MEDSERV IPA, INC.
PARTICIPATION AGREEMENT FOR MEDICAL GROUPS
This AGREEMENT (the "Agreement") is made and entered into this _____ day
of _________________, 1997, by and between MEDSERV IPA, INC. ("IPA"), and
__________________________________ having a principal place of business at
________________________________________________("Group").
WHEREAS, IPA intends to enter into agreements with third party payors
including insurers, self-insured employers, health maintenance organizations,
and other managed care organizations (collectively, "Plan(s)") for the
provision of primary care and specialty medical and surgical services to
Members; and
WHEREAS, IPA and Group desire to enter into an agreement whereby the
Group agrees to arrange for the provision of Covered Services to Members of
such Plans through physicians employed or associated with the Group who are
listed on Exhibit ___("Group Physicians").
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
1. DEFINED TERMS
Terms used herein which are not otherwise defined in context and the
initial letters of which are capitalized shall have the following
definitions:
a. "Admitting Physician" means a physician who, in the normal
course and scope of his medical practice, admits patients for hospital care
on either an inpatient or treats patients within a hospital on an outpatient
basis.
b. "Co-payment" means those charges for professional services
which shall be collected directly by Group Physician from Member as payment
in addition to payments by a Plan, in accordance with Member's Subscriber
Agreement.
c. "Covered Services" means those Medically Necessary health care
services and supplies which a Member is entitled to receive under a Plan's
benefit program and which are described and defined in the Member's
Subscriber Agreement and in the Plan's provider manual.
d. "Dependent" shall have the meaning assigned to it in the
Member's Subscriber Agreement.
e. "Emergency Services" means those health care services provided
to a Member in the event of the sudden onset of an illness or injury
requiring immediate medical or surgical care to prevent serious impairment of
health, or where taking the time to call his or her Primary Care Physician
might place the Member's life in danger. Heart attacks, strokes, poisoning,
loss of consciousness, and convulsions are examples of emergencies.
f. "Medical Director" means a Participating Physician who is
authorized by IPA to be responsible for administering IPA medical affairs.
The Medical Director shall also serve as IPA's liaison to Plans.
g. "Medically Necessary" means medical treatment required by a
Member as determined in accordance with accepted medical and surgical
practices and standards prevailing at the time of treatment and in conformity
with the professional and technical standards adopted by the Quality Care
Committee.
h. "Member" means a person who is enrolled in a Plan, including
enrolled Dependents, has selected an IPA Physician as his/her Primary Care
Physician, and is entitled to receive Covered Services. At such time as a
Member receives Covered Services from a Participating Physician, such Member
shall be deemed a patient of IPA.
i. "Participating Physician" means a physician duly licensed to
practice medicine by the applicable state authority and who has entered into
an agreement with IPA to provide Covered Services to Members.
j. "Participating Provider" means a participating hospital, a
physician, or any other health care practitioner or entity that has a direct
or indirect contractual arrangement with IPA and/or a Plan to provide Covered
Services to Members.
k. "Plan" means a benefit program of a third party payor which is
an insurer, self-insured employer, health maintenance organization or other
managed care organization and which has entered into an agreement pursuant to
which IPA is to provide Covered Services.
l. "Plan Schedule" means a document attached to this Agreement
relating to a particular Plan which is entitled "Plan Schedule" and which
provides an executive summary of the services to be rendered, compensation to
be paid, requirements to be met and additional terms and conditions of this
Agreement applicable to the particular Plan. In any instance where this
Agreement and a Plan Schedule are inconsistent in a particular circumstance,
the Plan Schedule shall govern. This Agreement may have more than one Plan
Schedule and additional Plan Schedules may be added from time to time in
accordance with the terms of this Agreement.
-2-
m. "Primary Care" means the field of general medicine, internal
medicine, family practice or pediatrics.
n. "Primary Care Physician" means a physician licensed to practice
medicine who has executed the attached Primary Care Physician Participation
Schedule to provide Primary Care Covered Services and who has agreed to
provide Primary Care physician services to Members.
o. "Quality Management" means the process, plans and procedures by
which IPA or a Plan assures that the quality of care provided to Members
meets accepted medical standards. It may involve the establishment of a
Quality Care Committee to, among other things, monitor medical services
provided to Members and take action in any instance in which the competence
or professional conduct of a Participating Provider may be detrimental to
patient safety or to the delivery of patient care.
p. "Referral" means the process by which a Participating Physician
directs a Member to seek and obtain Covered Services from a health
professional, a hospital or any other provider of Covered Services.
q. "Specialist Care" means Covered Services rendered by a
Participating Physician who is not a Primary Care Physician.
r. "Specialist Care Physician" means a physician licensed to
practice medicine who has executed the attached Participating Specialist Care
Attachment to provide Specialist Care Covered Services and who has agreed to
provide Specialist Care physician services to Members.
s. "Subscriber" means the person who signs the application for
membership in the Plan and in whose name the subscription premium is paid. A
Subscriber signs for himself or herself and any Dependents.
t. "Subscriber Agreement" means the individual or family contract
with a Plan or any of its affiliates, including all amendments thereto, under
which a Subscriber and his or her Dependents are entitled to receive Covered
Services.
-3-
u. "Utilization Management" means the process, plans and
procedures by which IPA or Plan assures that Participating Providers are
efficient and follow economically sound practices in providing Covered
Services. It may involve the establishment of a Quality Care Committee to
set economic standards and procedures and to monitor and make appropriate
corrections which relate to the business, efficiency and economic aspects of
providing Covered Services.
2. SERVICES TO BE PERFORMED BY GROUP PHYSICIANS.
a. Services. The Group shall cause Group Physicians, within Group
Physicians' licensure and expertise, to provide or arrange to provide
Covered Services, as described in relevant Plan Schedule(s) incorporated
herein by reference, to Members. The Group shall cause Group Physicians to
provide Covered Services with the same standard of care, skill and diligence
used by similar physicians in the community in which such services are
rendered.
b. Covering Physicians. The Group shall require that Group
Physicians provide or arrange to provide coverage for all Members under Group
Physicians' care twenty-four (24) hours per day, each day of the year. If a
Group Physician is, for any reason, from time to time, unable to provide
Covered Services when and as needed, the Group Physician may secure the
services of a qualified physician (the "Covering Physician") who shall render
such Covered Services otherwise required of the Group Physician. Covering
Physician must be approved in writing by IPA to provide Covered Services to
Members and the Group shall cause Group Physicians to notify IPA in advance
of Covering Physician providing any services hereunder by giving Covering
Physician's name, qualifications, address and telephone number and such other
pertinent information as shall be required by IPA. The Group agrees that its
Group Physicians shall be solely responsible for securing services of such
Covering Physician. It will be the Group Physician's responsibility to
ensure that the Covering Physician (i) will not seek reimbursement from the
Plan for Covered Services under the terms of this Agreement unless the
payment arrangement with the Plan permits the Covering Physician to be paid
directly by the Plan for such services, (ii) will abide by IPA's and Plan's
policies and procedures including Utilization Management and Quality
Management, and (iii) agrees to be bound by all other provisions of this
Agreement relating to the delivery of Covered Services. The Group agrees to
accept responsibility for costs associated with any deviations of Covering
Physician from above requirements.
c. Ancillary Services. The Group shall cause Group Physicians to
refer all ancillary services to Participating Providers, to the extent
available, in accordance with IPA Utilization Management procedures.
d. Hospital Admission Authorization. The Group shall cause Group
Physicians to admit Members to a Participating Hospital in accordance with
Utilization Management procedures described in the Plan Schedules and/or in
accordance with the policies adopted by the IPA from time to time. The Group
agrees that Group Physicians may not admit any Member to any hospital on a
non-emergency basis without pre-certification for admission as prescribed in
the Plan Schedules or in the IPA's policies.
e. Physician Referral. The Group agrees to require that Group
Physicians who are Primary Care Physicians shall not refer Members except in
accordance with Utilization Management procedures of the Plan and/or policies
adopted by the IPA from time to time, and shall (i) refer a Member to another
Participating Physician or Provider for non-emergency
-4-
Covered Services, or (ii) self refer for other than primary care services,
only upon compliance with the Referral Management Program as prescribed by
the Plan or IPA. The Group agrees to require that Group Physicians who are
Specialist Physicians shall provide non emergency Covered Services (including
diagnostic services) to a Member upon referral, by the Member's Primary Care
Physician unless such referral authorization is not required and, if
applicable, upon receipt of authorization from IPA, except in case of
emergency. The Group agrees to require that Group Physicians who are
Specialist Physicians only to refer a Member to another Participating
Physician or other Participating Provider for non-emergency Covered Services
upon compliance with the Referral Management Program. Failure of a Group
Physician to obtain such prior written authorizations when applicable shall
constitute a material breach of this Agreement which shall entitle IPA, at
its option, to terminate this Agreement under Paragraph 7(a) below.
f. Data Requirements. The Group shall require Group Physicians
to provide Plan with any reasonably requested billing, claims or medical
record information which is necessary for the Plan to conduct utilization
review and quality management activities. The IPA shall inform the Group of
the type and format of the required data and the time-frames for submission
of such data. The IPA represents that it has been appointed as the Plan's
agent for purposes of conducting utilization management and related
activities. The Group shall cause Group Physicians to comply with any such
request for information from the IPA in a timely manner.
3. COMPENSATION.
a. Compensation. The Group agrees that the Group shall be
compensated for Covered Services provided to Members pursuant the terms set
forth in Exhibit A.
b. Charges to Members. The Group agrees to require that Group
Physicians will look only to the Plan for compensation for Covered Services,
except that Group Physicians may seek compensation from or make surcharges to
a Member for i) services other than Covered Services, or ii) co-payments,
coinsurance or deductibles identified in the applicable Plan Schedules.
c. Group Physician Responsibility. The Group shall cause each
Group Physician to be responsible to collect for the Group Physician's own
account all co-payments and deductibles applicable to Covered Services he/she
rendered to Members. Services rendered to Members which are not Covered
Services shall be solely the responsibility of the Member.
d. Plan Schedules. Plan Schedules in respect of Plans for which
contractual arrangements with IPA exist as of the date of the Agreement are
attached to and are a part of this Agreement. Plan Schedules respecting
Plans with which contractual arrangements are made in the future shall become
a part of this Agreement in accordance with the provisions of Paragraph 7.e.
below. If any Plan Schedule which is a part of this Agreement is in conflict
with any
-5-
provision of this Agreement, such Plan Schedule shall govern the rights of
the parties with respect to the matter in conflict.
e. Claims. The Group shall cause Group Physicians to submit
claims to the Plan for all Covered Services on the appropriate claim forms as
soon as possible but in no event later than sixty (60) days from date of
service; provided, however, that Plan may waive this requirement in its sole
discretion. The Group shall cause Group Physicians to complete such claims
information, including appropriate coding and completion of HCFA-1500 or
similar claims forms, in connection with services rendered pursuant to this
Agreement. All claim payments will be considered final unless adjustments
are requested in writing by the Group or a Group Physician within the time
specified by the applicable Plan. In the event the Group is compensated
under Exhibit A on a capitated basis, the Group shall cause Group Physicians
to submit claims information so that Plan and IPA may maintain a record of
encounters and perform utilization management and quality assurance
activities.
f. COB Obligations of Group Physicians. The Group shall cause
Group Physicians to cooperate with IPA and the applicable Plan for proper
identification of claims subject to Coordination of Benefits ("COB") or
subrogation, and to xxxx and collect from other payors such charges for which
the other payor is responsible. When Plan is determined to be secondary to
any other payor including Medicare, the IPA shall pay Group Physician no
greater amount than the difference between the amount received by Group
Physician from the primary payor and the amount owing under the applicable
Plan Schedule.
g. Member Non-Recourse. The Group shall cause Group Physicians to
agree that in no event, including but not limited to, non-payment by Plan,
Plan's insolvency or breach of this Agreement, will Group or Group Physicians
xxxx, charge, collect a deposit from, seek compensation, remuneration or
reimbursement from or have any recourse against a Member or persons (other
than the Plan) acting on the Member's behalf for services provided under
this Agreement. The Group shall cause Group Physicians to agree that in
the event of the Plan's insolvency or other cessation of operations, to
continue to provide services to Members through the period for which premiums
have been paid and until care has been appropriately transferred to another
physician. The Group agrees and shall cause Group Physicians to agree that
the provisions of this Section shall survive the termination of this
Agreement regardless of the reason for termination, including the Plan's
insolvency, and shall be construed to be for the benefit of Members.
4. REPRESENTATIONS
a. Representations by IPA. IPA represents and warrants that it is
a Connecticut corporation. IPA makes no representation concerning the number
of Members it can or will refer to Group Physicians under this Agreement.
-6-
b. Representations by Group. The Group represents and warrants
that Group Physicians:
(i) are physicians duly licensed to practice medicine in the
State of Connecticut without restriction or sanction;
(ii) if a Group Physician is an Admitting Physician, Group
Physician will remain a member in good standing of the medical staff of a
Participating Hospital, with privileges that are appropriate to allow
admission of patients by Group Physician;
(iii) maintain, and agree to continue to maintain, in effect, at
Group's or Group Physicians' sole cost and expense, throughout the entire
term of this Agreement, a policy of professional malpractice liability
insurance with a licensed insurance company permitted to do business in
the State of Connecticut to cover any loss, liability or damage alleged
to have been committed by Group Physicians, or by Group Physicians'
professional agents, servants or employees. Where malpractice coverage
is maintained on a claims-made basis, appropriate tail coverage insuring
Group Physicians against any claims relating to the period that the Group
Physician provides services hereunder. The limits of liability provided
by such insurance policy shall be at least as great as established by the
Board of the IPA from time to time and as required by the applicable
Plan; and
(iv) maintain and agree to continue to maintain, at the Group's
or Group Physician's sole cost and expense, throughout the entire term of
this Agreement, a policy or policies of insurance covering the Group
Physicians' principal place of business insuring Group Physician against
any claim of loss, liability or damage committed or arising out of the
alleged condition of said premises, or the furniture, fixtures,
appliances or equipment located therein, with limits at least as great as
established by the Board of the IPA from time to time and as required by
the applicable Plan.
5. OBLIGATIONS OF GROUP PHYSICIANS
a. Hours. The Group shall cause Group Physicians to be available
to provide Covered Services or to provide coverage for said services
twenty-four (24) hours per day, seven (7) days per week, three hundred
sixty-five (365) days per year.
b. Proof of Insurance and Notice of Adverse Claims. The Group
shall cause Group Physicians to provide IPA with a minimum of thirty (30)
days prior written notice in the event any of the insurance policies set
forth in Paragraph 4 are canceled, amended or not renewed. Upon request, the
Group or Group Physicians shall furnish to IPA written evidence that the
policies of insurance required under Paragraph 4 are in full force and
effect. The Group shall cause Group Physicians to provide written
notification to IPA in the event of any legal action arising out of services
provided to Members covered by IPA contracts with Plans within ten (10)
working days of any notice of such legal action.
-7-
c. Medical Records. The Group shall cause Group Physicians to
maintain medical records and to provide information regarding services
rendered to patients subject to this Agreement to IPA, to applicable Plans,
and to applicable state and federal regulatory agencies, as may be reasonably
required. Such obligations shall not be terminated upon termination of this
Agreement. The Group shall cause Group Physicians to permit Plan's or IPA's
authorized representatives at all reasonable times to have access upon
reasonable request to books, records and other papers relating to Covered
Services rendered by Group Physicians, and access to the cost thereof and to
the amounts of any payments received from Members or from others on such
Member's behalf. The Group shall cause Group Physicians to retain such books
and records for a term of at least seven (7) years from and after the
termination of this Agreement. The Group shall further cause Group
Physicians to permit access to and inspection, to the extent required by law,
by IPA, Plans, the Connecticut Secretary of State, the Connecticut
Commissioner of Public Health, the United States Department of Health and
Human Services, and the Comptroller General of the United States, at all
reasonable times and upon demand, of all of those facilities, books and
records maintained or utilized by Group Physicians in the performance of
Covered Services pursuant to this Agreement.
d. Continuing Education. The Group shall cause Group Physicians
to attend and participate in approved continuing education courses and shall
attend, at the reasonable request of the IPA, specialized training sessions
and managed care programs presented by Plan and/or IPA.
e. Compliance with IPA Policies and Rules. The Group shall cause
Group Physicians to be bound by the rules, regulations and policies of IPA,
as developed and adopted from time to time by the IPA, and the Group
recognizes that such provisions may be amended from time to time. The Group
shall cause Group Physicians to cooperate with any administrative procedures
which may be adopted by IPA regarding the performance of Covered Services
pursuant to this Agreement.
f. Physician Roster. The Group agrees and shall cause Group
Physicians to agree that IPA and each Plan which contracts with IPA may use
Group Physicians' name, address, telephone number and specialty in the IPA or
Plan directory of Participating Providers.
g. Cooperation with Plan Medical Directors. The Group agrees and
shall cause Group Physicians to agree that Plans will place certain
obligations upon IPA regarding the quality of care received by Members and
that in certain instances will have the right to review the quality of care
administered to Members. The Group shall cause Group Physicians to cooperate
with Plan or IPA Medical Directors, as applicable, in the Medical Directors'
review of the quality of care administered to Members, to participate in
IPA's Quality Care Committee and Utilization Management subcommittees and to
comply with the policies adopted by the IPA and such committees from time to
time.
-8-
h. Binding Agreement. The Group shall cause Group Physicians to
be bound by all of the terms and conditions, applicable to Group Physicians,
of each and every agreement between IPA and any Plan with respect to which
Group Physicians have agreed to participate under this Agreement; provided,
however, that in any instance in which there is a conflict between any Plan
agreement and either this Agreement or the applicable schedule to this
Agreement, the Plan agreement shall prevail.
i. Closure of Practice. The Group agrees that Group Physicians
may close their practice to new patients upon thirty (30) days prior notice
to IPA, provided that the practice shall be closed to all new patients except
family members of existing patients or patients with which the physician had
a prior professional relationship.
j. Compliance with Law and Ethical Standards. The Group shall
cause Group Physicians to, at all times, during the term of this Agreement
comply with all applicable federal, state or municipal statutes or
ordinances, all applicable rules and regulations of the Board of Registration
in Medicine and the ethical standards of the American Medical Association.
k. Nondiscrimination. The Group shall cause Group Physicians not
to differentiate or discriminate in its provision of Covered Services to
Members because of race, color, national origin, ancestry, religion, gender,
marital status, sexual orientation or age.
6. TERM OF AGREEMENT.
This Agreement will become effective __________________, 199__ and remain
in effect through ______________________, 199__, unless sooner terminated
pursuant to the terms of this Agreement. This Agreement will automatically
renew for successive periods of twelve (12) months each on the same terms and
conditions contained herein, unless sooner terminated pursuant to the terms
of this Agreement.
7. TERMINATION OF THE AGREEMENT.
a. Termination With Cause. This Agreement may be terminated with
cause by either party upon sixty (60) days prior written notice to the other
party if the other party violates or fails to comply with any of the material
requirements of this Agreement, or if any of the representations made in
Paragraph 4 by the other party are not or cease to be true; provided,
however, that the breaching party shall be given an opportunity to cure such
breach during the sixty (60) day notice period. If the breach is cured
during such notice period, then this Agreement shall remain in effect. In
lieu of termination of this Agreement, the IPA may terminate the
participation of a Group Physician if the breach is attributable to the
action of a Group Physician.
b. Immediate Termination. Notwithstanding any other provision of
this
-9-
Agreement to the contrary, the IPA shall have the right to terminate any
Group Physician's participation under this Agreement immediately in the event
that the Group Physician:
(i) has his or her license to practice medicine revoked or
subject to sanction;
(ii) is subject to the loss, suspension or reduction of (i)
medical staff privileges at any hospital, or (ii) federal or state
controlled substance registrations;
(iii) undertakes any activity which results in jeopardy to the
life, health or safety of patients; or
(iv) fails to comply with a Plan's or IPA's policies and
procedures, as adopted from time to time.
c. Termination Without Cause. This Agreement may be terminated
by either party at any time without cause upon at least ninety (90) days
prior written notice to the other party.
d. Suspension. Pending the final adjudication of any action to
revoke, sanction or reduce a license to practice medicine or privileges at a
hospital, or upon failure of a Group Physician to satisfy the participation
criteria of any Plan, the President of IPA may suspend a Group Physician's
provision of Covered Services pursuant to this Agreement or to the Members of
a Plan, as the case may be. Any Group Physician subject to such action may
seek reinstatement by filing a petition with IPA's Board of Directors
pursuant to procedures approved by the Board; provided, however, that no
Group Physician shall be eligible for reinstatement unless the proceeding
leading to suspension has been finally adjudicated in favor of the Group
Physician or the Board of Directors finds by clear and convincing evidence
that such proceeding, if conducted, would be finally adjudicated in favor of
the Group Physician.
e. Failure to Accept Plan Participation. For each Plan with which
the IPA contracts, the IPA shall provide to the Group a description of the
Plan contract. The Group understands and agrees that the IPA shall review,
evaluate and, in some instances, negotiate contracting options with the
various Plans. The IPA may act as a messenger to facilitate discussions
concerning non-risk contracts with Plans ("Non-Risk Contracts") and may
negotiate contracts with Plans which require the IPA and the Group and/or
Group Physicians bear economic risk as part of the contract's terms ("Risk
Contracts").
The Group agrees and shall cause each Group Physician to agree to
participate in, and to accept the terms and compensation negotiated by IPA
with respect to each Plan except where the Group is required to give IPA
notice of election for participation, or may elect that to participate under
applicable law. Failure to participate in any Risk Contract with a Plan
under this
-10-
Agreement shall be grounds for IPA, at its sole option, to terminate this
Agreement upon fifteen (15) days notice to the Group.
Within fifteen (15) days of receipt of a notice of a new contract, the
Group may notify the IPA of its intent to participate in the Contract (the
"Opt-in Notice"). If the IPA does not receive an Opt-in Notice from Group
then the time period prescribed above, the Group shall be designated as not
participating in Contracts where the Group must provide a notice of election
to participate and shall be designated participating where the Group must
elect not to participate.
f. Responsibility for Members Upon Suspension or at Termination.
The Group shall cause its Group Physicians to continue to provide Covered
Services to a Member who is receiving Covered Services from Group Physicians
on the effective date of suspension of participation under, or termination
of, this Agreement until the then existing spell of illness is completed,
unless IPA or Plan makes reasonable and medically appropriate provision for
the assumption of such Covered Services by another Participating Provider.
The Group shall cause Group Physicians to cooperate with the IPA and the Plan
in the proper transition of care to another Participating Physician. For the
period after termination, specified in the applicable Plan Schedule, IPA or
Plan, as applicable, shall pay Group Physicians for those Covered Services
provided to a Member in accordance with the compensation methodology
described in the Plan Schedule or, if applicable, developed by the IPA.
g. Liability Upon Termination. The contractual obligations
(including but not limited to payment of deficits or a loss of withholds) of
the Group and/or Group Physicians under this Agreement and a Plan Schedule
which arise or accrue prior to the effective date of termination will survive
termination of this Agreement.
8. UTILIZATION/QUALITY MANAGEMENT
a. IPA shall establish a Quality Care Committee which shall be
responsible for the continuing review of the care provided to Members by
Participating Providers. The Quality Care Committee shall also establish a
Utilization Management program to review the cost effectiveness of Covered
Services furnished by Group Physicians to Members on an inpatient and
outpatient basis. Such program will include pre-admission, concurrent and
retrospective review. The Group shall cause Group Physicians to comply with
the Utilization Management program and with any additional Utilization
Management requirements imposed by IPA or a Plan.
b. The Group shall cause Group Physicians to be bound by and
comply with policies and procedures established by the Quality Care
Committee. The Group agrees and shall cause its Group Physicians to agree
that the Quality Care Committee may deny Group Physicians payment hereunder
for those Covered Services provided to a Member which are determined not to
be Medically Necessary or in respect of which Group Physicians failed to
receive a required prior consent/authorization or follow policies or
procedures which are developed and adopted by
-11-
a Plan and/or IPA. IPA may also impose financial penalties and/or terminate
this Agreement immediately if Group Physicians fail to comply with the IPA's
Utilization Management policies or recommendations.
c. Failure to comply with the requirements of this paragraph 8 may
be deemed by IPA to be a material breach of this Agreement and may, at IPA's
option, be grounds for immediate termination of this Agreement.
9. RIGHT OF FIRST OPPORTUNITY.
The Group, on behalf of each of the Group Physicians, hereby grants IPA
the first opportunity to negotiate Risk Contracts and enter into Risk
Contracts with a Plan on behalf of the Group and its Group Physicians in
accordance with the following terms:
a. If the Group or a Group Physician is contacted by a Plan for
the purpose of participating in the Plan, or if the Group or a Group
Physician desires to participate in a Plan or to renew a contract where the
IPA also has a contract with such Plan in effect, in any case after the
effective date of this Agreement, the Group agrees and shall cause its Group
Physicians to agree to promptly notify IPA in writing of such offer. IPA
will have sixty (60) days from the date of notice to execute a letter of
intent to enter into a definitive agreement with the Plan and an additional
one hundred twenty (120) days after execution of the letter of intent to
negotiate and execute a definitive agreement between IPA and the Plan. The
Group agrees and shall cause its Group Physicians to agree to suspend all
negotiations with such Plan during the period in which IPA is conducting
negotiations with the Plan. IPA agrees to promptly notify the Group if IPA
decides not to contract with the Plan or is otherwise unable to reach an
acceptable agreement with such Plan, and in either such case the Group and
Group Physicians may after such notice negotiate and execute a separate
agreement with the Plan. IPA will use its best efforts to exercise its right
of first refusal in an expeditious manner.
b. If IPA is contacted by a Plan for the purpose of entering into
an agreement with the Plan, or if IPA contacts a Plan for the purpose of
entering into a contract with the Plan, IPA will promptly notify the Group in
writing of such contact. The Group agrees and shall cause Group Physicians
to agree to suspend or forego separate negotiation of a contract with the
Plan during a one hundred twenty (120) day period from the date of such
notice, during which time IPA may negotiate a definitive agreement between
IPA and the Plan. IPA agrees to promptly notify the Group if it decides not
to contract with the Plan or is otherwise unable to reach an acceptable
agreement with such Plan, and in either such case, the Group and Group
Physicians may after such notice negotiate and execute a separate agreement
with the Plan.
c. If the Group or one of the Group Physicians has in effect a
contract with a Plan as of the date that IPA first executes a contract with a
Plan, then the Group agrees and shall cause its Group Physicians to agree not
to renew such contract as of its expiration date and instead to participate
in such Plan through IPA as of such expiration date.
-12-
10. GENERAL PROVISIONS.
a. Notices. Any notices required or permitted to be given
hereunder by either party to the other may be given by personal delivery in
writing or by registered or certified mail, postage prepaid, with return
receipt requested. Notices shall be addressed to Group at the address
appearing in the introductory paragraph on the first page of this Agreement,
and to IPA as follows:
Executive Director
MedServ IPA, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Each party may change such party's address by written notice given in
accordance with this paragraph. Notices delivered personally will be deemed
communicated as of actual receipt; mailed notices will be deemed communicated
as of three days after mailing.
b. Entire Agreement of the Parties. This Agreement supersedes any
and all agreements, either written or oral, between the parties hereto with
respect to the subject matter contained herein and contains all of the
covenants and agreements between the parties with respect to the rendering of
Covered Services to Members. Each party to this Agreement acknowledges that
no representations, inducements, promises, or agreements, oral or otherwise,
have been made by either party, or anyone acting on behalf of either party,
which are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding.
c. Severability. If any provision of this Agreement is held by a
court of competent jurisdiction or applicable state or federal law and their
implementing regulations to be invalid, void or unenforceable, the remaining
provisions will nevertheless continue in full force and effect.
d. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut.
e. Assignment. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties to it, and their respective heirs, legal
representatives, successors and assigns. Notwithstanding the foregoing,
neither the Group nor the IPA may assign any of their respective rights or
delegate any of their respective duties hereunder without receiving the prior
written consent of the other party which consent shall not be unreasonably
withheld.
f. Independent Contractor. At all times relevant and pursuant to
the terms and conditions of this Agreement, the Group and its Group
Physicians are and shall be construed
-13-
to be an independent contractor and shall not be deemed to be or construed to
be an agent, servant or employee of IPA.
g. Confidentiality. The terms of this Agreement and in particular
the provisions regarding compensation, are confidential and shall not be
disclosed except as necessary to enforce the performance of this Agreement or
as required by law.
h. Waiver. The waiver of any provision, or of the breach of any
provision, of this Agreement must be set forth specifically in writing and
signed by the waiving party. Any such waiver shall not operate or be deemed
to be a waiver of any prior or future breach of such provision or of any
other provision.
i. Amendment. This Agreement may be automatically amended by IPA
to comply with any amendments to Plan Schedules or any subsequent agreements
entered into between IPA and a Plan or to comply with any applicable state or
federal law or regulation or other governmental requirement. Any other
amendments must be mutually agreed to in writing by IPA and the Group.
Executed on the date and year first above written.
GROUP
By:__________________________________
Date:__________________________________
MEDSERV IPA, INC.
By:__________________________________
-14-
