Healthcare Direct Contracting Agreement

HEALTHCARE DIRECT CONTRACTING AGREEMENT

This Healthcare Direct Contracting Agreement (Agreement) is entered into as of Effective Date: by and between Provider Name: (Provider), Taxpayer Identification Number: and Direct Contracting Entity Name: (DCE).

RECITALS

WHEREAS, Provider is an organization licensed to deliver healthcare services and is duly qualified to perform the Services described below; and

WHEREAS, DCE operates a direct contracting arrangement to accept financial risk and coordinate care for assigned patients; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the parties agree as follows.

DEFINITIONS

"Agreement" means this document and any exhibits and appendices incorporated herein. "Covered Services" means the clinical services that Provider shall furnish to attributed patients under the terms of this Agreement. Specify Covered Services:

TERM & TERMINATION

Term: The initial term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated as provided herein. Either party may terminate this Agreement without cause upon days prior written notice to the other party.

Termination for Cause: Either party may terminate immediately for material breach, insolvency, loss of required licensure, or failure to comply with applicable law.

SCOPE OF SERVICES

Provider shall provide Covered Services to attributed patients in accordance with applicable professional standards and this Agreement. Specific clinical programs, care management responsibilities, and population health activities are described below.

PAYMENT, RISK SHARING, AND FINANCIAL ARRANGEMENTS

The parties agree to the following payment and risk-sharing arrangement (select all that apply):

Fee-for-service with reconciliation

Capitated PMPM PMPM Amount:

Shared savings model Shared Savings Rate:

Downside risk Risk Limit:

Reconciliation and Payment Timing: Reconciliations shall occur at the frequency specified in the reconciliation schedule. Reporting and settlement provisions are set forth in Exhibit A (Financial Terms).

DATA EXCHANGE, CONFIDENTIALITY & HIPAA

The parties shall exchange data necessary for care coordination, quality measurement, attribution and payment. All PHI exchanged shall be limited to the minimum necessary and handled in accordance with applicable privacy laws and the Business Associate provisions of this Agreement.

Provider acknowledges and agrees to the data use and disclosure parameters set forth herein and authorizes DCE to use Protected Health Information for care coordination and payment purposes until:

Certification: Provider certifies it will comply with applicable privacy and security requirements and acknowledges the Business Associate obligations under this Agreement.

QUALITY, PERFORMANCE MEASURES & REPORTING

Provider shall comply with the performance measures and quality standards established by DCE. Measures, targets, and reporting frequency are described below.

COMPLIANCE, REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it is duly organized, has authority to enter into this Agreement, and will comply with all applicable federal and state laws and regulations governing healthcare operations, billing, anti-fraud, and anti-kickback statutes.

Compliance Certification: Each party certifies that it maintains an effective compliance program and will promptly notify the other party of any regulatory inquiry or material noncompliance affecting performance under this Agreement.

INDEMNIFICATION & INSURANCE

Each party shall indemnify, defend and hold harmless the other party from claims arising out of its breach of this Agreement, negligence, or willful misconduct. Indemnification obligations shall be subject to applicable limitations and the insurance requirements set forth below.

Proof of Insurance Provided By: Proof Date:

BILLING, CLAIMS & AUDIT RIGHTS

Provider shall submit claims and encounter data in accordance with the billing procedures set forth by DCE. DCE or its designee shall have the right to audit Provider records relevant to payments, reconciliations, and compliance; Provider shall retain records for a minimum of years.

PATIENT ASSIGNMENT & ATTRIBUTION

Patient assignment and attribution method (select one or more as applicable):

Voluntary patient enrollment/assignment

Attribution algorithm (describe)

TRANSITION, CONTINUITY OF CARE & SURVIVAL

In the event of termination or expiration, the parties shall cooperate to ensure an orderly transition of care for attributed patients, including transfer of records and completion of in-progress authorizations. Provisions that by their nature should survive termination shall remain in effect.

NOTICES

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Governing law shall be the state agreed by the parties below.

ATTACHMENTS & EXHIBITS

The following attachments, exhibits and schedules are incorporated by reference and form part of this Agreement: Exhibit A (Financial Terms and Reconciliation), Exhibit B (Performance Metrics), Exhibit C (Data Exchange Specifications).

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