MEDSERV IPA, INC.
PARTICIPATION AGREEMENT FOR PHYSICIANS
This AGREEMENT (the "Agreement") is made and entered into this ____ day
of ______________, 1997, by and between MEDSERV IPA, INC. ("IPA"), and ______
____________________________________________ M.D. having a principal place of
business at ________________________________________________________________
("Physician").
WHEREAS, IPA intends to enter into agreements with third party payors
including insurers, self-insured employers, health maintenance organizations,
and other managed care organizations (collectively, "Plan(s)") for the
provision of primary care and specialty medical and surgical services to
Members; and
WHEREAS, IPA and Physician desire to enter into an agreement whereby
Physician agrees to provide Covered Services to Members of such Plans.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
1. DEFINED TERMS.
Terms used herein which are not otherwise defined in context and the
initial letters of which are capitalized shall have the following
definitions:
a. "Admitting Physician" means a physician who, in the normal
course and scope of his medical practice, admits patients for hospital care
on either an inpatient or treats patients within a hospital on an outpatient
basis.
b. "Co-payment" means those charges for professional services
which shall be collected directly by Physician from Member as payment in
addition to payments by a Plan, in accordance with the Member's Subscriber
Agreement.
c. "Covered Services" means those Medically Necessary health care
services and supplies which a Member is entitled to receive under a Plan's
benefit program and which are described and defined in the Member's
Subscriber Agreement and in the Plan's provider manual.
d. "Dependent" shall have the meaning assigned to it in the
Member's Subscriber Agreement.
e. "Emergency Services" means those health care services provided
to a Member in the event of the sudden onset of a symptom, illness or injury
requiring immediate medical or surgical care to prevent serious impairment of
health, or where taking the time to call his or her Primary Care Physician
might place the Member's life in danger. Heart attacks, strokes, poisoning,
loss of consciousness, and convulsions are examples of emergencies.
f. "Medical Director" means a Participating Physician who is
authorized by IPA to be responsible for administering IPA medical affairs.
The Medical Director shall also serve as IPA's liaison to Plans.
g. "Medically Necessary" means medical treatment required by a
Member as determined in accordance with accepted medical and surgical
practices and standards prevailing at the time of treatment and in conformity
with the professional and technical standards adopted by the Quality Care
Committee.
h. "Member" means a person who is enrolled in a Plan, including
enrolled Dependents, has selected a IPA Physician as their Primary Care
Physician, and is entitled to receive Covered Services. At such time as a
Member receives Covered Services from a Participating Physician, such Member
shall be deemed a patient of IPA.
i. "Participating Physician" means a physician duly licensed to
practice medicine by the applicable state authority and who has entered into
an agreement with IPA to provide Covered Services to Members.
j. "Participating Provider" means a participating hospital, a
physician, or any other health care practitioner or entity that has a direct
or indirect contractual arrangement with IPA and/or a Plan to provide Covered
Services to Members.
k. "Plan" means a benefit program of a third party payor which is
an insurer, self-insured employer, health maintenance organization or other
managed care organization and which has entered into an agreement pursuant to
which IPA is to provide Covered Services.
l. "Plan Schedule" means a document attached to this Agreement
relating to a particular Plan which is entitled "Plan Schedule" and which
provides an executive summary of the services to be rendered, compensation to
be paid, requirements to be met and additional terms and conditions of this
Agreement applicable to the particular Plan. In any instance where this
Agreement and a Plan Schedule are inconsistent in a particular circumstance,
the Plan Schedule shall govern. This Agreement may have more than one Plan
Schedule and additional Plan Schedules may be added from time to time in
accordance with the terms of this Agreement.
m. "Primary Care" means the field of general medicine, internal
medicine, family practice or pediatrics.
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n. "Primary Care Physician" means a physician licensed to practice
medicine who has executed the attached Primary Care Physician Participation
Schedule to provide Primary Care Covered Services and who has agreed to
provide Primary Care physician services to Members.
o. "Quality Management" means the process, plans and procedures by
which IPA or a Plan assures that the quality of care provided to Members
meets accepted medical standards. It may involve the establishment of a
Quality Care Committee to, among other things, monitor medical services
provided to Members and take action in any instance in which the competence
or professional conduct of a Participating Provider may be detrimental to
patient safety or to the delivery of patient care.
p. "Referral" means the process by which a Participating Physician
directs a Member to seek and obtain Covered Services from a health
professional, a hospital or any other provider of Covered Services.
q. "Specialist Care" means Covered Services rendered by a
Participating Physician who is not a Primary Care Physician.
r. "Specialist Care Physician" means a physician licensed to
practice medicine who has executed the attached Participating Specialist Care
Attachment to provide Specialist Care Covered Services and who has agreed to
provide Specialist Care physician services to Members.
s. "Subscriber" means the person who signs the application for
membership in the Plan and in whose name the subscription premium is paid. A
Subscriber signs for himself or herself and any Dependents.
t. "Subscriber Agreement" means the individual or family contract
with a Plan or any of its affiliates, including all amendments thereto, under
which a Subscriber and his or her Dependents are entitled to receive Covered
Services.
u. "Utilization Management" means the process, plans and
procedures by which IPA or Plan assures that Participating Providers are
efficient and follow economically sound practices in providing Covered
Services. It may involve the establishment of a Quality Care Committee to
set economic standards and procedures and to monitor and make appropriate
corrections which relate to the business, efficiency and economic aspects of
providing Covered Services.
2. SERVICES TO BE PERFORMED BY THE PHYSICIAN.
a. Services. Physician, within Physician's licensure and
expertise, agrees to provide or arrange to provide Covered Services, as
described in relevant Plan Schedule(s)
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incorporated herein by reference, to Members. Physician shall provide
Covered Services with the same standard of care, skill and diligence used by
similar physicians in the community in which such services are rendered.
b. Covering Physicians. Physicians agrees to provide or arrange
to provide coverage for all Members under the Physician's care twenty-four
(24) hours per day, each day of the year. If Physician is, for any reason,
from time to time unable to provide Covered Services when and as needed,
Physician may secure the services of a qualified physician (the "Covering
Physician") who shall render such Covered Services otherwise required of
Physician. Covering Physician must be approved by IPA to provide Covered
Services to Members and Physician shall notify IPA in advance of Covering
Physician providing any services hereunder by giving his or her name,
qualifications, address and telephone number and such other pertinent
information as shall be required by IPA. Physician shall be solely
responsible for securing services of such Covering Physician. It will be
Physician's responsibility to ensure that the Covering Physician (i) will not
seek reimbursement from the Plan for Covered Services under the terms of this
Agreement unless the payment arrangement with the Plan permits the Covering
Physician to be paid directly by the Plan for such services, (ii) will abide
by IPA's and Plan's policies and procedures including Utilization Management
and Quality Management, and (iii) agrees to be bound by all other provisions
of this Agreement relating to the delivery of Covered Services. Physician
agrees to accept responsibility for costs associated with any deviations of
Covering Physician from above requirements.
c. Ancillary Services. Physician agrees to refer all ancillary
services to Participating Providers, to the extent available, in accordance
with IPA Utilization Management procedures.
d. Hospital Admission Authorization. Physician shall admit
Members to a Participating Hospital in accordance with Utilization Management
procedures described in the Plan Schedules and/or in accordance with the
policies adopted by the IPA from time to time. Physician may not admit any
Member to any hospital on a non-emergency basis without pre-certification for
admission as prescribed in the Plan Schedules or in the IPA's policies.
e. Physician Referral. Primary Care Physicians shall not refer
Members except in accordance with Utilization Management procedures of the
Plan and/or policies adopted by the IPA from time to time, and shall (i)
refer a Member to another Participating Physician or Provider for
non-emergency Covered Services, or (ii) self refer for other than primary
care services, only upon compliance with the Referral Management Program as
prescribed by the Plan or IPA. Specialist Physicians shall provide non
emergency Covered Services (including diagnostic services) to a Member upon
referral, by the Member's Primary Care Physician unless such referral
authorization is not required and, if applicable, upon receipt of
authorization from IPA, except in case of emergency. Specialist Physicians
shall only refer a Member to another Participating Physician or other
Participating Provider for non-emergency Covered Services upon compliance
with the Referral Management Program. Failure of
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Physician to obtain such prior authorizations when applicable shall
constitute a material breach of this Agreement which shall entitle IPA, at
its option, to terminate this Agreement under Paragraph 8(a) below.
f. Data Requirements. Physician agrees to provide Plan with any
reasonably requested billing, claims or medical record information which is
necessary for the Plan to conduct utilization review and quality management
activities. The IPA shall inform Physician of the type and format of the
required data and the time-frames for submission of such data. The IPA
represents that it has been appointed as the Plan's agent for purposes of
conducting utilization management and related activities. Physician agrees
to comply with any such request for information from the IPA in a timely
manner.
3. COMPENSATION.
a. Compensation. Physician shall be paid compensation for Covered
Services provided to Members pursuant to (i) the rates, fees or capitation
payments set forth in the Plan Schedules or (ii) the rates and/or capitation
payments adopted by the IPA, as may be modified or adjusted from time to time
by the IPA, and applicable to the service and class of provider. The IPA
shall from time to time distribute information setting forth services, rates
of payment, co-payments, billing information and other arrangements pertinent
to Physician's compensation with respect to services to Members.
b. Charges to Members. Physician will look only to Plan for
compensation for Covered Services, except that Physician may seek
compensation from or make surcharges to a Member for i) services other than
Covered Services, or ii) co-payments or deductibles identified in the
applicable Plan Schedules.
c. Physician Responsibility. Physician shall be responsible to
collect for Physician's own account all co-payments and deductibles
applicable to Covered Services rendered to Members. Services rendered to
Members which are not Covered Services shall be solely the responsibility of
the Member.
d. Plan Schedules. Plan Schedules in respect of Plans for which
contractual arrangements with IPA exist as of the date of the Agreement are
attached to and are a part of this Agreement. Plan Schedules respecting
Plans with which contractual arrangements are made in the future shall become
a part of this Agreement in accordance with the provisions of Paragraph 8.e.
below. If any Plan Schedule which is a part of this Agreement is in conflict
with any provision of this Agreement, such Plan Schedule shall govern the
rights of the parties with respect to the matter in conflict.
e. Claims. Physician shall submit claims to the Plan, for all
Covered Services on the appropriate claim forms as soon as possible but in no
event later than sixty (60) days from date of service; provided, however,
that Plan may waive this requirement. Physician agrees to
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complete such claims information, including appropriate coding and completion
of HCFA-1500 or similar claims forms, in connection with services rendered
pursuant to this Agreement. All claim payments will be considered final
unless adjustments are requested in writing by Physician within the time
specified by the applicable Plan.
f. COB Obligations of Physician. Physician agrees to cooperate
with IPA and the applicable Plan for proper identification of claims subject
to Coordination of Benefits ("COB") or subrogation, and to bill and collect
from other payors such charges for which the other payor is responsible.
When Plan is determined to be secondary to any other payor including
Medicare, shall pay Physician no greater amount than the difference between
the amount received by Physician from the primary payor and the amount owing
under the applicable Plan Schedule.
g. Member Non-Recourse. In accordance with Section 38a-193 (c) of
the Connecticut General Statutes, Physician agrees that in no event,
including but not limited to, non-payment by Plan, Plan's insolvency or
breach of this Agreement, will Physician bill, charge, collect a deposit
from, seek compensation, remuneration or reimbursement from or have any
recourse against a Member or persons (other than the Plan) acting on the
Member's behalf for services provided under this Agreement. Physician
agrees that in the event of the Plan's insolvency or other cessation of
operations, to continue to provide services to Members through the period for
which premiums have been paid and until care has been appropriately
transferred to another physician. The Physician agrees that the provisions
of this Section shall survive the termination of this Agreement regardless of
the reason for termination, including the Plan's insolvency, and shall be
construed to be for the benefit of Members.
4. REPRESENTATIONS
a. Representations by IPA. IPA represents and warrants that it is
a Connecticut corporation. IPA makes no representation concerning the number
of Members it can or will refer to Physician under this Agreement.
b. Representations by Physician. Physician represents and
warrants:
(i) that Physician is a physician, duly licensed to practice
medicine in the State of Connecticut without restriction or sanction;
(ii) that if Physician is an Admitting Physician, Physician
will remain a member in good standing of the medical staff of a
Participating Hospital, with privileges that are appropriate to allow
admission of patients by Physician;
(iii) that Physician maintains, and agrees to continue to
maintain, in effect, at Physician's sole cost and expense, throughout the
entire term of this Agreement, a policy of professional malpractice
liability insurance with a licensed insurance company
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permitted to do business in the State of Connecticut to cover any loss,
liability or damage alleged to have been committed by Physician, or
Physician's professional agents, servants or employees. Where
malpractice coverage is maintained on a claims-made basis, appropriate
tail coverage insuring Physician against any claims relating to the
period that the Physician provides services hereunder. The limits of
liability provided by such insurance policy shall be at least as great as
established by the Board of the IPA from time to time and as required by
the applicable Plan; and
(iv) that Physician provides and agrees to continue to provide,
at Physician's sole cost and expense, throughout the entire term of this
Agreement, a policy or policies of insurance covering Physician's
principal place of business insuring Physician against any claim of loss,
liability or damage committed or arising out of the alleged condition of
said premises, or the furniture, fixtures, appliances or equipment
located therein, with limits at least as great as established by the
Board of the IPA from time to time and as required by the applicable Plan.
5. OBLIGATIONS OF PHYSICIAN
a. Hours. Physician agrees to be available to provide Covered
Services or to provide coverage for said services twenty-four (24) hours per
day, seven (7) days per week, three hundred sixty-five (365) days per year.
b. Proof of Insurance and Notice of Adverse Claims. Physician
shall provide IPA with a minimum of thirty (30) days prior written notice in
the event any of the insurance policies set forth in Paragraph 4 are
canceled, amended or not renewed. Upon request, Physician shall furnish to
IPA written evidence that the policies of insurance required under Paragraph
4 are in full force and effect. Physician agrees to provide written
notification to IPA in the event of any legal action arising out of services
provided to Members covered by IPA contracts with Plans within ten (10)
working days of any notice of such legal action.
c. Medical Records. Physician agrees to maintain records and to
provide information regarding services rendered to patients subject to this
Agreement to IPA, to applicable Plans, and to applicable state and federal
regulatory agencies, as may be reasonably required. Such obligations shall
not be terminated upon termination of this Agreement. Physician agrees to
permit Plan's or IPA's authorized representatives at all reasonable times to
have access upon reasonable request to books, records and other papers
relating to Covered Services rendered by Physician, and access to the cost
thereof and to the amounts of any payments received from Members or from
others on such Member's behalf. Physician agrees to retain such books and
records for a term of at least seven (7) years from and after the termination
of this Agreement. Physician further agrees to permit access to and
inspection, to the extent required by law, by IPA, Plans, the Connecticut
Secretary of State, the Connecticut Commissioner of Public Health, The United
States Department of Health and Human Services, and the Comptroller General
of the United States, at all reasonable times and upon demand, of all
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of those facilities, books and records maintained or utilized by Physician in
the performance of Covered Services pursuant to this Agreement.
d. Hospital Privileges. If Physician is an Admitting Physician,
during the entire term of this Agreement, Physician shall remain a member in
good standing of the medical staff of a [Participating Hospital], with
privileges that are appropriate to allow admission to a Participating
Hospital of patients by Physician.
e. Continuing Education. Physician shall attend and participate
in approved continuing education courses and shall attend, at the reasonable
request of the IPA, specialized training sessions and managed care programs
presented by Plan and/or IPA.
f. Compliance with IPA Rules. Physician agrees to be bound by the
rules, regulations and policies of IPA, as developed and adopted from time to
time by the IPA, and Physician recognizes that such provisions may be amended
from time to time. Physician agrees to cooperate with any administrative
procedures which may be adopted by IPA regarding the performance of Covered
Services pursuant to this Agreement.
g. Compliance with IPA Dispute Resolution Procedures. Physician
agrees to be bound by the IPA's Dispute Resolutions Policies and Procedures,
as in effect from time to time.
h. Physician Roster. Physician agrees that IPA and each Plan
which contracts with IPA may use Physician's name, address, telephone number
and specialty in the IPA or Plan directory of Participating Providers.
i. Cooperation with Plan Medical Directors. Physician understands
that Plans will place certain obligations upon IPA regarding the quality of
care received by Members and that in certain instances will have the right to
review the quality of care administered to Members. Physician agrees to
cooperate with Plan or IPA Medical Directors, as applicable, in the Medical
Directors' review of the quality of care administered to Members, to
participate in IPA's Quality Care Committee and Utilization Management
subcommittees and to comply with the policies adopted by the IPA and such
committees from time to time.
j. Binding Agreement. Physician agrees to be bound by all of the
terms and conditions, applicable to Physician, of each and every agreement
between IPA and any Plan with respect to which Physician has agreed to
participate under this Agreement; provided, however, that in any instance in
which there is a conflict between any Plan agreement and either this
Agreement or the applicable schedule to this Agreement, the Plan agreement
shall prevail.
k. Closure of Practice. Physician may close his/her practice to
new patients upon thirty (30) days prior notice to IPA, provided that the
practice shall be closed to all new patients except family members of
existing patients.
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l. Compliance with Law and Ethical Standards. Physician shall at
all times, during the term of this Agreement comply with all applicable
federal, state or municipal statues or ordinances, all applicable rules and
regulations of the Board of Registration in Medicine and the ethical
standards of the American Medical Association.
m. Nondiscrimination. Physician agrees not to differentiate or
discriminate in its provision of Covered Services to Members because of race,
color, national origin, ancestry, religion, sex, marital status, sexual
orientation or age.
6. MEDICAL RECORDS.
With respect to each Member receiving Covered Services hereunder,
Physician shall maintain medical records in such form, containing such
information, and preserved for such time period(s), and shall keep such
records confidential, all as are required by state and federal law. To the
extent permitted by law, in accordance with procedures required by law and
upon receipt of reasonable notice from IPA or Plan, Physician shall permit
IPA or Plan to inspect and make copies of said records.
7. TERM OF AGREEMENT.
This Agreement will become effective ________________, 199__ and remain
in effect through _____________________, 199__, unless sooner terminated
pursuant to the terms of this Agreement. This Agreement will automatically
renew for successive periods of twelve (12) months each on the same terms and
conditions contained herein, unless sooner terminated pursuant to the terms
of this Agreement.
8. TERMINATION OF THE AGREEMENT.
a. Termination With Cause. This Agreement may be terminated with
cause by either party upon sixty (60) days prior written notice to the other
party if the other party violates or fails to comply with any of the material
requirements of this Agreement, or if any of the representations made in
Paragraph 4 by the other party are not or cease to be true; provided,
however, that the breaching party shall be given an opportunity to cure such
breach during the sixty (60) day notice period. If the breach is cured
during such notice period, then this Agreement shall remain in effect.
b. Immediate Termination. Notwithstanding any other provision of
this Agreement to the contrary, the IPA shall have the right to terminate
this Agreement immediately in the event that the Physician:
(i) shall have his or her license to practice medicine revoked
or subject to sanction;
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(ii) is subject to the loss, suspension or reduction of (i)
medical staff privileges at any hospital or (ii) federal or state
controlled substance registrations;
(iii) undertakes any activity which results in jeopardy to the
life, health or safety of patients; or
(iv) fails to comply with a Plan's or IPA's policies and
procedures, as adopted from time to time.
c. Termination Without Cause. This Agreement may be terminated
by either party at any time without cause upon at least ninety (90) days
prior written notice to the other party.
d. Suspension. Pending the final adjudication of any action to
revoke, sanction or reduce a license to practice medicine or privileges at a
hospital, or upon failure of the Physician to satisfy the participation
criteria of any Plan, the President of IPA may suspend the Physician's
provision of Covered Services pursuant to this Agreement or to the Members of
a Plan, as the case may be. Any Physician subject to such action may seek
reinstatement by filing a petition with the Board of Directors pursuant to
procedures approved by the Board; provided, however, that no Physician shall
be eligible for reinstatement unless the proceeding leading to suspension has
been finally adjudicated in favor of the Physician or the Board of Directors
finds by clear and convincing evidence that such proceeding, if conducted,
would be finally adjudicated in favor of the Physician.
e. Failure to Accept Plan Participation. For each Plan with which
the IPA contracts, the IPA shall provide to Physician a description of the
Plan contract. Physician understands and agrees that the IPA shall review,
evaluate and, in some instances, negotiate contracting options with the
various Plans. The IPA may act as a messenger to facilitate discussions
concerning non-risk contracts with Plans ("Non-Risk Contracts") and may
negotiate contracts with Plans which require the IPA and Physician to bear
economic risk as part of the contract's terms ("Risk Contracts").
Physician agrees to participate in, and to accept the terms and
compensation negotiated by IPA with respect to each Plan except where the
Physician is required to give IPA notice of election for participation, or
may elect that to participate under applicable law.
Within fifteen (15) days of receipt of IPA's notice of a Non-Risk
contract, Physician may notify the IPA of his/her intent to participate in
the Contract (the "Opt-in Notice"). If the IPA does not receive an Opt-in
Notice from Physician then the time period prescribed above, Physician shall
be designated as not participating in Contracts where the Physician must
provide a notice of election to participate and shall be designated
participating where the Physician must elect not to participate.
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IPA may request that Physician execute documents indicating participation
in a particular Risk or Non-Risk Contract.
f. Responsibility for Members Upon Suspension or at Termination.
Physician shall continue to provide Covered Services to a Member who is
receiving Covered Services from Physician on the effective date of suspension
of participation under, or termination of, this Agreement until the then
existing spell of illness is completed, unless IPA or Plan makes reasonable
and medically appropriate provision for the assumption of such Covered
Services by another Participating Provider. Physician agrees to cooperate
with the IPA and the Plan in the proper transition of care to another
Participating Physician. For the period after termination, specified in the
applicable Plan Schedule, IPA or Plan, as applicable, shall pay Physician for
those Covered Services provided to a Member in accordance with the
compensation methodology described in the Plan Schedule or, if applicable,
developed by the IPA.
g. Liability Upon Termination. The contractual obligations
(including but not limited to payment of deficits or a loss of withholds) of
Physician under this Agreement and a Plan Schedule which arise or accrue
prior to the effective date of termination will survive termination of this
Agreement.
9. UTILIZATION/QUALITY MANAGEMENT
a. IPA shall establish a Quality Care Committee which shall be
responsible for the continuing review of the care provided to Members by
Participating Providers. The Quality Care Committee shall also establish a
Utilization Management program to review the cost effectiveness of Covered
Services furnished by Physician to Members on an inpatient and outpatient
basis. Such program will include pre-admission, concurrent and retrospective
review. Physician shall comply with the Utilization Management program and
with any additional Utilization Management requirements imposed by IPA or a
Plan.
b. Physician agrees to be bound by and comply with policies and
procedures established by the Quality Care Committee. Physician agrees that
the Quality Care Committee may deny Physician payment hereunder for those
Covered Services provided to a Member which are determined not to be
Medically Necessary or in respect of which Physician failed to receive a
required prior consent/authorization or follow policies or procedures which
are developed and adopted by a Plan and/or IPA. IPA may also impose
financial penalties and/or terminate this Agreement immediately if Physician
fails to comply with the IPA's Utilization Management policies or
recommendations.
c. Failure to comply with the requirements of this paragraph 9
shall be deemed by IPA to be a material breach of this Agreement and shall,
at IPA's option, be grounds for immediate termination of this Agreement.
10. RIGHT OF FIRST OPPORTUNITY.
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The Physician hereby grants IPA the first opportunity to negotiate Risk
Contracts and enter into Risk Contracts with a Plan on behalf of the
Physician in accordance with the following terms:
a. If the Physician is contacted by a Plan for the purpose of
participating in the Plan, or if the Physician desires to participate in a
Plan or to renew a contract where the IPA also has a contract with such Plan
in effect, in any case after the effective date of this Agreement, the
Physician agrees to promptly notify IPA in writing of such offer. IPA will
have sixty (60) days from the date of notice to execute a letter of intent to
enter into a definitive agreement with the Plan and an additional one hundred
twenty (120) days after execution of the letter of intent to negotiate and
execute a definitive agreement between IPA and the Plan. The Physician
agrees to suspend all negotiations with such Plan during the period in which
IPA is conducting negotiations with the Plan. IPA agrees to promptly notify
the Physician if IPA decides not to contract with the Plan or is otherwise
unable to reach an acceptable agreement with such Plan, and in either such
case the Physician may after such notice negotiate and execute a separate
agreement with the Plan. IPA will use its best efforts to exercise its right
of first refusal in an expeditious manner.
b. If IPA is contacted by a Plan for the purpose of entering into
an agreement with the Plan, or if IPA contacts a Plan for the purpose of
entering into a contract with the Plan, IPA will promptly notify the
Physician in writing of such contact. The Physician agrees to suspend or
forego separate negotiation of a contract with the Plan during a one hundred
twenty (120) day period from the date of such notice, during which time IPA
may negotiate a definitive agreement between IPA and the Plan. IPA agrees to
promptly notify the Physician if it decides not to contract with the Plan or
is otherwise unable to reach an acceptable agreement with such Plan, and in
either such case, the Physician may after such notice negotiate and execute a
separate agreement with the Plan.
c. If the Physician has in effect a contract with a Plan as of the
date that IPA first executes a contract with a Plan, then the Physician
agrees not to renew such contract as of its expiration date and instead to
participate in such Plan through IPA as of such expiration date.
11. GENERAL PROVISIONS.
a. Notices. Any notices required or permitted to be given
hereunder by either party to the other may be given by personal delivery in
writing or by registered or certified mail, postage prepaid, with return
receipt requested. Notices shall be addressed to Physician at the address
appearing in the introductory paragraph on the first page of this Agreement,
and to IPA as follows:
MedServ IPA, Inc.
1520 Highland Avenue
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Cheshire, Connecticut 06410
Attn: Associate Chief Executive Officer
Each party may change such party's address by written notice given in
accordance with this paragraph. Notices delivered personally will be deemed
communicated as of actual receipt; mailed notices will be deemed communicated
as of three days after mailing.
b. Entire Agreement of the Parties. This Agreement supersedes any
and all agreements, either written or oral, between the parties hereto with
respect to the subject matter contained herein and contains all of the
covenants and agreements between the parties with respect to the rendering of
Covered Services to Members. Each party to this Agreement acknowledges that
no representations, inducements, promises, or agreements, oral or otherwise,
have been made by either party, or anyone acting on behalf of either party,
which are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding.
c. Severability. If any provision of this Agreement is held by a
court of competent jurisdiction or applicable state or federal law and their
implementing regulations to be invalid, void or unenforceable, the remaining
provisions will nevertheless continue in full force and effect.
d. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut.
e. Assignment. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties to it, and their respective heirs, legal
representatives, successors and assigns. Notwithstanding the foregoing,
neither Physician or IPA may assign any of their respective rights or
delegate any of their respective duties hereunder without receiving the prior
written consent of the other party which consent shall not be unreasonably
withheld.
f. Independent Contractor. At all times relevant and pursuant to
the terms and conditions of this Agreement, Physician is and shall be
construed to be an independent contractor practicing Physician's profession
and shall not be deemed to be or construed to be an agent, servant or
employee of IPA.
g. Confidentiality. The terms of this Agreement and in particular
the provisions regarding compensation, are confidential and shall not be
disclosed except as necessary to enforce the performance of this Agreement or
as required by law.
h. Waiver. The waiver of any provision, or of the breach of any
provision, of this Agreement must be set forth specifically in writing and
signed by the waiving party. Any such waiver shall not operate or be deemed
to be a waiver of any prior or future breach of such provision or of any
other provision.
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i. Amendment. This Agreement may be automatically amended by IPA
to comply with any amendments to Plan Schedules or any subsequent agreements
entered into between IPA and a Plan or to comply with any applicable state or
federal law or regulation or other governmental requirement. Any other
amendments must be mutually agreed to in writing by IPA and Physician.
Executed on the date and year first above written.
PHYSICIAN
By:___________________________________(signature)
___________________________________, M.D. (print name)
Date:________________
MEDSERV IPA, INC.
By:___________________________________(signature)
___________________________________(print name)
Date:________________
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