Start of Page No. = 1 7.14 Status as Independent Entities. None of the provisions of this Agreement is intended to create, nor shall be deemed or construed to create any relationship between Provider and All Health or a Payor other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement Neither Provider nor All Health /Payor. nor any of their respective agents, employees or representatives shall be construed to be the agent employee or representative of the other 7.15 Addenda Each Addendum to this Agreement is made a part of this Agreement as though set forth fully herein Any provision of an Addendum that is in conflict with any provision of this Agreement shall take precedence and supersede the conflicting provision of this Agreement with respect to the subject matter of the Addendum 7.16 Calculation of Time. The parties agree that for purposes of calculating time under this Agreement any time period of less than ten (10) days shall be deemed to refer to business days and any time period of ten (10) days or more shall be deemed to refer to calendar days unless the term "business" precedes the term "days" 7.17 Waiver of Breach The waiver of any breach of this Agreement by either party shall not constitute a continuing waiver of any subsequent breach of either the same or any other provision(s) of this Agreement Further, any such waiver shall not be construed to be a waiver on the part of such party to enforce strict compliance in the future and to exercise any right or remedy related thereto THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE, WHICH MAY BE ENFORCED BY THE PARTIES IN WITNESS WHEREOF the parties have executed this Agreement PROVIDER ALL HEALTH Smith Signature Health Net Signature Peanth Harvey DUONG MS Steve Carrol Print Name Print Name MEDICAL DIRECTOR VP Provider Network Management & Strategy Title Title Dummy Group Name Inc. Group Name (If Applicable) Date 3/28/2011 01-2345678 Tax Identification Number Effective Date 4/15/2011 2/2/2011 Date California Provider Participation Agreement For-Service Direct Network Template HN-DN-PPA-11-03-2010 18 This page has 2 signature. Start of Page No. = 2 EXHIBIT A-1 COMMERCIAL BENEFIT PROGRAMS DIRECT NETWORK FEE-FOR-SERVICE RATE EXHIBIT Subject to the terms of this Agreement, including without limitation the Payment Conditions set forth in Addendum E. All Health or Payor shall pay and Provider shall accept as payment in full for non-capitated Medically Necessary Covered Services delivered under commercial Benefit Programs pursuant to this Addendum, the lesser of (i) the rates listed below. or (ii) 100% of Provider's billed charges. -------Table Start-------- [["Category of Service","Compensation"],["Covered Services delivered or arranged by Provider. excluding Laboratory services","95% of CMS Allowable"],["Anesthesia Services when provided by an Anesthesiologist or Certified Registered Nurse Anesthetist (American Society of Anesthesiology (ASA) unit scale)","$39 ASA unit"],["Medical/Surgical Services by an Anesthesiologist or Certified Registered Nurse Anesthetist","95% of CMS Allowable"],["Laboratory Services performed in Provider or Professional Provider office","95% of CMS Allowable"],["Pharmaceuticals","95% of the Average Wholesale Price (AWP)"],["OB Services - CPT 59400: Global Obstetric care with vaginal delivery - CPT 59510: Global Obstetric care with cesarean delivery - CPT 59610: Vaginal Delivery after previous cesarean delivery - CPT 59618: Attempted vaginal delivery, resulting in cesarean","$1,700.00 $1,700.00 $1,700.00 $1,700.00"],["Immunizations","95% of the Average Wholesale Price (AWP) as determined by Health Net."],["General Health Panel - CPT 80050: General Health Panel CPT 80055: Obstetric Panel","$20.00 $15.00"],["By Report (BR) Procedures, Procedures not Listed and Procedures with Relativities not Established","75% of billed charges for Covered Services"]] -------Table End-------- California Provider Participation Agreement Fee-For-Service Direct Network Template HN-DN-PPA-11-03-2010 22 Start of Page No. = 3 EXHIBIT B-1 MEDICARE ADVANTAGE PROGRAM DIRECT NETWORK FEE-FOR-SERVICE RATE EXHIBIT I. Payment Rates Subject to the terms of this Agreement, including without limitation the Payment Conditions set forth in Addendum E, All Health shall pay and Provider shall accept as payment in full for non-capitated Medically Necessary Covered Services delivered under Medicare Advantage Benefit Programs pursuant to this Addendum, the lesser of: (i) the rates listed below, or (ii) 100% of Provider's billed charges -------Table Start-------- [["Category of Service","Compensation"],["Covered Services delivered or arranged by Provider","100% of CMS Allowable"],["General Health Panel",""],["- CPT 80050 General Health Panel","$20.00"],["- CPT 80055: Obstetric Panel","$15.00"],["By Report (BR) Procedures. Procedures not Listed and Procedures with Relativities not Established","75% of billed charges for Covered Services"]] -------Table End-------- California Provider Participation Agreement Fee-Fer-Service Direct Network Template HN-DN-PPA-11-03-2010 27 Start of Page No. = 4 EXHIBIT C-1 MEDI-CAL BENEFIT PROGRAM DIRECT NETWORK FEE-FOR-SERVICE RATE EXHIBIT Subject to the terms of this Agreement, including without limitation the Payment Conditions set forth in Addendum E, All Health shall pay and Provider shall accept as payment in full for non-capitated Medically Necessary Covered Services delivered pursuant to this Addendum, the lesser of: 100% of the State of California Medi-Cal Fee Schedule rates in effect at the time of service, subject to any adjustments made by the State of California under the applicable Medi-Cal Fee-For-Service Program; (ii) Fee-for-service rates for the commercial Benefit Program set forth in Addendum A. Exhibit A-1: or (iii) Provider's billed charges. California Provider Participation Agreement Fee-For-Service Direct Network Template HN-DN-PPA-11-03-2010 34