EXHIBIT 10.8
MASTER GROUP CONTRACT
DENTAL CARE PLUS, INC.
THE PURPOSE OF THIS MASTER GROUP CONTRACT between DENTAL CARE PLUS, INC.
("Dental Care Plus") and the Enrolling Unit ("Employer") is to provide dental
care benefits through Dental Care Plus to enrolled employees of Employer and
their eligible dependents upon the following terms and conditions:
1. Benefits Provided
Dental Care Plus shall make available, or cause to be provided, to
enrolled eligible employees of Employer and their enrolled eligible dependents
("Members") the dental care benefits described in the Certificate and any
amendments thereto. Dental Care Plus shall furnish to each enrolled employee a
Certificate which shall set forth the benefits to which such employee and
eligible dependents may be entitled, the limitations to those benefits, and the
conditions under which those benefits will be provided. Each enrolled employee
shall also receive an identification card.
2. Eligible Employees and Premium Rates
(a) Employees shall be eligible for dental care benefits as provided in
the Certificate.
(b) The Dental Premium rates (hereinafter referred to as "Rates") for each
enrolled employee for the dental care benefits designated in the Certificate are
set forth in the Application for Master Group Contract. These Rates shall remain
fixed for the period this Contract is in effect. Thereafter, Dental Care Plus
reserves the right to change the Rates by giving written notice to Employer at
least forty-five (45) days prior to the Renewal Date. If Dental Care Plus so
changes the Rates, Employer may terminate this Contract by giving written notice
of its intent to do so within such forty-five (45) day period. Such termination
would take effect on the Renewal Date.
3. Employer's Responsibilities
Employer agrees to:
(a) Pay Dental Care Plus the Rates for each enrolled employee in the
amounts and at the dates specified in the Application for Master Group Contracts
or as thereafter modified under this Contract. Employer shall make such payments
regardless of any arrangement of Employer to receive from, or otherwise charge
to, its enrolled employees all or any part of such Rates.
(b) Notify each employee who hereafter becomes eligible for enrollment,
and each employee eligible for enrollment during any enrollment period, of his
eligibility and the procedures for enrollment, and obtain and submit to Dental
Care Plus mutually acceptable applications for each such employee desiring to
enroll.
(c) Keep such records and furnish to Dental Care Plus such applications,
notices, or periodic reports as may reasonably be required by Dental Care Plus
for the purpose of enrolling eligible employees under this Contract, processing
terminations of coverage, effecting changes in the type of coverage of an
enrolled eligible employee by reason of a change in marital or family status,
determining the amount payable by Employer under this Contract, or other purpose
reasonably related to the administration of this Contract.
(d) Provide reasonable opportunities for Dental Care Plus to communicate
with eligible employees, either in person or in writing, prior to their
enrollment, which are consistent with
opportunities provided to other dental care benefits providers and sufficient to
allow employees the opportunity to make an educated decision concerning
enrollment.
4. Enrollment Opportunities
(a) Every eligible employee who shall have filed an application for
enrollment prior to the original Effective Date of this Contract, and upon its
acceptance by Dental Care Plus, shall become enrolled under this Contract for
the coverage described in the Certificate.
(b) Employer will add new employees and their eligible dependents to the
group of employees initially enrolled under this Contract, provided such new
employees meet the eligibility requirements and have elected such coverage.
Enrollment of new employees shall be made in accordance with the procedures set
forth in the Application for Master Group Contract.
(c) Dental Care Plus and the Employer may designate an Open Enrollment
Period ("Open Enrollment Period") once a year during which Dental Care Plus will
accept applications from eligible employees who either elected not to enroll
when initially eligible or who previously terminated their participation. Such
employees shall be eligible for enrollment only during an Open Enrollment
Period, unless otherwise agreed to by the parties.
(d) Coverage under this Contract for employees who are enrolled on or
before the Effective Date Shall commence as of the Effective Date. Thereafter,
coverage for any eligible employee making a timely application for enrollment
will commence as provided in the Certificate and the Application for Master
Group Contract.
5. Effective Date and Term
(a) The Effective Date of this Contract ("Effective Date") and the Renewal
Date ("Renewal Date") shall be designated in the Application for Master Group
Contract.
(b) The term of this Contract shall be for a period of one (1) year
following the Effective Date, unless specified differently, and unless
terminated sooner as provided herein, shall be automatically renewed on each
Anniversary Date for a one (1) year period beginning on such date upon the
payment and acceptance of Rates due on such Anniversary Date; provided that
wither Dental Care Plus or Employer may terminate this Contract without cause at
any time by giving forty-five (45) days prior written notice of termination to
the other party.
6. Termination
In addition to the right of termination provided in Sections 2 and 5, this
Contract may be terminated for the following causes and in the following manner;
(a) If Employer fails to pay the aggregate dental service Rate as
determined by Dental Care Plus on or before the due date of payment for such
Rates, Dental Care Plus may terminate this Contract, without notice, effective
at the expiration of the last period for which Employer paid such Rate.
Acceptance of a delinquent payment by Dental Care Plus shall not be deemed a
waiver of this provision of termination in the event of any future failure of
Employer to make timely payment of dental care service Rate.
(b) A grace period of thirty-one (31) days will be granted for the payment
of any Rates and during that time this Contract shall continue in force. In no
event shall any grace period extend beyond the date this Contract terminates.
The Contract shall automatically terminate (1) as of the end of the grace period
if any Contract charge remains unpaid, or (2) as of the date during any grace
period that Dental Care Plus receives written notice of termination from the
Employer. Termination
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of this Contract shall be without prejudice to any claim originating prior to
the effective date of termination. Upon termination of this Contract, the
Employer shall be liable to Dental Care Plus for the payment of any kind and all
prepaid Rates which are accrued and unpaid at the time of termination, including
a pro rata fee for any period the Contract was in force during the grace period,
if any, preceding the termination.
In the event this Contract is terminated under subsections (a) or (b)
above, Employer shall be liable for all Rates due Dental Care Plus through the
date of termination. Upon termination of this Contract, Dental Care Plus shall
cease to have any liability for benefits hereunder except as provided in the
Certificate.
7. Changes in Contract
Except as set forth in Section 2, Dental Care Plus reserves the right to
change the benefits, terms, and conditions thereof provided under this Contract
by giving Employer not less than forty-five (45) days notice prior to the
Anniversary Date.
8. Notices
All notices or demands under this Contract, shall be in writing and shall
be deemed to have been duly given if delivered by hand or mailed by registered
mail, postage prepaid, and addressed in a manner consistent with the Application
for Master Group Contract.
9. Limitation of Responsibility
The dentists who participate in the Plan are not employees of Dental Care
Plus. All dentists licensed by the State of Ohio and/or the Commonwealth of
Kentucky and practicing in the service area are eligible to participate in this
Plan. Therefore, Dental Care Plus is not responsible for any injury or harm a
patient whose treatment is covered by this Plan may receive from a provider. No
cause of action arising out of the relationship between a patient and a
participating dentist who provides dental services may be maintained against
Dental Care Plus.
Except as Employer is advised by Dental Care Plus from time-to-time,
Dental Care Plus does not undertake to furnish any dental care services but
shall pay for such services furnished to enrolled employees and their eligible
dependents as provided and limited by this Contract and in accordance with the
signed agreement between such providers of care and Dental Care Plus.
Employer agrees and acknowledges responsibility for compliance with
applicable laws governing Employer and Employee Benefit Plans, which may be a
requirement by entering into this Contract.
10. The Contract and Interpretation
This Contract, the Certificate, the Application for Master Group Contract,
and the individual applications and reclassifications submitted by employees of
Employer in connection with this Contract, constitute the entire agreement
between the parties with respect to the subject matter and are hereby
incorporated by this reference.
All employees and their dependents enrolled under this Contract shall have
only the rights and benefits, subject to the terms and conditions, set forth in
these documents. All statement contained in the individual applications and
reclassification submitted by employees of Employer in connection with this
Contract, in the absence of fraud, shall be deemed representations and
warranties, and no such statements shall void the coverage provided hereunder or
reduce any benefits unless contained in a written application of which a copy is
attached to this Contract.
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No waiver, modification or change in any provision of this Contract shall be
effective until approved in writing by a duly authorized officer of Dental Care
Plus and evidenced by an endorsement attached to this Contract. This Contract
shall be governed by and construed in accordance with the laws of the State of
Ohio and the Commonwealth of Kentucky.
11. Successors and Assigns
This Contract shall be binding upon and inure to the benefit of Dental
Care Plus, its successors and assigns. This Contract and the rights and
obligations conferred hereunder shall not be assignable by Employer, employees
of Employer or Members, except that Employer may assign this Agreement with the
prior written consent of Dental Care Plus.
12. Headings
The headings of the various sections have been inserted for convenience of
reference only and do not constitute a part of this Contract.
13. Invalidity
In the event any of the provisions contained in this Contract shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other
provisions and this Contract shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained herein.
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