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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 Upon Notice - Days	Termination With Cause - Days	Non-Renewal Language	Non-Renewal - Days	Amend Contract Upon notice Flag (Y/N)	Assignments Clause (Y/N)	Contract Effective Date	IRS #	IRS_Name	MULTIPLE IRS NAMES	NPI (10-digits)	NPI Name	Notice to Provider Name	Notice to Provider Address	Sequestration Reductions (Y/N)	Parent Agreement Code	Pages	Page_Num	Attachment/Exhibit	Line of Business	Provider Type	Provider Type - Level 2	Service Type	Plan Type	Lesser of Logic language, included (Y/N)	Lesser of Rate	Reimb. Methodology	Reimb. Methodology_Short	If rate is % of Payor or MCR [STANDARD]	If rate is % of Payor or MCR [STANDARD]_Short	FLAT FEE	Default Term	Default Rate	Inclusion of essential RBRVS "Fee Source" Language (Y/N)	CDM Neutralization Language, included (Y/N)	IP - DSH/IME/UC, included (Y/N)	Escalator or COLA (Y/N)	Delegated Function Indicator	National Agreement Indicator	Cost Settlement (Y/N)	Late Paid Claims (Y/N)	Late Paid Claims (Language)	Regulatory Requirements	Recovery Rights	Arbitration and Disputes	Exclusivity Requirement (Y/N)	Exclusivity Requirement (Language)	Payor	Clean Claim	Independent Review (Y/N)	Indemnification	Access to Medical Records	Member Confinement Days Language (Y/N)	Network Access Fees (Y/N)	Payment in Advance of Claims Submission Language (Y/N)	Eligibility Verification	Preauthorization	Policies and Procedures	Insurance Requirement	Conflicts Between Certain Documents (Y/N)	Conflicts Between Certain Documents (Language)	Relationship of Parties (Y/N)	Nonstandard Appeals Process (Y/N)	Disparagement Prohibition (Y/N)	Claims Editing Language (Y/N)	Claims Editing Language (Language)	Guarantee of Provider Yield (Y/N)	PMPM	Single Code Multiple Rates (Y/N)	Invoice Pricing (Y/N)	Medical Necessity Language (Language)	Template	Provider-Based Billing Exclusion (Y/N)
2	0	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
3	1	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	24.0	EXHIBIT B-1 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	STAR	N		All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
4	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	24.0	EXHIBIT B-1 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	STAR+PLUS	N		All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
5	3	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	24.0	EXHIBIT B-1 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	CHIP Perinatal	N		All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
6	4	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	25.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Medicaid	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
7	5	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	25.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services	Medicaid	Y	100% of AC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: Applied Behavior Analysis (ABA) Services and Rates					If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
8	6	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	All Covered Services except those listed below	Medicaid	N		one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
9	7	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Group adaptive behavior treatment by protocol, administered by technician under the direction of a physician or other QHP, face-to-face with 2 or more patients, each 15 minutes	Medicaid	N		Procedure Code : 97154 \| Description : Group adaptive behavior treatment by protocol, administered by technician under the direction of a physician or other QHP, face-to-face with 2 or more patients, each 15 minutes \| Rate Per Unit (15 minutes) : $ $11.00	Flat Fee			$11.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
10	8	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Adaptive behavior treatment, with protocol modification, administered by physician or other QHP, which includes simultaneous direction of technician, face-to-face with one patient, each 15 minutes	Medicaid	N		Procedure Code : 97155 \| Description : Adaptive behavior treatment, with protocol modification, administered by physician or other QHP, which includes simultaneous direction of technician, face-to-face with one patient, each 15 minutes \| Rate Per Unit (15 minutes) : $ 30.00	Flat Fee			$30.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
11	9	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Health Insurance Marketplace (HIM)	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
12	10	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Limited Network Plan (Kelsey Marketplace)	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
13	11	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Local Mental Health Authority (LMHA)	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
14	12	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Chemical Dependency (CD) Treatment Facility	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
15	13	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Early Childhood Intervention (ECI) Provider	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
16	14	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Mental Health Targeted Case Management	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
17	15	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Non- Local Mental Health Authority (LMHA)	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
18	16	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Covered Services	Applied Behavior Analysis (ABA)	Y	100% of BC	Subject to allowed reductions that Community may apply as a result of Physician/Provider's non-compliance with any applicable credentialing, billing, Prior Authorization, Referral, or Utilization Management guidelines, or other Community Protocols referenced in this Agreement, Physician/Provider shall accept as payment in full for Covered Services and all other services rendered to Members under this Agreement, the lesser of Physician/Provider's Billed Charges or the agreed compensation set forth in this Exhibit, less any applicable Member Expense: All Covered Services except those listed below: one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule.	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
19	17	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Family adaptive behavior treatment guidance administered by physician or other QHP (with or without the patient present). face-to-face with guardians(s)/caregiver(s), each 15 minutes	Applied Behavior Analysis (ABA)	N		Procedure Code : 97156 \| Description : Family adaptive behavior treatment guidance administered by physician or other QHP (with or without the patient present). face-to-face with guardians(s)/caregiver(s), each 15 minutes \| Rate Per Unit (15 minutes) : $ 30.00	Flat Fee			$30.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
20	18	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Multiple-family group adaptive behavior treatment guidance administered by physician or other qualified healthcare professional (without the patient present) face-to-face with multiple sets of guardians(s)/ caregiver(s)	Applied Behavior Analysis (ABA)	N		Procedure Code : 97157 \| Description : Multiple-family group adaptive behavior treatment guidance administered by physician or other qualified healthcare professional (without the patient present) face-to-face with multiple sets of guardians(s)/ caregiver(s) \| Rate Per Unit (15 minutes) : $ 22.00	Flat Fee			$22.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
21	19	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Group adaptive behavior treatment with protocol modifications, administered by a physician or other QHP, face to face with multiple patents', each 15 minutes	Medicaid	N		Procedure Code : 97158 \| Description : Group adaptive behavior treatment with protocol modifications, administered by a physician or other QHP, face to face with multiple patents', each 15 minutes \| Rate Per Unit (15 minutes) : $ 22.00	Flat Fee			$22.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
22	20	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Adaptive behavior treatment with protocol modification, each 15 minutes of technician's time face-to-face with a patient requiring the following components: administered by the physician or other qualified healthcare professional who is on site, with the assistance of two or more technicians, for a patient who exhibits destructive behavior, completed in an environment that is customized to a patient's behavior	Medicaid	N		Procedure Code : 0373T \| Description : Adaptive behavior treatment with protocol modification, each 15 minutes of technician's time face-to-face with a patient requiring the following components: administered by the physician or other qualified healthcare professional who is on site, with the assistance of two or more technicians, for a patient who exhibits destructive behavior, completed in an environment that is customized to a patient's behavior \| Rate Per Unit (15 minutes) : $ 45.00	Flat Fee			$45.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
23	21	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	All Covered Services except those listed below	Local Mental Health Authority (LMHA)	N		one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
24	22	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	All Covered Services except those listed below	Chemical Dependency (CD) Treatment Facility	N		one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
25	23	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	All Covered Services except those listed below	Early Childhood Intervention (ECI) Provider	N		one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
26	24	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	All Covered Services except those listed below	Non- Local Mental Health Authority (LMHA)	N		one hundred fifteen percent (115%) of the then current Texas Medicaid Fee Schedule	% of MCD	115% of MCD	1.15		If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
27	25	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Mental health service plan development by a non-physician	Local Mental Health Authority (LMHA)	N		Procedure Code : H0032 \| Description : Mental health service plan development by a non-physician \| Rate Per Unit (15 minutes) : $ 25.00	Flat Fee			$25.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
28	26	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Mental health service plan development by a non-physician	Chemical Dependency (CD) Treatment Facility	N		Procedure Code : H0032 \| Description : Mental health service plan development by a non-physician \| Rate Per Unit (15 minutes) : $ 25.00	Flat Fee			$25.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
29	27	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Mental health service plan development by a non-physician	Early Childhood Intervention (ECI) Provider	N		Procedure Code : H0032 \| Description : Mental health service plan development by a non-physician \| Rate Per Unit (15 minutes) : $ 25.00	Flat Fee			$25.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
30	28	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	90.0	90.0	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.	90.0	Y	Y	09/01/2019	12-3456789	ABC Center	ABC Center	1234567890.0	ABC Center	ABC Center	123 Maple Street, Springfield, TX 77471	N	1	38	26.0	EXHIBIT B-2 COMPENSATION	MEDICAID	Professional	Behavioral Health	Applied Behavior Analysis (ABA) Services and Rates - Mental health service plan development by a non-physician	Non- Local Mental Health Authority (LMHA)	N		Procedure Code : H0032 \| Description : Mental health service plan development by a non-physician \| Rate Per Unit (15 minutes) : $ 25.00	Flat Fee			$25.00 Per Unit (15 minutes)	If Physician/Provider bills for a Covered Service for which no reimbursement is defined by any of the methods listed above, Community shall compensate Physician/Provider according to thirty percent (30%) of Physician/Provider's Billed Charges.	30% of Physician/Provider's BC	N	N	N	N	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	Provider understands and agrees that any Medically Necessary Health and Behavioral Health Services contained in an IFSP must be provided to the Member in the amount, duration, scope and setting established in the IFSP.	N	N
31	29	Filename: hn_23-70.txt	AMENDMENT TO THE PROVIDER SERVICES AGREEMENT	All Health, Inc. Affiliates	California	N	N		N					N	N	01/01/2005	12-3456789	UCDD Medical Group	The Regents of the School of California UCDD Healthcare Network, UCDD Medical Group					N	23-70	6	3.0	AMENDMENT to the PROVIDER SERVICES AGREEMENT between ALL HEALTH, INC. AFFILIATES and THE REGENTS OF THE SCHOOL OF CALIFORNIA UCDD HEALTHCARE NETWORK	MEDICARE	Professional		Medicare HMO	Medicare HMO	N		As compensation for rendering PPG Capitated Services as defined herein, HMO shall pay PPG Capitation at forty one and fifty eight hundreds percent (41.58%) of Monthly Revenue as set forth below for each Medicare HMO Member eligible to receive such services from PPG during any particular month.	% of Monthly Revenue	41.58% of Monthly Revenue	0.4158				N	N	N	N	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	N

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