query-orchestration/assets/fields/investment_pdf_sample-AC.csv

1	Contract Name	Agreement_Name (Contract Title)	PAYER NAME	Health Plan State	Affiliate (Y/N)	Credentialing Application Indicator	Term Clause	Contract Auto-Renewal Indicator	Termination Date	Termination Upon Notice - Days	Termination With Cause - Days	Non-Renewal Language	Non-Renewal - Days	Amend Contract Upon notice Flag (Y/N)	Timeframe to Object - Days	Assignments Clause (Y/N)	Contract Effective Date	IRS #	IRS_Name	MULTIPLE IRS NAMES	NPI (10-digits)	NPI Name	PROV_GROUP_TIN_SIGNATORY	PROV_TIN_OTHER	PROV_NPI_OTHER	Notice to Provider Name	Notice to Provider Address	Sequestration Language	Sequestration Reductions (Y/N)	Parent Agreement Code	Pages	Delegated Function Indicator	Delegated Terms	ECM	National Agreement Indicator	Cost Settlement (Y/N)	Cost Settlement (Language)	Late Paid Claims (Y/N)	Late Paid Claims (Language)	Deemer Amendment	Regulatory Requirements	Recovery Rights	Arbitration and Disputes	Exclusivity Requirement (Y/N)	Exclusivity Requirement (Language)	Payor	Participation in Products	Clean Claim	Independent Review (Y/N)	Independent Review (Language)	Indemnification	Access to Medical Records	Member Confinement Days Language (Y/N)	Member Confinement Days Language (Language)	Network Access Fees (Y/N)	Network Access Fees (Language)	Payment in Advance of Claims Submission Language (Y/N)	Payment in Advance of Claims Submission Language	Eligibility Verification	Preauthorization	Policies and Procedures	Insurance Requirement	Carve-Out Vendors	Conflicts Between Certain Documents (Y/N)	Conflicts Between Certain Documents (Language)	Relationship of Parties (Y/N)	Relationship of Parties (Language)	Nonstandard Appeals Process (Y/N)	Nonstandard Appeals Process (Language)	Product Removal	Disparagement Prohibition (Y/N)	Disparagement Prohibition (Language)	Claims Editing Language (Y/N)	Claims Editing Language (Language)	Guarantee of Provider Yield (Y/N)	Guarantee of Provider Yield (Language)	HCBS Services	PMPM	Invoice Pricing (Y/N)	Invoice Pricing (Language)	Template	Provider-Based Billing Exclusion (Y/N)	Provider-Based Billing Exclusion (Language)
2	Filename: chc_1.txt	ANCILLARY AGREEMENT	Sample Company Name, Inc	Texas	Y	Y	SECTION 10 - TERM AND TERMINATION 10.1 Term. Unless otherwise agreed upon by the parties, this Agreement shall commence on the Effective Date as indicated on the signature page of this Agreement, and shall continue for an initial term of one (1) year. The Agreement shall automatically renew for periods of one (1) year, unless either party terminates the Agreement as allowed in any of the following circumstances: a. either party terminates the Agreement as allowed herein; or b. the parties terminate this Agreement by mutual agreement in writing effective on a mutually agreed upon date, subject to any applicable laws, rules and/or regulations. Regardless of the Effective Date or any renewal date of this Agreement, Contracted Provider acknowledges that neither Community nor a Member shall have any obligation to pay for Covered Services rendered by Contracted Provider or Healthcare Professional, until such time as Contracted Provider completes Community's credentialing process and receives approval from Community's credentialing body. 10.2 Termination Without Cause, Following the initial term as defined in 10.1, either party may terminate this Agreement at any time, without cause, upon ninety (90) calendar days' notice to the other party. 10.3 Termination With Cause. Either party may terminate this Agreement for material breach of any of the terms or provisions of this Agreement by providing the other party with at least ninety (90) calendar days' advance written notice specifying the nature of the alleged material breach. During the first sixty (60) calendar days of the above referenced notice period, if the breaching party cures the breach to the reasonable satisfaction of the non-breaching party, in the non-breaching party's sole discretion, and upon mutual agreement between the Parties, the Agreement shall not terminate at such time. 10.4 Immediate Termination. Community, at its sole election, may terminate this Agreement, and/or participation of any Healthcare Professional rendering services under the terms of this Agreement, immediately upon written notice to Contracted Provider in the event of any of the following: (I) suspension, revocation, condition, expiration, or other restriction of Contracted Provider's or its Healthcare Professionals" licensure, certification, and/or accreditation; (ii) failure to meet or maintain Community credentialing/re-credentialing standards, as determined by the Community in its sole discretion; (iii) suspension, limitation or bar of Contracted Provider or its Healthcare Professionals from participation in any government healthcare program; (iv) Contracted Provider's or its Healthcare Professionals breach of Section 5,9 ("Member Hold Harmless"); (v) determination by a government agency or any judicial or administrative review body that Contracted Provider or its Healthcare Professionals have engaged or are engaging in fraud; (vi) failure by Contracted Provider or its Healthcare Professionals to maintain the general and/or professional liability insurance coverage requirements of this Agreement; (vii) Community's reasonable determination that termination of Agreement or Contracted Provider or its Healthcare Professional is necessary for health and safety of Member(s); or (viii) any other grounds that are not in bad faith.	Y		90	90	10.2 Termination Without Cause, Following the initial term as defined in 10.1, either party may terminate this Agreement at any time, without cause, upon ninety (90) calendar days' notice to the other party.	90	Y		Y	9/1/2019	12-3456789	ABC Center	ABC Center	1234567890	ABC Center				ABC Center	123 Maple Street, Springfield, TX 77471		N	1	38	N			N	N		Y	Community will pay Providers interest at a rate of 18% per annum on all clean claims that are not adjudicated within 30 days.		2.5 Regulatory Compliance. Community agrees that it shall comply with all applicable requirements of State and federal authorities, all municipal ordinances and regulations, and all State and federal statutes and regulations now or hereafter in force and effect which bear upon the subject matter of this Agreement.	4.6 Claim Audits. With the following exceptions, Community must complete all audits of a Provider claim no later than 2 years after receipt of a Clean Claim, regardless of whether the Provider participates in the Community's network: a) in cases of provider Fraud, Waste, or Abuse that Community did not discover within the 2-year period following receipt of a claim; b) when regulatory officials or entities conclude an examination, audit, or inspection of a Provider more than 2 years after Community received the claim; c) when HHSC has recovered a capitation from Community based on a Member's ineligibility. If an exception to the 2-year limitation applies, then Community may recoup related payments from providers. If an additional payment is due to Provider as a result of an audit, Community must make the payment no later than 30 days after it completes the audit. If the audit indicates that Community is due a refund from Provider, except for retroactive changes to a Member's Medicaid eligibility, Community must send Provider written notice of the basis and specific reasons for the recovery no later than 30 days after it completes the audit. If the provider disagrees with Community's request, Community must give Provider an opportunity to appeal, and may not attempt to recover the payment until the provider has exhausted all appeal rights.	8,1 Dispute Resolution. The parties agree to meet promptly in good faith to resolve any controversy or dispute that may arise out of or relating to this Agreement that cannot be resolved informally. Neither party shall unreasonably refuse or delay the other party's request for such meeting. If the parties are unsuccessful in resolving such controversy or dispute, the dissatisfied party shall submit a written complaint (the "Complaint") to the other party (the "Responding Party"), which complaint shall set forth with specificity the basis of the complaint and the proposed resolution. The Responding Party shall respond in writing to the Complaint within thirty (30) calendar days of receiving the Complaint. The Responding Party's written acceptance, rejection or modification of the proposed resolution will constitute the Responding Party's final determination. If the parties are unable to resolve the dispute within ten (10) calendar days from the date that the Responding Party responds to the Complaint, the controversy or dispute may be submitted to non-binding mediation in Harris County, Texas, at the request of any party, and the parties shall attempt to resolve the matter, in good faith, prior to the institution of any litigation or other legal action. The parties agree to select an individual qualified under the requirements of Chapter 154, Texas Civil Practice and Remedies Code, as amended, to serve as mediator. Failing agreement to name a mediator, the Parties agree to have a mediator appointed by a court of competent jurisdiction. Nothing in this paragraph shall preclude either party from seeking remedies in law or equity. Either Party may impose shortened time limits in this section if the dispute is subject to the time limits in Section 843 of the Texas Insurance Code.	Y	11.4 Non-Exclusivity, This Agreement shall not be an exclusive agreement between Community and Contracted Provider. Nothing herein shall be construed to restrict the rights of Contracted Provider (and any Healthcare Professionals) or Community to participate in other preferred provider plans, health maintenance organizations, or other managed care systems.	1.25 Payor. Community, or any other public or private entity (including, but not limited to, the federal government, the State, employers, insurance carriers, self-funded plans, associations, trust funds, and health maintenance organizations), which provides, administers, funds, insures, or is responsible for paying Participating Physicians or Participating Providers for Covered Services rendered to Members.		1.7 Clean Claim. An electronic claim or paper claim for payment for services that meets the Texas and/or federal statutory and regulatory requirements for "clean claim.\	N		Contracted Provider will at all times hereafter indemnify, defend, and hold harmless Community and its representatives, officers, directors, employees, and agents individually and collectively from any and all causes of action, liabilities, claims, or other expenses (including, without limitation, costs of suit and attorney's fees, and mediation expenses) which might be asserted against Community and its representatives, officers, directors, employees, and agents, individually and collectively arising from, or pertaining to, any acts or omissions of Contracted Provider or Healthcare Professionals under this Agreement; provided, however, that to the extent that any such causes of action, costs, or fees are compensated for by insurance purchased by Community, Contracted Provider shall not be required to reimburse Community or insure for same. Contracted Provider shall further indemnify, defend, and hold harmless Community, and as applicable, any Payor, and their representatives, officers, directors, employees, and agents individually and/or collectively from any and all causes of action, liabilities, claims, or other expenses (including, without limitation, costs of suit, attorney's fees, and/or mediation expenses) that might be asserted against Community and its representatives, officers, directors, employees, and agents individually arising from, or pertaining to, the failure or refusal of Contracted Provider to pay its subcontractors and/or the members of its provider network for services and/or goods and equipment provided to Members. Contracted Provider agrees that all Healthcare Professionals" contracts related to the provision of services under this agreements, Contracted Provider will require that the Healthcare Professionals providing such service hold harmless Community and any Payor as applicable, and their representatives, officers, director, employees, and agents in the event of Healthcare Professional's failure or refusal to make payment for any reason and whether due to Healthcare Professional's insolvency or otherwise.	4.2 Medical Records. Contracted Provider shall maintain a complete medical record for each Member for which Contracted Provider or Healthcare Professional renders Covered Services hereunder. Such medical records shall include the recording of a Contracted Provider's services and such other records as may be required by law. Such records shall be maintained in accordance with all applicable present and future local, State, and federal laws, rules, and regulations and shall be safeguarded against loss, destruction, and unauthorized use. All medical records shall be treated as confidential so as to comply with all State and federal laws, rules, and regulations regarding the confidentiality of patient records. Contracted Provider shall retain such medical records for a period of ten (10) years following termination of this Agreement or as mandated by any applicable State or federal law.	N		N		N		3.5 Eligibility. Except where Emergency Services, including screening for emergency medical conditions, are required, Contracted Provider shall verify Member's eligibility for the services requested prior to the rendering of such services. Community shall make reasonable business efforts to timely confirm the eligibility of any Member when such is in question. Contracted Provider recognizes that a Member's eligibility may retroactively change, which may change Community's responsibility for payment. If Community makes payment to Contracted Provider and retroactively discovers a change in the Member's eligibility, Community may adjust or recoup such payment in accordance with Section 5,5 of this Agreement.	3.10 Prior Authorization and Referrals, When required under a Benefit Plan/Program, Community or applicable Payor protocols, or the Utilization Management Program, Contracted Provider agrees to obtain Prior Authorization or Referral in advance of providing Covered Services, except for Emergency Services. Contracted Provider acknowledges that failure to obtain required Prior Authorization or Referral will impact Contracted Provider's compensation for said Covered Services. For a situation involving Emergency Services, Contracted Provider agrees to ensure that Community or Payor is notified as soon as possible, but no later than twenty-four (24) hours after the provision of Covered Services or the ordering of the other Covered Services, or on the next business day.	Contracted Provider shall comply with all policies and procedures identified in the Provider Manual. Community reserves the right to revise the Provider Manual in its sole discretion from time to time. Community will use best efforts to inform Provider at least ninety (90) calendar days prior to the effective date of changes that materially affect the rights or responsibilities of Provider under this Agreement. Revisions to the Provider Manual shall not constitute amendments to this Agreement for purposes of Section 11.10.	7.1 Professional and General Liability. Contracted Provider agrees to purchase and maintain during the term of this Agreement, at its sole cost and expense, policies of general liability, professional liability, and other insurance as shall be necessary to adequately insure Contracted Provider and Healthcare Professionals, agents, and employees against any claim or claims for damage arising by reason of personal injury or death occasioned directly or indirectly in connection with the performance of any procedure or service provided hereunder, the use of any property and facilities provided by Contracted Provider, and activities performed by Contracted Provider and Healthcare Professionals in connection with this Agreement. Such policies shall provide coverage in the amounts acceptable to Community, but in no event shall professional liability insurance be less than One Hundred Thousand Dollars ($100,000) for each person and Three Hundred Thousand Dollars ($300,000) for each single occurrence for bodily injury or death and One Hundred Thousand Dollars ($100,000) for each single occurrence for injury to or destruction of property, unless a lesser amount is determined sufficient by Community in writing. Such professional liability coverage shall include "tail" coverage of the same limits as stated above for any "claims-made" policy as necessary to continue coverage until any applicable statute of limitations has expired. Contracted Provider shall require of Contracted Provider's professional liability insurance carrier that Community be named as a party entitled to thirty (30) calendar days prior written notice of an intent to cancel or terminate such insurance. Upon execution of this Agreement, Contracted Provider shall provide to Community written proof from Contracted Provider's carrier(s) of the coverages required under this Section.		Y	11.17 Exhibits. Each Exhibit to this Agreement is made a part of this Agreement as though set forth fully herein. Any provision of an Amendment that is in conflict with any provision of this Agreement and its Exhibit shall take precedence and supersede the conflicting provision of this Agreement and Exhibit. Any provision of this Agreement that is in conflict with any provision of an Exhibit, other than an Amendment, or that is in conflict with any provision of the Provider Manual shall take precedence and supersede the conflicting provision of the Exhibit or the Provider Manual.	N		N			N		Y	5.3 Claims Coding/Editing Determinations. Payor shall utilize CMS, state Medicaid and/or other nationally recognized claims and payment processing policies, procedures, and guidelines, which may include claim and code audit and edit determinations and other claims logic as may be implemented by Payor. Upon request by Contracted Provider, Payor shall forward to Contracted Provider a description and copy of Payor's coding guidelines, including any underlying bundling, recoding, or other payment process and fee schedules applicable to specific Covered Services rendered by Contracted Provider, Payor shall forward such coding guidelines and fee schedules not later than the thirtieth (30th) day after receipt of Contracted Provider's request. Payor shall include the name, edition, and model version of the software that Payor uses to determine bundling and unbundling of claims. Further, Payor shall forward to Contracted Provider a notice of changes to Payor's coding guidelines and fee schedules that will result in a change of payment to Contracted Provider. Such notice of changes shall not later than the ninetieth (90th) day before said changes take effect, unless such changes are required by CMS, TDI, or other regulatory entity, in which Payor shall provide as much notice as reasonably possible. Payor shall not make retroactive revisions to the coding guidelines and fee schedules.	N				N		N	N
3	Filename: cnc_01-06.txt	AMENDMENT NUMBER ONE PARTICIPATING PROVIDER AGREEMENT	Dummy HealthCare Inc.	Nebraska	N	N		N						N		N	12/1/2019	12-3456789	Picture, LLC Novelty Pharmacy	Picture, LLC Novelty Pharmacy		Picture, LLC Novelty Pharmacy				Picture, LLC Novelty Pharmacy			N	6-Jan	4	N		112233	N	N		N						N					N				N		N		N							N		N		N			N		N		N				N		N	N
4	Filename: cnc_50-16.txt	PARTICIPATING PROVIDER AGREEMENT	Sample Name 2, Inc.	South Carolina	Y	Y	ARTICLE VIII - TERM AND TERMINATION 8.1. Term. This Agreement is effective as of the Health Plan Effective Date, and will remain in effect for an initial term ('Initial Term') of three (3) year(s), after which it will automatically renew for successive terms of one (1) year each (each a 'Renewal Term'), unless this Agreement is sooner terminated as provided in this Agreement or either Party gives the other Party written notice of non-renewal of this Agreement not less than one hundred eighty (180) days prior to the end of the then-current term. In addition, either Party may elect to not renew a Contracted Provider's participation as a Participating Provider in a particular Product for the next Renewal Term, by giving Provider written notice of such non-renewal not less than one hundred eighty (180) days prior to the, as applicable, last day of the Initial Term or applicable Renewal Term; in such event, Provider shall immediately notify the affected Contracted Provider of such non-renewal. Termination of any Contracted Provider's participation in a particular Product will not have the effect of terminating either this Agreement or the Contracted Provider's participation in any other Product in which the Contract Provider participates under this Agreement. 8.2. Termination. This Agreement, or the participation of Provider or a Contracted Provider as a Participating Provider in one or more Products, may be terminated or suspended as set forth below. 8.2.1. Upon Notice. This Agreement may be terminated by either Party giving the other Party at least one hundred eighty (180) days prior written notice of such termination. The participation of any Contracted Provider as a Participating Provider in a Product may be terminated by either Party giving the other Party at least one hundred eighty (180) days prior written notice of such termination; in such event, Provider shall immediately notify the affected Contracted Provider of such termination. 8.2.2. With Cause. This Agreement, or the participation of any Contracted Provider as a Participating Provider in one or more Products under this Agreement, may be terminated by either Party giving at least ninety (90) days prior written notice of termination to the other Party if such other Party (or the applicable Contracted Provider) is in breach of any material term or condition of this Agreement and such other Party (or the Contracted Provider) fails to cure the breach within the sixty (60) day period immediately following the giving of written notice of such breach. Any notice given pursuant to this Section 8.2.2 must describe the specific breach. In the case of a termination of a Contracted Provider, Provider shall immediately notify the affected Contracted Provider of such termination. 8.2.3. Suspension of Participation. Unless expressly prohibited by applicable Regulatory Requirements, Health Plan has the right to immediately suspend or terminate the participation of a Contracted Provider in any or all Products by giving written notice thereof to Provider when Health Plan determines that (i) based upon available information, the continued participation of the Contracted Provider appears to constitute an immediate threat or risk to the health, safety or welfare of Medicaid Managed Care Members, or (ii) the Contracted Provider's fraud, malfeasance or non-compliance with Regulatory Requirements is reasonably suspected. Provider shall immediately notify the affected Contracted Provider of such suspension. During such suspension, the Contracted Provider shall, as directed by Health Plan, discontinue the provision of all or a particular Covered Service to Medicaid Managed Care Members. During the term of any suspension, the Contracted Provider shall notify Medicaid Managed Care Members that his or her status as a Participating Provider has been suspended. Such suspension will continue until the Contracted Provider's participation is reinstated or terminated. 8.2.4. Insolvency. This Agreement may be terminated immediately by a Party giving written notice thereof to the other Party if the other Party is insolvent or has bankruptcy proceedings initiated against it. 8.2.5. Credentialing. The status of a Contracted Provider as a Participating Provider in one or more Products may be terminated immediately by Health Plan giving written notice thereof to Provider if the Contracted Provider fails to adhere to Company's or Payor's credentialing criteria, including, but not limited to, if the Contracted Provider (i) loses, relinquishes, or has materially affected its license to provide Covered Services in the State, (ii) fails to comply with the insurance requirements set forth in this Agreement; or (iii) is convicted of a criminal offense related to involvement in any state or federal health care program or has been terminated, suspended, barred, voluntarily withdrawn as part of a settlement agreement, or otherwise excluded from any state or federal health care program. Provider shall immediately notify the affected Contracted Provider of such termination. 8.3. Effect of Termination. After the effective date of termination of this Agreement or a Contracted Provider's participation in a Product, this Agreement shall remain in effect for purposes of those obligations and rights arising prior to the effective date of termination. Upon such a termination, each affected Contracted Provider (including Provider, if applicable) shall (i) continue to provide Covered Services to Medicaid Managed Care Members in the applicable Product(s) during the longer of the ninety (90) day period following the date of such termination or such other period as may be required under any Regulatory Requirements, and, if requested by Company, each affected Contracted Provider (including Provider, if applicable) shall continue to provide, as a Participating Provider, Covered Services to Medicaid Managed Care Members until such Medicaid Managed Care Members are assigned or transferred to another Participating Provider in the applicable Product(s), and (ii) continue to comply with and abide by all of the applicable terms and conditions of this Agreement, including, but not limited to, Section 4.4 (Hold Harmless) hereof, in connection with the provision of such Covered Services during such continuation period. During such continuation period, each affected Contracted Provider (including Provider, if applicable) will be compensated in accordance with this Agreement and shall accept such compensation as payment in full. 8.4. Survival of Obligations. All provisions hereof that by their nature are to be performed or complied with following the expiration or termination of this Agreement, including without limitation Sections 3.8, 3.10, 4.2, 4.4, 4.5, 5.2, 6.1, 6.2, 6.3, 7.2, 8.3, and 8.4 and Article IX, survive the expiration or termination of this Agreement.	Y		180	90	This Agreement is effective as of the Health Plan Effective Date, and will remain in effect for an initial term ("Initial Term") of three (3) year(s), after which it will automatically renew for successive terms of one (1) year each (cach a "Renewal Term"), unless this Agreement is sooner terminated as provided in this Agreement or either Party gives the other Party written notice of non-renewal of this Agreement not less than one hundred eighty (180) days prior to the end of the then-current term.	180	Y	30	Y	9/7/2018	12-3456789	Sample Name 1, PhD	Sample Name 1, PhD	1234567890	Sample Name 1, PhD					456 Oak Avenue, Greenville, North Charleston, SC 29406		N	50-16	33	N		123456	N	N		N		Unless Provider notifies Health Plan in writing of its objection to such amendment during the thirty (30) day period following the giving of such notice by Health Plan, Provider shall be deemed to have accepted the amendment. If Provider objects to any proposed amendment to either the base agreement or any Attachment, Health Plan may exclude one or more of the Contracted Providers from being Participating Providers in the applicable Product (or any component program of, or Coverage Agreement in connection with, such Product).	Provider and each Contracted Provider and Company agrcc to carry out their respective obligations under this Agreement and the Provider Manual, other than the provision of services under the Medicaid Managed Care Program which are addressed in Article I, Section E.1, in accordance with all applicable Regulatory Requirements, including, but not limited to, the requirements of the Health Insurance Portability and Accountability Act, as amended, and any regulations promulgated thereunder. If, due to Provider's or Contracted Provider's noncompliance with applicable Regulatory Requirements or this Agreement, sanctions or penalties are imposed on Company, Company may, in its sole discretion, offset such amounts against any amounts due Provider or Contracted Providers from any Company or require Provider or the Contracted Provider to reimburse Company for such amounts.	4.5. Recovery Rights. Payor or its delegate shall have the right to immediately offset or recoup any and all amounts owed by Provider or a Contracted Provider to Payor or Company against amounts owed by the Payor or Company to the Provider or Contracted Provider. Provider and Contracted Providers agree that all recoupment and any offset rights under this Agreement will constitute rights of recoupment authorized under State or federal law and that such rights will not be subject to any requirement of prior or other approval from any court or other government authority that may now have or hereafter have jurisdiction over Provider or a Contracted Provider.	ARTICLE VII - DISPUTE RESOLUTION 7.1. Informal Dispute Resolution. Any dispute between Provider and/or a Contracted Provider, as applicable (the "Provider Party"), and Health Plan and/or Company, as applicable (including any Company acting as Payor) (the "Administrator Party"), with respect to or involving the performance under, termination of, or interpretation of this Agreement, or any other claim or cause of action hereunder, whether sounding in tort, contract or under statute (a "Dispute") shall first be addressed by exhausting the applicable procedures in the Provider Manual pertaining to claims payment, credentialing, utilization management, or other programs. If, at the conclusion of these applicable procedures, the matter is not resolved to satisfaction of the Provider Party and the Administrator Party, or if there are no applicable procedures in the Provider Manual, then the Provider Party and the Administrator Party shall engage in a period of good faith negotiations between their designated representatives who have authority to settle the Dispute, which negotiations may be initiated by either the Provider Party or the Administrator Party upon written request to the other, provided such request takes place within one year of the date on which the requesting party first had, or reasonably should have had, knowledge of the event(s) giving rise to the Dispute. If the matter has not been resolved within sixty (60) days of such request, either the Provider Party or the Administrator Party may, as its sole and exclusive forum for the litigation of the Dispute or any part thereof, initiate arbitration pursuant to Section 7.2 below by providing written notice to the other party. 7.2. Arbitration. If either the Provider Party or the Administrator Party wishes to pursue the Dispute as provided in Section 7.1, such party shall submit it to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In no event may any arbitration be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in Section 7.1, or the date of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be bound by controlling law. The Parties and the Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys' fees related to the arbitration except that the AAA's Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, although such party shall be obligated to file and pursue arbitration at the earliest reasonable opportunity. Judgment on the award rendered may be entered in any court having jurisdiction thereof. Nothing contained in this Article VII shall limit a Party's right to terminate this Agreement with or without cause in accordance with Section 8.2.	N		"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 Medicaid Managed Care Members 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.	A Contracted Provider may only identify itself as a Participating Provider for those Products in which the Contracted Provider actually participates as provided in this Agreement. Provider acknowledges that Company or Payor may have, develop or contract to develop various Products or provider networks that have a variety of provider panels, program components and other requirements. No Company or Payor warrants or guarantees that any Contracted Provider: (i) will participate in all or a minimum number of provider panels, (ii) will be utilized by a minimum number of Medicaid Managed Care Members, or (iii) will indefinitely remain a Participating Provider or member of the provider panel for a particular network or Product.	"Clean Claim" means a claim that can be processed without obtaining additional information from the Provider of the service or from a third party.	N		6.2. Indemnification by Provider and Contracted Provider. Provider and each Contracted Provider shall indemnify and hold harmless (and at Health Plan's request defend) Company and Payor and all of their respective officers, directors, agents and employees from and against any and all third party claims for any loss, damages, liability, costs, or expenses (including reasonable attorney's fees) judgments or obligations arising from or relating to any negligence, wrongful act or omission, or breach of this Agreement by Provider, a Contracted Provider, or any of their respective officers, directors, agents or employees. 6.3. Indemnification by Health Plan. Health Plan agrees to indemnify and hold harmless (and at Provider's request defend) Provider, Contracted Providers, and their officers, directors, agents and employees from and against any and all third party claims for any loss, damages, liability, costs, or expenses (including reasonable attorney's fees), judgments, or obligations arising from or relating to any negligence, wrongful act or omission or breach of this Agreement by Company or its directors, officers, agents or employees.	Provider and each Contracted Provider shall provide access to their respective books and records to each of the following, including any delegate or duly authorized agent thereof, subject to applicable Regulatory Requirements: (i) Company and Payor, during regular business hours and upon prior notice; (ii) appropriate State and federal authorities, to the extent such access is necessary to comply with Regulatory Requirements; and (iii) accreditation organizations. Provider and each Contracted Provider shall provide copies of such records at no expense to any of the foregoing that may make such request. Each Contracted Provider also shall obtain any authorization or consent that may be required from a Medicaid Managed Care Member in order to release medical records and information to Company or Payor or any of their delegates.	N		N		N		Provider or Contracted Provider shall timely verify whether an individual seeking Covered Services is a Medicaid Managed Care Member. Company or Payor, as applicable, will make available to Provider and Contracted Providers a method, whereby Provider and Contracted Providers can obtain, in a timely manner, general information about eligibility and coverage. Company or Payor, as applicable, does not guarantee that persons identified as Medicaid Managed Care Members are eligible for benefits or that all services or supplies are Covered Services. If Company, Payor or its delegate determines that an individual was not a Medicaid Managed Care Member at the time services were rendered, such services shall not be eligible for payment under this Agreement. In addition, Company will use reasonable efforts to include or contractually require Payors to clearly display Company's name, logo or mailing address (or other identifier(s) designated from time to time by Company) on each membership card.	Provider and Contracted Providers shall comply with referral and preauthorization procedures adopted by Company and or Payor, as applicable, prior to referring a Medicaid Managed Care Member to any individual, institutional or ancillary health care provider. Unless otherwise expressly authorized in writing by Company or Payor, Provider and Contracted Providers shall refer Medicaid Managed Care Members only to Participating Providers to provide the Covered Service for which the Medicaid Managed Care Member is referred. Except as required by applicable law, failure of Provider and Contracted Providers to follow such procedures may result in denial of payment for unauthorized treatment.	Provider and Contracted Providers shall at all times cooperate and comply with the requirements, policies, programs and procedures ("Policies") of Company and Payor, which may be described in the Provider Manual and include, but are not limited to, the following: credentialing criteria and requirements; notification requirements; medical management programs; claims and billing, quality assessment and improvement, utilization review and management, disease management, case management, on-site reviews, referral and prior authorization, and grievance and appeal procedures; coordination of benefits and third party liability policies; carve-out and third party vendor programs; and data reporting requirements.	During the term of this Agreement and for any applicable continuation period as set forth in Section 8.3 of this Agreement, Provider and each Contracted Provider shall maintain policies of general and professional liability insurance and other insurance necessary to insure Provider and such Contracted Provider, respectively; their respective employees; and any other person providing services hereunder on behalf of Provider or such Contracted Provider, as applicable, against any claim(s) of personal injuries or death alleged to have been caused or caused by their performance under this Agreement. Such insurance shall include, but not be limited to, any "tail" or prior acts coverage necessary to avoid any gap in coverage. Insurance shall be through a licensed carrier acceptable to Health Plan, and in a minimum amount of one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) in the aggregate unless a lesser amount is accepted by Health Plan or where State law mandates otherwise. Provider and each Contracted Provider will provide Health Plan with at least fifteen (15) days prior written notice of cancellation, non-renewal, lapse, or adverse material modification of such coverage. Upon Health Plan's request, Provider and each Contracted Provider will furnish Health Plan with evidence of such insurance.	Provider acknowledges that Company may, during the term of this Agreement, carve-out certain Covered Services from its general provider contracts, including this Agreement, for one or more Products as Company deems necessary or appropriate. Provider and Contracted Providers shall cooperate with and, when medically appropriate, utilize all third party vendors designated by Company for those Covered Services identified by Company from time to time for a particular Product.	Y	If there is any conflict between this Agreement and the Provider Manual, this Agreement will control. In the event of any conflict between this Agreement and any Product Attachment, the Product Attachment will control as to such Product.	Y	9.1. Relationship of Parties. The relationship between or among Health Plan, Company, Provider, and any Contracted Provider hereunder is that of independent contractors. None of the provisions of this Agreement will be construed as creating any agency, partnership, joint venture, employee-employer, or other relationship. References herein to the rights and obligations of any Company under this Agreement are references to the rights and obligations of each Company individually and not collectively. A Company is only responsible for performing its respective obligations hereunder with respect to a particular Product, Coverage Agreement, Payor Contract, Covered Service or Medicaid Managed Care Member. A breach or default by an individual Company shall not constitute a breach or default by any other Company, including but not limited to Health Plan.	N			Y	Provider, each Contracted Provider and the officers of Company shall not disparage the other during the term of this Agreement or in connection with any expiration, termination or non-renewal of this Agreement. Neither Provider nor Contracted Provider shall interfere with Company's direct or indirect contractual relationships including, but not limited to, those with Medicaid Managed Care Members or other Participating Providers. Nothing in this Agreement should be construed as limiting the ability of either Health Plan, Company, Provider or a Contracted Provider to inform Medicaid Managed Care Members that this Agreement has been terminated or otherwise expired or, with respect to Provider, to promote Provider to the general public or to post information regarding other health plans consistent with Provider's usual procedures, provided that no such promotion or advertisement is specifically directed at one or more Medicaid Managed Care Members. In addition, nothing in this provision should be construed as limiting Company's ability to use and disclose information and data obtained from or about Provider or Contracted Provider, including this Agreement, to the extent determined reasonably necessary or appropriate by Company in connection with its efforts to comply with Regulatory Requirements and to communicate with regulatory authorities.	N		N				N		Y	N
5	Filename: cnc_arch.txt	INDIVIDUAL PRODUCT ATTACHMENT	Berkley Community Health Care	Ohio	Y	N	2.4 Term. The term of the Participating Providers' participation in the Individual Product will commence as of the Effective Date and, thereafter, will be coterminous with the term of the Agreement unless terminated pursuant to the Agreement or this Product Attachment. The participation of any Participating Provider as a 'Participating Provider' in an Individual Product may be terminated by either party giving the other party at least ninety (90) days' prior written notice of such termination; in such event, Provider shall immediately notify the affected Participating Provider of such termination.	Y		90		The participation of any Participating Provider as a "Participating Provider" in an Individual Product may be terminated by either party giving the other party at least ninety (90) days' prior written notice of such termination; in such event, Provider shall immediately notify the affected Participating Provider of such termination.	90	N		Y										Berkley Community Health Care			N		12	N			N	N		N			"Regulatory Requirements" means all applicable 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.			N		"Payor" means the entity 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.	Unless otherwise specified in this Product Attachment and as limited by Section 2.2(b) below, all Participating Providers under the Agreement will participate in the Individual Product as "Participating Providers," and will provide to Covered Persons enrolled in or covered by a Individual Product, upon the same terms and conditions contained in the Agreement, as supplemented or modified by this Product Attachment, those Covered Services that are provided by Participating Providers pursuant to the Agreement. In providing such services, Provider shall, and shall cause Participating Providers, to comply with and abide by the provisions of the Agreement, including this Product Attachment and the Provider Manual.		N			Each Participating Provider shall keep confidential and make available those health records maintained by the Participating Provider to monitor and evaluate the quality of care, to conduct evaluations and audits, and to determine on a concurrent or retrospective basis the necessity of and appropriateness of health care services provided to Covered Persons. Each Participating Provider shall make these health records available to appropriate State and federal authorities involved in assessing the quality of care or in investigating the grievances or complaints of Covered Persons. Each Participating Provider shall comply with applicable State and federal laws related to the confidentiality of medical or health records.	N		N		N					Each Participating Provider shall maintain adequate professional liability and malpractice insurance, and shall notify HMO not more than ten (10) days after the Participating Provider's receipt of notice of any reduction or cancellation of such coverage.		N		N		N			N		N		N				N		N	N
6	Filename: hn_0109.txt	CALIFORNIA PROVIDER PARTICIPATION AGREEMENT	All Health	California	N	N		N						N		N	4/15/2011	01-2345678	Dummy Group Name, Inc.	Dummy Group Name, Inc.									N	109	4	N			N	N		N					THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE, WHICH MAY BE ENFORCED BY THE PARTIES.	N					N				N		N		N							N		Y	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.	N			N		N		N				N		N	N
7	Filename: hn_23-70.txt	AMENDMENT TO THE PROVIDER SERVICES AGREEMENT	All Health, Inc. Affiliates	California	N	N		N						N		N	1/1/2005	12-3456789	UCDD Medical Group	The Regents of the School of California UCDD Healthcare Network, UCDD Medical Group									N	23-70	6	N			N	N		N				(d) Offsetting AHI shall have the right to offset any amounts owed to AHI by PPG, including but not limited to, amounts owed by PPG under loans guaranteed by AHI, errors, or AHI interim payment for Contracted Services, including Capitation payments. Notwithstanding any other provision of this Agreement or any other contract to the contrary, only deficits in the shared risk programs which provide financial incentives for the control or management of Shared Risk Services' expenses or utilization will neither be collected from PPG by AHI nor offset against PPG Capitation; provided however, that AHI shall not be restricted from (i) offsetting such deficits against payments to PPG including, but not limited to, surpluses from other shared risk programs, stop loss payments, bonus or other incentive program payments; (ii) establishing reasonable withholds from Capitation approved by DMHC as set forth in the applicable Addendum to offset PPG liability when the cost of Shared Risk Services exceed the Shared Risk Budget (Withhold Fund); or (iii) carrying forward such shared risk program deficits to be applied against future year's program surpluses and Withhold Fund. Each PPG numbered site. shall be calculated as a separate entity and any payments to or from PPG with multiple sites shall be net amount due/owed from all sites. In no event shall PPG be required to make any cash payment to AHI for any deficit in a shared risk program for institutional services. To the extent AHI identifies financial liabilities, including overpayments, owed to AHI by PPG under this Agreement, the intent to collect such financial liabilities shall be communicated to PPG. Proof of such liabilities and the methodology used to make such determination shall be subject to UCDD 2005 Amd.d Effective January 1, 2005 external actuarial review, with PPG bearing the cost of such review. No collection of such liabilities shall occur until PPG has a reasonable opportunity to conduct such review, provided that such review occurs within ten (10) business days of communication to PPG by AHI Concurrently, to the extent that PPG identifies financial liabilities owed to PPG by AH| under this Agreement, the intent to collect such financial liabilities shall be communicated to AHI. Proof of such liability, and the methodology used to make such determination shall be subject to external actuarial review, with AHI bearing the cost of such review. No collection of such liability shall occur until AHI has a reasonable opportunity to conduct such review, provided that such review occurs within ten (10) days of communication to AHI by PP.G.		Y	In consideration for all of the payment terms set forth herein, including but not limited to the increase in the Commercial rates, PPG understands and agrees that HNI shall be the exclusive Medicare Advantage payor contracted with Provider, for any and all Medicare Advantage products including, but not limited to, HMO products, PPO products or demonstration projects, from January 1, 2005 through December 31, 2006.				N				N		N		N							N		N		N			N		N		N			$75.15	N		N	N
8	Filename: hn_24-83.txt		All Health Inc.	California	Y	N		N						N		N	11/19/2004			Smith							456 Oak Avenue, Greenville County, CA, 92222		N	24-83	3	N			N	N		N						N					N				N		N		N							N		N		N			N		N		N				N		N	N
9	Filename: molina_2016.txt	HOSPITAL SERVICES AGREEMENT	Sample Company Name, Inc.	Texas	Y	Y	ARTICLE FIVE - TERM AND TERMINATION 5.1 Term. This Agreement will commence on the Effective Date and will continue in effect through December 31, 2018. 5.2 Termination without Cause. This Agreement may be terminated without cause at any time by either Party by giving at least ninety (90) days prior written notice to the other Party. 5.3 Termination with Cause. In the event of a breach of a material provision of this Agreement, the Party claiming the breach may give the other Party written notice of termination setting forth the facts underlying its claim that the other Party breached this Agreement. The Party receiving the notice of termination will have thirty (30) days from the date of receipt of such notice to remedy or cure the claimed breach to the satisfaction of the other Party. During this thirty (30) day period, the Parties agree to meet as reasonably necessary and to confer in good faith in an attempt to resolve the claimed breach. If the Party receiving the notice of termination has not remedied or cured the breach within such thirty (30) day period, the Party who delivered the notice of termination has the right to immediately terminate this Agreement. 5.4 Immediate Termination. Notwithstanding any other provision of this Agreement, this Agreement, may immediately be terminated upon written notice to the other Party in the event any of the following occurs: a. Provider's license or any other approvals needed to provide Covered Services is limited, suspended, or revoked, or disciplinary proceedings are commenced against Provider by applicable regulators and accrediting agencies; b. Either Party fails to maintain adequate levels of insurance; C. Provider has not or is unable to comply with Health Plan's credentialing requirements, including, but not limited to, having or maintaining credentialing status; d. Either Party becomes insolvent or files a petition to declare bankruptcy or for reorganization under the bankruptcy laws of the United States, or a trustee in bankruptcy or receiver for Provider or Health Plan is appointed by appropriate authority; e. Health Plan reasonably determines that Provider's facility or equipment is insufficient to provide Covered Services; f. Either Party is excluded from participation in state or federal health care programs; g. Provider is terminated as a provider by any state or federal health care program; h. Either Party engages in fraud or deception, or permits fraud or deception by another in connection with each Party's obligations under this Agreement; or i. Health Plan reasonably determines that Covered Services are not being properly provided, or arranged for by Provider, and such failure poses a threat to Members' health and safety. j. Provider violates any state or federal law, statute, rule, regulation or executive order applicable to performance of its obligations under this Agreement; or k. Provider fails to satisfy the terms of a corrective action plan when applicable. 5.5 Notice to Members. In the event of any termination, Health Plan will give reasonable advance notice to Members who are currently receiving care in accordance with Laws and applicable Government Program Requirements. 5.6 Transfer Upon Termination. In the event of any termination, Health Plan may transfer Members to another provider.	N	12/31/2018	90	30	This Agreement may be terminated without cause at any time by either Party by giving at least ninety (90) days prior written notice to the other Party.	90	Y		Y	12/1/2016		XYZ Company, Inc.	Facilities on Attachment E						XYZ Company, Inc.	North Texas Division 456 OakAvenue, Suite 350 Coppell, TX 75039	These reimbursement rates are not subject to reduction as a consequence of the April 1, 2013 implementation by the Office of Management and Budget of the two percent sequestration to original Medicare claims, or any subsequent continuation or adjustment to sequestration, or any other reduction to original Medicare payments that are not codified in an amendment to the Medicare Act, 42 U.S.C. $1395, et. seq.	Y	2016	27	N			N	N		Y	Health Plan shall make determinations of claims and follow the penalties associated for late payment of Clean Claims pursuant to Texas Insurance Code, Chapter 843, and/or federal law, as applicable.		This Agreement may be unilaterally amended by Health Plan upon written notice to Provider only in order to comply with applicable regulatory requirements. Health Plan will provide at least 30 days written notice of any such regulatory amendment, unless a shorter notice is necessary through no fault of either party in order to accomplish regulatory compliance only. Upon request by Provider, Health Plan will consult with Provider regarding the regulatory basis for any regulatory amendment to this Agreement. Notwithstanding the above, Provider shall not be required to comply with any provision in a Regulatory Amendment that is not mandatory under state or federal law regardless of any non-mandatory provisions set forth in any Regulatory Amendment. As used in this provision, "mandatory" means that the state or federal law provision cannot be waived or altered by contract.	4.6 Offset Health Plan agrees that recovery of overpayments shall not be taken from future payments unless agreed by both parties but shall be billed to Provider with appropriate documentation to substantiate such request for recovery of overpayment. Provider shall have no obligation to refund overpayments after 365 calendar days from the date the initial claim was paid.	6.11 Dispute Resolution. a. Meet and Confer. Any claim or controversy arising out of or in connection with this Agreement will first be resolved, to the extent possible, via "Meet and Confer". The Meet and Confer will begin when one Party delivers notice to the other that it intends to arbitrate a dispute and the basis for its belief that it will prevail in arbitration. After providing notice of the intent to arbitrate, the Meet and Confer will be held as an informal face-to-face meeting held in good faith between appropriate representatives of the Parties and at least one (1) person authorized to settle outstanding claims and pending arbitration matters. The Parties will commence the face-to-face portion of the Meet and Confer within forty-five (45) days of receiving notice of an intent to arbitrate or service of an arbitration demand. Such face-to-face Meet and Confer discussion will occur at a time and location agreed to by the Parties (within the forty-five (45) days) and if both Parties agree that more face-to-face discussions would be beneficial, the Parties can agree to have more than one (1) in person settlement discussion or a combination of in person, phone meetings and exchange of correspondence. b. Binding Arbitration. The Parties agree that any dispute not resolved via Meet and Confer will be settled in binding arbitration administered by Judicial Arbitration and Mediation Services ("JAMS"), or if mutually agreed upon, pursuant to another agreed upon Alternative Dispute Resolution ("ADR") provider in accordance with that ADR provider's Commercial Arbitration Rules, in Dallas, Texas. However, matters that primarily involve Provider's professional competence or conduct i.e., malpractice, professional negligence, or wrongful death will not be eligible for arbitration. Either party may initiate arbitration proceedings if the Meet and Confer discussions do not resolve a dispute within sixty (60) days of the notice of intent to arbitrate. Any arbitration in which the total amount disputed by one Party is equal to or exceeds one million dollars ($1,000,000.00) will be resolved by a panel of three (3) arbitrators. In the event a panel of three (3) arbitrators will be used, the claimant will select one (1) arbitrator; the respondent will select one (1) arbitrator; and the two (2) arbitrators selected by the claimant and respondent will select the third arbitrator whose determination will be final and binding on the Parties. If possible, each arbitrator will be an attorney with at least fifteen (15) years of experience, including at least five (5) years of experience in managed health care. Any arbitration in which the total amount disputed by one Party is equal to or exceeds five hundred thousand dollars ($500,000.00), but less than one million dollars ($1,000,000.00), the claimant and respondent will each select a single arbitrator and the two (2) arbitrators selected by the claimant and respondent will select a single arbitrator who will be responsible for the arbitration proceedings ("Selected Arbitrator"). Each Party can strike no more than one (1) Selected Arbitrator. The Selected Arbitrator will be an attorney with at least fifteen (15) years of experience, including at least five (5) years of experience in managed health care. Any arbitration in which the total amount disputed by one Party is less than five hundred thousand dollars ($500,000.00) will be resolved by a single arbitrator. In the event a single arbitrator is used, the arbitrator will be an attorney with at least fifteen (15) years of experience, including at least five (5) years of experience in managed health care. The arbitrator will apply Texas substantive law and Federal substantive law where State law is preempted. Civil discovery for use in such arbitration may be conducted in accordance with federal rules of civil procedure and federal evidence code, except where the Parties agree otherwise. The arbitrator selected will have the power to enforce the rights, remedies, duties, liabilities, and obligations of discovery by the imposition of the same terms, conditions, and penalties as can be imposed in like circumstances in a civil action by a court in the same jurisdiction. The provisions of federal rules of civil procedure concerning the right to discovery and the use of depositions in arbitration are incorporated herein by reference and made applicable to this Agreement. However, in any arbitration in which the total amount disputed by one Party is less than one million dollars ($1,000,000.00) the Parties agree that each Party will have the right to take no more than three (3) depositions of individuals or entities, excluding deposition of expert witnesses, and the Parties agree to exchange copies of all exhibits and demonstrative evidence to be used at the arbitration prior to the arbitration as deemed appropriate by the arbitrator. The Parties agree that in any arbitration in which the total amount disputed by one Party is less than five hundred thousand dollars ($500,000.00) each Party will have the right to take no more than one (1) deposition of individuals or entities and one (1) expert witness, and the Parties agree to exchange copies of all exhibits and demonstrative evidence to be used at the arbitration prior to the arbitration as deemed appropriate by the arbitrator. Regardless of the amount in dispute, rebuttal and impeachment evidence need not be exchanged until presented at the arbitration hearing. The arbitrator will have no authority to give a remedy or award damages that would not be available to such prevailing Party in a court of law, nor will the arbitrator have the authority to award punitive damages. The arbitrator will deliver a written reasoned decision within thirty (30) days of the close of arbitration, unless an alternate agreement is made during the arbitration. The Parties agree to accept any decision by the arbitrator, which is grounded in applicable law, as a final determination of the matter in dispute, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The award may be reviewed, vacated, or modified pursuant to the Federal Arbitration Act ("FAA"), 9 USC sections 9-11. Each Party shall bear its own costs and expenses, including its own attorneys' fees, and shall bear an equal share of the arbitrator'(s) and administrative fees of arbitration. The parties agree that one or the other may request a court reporter transcribe the entire proceeding, in which case the parties will split the cost of the court reporter, but each may elect to purchase or forego purchasing a transcript. Arbitration must be initiated within one (1) year of the earlier of the date the claim or controversy arose, was discovered, or should have been discovered with reasonable diligence; otherwise it will be deemed waived. The use of binding arbitration will not preclude a request for equitable and injunctive relief made to a court of appropriate jurisdiction.	Y	6.7 Non-exclusivity. This Agreement will not be construed to be an exclusive Agreement between the Parties. Nor will it be deemed to be an Agreement requiring Health Plan to refer Members to Provider.			Clean Claim means a Claim for Covered Services submitted on an industry standard form, which has no defect, impropriety, lack of required substantiating documentation, or particular circumstance requiring special treatment that prevents timely adjudication of the Claim.	N		6.1 Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party and its officers, employees and agents from and against any and all third party liability, loss, claim, damage or expense incurred in connection with and to the extent of (i) any representation and warranty made by the indemnifying party in this Agreement, and (ii) claims for damages of any nature whatsoever, arising from either party's performance or failure to perform its obligations hereunder, including but not limited to claims caused, asserted or commenced by an individual or agency, arising from benefit coverage disputes or any violation or assertion of any violation of any anti-trust law, regulation or guideline arising out of or in any way connected with indemnifying party's action or failure to act. The obligation to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) allowing the indemnifying party to assume and control the defense and settlement of such claim, (iii) cooperating fully with the indemnifying party in connection with such defense and settlement and (iv) not causing or contributing to any occurrence, nor taking any action, or failing to take any action, which causes, contributes to or increases the indemnifying party's liability hereunder. Notwithstanding the foregoing subsection (a) this Section shall be null and void to the extent that it is interpreted to reduce insurance coverage to which either party is otherwise entitled, by way of any exclusion for contractually assumed liability or otherwise. Any action by either party must be brought within one year after the cause of action arose. Regardless of whether there is a total and fundamental breach of this Agreement or whether any remedy provided in this Agreement fails of its essential purpose, in no event shall either of the parties hereto be liable for any amounts representing incidental, indirect, consequential, special or punitive damages, whether arising in contract, tort (including negligence), or otherwise regardless of whether the parties have been advised of the possibility of such damages, arising in any way out of or relating to this Agreement.	Provider will promptly deliver to Health Plan, upon request or as may be required by Law, Health Plan's policies and procedures, applicable Government Program Requirements, or third party payers, any information, statistical data, or Record pertaining to Members served by Provider. Provider is responsible for the fees associated with producing such records. Provider will further give direct access to said patient care information as requested by Health Plan or as required by any state or federal authority/agency with jurisdiction over Health Plan. Health Plan has the right to withhold compensation from Provider if Provider fails or refuses to give such information to Health Plan promptly. This section will survive any termination.	N		N		N		Health Plan will maintain data on Member eligibility and enrollment. Health Plan will promptly verify Member eligibility at the request of Provider. Health Plan will maintain telephone and/or electronic or online services twenty-four (24) hours a day, three hundred sixty-five (365) days per year for purposes of allowing participating providers to confirm Member eligibility.	For Covered Services that require prior authorizations, Provider shall make commercially reasonable efforts to obtain prior authorization from Health Plan before providing such Covered Service. Provider will not have to obtain prior authorizations before providing Emergency Services.	Provider Manual. Health Plan's Provider Manual is made available to Provider at Health Plan's website. Provider will cooperate with and make commercially reasonable efforts to render Covered Services in accordance with the contents, instructions and procedures set forth in the Provider Manual, which may be amended from time to time by Health Plan. Health Plan will use commercially reasonable efforts to provide ninety (90) days written notice to Provider of material changes. Provider shall not be required to comply with Health Plan policies and procedures which decreases its reimbursement under this Agreement or causes Provider to incur additional administrative costs. In the event of a conflict between Health Plan's policies and procedures or Provider Manual and this Agreement, this Agreement shall control.	Provider will maintain premises and professional liability insurance in coverage amounts appropriate for the size and nature of Provider's facility and health care activities or a comparable program of self-insurance, and in compliance with Laws and applicable Government Program Requirements. If the coverage is claims made or reporting, Provider agrees to purchase similar "tail" coverage upon termination of the Provider's present or subsequent policy. Provider will deliver copies of such insurance policy to Health Plan within five (5) business days of a written request by Health Plan. Provider will deliver advance written notice fifteen (15) business days before any change, reduction, cancellation. or termination of such insurance coverage.		Y	Nothing in this Agreement modifies any benefits, terms, or conditions contained in the Member's Product. In the event of a conflict between this Agreement and any benefits, terms, or conditions of a Product, the benefits, terms, and conditions contained in the Member's Product will govern.	Y	Nothing contained in this Agreement is intended to create, nor will it be construed to create, any relationship between the Parties other than that of independent parties contracting with each other solely for the purpose of effectuating this Agreement. This Agreement is not intended to create a relationship of agency, representation, joint venture, or employment between the Parties. Nothing herein contained will prevent the Parties from entering into similar arrangements with other parties. Each Party will maintain separate and independent management and will be responsible for its own operations. Nothing contained in this Agreement is intended to create, nor will be construed to create, any right in any third party to enforce this Agreement.	N			N		Y	Provider acknowledges Health Plan's right to review Provider's claims prior to payment for appropriateness in accordance with industry standard billing rules, including, but not limited to, current UB manual and editor, current CPT and HCPCS coding, CMS billing rules, CMS bundling/unbundling rules, National Correct Coding Initiatives (NCC!) Edits, CMS multiple procedure billing rules, and FDA definitions and determinations of designated implantable devices and/or implantable orthopedic devices.	N				N		N	N
10	Filename: sga_01.txt	MASTER SERVICES AGREEMENT	XYZ CORPORATION	Multiple	N	N	8.1 Term. This Agreement shall commence on the Effective Date and continue until the later of (i) the third (3rd) anniversary of the Effective Date, or (ii) the completion of all outstanding SOWs (the "Initial Term"). Thereafter, this Agreement will automatically renew for one (1) year periods (each, a "Renewal Term" unless either party gives written notice of its intent not to renew to the other party at least 120 days prior to the expiration of the then-existing term. The word "Term" shall mean any and all extensions and renewals of this Agreement. 8.2 (a) Termination by XYZ Unless specified otherwise in the MSA Override section of an SOW, XYZ may terminate this Agreement and any SOW(s) for convenience without cost or penalty at any time upon one hundred and twenty (120) days advance written notice to Vendor, XYZ may also terminate an SOW as expressly permitted in such SOW. XYZ may also terminate this Agreement or any SOW if (i) Vendor fails to cure a material breach of this Agreement or such SOW within 30 days after receipt of written notice of such breach. (b) Termination by Vendor. If XYZ fails to pay when due an undisputed invoice, and fails to make such payment within thirty (30) days after the date it receives written notice of non-payment or if XYZ fails to cure a material breach of Section 7.3 (Confidentiality Obligations) within thirty (30) days after receipt of written notice of such breach, then Vendor may terminate this Agreement by sending written notice to XYZ, in which event the Agreement shall terminate as of the date specified in the notice of termination. Vendor shall not terminate this Agreement under any other condition, nor shall Vendor suspend or delay the performance of Services (including the delivery of a Deliverable under any circumstance, except as requested by XYZ. 8.3 Effect of Termination. Upon the termination or expiration of this Agreement or any SOW, Vendor shall: (a) deliver to XYZ all Deliverables in whatever form or media they may then exist; (b) document the status of the Services that have been terminated and deliver such documentation to XYZ; (c) deliver to XYZ all fees paid by XYZ for Services and Deliverables that remain unperformed or undelivered as of the date of termination as well as all XYZ property and materials that are in the possession of Vendor, its employees, subcontractors and agents; and (d) provide any transition assistance requested by XYZ in accordance with Section 1. 2 (Transition Assistance), provided, in the event of Vendor's termination of the Agreement or an SOW pursuant to Section 8.2(b), Vendor's obligation to provide transition assistance shall be conditional on XYZ pre-paying Charges for such transition assistance on a monthly basis. The termination or expiration of this Agreement or any SOW for any reason shall not affect XYZ's or Vendor's rights or obligations for any Services or Deliverables completed and delivered to XYZ through the date of termination, and XYZ shall promptly pay all amounts (not otherwise disputed in good faith) owed to Vendor for such Services and Deliverables (including work in progress) provided through the effective date of termination. 8.4 Remedies. Notwithstanding anything in this Agreement to the contrary, where a breach of certain provisions of this Agreement may cause either party irreparable injury or may be inadequately compensable in monetary damages, either party may obtain equitable relief in addition to any other remedies which may be available. The rights and remedies of the parties in this Agreement are not exclusive and are in addition to any other rights and remedies available at law or in equity.	Y		120	30	Thereafter, this Agreement will automatically renew for one (1) year periods (each, a "Renewal Term" unless either party gives written notice of its intent not to renew to the other party at least 120 days prior to the expiration of the then-existing term.	120	Y		Y	6/13/2019		Sample Company Name, Inc.	Sample Company Name, Inc.						Sample Company Name, Inc.	123 Maple Street, Springfield, Maryland 20850		N	1	16	N			N	N		N						Y	1.3 Non-Exclusivity; Place of Performance. Centene SERVICES retains the right at all times to negotiate terms and enter contracts with any other person or entity for services that are the same or similar to the Services without notice to Vendor and without incurring any liability by virtue thereof,				N		9.1 Infringement Indemnity. (a) Vendor agrees to defend, indemnify and hold harmless XYZ, its affiliates and subsidiaries, and their officers, directors and employees (collectively, "XYZ Indemnitees") from and against all damages, reasonable expenses, and liabilities, including, without limitation, reasonable attorneys' fees, arising out of any claim by a third party not a wholly-owned affiliate of XYZ that the Deliverables or Services or any portion thereof, infringe or misappropriate any third party trade secret, patent, copyright, trademark or other proprietary or personal right of any person or entity. XYZ agrees to notify Vendor promptly in writing of any such claim and to cooperate with Vendor, at Vendor's expense, by providing such assistance as is reasonably necessary for the defense of a claim against the XYZ Indemnitees. Vendor's obligation to defend, indemnify and hold the XYZ Indemnitees harmless may be mitigated to the extent Vendor has been prejudiced by a failure of XYZ to provide prompt notice and reasonable cooperation in the defense and settlement of such claims. Vendor's settlement of any claim that requires anything more than a monetary payment shall require XYZ's prior written approval, which shall not be unreasonably withheld, Further, if under this Agreement, Vendor owes or has paid to XYZ damages in an amount greater than seventy percent (70%) of the maximum liability allowed pursuant to Section 11.18, Limitation of Liability, (the "Liability Cap") and Vendor does not agree to refresh the Liability Cap to its original amount (i.e., meaning that none of such damages incurred prior to the date of Centene's request for Vendor to refresh the Liability Cap shall, after such refresh, be considered to apply against the refreshed Liability Cap) within thirty (30) days after a XYZ written request to Vendor to refresh the Liability Cap, then XYZ may terminate this Agreement (in whole or in part) or any related SOW(s) (in whole or in part) upon not less than thirty (30) days' prior written notice to Vendor. (b) If the use of any Deliverable or the Services is enjoined or threatened to be enjoined due to an alleged infringement or misappropriation, Vendor shall, at its discretion and expense, (i) procure the right for XYZ to continue using such Deliverable or Services, (ii) modify or replace the affected items with functionally equivalent or better items, or (iii) refund the amount paid by XYZ in connection with the affected Deliverables or Services. This Infringement Indemnity section states Vendor's entire obligation, and XYZ's sole remedy, for a third party's claim of infringement or misappropriation. (c) Vendor shall have no obligations under this Section 9.1 or other liability for any infringement or misappropriation to the extent such infringement or misappropriation results from: (i) modifications made other than by Vendor, its affiliates and their respective subcontractors, (ii) use of the Deliverables in combination with any equipment, software or material expressly prohibited in the applicable SOW, (iii) XYZ's use or incorporation of materials not provided by Vendor, (iv) the instructions, designs or specifications provided by XYZ; (v) any software or other materials furnished to Vendor by XYZ, its affiliates and their respective subcontractors; or (vi) XYZ's continuing the allegedly infringing activity after Vendor has fulfilled its obligations under Section 1(b). 9.2 General Indemnity. Each party, as an indemnifying party, agrees to defend, indemnify and hold harmless the other party and its affiliates, and their respective directors, officers and employees from and against any unaffiliated third party claim arising out of the negligence, intentional misconduct or violation of any Law by the indemnifying party, its employees, subcontractors and agents.		N		N		N					Vendor shall maintain insurance coverage and satisfy the requirements in the Insurance Addendum, attached hereto. If Vendor ceases operations or for any other reason terminates such insurance coverage, Vendor shall obtain coverage for an extended claims reporting period for no less than two (2) years after the expiration or termination of this Agreement.		N		N		N			N		N		N				N		N	N
11	Filename: tx_01-66.txt	MANAGED BEHAVIORAL HEALTH PRACTITIONER FEE FOR SERVICE AGREEMENT	Best Healthcare Provider Services	Texas	N	N		N						N		N	10/1/2005			Jake Ball									N	Jan-66	2	N			N	N		N						N				Clean Claim means an electronic submission that is compliant with the federal standard transactions provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. 104-191, or a CMS 1500 claim form, or its successor, submitted by Practitioner for Covered Behavioral Health Services provided to a Covered Person which accurately reflects such information as is required by this Agreement and the Provider Manual, and which has no defect or impropriety (including any lack of any required substantiating documentation) or particular circumstance requiring special treatment that prevents timely payment from being made on the claim.	N				N		N		N			Preauthorization means verbal or written approval by ABCD, Plan, or other authorized person or entity, including a corresponding approval number obtained prior to admitting a Covered Person to a behavioral health care facility or to providing certain other Covered Behavioral Health Services to a Covered Person, when approval is required under the utilization management program of the applicable Plan.				N		N		N			N		N		N				N		N	N
12	Filename: tx_06-03.txt	JOINDER AGREEMENT	Second Provider, Inc.	Texas	N	N		N						N		N	9/1/2017	12-3456789	Best Healthcare Provider Services	Tess Goveler									N	3-Jun	2	N			N	N		N						N					N				N		N		N							N		N		N			N		N		N				N		N	N
13	Filename: tx_74-28.txt	COLLABORATIVE CLINICAL ENGAGEMENT INCENTIVE PROGRAM EXHIBIT	XYZ HEALTH PLAN Inc.	Texas	N	N	5. Term and Termination. The term of this Exhibit is 12 months beginning the first day of the month after the Provider agrees through the execution of this exhibit to participate in the Collaborative Clinical Engagement Program. Either party may terminate participation of Provider and the Practitioners in the Collaborative Clinical Engagement Program for any reason prior to the expiration or termination of the Agreement upon ninety (90) days prior written notice to the other party. In the event of such termination, or any termination of the Agreement, Provider shall not be eligible for payment of any unpaid Collaborative Clinical Engagement Bonus corresponding to the Contract Year in which such termination is effective, and this Exhibit and the Collaborative Clinical Engagement Program will be of no further force and effect.	N	8/31/2021	90		Either party may terminate participation of Provider and the Practitioners in the Collaborative Clinical Engagement Program for any reason prior to the expiration or termination of the Agreement upon ninety (90) days prior written notice to the other party.	90	N		N	9/1/2020	12-3456789	DUMMY PHYSICIANS ALLIANCE	DUMMY PHYSICIANS ALLIANCE						DUMMY PHYSICIANS ALLIANCE			N	74-28	6	N			N	N		N			Regulatory Requirements. Provider agrees that, in connection with any Medicare and Medicaid products, Provider shall and shall prohibit the Practitioners and other persons under contract with Provider from claiming payment in any form directly or indirectly from a federal health care program (as that term is defined in Section 1128B(f) of the Social Security Act, 42 U.S.C. 1320a-7b(f)) for items or services covered under this Agreement. Provider and each Practitioner acknowledge and agree (i) that it, he or she has not given or received remuneration in return for or to induce the provision or acceptance of business (other than business covered by this Agreement) for which payment may be made in whole or in part by a federal health care program on a fee-for-service or cost basis; and (ii) that it, he or she will not shift the financial burden of this Agreement to the extent that increased payments are claimed from a federal health care program.	d. Repayment. No later than 120 days after the end of each Contract Year, Plan shall calculate the compliance rate for the provider selected Engagement Activity and Quality Measure. Please see additional calculation information in Schedule A. attached hereto and incorporated herein. If the provider selected target compliance percentage for Engagement Activity is less than or equal to 75% of the required goal for the Contract Year, Provider shall repay Plan fifty percent (50%) of the Collaborative Clinical Engagement Bonus paid for the applicable Contract Year. Such repayment shall be in the form of, at Plan's option, a recoupment from any incentive payment or combination thereof, or an offset of future bonus payments payable in connection with any subsequent Contract Year. Plan shall be solely responsible for the methodology used, and the final calculation indicated above.		N					N				N		N		N							N		N		N			N		N		N			$2.00	N		N	N
14	Filename: tx_76-06.txt	PARTICIPATING PROVIDER AGREEMENT	SUFFOLK HealthPlan, Inc.	Texas	Y	N		N						N		N			BEST HEALTHCARE PROVIDER	BEST HEALTHCARE PROVIDER						BEST HEALTHCARE PROVIDER			N	76-06	2	N			N	N		N			"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.			N		"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.		"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.	N				N		N		N							N		N		N			N		N		N				N		Y	N
15	Filename: tx_84-24.txt	PARTICIPATING PROVIDER AGREEMENT	WellBeing HealthPlan, Inc.	Texas	Y	N		N						N		N			Trinity HealtCare LLC	Trinity HealtCare LLC						Trinity HealtCare LLC			N	84-24	2	N			N	N		N			"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.			N		"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.		"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.	N				N		N		N							N		N		N			N		N		N				N		Y	N