CONSULTANT AGREEMENT
Agreement made this 17th day of March between Coordinated Health Partners,
Inc., doing business as BlueCHiP, Coordinated Health Partners ("BlueCHiP") a
Rhode Island corporation incorporated and organized as a health maintenance
organization, and Care Advantage Health Systems, Inc. (CONSULTANT);
WHEREAS, BlueCHiP desires to retain the services of the Consultant to
provide certain consulting services to BlueCHiP as more specifically set forth
herein, and the Consultant desires to provide such consulting services, all
pursuant to and in accordance with the terms and conditions more specifically
set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, it is hereby agreed as follows:
1) Terms of Agreement:
This Agreement shall be effective as of the date first set forth above and
shall remain in effect for a twelve (12) month period, unless earlier
terminated by either party hereto. Either party may terminate this
Agreement without cause upon sixty (60) days prior written notice. This
Agreement may be terminated immediately by BlueCHiP for cause. The
following events constitute termination for cause:
a) Whenever the Consultant shall cease to be licensed, certified, or
otherwise qualified under any applicable laws of the State of Rhode
Island;
b) The material breach by the Consultant of any of the terms or
conditions of this Agreement; or
c) The death of the Consultant.
2) Duties:
Consultant's duties and activities may include, but not be limited to the
following:
a) Review prospectively, concurrently, and retrospectively, requests for
covered services for purposes of determining medical appropriateness;
b) Where requested by the Medical Director or his/her designee,
communicate with BlueCHiP contracted and other providers regarding
such determinations;
c) Assist in the education and training of claims administration and
claims adjudication personnel of BlueCHiP;
d) Assist in the development, implementation, and evaluation of ongoing
effectiveness of BlueCHiP medical and administrative policies; and
Quality Assessment and Improvement activities; and,
e) Perform those duties set forth in Attachment B, attached hereto and
incorporated herein by reference.
Those individuals who shall perform services under this Agreement on behalf
of Consultant shall be those persons named in Attachment C, attached hereto
and incorporated herein by reference. In the event that any of those
individuals named in Attachment C will no longer provide services under
this Agreement, the parties agree to amend Attachment C to reflect those
individuals who will perform services under this Agreement.
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CONSULTANT AGREEMENT Page 1 of 7
3) Consulting Activities:
The Consultant's duties and activities, as set forth in Section 2 hereof,
shall be subject to the following terms and conditions:
a) All Determinations, opinions and/or guidelines made or prepared by
Consultant in the course of such Consultant's engagement by BlueCHiP
shall be in writing and shall contain appropriate reasons for same and
shall be signed by the Consultant.
b) The services of the Consultant will be on an "as needed" basis, as
determined by BlueCHiP from time to time. BlueCHiP maintain the
exclusive right to make all final determinations regarding the medical
necessity of treatment or services, the reimbursement of such
treatment or services, and whether a review can be completed in a
designated timeframe.
c) The Consultant shall at all times maintain the confidentiality of a
BlueCHiP enrollee's confidential health care information. The
Consultant agrees not to disclose an BlueCHiP enrollee's confidential
health care information to any individual or entity and for any
purposes other than those permitted under applicable Federal and State
Laws and Regulations, including, without limitation, the
Confidentiality of Health Care Information Act, RI General Laws SS
5-37.3-1 et seq. (1995).
d) When performing utilization review, the Consultant shall abide by any
BlueCHiP policies established in connection with the Health Care
Services - Utilization Review Act, RI General Laws SS 23-17.12-1 et
seq. (1995), and any other obligations imposed on an individual
conducting utilization review under such Act.
e) The Consultant shall at all times maintain the confidentiality of
information obtained by the Consultant in the fulfillment of
Consultant's administrative responsibilities, including information
obtained by Consultant in the course of peer review programs,
utilization review and quality assessment and improvement programs. In
doing so, Consultant shall be bound by provision of applicable law as
well as BlueCHiP Pollicies and Procedures established from time to
time.
f) Consultant shall provide BlueCHiP with the identity and qualifications
of all physician reviewers used by Consultant in the course of meeting
its obligations under this consulting agreement. Consultant shall use
only physicians that are Board Certified in the discipline of review,
if Board Certification exists for the discipline.
g) All services rendered by Consultant are under the direction of the
BlueCHiP Medical Director or designee.
4) Compensation:
For services provided by the Consultant under this Agreement, BlueCHiP
shall pay the Consultant in accordance with the Fee Schedule attached
hereto as Attachment A and incorporated herein by reference.
5) Restrictive Covenants:
a) Consultant shall comply with all conflict of interest policies of
BlueCHiP in force from time to time, shall periodically complete a
disclosure form as requested by Coordinated Health Partners, Inc., and
shall disclose all potential conflicts as they may arise in the course
of the Consultant's consulting activity. During the term of this
Agreement, the Consultant covenants and agrees not to engage in any
activities which might interfere with the Consultant's ability to
perform the Consultant's duties and activities under this Agreement.
With the exception of Blue Cross & Blue Shield of Rhode Island, the
Consultant shall not accept similar engagement with or serve in a
similar capacity with
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CONSULTANT AGREEMENT Page 2 of 7
any other organization which is at such time conducting business
within the State of Rhode island and engaged in a business of a like
or similar matter to the activities or business now or hereafter
conducted by BlueCHiP without the written permission of BlueCHiP.
b) During the term of the Agreement and thereafter, the Consultant
covenants and agrees not to duplicate, reproduce, or misappropriate
any information confidential or proprietary to BlueCHiP, including
without limitation, any and all information, manuals, know-how, uses,
capabilities, studies, analyses, communications, reports, data and all
other documents, with respect to BlueCHiP operations and activities
(the "Confidential Information") for the Consultant's own benefit, and
shall keep confidential and shall not disclose Confidential
Information to any third party without the prior written consent of
BlueCHiP, which consent may be withheld in BlueCHiP's sole and
absolute discretion. Nothing shall prevent the Consultant from
transferring such Confidential Information to any third party pursuant
to the requirements of such consultant's duties and activities and in
accordance with the terms of this Agreement or from disclosing such
Confidential Information when the Consultant is required to do so by
law.
c) All documents, of any kind or nature, developed by the Consultant as
part of the Consultant's activities and duties under this Agreement
(the Proprietary Documents") shall remain the exclusive property of
BlueCHiP. The Consultant shall not use, employ, rely upon, copy from
or otherwise incorporate in other documents or in other form such
Proprietary Documents in the State of Rhode Island at any time or for
any purpose, including, without limitations, when performing services
for, or for the benefit of, any insurer, health maintenance
organization, or third party payor. The Consultant shall not use such
Proprietary Documents in the Sate of Rhode Island as the basis to
develop forms of any kind for utilization review or related
activities. Upon termination of this Agreement, the Consultant shall
return any Proprietary Documents in the Consultant's possession to
BlueCHiP.
d) The Consultant shall comply with and be subject to BlueCHiP
Operational Procedures in effect from time to time. The Operational
Procedures shall be those governing the internal administration and
operation of BlueCHiP. The Consultant shall comply with any BlueCHiP
policies, procedures or committee bylaws, adopted from time to time,
necessary for BlueCHiP to obtain and maintain accreditation from an
accreditation organization, including, but not limited to, the
National Committee for Quality Assurance.
e) The parties hereto are independent contractors and the Consultant
shall not be construed to be the agent, employee, or representative of
BlueCHiP. Neither party hereto may bind the other party in any
respect, except as set forth in this Agreement.
6) Indemnification:
a) BlueCHiP shall indemnify and hold consultant harmless from and against
any and all loss, cost, and expense (including reasonable attorneys'
fees and costs) necessary for the defense of Consultant in connection
with any claim, demand, suit, action, cause of action or proceeding by
a third party arising as a result of the performance of the
Consultant's duties under this Agreement from and after the date of
execution hereof, provided that in connection with the performance of
any duty giving rise to such claim, demand, suit, action, cause of
action or proceeding, the Consultant acted (i.), in good faith and
(ii.)
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in a manner not opposed to the interests of BlueCHiP, and (iii.)
non-negligently and without willful or intentional misconduct.
b) Consultant shall indemnify and hold BlueCHiP harmless from and against
any and all loss, cost, and expense (including reasonable attorneys'
fees and costs) necessary for the defense of BlueCHiP in connection
with any claim, demand, suit, action, cause of action or proceeding by
a third party arising as a result of the performance of the BlueCHiP
duties under this Agreement from and after the date of execution
hereof, provided that in connection with the performance of any duty
giving rise to such claim, demand, suit, action, cause of action or
proceeding, BlueCHiP acted (i.) in good faith and (ii.) in a manner
not opposed to the interests of the consultant, and (iii.)
non-negligently and without willful or intentional misconduct.
Notwithstanding anything herein to the contrary, this section is not
intended to obligate Consultant to compensate BlueCHiP for the costs
of medical services that BlueCHiP is contractually obligated to
provide.
7) Miscellaneous:
This Agreement shall be governed, construed, and interpreted under the laws
of the State of Rhode Island. Section headings are for reference purposes
only. This Agreement shall be binding upon and inure to the benefit of
BlueCHiP, its successors and assigns, and to the Consultant, his/her heirs,
administrators, successors and assigns. This Agreement constitutes the
entire understanding of the parties hereto and supersedes all prior
representations and understandings whether oral or written. The invalidity
or unenforceability of any provision hereof shall in no way affect the
validity and enforceability of any other provisions. The waiver by either
party of a breach or violation of any provision hereof shall not operate or
be construed as a waiver of any other breach or violation hereof. Neither
this Agreement nor any interest herein shall be assigned by the Consultant
without the express prior written consent of BlueCHiP, which consent my be
withheld in BlueCHiP's sole and absolute discretion provided, however if
Consultant desires to assign this agreement to its parent, a subsidiary, or
an affiliate, BlueCHiP shall not unreasonably withhold its consent to such
assignment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first
written above.
COORDINATED HEALTH PARTNERS, INC. CONSULTANT
BlueCHiP
By:___________________________ By:_________________________________
For: CareAdvantage, Inc.
Title: Tax ID#:
Date: Date:
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CONSULTANT AGREEMENT Page 4 of 7
ATTACHMENT A
COMPENSATION
Exhibit A/FEE SCHEDULE
CareAdvantage, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
On the twenty-first (21) day of April 1997, and on the 21st day of each month
thereafter during the term of this Agreement, BlueCHiP shall pay Consultant for
its services under this Agreement forty-eight cents ($0.48) for each BlueCHiP
member on such date. In addition, Consultant shall be compensated for services
provided to BlueCHiP from March 17, 1997 through April 18, 1997 on an hourly
basis at the rate of one hundred dollars ($100) per hour, which compensation
shall be paid by BlueCHiP within thirty (30) days of its receipt of an invoice
for such services.
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ATTACHMENT B
DUTIES
CareAdvantage, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
o Participate as a member or guest of any internal or external committee
specified by BlueCHiP, in accordance with the duties, functions, and
procedures of those committees as defined in BlueCHiP Policies &
Procedures.
o Utilization management case reviews, including communication with providers
as necessary to gather information.
o Policy and Procedure Reviews
o Utilization management guidelines: formulations and/or review
o Formulation and/or review of clinical care guidelines
o Other duties as from time to time arise and to which Consultant agrees to
perform. All duties shall be in a field within the scope of Consultant's
license.
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ATTACHMENT C
CAREADVANTAGE, INC. PHYSICIAN CONSULTANTS
Xxxxxxx Xxxxx, M.D.
Xxxxxx Xxxx, M.D.
Xxxxxxx Xxxxxxx, M.D.
Xxxx Xxxxxxxx, M.D.
Xxxxxxx Xxxx, M.D.
+ Other reviews may be added with the approval of the BlueCHiP Medical
Director without amendment.
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