Healthcare Rates Agreement

HEALTHCARE RATES AGREEMENT

This Healthcare Rates Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Payer Name: .

RECITALS

WHEREAS, Provider is duly licensed and qualified to provide the healthcare services described in this Agreement; and

WHEREAS, Payer arranges for payment for such healthcare services subject to negotiated rates, billing rules and the terms set forth herein.

DEFINITIONS

For purposes of this Agreement, "Covered Services" means those professional and/or facility services listed in the Fee Schedule section below. "Rate" means the amount payable by Payer to Provider for a specified Covered Service, as expressed in U.S. dollars.

PARTIES AND CONTACT INFORMATION

SERVICES AND FEE SCHEDULE

The Provider will render the Covered Services listed below. Payer shall pay Provider the Rates specified below for services rendered to eligible persons covered by Payer in accordance with the terms of this Agreement.

BILLING, PAYMENT AND ADJUSTMENTS

Provider shall submit claims in accordance with the billing requirements agreed by the parties. Payer will remit payment in U.S. dollars within days of receipt of a complete claim and supporting documentation.

Late payments shall accrue interest at a rate of unless otherwise prohibited by applicable law. Any adjustments to previously paid claims identified by Payer or Provider shall be made within 90 days of notice, subject to the audit provisions below.

AUDIT RIGHTS

Payer shall have the right to audit Provider's records directly related to claims for services rendered under this Agreement for a period of three (3) years from the date of payment. Any overpayment discovered as a result of such audit shall be repaid by Provider upon written demand within thirty (30) days, unless the parties agree otherwise in writing.

TERM AND TERMINATION

The initial Term of this Agreement shall commence on the Effective Date and continue until Expiration Date: , unless earlier terminated pursuant to this Agreement.

Either party may terminate this Agreement for material breach if such breach is not cured within thirty (30) days following written notice specifying the breach, or immediately for cause where required by applicable law.

CONFIDENTIALITY AND HIPAA COMPLIANCE

The parties acknowledge that certain information exchanged under this Agreement may constitute Protected Health Information (PHI). Each party shall comply with all applicable federal and state laws governing privacy and security of PHI, including applicable requirements for safeguarding, use, disclosure and breach notification.

Payer acknowledges that payment of Provider's invoices does not constitute acceptance of liability for clinical care and Payer shall not request or require Provider to alter clinical documentation for the purpose of inflating or misrepresenting services.

The undersigned parties acknowledge and agree to comply with applicable privacy and security requirements relating to PHI.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's negligent acts, omissions or willful misconduct in performance of this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total amounts paid or payable under this Agreement during the twelve (12) months preceding the claim.

NOTICES

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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