Provider Relations Agreement

Provider Relations Agreement

This Provider Relations Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client operates a network of service locations and requires qualified providers to render services to Client's members in accordance with Client's policies and applicable laws; and

WHEREAS, Provider represents that it is duly licensed, accredited where applicable, and qualified to provide the services described in this Agreement and desires to render such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to Provider's participation in Client's provider network;

1. Scope of Work

Provider shall perform the services described below in accordance with accepted professional standards, applicable licensure requirements, and Client policies.

2. Provider Responsibilities

Provider shall: (a) maintain all required licenses, certifications, and credentials; (b) comply with Client policies and program requirements when rendering services on behalf of Client; (c) maintain records of services sufficient to support billing and audits; and (d) permit Client to audit records as reasonably necessary to verify compliance.

3. Payment Terms

Client shall compensate Provider for services performed in accordance with the following terms.

If payment is not received within days of the invoice due date, Client may assess a late fee of % per month on the outstanding balance, or the maximum permitted by law, whichever is less.

4. Term and Termination

This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured after a commercially reasonable cure period, or immediately for reasons of fraud, criminal conduct, or imminent patient harm.

5. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is plainly identified as confidential or that a reasonable person would understand to be confidential. Each party shall maintain Confidential Information in strict confidence, use it only for performance under this Agreement, and not disclose it to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is publicly known through no fault of the recipient or that is required to be disclosed by law, provided the recipient gives prompt notice and cooperates in any protective measures.

6. Insurance and Indemnification

Provider shall maintain professional liability insurance with limits not less than per occurrence and general commercial liability with limits not less than . Provider shall deliver certificates of insurance upon request.

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Provider's negligent acts, omissions or willful misconduct in the performance of services under this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

7. Compliance with Laws and Standards

Each party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including but not limited to laws regarding licensing, patient privacy, fraud and abuse, and anti-kickback prohibitions.

8. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party designates in writing) by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11. Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

12. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its assets or business.

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