof, and supersedes any and all prior or contemporaneous oral or written communications or proposals not expressly included herein. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. INTENDING TO BE LEGALLY BOUND, the undersigned Parties have executed this Agreement. New Directions Behavioral Health, LLC By: Printed Name: Title: Facility By: Printed Name: Date: Date: 13

FLORIDA FACILITY AGREEMENT EXHIBIT 2 BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. AND HEALTH OPTIONS, INC. The following terms and conditions shall apply in addition to those set forth in this Florida Facility Agreement if Facility provides Covered Services to Members in the Blue Cross and Blue Shield of Florida, Inc. and/or Health Options, Inc. health plans (includes all products). To the extent that the terms and conditions of this Exhibit 2 conflict with the terms and conditions set forth in the Florida Facility Agreement, the terms and conditions of this Exhibit 2 shall govern: 1. FACILITY S EMPLOYEES 1.1 Facility shall not allow any employee who is on the Inspector General of the Department of Health and Human Services (OIG) list of excluded individuals/entities (LEIE), or the U.S. General Services Administration (GSA) list of individuals and entities list system (EPLS) to be involved in providing Covered Services, directly or indirectly, to Members in the Blue Cross and Blue Shield of Florida, Inc. health plan (BCBSF) or Members in the Health Options, Inc. health plan (HOI). 1.2 Facility shall verify that all of Facility s employees who directly or indirectly provide Covered Services to BCBSF or HOI. (a) Are competent to do so; (b) Possess any and all licenses, permits, certifications, and such other regulatory approvals required by law to perform such Covered Services; (c) Perform only those Covered Services that they are legally authorized and permitted to perform; and (d) Perform their duties in providing Covered Services in accordance with all laws, applicable national, state, and county standards of professional ethics and practice, and any applicable accreditation or regulatory requirements. 1.3 Facility is encouraged to provide staff who are proficient in English and Spanish. 2. REPRESENTATIONS OF FACILITY 2.1 Facility shall provide Covered Services to BCBSF and HOI Members to the same extent and in the same manner that Facility treats other patients. 2.2 Facility shall provide Covered Services to BCBSF and HOI Members in accordance with accepted professional and ethical standards of patients. 2.3 Facility shall provided Covered Services with the informed consent of BCBSF and HOI Members. 2.4 Covered Services shall only be provided by qualified health personnel. 14

2.5 Facility agrees to cooperate with any grievance and appeal resolution process for BCBSF and HOI Members, and to comply with all final determinations as applicable. 2.6 Facility acknowledges that BCBSF and HOI Members have the following rights: (a) To be treated with respect and recognition of their dignity and need for privacy; and (b) To voice complaints or appeals about New Directions, Facility, or the care provided. 2.7 Facility understands and agrees that all marketing materials used to market to BCBSF and HOI Members must be submitted to New Directions for review and approval prior to distribution. 2.8 Facility shall make best efforts to participate in, implement, and fully utilize electronic technology which is compatible with BCBSF and HOI claims processing and eligibility systems. 2.9. Facility shall make best efforts to be prepared to implement and transition to ICD-10 in the required timeframes set by laws. 2.10 Facility shall provide, properly service and maintain, in good working order and otherwise appropriate, facilities, equipment, goods, and supplies to provide Covered Services to BCBSF and HOI Members. 2.11 Facility shall indemnify and hold harmless BCBSF and HOI from and against any claim, cause of action, liability, damage, cost or expense, including attorneys fees and court or proceeding costs, arising out of or in connection with the following when it involves or pertains to a BCBSF or HOI Member: (a) Any act or omission by Facility, or by any officer, director, employee, agent, subcontractor, or representative of Facility; (b) Any Covered Service furnished by Facility; and (c) Any use or disclosure of information collected from or about BCBSF and HOI Members. 3. AUDITS, EVALUATIONS, AND INSPECTIONS 3.1 Section 7.2 of this Florida Facility Agreement is expanded by including Florida Agency for Health Care Administration (AHCA), Florida Comptroller General, Federal Employees Program Director s Office (FEPDO), and Office of Personnel Management (OPM) as entities with which Facility shall cooperate and comply. 3.2 Facility agrees to make available during normal business hours Facility s premises, physical facilities, equipment, records relating to BCBSF and HOI Members, and any additional relevant information required in conjunction with any audit, evaluation, or inspection. 3.3 Facility agrees to provide any requested financial statements or other financial information as requested by the Florida Office of Insurance (OIR) or AHCA, or by New Directions when requested by the OIR or AHCA. 15

4. COMPLIANCE PROGRAM 4.1 Facility shall report any compliance violations, including any suspected or confirmed fraud or abuse, related to BCBSF and HOI Members to New Directions within ten (10) business days of discovering such violation. 4.2 Facility shall cooperate in any investigation related to suspected or confirmed misconduct, compliance violation, fraud, or abuse directly or indirectly related to the provision of Covered Services to BCBSF and HOI Members. 4.3 Facility agrees to not retaliate against any individual who reports, in good faith, violations of Facility s compliance program or policies, including suspected fraud or abuse. 5. ADVERSE INCIDENTS 5.1 Facility shall report to New Directions within 72 hours after discovery of any adverse incident causing injury to a BCBSF or HOI Member. 5.2 Facility shall cooperate in any audits or investigations of any aspect of the arrangement or delivery of Covered Services to a BCBSF or HOI Member that involves any adverse incident. 6. DATA AND INFORMATION 6.1 In addition to the information referenced in Section 9.2 of this Florida Facility Agreement, Facility agrees to provide to and allow New Directions and BCBSF and HOI to use and to release data and information pertaining to Facility reasonably deemed to be relevant and important for their purpose including, without limitation: (a) Information and data submitted or collected in conjunction with participation in the Facility Network; (b) Survey data; (c) Utilization information; (d) Quality of care measures and initiatives; (e) Service volumes; (f) Credentialing information; (g) Outcome measures; (h) BCBSF and HOI Member satisfaction results; (i) Accessibility and overall satisfaction with encounter experiences; (j) Cost data; and (k) Such other health care related data generated or collected in connection with providing Covered Services to BCBSF and HOI Members (Health Care Data). 6.2 Facility agrees that Health Care Data may be used and released as permitted by law for any purpose including, without limitation, allowing BCBSF and HOI 16

Members, employer groups, and others to relatively compare the cost and level of quality of care. 6.3 Facility shall notify New Directions immediately if any Health Care Data used or released is materially inaccurate. 7. PROVISION OF SERVICES 7.1 In addition to those requirements set forth in Section 2 of this Florida Facility Agreement, Facility agrees to provide Covered Services to BCBSF and HOI Members in the most cost-efficient setting, consistent with sound clinical judgment and including, without limitation, the following: (a) Using standards and rules of ethics and conduct and other guidelines promulgated and issued by the organizations applicable to Facility and the licensing entity and regulatory authority to which Facility is subject to for licensing and control; (b) Identifying BCBSF and HOI Members with complex or serious medical and/or behavioral health conditions for potential eligibility for case management or disease management; (c) Participating in access surveys; (d) Displaying, if requested, in a visible and prominent place any reasonable card, plaque, or similar identifying logo to identify Facility to BCBSF and HOI Members; and (e) Complying fully with New Directions policies, procedures, and programs including, without limitation: (i) Peer review; (ii) Case management; (iii) Treatment plans and documentation requirements, including for complex and serious conditions, targeted conditions, and chronic conditions; (iv) Facility performance evaluation; (v) Demographic information collection; (vi) Disease management; (vii) Wellness; (viii) Care coordination; (ix) Medical coverage guidelines; (x) Discharge planning; (xi) Credentialing and recredentialing; (xii) Medical management; (xiii) On-site reviews; and (xiv) Advance directives. 7.2 Except in the case of an emergency medical condition or when approved by New Directions, Facility shall not refer a BCBSF or HOI Member to a non- Network Facility, except as necessary or permitted under a Member s benefits 17

agreement or as necessary for the emergency medical condition or medical condition or care. 7.3 If Facility s performance of Covered Services to BCBSF or HOI Members results in an issue of non-compliance with State or regulatory agencies, Facility shall be financially responsible for such non-compliance. 7.4 Facility shall abide by all applicable laws when treating BCBSF and HOI Members with disabilities including, without limitation, providing effective communications regarding treatment options. 7.5 Prior to the provision of the health care services that are not Covered Services (non-covered Services), Facility shall inform the BCBSF or HOI Member and obtain the Member s written acknowledgement that the Facility has informed the Member: (a) Of the nature of the non-covered Services; (b) An explanation of why the non-covered Services shall not be covered; and (c) That the BCBSF or HOI Member shall be personally and financially liable for payment of such non-covered Services, which can be billed to the Member at the Facility s usual and customary charge. 7.6 Upon termination of this Florida Facility Agreement, Facility shall not bill or otherwise seek compensation from Payor under the terms of this Florida Facility Agreement for the provision of Covered Services to BCBSF or HOI Members that occur after termination of this Florida Facility Agreement, except as specified in Section 9, including billing under another Network Facility s name or billing identification number. 8. NOTICES AND REPORTING 8.1 Section 5.3 of this Florida Facility Agreement is hereby modified by these notice requirements: (a) Within one (1) business day Facility shall notify New Directions if: (i) Facility s license is limited, restricted, revoked, or otherwise terminated; (ii) Any action is taken by the State of Florida or any other regulatory body that would materially impair the ability of Facility to provide or arrange for Covered Services to BCBSF or HOI Members; (iii) Facility is materially sanctioned by a government entity; or (iv) Facility s eligibility to participate in Medicare or Medicaid is suspended, limited, restricted, or otherwise terminated; and (b) Within five (5) business days Facility shall notify New Directions if: 18

(i) Facility is required to pay damages in any professional liability action by way of settlement or judgment related to Covered Services provided to a BCBSF or HOI Member; or (ii) Facility receives a notice of intent to file or actual filing of any professional liability action against Facility, or against an entity in which Facility has an ownership interest other than a publicly traded company, that involves a BCBSF or HOI Member and Covered Services provided by Facility. 8.2 Facility shall notify New Directions when Facility begins or ceases to accept new BCBSF or HOI Members. 9. CONTINUATION OF CARE 9.1 Upon termination of this Florida Facility Agreement, in addition to the obligations set forth in Section 8.4 of the Facility Agreement, Facility agrees to cooperate with New Directions and BCBSF and HOI by taking reasonably and clinically appropriate measures for the timely transition of BCBSF and HOI Members, including providing any information and taking actions as reasonably requested to effectuate an orderly and systematic transition of BCBSF and HOI Members. 9.2 The provisions of Section 8.4 of this Florida Facility Agreement and Section 9 of this Exhibit 2 shall survive the termination of the Florida Facility Agreement for ninety (90) calendar days. 19

FACILITY AGREEMENT EXHIBIT 3 MEDICARE REQUIREMENTS The Parties acknowledge that the Centers for Medicare & Medicaid Services (CMS) requires that Medicare Advantage Organizations, such as Blue Cross and Blue Shield of Florida, Inc. (BCBSF), and Health Options, Inc. (HOI), and the persons and entities with which they contract comply with certain requirements and include certain provisions in contracts relating to the provision of Covered Services under the Medicare Advantage Programs. This Exhibit 3 applies to Covered Services provided to Members enrolled in Medicare Advantage Plans. Therefore, in the event that Facility renders Covered Services to Medicare Members, Facility agrees to the following terms and conditions in addition to those set forth in this Facility Agreement, including other applicable Exhibits, and with the terms and conditions of this Exhibit 3 governing if there is a conflict: 1. DEFINITIONS 1.1 "Downstream Entity" has the same definition as in 42 C.F.R. 422.2 and 423.4 which at the time of execution of this Facility Agreement and this Exhibit 3 means any party that enters into a written arrangement with persons or entities involved with the Medicare Advantage Program below the level of the arrangement between a Medicare Advantage Organization and a First-tier Entity, such as New Directions. 1.2. "First-tier Entity" has the same definition as in 42 C.F.R. 422.2 and 423.4 which at the time of execution of this Facility Agreement and this Exhibit 3 means any party, such as New Directions, that enters into a written arrangement with a Medicare Advantage Organization to provide administrative and/or health care services, including Covered Services, to a Medicare Member. 1.3 "Related Entity" has the same definition as in 42 C.F.R. 422.2 and 423.4 which at the time of execution of this Facility Agreement and this Exhibit 3 means any entity that is related to a Medicare Advantage Organization by common ownership or control and: (a) Performs some of a Medicare Advantage Organization s management functions under contracts or delegation; (b) Furnishes services to Medicare Members under an oral or written agreement; or (c) Leases real or property or sells materials to a Medicare Advantage Organization at a cost of more than $2,500 during a contract period. 2. OVERSIGHT AND ACCOUNTABILITY 2.1 The Parties acknowledge and agree that the applicable Medicare Advantage Organization and/or New Directions shall oversee and ultimately remain responsible and accountable to CMS for those functions and responsibilities required of the Medicare Advantage Organization pursuant to all laws. 3. CONFIDENTIALITY AND ACCURACY OF MEDICARE MEMBER PROTECTED HEALTH INFORMATION 3.1 Facility agrees to abide by all laws and New Directions policies and procedures regarding privacy, confidentiality, accuracy, use and disclosure of, and access to Medicare Members' medical records (protected health information) and other health 20

and enrollment information including, without limitation, 42 C.F.R. 422.118 and 423.136 and the HIPAA Privacy and Security Rules, as the same may be amended. 4. FACILITY RECORDS AND FACILITIES 4.1 Facility agrees to maintain adequate operational, financial, and administrative records, contracts, books, files, and other documentation directly or indirectly related to the provision of Covered Services and/or this Facility Agreement (Records). At a minimum, such Records shall be sufficient to enable New Directions to enforce its rights under this Facility Agreement, and to enable the Medicare Advantage Organization to enforce its rights under its Agreement with New Directions, and to determine whether Facility is performing obligations under this Facility Agreement and in accordance with all laws. 4.2 Facility agrees that New Directions, the applicable Medicare Advantage Organization, the U.S. Department of Health and Human Services (HHS), the Comptroller General, and their authorized designees shall have the right to access all Records, personnel, physical premises, facilities and equipment, including computer and other electronic systems, to inspect, copy, evaluate, and audit performance under this Facility Agreement. If requested by New Directions or the applicable Medicare Advantage Organization, Facility shall notify New Directions or the applicable Medicare Advantage Organization immediately by telephone, to be followed with written notice within three (3) business days, of receipt of any request from any government entity requesting Records and/or access to personnel, physical premises, facilities, and equipment. If requested by New Directions or the Medicare Advantage Organization, Facility agrees to submit to New Directions or the Medicare Advantage Organization any Records and equipment requested by such government entity so that the Medicare Advantage Organization submits such Records and equipment to such government entity on Facility s behalf. Further, to the extent any such request from a government entity includes inspection of Facility s premises, physical facilities, or equipment that cannot be furnished to the Medicare Advantage Organization for submission to such government entity, Facility agrees to notify New Directions or the Medicare Advantage Organization of the date and time of any such inspection and permit New Directions or the Medicare Advantage Organization to participate in such inspections, unless laws and the authorities prohibit such participation. 4.3 The terms of this Section 4 shall remain in effect for the longer of (i) ten (10) years from the expiration or termination of this Facility Agreement, regardless of the reason for termination; (ii) completion of an audit; or (iii) such other time frame as required by law or a government entity. 5. MEDICARE MEMBER PROTECTIONS 5.1 As applicable, Facility agrees to hold all Medicare Members harmless and prevent such Medicare Members from incurring financial liabilities for payment of fees that are the legal obligation of New Directions or the applicable Medicare Advantage Organization, and shall accept payment from New Directions or the applicable Medicare Advantage Organization as payment in full, less any co- 21

insurance, co-payments, or deductibles. In addition, for Medicare Members who are eligible for both Medicare and Medicaid, Facility agrees to hold all such Members harmless for payment for Medicare Part A and Part B cost sharing when the State is responsible for payment such amounts, and Facility shall bill the appropriate State source or New Directions, as applicable, for such. New Directions or the applicable Medicare Advantage Organization shall inform Facility of Medicare and Medicaid rules for enrollees eligible for Medicare and Medicaid. In the event of failure by New Directions or the applicable Medicare Advantage Organization to meet any of their financial obligations, Facility agrees not to bill, charge, collect a deposit from, or receive or demand other compensation or remuneration from a Medicare Member. This does not prohibit Facility from collecting applicable coinsurance, deductibles, or co-payments as specified in the Medicare Member s Certificate of Coverage or such other documentation. This hold harmless obligation applies, but is not limited, to the following circumstances: insolvency of New Directions or the applicable Medicare Advantage Organization; nonpayment by New Directions or the applicable Medicare Advantage Organization; or breach of any Agreement by New Directions or the applicable Medicare Advantage Organization. 5.2 As applicable, Facility agrees to provide Covered Services to Medicare Members who are receiving care on the date of expiration or termination or nonrenewal of the Agreement between New Directions and the applicable Medicare Advantage Organization or of this Facility Agreement through the date when the Medicare Member arranges medically appropriate alternative care, or no longer needs Covered Services, or for ninety (90) calendar days, whichever occurs first (Continuation Services). Such Continuation Services, including payment for such Continuation Services, shall be provided in accordance with the terms of this Facility Agreement, including other applicable Exhibits and this Exhibit 3, unless the Parties otherwise agree in writing. 5.3 Medicare Participation. Facility represents and warrants that Facility is not excluded from participation in Medicare or Medicaid under Sections 1128 and 1128A of the Social Security Act, and Facility further represents that Facility s subcontractors and independent contractors who provide Covered Services under this Facility Agreement including, without limitation, health care, utilization review, and/or administrative services are not excluded from participation under such or in the Medicare Advantage Program. Facility also represents and warrants that Facility and Facility s subcontractors and independent contractors are in compliance with the requirements of the HHS policies and procedures for non-procurement, debarment, and suspension (C.F.R. Part 376). These representations shall be continuing throughout the term of this Facility Agreement, and Facility shall notify New Directions or the applicable Medicare Advantage Organization if such representation can no longer be made. 6. DELEGATION AND EXECUTION OF A WRITTEN DELEGATION 22

ARRANGEMENT 6.1 The Parties agree that to the extent certain functions are delegated to Facility that under CMS requirements requires that Facility agrees to additional terms not set forth under this Exhibit 3, and to the extent that Facility agrees to accept such delegation, then the Parties will enter into a separate agreement that shall include, without limitation, the following: (a) All terms and conditions relating to the delegated functions, including Facility s reporting requirements; (b) All contractual requirements specified by CMS in regulations and guidance, required by other laws, and conditions of federal program participation; (c) Mandatory compliance with the terms of this Exhibit 3, CMS (d) requirements, and all laws; and Such other provisions as New Directions or the applicable Medicare Advantage Organization determine necessary. 6.2 The Parties agree that with respect to any such delegated functions and activities New Directions and/or the applicable Medicare Advantage Organization shall oversee and monitor Facility s performance of the delegated functions and activities, as further detailed in any agreement. 6.3 The Parties agree that with respect to any such delegated functions and activities New Directions may revoke the delegation of any function and/or activity to Facility where CMS or the applicable Medicare Advantage Organization, in its sole discretion, determines that Facility is not performing such delegated function or activity satisfactorily. 7. SUBCONTRACTING 7.1 The Parties acknowledge that all vendors and participating facilities in New Directions Networks are considered First-tier or Downstream Entities and must agree to comply with all of the provisions contained in the Facility Agreement, including other applicable Exhibits and this Exhibit 3. 7.2 Facility agrees that it will not contract with any entity to provide Covered Services to Medicare Members unless: (a) Such arrangement is approved by New Directions or the applicable Medicare Advantage Organization; (b) Such entity is specifically obligated through a written agreement executed between such entity and Facility to comply with all of the provisions contained in this Exhibit 3; and (c) Such written arrangement specifically permits New Directions or the applicable Medicare Advantage Organization to terminate the arrangement upon determination by CMS or the applicable Medicare Advantage Organization, in its sole discretion, that such entity is not performing services satisfactorily. 8. PROMPT PAYMENT OF CLAIMS 8.1 As applicable, New Directions or the applicable Medicare Advantage Organization shall remit payment for claims submitted by Facility for provision of Covered Services to Medicare Members in accordance with the terms of this Facility Agreement, including other applicable Exhibits and this Exhibit 3. 23

9. UR/QI PROGRAMS 9.1 As applicable, Facility agrees to participate in and cooperate with utilization review and/or quality assessment, assurance, and improvement programs (UR/QI Programs) that New Directions or the applicable Medicare Advantage Organization may establish including, without limitation, cooperating with any independent organization retained under such UR/QI Programs and abiding by decisions resulting from review under these UR/QI Programs. 10. GRIEVANCES AND APPEALS 10.1 As applicable, Facility agrees to participate in and cooperate fully with New Directions and the applicable Medicare Advantage Organization s policies and procedures established pursuant to federal requirements for grievances and appeals. 11. REPORTING AND DISCLOSURE 11.1 As applicable, Facility agrees to submit Member encounter data, including medical records (protected health information), to New Directions or the applicable Medicare Advantage Organization pursuant to: laws including, without limitation and as applicable, 42 C.F.R. 422.310, 422.516 and 423.329; CMS guidance; such other conditions of federal program participation; and New Directions or the applicable Medicare Advantage Organization s UR/QI Programs. Such encounter data shall include, without limitation, information on: patterns of services utilization; the availability, accessibility, and acceptability of services; and developments in the health status of Medicare Members. 11.2 Facility agrees to certify that any such encounter data and medical records (protected health information) submitted to New Directions or the applicable Medicare Advantage Organization is complete, truthful, and accurate. 11.3 Facility agrees to immediately notify New Directions or the Medicare Advantage Organization if there are material changes in such data submitted. 12. COMPLIANCE WITH ALL LAWS 12.1 Facility agrees to perform all Covered Services in a manner consistent with and in compliance with all of New Directions policies and procedures and all applicable laws including, without limitation, laws, regulations, and CMS instruction relating to the Medicare Advantage Program; the Medicare Advantage Organization s contract with CMS; and conditions of federal programs participation. 12.2 To the extent that any provision of this Facility Agreement, including any other Exhibits or this Exhibit 3, conflicts with provisions of such applicable laws, regulations, CMS instructions, or conditions of federal program participation, the provisions of such applicable laws, regulations, CMS instructions, or conditions of federal program participation shall govern. 13. FEDERAL FUNDS 13.1 The Parties acknowledge that due to the receipt of federal payments under a Medicare Advantage Program contract, Facility as well as any Downstream Entities that contract with Facility are subject to laws applicable to individuals and entities receiving federal funds. 24

13.2 Facility acknowledges that Facility has been informed by New Directions that payment for Covered Services provided hereunder are, in whole or in part, from federal funds. 14. NON-DISCRIMINATION 14.2 Facility agrees that in providing Covered Services pursuant to this Facility Agreement, including other Exhibits and this Exhibit 3, Facility shall comply with Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Rehabilitation Act of 1973, the Americans with Disabilities Act, and all related implementing regulations. 14.2 Facility agrees that Facility will not (i) discriminate against any Medicare Member on the basis of race, color, religion, sex, national origin, age, health status, participation in any government program (including Medicare), source of payment, participation in a health plan, marital status, or physical or mental handicap; nor (ii) contract with any Downstream Entity which discriminates against any Medicare Member on such basis. 15. ADVANCE DIRECTIVES 15.1 As applicable, Facility shall prominently document in each Medicare Member s medical record whether an advance directive has been executed. 16. PROVISION OF MEDICARE MEMBER LIST UPON TERMINATION 16.1 As applicable, upon expiration or termination for any reason of this Facility Agreement, Facility shall submit to New Directions or the applicable Medicare Advantage Organization a list of all Medicare Members who currently are receiving care and treatment or who are seen on a regular basis by Facility so that, pursuant to the Medicare Advantage Program requirements, New Directions or the applicable Medicare Advantage Organization may make a good faith effort to notify such Medicare Members that Facility no longer is or will be participating in the New Directions Facility Network. 16.2 Facility agrees to submit such list to New Directions or the applicable Medicare Advantage Organization within (30) thirty days of sending or receiving a notice of termination. 17. COMPLIANCE PROGRAM AND ANTI-FRAUD INITIATIVES 17.1 Facility agrees to: a. As appropriate to Facility s organization and operations, institute, operate, maintain, and update an effective compliance and anti-fraud program to detect and prevent the incidence of fraud, waste, and abuse relating to the provision of Covered Services. Such program shall include, at a minimum, the seven elements of a compliance plan set forth in 42 C.F.R. 422.504(h) and 423.504(b)(4)(vi): i. Written policies, procedures, and standards of conduct articulating Facility s commitment to comply with all applicable laws; ii. Designation of a compliance officer and, as applicable, a compliance committee accountable to senior management; iii. Mandatory, effective training and education, or required participation in a Medicare Advantage Organization s training and 25

education program that meets CMS requirements annually for employees, contractors, agents, and directors, as applicable, that directly or indirectly perform functions relating to the Covered Services that is consistent with all guidance that CMS has or may issue with respect to compliance and anti-fraud and abuse initiatives; iv. Maintain effective lines of communication with employees, contractors, agents, and directors, as applicable, that directly or indirectly perform functions relating to the Covered Services for the reporting of potential incidents of fraud, waste, or abuse, including on an anonymous basis; v. Enforcement of standards through well-publicized disciplinary guidelines; vi. vii. Procedures for effective internal monitoring and auditing; Procedures for ensuring prompt response to detected offenses and development of corrective action initiatives relating to the provision of Covered Services; and viii. Provide documentation to evidence completion of CMS required training and education as set forth in Section 17.1.a.iii. above. 17.2 Facility agrees to undertake such additional activities that may be required by CMS and/or that New Directions or the applicable Medicare Advantage Organization determines is necessary for the Medicare Advantage Organization to comply with its contracts with CMS. 17.3 Facility shall cooperate with New Directions and/or the applicable Medicare Advantage Organization in any investigation and report, including any selfreporting disclosures that the Medicare Advantage Organization, in its sole discretion, may undertake in connection with any instance of potential misconduct, fraud, or abuse directly or indirectly related to the provision of Covered Services. 18. OFF-SHORE 18.1 If Facility subcontracts any Covered Services that include any functions or activities related to this Facility Agreement, including any of the other Exhibits or this Exhibit 3, as permitted by this Facility Agreement, directly or indirectly with any person or entity, including, without limitation, the sending, populating of claims, claims data, or claims storage, of Medicare Member information outside of the United States of America or its territories (Offshore and/or Offshoring), Facility agrees to ensure that such subcontractor(s) (Downstream Entities) and their associated agents to whom it provides Protected Health Information (PHI) and Electronic PHI (EPHI), as those terms are defined by the Health Insurance Portability and Accountability Act and its implementing regulations (HIPAA), relating to Medicare Members agree in writing to protect PHI and EPHI that is handled outside of the United States of America or one of the United States Territories. 18.2 Such written agreements shall specifically govern the use an disclosure of both PHI and EPHI and shall comply with HIPAA s Business Associate Agreement 26

requirements set forth at 45 C.F.R. 164.504(e) and any regulations or rules pertaining to such. 18.3 Consistent with such agreements, Facility shall have policies and procedures to protect PHI and EPHI that is Offshored to subcontractors. 18.4 Facility shall annually audit subcontractor for compliance with its contract with Facility and Facility s policies and procedures and protection of PHI and EPHI. 18.5 Facility shall cooperate with New Directions and/or the applicable Medicare Advantage Organization and submit specific subcontractor information, upon request, as required by the Medicare Advantage Organization to the extent required to fulfill its reporting requirements to CMS, including details of safeguards to protect PHI and EPHI performed on such subcontracted entities. 27