Document Index
PARTICIPATING PROVIDER AGREEMENT   1
ARTICLE I - DEFINITIONS   1



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PARTICIPATING PROVIDER AGREEMENT
This Participating Provider Agreement (together with all Attachments and amendments, this "Agreement")
is made and entered by and between Trinity HealtCare
LLC ("Provider") and WellBeing HealthPlan, Inc. ("Health
Plan" or "MCO") (each a "Party" and collectively the "Parties"). This Agreement is effective as of the date designated
by Health Plan on the signature page of this Agreement ("Effective Date").
WHEREAS, Provider desires to provide certain health care services to individuals in products offered by or
available from or through a Company or Payor (as hereafter defined), and Provider desires to participate in such
products as a Participating Provider (as defined herein), all as hereinafter set forth.
WHEREAS, Health Plan desires for Provider to provide such health care services to individuals in such
products, and Health Plan desires to have Provider participate in certain of such products as a Participating Provider,
all as hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals and mutual promises herein stated, the Parties hereby
agree to the provisions set forth below.
ARTICLE I - DEFINITIONS
When appearing with initial capital letters in this Agreement (including an Attachment(s)), the following
quoted and underlined terms (and the plural thereof, when appropriate) have the meanings set forth below.
1.1.
"Affiliate" means a person or entity directly or indirectly controlling, controlled by, or under
common control with Health Plan.
1.2.
"Attachment" means any document, including an addendum, schedule or exhibit, attached to this
Agreement as of the Effective Date or that becomes attached pursuant to Section 2.2 or Section 8.7, all of which are
incorporated herein by reference and may be amended from time to time as provided in this Agreement.
1.3.
"Clean Claim" has, as to each particular Product, the meaning set forth in the applicable Product
Attachment or, if no such definition exists, the Provider Manual.
1.4.
"Company" means, as appropriate in the context, Health Plan and/or one of or more of its Affiliates,
except those specifically excluded by Health Plan.
1.5.
"Compensation Schedule" means at any given time the then effective schedule(s) of maximum rates
applicable to a particular Product under which Provider and Contracted Providers will be compensated for the
provision of Covered Services to Covered Persons. Such Compensation Schedule(s) will be set forth or described in
one or more Attachments to this Agreement, and may be included within a Product Attachment.
1.6.
"Contracted Provider" means a physician, hospital, health care professional or any other provider of
items or services that is employed by or has a contractual relationship with Provider. The term "Contracted Provider"
includes Provider for those Covered Services provided by Provider.
1.7.
"Coverage Agreement" means any agreement, program or certificate entered into, issued or agreed
to by Company or Payor, under which Company or Payor furnishes administrative services or other services in
support of a health care program for an individual or group of individuals, and which may include access to one or
more of Company's provider networks or vendor arrangements, except those excluded by Health Plan.
1.8.
"Covered Person" means any individual entitled to receive Covered Services pursuant to the terms
of a Coverage Agreement.
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1.9.
"Covered Services" means those services and items for which benefits are available and payable
under the applicable Coverage Agreement and which are determined, if applicable, to be Medically Necessary.
1.10.
"Managed Care Organization" or "MCO" will have the same meaning as Health Plan.
1.11.
"Negative Balance" means an account balance in which Provider or Contracted Provider debits
exceed credits as a result of Health Plan or Payor overpayments or payments made in error.
1.12.
"Medically Necessary" or "Medical Necessity" shall have the meaning defined in the applicable
Coverage Agreement and/or applicable Regulatory Requirements.
1.13. "Participating Provider" means, with respect to a particular Product, any physician, hospital,
ancillary, or other health care provider that has contracted, directly or indirectly, with Health Plan to provide Covered
Services to Covered Persons, that has been approved for participation by Company, and that is designated by
Company as a "participating provider" in such Product.
1.14. "Payor" means the entity (including Company where applicable) that bears direct financial
responsibility for paying from its own funds, without reimbursement from another entity, the cost of Covered Services
rendered to Covered Persons under a Coverage Agreement and, if such entity is not Company, such entity contracts,
directly or indirectly, with Company for the provision of certain administrative or other services with respect to such
Coverage Agreement.
1.15.
"Payor Contract" means the contract with a Payor, pursuant to which Company furnishes
administrative services or other services in support of the Coverage Agreements entered into, issued or agreed to by
a Payor, which services may include access to one or more of Company's provider networks or vendor arrangements,
except those excluded by Health Plan. The term "Payor Contract" includes Company's or other Payor's contract
with a governmental authority (also referred to herein as a "Governmental Contract") under which Company or Payor
arranges for the provision of Covered Services to Covered Persons.
1.16.
"Product" means any program or health benefit arrangement designated as a "product" by Health
Plan (e.g., Health Plan Product, Medicaid Product, PPO Product, Payor-specific Product, etc.) that is now or hereafter
offered by or available from or through Company (and includes the Coverage Agreements that access, or are issued
or entered into in connection with such product, except those excluded by Health Plan).
1.17.
"Product Attachment" means an Attachment setting forth requirements, terms and conditions specific
or applicable to one or more Products, including certain provisions that must be included in a provider agreement
under the Regulatory Requirements, which may be alternatives to, or in addition to, the requirements, terms and
conditions set forth in this Agreement or the Provider Manual.
1.18.
"Provider Manual" means the provider manual and any billing manuals, adopted by Company or
Payor which include, without limitation, requirements relating to utilization management, quality management,
grievances and appeals, and Product-specific, Payor-specific and State-specific requirements, as may be amended
from time to time by Company or Payor.
1.19. "Regulatory Requirements" means all applicable federal and state statutes, regulations, regulatory
guidance, judicial or administrative rulings, requirements of Governmental Contracts and standards and requirements
of any accrediting or certifying organization, including, but not limited to, the requirements set forth in a Product
Attachment.
1.20.
"State" is defined as the state identified in the applicable Attachment.
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