Exhibit 10.1
MASTER SERVICES AGREEMENT
This Master Services Agreement, by and between Elevance Health, Inc., an Indiana corporation (“Elevance Health”), and American Well Corporation, a Delaware corporation (“Supplier”), is entered into as of January 1, 2023 (the “Effective Date”).
In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions contained in this Agreement.
1.DEFINITIONS; INTERPRETATION.
Definitions. Capitalized terms used herein shall have the meanings ascribed to them in the body of this Agreement and/or in the Exhibits and other documents attached hereto, or as defined below. Terms other than those defined herein shall be given their plain English meaning-and terms of art having specialized meanings in Supplier’s industry shall be construed in accordance with industry standards. Unless the context otherwise requires, words importing the singular include the plural and vice-versa.
1.1 “Affiliate” means any entity controlling or controlled by or under common control with a Party, at the time of execution of the Agreement and any time thereafter, where “control” is defined as (a) the ownership of at least fifty percent (50%) of the equity or beneficial interest of such entity, or (b) any other entity with respect to which such Party has significant management or operational responsibility (even though such Party may own less than fifty percent (50%) of the equity of such entity). .
1.1. “Agreement” means (a) the body of this Master Services Agreement, (b) the Elevance Health policies and procedures, as may be modified from time to time, set forth in Section 2, (c) the applicable Exhibits, and (d) any SOW that is entered into and signed by both Parties pursuant to this Agreement, as well as any SOW entered into subsequent to the Effective Date of the Agreement.
1.2.“Elevance Health Competitor” means those companies listed below
1.3.“Elevance Health Data” means, in or on any media or form of any kind: (i) all data or summarized data related to Elevance Health or its Affiliates, and all data indexing such data (regardless of whether or not owned by Elevance Health, generated or compiled by Elevance Health, or provided by Elevance Health’s customers), including data that is in Elevance Health’s or its Affiliates’ databases or
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
otherwise in Elevance Health’s or its Affiliates’ possession on the Effective Date or at any time from such date through the last day of the Term, all tapes of recorded conversations with Elevance Health’s or its Affiliates’ customers and all other information recorded by Supplier concerning Elevance Health’s or its Affiliates’ customers or the provision of the Services or Deliverables; and (ii) all other Elevance Health or its Affiliates’ records, data, files, input materials, processed data, reports and forms that may be received, computed, developed, used, or stored by Supplier, or by any of Supplier’s subcontractors, for Elevance Health or its Affiliates in the performance of Supplier’s duties under the Agreement, but excluding in any event any internal data and information of Supplier and its subcontractors.
1.4.“Elevance Health IP” means (i) any IP made, conceived, developed, purchased, or licensed by Elevance Health or its Affiliates, or by third parties under contract to Elevance Health or its Affiliates, prior to the Effective Date of the applicable Statement of Work or PCWA (as defined in Section 4.5 below), (ii) any IP provided by Elevance Health or its Affiliates or their respective agents to Supplier for incorporation into the Deliverables or use in connection with the Services (including any Elevance Health Data, images, programming, computer code, photographs, illustrations, graphics, audio clips, video clips and text), and (iii) any modifications or enhancements to the foregoing.
1.5. “Applicable Laws” shall mean all international, federal, state and local laws, statutes, ordinances, codes, rules, regulations, standards, orders (which are applicable to Elevance Health or Supplier), licenses, or permits of any governmental entity or other authority that reasonably relate to performance under this Agreement in any applicable jurisdiction (whether within the United States or in any other country).
1.6.Covered Individual means an individual who is a member of a health plan offered by Elevance Health or an Affiliate of Elevance Health who in either case is eligible to receive Covered Services.
1.7.Covered Services means medically necessary health services, as determined by Elevance Health or its Affiliate and described in the applicable health benefit plan, for which a Covered Individual is eligible.
1.8.“Custom IP” means IP made, conceived, or developed by Supplier or any subcontractor for Elevance Health or its Affiliates in creating the Deliverables or performing the Services. Except for the licenses granted herein, Custom IP does not include Supplier IP or Third-Party IP. For clarity and notwithstanding anything set forth herein, Custom IP must be outlined, identified (via reference to this Agreement and the foregoing defined term) and delineated in an agreed upon statement of work.
1.9. “Deliverable” or “Deliverables” means the tangible or intangible items produced by Supplier for Elevance Health or its Affiliates and outlined, identified (via reference to this Agreement and the foregoing defined term), and delineated specifically in a mutually agreed upon Statement of Work. .
1.10. “Documentation” shall mean all manuals, descriptions, instructions or other materials made available to Supplier’s customers, that are in existence or may come into existence during the period Supplier is providing Deliverables, Supplier-Provided Materials and/or Services hereunder and which describe the operation, maintenance, functionality and use of such Deliverables, Supplier-Provided Materials and/or Services, as applicable.
1.11. “Exhibit” or “Exhibits” shall include, when applicable, Exhibit A (Required Information Security Controls), Exhibit B (Business Associate Agreement), Exhibit C (Federal Program Commercial Item Addendum), Exhibit D (Medicare Advantage and Medicare Part D Regulatory Exhibit), Exhibit E
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
(State Medicaid Attachments), Exhibit F (Diversity Supplier Compliance Exhibit), Exhibit G (Qualified Health Plan Regulatory Exhibit), or any other Exhibits attached hereto.
1.12.“IP” or “Intellectual Property” means all concepts, inventions (whether or not protected under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protected under copyright laws), moral rights, mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, names, likenesses, know-how, ideas (whether or not protected under trade secret laws) and all other subject matter protected under patent (or which is not patented, but is subject matter that is protected under patent law), copyright, mask work, trademark, trade secret, or other laws, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, for all media now known or later developed, including all new or useful art, combinations, discoveries, formulae, algorithms, specifications, manufacturing techniques, technical developments, systems, computer architecture, artwork, software, programming, applets, scripts, designs, processes and methods of doing business.
1.13. “Nonpublic Personal Financial Information” or “NPFI” shall have the same meaning as “Nonpublic Personal Information” in 15 USC, Subchapter I, Sec. 6801-6809, of the Gramm-Leach-Bliley Act. NPFI may also be referred to herein as “Personally Identifiable Information.”
1.14. “Party” means Elevance Health or Supplier; “Parties” means Elevance Health and Supplier.
1.15. “Protected Health Information” or “PHI” shall have the same meaning as the term “Protected Health Information” in 45 C.F.R. § 160.103, limited to the information created or received by Supplier from or on behalf of Elevance Health.
1.16.“Services” shall mean all services performed under the Agreement pursuant to a properly authorized and executed Statement of Work, together with any or all of the acts, services, tasks, subtasks, work, and/or Deliverables reasonably required to provide Elevance Health with such services in accordance with this Agreement, whether or not such inherent or implicit acts, services, tasks, subtasks, work and/or Deliverables are expressly identified in the Statement of Work (other than such acts, services, tasks and materials that Elevance Health or its representatives are responsible for providing as expressly listed in the applicable Statement of Work).
1.17. “Statement of Work” or “SOW” means the document describing the Services, Deliverables, functions, responsibilities and projects to be performed thereunder, in accordance with this Agreement, and signed by authorized representatives of both Parties. Each SOW shall constitute a separate agreement which incorporates the terms and provisions of this Agreement, whether or not such SOW expressly references this Agreement.
1.18.“Supplier Competitor” means any entity that is deemed competitive to Supplier and listed as such in a Gartner publication at any time during the Term.
1.19.“Supplier IP” means IP made, conceived, developed, purchased, or licensed by Supplier or its Affiliates, or by third parties under contract to Supplier or its Affiliates, (i) prior to the effective date of the applicable Statement of Work or PCWA or (ii) independent of the Services, that, in case of both (i) and (ii) above: neither contains Elevance Health IP or any derivative works thereof; nor uses, includes or refers to Confidential Information of Elevance Health. For the avoidance of doubt, Supplier IP does not include Custom IP or any other Elevance Health IP.
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
1.20.“Supplier-Provided Materials” shall mean all materials, systems, goods, processes, and/or any other item, as applicable, provided by Supplier and delivered or made accessible to Elevance Health for Elevance Health’s use or benefit as identified in an Exhibit or SOW.
1.21. “Third-Party IP” means IP licensed, made, conceived, or developed by a third-party and used by Supplier in creating the Deliverables or performing the Services.
1.22.Applicability of Definitions. The definitions contained in this Agreement shall apply to each Exhibit and SOW.
1.23.Requirement of a SOW; Order of Precedence. For each engagement under this Agreement, the Services to be performed by Supplier at Elevance Health's request will be described in an SOW. Each SOW and each amendment thereto must be signed by both Parties. Each SOW shall constitute a separate agreement which incorporates the terms and provisions of this Agreement. The provisions of this Master Services Agreement shall control over any conflicting provisions in an SOW, except to the extent the SOW indicates the clear intent of the Parties that such conflicting term prevail over a term or condition of this Master Services Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event of any inconsistency or conflict between the terms and conditions of this Agreement and the terms and conditions of any of the following Exhibits, if such Exhibits are attached to this Agreement, then the terms and conditions of the following specified Exhibits shall prevail over the terms and conditions of the main body of this Master Services Agreement and any SOW: Exhibit A (Required Information Security Controls), Exhibit B (Business Associate Agreement), , Exhibit C (Federal Program Commercial Item Addendum), Exhibit D (Medicare Advantage and Medicare Part D Regulatory Exhibit) Exhibit E (State Medicaid Attachments), Exhibit G (Qualified Health Plan Regulatory Exhibit).
1.24.Elevance Health Affiliates. Elevance Health and any of its Affiliates (as they may exist during the term hereof) may engage Supplier to perform Services and deliver Deliverables under this Agreement. Elevance Health Affiliates are granted all rights and benefits of the Services and Deliverables under this Agreement; provided that (i) they shall be deemed to be bound by the terms and conditions contained herein, and (ii) Elevance Health shall be responsible for any breach of this Agreement by such Affiliates. In no event shall Elevance Health, Inc. be deemed or understood to administer or insure health care plans and/or health care delivery services.
1.25.Transferred Entities. If Elevance Health sells or otherwise transfers ownership of a business unit or Affiliate (a “Transferred Entity”) using any Services or Supplier-Provided Materials or entitled to purchase Services or Supplier-Provided Materials hereunder, at Elevance Health’s option the Transferred Entity may continue to use or maintain the right to purchase such Supplier-Provided Materials and/or Services for a period not to exceed six (6) months, under the terms and conditions of this Agreement, provided (i) such Transferred Entity signs an agreement with Supplier agreeing to be bound by the terms and conditions of this Agreement and (ii) such Transferred Entity is not a Supplier Competitor. In such a case, Supplier shall cooperate with Elevance Health, the Transferred Entity and any new supplier in a transition to a new supplier’s products and/or services.
2.ELEVANCE HEALTH POLICIES AND PROCEDURES.
2.1Sources. In addition to all other obligations contained herein, Supplier and its sub-contractors shall adhere to the then-current and applicable Elevance Health policies and procedures described in this
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Section and this Agreement. The policies and procedures are expressly referenced and incorporated into this Agreement and are either attached as exhibits to this Agreement and/or provided to Supplier via the web site addresses listed below (or any successor site or communication designated by Elevance Health).
Supplier Relations Webpage: https://www.Elevance Healthinc.com/Suppliers/index.htm
(a) Supplier Code of Conduct
(b)Supplier Reimbursable Expense Guidelines
(c) Procurement Process Technology and Electronic Signatures
(d) Requirements for Onsite Personnel
(e) Exhibit A: Required Information Security Controls
(f) Exhibit B: Business Associate Agreement (“BAA”)
(g) Exhibit C: Federal Government Services Addendum for Commercial Items
(h) Exhibit D: Medicare Advantage and Medicare Part D Regulatory Exhibit)
(i) Exhibit E: State Medicaid Attachments
(j) Exhibit F: Diversity Supplier Compliance Exhibit
(k) Exhibit G: Qualified Health Plan Regulatory Exhibit
3.INVOICING AND PAYMENT; AUDIT.
3.1 Payment of Fees and Expenses. Supplier shall invoice Elevance Health for the fees as set forth in each SOW, as applicable (“Fees”). All Fees will be invoiced by Supplier and paid by Elevance Health in U.S. Dollars. Except for (i) the Fees and (ii) expenses agreed to in an applicable SOW and incurred in accordance with this Agreement (“Expenses”), no other amounts shall be charged by Supplier or payable by Elevance Health. Elevance Health shall have the right of offset against amounts owed to it by Supplier. If a SOW specifies that Elevance Health is to pay Supplier’s Expenses for travel, meals and lodging, Elevance Health shall reimburse Supplier for actual, necessary and reasonable Expenses for: (a) travel by non-local Supplier personnel to a site specified by Elevance Health to perform services under a SOW; and (b) meals and lodging for such non-local personnel while performing such services. Except as otherwise provided in a Statement of Work, all payments are due to Vendor within thirty (30) days of invoice date.
3.2Elevance Health Invoice Requirements.
General. Supplier shall invoice Elevance Health for all Fees and, if applicable, Expenses via the Anthem Invoice online tool in accordance with the then current requirements at Anthem, Inc. Policies and Procedures (https://www.antheminc.com/cs/groups/wellpoint/@wp_suppliers/documents/wlp_assets/d19l/mji2/~edisp/pw_e226861.pdf)
and as stated in the Procurement Process Technology and Electronic Signatures provisions therein. Supplier shall not charge Elevance Health for researching, reporting or correcting errors related to invoices. The invoice date shall not be earlier than the date on which Supplier is entitled to payment under the applicable SOW, or if not specified in the SOW, invoices may be issued monthly in arrears. Unless otherwise specified in a SOW, rates under a SOW or rate card Exhibit attached to this Agreement shall be fixed for the greater
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of the term outlined in the SOW in question. Thereafter, unless otherwise agreed by the Parties, such rates shall not increase more often than annually and such increases shall not exceed the lesser of (i) the Consumer Price Index for All Urban Consumers (CPI-U): U. S. city average or (ii) three percent (3%) above the immediate prior rate. Supplier shall give Elevance Health at least sixty (60) days prior written notice of any increase in rate. Each such invoice shall contain sufficient detail to allow Elevance Health to identify all Services rendered.
3.2.1Procurement Process Technology Fees. Supplier will be solely responsible for all expenses associated with transmitting and receiving documents via Elevance Health’s Procurement Process Technology.
3.3Intentionally left blank.
3.4If Elevance Health disputes any invoiced amount, Elevance Health may withhold the disputed amount and will notify Supplier no longer than ninety (90) days after receipt in detail as to the nature of the disputed charges and the reason for Elevance Health’s disagreement. Supplier shall respond by providing documentation in reasonable detail for the disputed charges. The Parties shall make all reasonable attempts to resolve the dispute as amicably as possible within thirty (30) days. Invoices which are not sent via the Elevance Health Invoice online tool shall automatically be deemed to be in dispute until the invoice is resubmitted via such online tool.
3.5Record Retention; Audits.
3.5.1Record Retention. In performing its obligations under this Agreement, Supplier shall comply with all applicable records management laws and regulations and its internal record retention policy,. Supplier is responsible for preventing the unauthorized destruction of records. Supplier must suspend the routine destruction of records when a legal hold obligation arises.
Billing Audits. Supplier shall maintain complete, accurate and detailed records regarding all amounts charged to Elevance Health under this Agreement. Supplier shall retain such records consistent with the Record Retention obligations in Section 3.5.1, but for no less than three (3) years from date of the invoice for such amount charged. On an annual basis, Supplier shall allow Elevance Health and/or its authorized representatives to inspect and conduct on site audits on such records during normal business hours upon 30 business days’ written notice and for a maximum of one business day. Supplier will make records available for review electronically upon request and with 30 days written notice. If discrepancies or questions arise with respect to such records, Supplier shall preserve such records until an agreement is reached with Elevance Health regarding their disposition. Except as set forth in the last sentence of this Section, each Party shall bear its own expenses in conducting the audit and responding to information requests and Supplier shall not pass on such costs (including employee time, overhead, research, copying charges, professional fees, etc.) to Elevance Health. If an audit reveals that Supplier overcharged Elevance Health for any fees, expenses or any other charges under this Agreement for any logically or readily identifiable component of a Service or chargeable material (as examples for illustrative purposes only: such as a greater than an agreed upon hourly rate for one or more personnel providing services, billing in excess of actual hours worked, miscalculation of actual amount of chargeable of supplies consumed, etc.), Supplier shall promptly reimburse Elevance Health in full for such overcharge(s).
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
3.5.2Performance Audits. Supplier agrees to make available (including providing copies of documents requested by Elevance Health auditors at no additional expense to Elevance Health) Supplier personnel and any and all non-proprietary books, records or other documents in its possession pertaining to the performance of its duties under this Agreement or applicable state and federal regulating authorities with jurisdiction over Elevance Health. The onsite portion of any such Performance Audit may only occur annually, upon 30 days advance written notice and for a maximum duration of one business day. The foregoing audit rights shall include when applicable, audits of (i) practices and procedures, (ii) security practices and procedures, (iii) disaster recovery and backup procedures, and (iv) other areas necessary to enable Elevance Health to meet Applicable Laws applicable to the Services and verify that Supplier is in compliance with the terms of this Agreement. Such audits and inspections may address Supplier’s performance of the Services and compliance with the provisions of this Agreement.
3.5.3Hitrust. Supplier shall maintain a Hitrust CSF certification throughout the Term.
3.5.4Taxes. Elevance Health shall pay to Supplier all applicable sales or use taxes assessed by a government authority with respect to the Services and/or Supplier-Provided Materials provided by Supplier under this Agreement, provided that Supplier shall separately itemize such taxes on its invoice(s) to Elevance Health and that, upon request of Elevance Health, Supplier shall provide substantiation to Elevance Health confirming Supplier’s reporting and remittance of such taxes to the appropriate government entity. Elevance Health shall not be liable for the payment of taxes imposed upon Supplier or upon Supplier’s personnel resources, including state and federal income taxes, franchise taxes, Social Security taxes, welfare taxes, unemployment contributions, disability insurance, training taxes and any prepayments, estimated payments, reports, or withholdings required for such taxes. Any payment by Elevance Health of a Supplier tax obligation shall in no way affect or abrogate Supplier’s obligations under this Agreement and shall not be construed as acceptance by Elevance Health of any Service or Supplier-Provided Materials or as a waiver of any of Elevance Health’s rights.
4.SERVICES - GENERAL TERMS.
4.1Services. During the Term of this Agreement, Supplier shall perform the Services, produce and deliver the Deliverables, as applicable, pursuant to this Agreement and written mutually agreed upon SOWs upon written request by Elevance Health or its Affiliates for such Services and Deliverables. Unless otherwise agreed to in advance by Elevance Health in a properly executed Statement of Work, Supplier shall perform all Services in the United States and at no other location. Although the Parties have attempted in this Agreement (and the Parties agree to attempt in any Statement of Work) to delineate the specific services and functions to be provided by Supplier to Elevance Health and its Affiliates hereunder, the Parties acknowledge and agree that no such delineation could possibly be entirely exhaustive or complete and that some intended items may not be specifically identified. Accordingly, and notwithstanding anything to the contrary elsewhere in this Agreement or in any Statement of Work, Supplier’s obligations hereunder shall include the performance of not only all of the Services and functions, and delivery of not only all of the Deliverables, that have been specifically delineated in this Agreement and in any Statements of Work, but also all of the incidental or related services and deliverables that the Parties mutually agree are consistent with, and reasonably necessary to, the performance of any of the Services and functions, and delivery of the Deliverables, so delineated, except (i) services or functions for which Elevance Health expressly retains responsibility hereunder or (ii) services or functions expressly excluded from the Services, or subject to express qualifications or limitations of a Statement of Work.
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
4.2No Minimum Commitment. Except as specifically set forth herein, Supplier understands Elevance Health makes no promises or representations whatsoever as to the amount of Services and/or Supplier-Provided Materials it will request during the term of this Agreement.
4.3Non-Exclusivity. This Agreement is nonexclusive and does not grant Supplier an exclusive right to provide Elevance Health or its Affiliates with any kind of services, deliverables or products and Elevance Health and its Affiliates may use its own employees or other contractors to perform the same or similar Services or provide the same or similar Supplier-Provided Materials as are to be performed and/or provided by Supplier hereunder.
4.4Performance Standards.
4.4.1Supplier will perform the Services in accordance with the qualitative and quantitative standards set forth in the service level section of the applicable Statement of Work (the “Service Levels”) if applicable. The Service Levels shall be applied as expressly provided in the applicable SOW.
4.4.2Supplier will track, monitor, measure and report on its performance as against the Service Levels as specified in the applicable Statement of Work. Unless the applicable Statement of Work provides that Elevance Health will implement specific measurement and monitoring tools, Supplier shall implement the necessary measurement and monitoring tools and procedures required to accurately and timely monitor and report on Supplier’s performance of the Services against the applicable Service Levels. Supplier shall maintain such measurement and monitoring tools and procedures throughout the Term.
4.4.3Intentionally left blank.
4.4.4Supplier will provide Elevance Health credits against Supplier’s charges if it fails to meet a Service Levels as provided in the Statement of Work (“Service Credits”). The specifics of the Service Levels and any possible related Service Credits will be listed in the applicable Statement of Work.
4.4.5If Supplier fails to meet a Service Level, Supplier will perform a root cause analysis to determine the cause of the failure, take such steps as are necessary to recover from such failure, develop for Elevance Health review a plan outlining the steps Supplier will take to minimize to the extent possible the risk that such failure will reoccur and implement such plan. In addition, Supplier will report to Elevance Health in writing regarding the cause of the failure and the steps taken by Supplier.
4.4.6Where Supplier can reasonably establish that: (a) the root cause of its failure to achieve a Service Level was a factor outside of the reasonable control of Supplier, (b) Supplier is without fault in causing such factor, (c) Supplier would have achieved such Service Level but for such factor, and (d) Supplier used commercially reasonable efforts to (1) foresee and prevent the occurrence of such factor, and (2) perform and achieve that Service Level notwithstanding the presence and impact of such factor, then no Service Level Credit shall be assessed against Supplier for any resulting Service Level Default and Supplier shall otherwise be excused from achieving such Service Level for as long as the circumstances relating to such factor and preventing achievement of such Service Level prevail and Supplier continues to use its commercially reasonable efforts to prevent, overcome and mitigate the adverse effects of such factor to the extent required to achieve the applicable Service Level. For purposes of this provision, a failure of a subcontractor or Affiliate of Supplier shall not be treated as outside the control of Supplier except to the
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extent Supplier reasonably establishes that the failure is the result of factors outside the control of both Supplier and the subcontractor or Affiliate. Notwithstanding the forgoing, the presence of such factor(s) outside of the control of Supplier and/or its subcontractors or Affiliates shall not relieve Supplier of its business continuity and disaster recovery obligations set forth in Section 4.9.
4.5Unauthorized Deliverable; Pre-Contract Work Authorization. Elevance Health will not be required to compensate Supplier for any work not described in a SOW, order form, or other appropriate writing signed by an authorized representative of Elevance Health, either as originally agreed to or as changed pursuant to the change control procedures set forth in Article 6 herein. An exception to the requirement of an executed SOW may be made if Elevance Health determines there is an urgent requirement to commence work and authorizes commencement of work before the finalization of a written SOW by way of a Pre-Contract Work Authorization (“PCWA”) duly signed by Elevance Health; provided, however, that Elevance Health can terminate the PCWA at anytime if not reasonably satisfied with the progress being made toward finalization of a written SOW and provides Supplier with ten (10) days written notice of its intent to terminate any PCWA.
4.6Cooperation with and Access by Third Parties. Elevance Health may from time to time hire outsourcers, subcontractors, consultants, or other third parties (“Elevance Health Third-Party Contractors”) to perform services or provide products relating to Elevance Health’s business or the business of an Elevance Health Affiliate, and which may be integrated with the Services or Supplier-Provided Materials provided by Supplier hereunder (an “Integrated Project”). Provided that such Elevance Health Third-Party Contractors are bound by obligations of confidentiality no less stringent than those provided by Elevance Health to Supplier and are not a Supplier Competitor, Supplier shall cooperate with and work in good faith with any Elevance Health Third-Party Contractor(s) as reasonably requested by Elevance Health. Such cooperation may include knowledge sharing of standards, policies, quality assurance and testing processes, as applicable, to ensure smooth deployment of Integrated Projects and/or the smooth and efficient transition of any Services (or component of Services) to, from, or among Elevance Health, Supplier and any Elevance Health Third Party Contractor. Moreover, nothing in the Agreement shall restrict access by such persons to the Services, Supplier-Provided Materials, and/or Deliverables, as applicable, as reasonably required for such Elevance Health Third Party Contractors to perform functions for and on behalf of Elevance Health or any Elevance Health Affiliate; and provided that such Elevance Health Third Party Contractors shall use or access the Supplier-Provided Materials and/or Services solely for Elevance Health’s benefit and shall have agreed to confidentiality provisions no less restrictive than those contained in this Agreement for the benefit of Supplier, and Elevance Health shall remain responsible for such Elevance Health Third Party Contractor’s use or access to the Supplier-Provided Materials and/or Services in accordance with the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall give Elevance Health or its Elevance Health Third-Party Contractors access to Supplier’s proprietary software without prior written consent.
4.7.1Clearance for Certain Elevance Health Provided Software. If Elevance Health will provide any software or access to software to Supplier, then before commencement of Supplier’s Services (if specified on the applicable SOW) or before such software is accessed or used by Supplier (if the software is not specified on the applicable SOW), Elevance Health shall have the opportunity to ascertain whether it has the license rights to permit Supplier to access and use the third-party software needed for such project. Elevance Health may cancel or postpone any specific work with Supplier (without any financial penalty and without such cancellation constituting a breach of contract by Elevance Health) if Elevance Health
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determines that it does not possess the needed license for Supplier to perform the Services for which such third-party software is needed. Unless explicitly provided for in a SOW, Supplier is responsible for any software, equipment, supplies, materials or other provisions Supplier may need in performing Services or providing Deliverables.
4.7.2Use of Elevance Health Provided Software. For each item of third-party software to which Elevance Health provides Supplier access or use of pursuant to a SOW, Supplier must de-install and return all such software to Elevance Health upon the expiration or termination of a SOW or at Elevance Health’s request (and, at Elevance Health’s request, provide an officer’s written certification it has done so). Supplier may use or have access to such software only for the purpose of performing the applicable SOW and any other use is strictly prohibited. Supplier shall adhere to any third-party software license limitations when informed of, or provided with, those limitations.
4.8Business Continuity and Disaster Recovery.
4.8.1Disaster Avoidance. Supplier will maintain disaster avoidance procedures (e.g. fire detection, sprinkler systems, physical security) designed to safeguard Elevance Health’s Data and the business continuity of the processes for which Supplier is responsible throughout the Term. These procedures will be subject to Elevance Health’s review and approval as part of the agreed upon BCP. Supplier will be required to revise and maintain these procedures so that they are reasonably acceptable to Elevance Health throughout the Term.
4.8.2Supplier shall maintain business continuity, disaster recovery, and backup capabilities and facilities, through which Supplier shall be able to recover the Services following any event that causes a material disruption to such Services (a “BCP Event”) and will document the foregoing, including the processes and procedures to execute such recovery, in a written business continuity plan (“BCP”). The BCP and supporting capabilities and facilities will include at least 2 geographically diverse facilities, including adequate resources, designed to enable recovery and restoration of the Services in accordance with the Recovery Time Objective (RTO) and Recovery Point Objective (RPO), each measured from the moment of disruption, set forth below. Supplier also warrants that its BCP does now and will continue to comply with ISO 22301, DRI (Disaster Recovery Institute), BCI (Business Continuity Institute), ISO 27001 or Hitrust standards or equivalent standards of practice, acceptable to Elevance Health in writing.
4.8.3If a BCP Event occurs: (a) Supplier will, at no additional charge, recover the Services within the RTO of [**] and with an RPO of [**], unless such other RTO or RPO is approved by Elevance Health and set forth in an SOW with respect to the services set forth in the SOW; (b) Supplier will provide Elevance Health with timely notification and updates of the disruption, expected impact, expected duration, action plan and status; and (c) Supplier will not treat any other customer better than Elevance Health.
4.8.4Supplier will provide Elevance Health with access for a facilitated “in camera” review, via secure WebEx or similar technology, of a true copy of its applicable BCP, upon request, and will not make changes to its BCP that would impair the BCP’s effectiveness as it relates this Agreement.
4.8.5If Supplier becomes aware that it is in material non-compliance with its BCP, Supplier shall (a) notify Elevance Health in writing promptly but in no event later than five days, and (b) cure any such non-compliance within ten (10) business days thereafter.
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4.8.6Supplier will test its BCP annually, and will provide Elevance Health with an annual attestation as to the adequacy of its BCP and a summary of its BCP annual test results upon written request from Elevance Health for the same.
4.8.7 Upon Elevance Health’s request, Supplier will complete and submit a then-current version of a DRP and BCP pre-assessment and evaluation in the form provided by Elevance Health, but not more frequently than annually, unless the foregoing reveals a non-compliance, in which case Supplier will complete updated documents to verify the non-compliance has been corrected.
4.9Acceptance and Training. Acceptance with respect to Services shall be as addressed in Section 4.9.1 and with respect to Deliverables shall be as set forth in Section 4.9.2.
4.9.1Acceptance of Services. To the extent a SOW provides for Services:
(a) Acceptance. Unless otherwise specified in a SOW, Elevance Health shall have ten (10) calendar days from the completion of each phase or milestone to test the Services relating thereto in order to determine whether such Services meet the standards and/or accomplish the objectives or other criteria for such Services as established in the applicable SOW (“Services Preliminary Acceptance Period”). If Elevance Health gives notice of non-Acceptance, (i) Elevance Health shall describe the reasons for non-Acceptance to Supplier in reasonable detail; (ii) Supplier shall have ten (10) calendar days to re-perform the deficient Services at no cost to Elevance Health, until the applicable standards, objectives, milestones and/or other criteria set forth in the SOW are met; and (iii) a ten (10) calendar day re-testing preliminary acceptance period shall begin.
(b) Intentionally left blank.
4.9.2Acceptance of Deliverables. To the extent a SOW provides for Deliverables, the SOW shall identify whether the Deliverable will be subject to Elevance Health review (a “Review Deliverable”) or will be subject to Elevance Health testing (a “Test Deliverable”) and will contain the review and/or testing criteria. Any reference to a “Deliverable” herein shall include reference to a Test Deliverable or a Review Deliverable, as the context requires.
(a) Preliminary Acceptance. Unless otherwise specified in the applicable SOW, Elevance Health shall have ten (10) calendar days after receipt to review each Review Deliverable or twenty (20) calendar days to test each Test Deliverable (or portions thereof if such Deliverable is to be delivered in portions as set forth in the applicable SOW) to determine whether it meets the Specifications (the “Preliminary Acceptance Period”). This Preliminary Acceptance Period shall not begin until the Documentation has been delivered to Elevance Health and the Deliverables are fully installed and operational as determined by the Parties. If Elevance Health gives notice of non-Acceptance, (i) Elevance Health shall describe the reasons for non-Acceptance to Supplier in reasonable detail; (ii) Supplier shall have five (5) calendar days to correct the Deliverable at no cost to Elevance Health; and (iii) the Preliminary Acceptance Period shall begin again.
(b) Final Acceptance; Multi-Phase Projects. Upon final delivery of all related Deliverables, (including upon completion of an intermediate phase of a project or entire project, as specified in a SOW), Elevance Health shall have ten (10) calendar days after receipt to review the Review Deliverables or thirty (30) calendar days to test the Test Deliverables to determine whether they meet the Specifications (the “Deliverables Final Acceptance Period”), unless a different time frame is specified in
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a SOW. This Deliverables Final Acceptance Period shall not begin until the Documentation has been delivered to Elevance Health and the Deliverables are fully installed and operational as determined by the Parties. If Elevance Health gives notice of non-Acceptance, (i) Elevance Health shall describe the reasons for non-Acceptance to Supplier in reasonable detail; (ii) Supplier shall have fourteen (14) calendar days to correct the Deliverables at no cost to Elevance Health; and (iii) the Deliverables Final Acceptance Period shall begin again. In the event Supplier fails to modify a rejected Deliverable to conform to the Specifications contained in the applicable SOW, as determined in Elevance Health’s reasonable discretion, Elevance Health may terminate the applicable SOW immediately and receive from Supplier a refund of: (i) the fees previously paid to Supplier for the rejected Deliverable; and (ii) the fees previously paid for all other Deliverables which are materially affected by such non-conformity. If Deliverables are deemed unacceptable and the Parties fail to resolve the matter to their reasonable satisfaction, then either Party may submit the matter for dispute resolution pursuant to the procedures provided for in Article 16 (Dispute Resolution). If the Parties intend that all Services and/or Deliverables performed and provided in multiple phases under a SOW are to be subject to final Acceptance testing under this paragraph, because such interim phases culminate in an integrated deployment or other solution, notwithstanding any preliminary acceptance that may have been determined during an intermediate phase of the project, then the Parties shall so explicitly provide in the SOW. To the extent a project involves Deliverables integrated with Services, then the foregoing testing, rejection and refund procedures and remedies shall include all related Services.
4.9.3Deemed Acceptance; Further Notice. Unless otherwise stated in a SOW, if Elevance Health does not furnish a written notice of acceptance or non-acceptance to Supplier as contemplated in this Section 4.9, prior to the end of the applicable acceptance period, then Elevance Health will be deemed to have accepted such Services and/or Deliverable or other items as applicable.
4.9.4Training. Upon Elevance Health’s request, and promptly following the delivery or installation of any Deliverable(s) and if outlined in a mutually agreed upon SOW, Supplier shall provide Elevance Health with training on the use and operation of the Deliverable(s) as is necessary for Elevance Health to operate and maintain such Deliverable(s). Elevance Health shall pay Supplier the fee as set forth in the applicable SOW for such training.
4.10Transition Assistance. At Elevance Health's request, commencing upon the termination or expiration of this Agreement or any SOW hereunder, or other discontinuation of a component of the Services, for any reason unless termination is due to a breach by Elevance Health, Supplier shall provide up to one-hundred eighty (180) days of assistance to Elevance Health or a third-party designee of Elevance Health (who is not a Supplier Competitor) and continuation of Services. Services will continue at the existing SOW rate and additional transition assistance shall be negotiated and documented in such SOW. Within ten (10) calendar days of Elevance Health’s request for transition assistance, the Parties shall meet to develop a transition plan. Such transition plan and transition assistance may include, by way of example: detail of Supplier’s then-current responsibilities and resource commitments; Supplier information concerning personnel, software, skill sets and other resources used by Supplier to provide the Services (including third party services required to provide the Services); explanation of security and problem management processes and standards; provision of all data and medical records to Elevance Health; return of any Elevance Health assets, information, data, and Confidential Information; anything else reasonably related to the transition of affected Services. The Parties may provide for different transition assistance responsibilities, timing and payment schedules in a SOW. For clarity, all of the information provided by Supplier is Confidential Information shall be subject to the confidentiality obligations hereunder.
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4.11Supplier Resources and Materials. Except as expressly provided otherwise in this Agreement or in a Statement of Work, Supplier shall (at its own risk and expense) provide all of the materials and resources necessary for delivering the Services, providing the Deliverables and otherwise meeting Supplier’s obligations under this Agreement. Any project-specific resources (and the financial and operational responsibility therefore) shall be detailed in each applicable Statement of Work. If an applicable SOW provides that Elevance Health will be paying for any such materials, all such costs shall be set forth in detail in the applicable SOW; any such third party charges shall be passed through to Elevance Health at Supplier’s actual cost, with no mark-up.
4.12Elevance Health Property. Any tangible property furnished to Supplier by Elevance Health or its Affiliates in connection with this Agreement shall be deemed bailed to Supplier for the mutual benefit of the Parties and title thereto shall at all times remain in Elevance Health or its Affiliate, as the case may be; in no event may Supplier transfer any such Elevance Health tangible property outside the continental United States without Elevance Health’s prior written consent, which may be given or withheld in Elevance Health’s reasonable discretion. Supplier assumes all risk of loss of any such property while in Supplier’s constructive possession or control, and Supplier shall promptly pay Elevance Health for all such tangible property that is damaged or destroyed during any such time or that Supplier otherwise fails to return to Elevance Health. Supplier shall maintain at all times, and shall submit to Elevance Health upon written request from time to time, an accurate, detailed and current written list of any property of Elevance Health or its Affiliates (including designs, reports, manuals, documents, specifications, hardware, software and equipment) received or obtained by Supplier pursuant to this Agreement. No property of Elevance Health or its Affiliates shall be removed from Elevance Health’s or its Affiliates’ premises without the prior written consent of Elevance Health. Any property of Elevance Health or its Affiliates’ shall be promptly returned upon the earlier of: (i) Elevance Health’s request for the return thereof; or (ii) completion or termination of the applicable Statement of Work to which such property pertains. Supplier shall, at its risk and expense, while any property of Elevance Health or its Affiliates is in Supplier’s custody or control maintain such materials in good condition.
4.13Use of Elevance Health Facilities. If Elevance Health requires Supplier to provide Services at an Elevance Health facility, Elevance Health shall provide Supplier with adequate space in such Elevance Health facility necessary for Supplier to perform the Services (as such space is identified in the relevant Statement of Work). Supplier shall use the Elevance Health facilities for the sole and exclusive purpose of providing the Services and delivering the Deliverables. Access to Elevance Health facilities shall be restricted to normal Elevance Health business hours, or the normal business hours of the particular Elevance Health facility or Service Location, as applicable. Access to Elevance Health facilities outside of normal business hours will be based on demonstrable project or other support effort needed and must be approved in advance by Elevance Health’s Project Manager or his/her designee. Supplier shall repair, or cause to be repaired, at Supplier’s sole cost and expense, any and all damage caused by negligent or willful misconduct of Supplier personnel to Elevance Health facilities or other Elevance Health facilities, including Elevance Health’s buildings, grounds, equipment and furniture, caused by the negligence or willful misconduct of Supplier or any of its personnel or subcontractors, or any other person performing Services on Supplier’s behalf under this Agreement or any Statement of Work. Supplier shall immediately notify Elevance Health of any and all such damages. All reasonable costs incurred by Elevance Health for such repairs shall be repaid by Supplier by cash payment upon demand and without limitation of Elevance Health’s other rights and remedies provided by law, in equity, or otherwise under this Agreement. Elevance Health may deduct any such costs from any amounts due to Supplier from Elevance Health under this Agreement.
5.RELATIONSHIP MANAGEMENT.
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5.1Progress Reports. At the frequency specified in each applicable SOW and at other times as requested by Elevance Health, Elevance Health and Supplier shall meet to review Supplier’s performance and discuss issues related to the provision of Services and Supplier-Provided Materials, including Supplier’s compliance with the performance standards in the applicable SOW.
5.2Account Relationship Manager. At Elevance Health’s request, Supplier shall designate an Account Manager who shall act as liaison with Elevance Health on behalf of Supplier with respect to the relationship and responsibilities of the Parties. Such Account Manager shall be responsible for coordinating and managing delivery of all Services and/or Supplier-Provided Materials, and also for coordinating, cooperating and resolving any concerns, service problems or other matters relating to the overall relationship between the Parties. Elevance Health shall designate a corresponding Account Manager to act as liaison on behalf of Elevance Health.
5.3Supplier Financial Information. Upon Elevance Health’s request, Supplier will provide Elevance Health with complete and accurate annual financial statements, including cash flow statements, for the two most recent calendar years so long as this Agreement is in effect. Publicly traded companies will supply their Forms 10Qs and 10K filed with the Securities and Exchange Commission. Privately held companies will provide their balance sheet, income statement, and cash flow statement with footnotes. Supplier shall provide Elevance Health with such statements within ninety (90) days after the end of its annual accounting period. Supplier may use the automated Securities Exchange Commission Filing email distribution process to provide financial statements to Elevance Health.
5.4Continuous Improvement. Supplier shall work with Elevance Health to drive continuous improvements in effectiveness, cost efficiency and best practices. Supplier shall monitor improvements and the Supplier Account Manager shall report progress to Elevance Health as requested by Elevance Health on an annual basis.
6.1Requests by Elevance Health. Elevance Health may request changes or modifications to any Statement of Work issued hereunder by delivering to Supplier a written change order, describing the requested changes in such reasonable detail as to enable Supplier to evaluate them (“Request”). Changes, modifications or enhancements to the Services or Deliverables being provided pursuant to a Statement of Work that are mutually agreed to not be material shall be deemed to be part of the Services or Deliverables, as the case may be, and shall not be subject to this Section or any other change control provision. Changes, modifications or enhancements to the Services being provided pursuant to a Statement of Work that are material as mutually agreed upon by the Parties (a “Change”) shall be subject to this Section. If the Parties are unable to agree whether a Change, modification or enhancement to the Services are material, the disagreement shall be subject to the dispute resolution procedures set forth in the Agreement.
6.2Process. Within ten (10) business days after delivery of such a Request or as otherwise agreed by the parties, Supplier shall deliver to Elevance Health a proposed plan that: (i) assesses any impact of the Request on any Services or Deliverables already to be provided under such Statement of Work; (ii) describes the Request and any new or additional Services or Deliverables to be provided pursuant to it; (iii) sets forth cost estimates, specifications, implementation plans and time schedules with milestone and completion dates; (iv) contains completion and acceptance criteria; and (v) sets forth any other necessary
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and appropriate information (“Change Order”). Supplier may also request changes or modifications to any Statement of Work from time to time by preparing and delivering to Elevance Health a proposed SOW Amendment that describes the proposed changes. Notwithstanding the foregoing, Elevance Health may, with Supplier’s consent, with a mutually agreed upon Change Order, extend any scheduled completion date under any Statement of Work, provided however that Elevance Health shall be liable for any efforts, Services or other pre-approved expenses due to Supplier caused by such extension, but only to the extent Supplier is unable, after diligent efforts, to redistribute personnel or other assets during the remaining duration of the extension period either to other Elevance Health or Elevance Health Affiliate Services or Deliverables or services provided by Supplier to third party customers of Supplier.
6.3Acceptance or Rejection. If within seven (7) calendar days after receipt of a proposed Change Order Elevance Health notifies Supplier in writing that it does not accept the Change Order, or fails to notify Supplier with respect to such Change Order, then such Change Order shall be deemed rejected, and Supplier shall take no further action with respect to it. If Elevance Health accepts Supplier’s Change Order within such timeframe by the express written approval and authorized signature of Elevance Health on such Change Order and the delivery of such Change Order back to Supplier before its revocation or by issuance of a purchase order by Elevance Health through Elevance Health’s Procurement Process Technology, then this Agreement and the applicable Statement of Work shall thereby be amended in accordance with such Change Order, and such Change Order shall be deemed adopted and incorporated therein.
6.4No Changes by Supplier. Except as may be necessary on an emergency basis, no material changes, modifications or enhancements in Services shall be made without Elevance Health’s prior written consent, which shall be provided at its sole discretion, unless such change, modification or enhancement: (a) has no impact on the Services being provided by Supplier; (b) has no negative impact on the security of Elevance Health Data and Elevance Health’s systems; and (c) causes no increase in fees or other costs chargeable to Elevance Health hereunder. If an emergency arises which requires Supplier to make a change, modification or enhancement to the Services, Supplier shall notify Elevance Health thereof as soon as practicable.
7.1Agreement. The term of this Agreement shall begin on the Effective Date and shall end 3 years thereafter, unless earlier terminated in accordance with this Agreement (“Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year terms (each an “Extension Term”, and collectively, the “Term”), unless either party provides the other with notice of its intent to terminate not later than 12 months prior to the expiration of the Initial Term or then-current Extension Term (as applicable). Upon expiration of the Term, any SOW(s) then in effect that have specified a term longer than the Term stated above shall continue to be subject to the terms and conditions contained in this Agreement.
7.2Termination for Supplier’s Breach. Elevance Health, in its sole discretion, may suspend or terminate the entire Agreement or any and one or all Statements of Work (i) immediately upon if Supplier is in breach of Sections 9 (Security), or 10 (Confidentiality),; or (ii) upon thirty (30) days written notice and opportunity to cure in the event of a material breach by Supplier if Supplier has not remedied such breach within thirty (30) days of its receipt of written Notice from Elevance Health of such breach. .
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7.3Termination for Elevance Health’s Breach. Subject to the following sentence, Supplier may terminate a SOW upon written notice in the event of a material breach of such SOW by Elevance Health or an Elevance Health Affiliate if Elevance Health or an Elevance Health Affiliate has not remedied such breach within thirty (30) days of its receipt of written notice from Supplier of such breach. Prior to issuing any notice of termination and within the thirty day cure period, Supplier shall escalate the matter to Elevance Health executives pursuant to the informal dispute resolution procedures set forth in Section 16 (Dispute Resolution).
7.4Intentionally deleted.
7.5Termination Due to Insolvency. Either Party may terminate this Agreement or any SOW immediately upon the occurrence of any of the following events with respect to the other Party: (a) the other Party becomes insolvent, generally unable to pay its debts as they become due, or makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtor’s relief law; (b) if proceedings are commenced against the other Party under any bankruptcy, insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; (c) a receiver is appointed for the other Party or its material assets; or (d) if the other Party is liquidated, dissolved or ceases operations.
7.6 Termination Upon Change of Control of Supplier Involving Elevance Health Competitor. If a change in Control of Supplier occurs such that Supplier is Controlled by an Elevance Health Competitor, then Elevance Health may at its option, terminate this Agreement or any SOW, in whole or in part, by giving Supplier at least thirty (30) days’ prior written notice and designating a date upon which such termination will be effective. Any such notice must be given within six (6) months of Supplier’s provision of written notice to Elevance Health of such change in Control. For this purpose, “Control” and its derivatives means the legal, beneficial or equitable ownership, directly or indirectly, of at least fifty percent (50%) of the aggregate of all voting equity interests in an entity or equity interests having the right to at least fifty percent (50%) of the profits of Supplier or, in the event of dissolution, to at least fifty percent (50%) of the assets of an entity and, if Supplier is a partnership, also includes the holding by an entity of the position of sole general partner in Supplier.
7.7Effect of Termination or Expiration. In the event that Elevance Health terminates a SOW for default pursuant to the terms contained in such SOW, Elevance Health may, in its sole discretion, simultaneously terminate other Statements of Work materially and adversely affected by such termination. Notwithstanding the foregoing, the termination of a particular SOW, or portion of a SOW, shall not result in the termination of the Agreement unless such termination explicitly provides for termination of the entire Agreement between the Parties. However, termination of the Agreement shall serve to terminate all Statements of Work unless such notice of termination specifies otherwise. All sections identified as surviving the termination of a SOW, as well as Sections 3.5 (Record Retention), 4 (Services), 8 (Intellectual Property Ownership), 9 (Security), 10 (Confidentiality), 13 (Indemnification), 14 (Limitation of Liability) and 16 (Dispute Resolution) inclusive, shall survive the expiration or termination of the Agreement. In the event of termination for any or no reason of any SOW, Elevance Health shall pay Supplier any undisputed Fees and/or expenses owed in accordance with such SOW up to the effective date of termination. If the Agreement includes Deliverables, Supplier shall promptly deliver such Deliverables, in whatever stage of completion, to Elevance Health. The return or destruction of Confidential Information upon termination is addressed in Section 10.5 below.
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8.INTELLECTUAL PROPERTY OWNERSHIP.
8.2Deliverables and Custom IP. Elevance Health shall be the sole and exclusive owner of all rights in the Deliverables and the Custom IP. To the extent permissible under applicable law, Deliverables and Custom IP will be considered work made for hire pursuant to the U.S. Copyright Act, 17 U.S.C. §§101 et seq., and any foreign equivalent thereof, however an inability to classify a Deliverable or Custom IP as a work made for hire pursuant to the Act shall not invalidate Elevance Health’s ownership thereof. Supplier hereby unconditionally and irrevocably conveys, transfers, delivers and assigns and agrees to unconditionally and irrevocably convey, transfer, deliver and assign to Elevance Health, and Elevance Health accepts and agrees to accept, Supplier’s entire right, title and interest worldwide in and to such Custom IP and Deliverables, including all patents, copyrights, trade secrets and other proprietary rights therein, free from any liens and encumbrances, effective immediately upon the authorship, conception, creation, discovery, or development thereof, together with all federal, state and provincial registrations, applications for registration and all renewals and extensions thereof (including any continuations, continuations-in-part, divisionals, reissues, substitutions and reexaminations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including the exclusive rights to apply for and maintain all such registrations, renewals and extensions, to sue for all past, present and future infringements or other violations of any rights relating thereto, and to settle and retain proceeds from any such actions).
8.2Confirmation of Elevance Health’s Ownership of Custom IP.
Supplier further agrees, at no additional cost, to execute, or cause to be executed by its employees, agents, or subcontractors, standard assignments of IP rights and ancillary and confirmatory documents that may be reasonably required or appropriate so that title to any Deliverable or Custom IP shall be clearly and exclusively held by Elevance Health or any nominee thereof.
8.3License; Waiver of Rights.
To the extent that any Deliverable or Custom IP or IP rights therein are not assignable or that, notwithstanding Section 8.2 (Confirmation of Elevance Health’s Ownership of Custom IP), Supplier for any reason retains any right, title, or interest therein, Supplier (i) unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Elevance Health or its Affiliates with respect to such rights, (ii) agrees, at Elevance Health’s request and expense, to consent to and join in any action to enforce such rights, and (iii) hereby grants to Elevance Health and its Affiliates a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), exclusive, worldwide right and license under its IP rights to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of Elevance Health or its Affiliates) all or any portion of such Deliverable or Custom IP. The license granted herein shall commence on the Effective Date, and notwithstanding anything to the contrary contained in this Agreement, shall continue in perpetuity and without regard to the Term of this Agreement. Supplier hereby waives and quitclaims to Elevance Health and its Affiliates any and all claims, of any nature whatsoever, which Supplier now or may hereafter have for infringement of any Deliverable, Custom IP or IP rights therein assigned hereunder to Elevance Health.
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Supplier shall identify all Supplier IP to be incorporated into the Deliverables, if any, in each applicable Statement of Work. Subject to compliance with the terms and conditions of this Agreement, Supplier hereby grants to Elevance Health and its Affiliates a perpetual, irrevocable, fully paid-up, royalty free, transferable, sublicensable (through multiple levels of sublicensees), worldwide, non-exclusive right and license under its IP rights, to use, reproduce, distribute, display and perform (whether publicly or otherwise), make, import and otherwise use and exploit (and have others exercise such rights on behalf of Elevance Health or its Affiliates) the Supplier IP solely as incorporated into the Deliverables, for use in connection with the Deliverable in Elevance Health’s business or the business of any Elevance Health Affiliate (including its distribution of products or provision of services to third-parties). The license granted herein shall commence on the Effective Date and, notwithstanding anything to the contrary contained in this Agreement, shall continue in perpetuity and without regard to the Term of this Agreement.
Except as may otherwise be provided in a Statement of Work, Supplier shall only use the Elevance Health IP in the form provided by Elevance Health and solely in connection with this Agreement. Subject to Section 17.2 below, Elevance Health hereby grants to Supplier, solely for the performance of the Services and creation of the Deliverables a non-exclusive, non-transferable, non-sublicensable right to access, operate and use the Elevance Health IP. Upon expiration or termination of this Agreement for any reason, (i) the rights granted to Supplier, its agents and subcontractors, in this Section shall immediately revert to Elevance Health, and (ii) Supplier shall (a) deliver to Elevance Health, at no cost to Elevance Health, a current copy of all of the Elevance Health IP in the form in use as of the date of such expiration or termination, and (b) immediately cease use of, and completely destroy or erase all other copies of the Elevance Health IP in Supplier’s or its agents' or subcontractors' possession in any form, including electronic, hard copy, or other memory device, and at Elevance Health’s request, have its officers certify in writing that it has so ceased use of, destroyed or erased all copies of the Elevance Health IP and that it shall not make any further use of the Elevance Health IP.
8.6Third-Party IP/Open Source Software.
Supplier shall not incorporate Third-Party IP in any Deliverable without obtaining Elevance Health’s prior written consent. To the extent any Third-Party IP is required to be so incorporated, Supplier shall identify all Third-Party IP embedded in Deliverables, if any, in each applicable Statement of Work. Such identification shall include, at a minimum, the following information: (i) the nature of the Third-Party IP; (ii) the owner of the Third-Party IP; (iii) Supplier’s authority to include the Third-Party IP in the Deliverables; and (iv) any restrictions or royalty terms applicable to the incorporation of the Third-Party IP in the Deliverables. All software a Party licenses from a third-party vendor will be and remain the property of such third-party or such third-party's licensors. If Elevance Health provides Supplier with access to or use of Third-Party IP licensed by Elevance Health from third-parties, Supplier shall be responsible for (a) complying with all applicable obligations under any third-party license agreements, and (b) treating all such Third-Party IP as Confidential Information of Elevance Health. Unless provided otherwise in a Statement of Work, Supplier shall obtain, at Supplier’s sole cost and expense, an irrevocable, fully paid-up, royalty-free, perpetual, worldwide, non-exclusive license for Elevance Health and Elevance Health’s agents and assigns, to use the Third-Party IP incorporated into the Deliverables. “Open Source Software (OSS)” means any software, programming or other IP that (a) contains or is derived in any manner (in whole or in part) from any software that is distributed as free software, open source software, shareware or under similar
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licensing or distribution models; and (b) is subject to any agreement with terms requiring that such IP be (i) disclosed or distributed in source code or object code form; (ii) licensed for the purpose of making derivative works; and/or (iii) freely redistributable without payment of compensation. OSS includes but is not limited to software licensed or distributed under any of the following licenses or distribution models: the GNU General Public License (GPL), Lesser General Public License (LGPL), Affero General Public License (AGPL), Apache License 2.0, BSD License, MIT License, Mozilla Public License 2.0, Eclipse Public License, Community Server License, Server Side Public License (SSPL) or any similar license. Supplier will not incorporate, integrate or bundle Open Source Software in or with any Deliverable, without Elevance Health’s prior written consent, and to the extent that Supplier uses Open Source Software in creating Deliverables, it shall ensure that such use does not grant, or purport to grant, to any third-party any IP rights in the Deliverables, and does not cause a Deliverable, or any part thereof to become subject to the terms of such Open Source software license.
8.7Reservation of Rights.
Except as provided herein, each Party (and each Elevance Health Affiliate) reserves all rights in the Services, the Documentation, and all IP or any other rights in the foregoing, including but not limited to any and all modifications and derivative works. No implied licenses are granted. Nothing contained herein shall be construed as granting the other Party any ownership interest in its IP. Each Party shall endeavor to include, maintain, reproduce and perpetuate all notices or markings on all copies of all tangible media comprising each Party's IP or Confidential Information in the manner in which such notices or markings appear on such tangible media. Nothing in this Agreement waives or limits extra-contractual rights or remedies available to Elevance Health or its Affiliates to protect IP rights afforded Elevance Health under the law of any jurisdiction, including trademarks and service marks.
8.8Waiver of Moral Rights.
Supplier hereby forever waives and agrees never to assert against Elevance Health, its Affiliates, their successors, or licensees any and all moral rights Supplier may have in the Custom IP, and any elements thereof, and any results or proceeds therefrom, even after expiration or termination of this Agreement, to the extent permitted by applicable law.
9.1Supplier shall meet the Security requirements in this Section as well as the Security requirements in the Required Information Security Controls Exhibit, if included in the Agreement.
9.2Limited Access. To the extent made accessible to Supplier, Supplier shall, at all times, limit access to Elevance Health Confidential Information to those employees or subcontractors that have an actual need to access such data for purposes of providing the Services. Prior to gaining access to Elevance Health Confidential Information, Supplier shall require all employees or subcontractors to comply with confidentiality and IP provisions no less stringent than the provisions set forth in this Agreement and, at Elevance Health’s request, have an Officer certify in writing it has done so.
9.3Resource Roster Contractual Requirement. Upon written request, Supplier shall, at its own expense, provide to Elevance Health a complete, accurate and detailed record of all Supplier personnel and its subcontractors, who access or use Protected Health Information, Nonpublic Personal Financial or Payment Card Industry data in order to fulfil its obligations hereunder. Supplier shall electronically provide
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personnel information in a form reasonably required by Elevance Health upon request. The form shall include, but not be limited to, last name, first name, Elevance Health ID (if available), location and hire date.
9.4Notification of Security Breaches. Supplier shall immediately, within [**], notify Elevance Health should it discover any breach of the security provisions set forth in this Agreement which results in access to PHI and will immediately coordinate with Elevance Health to investigate and remedy such breach(es) in a diligent and timely manner. Except as may be strictly required by Applicable Law, Supplier agrees that it will not inform any third-party of any such security breach, without Elevance Health’s prior written consent; however, if such disclosure is required by Applicable Law, Supplier agrees to work with Elevance Health, at no additional cost to Elevance Health, regarding the content of such disclosure so as to minimize any potential adverse impact upon Elevance Health and its members.
9.5Access to Elevance Health Systems. If Supplier is given access, whether on-site or through remote facilities, to any Elevance Health computer or electronic data storage system, in order for Supplier to perform any of its obligations hereunder, Supplier shall limit such access and use solely to perform such Services or other obligations and will not attempt to access any computer system, electronic file, software or other electronic services other than those specifically required to perform the Services or other obligations. Supplier shall limit such access to those of its personnel with an express requirement to have such access in connection with this Agreement or the applicable SOW, shall advise Elevance Health in writing of the name of each such personnel who will be granted such access (and identifying whether each is an employee or subcontractor of Supplier), and shall comply with any security policies Elevance Health may promulgate from time to time relating to use of Elevance Health electronic resources and systems. All user identification numbers and passwords disclosed to Supplier and any information obtained by Supplier as a result of Supplier’s access to, and use of, Elevance Health computer and electronic storage systems shall be deemed to be, and shall be treated as Elevance Health Confidential Information. Supplier shall cooperate with Elevance Health in the investigation of any apparent unauthorized access by Supplier to Elevance Health computer or electronic data storage systems or unauthorized release of Elevance Health Confidential Information by Supplier. Supplier’s access shall be subject to such other business control and information protection policies, standards, and guidelines as may be provided to Supplier by Elevance Health from time to time and in Exhibit A (Required Information Security Controls) if made part of this Agreement. Any other use by Supplier of any other Elevance Health assets or property or systems is strictly prohibited. Supplier warrants and agrees that its personnel will not remotely access Elevance Health’s system from a networked computer unless the access is accomplished via multi-factor authentication and a connection with Approved Encryption and unless the network is protected from all third party networks by a firewall or equivalent technology that is maintained with all patches up to date by a 7x24 administrative staff. Said firewall must be certified by the International Computer Security Association (ICSA) (or an equivalent certification as mutually agreed by the Parties).
10.1 HIPAA, Medicare, FEP, Medicaid. The provisions set forth in this Section 10 are in addition to and not in lieu of any confidentiality, privacy, security and other requirements imposed on Supplier in the Exhibits that form part of this Agreement. Notwithstanding anything to the contrary, in the event a BAA is not included with this Agreement or otherwise in place between the Parties, and Supplier is engaged for services that include the potential for access to PHI, Supplier must enter into a BAA acceptable to Elevance Health prior to performing such services. In the event the BAA is not signed by
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Supplier, Elevance Health may withhold payment for such services and/or suspend or terminate such services without penalty or termination fees.
10.2Confidential Information.
10.2.1During the Term, a Party (the “Receiving Party”) may be exposed to or acquire information regarding the business, projects, operations, finances, activities, affairs, research, development, products, technology, technology architecture, business models, business plans, business processes, marketing and sales plans, customers, finances, personnel data, health plan rating and reimbursement formulas, computer hardware and software, computer systems and programs, processing techniques and generated outputs, intellectual property, procurement processes or strategies or suppliers of the other Party or their respective directors, officers, employees, agents or clients (collectively, the “Disclosing Party”), including, without limitation, any idea, proposal, plan, procedure, technique, formula, technology, or method of operation (collectively, “Confidential Information”). With respect to Elevance Health only, Confidential Information shall include all Elevance Health Data and all Confidential Information of Elevance Health Affiliates.
10.2.2Confidential Information shall not include any information that the Receiving Party can demonstrate: (i) was in the public domain at the time of disclosure to the Receiving Party; (ii) was published or otherwise became part of the public domain after disclosure to the Receiving Party through no fault of the Receiving Party; (iii) was previously disclosed to the Receiving Party without a breach of duty owed to the Disclosing Party by a third-party who had a lawful right to such information; or (iv) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party.
10.2.3In addition, either Party may disclose Confidential Information to the extent disclosure is based on the good faith opinion of such Party’s legal counsel that disclosure is required by law or by order of a court or governmental agency; provided that, the Party that is the recipient of such Confidential Information shall give prompt notice to the Disclosing Party, use all commercially reasonable efforts to maintain the confidentiality of the Confidential Information, and cooperate with the owner of such Confidential Information, in efforts to protect the confidentiality of such Confidential Information by an appropriate protective order. The owner of such Confidential Information reserves the right to obtain a protective order or otherwise protect the confidentiality of such Confidential Information. Each Party shall be responsible for its own costs with respect to the performance of its obligations under this Section. Either Party may disclose the existence of this Agreement and the terms of this Agreement to the extent required to enforce its terms or the rights of such Party hereunder or to comply with its legal obligations (but in the event either Party files this Agreement or portions thereof with any public agency it shall redact sensitive portions hereof, to the mutual written agreement of the other Party, which agreement shall not be unreasonably withheld or delayed).
10.2.4Elevance Health Non-Disclosable Information. With respect to Elevance Health only, Confidential Information shall also include the following: (i) PHI and NPFI; (ii) other medical information and personal information regarding Elevance Health’s or its Affiliates’ health plan members, employees, or medical or hospital service providers; (iii) other information that Elevance Health or its Affiliates are required by law, regulation or company policy to maintain as confidential; (iv) other financial information concerning Elevance Health’s or its Affiliates’ health plan members, employer groups and other health plan groups or medical or hospital service providers that is disseminated by Elevance Health or its Affiliates internally for staff use; (v) personnel and payroll records, patient accounting and billing
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records, and information contained in those records; (vi) Elevance Health’s or its Affiliates’ trade secrets; and (vii) information that could aid others to commit fraud, sabotage or otherwise misuse Elevance Health’s or its Affiliates’ products or services or damage their business, including without limitation Exhibit A attached hereto and other Elevance Health security policies (collectively, the “Elevance Health Non-Disclosable Information”). Due to the sensitive nature of the Elevance Health Non-Disclosable Information and due to Elevance Health’s obligations to maintain the privacy of its customers and providers, notwithstanding anything to the contrary herein, Elevance Health Non-Disclosable Information (a) shall at all times remain confidential and shall not be subject to exceptions, except as set forth in Exhibit B, BAA; ; and (b) Elevance Health may request return or destruction at any time.
10.3General Obligations. Each Party agrees to hold the Confidential Information of the other Party in strict confidence, to use such information solely in the course of performing its obligations hereunder, make no attempt to reconstitute or re-identify any redacted information in Elevance Health Data, and to make no disclosure of such information except as authorized in accordance with the terms of this Agreement. To the extent a Party may be exposed to the Confidential Information of a third party (for example, because Supplier may be maintaining Elevance Health systems on which third party software is loaded), the Parties agree to accord such third party Confidential Information the same protections accorded a Party’s Confidential Information hereunder. A Party may disclose Confidential Information to its personnel and the personnel of its subcontractors who have an absolute need to know such Confidential Information in order to fulfill its obligations hereunder and who have previously executed a written confidentiality agreement imposing confidentiality obligations no less restrictive than those applicable hereunder. In addition, either Party may disclose Confidential Information of the other Party to third party professional advisors (including accountants, auditors, attorneys, financial or other advisors) which are acting solely for the Party’s benefit and on such Party’s behalf, provided: (i) such professional advisors have previously executed a written confidentiality agreement imposing confidentiality obligations no less restrictive than those applicable hereunder or are bound by fiduciary obligations of confidentiality; (ii) such professional advisors have a need to know such information in order to provide advice or services to the disclosing Party and agree to use the disclosing Party’s Confidential Information solely for the purpose of providing such advice or services; and (iii) such professional advisors agree not to disclose the Confidential Information to any other Party without the disclosing Party’s prior written consent. Each Party shall be primarily responsible and liable for any confidentiality breaches by its personnel and the personnel of its subcontractors. Each Party shall immediately advise the other Party of any violation of the terms of this Section 10, and shall reasonably cooperate with the Disclosing Party in relation thereto.
10.4Continuing Obligations. A Party’s obligation to maintain the confidentiality of Confidential Information shall remain in force until information falls within one of the exceptions noted in Section 10.2.2. Supplier’s obligation to maintain the confidentiality of Elevance Health Non-Disclosable Information shall neither terminate nor expire.
10.5Return of Confidential Information. Promptly upon expiration or termination of the entire Agreement or of a SOW (with regard to the Confidential Information disclosed under the Agreement or through such Agreement or SOW, as the case may be), the Receiving Party shall promptly, at the Disclosing Party’s option, either return or destroy all (or, if the Disclosing Party so requests, any part) of the Confidential Information, and all copies, summaries and redactions thereof and other materials containing such Confidential Information, including deletion from such Party’s files and systems, and the Receiving Party shall certify in writing its compliance with the foregoing. Notwithstanding the foregoing, except for PHI or NPFI (which shall be promptly returned or destroyed), each Party may, subject to the obligations of confidentiality as described in this Section 10, retain (i) one (1) copy of the other Party’s Confidential
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Information for archival purposes only, but such retained Confidential Information shall only be accessed by the retaining Party on a limited need basis to, for example, defend a claim by the other Party or for auditing purposes and (ii) reasonable archival records of payments, invoices and similar information for tax compliance, regulatory compliance, accounting, audit or similar purposes but only for the period of time required by this Agreement or Applicable Law; in each instance, all such retained Confidential Information shall remain the Confidential Information of the Disclosing Party and shall be subject to all of the restrictions contained in this Agreement.
10.6Injunctive Relief. Each Party acknowledges that in the event of a breach of this Section 10 damages may not be an adequate remedy and the Disclosing Party may be entitled to seek, in addition to any other rights and remedies available under the Agreement or at law or in equity, injunctive relief to restrain any such breach, threatened or actual, without proof of irreparable injury and without the necessity of posting bond even if otherwise normally required.
11.1Minimum Requirements. The Supplier shall, at all times during the term of this Agreement keep in force with insurers with an A.M. Best rating of A- or better:
i.Commercial General Liability insurance with a limit of not less than $[**] per occurrence and $[**] in the aggregate naming Elevance Health as an additional insured and containing a waiver of subrogation;
ii.If applicable to services provided, Automobile Liability insurance with a minimum $[**] per occurrence combined single limit for owned, non-owned and hired automobiles;
iii.Workers’ Compensation coverage with statutory limits and employers liability insurance, containing a waiver of subrogation with respect to Elevance Health for workers’ compensation when applicable and permitted by law; unless, if Supplier is a sole proprietor, and is not, pursuant to applicable laws, statutes, rules or regulations required to required workers’ compensation;
iv.Medical malpractice insurance, applicable to the industry or specialty with a minimum $[**] limit for each wrongful act and aggregate of not less than $[**] if professional services are being rendered. In the event of cancellation of the professional liability insurance policy, an extended reporting period endorsement (“tail policy”) is required for the term of at least one year in the amount of not less than the same limits above;
v.Commercial Crime/Employee Dishonesty with a limit of not less than $[**].
vi.If applicable to services provided (subject to the provisions below), Cyber, Network Security and Privacy liability, Technology Professional Liability or similar coverage for liabilities arising from errors, omissions, or negligent acts in rendering or failing to render computer or information technology services, telecommunications services and technology products with a minimum of not less than $[**].
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vii.Umbrella Liability Coverage with a minimum of not less than $[**].
viii.The coverage amounts for (i), (ii) and (iii) may be met in part by an appropriate umbrella or excess liability policy.
11.2Subcontractors to be Insured. Supplier is solely responsible and liable for its subcontractors and any actions or inactions, damages or injuries by or to its subcontractors.
11.3Proof of Insurance; Notice of Cancellation. Supplier shall, prior to execution of this Agreement and any other time upon Elevance Health’s written request for same, provide to Elevance Health certificates of insurance evidencing that the coverages required under this Agreement are maintained and in force. In addition, Supplier will use reasonable efforts to give thirty (30) days prior written notice to Elevance Health prior to cancellation or non-renewal of any of the policies providing such coverage; provided, however that Supplier shall not be obligated to provide such notice if, concurrently with such cancellation or non-renewal, Supplier provides self-insurance coverage as described below or obtains coverage from another insurer meeting the requirements described above. The furnishing of acceptable evidence of insurance does not relieve Supplier from any liability or obligation for which it is otherwise responsible to Elevance Health. The limits of insurance or applicable deductibles will not limit the liability of Supplier nor relieve Supplier of any liability or financial responsibility. The failure of Supplier to purchase or maintain such insurance coverages, or the failure of Supplier to provide, or of Elevance Health to request, a copy of the certificates evidencing such coverages will not be considered or construed as a waiver by Elevance Health of the requirement that Supplier maintains such coverages, which such requirement will be continuing, and Supplier remains liable for all injuries and/or damages in accordance with the terms of this Agreement. Failure to maintain the required insurance coverage shall be deemed a material breach of the Agreement by Supplier.
11.4Supplier Right to Self-insure Coverage. Notwithstanding the foregoing, Supplier reserves the right to self-insure coverage, in whole or in part, in the amounts and categories designated above, in lieu of Supplier’s obligations to maintain insurance as set forth above, at any time. Promptly upon Elevance Health’s written request for same, Supplier shall provide evidence of all self-insured coverages required under this Agreement.
12.REPRESENTATIONS, WARRANTIES, AND COVENANTS.
12.1 General Warranties of Both Parties
12.1.1Compliance with Laws. Each Party shall at all times comply with all Applicable Laws in the performance of this Agreement.
12.1.2Existence. Each Party is duly organized and existing and is in good standing and is qualified to do business under the laws of any jurisdiction where the ownership of assets or conduct of its business require it to be so qualified, and each Party possesses any and all licenses and/or governmental approvals required to perform the Services and/or to provide the Supplier-Provided Materials contemplated by this Agreement, and is qualified to perform such Services and/or provide such Supplier-Provided Materials.
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12.1.3Duly Authorized. Each Party’s execution, delivery and performance of this Agreement has been duly authorized by all appropriate corporate action and this Agreement constitutes a valid, binding and enforceable obligation.
12.2Supplier’s Representations, Warranties, and Covenants. Supplier hereby represents, warrants and covenants:
12.2.1No Conflict. Neither the execution, delivery, nor performance of this Agreement will conflict with or violate any other agreement, license, contract, instrument or other commitment or arrangement to which Supplier is bound.
12.2.2No litigation. As of the Effective Date, Supplier knows of no material threat of litigation that will affect the performance of its obligations hereunder.
12.2.3Performance. At all times during the Term, each of Supplier’s personnel assigned to perform Services or any other obligations under the Agreement shall have the proper skill, training and background so as to be able to perform the Services required to be performed by it hereunder and will perform such Services in a timely, good, workmanlike manner in accordance with high industry standards for such Services. At a minimum, Supplier will maintain staffing levels and continuity of personnel consistent with its obligations to perform Services hereunder and in the event of a delay or other problem, Supplier will train and staff additional personnel as needed. For clarity and notwithstanding anything else set forth herein, Elevance Health will report any non-conformity with the foregoing warranty to Supplier within ten (10) days after the date on which such failure first occurs. If Supplier fails to remedy a non-conformity within thirty (30) days of such notice, then Supplier’s entire liability and Elevance Health’s sole and exclusive remedy for such failure, shall be for Elevance Health to terminate the applicable SOW by written notice to Vendor and receive a pro rata refund of any prepaid fees.
12.2.4Supplier’s Employees. Supplier shall perform all obligations of an employer with respect to all personnel hired by Supplier in connection with any Services to be performed, including, but not limited to the withholding and reporting of contributions, insurance deductions and applicable taxes (including payroll and unemployment insurance taxes) required by Applicable Law.
12.2.5Continuity of Key Personnel. Key personnel, if so specified in a SOW, shall be assigned pursuant to such SOW and should any such key personnel be unable to perform his or her obligations for any reason, Supplier shall replace such personnel as quickly as possible.
12.2.6No Material Defects; Conformity with and Completeness of Documentation. Any Services and/or Supplier-Provided Materials shall be free from material errors or other defects; shall function consistent with its intended use as may be described in written documentation between the Parties; and shall comply in all material respects to all written specifications applicable thereto for a period of one (1) year after conclusion of any Final Acceptance Period. The Documentation and other materials describing the Services and/or Supplier-Provided Materials hereunder completely and accurately reflect their operation and functionality. If the Services and/or Supplier-Provided Materials include a service or product from a third party and that third party provides a warranty, Supplier shall, to the extent permitted by its agreement with such third party, also assign all rights under the third party warranty to Elevance Health.
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12.2.7All Rights; No infringement. Supplier has all rights and authorizations necessary to perform any Services and/or use or provide any Supplier-Provided Materials for Elevance Health’s use and enjoyment as contemplated herein; and that unless otherwise specified in a SOW or attachment thereto, Supplier shall deliver all Deliverables and/or other Supplier-Provided Materials to Elevance Health free and clear of any liens, claims, charges or encumbrances; and that Supplier has proper title in all Deliverables and/or other Supplier-Provided Materials for which ownership is to be transferred to Elevance Health Further, if applicable, Supplier shall pass through to Elevance Health any product and third party end-user warranties and indemnities relating to the Deliverables. To the extent Supplier is not permitted to so pass-through, Supplier agrees to enforce such warranties and indemnities on behalf of Elevance Health. All Supplier-Provided Materials, and all elements thereof to be provided by Supplier, if any, unless provided by Elevance Health, and any Services performed by Supplier, will not violate, misappropriate or infringe upon any patent, copyright, trademark, trade secret, or other intellectual, contractual, proprietary, employment, or confidentiality right of a third party; as of the Effective Date, there are no claims of any third party against Supplier relating to any IP that is the subject of, to be provided under, or to be used directly or indirectly pursuant to this Agreement. For clarity and notwithstanding anything else set forth herein, the Parties agree that Elevance Health’s sole remedy in the event of a breach of the warranties set forth above in Section 12.27 shall be to invoke the Supplier indemnification provisions set forth herein.
12.2.8No Disabling Devices. All Supplier-Provided Materials and/or Services provided by Supplier do not, and will not when delivered or provided, contain any computer code designed to disrupt, disable, harm, or otherwise impede in any manner the operation thereof, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”) and Supplier has taken reasonable steps to test for, and has found no such, viruses or worms Supplier shall use commercially reasonable efforts to not allow unauthorized traffic to pass into Elevance Health’s networks. Supplier agrees that in the event of any dispute with Elevance Health regarding an alleged breach of this Agreement or for any other reason, Supplier will not use any type of electronic means to prevent or interfere with Elevance Health’s use of any system or Deliverable created for Elevance Health under this Agreement or any SOW without first obtaining a valid court order authorizing same. Elevance Health shall be given proper notice and an opportunity to be heard in connection with any request for such a court order. Supplier understands that a breach of this provision could foreseeably cause substantial harm to Elevance Health and to numerous third parties having business relationships with Elevance Health. No limitation of liability shall apply to a breach of this paragraph.
12.2.9Alpha/Beta Site. Supplier shall not use Elevance Health as an alpha or beta site for any Supplier-Provided Materials or Services to be provided, if any, without the prior written consent of Elevance Health.
12.2.10Government Programs; Ineligible Persons. Supplier represents and warrants that neither Supplier nor its employees, subcontractors or agents providing Services or Supplier-Provided Materials under this Agreement has been, nor shall be during the term of this Agreement (i) excluded from participation in the Medicare, Medicaid and/or any state health care program; (ii) listed on any General Services Administration List of parties Excluded from Federal Procurement and Non-procurement Programs; (iii) sanctioned by the United States Department of Health and Human Services, Centers for Medicare and Medicaid Services, Office of Inspector General, or any other federal agency; or (iv) under a corporate integrity agreement with the United States Department of Health and Human Services, Office of Inspector General, or any other federal agency. In the event Supplier or any employees, subcontractors or agents thereof becomes an ineligible person after entering into this Agreement or otherwise fails to disclose
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its ineligible person status, Supplier has an obligation to (i) immediately notify Elevance Health of Supplier’s status as an ineligible person and (ii) within ten (10) days of Supplier becoming aware of such occurrence, Supplier will remove such individual from responsibility for, or involvement with, Supplier’s business operations related to the federal government healthcare contracts. Elevance Health shall have the right to immediately terminate this Agreement or applicable SOW in the event it receives notification of the Supplier’s ineligible person status. Supplier shall comply with the rules set forth by the Office of Foreign Assets Control of the United States Department of Treasury.
12.2.11Criminal Convictions. Neither Supplier nor its employees, subcontractors or agents has been, nor shall be during the Term, convicted of a criminal offense related to the delivery of an item or service under Medicare, Medicaid and/or under any state health care program.
12.2.12Open Source Software/Embedded Software. Any Third-Party IP, including both OSS and non-OSS third-party software components, provided by Supplier to Elevance Health shall be considered “Embedded Software” and subject to all warranties, indemnities and other requirements of this Agreement, including scope of license, maintenance and support. Supplier’s obligations under Sections 8.1 (Deliverables and Custom IP) and (License) do not apply to the OSS for which (1) Supplier has specifically identified in the Statement of Work; (2) Elevance Health has provided written approval for use of same; and (3) Supplier has sufficient rights to provide and Elevance Health has sufficient rights to use under the terms of the relevant license.
12.2.13Compliance with Applicable Laws. Supplier shall perform its obligations hereunder in accordance with all Applicable Law, and shall be responsible for obtaining all licenses, authorizations, permits and the like required by Applicable Laws and regulations and for timely assessing, reporting and remitting any applicable sales or use taxes assessed by a government authority with respect to the Services and/or Supplier-Provided Materials, and any fees, costs or expenses incurred by Supplier shall be borne solely by Supplier. Supplier shall be solely responsible for any fines, interest and penalties imposed on Supplier or Elevance Health resulting from Supplier’s failure to comply with any such Applicable Laws and regulations and Supplier shall indemnify, protect and defend Elevance Health therefrom.
12.2.14Location of Work. Supplier warrants that all Services shall be performed in the United States, unless Elevance Health otherwise consents.
12.2.15Compliance with Foreign Corrupt Practices Act.
12.2.15.1Acknowledgement. The FCPA makes it unlawful for a U.S. Company, U.S. citizens, or anyone acting on a U.S. company's behalf (including certain foreign subsidiaries of U.S, companies) to offer, pay, promise or authorize to pay any money, gift or any other items of value directly or indirectly to any Foreign Official with the intent of causing the Foreign Official to misuse such official's position to obtain or retain business for the U.S. company or one of its subsidiaries or affiliates. Under the FCPA, the term Foreign Official is broadly defined to include not only traditional government officials and those employed by government agencies, departments, or ministries, but also employees of companies which are owned or controlled by the state. To obtain or retain business has also been construed broadly to mean other discretionary decisions of government officials, even if they do not relate directly to purchasing decisions. Supplier acknowledges and confirms its understanding of the FCPA, and its receipt of a copy of the FCPA, and agrees to comply with those provisions and not to take or fail to take any action that might in any way cause Supplier or Elevance
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Health to be in violation of the FCPA, or any other applicable anti-bribery laws (including the U.S. Travel Act).
12.2.15.2Representations, Warranties and Covenants of Supplier. Supplier makes the following representations and warranties to Elevance Health, and covenants and agrees as follows:
12.2.15.2.1Public and Commercial Bribery Representations, Warranties and Covenants of Supplier. Supplier hereby represents, warrants and covenants to Elevance Health that it has not, and covenants and agrees that it will not, in connection with the transactions contemplated by the Agreement or in connection with any other business transactions involving Elevance Health, make or promise to make any payment or transfer of any item of value, directly or indirectly to any Foreign Official with the intent of causing the Foreign Official to misuse such official's position to obtain or retain business for Elevance Health or one of its subsidiaries or affiliates. In addition, Supplier will not provide any gifts or business entertainment to a Foreign Official on behalf of Elevance Health, or in connection to any business transactions involving Elevance Health, without the written pre-approval by Elevance Health’s Chief Compliance Officer and Chief Accounting Officer (or their designees). It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business.
12.2.15.2.2Intentionally left blank.
12.2.15.2.3Supplier Compliance Procedures Acknowledgement. Supplier agrees (i) any payments to Supplier by Elevance Health under the Agreement shall be made by check or wire transfer only, directly to Supplier or to a bank account in Supplier’s name, and no requests for cash payments or other payments in non-bearer form shall be accepted; (ii) any payments to Supplier by Elevance Health shall be made in the country where Supplier is to perform its duties under the Agreement or in the United States; (iii) Supplier agrees that its books and records showing expenses incurred pursuant to this Agreement shall reflect the purpose for which each expenditure was made and for whose benefit the expenditure was made and that there will be written records of each and every service that Supplier performs for Elevance Health or on Elevance Health's behalf; (iv) Supplier shall retain accurate, detailed records of, and permit Elevance Health to review upon written request, any expenses or costs of Supplier which Elevance Health is required to reimburse under the Agreement, including any training-related expenses; and (v) the terms of the Agreement may be disclosed to government agencies and other persons with a legitimate need for such information, including, but not limited to, the U.S. Department of Justice.
12.2.15.3Supplier acknowledges and confirms its understanding of the FCPA, and its receipt of a copy of the FCPA, and agrees to comply with those provisions and not to take or fail to take any action that might in any way cause Supplier or Elevance Health to be in violation of the FCPA, or any other applicable anti-bribery laws (including the U.S. Travel Act).
12.2.15.4Elevance Health's Rights upon an FCPA Default. In the event that Supplier has acted in any way that may subject Elevance Health or any of its affiliates to liability under the FCPA, Elevance Health shall have the unilateral right, exercisable immediately upon written notice to Supplier, to terminate the Agreement, subject to the provisions of Section 7 (Term; Termination) of the Agreement.
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12.2.16Affordable Care Act Compliance
12.2.16.1For purposes of Section 4980H of the Internal Revenue Code of 1986, as amended (“Code”), Supplier agrees and confirms that Supplier, and not Elevance Health, is the common-law employer of each Supplier personnel. Accordingly, the Supplier is responsible for complying with the requirements of Section 4980H of the Code, and the regulations promulgated thereunder with respect to each Supplier personnel, including, without limitation, the obligation to offer “Compliant Coverage” (as hereafter defined) on behalf of Elevance Health in accordance with Treas. Reg. § 54.4980H-4(b)(2). As such, the Parties acknowledge and agree that the fee paid by Elevance Health to Supplier is higher than the fee that Elevance Health would otherwise pay the Supplier if the Supplier personnel did not enroll in such Compliant Coverage. For purposes of this Agreement, “Compliant Coverage” means coverage under an “eligible employer-sponsored plan” under Code Section 5000A(f)(2) and applicable regulations and guidance thereunder sponsored by Supplier which, with respect to the individual covered by such coverage, as applicable, (i) provides “minimum essential coverage” as defined in Code Section 5000A(f)(1); and (ii) satisfies the terms of Code Section 36B(c)(2)(C)(i) (coverage must be affordable) and Code Section 36B(c)(2)(C)(ii) (coverage must provide minimum value).
12.2.16.2For each calendar month covered by this Agreement, Supplier shall provide each Supplier personnel who is a “full-time employee,” as defined in Code Section 4980H(c)(4), the opportunity to enroll himself/herself, and his/her “Dependent(s)” (as defined under applicable regulations and guidance under Code Section 4980H) in Compliant Coverage. Supplier, and not Elevance Health, shall be responsible for determining whether any Supplier personnel is a full-time employee under Code Section 4980H(c)(4), which determination shall be made in accordance with a method for determining whether an employee is a full-time employee described in applicable regulations or guidance issued under Code Section 4980H. The obligation to provide Compliant Coverage under this subsection applies even to those employees who Supplier determines are not full-time employees, but who are later determined by the Internal Revenue Service, a court or other governmental authority to be full-time employees under Code Section 4980H(c)(4).
12.2.16.3Supplier’s obligations under Section 12.2.17.2 above are absolute and are not dependent on whether Supplier would be subject to a “Penalty” (as hereafter defined) if Supplier personnel enrolled in a qualified health plan with respect to which an applicable premium tax credit or cost-sharing reduction is allowed or paid with respect to the Supplier personnel. By way of illustration and not limitation, Supplier shall, for example, be obligated under Section 12.2.17.2 to offer any Supplier personnel the opportunity to enroll in Compliant Coverage regardless of whether Supplier is, in fact, an “applicable large employer” with respect to such Supplier personnel or whether Supplier has determined that, if Supplier failed to offer Compliant Coverage to an Supplier personnel for any reason, such as offering Compliant Coverage to at least 95% of its other full-time employees, Supplier would not be subject to a Penalty. For purposes of this Agreement, “Penalty” means an assessable payment described in Code Section 4980H(a) or Code Section 4980H(b).
12.2.16.4At least annually, or with such other frequency as reasonably requested by Elevance Health, Supplier shall certify to Elevance Health its compliance with the terms of this Section 12.2.17.
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12.2.17Outbound Telecommunications Requirements
12.2.17.1Supplier shall comply with all applicable telecommunication laws and regulations including, without limitation, the Telephone Consumer Protection Act (47 USC 227), and the rules, and regulations and guidance promulgated thereunder issued by the Federal Communications Commission (47 CFR Parts 64 and 68); the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 USC 6101-8) as implemented by the Telemarketing Sales Rule issued by the Federal Trade Commission (16 CFR Part 310); and all state laws, rules, regulations and (for Medicaid) state contract provisions that apply to outbound health related telephone contact, including text or SMS messages sent to wireless numbers, and outbound telemarketing telephone contact, including text or SMS messages sent to landline or wireless numbers with Covered Individuals, potential members, and providers.
12.2.17.2Further, Supplier is subject to Elevance Health’s VENDOR GUIDELINES FOR TCPA (the “Guidelines”), applicable to all vendors. The Guidelines are designed to ensure that Elevance Health’s outbound telephone contacts with Covered Individuals or potential members, including text or SMS messages, comply with the law and also meet Elevance Health’s quality standards. To the extent the Guidelines conflicts with terms of this agreement, the Guidelines shall govern.
12.2.17.3 In accordance with Elevance Health’s record retention obligations, Supplier is responsible for retaining records, including but not limited to call logs and recordings, in accordance with Supplier’s record retention policy, applicable to all vendors..
12.2.17.4Supplier shall comply with the Guidelines existing as of the Effective Date and shall take all necessary steps to remain compliant with the Guidelines as they are amended and revised from time to time
12.2.18Accessibility Standards. To the extent that Supplier is providing development, design and/or maintenance of any electronic and information technology, including, without limitation, any consumer facing web and mobile experiences, or facilitating the production of documents or content intended for electronic use, Supplier shall utilize commercially reasonable efforts to ensure that all such documents, electronic content and information technology meets, to the extent possible, the accessibility requirements set forth in Section 508 of the Rehabilitation Act (29 USC 794(d)), the related Technical Standards issued by the Architectural and Transportation Barriers Compliance Board (aka the “Access Board”), success level AA or higher of the most current Web Content Accessibility Guidelines issued by the Worldwide Web Consortium, and any other federal or state law which requires specific design elements to accommodate disabled individuals.
12.2.19Covered Telecommunications Equipment or Services Representation. As used in this provision, “covered telecommunications equipment or services” has the meaning provided in Federal Acquisition Regulation 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. Supplier shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or services. Supplier represents that it does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of Services hereunder.
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12.2.20 Certain Employment Obligations. Supplier agrees to comply with the following federal regulations, as applicable: Supplier shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
12.2.21Certification of Compliance. Upon written request by Elevance Health, Supplier shall provide Elevance Health with reasonable assurances of Supplier’s compliance with the terms of this Agreement and any Exhibit(s). Reasonable assurances may include, but are not limited to, Supplier’s signed certification of such compliance, as it applies to certain requirements, and/or the Agreement or Exhibit(s) generally.
12.3Disclaimer. SUPPLIER DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT IN RESPECT OF THE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 12, SUPPLIER PROVIDES THE SERVICES TO ELEVANCE HEALTH “AS IS”, WITH NO OTHER WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE. SUPPLIER DOES NOT WARRANT THE SERVICES WILL BE ERROR-FREE OR PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION OR WITH CONTINUOUS ACCESS. Supplier will have no obligation to Elevance Health under the warranties, or otherwise, if the failure of the Services to meet such warranties can be attributable to causes that are not the responsibility of Supplier.
13.1(a) Supplier’s Indemnities. Supplier shall indemnify, defend and hold harmless Elevance Health and its Affiliates, and their respective successors and assigns (and its and their respective officers, directors, employees, sublicensees, customers and agents) from and against any third party claims, based upon (i) any claim that any portion of the Supplier-Provided Materials and/or Services, as applicable, provided by Supplier to Elevance Health pursuant to this Agreement, infringes, misappropriates or violates any IP right of any person or entity; (ii) a breach of Supplier’s representations and warranties; (iii) the failure by Supplier to comply with applicable governmental laws or regulations; (iv) a breach of Supplier’s obligations with regard to PHI and NPFI including as set forth in Section 10 (Confidentiality) and Exhibit B (BAA) if attached to this Agreement, (v) a breach of Supplier’s obligations under Exhibits C (Commercial Item), D (Medicare), E (State Medicaid) and/or G (Qualified Health Plan) if attached to this Agreement, (vi) a breach of Supplier’s security or confidentiality obligations as set forth in Section 9 (Security), Exhibit A (RISC) if attached to this Agreement, Section 10 (Confidentiality) or elsewhere in this Agreement; (vii) any act, omission, gross negligence or willful misconduct on the part of Supplier, its personnel, subcontractors, and/or agents, resulting in personal injury, death, or damage to property; (viii) taxes paid by Elevance Health to Supplier (including any penalties and interest arising from any failure of Supplier to timely report and remit such tax); (ix) any claim of a Supplier subcontractor against Elevance Health related to Supplier Services under this Agreement; and (x) any act or conduct by a subcontractor based on a claim
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falling within the foregoing categories (i) through (ix), inclusive. This indemnification by Supplier shall survive the termination of this Agreement.
(b) Elevance Health’s Indemnities. Elevance Health shall indemnify, defend and hold harmless Supplier and its successors and permitted assigns (and its and their respective officers, directors, employees,) from and against any third party claims, based upon (i) Elevance Health’s failure to perform or negligent performance of its obligations under this Agreement, and/or (ii) Elevance Health’s violation of any law, statute, ordinance, order, standard of care, rule or regulation and/or (iii) Elevance Health’s breach of any promise, agreement or representation made in this Agreement. This indemnification by Elevance Health shall survive the termination of this Agreement.
13.2Notice and Participation. The indemnified Party may, at its own expense, assist in the defense of any indemnifiable claim described in this Section 13 if it so chooses, provided that indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and the actual settlement of such claim as long as such settlement expressly and unconditionally releases the indemnified party from all liabilities and obligations with respect to such claim, without prejudice or any admission of fault. The indemnified Party shall provide the indemnifying Party with reasonable and prompt written notice of any claim that such indemnified Party believes falls within the scope of this Section 13.3. Each Party shall use reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to the Services and/or Supplier-Provided Materials.
14.LIMITATION OF LIABILITY.
14.1No Consequential Damages. Except as set forth in Section 14.3, neither Party or its Affiliates shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages (including, without limitation, loss of profits) arising out of or relating to this Agreement.
14.2Limit on Damages. Neither party’s aggregate liability to the other party hereto or any of its Affiliates and their respective officers, directors, and employees for any and all claims arising under this Agreement or otherwise arising from the transactions contemplated herein regardless of the form of action (including, but not limited to actions for breach of contract, negligence, strict liability, rescission and breach of warranty) shall exceed [**].
14.3Exceptions to Limitation of Liability. The limitations of liability in Sections 14.1 and 14.2 shall not apply to liability related to: (i) a Party’s indemnification obligations under the Agreement, (ii) a breach of confidentiality or security obligations under the Agreement, (iii) a Party’s willful misconduct, gross negligence, fraud, personal injury or damage to property, including the costs to repair, replace, restore or reconstruct lost, stolen or damaged goods, materials, data or other property, (iv) a Party’s failure to comply with Applicable Laws; or (v)any fines or penalties arising from Supplier’s acts or omissions in performing Services (unless such acts or omissions were undertaken at Elevance Health’s instruction).
14.4Other Terms. The limitations in this Section 14 will apply regardless of whether the applicable damages are based in contract, tort, negligence or any other theory, and regardless of whether the liable Party or its Affiliate has been advised of, knew of, or should have known of the possibility of such damages.
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15.1Supplier shall not subcontract any of its obligations without causing the proposed subcontractor to agree to standards and obligations substantially similar to Supplier’s obligations under this Agreement.
Supplier shall remain primarily liable for the performance of all subcontracted obligations and Supplier shall promptly pay for all Services, materials, equipment and labor used by Supplier. Regardless of any subcontract, Supplier shall remain Elevance Health’s sole point of contact under this Agreement.
16.1Informal Dispute Resolution.
16.1.1Good Faith Efforts. The Parties agree that they will make a good faith attempt to resolve any dispute arising under this Agreement before instituting legal action. Such good faith attempt shall include, but not be limited to, elevating the issue to management personnel of each Party who have the power to settle the dispute on behalf of that Party. No later than 10 days after a dispute arises, either Party shall give to the other Notice of the dispute in writing to management level personnel. The Notice shall contain (i) a detailed description of the dispute and all relevant underlying facts, and (ii) a detailed description of the amount(s) in dispute and how it was calculated. Management personnel of the receiving party shall have 10 days after the date of the Notice to provide a written response. If after 10 days from the response management personnel are unable to resolve the dispute, it shall be elevated to a vice president level executive for each Party. The vice president level executives of each Party shall have 10 days to attempt to resolve the dispute and if unable to resolve, either Party shall be free to pursue any claim accordance with this Section 16.
16.1.2The deadline for initiating Arbitration pursuant to Section 16.2 below shall not be tolled by the informal dispute resolution provisions set forth above.
16.2.1Except as described in Section 16.2.4 below, all disputes that arise from or relate to this Agreement shall be decided exclusively by binding, arbitration under the JAMS Comprehensive Arbitration Rules (the “Rules”), provided, however, if all Parties to the dispute agree, they may agree in writing to further modify the Rules. For all disputes where the amount in controversy, excluding alleged interest, is less two million dollars ($2,000,000.00) or less, the dispute shall be decided by a sole arbitrator with commercial litigation experience, and be mutually acceptable to the Parties. If the Parties cannot agree on a sole arbitrator, the arbitrator shall be selected in accord with the JAMS rules. If the amount in controversy exceeds two million dollars ($2,000,000.00), then a three person panel of arbitrators with similar qualifications shall preside rather than a sole arbitrator, unless the Parties agree in writing that the dispute shall be decided by a sole arbitrator. The sole arbitrator (or panel) shall be selected by mutual agreement of the Parties, or, if the Parties cannot agree upon an arbitrator, then each Party shall select an arbitrator who shall confer and select a third arbitrator to serve. The arbitrator(s) shall issue a written reasoned decision or award. The Parties agree that the arbitrator’s award shall be final, and may be filed with and enforced as a final judgment by any court of competent jurisdiction.
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16.2.2Costs and Attorneys’ Fees. Each Party will bear its own attorneys’ fees and its own costs and expenses (including filing fees), and will also bear one half of the total arbitrator’s or panel’s fees and other administrative fees of arbitration
16.2.3No Power to Alter Agreement. The arbitrator shall have no power to (i) award damages in excess of the amount or other than the types allowed by Section 14 (Limitation of Liability); or (ii) alter any of the provisions of this Agreement. Nothing in Section 16 prohibits either Party from seeking injunctive relief concerning any subject matter of the dispute subject to arbitration, in a court of competent jurisdiction.
16.2.4Appeal. If the total amount of the arbitration award is five million dollars ($5,000,000) or more, inclusive of interest, the Parties shall have the right to appeal the decision of the arbitrator(s) pursuant to the JAMS Optional Arbitration Appeal Procedure. Intentionally left blank
16.3Intentionally left blank
16.4Waiver of Jury Trial. Each of the parties hereby unconditionally waives any right to a jury trial with respect to and in any action, proceeding, claim, counterclaim, demand, dispute or other matter whatsoever arising out of this agreement.
16.5Continued Services; Enforcement. In all circumstances other than Elevance Health’s breach of any of its obligations as set forth herein, Supplier shall continue timely performance of any Services it provides or its other obligations under this Agreement and, if it discontinues or does not timely perform such Services or other obligations, Elevance Health may seek a temporary and/or permanent injunction or similar order in any state or federal court with jurisdiction for the sole purpose of compelling continued and timely performance of Supplier’s obligations hereunder. The provisions of this Section may be enforced by any court of competent jurisdiction, and the prevailing Party in any such action shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees.
16.6Statute of Limitations. The statute of limitations with respect to any claim or matter submitted to arbitration shall be suspended as of the date of a demand for arbitration hereunder (or, if not determinable, as of the date of receipt of such request), and shall be tolled until the date of any formal settlement agreement entered into by the Parties or the date of any final determination issued by an arbitrator, as the case may be, but in any event not longer than six (6) months from the date such statute of limitations was suspended, unless the Parties specifically agree in writing to a different tolling period.
16.7Electronic Self-Help. Supplier agrees that in the event of any dispute with Elevance Health regarding an alleged breach of this Agreement or for any other reason, Supplier will not use any type of electronic means to prevent or interfere with Elevance Health’s use of any system or Deliverable created for Elevance Health under this
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Agreement or any SOW without first obtaining a valid court order authorizing same. In accord with applicable rules or law, Elevance Health shall be given prior proper notice and an opportunity to be heard in connection with any request for such a court order. Supplier understands that a breach of this provision could foreseeably cause substantial harm to Elevance Health and to numerous third parties having business relationships with Elevance Health.
16.8Waiver of Class Claims. The Parties, on behalf of themselves and those that they may now or hereafter represent, each agree to and do hereby waive any right to join or consolidate claims in arbitration by or against other individuals or entities to pursue, on a class or collective basis, any dispute; provided however, that if an arbitrator or court of competent jurisdiction determines that such waiver is unenforceable for any reason with respect to a particular dispute, then the Parties agree that section 16 shall not apply to such dispute and that such dispute shall be decided instead in a court of competent jurisdiction.
17.1Assignment. Elevance Health may assign this Agreement (or any Statement of Work) to any Affiliate or in the case of a merger or acquisition of all or substantially all of Elevance Health’s assets, except in either case to a Supplier Competitor. Supplier may assign this Agreement (or any Statement of Work) to any Affiliate or in the case of a merger or acquisition of all or substantially all of Supplier’s assets, except in either case to an Elevance Health Competitor. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
17.2Trademarks and Branding/No Publicity.
17.2.1Except as may be explicitly set forth in this Agreement, neither Party shall use the name, logo, service marks, domain names, symbols or any other name or mark of the other Party or the other Party’s Affiliates, without the prior written consent of the other Party. In the case of Elevance Health, Supplier must have the prior written consent of Elevance Health’s Chief Marketing Officer. Without limiting the foregoing, except as may be required by applicable law or legal process, neither Party shall at any time either during the Term or at any time after any expiration or termination of this Agreement: (i) disclose in advertising campaigns, public relation campaigns or otherwise publicize or disclose the existence of this Agreement, or any terms or conditions of this Agreement, or Elevance Health’s or its Affiliates’ status as a customer of Supplier (provided that each Party may disclose the existence of this Agreement when responding to a request for proposal or request for information) or (ii) provide a hyperlink from any Internet site that it maintains to any Internet site maintained by the other Party or any of the other Party’s Affiliate. For clarity, if required by the SEC or applicable stock market regulations Supplier may disclose information about its relationship with Supplier. In addition, Elevance Health hereby consents to all utilizations of Elevance Health’s name by Supplier currently in effect as of the Effective Date. Supplier shall not extract any information or other data from any Internet site maintained by Elevance Health or any Elevance Health Affiliate, including framing and deep linking, without the express written consent of Elevance Health.
17.2.2In addition, Supplier has no license to use the Blue Cross and/or Blue Shield names, symbols, or derivative marks (the “Brands”) and nothing in the Agreement shall be deemed to grant
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a license to Supplier to use the Brands. Any references to the Brands made by Supplier in its own materials are subject to review and approval by Elevance Health.
17.2.3Supplier shall have the sole right to label and brand its services and products and shall have the sole right to use its service and product names and brands. Elevance Health shall have the sole right to label and brand its services and products that are provided by Supplier or that use Supplier IP as permitted under this Agreement.
17.3Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without giving effect to its conflict of laws principles.
17.4Notices. All notices, requests, claims, demands, and other communications (each a “Notice”) under the Agreement shall be in writing and shall be given or made by delivery in person, by email, courier service, or certified mail (postage prepaid, return receipt requested) to the respective Party at the following address set forth below or at such other address as such Party may hereafter notify the other Party in accordance with this Section. Each such Notice will be effective as follows: (a) as of the date emailed if receipt has been electronically confirmed or so long as a duplicate copy is contemporaneously provided by another Notice methodology set forth in this Section; (c) as of the date actually delivered if sent by a recognized commercial express delivery service that uses delivery tracking technology; (d) four (4) business days after the date actually deposited with the U.S. mail if sent postage-paid First Class; and (e) as of the date actually delivered if delivered by personal courier to the office location of the recipient during normal business hours.
For Elevance Health:
Elevance Health, Inc.
220 Virginia Avenue
Indianapolis, IN 46204
Attention: General Counsel
With a mandatory copy to:
Elevance Health, Inc.
220 Virginia Avenue
Indianapolis, IN 46204
Attention: Procurement - Contract Administration
Email: ProcurementContract@Elevance Health.com
For Supplier:
Please provide the following and then delete this list
American Well Corporation
75 State Street, Boston, MA 02109
617-204-3500
Attn: General Counsel
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legal@amwell.com
17.5Modification; Waiver. No modification to the Agreement shall be valid unless in writing and signed by each Party. No delay or omission by either Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waiving its rights. Nothing on any invoice, purchase order acknowledgment, click wrap, shrink wrap license or any other “boilerplate” or standard terms issued by Supplier at any time during the Term shall contradict, vary, add to or amend the terms of this Agreement and any contrary, differing or additional term shall have no force and effect.
17.6No Gratuities or Kickbacks. Elevance Health may, by written notice to Supplier, terminate the Agreement, any SOW, and some or all rights of Supplier hereunder pursuant to Section 7.2 above, if Elevance Health has a reasonable cause to believe that gratuities (in the form of entertainment, gifts or otherwise that are not in accordance with Elevance Health’s policies, were offered or given by Supplier, or any employee, subcontractor, agent or representative of Supplier, to an officer or employee of Elevance Health or any Elevance Health Affiliate in a position to secure or influence the awarding or amendment of the entire Agreement or, of any SOW or any determination with respect to Supplier’s performance hereunder, or any decision or action favorable to Supplier.
17.7.1General. If and to the extent that a Party’s (an “Affected Party”) performance of its obligations under this Agreement (excluding obligations of payment) is prevented, hindered or delayed by fire, flood, earthquake, terrorism, acts of war, elements of nature or acts of God (excluding for the avoidance of doubt labor strikes, lockouts, pandemics or disputes) (each, a “Force Majeure Event”), and such nonperformance, hindrance or delay could not have been foreseen, prevented or minimized by reasonable precautions, then the Affected Party shall be excused for such hindrance, delay or nonperformance, as applicable, to the extent such is attributable to the Force Majeure Event for as long as such Force Majeure Event continues and the Affective Party continues to use commercially reasonable efforts to recommence performance including through the use of alternate sources or workaround plans. Notwithstanding the foregoing, the occurrence of a Force Majeure Event does not excuse, limit or otherwise affect Supplier’s obligation to implement its BCP and to comply with the business continuity and disaster recovery obligations in this Agreement.
17.7.2Right to Terminate. If a Force Majeure Event prevents, hinders or delays performance for more than thirty (30) days and materially and adversely affects the other Party, then the other Party may terminate the applicable Statement of Work upon written notice.
17.7.3Allocation of Resources. If a Force Majeure Event causes Supplier to allocate limited resources between or among Supplier’s customers, and if the Services are disrupted by such Force Majeure Event, Supplier shall not treat any other customer better than Elevance Health nor reduce process capacity or performance below the business continuity requirements stipulated in BCP. In addition, Supplier shall not redeploy or reassign any key personnel to another Supplier account in the event of a Force Majeure Event without Elevance Health’s prior written consent.
17.8Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable in any respect under Applicable Law, such provision shall be excluded from the Agreement
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and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
17.9Relationship of Parties. The Parties intend to be, are, and shall at all times be independent contractors with respect to this Agreement and all performance under this Agreement. Under no circumstances shall Supplier, any Supplier personnel, or any other of Supplier’s employees, subcontractors, agents, or representatives be considered to be employees or agents of Elevance Health or any of Elevance Health’s Affiliates, or be entitled to participate in any of Elevance Health’s or its Affiliates’ employee benefit programs including workers compensation and disability insurance, group health, dental and vision insurance, unemployment insurance, retirement plans, or stock-based benefits or plans. Neither Party is an agent, partner or employee of the other Party, or its Affiliates, and neither Party has any right or any other authority to enter into any agreements or undertaking in the name of or for the account of the other Party or to create or assume any obligations of any kind, express or implied, on behalf of the other Party nor will the act or omissions of either create any liability for the other Party. No form of joint employer, joint venture, partnership, or similar relationship between the Parties, or between either Party and any Affiliate of the other Party, is intended or hereby created. This Agreement shall in no way constitute or give rise to a partnership or joint venture between the Parties. In no way shall Elevance Health be construed to be a provider of health services or responsible for the provision of such health services.
17.10Titles and Subtitles. The titles and subtitles used in the Agreement are used for convenience only and are not to be considered in construing or interpreting the Agreement.
17.11Counterparts. The Agreement and any amendments may be executed in two or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.
17.12Electronic Signatures. The Parties agree electronic signatures may be utilized for execution of this Agreement and any attachments hereto, including but not limited to, Statements of Work. The Parties acknowledge and agree that (i) the issuance of an electronic signature shall be valid and enforceable as to the signing Party to the same extent as an inked original signature; and (ii) these documents shall constitute “original” documents when printed from electronic files and records established and maintained by either Party in the normal course of business. Unless otherwise agreed to by the Parties, the purchase order number (issued by Elevance Health) shall constitute Elevance Health’s electronic signature and consent to any purchase order and the Supplier’s invoice number shall constitute Supplier’s electronic signature and consent to provide the Software and/or other related services. Each Party agrees that the Elevance Health purchase order number or the Supplier invoice number, as issued by the respective Party, shall be sufficient to verify that such Party originated the document. Neither Party shall disclose to any unauthorized person the purchase order Number or the invoice number.
17.13Deficit Reduction Act Notification to Supplier. Section 6032 of the Deficit Reduction Act of 2005 (“DRA”) and state laws enacted pursuant to the DRA require certain entities such as Elevance Health to establish policies and procedures to help the entity, and its contractors and agents, detect and prevent fraud, waste and abuse relating to services provided for certain government funded programs, including Medicaid. The DRA and state laws also require certain entities to make their suppliers aware: (a) of the provisions of the False Claims Act and similar state statutes prohibiting anyone from knowingly submitting or causing another person or entity to submit false claims for payment of government funds; and (b) that any person in violation is potentially liable for three times the damages or loss to the government plus substantial civil penalties (currently $5,500 to $11,000). In addition, the False Statements Act prohibits
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anyone from making false statements or withholding material information in connection with the delivery of services to, or payments from, the government. Violations of these acts can also result in criminal convictions and imprisonment of up to five (5) years. As part of Elevance Health’s policies designed to prevent fraud, waste and abuse, Elevance Health does not retaliate against personnel who report violations (or suspected violations) of state of federal False Claims Acts.
17.14Covenant Not to Trade on Insider Knowledge. Supplier acknowledges that Elevance Health, Inc. is a publicly traded corporation. Supplier agrees that it will not purchase or sell any stock of Elevance Health based on Elevance Health Confidential Information. Supplier further agrees that, if it discloses Elevance Health Confidential Information to any other person or entity in accordance with this Agreement, it will advise that other person or entity of the duty not to trade based on Elevance Health Confidential Information. Elevance Health also acknowledges that Supplier is a publicly traded corporation. Elevance Health agrees that it will not purchase or sell any stock of Supplier based on Supplier Confidential Information. Elevance Health further agrees that, if it discloses Supplier Confidential Information to any other person or entity in accordance with this Agreement, it will advise that other person or entity of the duty not to trade based on Supplier Confidential Information.
17.15Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity or otherwise.
17.16No Third Party Beneficiaries. This Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than Elevance Health its Affiliates and assignees, or Supplier; provided that if either Party’s Affiliates’ has a cause of action under this Agreement against the other Party, such action must be initiated by a Party to this Agreement against the other Party, and not against such Party’s Affiliates directly.
17.17No Primary Drafter. The Parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and that any provision contained herein with respect to which an issue of interpretation or construction arises shall not be construed to the detriment of the drafter on the basis that such Party or its professional advisor was the drafter, but shall be construed according to the intent of the Parties as evidenced by the entire Agreement.
17.18Entire Agreement. This Agreement, along with the attached Exhibits, sets forth the entire agreement of the Parties with respect to the subject matter thereof, and supersedes any and all prior proposals, agreements, understandings, and contemporaneous discussions, whether oral or written, between the Parties with respect to the subject matter of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
IN WITNESS WHEREOF, the undersigned have read, understood and executed this Agreement and agree to be bound by its provisions as of the Effective Date.
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American Well Corporation |
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Elevance Health, Inc. |
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Elevance Health |
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By: /s/ Brad Gay |
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By: /s/Jim Ardell |
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Bradford Gay |
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Jim Ardell |
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General Counsel |
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VP, Corporate Services |
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November 17, 2022 |
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November 28, 2022 |
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Exhibit 10.2
STATEMENT OF WORK
This Statement of Work is made pursuant to, and incorporates the terms of, the Master Services Agreement (the “Agreement”) dated January 1, 2023, as amended by and between Elevance Health, Inc., an Indiana corporation, f/n/a/ Anthem Inc. (“Company or “Elevance Health” or “Elevance”), and American Well Corporation (“Supplier”).
All capitalized terms used herein shall have the meanings given to them pursuant to the Agreement unless otherwise set forth herein. The parties agree that in the event of any conflict between the terms of the Agreement and the terms set forth herein, the terms set forth herein shall supersede the conflicting terms in the Agreement. The following additional definitions shall apply to this SOW:
1.1 Administrative User means an Elevance Health employee or Third Party Contractor that Elevance Health reasonably believes requires access to the American Well System to perform American Well System administration and other supported "back office" functionality.
1.2 American Well Documentation means the standard published materials authorized and distributed by Vendor to its licensees that describe the American Well System, and the installation and use of the American Well System, which includes without limitation the Converge Documentation set forth on Exhibit B hereto.
1.3 American Well System means the internet-based service provided by American Well to make available Online Care Enterprise, American Well's proprietary software platform that allow patients and healthcare providers to have live visits through video, secure text chat, phone and mobile devices. The Online Care Service includes Error Corrections and Enhancements to Online Care Enterprise (as such terms are defined in the American Well Hosting Operations Guide).
1.4 Authorized User means an individual whom Elevance Health has authorized to use the American Well System, including without limitation any individual who is (i) an Administrative User, (ii) a Provider or (iii) a Covered Individual.
1.5 Authorized User Data means all data relating to Authorized Users, delivered to Vendor for use in its performance of services, including without limitation (i) all data that personally identifies an Authorized User and (ii) all data related to Authorized Users which Authorized Users or Elevance Health subsequently input in the form of new entries or updates or modifications.
1.6 Designated Equipment means the equipment on which the American Well System is installed at the Designated Site, as defined in this SOW.
1.7 Designated Site means (a) for so long as Vendor provides the Hosting Services (as defined in Schedule I of this SOW), (a) the site from which Vendor provides such Hosting Service
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
or (b) if Vendor is no longer providing Hosting Services, the site specified in an advanced written notice to Vendor by Elevance Health at any time after it is determined that the Vendor will no longer provide such Hosting Services or any site specified in an advanced written notice to Vendor by Elevance Health thereafter; provided, however, that Vendor shall provide a response to any such Elevance Health request for consent within thirty (30) days from the date on which Vendor receives such request for consent, except that if Vendor requirements for due diligence may cause a delay, Vendor will provide Elevance Health with notice of such delay and shall respond to such request for consent as soon as reasonably practicable but in no event after more than sixty (60) days from the date on which Vendor receives such request for consent unless otherwise agreed to in writing by the parties.
1.8 Enhancement means a change or addition, including any minor or major upgrade or version (other than an Error Correction, as defined in Section 1.11 of this SOW, or New Product, as defined in Section 1.15 of this SOW) that improves the function or substantially enhances the performance of the American Well System or portion thereof, as licensed hereunder, and is provided generally at no additional charge, to licensees of the American Well System who contract for Support and Maintenance Services, as defined in Schedule II of this SOW."
1.9 Error means a defect in the American Well System that results in the American Well System not functioning in material conformity with the American Well Documentation and/or the Agreement.
1.10 Error Correction means a change to the American Well System, or a workaround, that is in a form that allows its application to the American Well System to reestablish material conformity with the American Well Documentation and the Agreement.
1.11 License means a limited, nonexclusive, non-transferable, non-sublicensable, license during the term of the Agreement to (i) use the American Well System, in Object Code (as defined in Section 1.20 of this SOW) format only, only on the Designated Equipment and at the Designated Site, to implement and operate an Online Health Services (as defined in the Agreement) capability in the United States or any part(s) thereof; and (ii) to use the American Well Documentation to support such authorized use of the American Well System. As part of the License, Elevance Health may allow Authorized Users to access and use the American Well System on the Designated Equipment at the Designated Site.
1.12 Major Release means a release of the American Well System denominated by the number to the left of the decimal point (e.g., 2.0, 3.0).
1.13 Minor Release means a release of the American Well System denominated by the number to the right of the decimal point (e.g., 2.1, 3.1).
1.14 New Product means a Vendor product that is not an Enhancement that consists of substantial new features and functionality which is marketed and sold as a separate new product and which is priced, licensed or sold by Vendor to customers and potential customers.
1.15 Object Code means executable, machine-readable software code.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
1.16 Online Health Services means health care services rendered by licensed health care professionals who use the American Well System to communicate with consumers.
1.17 Professional Services means those additional services and deliverables the Vendor provides in conjunction with the operation of the American Well System as agreed to by the parties and set forth in a Statement of Work.
1.18 Provider means a physician, nurse or other provider of Online Health Services, authorized by Elevance Health to provide care through the American Well System." "Provider Group" means a two or more Providers who are affiliated with each other.
1.19 Single Instance means the sole Elevance Health production instance of the American Well System as licensed under this Agreement, as authorized to be operated by or on behalf of Elevance Health in accordance with Section 2.1 of this SOW.
1.20Source Code means the American Well System proprietary software code in humanreadable, programming language.
1.21Statement of Work means a written document, executed by Elevance Health and Vendor pursuant to this Agreement and referencing this Agreement, which includes a project plan for the provision of the applicable Vendor Services (as defined in the Agreement) by Vendor, including the projected schedule, the fees to be paid and schedule for payments, and such additional provisions as the parties may agree.
1.22 Term of SOW shall begin on 01 January 2023 and shall end 3 years unless earlier terminated in accordance with the Agreement. (“Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year terms (each an “Extension Term”, and collectively, the “Term”), unless either party provides the other with notice of its intent to terminate not later than twelve (12) months prior to the expiration of the Initial Term or then-current Extension Term (as applicable).
1.23 Elevance Health Provided Content means any data, content or communications other than Elevance Health Information which are provided to Vendor by or on behalf of Elevance Health for inclusion in the Services.
2. AMERICAN WELL LICENSE SYSTEM
2.1 License Grant. Vendor hereby grants to Elevance Health a License for use of the American Well System in the United States. Under this License, Elevance Health, or an Affiliate of Elevance Health on Elevance Health's behalf, will have the right to operate on behalf of Elevance Health one production instance of the American Well System.
2.2 License Term. The License granted to Elevance Health in Section 2.1 above shall be in effect for as long as the Agreement is in effect (the "License Term''), which License Term shall commence on the Effective Date (as defined in the Agreement) and terminate as set forth herein.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
2.3 Restrictions on use.
2.3.1 Third Parties. Elevance Health's access to and use of the American Well System is restricted solely to its Administrative Users who are required by Elevance Health to maintain the American Well System confidential in accordance with this Agreement. Except for providing access to Authorized Users including Third Party Contractors as permitted hereunder, Elevance Health shall not directly or indirectly distribute, transfer, sell, rent, lease, sublicense or loan the American Well System or American Well Documentation to any other party. Elevance Health agrees that it is fully responsible for the actions of each of its employees and agents with respect to the proper use and protection of the American Well System, whether or not such individual is or was acting within the scope of his or her employment or authority. The rights granted to Elevance Health herein expressly exclude the right to make the American Well System or American Well Documentation available to third parties in a service bureau arrangement or for any similar commercial time sharing or third party training use. Elevance Health shall not use, or allow others to use, the American Well System in any manner other than as expressly provided for in this Agreement.
2.3.2 Terms of Use. Elevance Health agrees that prior to any use of the American Well System by an Authorized User, such Authorized User (for both providers and for consumers) shall be required to agree to terms of governing use of the American Well System. The terms of use may be updated on a periodic basis by Elevance Health and will be submitted to Vendor for approval (not to be unreasonably withheld) and, if approved, inclusion in the American Well System.
2.3.3 Copies. If Vendor hosts the American Well System for Elevance Health, Elevance Health shall not copy, in whole or in part, the American Well System. Elevance Health may make a reasonable number of copies of the American Well Documentation as necessary to support Elevance Health's licensed use of the American Well System. Elevance Health shall reproduce and include in all copies of the American Well Documentation the copyright notices and proprietary legends as they appear in the American Well Documentation.
2.3.4 No Reverse Engineering: No Unauthorized Use. Notwithstanding anything to the contrary in the Agreement, Elevance Health shall not have the right under this Agreement: (i) to reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the Source Code of the American Well System, or their structural framework; (ii) to modify or create Derivative Works of the American Well System; or (iii) to use the American Well System in whole or in part for any purpose except as expressly provided under this Agreement. Notwithstanding the foregoing, Elevance Health may modify and create Derivative Works of the American Well Documentation for the purpose of creating technical materials for internal use by Elevance Health and for the purpose of creating training materials for use by Administrative Users or Providers. In any such Derivative Works of the American Well Documentation, Elevance Health agrees not to make any material misrepresentation as to the performance or functionality of the American Well System. Elevance Health shall reproduce and include in all copies of the American Well System and the American
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Well Documentation the copyright notices and proprietary legends as found on the American Well System and American Well Documentation at the time the copy was made and as found on the media containing the American Well System licensed hereunder at the time the copy was made.
2.3.5 Intentionally left blank.
2.3.6 Reservation of Rights. Notwithstanding anything to the contrary contained herein, Vendor shall at all times solely and exclusively own all rights, title, and interest in and to the American Well System, the American Well Documentation and all Derivative Works thereof, materials created or generated by Vendor in performance of services, and all intellectual property rights in the foregoing. No implied licenses are granted herein. Without limiting any prohibition provided herein, Elevance Health hereby assigns to Vendor all right, title and interest in and to the American Well System, the American Well Documentation, and all Derivative Works of the foregoing, and all materials created or generated by Elevance Health in connection with this Agreement.
3. SOURCE CODE
3.1 Escrow. After execution of this Agreement, Vendor shall add Elevance Health as a beneficiary under Vendor's current escrow agreement with Iron Mountain Intellectual Property, Inc., pursuant to which Vendor shall escrow the Source Code for Elevance Health's benefit throughout the term of the Agreement. Vendor shall pay and be responsible for fees to establish and maintain such escrow agreement. Elevance Health shall pay and be responsible for the associated beneficiary fees set forth in such escrow agreement.
3.2 Conditional Source Code License.
3.2.1. Upon the occurrence of a Source Code Release Event (defined in this Section 3.2.3 below), Vendor hereby grants to Elevance Health a nonexclusive, royalty-free, non transferable, non-sublicensable, limited license during the Release Period (defined this Section 3.2.2 below) to use, copy, modify, and create Derivative Works of the Source Code in such manner as is necessary to develop and deploy Error Corrections for Elevance Health's own internal use in accordance with this Agreement.
3.2.2 For purposes hereof, "Release Period" means the period of time between the occurrence of the Source Code Release Event and the correction of the situation giving rise to the Source Code Release Event, but in the case of Bankruptcy, it shall be the period of time between the commencement of Bankruptcy and the cessation of the Bankruptcy event. Immediately upon conclusion of the Release Period, Elevance Health shall cease use of and destroy or, at Vendor's discretion, return all copies of the Source Code to Vendor.
3.2.3 For purposes hereof, "Source Code Release Event" means the existence of the following circumstances: BOTH (A)(i) Vendor ceases to be in the business of providing Support and Maintenance Services with respect to all versions of the American Well System for at least thirty (30) consecutive days; or (ii) upon the Bankruptcy of Vendor if as a result of such Bankruptcy, Elevance Health's ability to perform its contractual obligations to its customers with respect to the American Well System is materially adversely affected without release to Elevance
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Health of the Source Code; AND (B)(x) Vendor's obligation to provide Support and Maintenance Services has not been assumed by another party under the conditions set forth in Agreement, and (y) Elevance Health cannot obtain substantially similar support and maintenance services at a substantially similar cost for the American Well System from another party; OR (C) Vendor has failed to provide Support and Maintenance Services to Elevance Health and (a) such failure constitutes a material breach of Vendor's obligation to provide Support and Maintenance Services under the Agreement, (b) Elevance Health has provided advance written notice of such failure, (c) Vendor has not cured such failure and (d) the Source Code is needed to cure the failure.
3.2.4 For purposes of this Agreement, bankruptcy shall be deemed to have occurred with respect to Vendor upon the happening of any of the following: (a) a trustee is appointed to wind down the operations of Vendor and liquidate its assets; (b) an involuntary proceeding is commenced against Vendor under Title 11 of the United States Code (the "Bankruptcy Code'') and such petition is not dismissed within ninety (90) days of the filing thereof; (c) a voluntary proceeding is commenced by Vendor under the Bankruptcy Code and Vendor has not, within one hundred twenty (120) days after entry of the order for relief, filed a plan of reorganization that has a reasonable possibility of being confirmed within a reasonable time; or (d) the making by Vendor of a general assignment for the benefit of creditors.
4. GENERAL OBLIGATIONS OF THE PARTIES RELATIVE TO THE AMERICAN WELL SYSTEM
4.1 Service Warranty. Vendor warrants that all Vendor Services (including Professional Services) shall be performed by qualified personnel in a good and workmanlike manner.
4.2 American Well System Warranty. Vendor covenants and warrants that the American Well System will perform substantially in accordance with the material portions of the standard published materials authorized and distributed by Vendor to its service customers that describe the use of the American Well System. Vendor does not covenant or warrant that operation of the American Well System will be uninterrupted or error free.
4.3 Remedy. So long as Elevance Health notifies Vendor in writing of a breach of the foregoing warranties in Sections 4.1 and 4.2, Vendor will use commercially reasonable efforts to repair the American Well System or Vendor Service or replace or re-perform the same. If Vendor fails to cure or to make substantial progress towards cure of such breach within 30 days of receipt of notice from Elevance Health of breach of this warranty, as Elevance Health's sole and exclusive remedy for such failure, Vendor shall refund to Elevance Health a pro-rata proportion of the pre-paid license fees paid by Elevance Health). This refund shall be Elevance Health's exclusive remedy for a breach of the covenant and warranty stated in this section.
4.4 Disclaimer of Warranties. Except as provided in section 4.1 and 4.2 above, vendor hereby expressly excludes and disclaims all warranties of any kind whatsoever relating to the American Well System. Without limiting the generality of the immediately preceding sentence, vendor disclaims any implied warranties of merchantability, fitness for a particular purpose and non-infringement in respect of the American Well System. Except as provided in sections 4.1 and 4.2, American Well is providing the American Well System to Elevance Health and Authorized Users "as is", with no other warranties whatsoever, including, without limitation, any warranties arising from course of dealing, course of performance or usage of the trade. Further, Vendor does
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
not warrant that the American Well System will be error-free or be provided (or be available) without interruption or with continuous access. Vendor makes no warranties with respect to content, products and services of third parties which vendor may supply to Elevance Health for use in connection with the American Well System.
Elevance Health acknowledges and agrees that Vendor is not engaged in the practice of medicine and that Vendor is not determining appropriate medical use of any data or services provided by vendor in the American Well System. All medical diagnostic and treatment decisions are the responsibility of providers.
4.5 Exclusions. The warranty in Section 4.2 shall not apply to the American Well System to the extent that it has been modified by any party other than Vendor, unless such modification was at the direction of Vendor. Vendor shall have no obligation to Elevance Health under the warranty, or otherwise, if the failure of the American Well System to meet the warranty can be attributable to causes that are not the responsibility of Vendor.
4.6 Application Hosting. Vendor shall provide the Hosting Services described in Schedule I to this SOW and otherwise subject to the provisions of the Agreement.
4.7 Intentionally left blank
4.8 Elevance Health Provided Trademarks and Materials. As described in the American Well Documentation, Elevance Health may brand the American Well System with Elevance Health's logo or other trademark, trade name or newly developed name (each a "Elevance Health Mark"), provided that Elevance Health shall not modify in any manner any of the copyright notices, proprietary legends or Vendor branding that appears in the copy of the American Well System provided to Elevance Health without Vendor's prior written consent. The Vendor logo (and/or such other Vendor designation as agreed by the parties), in at least 10 point font if it is text, or in at least 176x32 pixels if it is a picture, shall appear on every page of the American Well System.
4.9 Duties in the Event of a Claim.Suit or Medical Incident.
4.9.1 If Elevance Health becomes aware of any medical incident involving a service provided through the American Well System which may reasonably be expected to give rise to a claim being made against any Provider, Elevance Health shall notify Vendor in writing as soon as possible (but in any event within ten (10) Business Days, as defined in the Agreement). To the extent possible, notice should include: (i) how, when and where the medical incident took place; and (ii) the nature and location of any injury or damage arising out of the medical incident.
4.9.2 If Elevance Health becomes aware of a claim or suit brought against a Provider arising out of a medical incident involving a service provided through the American Well System, Elevance Health shall (i) immediately record the specifics of the claim or suit and the date received; (ii) provide Vendor with written notice of the claim or suit as soon as possible (but in any event within ten (10) Business Days); and (iii) immediately send Vendor copies of any demands, notices, summonses or legal papers received in connection with the claim or suit.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
4.9.3 Required Investigation. Upon receipt of notice from Vendor or other party of any complaint about a Provider or Elevance Health, Elevance Health shall promptly initiate an investigation of the complaint in accordance with Elevance Health's standard risk management processes and take such actions as are deemed necessary to prevent the occurrence of medical incidents involving a Provider or Elevance Health that may give rise to injury or liability.
4.10 Clearance for Certain Elevance Health Provided Software. If Elevance Health will provide any software or access to software to Vendor, then before commencement of Vendor's services or before such software is accessed or used by Vendor, Elevance Health shall have the opportunity to ascertain whether it has the license rights to permit Vendor to access and use the third-party software needed for such purpose. Elevance Health may cancel or postpone any specific work with Vendor (without any financial penalty and without such cancellation constituting a breach of contract by Elevance Health) if Elevance Health determines that it does not possess the needed license for Vendor's provision of the American Well System for which such third-party software is needed
4.11 Cooperation with and Access by Third Parties. Elevance Health may from time to time hire Third Party Contractors to perform services or provide products relating to Elevance Health's business, which may be integrated with the American Well System (an "Integrated Project"). Vendor shall cooperate with and work in good faith with any Elevance Health Third-Party Contractor(s) as reasonably requested by Elevance Health in connection with the use of the American Well System.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Subject to the restrictions on confidentiality and use contained in this Agreement and other appropriate protections as may be necessary in Vendor's reasonable discretion, such cooperation may include knowledge sharing of standards, policies, quality assurance and testing processes, as applicable, to ensure smooth deployment of Integrated Projects and/or the smooth and efficient transition of the American Well System to or from, Vendor and any Elevance Health Third Party Contractor. Notwithstanding the foregoing, Elevance Health may not provide any Third Party Contractor access to the American Well Documentation, any system design or system configuration documentation relating to the American Well System or to the installation of Vendor's software or related technology without the express prior written consent of Vendor. Subject to the foregoing, nothing in the Agreement shall restrict access by a Third Party Contractor to the American Well System and/or Works, as applicable, as an Administrative User (but not as an Administrative User with system configuration privileges) as reasonably required for such Elevance Health Third Party Contractors to perform functions for and on behalf of Elevance Health; and provided that such Elevance Health Third Party Contractors shall use or access the American Well System solely for Elevance Health's benefit and shall have agreed to confidentiality provisions no less restrictive than those contained in this Agreement. Elevance Health shall remain responsible for such Elevance Health Third Party Contractor's use or access to the American Well System in accordance with the terms of the Agreement. Notwithstanding the foregoing, Elevance Health may not provide access to the American Well System, nor shall Vendor be required to cooperate with, any Elevance Health Third Party Contractor that is a Vendor Competitor. For purposes hereof, "Vendor Competitor" shall mean an entity engaged or, to Elevance Health's knowledge, intending or planning to engage, in the development, distribution, and/or sale of a technology platform (or technology or services related thereto) that brokers the real-time availability of professional services in a market place between consumers and the providers of such professional services or facilitates communication among various involved parties, including, but without limitation, among providers of professional services.
4.12 General Obligations.
4.12.1 Obligations of Elevance Health Relating to Professional Services. Vendor shall have no liability to Elevance Health for Elevance Health's damages, expenses or costs from delays or failures in Vendor's performance of the Services under the applicable Statement of Work resulting from: (i) failure of Elevance Health to perform its responsibilities set forth in this Section 4.6; or (ii) failure of Elevance Health to provide accurate and complete data and instructions, in accordance with the procedures set forth in the applicable Statement of Work. Any delays in performance by Elevance Health shall result in a corresponding extension in the time periods for performance by Vendor of any of its obligations that rely on the performance of Elevance Health that was delayed. Such delays may result in an adjustment to the fees described in the applicable Statement of Work.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
4.12.2 Requests for Enhancements. At any time during the Term (as defined in the Agreement), Elevance Health may request that Vendor develop an Enhancement to the American Well System for Elevance Health. Elevance Health shall submit such request to the Executive Steering Committee. If the Executive Steering Committee decides that such request should be the subject of a Statement of Work for the development of the Enhancement, the parties will negotiate in good faith the terms and conditions of such Statement of Work.
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AMERICAN WELL CORPORATION |
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ELEVANCE HEALTH, INC. |
By: |
/s/ Brad Gay |
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By: |
/s/ Jim Ardell |
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Signature |
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Signature |
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Title: |
General Counsel |
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Title: |
VP , Corporate Services |
Date: |
November 17, 2022 |
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Date: |
November 28, 2022 |
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
SCHEDULE I
HOSTING SERVICES
Subject to the terms and conditions herein, Vendor shall provide the services described in this Schedule I (the "Hosting Services") to Elevance Health for the License Term as defined in the SOW.
1.1 Hosting Services Provided. Vendor shall host, maintain and provide the American Well System to Authorized Users in accordance with the terms and conditions set forth herein and in the Agreement. Vendor agrees to provide to Elevance Health the following throughout the Hosting Term: Vendor shall provide and maintain all facilities, equipment, software and other items required for providing the Hosting Services. Elevance Health consents to Vendor's engagement of subcontractors for the provision of Hosting Services (each, an "Approved Subcontractor''). In the event Vendor outsources or subcontracts all or a portion of the Hosting Services to an Approved Subcontractor, Vendor shall remain responsible for meeting all of its obligations under this Agreement. Vendor shall maintain, during the Hosting Term, commercially reasonable maintenance agreements for the hardware, system software and network infrastructure used by Vendor in its performance of the Hosting Services hereunder.
1.2 Technical Standards. Vendor agrees that Hosting Services shall be consistent with current telecommunications and Internet industry standards, as the same may change from time to time. For measurements required herein, Vendor may assume a stable, standard T1 connection to the Internet and measurements made at random times throughout the day. Upon request, Vendor will provide Elevance Health with a list of minimum recommended and technical PC standards for access to and use of the American Well System.
1.3 No Disabling Code. During the Hosting Term, Vendor represents and warrants that prior to delivery of the American Well System to Elevance Health it has successfully tested the American Well System to determine if the American Well System contains threats known as software viruses, time or logic bombs, trojan horses, worms, trap doors or other functions, instructions, devices or techniques, whether implemented by electronic, mechanical or other means, that can or were designed to erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system, including, but not limited to, its security or user data, or otherwise cause the American Well System to become inoperable or incapable of being used in accordance with the American Well Documentation.
1.4 Hosting Location. Vendor shall deliver the Hosting Services from a site or sites located in the United States, each of which shall be SAS-70 certified or certified under another equivalent standard. The Hosting Services will be rendered in a facility that is consistent with high industry standards for fireproofing, power and backup generation, structural integrity and resistance to other natural and man-made disruptions (the "Facility''). In addition, the Facility shall be secured against physical and electronic intrusion in a manner consistent
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
with high industry standards. Vendor shall provide Elevance Health with at least thirty (30) days prior written notice of a change in the location from which Vendor delivers the Hosting Services. For purposes of this Agreement, Vendor shall be deemed to have met the requirement of "high industry standards" in respect of an obligation hereunder if the Facility has been verified by a SAS-70 audit to have controls suitably designed to achieve respective defined control objectives.
1.5 Multiple Telecommunications Providers. The Facility shall be served by no less than two (2) separate high-speed telecommunications providers and the Facility shall have the ability to switch between telecommunications providers to reduce outages.
1.6 Security. Vendor shall implement security measures in accordance with the specifications set forth on Attachment A to this Schedule I. Elevance Health reserves the right to terminate the Agreement in accordance with this SOW if Vendor is in material breach of its obligations under this Section 1 and such breach can not be cured within 30 days.
2. ELEVANCE HEALTH OBLIGATIONS. As a condition to Vendor's performance of the Hosting Services, Elevance Health agrees as follows:
2.1 Security. Elevance Health shall ensure that it has adequate security mechanisms in place to protect the confidentiality of Authorized Users' passwords and IDs. In addition, Elevance Health shall secure and encrypt all information electronically transmitted to Vendor using encryption technology as agreed by the parties from time to time. Elevance Health shall have installed and maintain via automatic updates virus protection software or equivalent patched hardened server environment on all servers transmitting data to the Vendor environment.
2.2 Tortious, Criminal, and Illegal Activity Violations of Terms of Use. Upon either party's reasonable belief that tortious, criminal or illegal activity, or any activity in violation of the Terms of Use may be associated with an Authorized User's utilization of the American Well System, such party may, and in the case of Vendor, upon prior written notice (if possible or as soon as possible thereafter) to Elevance Health, describing in reasonable detail such alleged activity, without incurring any liability, temporarily suspend such Authorized User's account solely for the amount of time necessary for the investigation and resolution of the issue or terminate such Authorized User's account, in its reasonable discretion. The parties agree to promptly cooperate in good faith to address such issues.
2.3 Operating Environment. Elevance Health shall be responsible for delivering and receiving data, and ensuring that Administrative Users deliver and receive data, from and to the Vendor servers via protocols and standards agreed upon by Vendor and Elevance Health. Elevance Health shall be responsible for procuring connectivity to access or use the Hosted Services and for paying all charges related thereto.
3. AUTHORIZED USER DATA.
3.1 Return of Authorized User Data. Upon request by Elevance Health at any time during the Hosting Term and upon expiration or termination of the Hosting Term, Vendor will (A) promptly return to Elevance Health all or any part of Authorized User Data; and (B) erase
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
or destroy all or any part of Authorized User Data in Vendor's possession, in each case to the extent so requested by Elevance Health, except that Vendor may keep one copy of the Authorized User Data (i) for purposes of resolving any dispute which may arise between Elevance Health and Vendor with respect to the Hosting Services under the Agreement, or any litigation which may arise, or (ii) in order to provide Hosting Services hereunder in compliance with, or in order to verify compliance with, any applicable law related to Vendor's provision of the Hosting Services hereunder. Each request for the return of Authorized User Data pursuant to this Section must be submitted to Vendor in writing signed by the Elevance Health Executive Sponsor Elevance Health acknowledges that Vendor will need at least seven (7) Business Days to comply with any request under this Section. Elevance Health shall pay Vendor for the cost of preparing and providing Elevance Health with the returned data at Vendor's then current hourly rates as set forth in the applicable Statement of Work.
3.2 Use of Authorized User Data by Vendor. In compliance with applicable law, Vendor may use Authorized User Data for internal business purposes related to the delivery of the Hosting Services (but in any case, not for business purposes unrelated to the provision of the Vendor Services to Elevance Health), including without limitation for the provision of support, hosting capacity planning and joint Vendor/Elevance Health marketing initiatives.
4. UPGRADING & VERSIONING. Vendor shall provide Error Corrections and Enhancements to Elevance Health at no additional charge in accordance with SOW, and Vendor will be responsible for installing and implementing such Error Corrections and Enhancements.
5. BACKUP AND DISASTER RECOVERY SERVICES.
5.1 Backup. In connection with the delivery of Hosting Services, Vendor will provide backup services in accordance with the provisions herein.
5.2 Disaster Recovery. Vendor shall implement and maintain a disaster recovery plan and shall test and recover the American Well System in compliance with such plan. Vendor shall deliver to Elevance Health a copy of the current plan once per year during the Hosting Term. Such disaster recovery plan shall meet, at a minimum, the following criteria assuming all infrastructure is available and fully operational:
(a) Recovery Time Objective ("RTO") for recovery to a provisional system with limited functionality within [**] hours from the disaster or declared disaster;
(b) Recovery Point Objective ("RPO") of not more than [**] of data loss prior to the point of the business interruption;
Once per calendar year, Vendor will perform exercises to test Vendor's capabilities to recover data from offsite storage and to build out a provisional system.
The parties must notify the other party by phone of a disaster or declaration of a disaster. Vendor must notify Elevance Health by calling Elevance Health's Network Operations Center@ 800-647-1857 (24 x 7 x 365). E-Mail is not an acceptable form of communication when contacting Elevance Health regarding a technical issue or outage. All contact must be made to the Network Operations Center.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
6. REPORTING. Once each month, Vendor shall provide Elevance Health with written reports in connection with the delivery of Hosting Services in accordance with the provisions of Exhibit A.
7. DESIGNATED URL.
7.1 During the Term of the Agreement, and subject to the terms and conditions of the Agreement, and so long as Vendor is providing the Hosting Services, Elevance Health will designate a URL/hosting domain ("Designated URL"), which may incorporate Elevance Health's trademark(s), in whole or io part. The American Well System shall be operated at the Designated URL. Vendor shall be responsible for (a) registering the Designated URL with a reputable registrar (and identifying Vendor as administrative contact for the Designated URL), and (b) maintaining the Designated URL; in each case for Elevance Health's benefit, and solely for the purpose of providing the Vendor Services to Elevance Health. In no event shall the foregoing be construed to grant Vendor any right with respect to any of Elevance Health's trademarks, and Vendor acknowledges that any and all use of the Designated URL by Vendor shall be subject to the license provisions io SOW of this Agreement and shall inure solely to the benefit of Elevance Health. Upon expiration or termination of this Agreement or the Hosting Services, Vendor shall promptly take all steps as may be reasonably necessary to assign and transfer the Designated URL to Elevance Health (or Elevance Health's designee) in accordance with the domain name transfer procedures of the applicable registrar, including executing applicable domain name registrar transfer agreements or documents, assignments, lawful oaths and any other papers which Elevance Health may deem necessary or desirable at Elevance Health's expense.
7.2 During the Term (as defined io the Agreement), and subject to the terms and conditions of the Agreement, and so long as Vendor is providing the Hosting Services, Elevance Health grants to Vendor a non-exclusive, limited, revocable, non-transferable, non-sublicenseable license to use Elevance Health's trademark(s) (including the Designated URL) only as reasonably necessary for Vendor to provide the Vendor Services to Elevance Health. All use of such trademark(s) shall be subject to the quality control provisions io the Agreement, and shall inure solely to the benefit of Elevance Health.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
ATTACHMENT A to SCHEDULE I
HOSTING SECURITY REQUIREMENTS
1. PHYSICAL SECURITY
Physical access to Vendor's Internet Data Center ("IDC") will be restricted to authorized personnel only. Access to the Area where Elevance Health information is processed will be restricted to those personnel specifically authorized by Vendor or Elevance Health. Access to the IDC buildings is limited and non-employees/contractors are escorted by Vendor approved personnel. Access to these areas is to be controlled by key or physical token. All access to these areas is to be logged for audit purposes. Equipment which contains Elevance Health information will be physically secured within the computer room.
2. SYSTEM SECURITY
All remote access capabilities (to the systems or areas behind the firewall) require authentication procedures. Authentication will be implemented using a minimum of username and encrypted password verification. Vendor will implement a policy that passwords will be selected such that system passwords are complex enough in length to reduce "dictionary attacks" to crack these passwords. All system access except that absolutely necessary to utilize and administer the American Well System will be configured by Vendor to prevent an intruder from gaining access to the system. All requests denied access will not receive any information about the Vendor hosting configuration. Vendor shall track and implement applicable security patches and updates to all software products used in the American Well System including but not limited to operating systems, database management systems, third party products, firewalls, anti-virus software, anti virus signature/definition files, intrusion prevention and detection software or firmware used in networking equipment. Unless otherwise required, these changes will be applied during Scheduled Maintenance.
3. OFFERING SECURITY
No third party who is not a contractor of Vendor shall have access to Elevance Health information or web server access log files containing URLs used exclusively by Elevance Health. All user input and data, including URL name-value arguments, will be checked for its appropriateness based on its format, size and validity. All outside data requests (i.e., http/https requests) are allowed in a specified, controlled format which is processed by Vendor according to prescribed procedures and the request results are then sent back to the outside party. The main Vendor servers do not have the ability to remotely execute arbitrary outside requests, except for requests included in the product offering and remote management performed over a secure connection, according to Section 2 above. All traffic traversing any unsecured network, used to remotely manage the Vendor servers, will be performed over a secured, encrypted VPN tunnel.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
4. NETWORK SECURITY
The Vendor network contains packet filter(s) which have been configured to allow access only to the protocols necessary to allow the American Well System to function. All other network access to Vendor by third parties is segmented to provide Vendor's network traffic in isolation of other network traffic. All other protocols are explicitly denied. Monitoring procedures of the firewall will immediately inform Vendor of any unauthorized access or otherwise suspicious attempts to access secured portions of the system across the network.
5. GENERAL
Vendor shall report any security breaches or compromises to Elevance Health within one (1) Business Day (as defined in the Agreement) following the day on which Vendor qualifies the occurrence, not to exceed five (5) Business Days following the event, or earlier if required by applicable law. Any security breaches or compromises shall be terminated immediately through the best efforts of Vendor. At no time shall Vendor allow any security breach or compromise to persist for any amount of time in order to determine the identity of the perpetrator or for any other reason, except as required by law or Elevance Health or as deemed necessary by Vendor to stop the compromise. Vendor shall present Elevance Health with documentation of the cause, remedial steps and future plans to prevent a recurrence within five (5) Business Days following the day on which Vendor qualifies the occurrence of the security breach or compromise. If these measures are not deemed acceptable, based on Elevance Health's reasonable judgment, Vendor shall, upon receipt of written request from Elevance Health, enter into good faith negotiations to address the differences within five (5) Business Days.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
SCHEDULE II
SUPPORT AND MAINTENANCE SERVICES
Subject to the Agreement, Vendor shall provide the services described in this Schedule II (the "Support and Maintenance Services") to Elevance Health described below on the terms and conditions set forth herein.
1. MAINTENANCE SERVICES:DELIVERY OF UPDATES
Vendor shall provide Elevance Health with updates to the American Well System containing Error Corrections, and, in certain instances, minor or major Enhancements. Vendor shall make available such Error Corrections and Enhancements to Elevance Health at or around the time that such Error Corrections and Enhancements are made available generally to Vendor's customers, to which Vendor provides similar services. Delivery of such shall be electronically via notice of a connection to a secure FTP site, or other reasonable equivalent mechanisms. Vendor shall, at no additional cost to Elevance Health, make available Error Corrections and Enhancements to Elevance Health. Any and all Error Corrections and Enhancements so developed and delivered by Vendor, shall be owned by Vendor, shall be deemed part of the American Well System and shall be licensed to Elevance Health in accordance with the terms and conditions of the Agreement. Vendor shall provide Error Corrections, Enhancements, support and maintenance at no additional charge for the Single Instance of the American Well System operated by Elevance Health. New Products shall be made available to Elevance Health on commercial terms and conditions negotiated in good faith by the parties. Vendor shall, at no additional charge to Elevance Health, make available, install and configure Error Corrections, and Enhancements for the Single Instance of the American Well System operated by Elevance Health except for custom configuration requests that may be made by Elevance Health. Custom configuration will be performed at Elevance Health's request pursuant to a Statement of Work at additional charge based on the Vendor Professional Services Rate set forth in Exhibit A. For purposes hereof, "custom'' configuration includes work that is required or requested outside of the standard hosting upgrade procedure used and issued by Vendor at the time the Error Correction or Enhancement is made generally available.
2.SUPPORT SERVICES: ISSUE RESOLUTION
During the Term, Vendor shall provide to Elevance Health reasonable support services to respond to inquiries and technical support requests from Elevance Health relating to the ongoing operation of the American Well System (each such inquiry or technical support request shall be referred to for purposes of this Agreement as an "Issue''). If after investigation of an Issue reported by Elevance Health, Vendor determines that the Issue constitutes an Error, Vendor shall provide Error Correction at no charge to Elevance Health. If after investigation of an Issue reported by Elevance Health, Vendor determines that the Issue does not constitute an Error, support services with respect to such Issue shall be provided to Elevance Health on a time and materials basis at the rates set forth in Exhibit A. However, the first twenty (20) hours per month of services that are provided with respect to Issues that are not Errors shall be provided to Elevance Health free of charge.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
3. SUPPORT RESPONSIBILITIES
a. Levels of Support. For purposes of this Schedule II, the Levels of Support are defined as follows:
Level 1 Service: The service provided in response to the initial phone or other inquiry call placed by an Authorized User which identifies and documents a suspected Issue in the American Well System. This includes, but may not be limited to, call-logging and validation, problem source identification assistance, problem analysis, problem resolution, and preventive and corrective service information.
Level 2 Service: The service provided to analyze or reproduce the suspected issue or to determine that the suspected Issue is not reproducible and to resolve the reproducible issue. This includes, but is not limited to, problem recreation, in-depth technical analysis and problem resolution and passing the reproducible issue to Level 3 Service with proper documentation that proves the issue exists.
Level 3 Service: The service provided to resolve reproducible issues that are determined to be, or are highly probable to be, the result of a defect in the American Well System, and which requires design engineering knowledge or expertise to isolate and resolve.
b. Respective Support Responsibilities. During the Term, Vendor shall provide Levels 1, 2 and 3 Service. Level 2 and Level 3 Service shall be rendered solely to Elevance Health. Level 1 Service shall be rendered directly to Authorized Users.
c. Third Party Components. Vendor shall use commercially reasonable efforts to make available to Elevance Health the standard maintenance and support services provided to Vendor by the vendors of Third Party Components, if any, without any additional charge to Elevance Health.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
4. LEVEL 3 SERVICE ISSUE CLASSIFICATION, REQUIRED VENDOR RESPONSE AND ISSUE NOTIFICATION PROCEDURES
a. Issue Classification. Vendor shall respond to Level 3 Service Issues reported by Elevance Health according to their Severity as set forth below:
Table 1 - Classification of Issues
|
|
Severity |
Criteria |
1 – a/k/a “business stand" |
An Issue that results in catastrophic failure of the American Well System or poses a significant, imminent risk to protecting the privacy of Protected Health Information. |
2 |
An Issue that results in the American Well System being usable, subject to major restrictions on essential workflows of such American Well System, for which there are no workarounds. |
3 |
An Issue that results in the American Well System being usable, subject to major restrictions on essential workflows of such American Well System, for which there are available workarounds, or an Issue that disables non-essential workflows, regardless of whether a workaround exists. |
4 |
An Issue that results in inconveniences of the American Well System, which are not critical to the operation of the American Well System and for which there are workarounds. |
b. Vendor Corrective Action. Upon receipt from Elevance Health of a report of a suspected Level 3Service Issue, Vendor shall use trained personnel to expeditiously remedy the reported suspected Issue within the following time period:
Table 2 – Vendor Corrective Action Obligation
|
|
Issue Severity |
Vendor Corrective Action Obligation |
1- a/k/a ''business stand" |
Worked on consistently until an official fix or adequate workaround is available. An action plan will be provided within two (2) hours of notification. |
2 |
Worked on consistently during office hours until an official fix or adequate workaround is available. An action plan will be provided within one (1) Business Day (as defined in the Agreement). |
3 |
Commercially reasonable efforts will be made to address prior to the next official release. An action plan will be provided within ten (10) Business Days. |
4 |
Commercially reasonable efforts will be made to address by the next official release. An action plan will be provided within ten (10) Business Days. |
c. On-Site Support. All efforts described above in Table 2 shall be performed on Vendor's premises.
d. Notification of Issues by Elevance Health. As a condition to Vendor's performance of Level 3Service with respect to an Issue, Elevance Health shall report the Issue in accordance with current Elevance Health Network Operation Center outage procedure by the means set forth in Table 3 below. Elevance Health designates its Network Operations Center and its personnel to report Issues to Vendor and receive issues from vendor. Issues reported correctly to Vendor by the Elevance Health Network Operations Center will be acknowledged by a Vendor designated technical account manager
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
(hereinafter "Account Manager"), or their designee, who are sufficiently trained to assess the Issue and initiate corrective action by Vendor.
Table 3 – Elevance Health Notification Procedure and Acknowledgement of Vendor
|
|
Issue Severity |
Anthem Notification Procedure |
1- a/k/a ''business stand" |
Immediate communication via telephone call to designated support representative. Issue reports will be acknowledged via telephonic response by Vendor within one (1) hour. |
2 |
Telephonic or email communication to designated support representative. Issue reports will be acknowledged via telephonic response by Vendor within four ( 4) hours. |
3 |
Telephonic or email communication to designated support representative. Issue reports will be acknowledged via telephonic response by Vendor within one (1) Business Day. |
4 |
Telephonic or email communication to designated support representative. Issue reports will be acknowledged via telephonic response by Vendor within one (l) Business Day. |
''Non-issue" proposed changes or enhancements |
Via email or online supporting mechanism. Vendor will bundle all ''non-issue" proposed changes or enhancements and formally acknowledge them during periodic Vendor I Anthem product planning meetings. |
e. Regular Communication; Escalation Procedures. In the process of resolution of Severity 1 and 2 Issues, Vendor shall provide regular updates to Elevance Health as to the progress of the Issue resolution. Further, each party shall designate a representative to be available by cell phone or other similar mode of communication outside of such party's regular business hours in order to confer regarding the Issue resolution process. If Vendor fails to meet the corrective action obligations in Table 2 with respect to Severity 1 and 2 Issues, Elevance Health may require that the following representatives of Vendor be engaged in the resolution process as follows, each within the period of allotted time as specified in Table 4 below:
Table 4 – Escalation Path
|
|
Severity |
Escalation Path |
1 |
If an action plan is not provided within six (6) hours: Account Manager If an action plan is not provided within twelve (12) hours: Vice President If an action plan is not provided within twenty-four (24) hours: Executive Vice President |
2 |
If an action plan is not provided within twenty-four (24) hours: Account Manager If an action plan is not provided within forty-eight (48) hours: Vice President If an action plan is not provided within seventy-two (72) hours: Executive Vice President |
5. DOCUMENTATION
Following an Error Correction, Major Release or Minor Release, as applicable, Vendor will supply Elevance Health as soon as available for general distribution, one (1) copy of modifications
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
of, supplements to, or new versions of the American Well Documentation for the American Well System, if any. Vendor shall conduct a root cause analysis in respect of any Severity 1 or Severity 2 Errors.
6. VERSION SUPPORT
Vendor shall provide Support and Maintenance Services in accordance with this Schedule II for the then most recent Major Release of the American Well System provided to Elevance Health by Vendor. In addition, Vendor shall provide Support and Maintenance Services for the next most recent Major Release of the American Well System for a reasonable period of time after delivery to Elevance Health of the newest Major Release to allow Elevance Health time to implement the newest Major Release, not to exceed one hundred twenty (120) days from the time the newest Major Release was delivered to Elevance Health for installation. Vendor shall provide no less than sixty (60) days advanced written notice of the delivery of the next Major Release.
7. CONDITIONS TO RECEIPT OF SUPPORT FROM VENDOR
In order for Elevance Health to obtain from Vendor the maintenance and support service obligations of Vendor described herein, Elevance Health shall fulfill the following obligations:
a. Elevance Health shall provide Vendor all information reasonably available to Elevance Health to assist Vendor in the necessary diagnosis of Issues within the response times set forth above, including the configuration of hardware and system operating software on the applicable hardware (when Elevance Health is hosting the American Well System), and the communication interfaces, insofar as these are significant. Elevance Health acknowledges that if it does not comply with this condition, or if erroneous or inadequate information is provided, then Vendor cannot be held accountable for delays in, or improper performance of, the Vendor maintenance and support services. Under no circumstances does Vendor warrant or represent that all Issues can or will be corrected. As necessary to provide the Support and Maintenance Services, and subject to Elevance Health's system security requirements, Elevance Health shall provide Vendor with remote access to Elevance Health's installation of the American Well System.
b. Elevance Health and/or Authorized Users shall be responsible for procuring, installing, and maintaining all applications, equipment, telephone lines, communications interfaces, and other hardware necessary to obtain from Vendor the maintenance and support services set forth above in this Section.
c. Elevance Health shall provide experienced IT professionals and customer service representatives with training regarding the American Well System to collaborate with Vendor on addressing Issues and implement any Error Correction, Enhancement, solution, workaround, or other such fix.
d. Vendor shall not undertake to fix Issues that are not Errors without the prior written consent of Elevance Health. Vendor shall only be obligated to provide Support and Maintenance Services with respect to Elevance Health's primary American Well System production environment on the Designated Equipment at the Designated Site.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
SCHEDULE III
PERFORMANCE STANDARDS
Subject to the terms and conditions of the Agreement, during the Term, Vendor shall deliver the Hosting Services in accordance with the performance standards described in this Schedule III.
Certain capitalized terms, not otherwise defined in this Schedule III shall have the meanings ascribed to such terms elsewhere in the Exhibits to the Agreement, or in the Agreement. The following capitalized terms shall have the definitions set forth below:
(a) "System Uptime" shall mean the total amount of time during any calendar month (twenty-four (24) hours a day, seven (7) days a week), measured in minutes, during which Elevance Health and its Authorized Users have the ability to access all, or all major features and functions, of the American Well System through the Hosting Services.
(b) “Scheduled Downtime" shall mean the total amount of time during any calendar month, measured in minutes, during which Elevance Health and its Authorized Users are unable to access all, or a major function or functions of the American Well System through the Hosting Services, due to planned system maintenance performed by Vendor, as set forth in the table below. Vendor shall perform scheduled system maintenance during scheduled maintenance windows as mutually agreed between Vendor and Elevance Health.
|
|
|
When Scheduled Downtime shall occur on a regular basis: |
Purpose of Scheduled Downtime: |
Maximum Duration of Scheduled Downtime: |
Each day |
Offline -backup |
One (1) hour |
Each Weekend |
Minor System, database, application or hardware maintenance |
Four (4) hours |
Once per calendar month |
Major maintenance or upgrades |
Eight (8) hours |
(c) "Unscheduled Downtime" shall mean the total amount of time during any calendar month, measured in minutes, during which Elevance Health is not able to access all, or a major function or functions, of the American Well System through the Hosting Services other than Scheduled Downtime as defined above.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
(d) "System Availability" shall mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month, and thereafter dividing the difference so obtained by the total time during such month. Represented algebraically, System Availability for any particular calendar month is determined as follows:
|
|
System Availability = |
Total Monthly Time- Unscheduled |
Total Monthly |
NOTE: "Total Monthly Time" is deemed to include all minutes in the relevant calendar month to the extent such minutes are included within the Term of this Agreement.
(a)System Availability Vendor shall achieve System Availability of at least [**] during each calendar month (the "Service Standard"), provided that any Unscheduled Downtime occurring as a result of (i) Elevance Health's breach of any provision of this Agreement; (ii) non-compliance by Elevance Health with any provision of this Agreement; (iii) incompatibility of Elevance Health's equipment or software with the Licensed Products; or (iv) performance of Elevance Health's systems shall not be considered toward any reduction in System Availability measurements.
(b)Access to Support; Response Times. Elevance Health may report Unscheduled Downtime at any time (twenty-four (24) hours a day, seven (7) days a week), by telephoning Vendor at 1-888-548-8555 in accordance with Schedule III. Vendor shall respond to "business stand" reports immediately upon notification.
3.MEASUREMENT AND REPORTS
(a) System Monitoring and Measurement. Vendor shall provide for monitoring of System Availability on an ongoing basis. All measurements of System Availability shall be calculated on a monthly basis for each calendar month during the Term. Availability of access to the features and functions of the American Well System through the Hosting Services shall be determined as follows.
Vendor is running a dedicated tool monitoring the status of the platform, which provides a periodic (at least a poll every fifteen (15) minutes) status of each of the systems or components. Based on this information a global platform status is calculated. Possible global status values are:
• Normal: The platform is up and running and all components are responding correctly.
• Warning: The platform is up and running with no significant impact from services point of view, but one or more components (redundant components) is not responding correctly.
• Critical: The platform is unavailable, all components of the same type are not responding despite the redundancy.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
(b) System Performance Reports. Vendor shall provide reports to Elevance Health setting forth measurements of System Uptime, Scheduled Downtime and Unscheduled Downtime and a calculation of System Availability for the relevant preceding month. If Elevance Health disagrees with any measurement or other information set forth in any such report, it must so inform Vendor in writing, provided that the accuracy of any such report shall be deemed conclusive unless such notice is provided by Elevance Health. Any such notice must indicate specific measurements in dispute and must include a detailed description of the nature of the dispute. Vendor and Elevance Health agree to attempt to settle any such disputes regarding System Availability and/or related measurements in a timely manner by mutual good faith discussions.
(a) Supported Software. Vendor agrees to support the browsers and software interfaces set forth in the Documentation.
(b) Discontinuance of Said Support. Vendor must provide Elevance Health with one-hundred twenty (120) days' notice prior to discontinuance of support for any of the aforementioned browsers or software interfaces. Such notice will be provided under the Maintenance and Support Services.
If ‘s Uptime Percentage is less than is required in a particular month, Elevance Health shall be entitled to a credit (the “Service Level Credit”) for such month in accordance with the following table:
|
|
Uptime Percentage |
Credit Amount |
[**] % - [**] % |
[**] of the monthly pro-rata portion of the annual Licensing Fee |
[**] % - [**] % |
[**] of the monthly pro-rata portion of the annual Licensing Fee |
[**] % - [**] % |
[**] of the monthly pro-rata portion of the annual Licensing Fee |
<[**] % |
[**] of the monthly pro-rata portion of the annual Licensing Fee |
6. DATA BACK-UP AND RECOVERY
(a)Back-Up of Elevance Health Database. Vendor shall perform back-up and archiving of Elevance Health Database according to the schedule set forth in the table below:
|
|
|
Type of Back-Up |
Description |
When does back-up occur? |
Daily Incremental Files |
All Anthem Database Deltas |
Daily |
Full Back-Up |
Full Anthem Database backup |
Monthly |
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
(b) Back-Up Retention: Vendor shall retain back-up copies of the Elevance Health Database at a secure location according to the retention periods set forth in the following table:
|
|
Type of Back-Up |
Retention Period |
Daily Incremental Files |
Thirty (30) days |
Full Back-Up |
One (1) Year |
(c) Recovery of Archived Data: Vendor shall restore data files from archived copies as quickly as reasonably practicable, as necessary as a result of system failure or data corruption or losses. Elevance Health acknowledges that the amount of time required to restore archived data files is dependent upon numerous factors, including, but not limited, severity or the relevant data corruption or loss.
7. RESPONSE TIME
(a) Service Standard. Vendor shall achieve a Response Time for the American Well System of less than [**] for [**] of all measured System Transactions during the Response Time Measurement Period as calculated below and less than [**] for [**] of all measured System Transactions during the Response Time Measurement Period as calculated below.
(b) Definitions.
(i) "Response Time" is the elapsed time between a "HfTP/S" request entering the American Well System firewall, being received and processed by the American Well System, and an "HTTP/S" response leaving the American Well System firewall.
(ii) "Response Time Measurement Period" is the recurring period of time over which each Response Time Percentage will be calculated. The measurement period for determining Response Time Percentage is a calendar month.
(iii) "Response Time Target" is [**] or [**], or [**] or [**], as applicable to the respective measurement in accordance with Section 2.1.
(iv) "System Transactions" are the following:
•Log-in for each Authorized User type
•Log-out for each Authorized User type
(v) An "On Time Transaction" is a System Transaction that meets the Response Target Time.
(vi) The "Response Time Percentage" is determined by dividing the total On-Time Transactions by the total System Transactions in the Response Time Measurement Period and multiplying the result by one hundred (100). Response Time Percentage = (Total On-Time Transactions divided by Total System Transactions) x 100.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
8. EXCLUSION
Vendor shall not be responsible for any failure to meet the service level commitments set forth above if such failure is due to:
(a) Elevance Health's acts or omissions, including any Elevance Health misuse or abuse of the Vendor System or use in violation of the Agreement;
(b) Any extraordinary increases in service utilization unless Elevance Health has given Vendor days prior written notice of such increase;
(c) Third Party Components that originate through or are part of external networks;
(d) With respect to Response Time, any customizations, complex searches, or complex reporting needs that necessitate additional system processing time;
(e) Viruses, except where Vendor has failed to apply a generally available and approved definition within one (1) hour of the definition being available;
(f) Violations of the Terms of Use;
(g) An increase in service utilization after Elevance Health has provided notice to Vendor requesting an increase in service capacity but prior to Vendor having completed the implementation of such increase in capacity; or
(h) Any failure of any component for which Vendor is not responsible, including but not limited to all Elevance Health-provided or Elevance Health-managed electrical power sources, networking equipment, computer hardware, computer software or web site content.
(i) The service levels commitments set forth herein apply to Elevance Health's Single Instance of the American Well System.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
SCHEDULE IV
Intentionally left blank
EXHIBIT A
COMPENSATION
1.Subscription Fees. Elevance Health will pay Vendor a flat annual subscription fee in the amounts set forth in the table below. The first payment (Fee for Year 2023) will be due on the Effective Date, and the other payments will be due on each anniversary thereafter.
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Fee Description |
Description |
Fee for Year 2023 |
Fee for Year 2024 |
Fee for Year 2025 |
Subscription Fee- LHO |
[**] |
[**] |
[**] |
Project Fee- Innovation/Professional Services |
[**] |
[**] |
[**] |
Over all Fixed Fee |
[**] |
[**] |
[**] |
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Subscription Description |
Per Month Per Member Fee for Year 2023 |
Per Month Per Member Fee for Year 2024 |
Per Month Per Member Fee for Year 2025 |
License basis for non-Covered Individuals who access the American Well System |
[**] |
[**] |
[**] |
•The Project Fees set forth above shall be paid in consideration of certain professional services performed by Vendor, as outlined in the Detailed Scope for (Innovation/Professional Services) Ongoing Services for LiveHealth Online in Exhibit C of this SOW. For clarity, Elevance Health shall pay the Project Fee annually in advance commencing on the Effective Date of this SOW. Vendor shall then bill professional and marketing services hours at a rate of $[**] per hour against the Project Fee until it is extinguished. In the event that the Project Fee has not been extinguished by the end of the year in question, then it shall be deemed paid to Vendor without any additional hours required to be incurred by Vendor. In the event that Vendor has incurred sufficient billable hours in a year such that the Project Fee has been extinguished, Vendor shall provide a one-time credit of [**] additional billable professional services hours to be allocated as directed by Elevance Health, which credit (i) may be utilized in any or multiple years of the Initial Term, and (b) shall be extinguished at the end of the Initial Term if it has not been fully utilized at that time. In the event that the annual Project Fee has been extinguished for any year of the Initial Term and the foregoing credit has also been fully utilized, then Vendor shall charge Elevance Health fees for professional services performed in accordance with Section 4 below.
•The parties agree that if Vendor has not made available its Converge platform functionality as described in the Attachment to Exhibit B herein and which contains connections to Sydney and Anthem.com and provides access to urgent care, psychology, and psychiatry services, to Elevance Health for use by Covered
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Individuals by January 1, 2024, it shall provide a [**] reduction on the foregoing Platform Fees on a monthly pro-rated basis for every month after January 1, 2024 until such platform and functionality are successfully made available by Vendor.
•In the event that this SOW is renewed for an Extension Term, the “Fee for Year 2025” set forth above shall be due and payable to Vendor by Elevance.
2.Intentionally left blank.
a.Reports: Commencing on January 1, 2023, Vendor commits to providing the following custom reports to Elevance Health in the frequency set forth below:
1.Hourly patient visit summaries sent to Elevance Health’s longitudinal patient record set
1.Daily full Book of Business activity summary
2.Daily full Book of Business wait times
1.Feeds (registrations & visits) pushed to Elevance Health’s Client Information Insights (CII) application
3.Monthly Plan State utilization
4.Monthly Market Segment utilization
5.Monthly Business Review / Analysis
1.Quarterly CSBD Update / Business Review
2.Joint Operating Committee / Book of Business
3.Customer Service Reports
For clarity, Vendor's obligations in subsections (b) and (c) below shall also commence on January 1, 2023.
b.Report Delivery Mechanism Issues:
i.For those cases where the delivery mechanism of the Vendor reports set forth in subsection A above fails (such as the scheduled job or the sftp process), Vendor commits to monitoring delivery of such reports and
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
using commercially reasonable efforts to notify Elevance Health by 9am ET on business days of non-delivery.
ii.Vendor commits to resolving any such delivery issue within 12 hours of the earlier of (i) notification of non-delivery by Elevance Health or (ii) notification by Vendor to Elevance Health of non delivery.
iii.Reports not delivered within that time frame will be subject to an aggregate penalty of [**] per day (meaning Vendor's maximum penalty is [**] per day).
iv.Non-delivery related to Elevance Health technology problems will be excluded from this penalty.
v.For clarity, the parties agree that the foregoing shall apply solely to non-delivery of reports. If there are issues with the content of the report, they shall be resolved in accordance with Subsection C below.
i.The SLA set forth below will apply to all of the Business Critical Reports set forth above
ii.Vendor will have 10 Business Days to resolve a defect with one of the foregoing reports upon confirming and reproducing the defect.
iii.Vendor will have no more than 2 Business Days to confirm and reproduce the defect upon being notified by Elevance Health. Elevance Health commits to working with Vendor to help in the identification of the defect.
iv.Defects not resolved within 12 Business Days of notification will be subject to an aggregate penalty of [**] per day (meaning Vendor's maximum penalty is [**] per day) starting on the 13th Business Day after notification.
v.Vendor shall pay any penalties due under subsection (b) and (c) above in arrears and on a quarterly basis. Any such payment shall be made within 30 days of the last day of the applicable quarter and may be offset against amounts owed by Elevance Health to Vendor.
4.Professional Services Fees.
a.During the Term, Elevance Health shall pay fees for the Professional Services on a time and materials basis at a blended rate ("Professional Services Rate") of [**] per hour.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
b.Elevance Health shall reimburse Vendor for those expenses (e.g., expenses for other printing costs or outsourced marketing services) incurred in connection with such Statement of Work as agreed in advance by the parties in writing.
c.Vendor shall present appropriate receipts or other evidence of payment with its invoices regarding reimbursement of such expenses.
d.Vendor shall not increase the Professional Services Rate prior to December 31, 2023. Thereafter, Vendor may increase the Professional Services Rate, on an annual basis, for any SOW executed after December 31, 2023 and throughout the Term in an amount not to exceed the percentage increase in the Consumer Price Index-All Urban Consumers, U.S. City Average, Not Seasonally Adjusted, Base Period 1982-84=100 published by the United States Department of Labor's Bureau of Labor Statistics (the “CPI”), over the previous twelve (12) month period. If the CPI is no longer published at the relevant time, the parties shall designate the most closely comparable index. Annual rate increases can only be applied to a SOW executed 6 months or less prior to such increase and such increase shall apply only to work done after the effective date of such annual increase.
e.Vendor shall provide Elevance Health with sixty (60) days advance written notice of any price increases described in this Section 4.
5.Payment of Fees and Expenses. Vendor shall invoice Elevance Health for the fees set forth in the Agreement as applicable ("Fees"). Except for the Fees and expenses agreed to in this Exhibit A and not otherwise incurred in violation of this Agreement ("Expenses"), no other amounts shall be charged by Vendor or payable by Elevance Health. Vendor shall not have any right of offset against amounts owed to it by Elevance Health.
6.Elevance Health Invoice Requirements. Vendor shall invoice Elevance Health for all Fees and, if applicable, Expenses via the Elevance Health Invoice online tool in accordance with the then current requirements at http://www.Wellpoint.com/business/American Well_relations.asp. Vendor shall not charge Elevance Health for researching, reporting or correcting errors related to invoices. The invoice date shall not be earlier than the date on which Vendor is entitled to payment under the Agreement, or if not specified in the Agreement, invoices may be issued monthly in arrears. Each such invoice shall contain sufficient detail to allow Elevance Health to identify all Services rendered. Elevance Health shall not be responsible for any Fees or Expenses invoiced more than four (4) months after the close of the month to which such fees or expenses relate.
a.Upon receipt of a correct and undisputed invoice, Elevance Health shall pay the amounts in accordance with Elevance Health's then current payment policies (e.g. payment via the ACH electronic payment to Vendor's financial institution per instructions in Elevance Health's ACH electronic payment form).
b.Except as otherwise provided in a Statement of Work, all payments are due to Vendor within thirty (30) days of invoice date; provided however, that in the event
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
the amount of any payment by Elevance Health exceeds _______________________ Dollars ($__________), Elevance Health payments shall be due to Vendor within thirty five (35) days of invoice date. All fees and charges are stated in United States Dollars. Any amounts payable pursuant to this Agreement are to be net to Vendor and shall not include taxes or other governmental charges or surcharges, if any. If any excise, use, property or other taxes, or any other governmental charges or surcharges (including, without limitation, interest, penalties and fines) are due or are assessed on or with respect to any amounts payable by Elevance Health pursuant to this Agreement (other than Vendor's income taxes), they will be the sole responsibility of and payable by Elevance Health. Elevance Health shall not be liable for the payment of taxes imposed upon Vendor or upon Vendor's personnel resources, including state and federal income taxes, franchise taxes, Social Security taxes, welfare taxes, unemployment contributions, disability insurance, training taxes and any prepayments, estimated payments, reports, or withholdings required for such taxes. Except as provided in Section 8 below, past due balances on the amounts due to Vendor pursuant to this Agreement shall be subject to an interest charge equal to (a) the lesser of one percent (1.0%) per month OR (b) the maximum rate not prohibited by applicable law, in each case, computed from the date fifty (50) days after invoice date of each payment.
8.Invoice Disputes. Elevance Health may withhold payment of good faith disputed invoiced amounts until no later than ninety (90) days after the date on which such withheld amounts are due if Elevance Health notifies Vendor within the original payment period that such amounts are disputed and are being withheld, along with a written statement specifying the portion of fees or expenses being withheld and providing a reasonably detailed explanation of the reasons for withholding such fees or expenses. The parties shall negotiate expeditiously and in good faith to resolve any such dispute, and Elevance Health will pay all outstanding amounts as may be agreed by the parties in writing within thirty (30) days of the conclusion of such dispute resolution process, or within such ninety (90) day period, whichever concludes sooner, and no interest shall accrue on amounts withheld pursuant to this Section during the foregoing time period. Invoices which are not sent via the Elevance Health Invoice online tool shall automatically be deemed to be in dispute until the invoice is resubmitted via such online tool; provided that access to such online tool is available to Vendor.
(a)In the event that Elevance Health desires to resell the Online Care Service to another health plan or insurer, the parties will meet and negotiate in good faith the terms and related fees due to Vendor resulting from such a transaction. For clarity, Elevance Health will not be able to consummate such a resale or other transaction with a health plan or insurer without Vendor’s written consent or an amendment to this Agreement.
(b)In the event that Elevance Health desire to resell employer service offerings developed by Vendor to Elevance Health’s employer clients, Elevance Health may purchase such offerings from Vendor at the prices set forth on Schedule 1 to Exhibit A, attached hereto. In such a case, Vendor will issue an invoice which shall be payable by Elevance Health in accordance with the terms in the Agreement.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
In the event of a unique circumstance regarding a potential Elevance Health customer, the parties will meet and negotiate in good faith variations from the terms and related fees due under Schedule 1 to Exhibit A related to such a transaction. For clarity, Elevance Health will not be able to consummate such a unique resale or other transaction without Vendor’s written consent or an amendment to this Agreement.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Attachment 1 to EXHIBIT A
Amwell Clinical Program Offerings:
Reseller Rates. The parties agree to the following reseller rates until December 31, 2025. At that time, the parties will renegotiate the rates in good faith and memorialize their understanding via an amendment to the Agreement.
1.Parties agree that rates quoted to a Company Client based on reseller rates listed below shall be valid for a period of 12 (twelve) months from the date a formal written proposal is presented to such Company Client. In addition, Vendor shall not change the pricing to Elevance Health with respect to a Company Client for the first year of the contract with such Company Client.
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Program or Service |
Description |
Sub program |
Pricing Method |
Wholesale Price |
Healthy Impact Offerings |
Direct to employer programs for health and wellness |
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Per participant per year admin fee |
$[**] HW $[**] HBP $[**] Tobacco Free |
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Healthy Sleep |
No charge |
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Dermatology |
No charge |
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Prevent Diabetes |
Prevent Diabetes is billed on the AMG professional contract using the respective Diabetes Prevention CPT codes and paid through claim dollars. |
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MSK Coaching and digital PT |
MSK and Pelvic Health PT |
MSK and Pelvic Health PT are priced using three milestones. The milestones may be billed as an admin fee per enrolled participant. (Also,based on client preference, the Milestones may be billed as claims using an agreed upon fee schedule.) Milestone definitions are included in Section 2 herein |
See Section 2 below |
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Pricing may be modified on any program for a particular client as mutually agreed to by both parties.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
2.MSK and Pelvic Health PT Definition of Milestones 1-3
Below are event-based milestones, triggered by a participant’s utilization of the MSK and/or Pelvic Health program. Vendor agrees to bill Elevance Health only for Milestones completed by participants. For the purposes of the MSK and Pelvic Health program, Parties agree that all milestones listed below must be completed within 12 months from the date of completion of Milestone 1. Vendor shall not bill Elevance Health for more than 3 milestones per participant per MSK or Pelvic Health program.
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Milestone |
Wholesale Price per Participant |
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Milestone 1 |
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•Marketing Engagement services |
▪Delivery receipt of the kit |
Milestone 2 |
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•Video coaching assessment session with PT •3 exercise modules with the Digital platform •Unlimited chat-based interactions with PT coach |
▪Participant completes 3 exercises with their Digital platform |
Milestone 3 |
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•6 exercise modules with the Digital platform •Unlimited chat-based interactions with PT coach •Additional exercise modules may be completed by participants at no additional cost to Elevance Health |
▪Participant completes 9 exercises with their Digital platform |
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
EXHIBIT B
AMWELL PRODUCT SCHEDULE CONVERGE
This Supplier Product Schedule (the “Schedule”) incorporates by reference that certain Master Services Agreement, (the “MSA”), by and between American Well Corporation, a Delaware corporation (“Supplier”) and Elevance Health, Inc., an Indiana corporation, f/n/a/ Anthem Inc. (“Company or “Elevance Health” or “Elevance”). This Schedule applies exclusively to the use of products and services licensed pursuant to this Schedule. In the event of any conflict between the terms of this Schedule and the MSA, this Schedule controls.
The parties agree as follows:
i.Definitions and Interpretation.
a.AMG means Supplier’s clinical partner, Online Care Network II PC, d/b/a Amwell Medical Group.
b.Application means a software application which interoperates or exchanges data with the Service and which is identified as an Application in this Schedule or the MSA.
c.Authorized User means a (i) Provider, (ii) Patient, (iii) Guest or (iv) employee of Elevance Health having permission-based access to manage the Service, including viewing and managing user accounts, managing configurations, accessing reports and monitoring utilization.
d.Consultation means a single completed synchronous online or phone consultation for Health Services using the Service between a Patient and one or more Providers or between two or more Providers. For the purpose of this definition, “completed” means the Providers and/or Patient successfully connected to a visit room or call for 20 or more seconds.
e.Support Services Guide means the Hosting Operations Guide located at https://static.americanwell.com/app/uploads/2022/04/Hosting_Operations_Guide_All_Platforms_v1.0.pdf.
f.Documentation means the Converge product description set forth in this Schedule, respectively.
g.Effective Date has the meaning set forth in the SOW.
h.Guest means an individual invited to a Consultation by a Provider or Patient.
i.Health Services means the direct to consumer healthcare and related clinical services offered by Elevance Health’s contracted or employed Providers delivering care under Elevance Health’s brand to or for any Patient.
j.Patient means any person who is a pre-existing patient of a Provider or a direct-to-consumer patient or member seeking a Provider via the Service.
k.Provider means Elevance Health’s contracted or employed healthcare providers delivering Health Services.
l.Service or Services. Means Supplier’s multi-tenant Converge Platform which enables the delivery of Health Services by Providers to Patients.
m.Term means the term set forth in the MSA.
n.Territory means the United States.
ii.Access Grant; Licensed Usage. During the Term and subject to the terms and conditions of the Agreement and this Schedule, Supplier will make the Services available to Elevance Health to allow Providers to deliver Health Services to (or for) Patients within the Territory via the number/type of Programs, Consultations, or Applications purchased by Elevance Health. If Elevance Health’s license is limited by a different metric or metrics, such metric(s) shall also be set forth in the MSA.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
iii.Support Services. In consideration of the Services fees, during the Term, American Well shall provide the support and maintenance services set forth in the Support Services Guide.
iv.Third Party Components. Commencing on the Effective Date, in order to utilize the Services, Elevance Health hereby agrees to the terms located at https://static.americanwell.com/app/uploads/2022/04/Converge-MSA-Flow-Down-Exhibit_LegacyIncluded_v.01.pdf.
v.Exclusions. Intentionally left blank.
vi.Miscellaneous: In the event of a conflict between the terms of this Schedule and the MSA, with respect to the Converge Platform, the documents shall control as follows: (i) this Schedule and (ii) the Agreement.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Attachment to Exhibit B : CONVERGE DOCUMENTATION
Our Technology and Operations
Supplier’s technology platform is designed to provide superior patient and provider experiences, encompassing the complete end-to-end telehealth visit. Our backend architecture also supports security, data exchange, integration with EHRs, other data repositories and third-party devices. Finally, we offer a portfolio of services to our clients to support their telehealth platform.
Overall Platform Design for Converge
User Experience
Converge is designed to be a consistent experience across applications, workflows or access points for both providers and patients. Our platform is fully web responsive, with multiple patient access points, including laptops, desktops, phones, and tablets. The experience does not require an app download and can seamlessly be embedded into your own web-based or native mobile digital experience minimizing client-side interdependencies and upkeep.
The experience provides flexibility and configurability to adapt to a client’s own clinical services and workflows, and a robust engine to load-balance provider pools. The experience has multiple layers of configuration and has been built in a modular fashion to support swapping key workflow components with a client’s preferred solution. Telehealth workflows, once configured, can be seamlessly deployed to multiple member entry points when embedded into other portals, the experience can adapt to the look and feel of that digital property. The entire user experience is fully brandable, letting providers and patients know they are meeting under the trusted brand of your healthcare organization.
Patients can join a visit by clicking on an email or text message, no registration or download required. A pre-visit tech check validates that the patient is ready for the visit.
The in-visit experience includes participant chat and screen sharing (on a desktop device only), with a choice to share the entire screen, a specific application, or a specific browser window. Converge creates a unique video room for each encounter, enabling multiple participants (providers, clinical staff, interpreters, etc.) to come and go from the video room while the patient remains connected. The visit provides flexibility to invite other participants and provides transparency when these users join.
Security and Reliability
Converge has been designed to be secure and scalable and uses the latest proven approaches to reinforce this security including automated testing and security scans vetted by our QA and cybersecurity teams. We also have a full, evidence-grade digital forensics system which provides real-time analysis using multiple cloud forensic tools to our cybersecurity team. Supplier uses Auth0 with OAuth 2.0 single sign-on webRTC for in-browser video and Google’s Healthcare API for secure and standardized data storage, and intelligent patient queuing for visits driven by machine learning. These security capabilities help prevent or limit the impact of cyberattacks.
Scalability and Innovation
Converge allows providers to expand their use of telehealth, taking advantage of highly scalable managed services from best-in-class technology partners. A serverless, multi-cloud, microservices architecture lets Supplier adapt to the scale of processing power needed to address visit volumes. Clients can implement a unique experience for
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
patients and providers and embed workflows from their own branded web and mobile solutions using Supplier’s low code tools.
Interoperability
Converge is built on FHIR (“Fast Healthcare Interoperability Resources”). Being FHIR native allows Supplier to be interoperable with the healthcare ecosystem and creates an open platform for third-party developers.
App Framework
We have opened Converge to partners and customers to build on and expand its abilities. Converge integrates applications created by outside developers, whether to serve their own organizations or offer innovations to our large ecosystem. Supplier built Converge from the ground up using native FHIR standards, with an ‘API-first’ methodology that unlocks open collaboration. The FHIR APIs at the core can invoke and give context to an external service, which can then be loaded inside the telehealth experience, right in the field of view between the patient and the clinician. Supplier provides a developer portal as well as all the documentation and testing tools to support innovation.
Technology Back-end Architecture
Secure, Scalable, Hosted Environment
We host the Supplier Platform in redundant data centers designed with high levels of availability, redundant subsystems, and compartmentalized security zones.
Supplier utilizes a multi-tiered security architecture. All data is encrypted both in motion and at rest using the latest encryption technologies. Our C3 data control center constantly monitors for vulnerabilities and intrusions, including using third-party penetration testing.
Reporting and Analytics
Supplier provides a range of standard administrative, utilization and clinical reports, allowing clients to analyze key metrics and assess the value of the digital care platform. More advanced analytics, including the ability to configure custom reports to support the business, are user-accessible via our data exploration and discovery business intelligence tool for an additional fee.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
EXHIBIT C
Scope (Innovation/Professional Services): Ongoing Services for LiveHealth Online
Elevance Health Inc. (“COMPANY”) and American Well Corporation (“American Well”) have entered into an Vendor Agreement (“Master Agreement”) dated as of January 1, 2023,. Except in the event of any conflict with the terms of this Scope, the terms and conditions of the Master Agreement are incorporated herein by reference and shall govern the performance of the parties’ duties under this SOW.
Following are the ongoing services covered in this SOW and paid for via the annual Project Fee (as set forth in Exhibit A hereto):
•Deliver mutually agreed upon telehealth website hosting, support, technical and program oversight services for visits, customer service, Elevance Health member engagement programs, employer specific engagement programs, client reporting, Account Management and SME support for Elevance Health sales and national account teams, government relations advocacy support, web, social and mobile app innovation, continued program development support including medical and behavioral health visits.
•Mutually agreed upon development work to maintain and update www.livehealthonline.com assets, white labeling efforts, and to modernize connections as needed between the American Well platform and other third parties, which may include the Availity clearinghouse services, Sydney Health, the LHO CRM and other functionality which is part of the ongoing innovation to support Elevance Health program offerings.
•Work with Elevance Health to develop and offer innovative programs which bring additional value and can be sold to employers
•Develop, innovate, and pilot with devices such as remote patient monitoring and other healthcare tools integrated with the LiveHealth Online telehealth to deliver a more complete virtual care experience.
•Work with Elevance Health’s Digital, CSBD, DBG, and GBD leadership to find innovative ways to improve access to care, make care more affordable and improve consumer engagement to make Elevance’s healthcare programs more effective and impactful.
•Execute an annual mutually agreed upon strategy to drive engagement among Elevance Health members, working with Elevance Health and its ASO employers. This engagement campaign includes specific repeatable tactics which can be used with each large employer, Elevance Health wide member communication support, social media campaigns and other engagement tactics as described in an annual engagement plan.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
Exhibit 10. 3
ANTHEM BLUE CROSS PROVIDER AGREEMENT
WITH
Online Care Group, P.C.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
1
ANTHEM BLUE CROSS PROVIDER AGREEMENT
This Provider Agreement (hereinafter "Agreement") is made and entered into by and between Blue Cross of California doing business as Anthem Blue Cross (hereinafter "Anthem") and Online Care Group, P.C. (hereinafter "Provider"), effective as of the date set forth immediately above Anthem's signature (the "Effective Date"). In consideration of the mutual promises and covenants herein contained, the sufficiency of which is acknowledged by the parties, the parties agree as follows:
ARTICLE I DEFINITIONS
"Affiliate" means any entity that is: (i) owned or controlled, either directly or through a parent or subsidiary entity, by Anthem, or is under common control with Anthem, and (ii) that is identified as an Affiliate on Anthem's designated web site as referenced in the provider manual(s). Unless otherwise set forth in this Agreement, an Affiliate may access the rates, terms and conditions of this Agreement.
"Agency" means a federal, state or local agency, administration, board or other governing body with jurisdiction over the governance or administration of a Health Benefit Plan.
"Anthem Workers' Compensation Network" means an Anthem health care delivery network which includes Network/Participating Providers that have expertise in the field of occupational medicine providing treatment to injured workers covered by an insured or permissibly self-insured workers' compensation plan as well as the preparation of documentation of work related injuries in compliance with the State of California's workers' compensation laws and regulations. Participating Providers participate in Anthem's Worker's Compensation Network if such participation is designated (i) on the Provider Networks Attachment pursuant to the terms of section 2.11 of the Agreement, and (ii) a Worker's Compensation Participation Attachment is attached to this Agreement.
"Anthem Rate" means the lesser of one hundred percent (100%) of Eligible Charges for Covered Services, or the total reimbursement amount that Provider and Anthem have agreed upon as set forth in the Plan Compensation Schedule ("PCS"). The Anthem Rate includes applicable Cost Shares, and shall represent payment in full to Provider for Covered Services.
"Audit" means a post-payment review of the Claim(s) and supporting clinical and other information reviewed by Anthem to ensure payment accuracy. The review ensures Claim(s) comply with all terms of this Agreement and pertinent aspects of submission and payment including, but not limited to, contractual terms, Regulatory Requirements, Coded Service Identifiers (as defined in the PCS) guidelines and instructions, Anthem medical policies and clinical utilization management guidelines, reimbursement policies, and generally accepted medical practices. Audit does not include medical record review for quality and risk adjustment initiatives, or activities conducted by Anthem's Special Investigation Unit ("SIU").
"Claim" means either the uniform bill claim form or electronic claim form in the format prescribed by Plan submitted by a provider for payment by a Plan for Health Services rendered to a Member.
"CMS" means the Centers for Medicare & Medicaid Services, an administrative agency within the United States Department of Health & Human Services ("HHS").
"Cost Share" means, with respect to Covered Services, an amount which a Member is required to pay under the terms of the applicable Health Benefit Plan. Such payment may be referred to as an allowance, coinsurance, copayment, deductible, penalty or other Member payment responsibility, and may be a fixed amount or a percentage of applicable payment for Covered Services rendered to the Member.
"Covered Services" means Medically Necessary Health Services, as determined by Plan and described in the applicable Health Benefit Plan, for which a Member is eligible for coverage.
"Government Contract" means the contract between Anthem and an applicable party, such as an Agency, which governs the delivery of Health Services by Anthem to Member(s) pursuant to a Government Program.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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"Government Program" means any federal or state funded program under the Social Security Act, and any other federal, state, county or other municipally funded program or product in which Anthem maintains a
contract to furnish services. For purposes of this Agreement, Government Program does not include the Federal Employees Health Benefits Program ("FEHBP"), or any state or local government employer program.
"Health Benefit Plan" means the document(s) that set forth Covered Services, rules, exclusions, terms and conditions of coverage. Such document(s) may include but are not limited to a Member handbook, a health certificate of coverage, or evidence of coverage.
"Health Service" means those services, supplies or items that a health care provider is licensed, equipped and staffed to provide and which he/she/it customarily provides to or arranges for individuals.
"Medically Necessary" or "Medical Necessity" means the definition as set forth in the applicable Participation Attachment(s).
"Member" means any individual who is eligible, as determined by Plan, to receive Covered Services under a Health Benefit Plan. For all purposes related to this Agreement, including all schedules, attachments, exhibits, provider manual(s), notices and communications related to this Agreement, the term "Member" may be used interchangeably with the terms Insured, Covered Person, Covered Individual, Enrollee, Subscriber, Dependent Spouse/Domestic Partner, Child, Beneficiary or Contract Holder, and the meaning of each is synonymous with any such other.
"Network" means a group of providers that support, through a direct or indirect contractual relationship, one or more product(s) and/or program(s) in which Members are enrolled. "Managed Care Network" means the Network of health care providers that have entered into contracts with Anthem and/or one or more of its Affiliates pursuant to which those providers have agreed to participate in the Anthem programs that are to be provided pursuant to the Health Benefit Plan.
"Other Payors" means persons or entities, pursuant to an agreement with Anthem or an Affiliate, that access the rates, terms or conditions of this Agreement with respect to certain Network(s), excluding Government Programs unless otherwise set forth in any Participation Attachment(s) for Government Programs. Other Payors include, without limitation, other Blue Cross and/or Blue Shield Plans that are not Affiliates, and employers or insurers providing Health Benefit Plans pursuant to partially or wholly insured, self-administered or self-insured programs.
"Participating Provider" means a person or entity, or an employee or subcontractor of such person or entity, that is party to an agreement to provide Covered Services to Members that has met all applicable Plan credentialing requirements or standards of participation for the services the Participating Provider provides, and that is designated by Plan to participate in one or more Network(s). When Provider has been designated by Plan to participate in a narrow network, Participating Provider shall mean those providers that participate in that narrow network.
"Participation Attachment(s)" means the document(s) attached hereto and incorporated herein by reference, and which identifies the additional duties and/or obligations related to Network(s), Government Program(s), Health Benefit Plan(s), and/or Plan programs such as quality and/or incentive programs.
"Plan" means Anthem, an Affiliate, and/or an Other Payor. For purposes of this Agreement, when the term "Plan" applies to an entity other than Anthem, "Plan" shall be construed to only mean such entity (i.e., the financially responsible Affiliate or Other Payor under the Member's Health Benefit Plan).
"Plan Compensation Schedule" ("PCS") means the document(s) attached hereto and incorporated herein by reference, and which sets forth the Anthem Rate(s) and compensation related terms for the Network(s) in which Provider participates. The PCS may include additional Provider obligations and specific Anthem compensation related terms and requirements.
"Regulatory Requirements" means any requirements, as amended from time to time, imposed by applicable federal, state or local laws, rules, regulations, guidelines, instructions, Government Contract, or otherwise imposed by an Agency or government regulator in connection with the procurement, development or operation of a Health Benefit Plan, or the performance required by either party under this Agreement. The omission from this Agreement of an express reference to a Regulatory Requirement applicable to either party in connection with their duties and responsibilities shall in no way limit such party's obligation to comply with such Regulatory Requirement.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE II
SERVICES/OBLIGATIONS
2.1Member Identification. Anthem shall ensure that Plan provides a means of identifying Member either by issuing a paper, plastic, electronic, or other identification document to Member or by a telephonic, paper or electronic communication to Provider. This identification need not include all information necessary to determine Member's eligibility at the time a Health Service is rendered, but shall include information necessary to contact Plan to determine Member's participation in the applicable Health Benefit Plan. Provider acknowledges and agrees that possession of such identification document or ability to access eligibility information telephonically or electronically, in and of itself, does not qualify the holder thereof as a Member, nor does the lack thereof mean that the person is not a Member.
2.2Provider Non-discrimination. Provider shall provide Health Services to Members in a manner similar to and within the same time availability in which Provider provides Health Services to any other individual. Provider will not differentiate, or discriminate against any Member as a result of his/her enrollment in a Health Benefit Plan, or because of race, color, creed, national origin, ancestry, religion, sex, marital status, age, disability, payment source, state of health, need for Health Services, status as a litigant, status as a Medicare or Medicaid beneficiary, sexual orientation, gender identity, or any other basis prohibited by law. Provider shall not be required to provide any type, or kind of Health Service to Members that he/she/it does not customarily provide to others. Additional requirements may be set forth in the applicable Participation Attachment(s).
2.3Publication and Use of Provider Information. Provider agrees that Anthem, Plans or their designees may use, publish, disclose, and display, for commercially reasonable general business purposes, either directly or through a third party, information related to Provider, including but not limited to demographic information, information regarding credentialing, affiliations, performance data, Anthem Rates, and information related to Provider for transparency initiatives.
2.4Use of Symbols and Marks. Neither party to this Agreement shall publish, copy, reproduce, or use in any way the other party's symbols, service mark(s) or trademark(s) without the prior written consent of such other party. Notwithstanding the foregoing, the parties agree that they may identify Provider as a participant in the Network(s) in which he/she/it participates.
2.5Submission and Adjudication of Claims. Provider shall submit, and Plan shall adjudicate, Claims in accordance with the applicable Participation Attachment(s), the PCS, the provider manual(s) and Regulatory Requirements. If Provider submits Claims prior to receiving notice of Anthem's approval pursuant to section 2.13, then such Claims shall be processed as out of network and Plan may not make retroactive adjustments with respect to such Claims.
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Anthem Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Anthem Rate less Cost Shares or payment by another source, as set forth above. In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Anthem or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Anthem or an Affiliate. Consistent with the foregoing, Provider agrees to accept the Anthem Rate as payment in full if the Member has not yet satisfied his/her deductible.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit , seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
2.6.2.1Cost Shares, if applicable;
2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, or experimental/investigational;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
c)The waiver notifies the Member of the approximate cost of the Health Service;
d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her utilization management program pursuant to his her/her Health Benefit Plan, except when Provider has been designated by Anthem to comply with utilization management for the Health Services provided by Provider to the Member.
2.7Recoupment/Offset/Adjustment for Overpayments. Anthem shall be entitled to offset and recoup an amount equal to any overpayments or improper payments made by Anthem to Provider against any payments due and payable by Anthem to Provider with respect to any Health Benefit Plan under this Agreement. Provider shall voluntarily refund all duplicate or erroneous Claim payments regardless of the cause, including, but not limited to, payments for Claims where the Claim was miscoded, non-compliant with industry standards, or otherwise billed in error, whether or not the billing error was fraudulent, abusive or wasteful. Upon determination by Anthem that any recoupment, improper payment, or overpayment is due from Provider, Provider must refund the amount to Anthem within thirty (30) days of when Anthem notifies Provider. If such reimbursement is not received by Anthem within the thirty (30) days following the date of such notice, Anthem shall be entitled to offset such overpayment against any Claims payments due and payable by Anthem to Provider under any Health Benefit Plan in accordance with Regulatory Requirements. In such event, Provider agrees that all future Claim payments applied to satisfy Provider's repayment obligation shall be deemed to have been paid in full for all purposes, including section 2.6.1. Should Provider disagree with any determination by Plan that Provider has received an overpayment, Provider shall have the right to appeal such determination under Anthem's procedures set forth in the provider manual, and such appeal shall not suspend Anthem's right to recoup the overpayment amount during the appeal process, unless suspension of the right to recoup is otherwise required by Regulatory Requirements. Anthem reserves the right to employ a third party collection agency in the event of non-payment.
2.8Use of Subcontractors. Provider and Plan may fulfill some of their duties under this Agreement through subcontractors or delegates. For purposes of this provision, subcontractors and delegates shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Provider or to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Anthem's provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates, including but not limited to, credentialing, utilization management, access and availability standards, quality improvement, grievances, peer review, coordination of benefits, third party liability and care management programs. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of material modifications thereto.
2.10Referral Incentives/Kickbacks and Disclosure of Ownership. Provider represents and warrants that Provider does not give, provide, condone or receive any incentives or kickbacks, monetary or otherwise, in exchange for the referral of a Member, and if a Claim for payment is attributable to an instance in which Provider provided or received an incentive or kickback in exchange for the referral, such Claim shall not be payable and, if paid in error, shall be refunded to Anthem.
Provider agrees to disclose to Anthem any interest, affiliation, or control by Provider or Provider's immediate family member of any other provider of medical, health, or administrative services to which Provider refers patients (including but not limited to pathology, radiology, imaging, and surgery centers), upon request.
2.11Networks and Provider Panels. Provider shall be eligible to participate only in those Networks designated on the Provider Networks Attachment of this Agreement. Provider shall not be recognized as a Participating Provider in such Networks until the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements. Provider acknowledges that Plan may develop, discontinue, or modify new or existing Networks, products and/or programs. In addition to those Networks designated on the Provider Networks Attachment, Anthem may also identify Provider as a Participating Provider in additional Networks, products and/or programs designated in writing from time to time by Anthem. The terms and conditions of Provider's participation as a Participating Provider in such additional Networks, products and/or programs shall be on the terms and conditions as set forth in this Agreement unless otherwise agreed to in writing by Provider and Anthem. Anthem may designate only certain Provider locations and tax identification numbers in Network(s) that Provider has been designated to participate.
In addition to and separate from Networks that support some or all of Plan's products and/or programs (e.g., HMO, PPO and Indemnity products), Provider further acknowledges that certain Health Services, including by way of example only, laboratory or behavioral health services, may be provided exclusively by designated Participating Providers (a "Health Services Designated Network"), as determined by Plan. Provider agrees to refer Members to such designated Participating Providers in a Health Services Designated Network for the provision of certain Health Services, even if Provider performs such services. Notwithstanding any other provision in this Agreement, if Provider provides a Health Service to a Member for which Provider is not a designated Participating Provider in a Health Services Designated Network, then Provider agrees that he/she/it shall not be reimbursed for such services by Anthem, Plan or the Member, unless Provider was authorized to provide such Health Service by Plan.
2.12Change in Provider Information. Provider shall immediately send written notice, in accordance with the Notice section of this Agreement, to Anthem of:
2.12.1Any legal, governmental, or other action or investigation involving Provider which could affect Provider's credentialing status with Plan, or materially impair the ability of Provider to carry out his/her/its duties and obligations under this Agreement, except for temporary emergency diversion situations; or
2.12.2Any change in Provider accreditation, affiliation, (including without limitation, any reduction, suspension, or termination of such privileges), insurance (including a change in professional liability insurance premiums as a result of malpractice suits), licensure, certification or eligibility status, or other relevant information regarding Provider's practice or status in the medical community.
2.13Provider Credentialing and Privileges. Provider warrants that he/she/it meets all applicable Plan credentialing requirements, standards of participation, and accreditation requirements for the Networks in which Provider participates. A description of the applicable credentialing requirements, standards of participation, and
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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accreditation requirements are set forth in the provider manual(s). Provider acknowledges that until such time as Provider has been determined to have fully met Plan's credentialing requirements, standards of participation, and accreditation requirements, as applicable, Provider shall not be entitled to the benefits of participation under this Agreement, including without limitation the Anthem Rates set forth in the PCS attached hereto, unless otherwise set forth in a Participation Attachment(s).
In addition, unless Anthem agrees in advance in writing, Provider agrees to maintain hospital privileges with a participating hospital in the applicable Network that are appropriate to Provider's specialty.
2.14Appeals/Adjustment Requests. If Provider believes a Claim has been improperly adjudicated for a Covered Services for which Provider timely submitted a Claim to Plan, Provider must submit a request for an adjustment to Plan in accordance with the applicable Participation Attachment and provider manual(s).
2.15Provision and Supervision of Services. In no way shall Anthem or Plan be construed to be providers of Health Services or responsible for, exercise control, or have direction over the provision of such Health Services. Provider shall be solely responsible to the Member for treatment, medical care, and advice with respect to the provision of Health Services. Provider agrees that all Health Services provided to Members under this Agreement shall be provided by Provider. Provider warrants that any nurses or other health professionals employed by or providing services for Provider shall be duly licensed or certified under applicable law. In addition, nothing herein shall be construed as authorizing or permitting Provider to abandon any Member.
2.16Coordination of Benefits/Subrogation. Provider agrees to cooperate with Plan and any Regulatory Requirements, regarding subrogation and coordination of benefits, as set forth in Policies and the provider manual(s), and to notify Plan promptly after receipt of information regarding any Member who may have a Claim involving subrogation or coordination of benefits.
2.17Cost Effective Care. Provider shall provide Covered Services in the most cost effective, clinically appropriate setting and manner. In addition, in accordance with the provider manual(s) and Policies, Provider shall utilize Participating Providers, and when Medically Necessary or appropriate, refer and transfer Members to Participating Providers for all Covered Services, including but not limited to specialty, laboratory, ancillary and supplemental services.
2.18Marketing and Promotion. Provider shall make reasonable efforts to assist Plans in marketing Health Benefit Plans. To the extent applicable and permitted by the Knox-Keene Act, including Health and Safety Code Section 1395.5, Provider shall ensure that all Providers maintain reasonable Plan signs and Plan health promotion, membership and marketing materials as reasonably requested by Plans, consistent with the signage visibility and marketing support granted to third party payers other than Anthem.
ARTICLE III CONFIDENTIALITY/RECORDS
3.1Proprietary and Confidential Information. Except as otherwise provided herein, all information and material provided by either party in contemplation of or in connection with this Agreement remains proprietary and confidential to the disclosing party. This Agreement, including but not limited to the Anthem Rates, is Anthem's proprietary and confidential information. Neither party shall disclose any information proprietary or confidential to the other, or use such information or material except: (1) as otherwise set forth in this Agreement; (2) as may be required to perform obligations hereunder; (3) as required to deliver Health Services or administer a Health Benefit Plan; (4) to Plan or its designees; (5) upon the express written consent of the parties; or (6) as required by Regulatory Requirements. Notwithstanding the foregoing, either party may disclose such information to its legal advisors, lenders and business advisors, provided that such legal advisors, lenders and business advisors agree to maintain confidentiality of such information. Provider and Anthem shall each have a system in place that meets all applicable Regulatory Requirements to protect all records and all other documents relating to this Agreement which are deemed confidential by law. Any disclosure or transfer of proprietary or confidential information by Provider or Anthem will be in accordance with applicable Regulatory Requirements. Provider shall immediately notify Anthem if Provider is required to disclose any proprietary or confidential information at the request of an Agency or pursuant to any federal or state freedom of information act request.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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3.2Confidentiality of Member Information. Both parties agree to comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and as both may be amended, as well as any other applicable Regulatory Requirements regarding confidentiality, use, disclosure, security and access of the Member's personally identifiable information ("PII") and protected health information ("PHI"), (collectively "Member Information"). Provider shall review all Member Information received from Anthem to ensure no misrouted Member Information is included. Misrouted Member Information includes but is not limited to, information about a Member that Provider is not currently treating. Provider shall immediately destroy any misrouted Member Information or safeguard the Member Information for as long as it is retained. In no event shall Provider be permitted to misuse or re- disclose misrouted Member Information. If Provider cannot destroy or safeguard misrouted Member Information, Provider must contact Anthem to report receipt of misrouted Member Information.
3.3Network Provider/Patient Discussions. Notwithstanding any other provision in this Agreement and regardless of any benefit or coverage exclusions or limitations associated with a Health Benefit Plan, Provider shall not be prohibited from discussing fully with a Member any issues related to the Member's health including recommended treatments, treatment alternatives, treatment risks and the consequences of any benefit coverage or payment decisions made by Plan or any other party. In addition, nothing in this Agreement shall
be construed to, create any financial incentive for Provider to withhold Covered Services, or prohibit Provider from disclosing to the Member the general methodology by which Provider is compensated under this Agreement, such as for example, whether Provider is paid on a fee for service, capitation or Percentage Rate basis. Plan shall not refuse to allow or to continue the participation of any otherwise eligible provider, or refuse to compensate Provider in connection with services rendered, solely because Provider has in good faith communicated with one or more of his/her/its current, former or prospective patients regarding the provisions, terms or requirements of a Health Benefit Plan as they relate to the health needs of such patient. Nothing in this section shall be construed to permit Provider to disclose Anthem Rates or specific terms of the compensation arrangement under this Agreement.
3.4Plan Access to and Requests for Provider Records. Provider and its designees shall comply with all applicable state and federal record keeping and retention requirements, and, as set forth in the provider manual(s) and/or Participation Attachment(s), shall permit Plan or its designees to have, with appropriate working space and without charge, on-site access to and the right to perform an Audit, examine, copy, excerpt and transcribe any books, documents, papers, and records related to Member's medical and billing information within the possession of Provider and inspect Provider's operations, which involve transactions relating to Members and as may be reasonably required by Plan in carrying out its responsibilities and programs including, but not limited to, assessing quality of care, complying with quality initiatives/measures, Medical Necessity, concurrent review, appropriateness of care, accuracy of Claims coding and payment, risk adjustment assessment as described in the provider manual(s), including but not limited to completion of the Encounter Facilitation Form (also called the "SOAP" note), compliance with this Agreement, and for research. In lieu of on-site access, at Plan's request, Provider or its designees shall submit records to Plan, or its designees via photocopy or electronic transmittal, within thirty (30) days, at no charge to Plan from either Provider or its designee. Provider shall make such records available to the state and federal authorities involved in assessing quality of care or investigating Member grievances or complaints in compliance with Regulatory Requirements. Provider acknowledges that failure to submit records to Plan in accordance with this provision and/or the provider manual(s), and/or Participation Attachment(s) may result in a denial of a Claim under review, whether on pre-payment or post-payment review, or a payment retraction on a paid Claim, and Provider is prohibited from balance billing the Member in any of the foregoing circumstances.
3.5Transfer of Medical Records. Following a request, Provider shall transfer a Member's medical records in a timely manner, or within such other time period required under applicable Regulatory Requirements, to other health care providers treating a Member at no cost to Anthem, Plan, the Member, or other treating health care providers.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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3.6Clinical Data Sharing. Anthem and Provider desire to collaborate by sharing data, including Member Information, to enhance certain health care operations activities, primarily to help improve quality and efficiency of health care. Each party's access to better clinical and administrative data is critical to the mutual goal of Anthem and Provider improving health care quality as it relates to their respective Members and patients. Therefore and upon request, Provider agrees to provide data to Anthem for treatment purposes, for payment purposes, for health care operations purposes consistent with those enumerated in the first two paragraphs of the health care operations definition in HIPAA (45 CFR 164.501), or for purposes of health care fraud and abuse detection or compliance. Provider shall provide data as set forth in Policies or the provider manual(s), as applicable.
ARTICLE IV INSURANCE
4.1Anthem Insurance. Anthem shall self-insure or maintain insurance as required under applicable Regulatory Requirements to insure Anthem and its employees, acting within the scope of their duties.
4.2Provider Insurance. Provider shall self-insure or maintain insurance in types and amounts reasonably determined by Provider, or as required under applicable Regulatory Requirements.
ARTICLE V RELATIONSHIP OF THE PARTIES
5.1Relationship of the Parties. For purposes of this Agreement, Anthem and Provider are and will act at all times as independent contractors. Nothing in this Agreement shall be construed, or be deemed to create, a relationship of employer or employee or principal and agent, partnership, joint venture, or any relationship other than that of independent entities contracting with each other for the purposes of effectuating this Agreement.
5.2Provider Representations and Warranties. Provider represents and warrants that it is the duly authorized agent of, and has the corporate power and authority to, execute and deliver this Agreement on its own behalf, and as agent for any other individuals or entities that are owned, employed or contracted with or by Provider to provide services under this Agreement. Accordingly, if Provider is a partnership, corporation, or any other entity, other than an individual, all references herein to "Provider" may also mean and refer to each individual within such entity who Provider certifies is contracted or employed by Provider, and who has applied for and been accepted by Plan as a Participating Provider. Provider further certifies that individuals or entities that are owned, employed or contracted with Provider agree to comply with the terms and conditions of this Agreement.
ARTICLE VI
INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1Indemnification. Anthem and Provider shall each indemnify, defend and hold harmless the other party, and his/her/its directors, officers, employees, agents and subsidiaries, from and against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys' fees and costs) arising from third party claims resulting from the indemnifying party's failure to perform his/her/its obligations under this Agreement, and/or the indemnifying party's violation of any law, statute, ordinance, order, standard of care, rule or regulation. The obligation to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, allowing the indemnifying party to control the defense and settlement of such claim, provided however that the indemnifying party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or imposes any restrictions or obligations on an indemnified party without that indemnified party's prior written consent which will not be unreasonably withheld, and cooperating fully with the indemnifying party in connection with such defense and settlement.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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6.2Limitation of Liability. Regardless of whether there is a total and fundamental breach of this Agreement or whether any remedy provided in this Agreement fails of its essential purpose, in no event shall either of the parties hereto be liable for any amounts representing loss of revenues, loss of profits, loss of business, the multiple portion of any multiplied damage award, or incidental, indirect, consequential, special or punitive damages, whether arising in contract, tort (including negligence), or otherwise regardless of whether the parties have been advised of the possibility of such damages, arising in any way out of or relating to this Agreement. Further, in no event shall Plan be liable to Provider for any extracontractual damages relating to any claim or cause of action assigned to Provider by any person or entity.
ARTICLE VII
DISPUTE RESOLUTION AND ARBITRATION
7.1Dispute Resolution. All disputes between Anthem and Provider arising out of or related in any manner to this Agreement shall be resolved using the dispute resolution and arbitration procedures as set forth below. Provider shall exhaust any other applicable provider appeal/provider dispute resolution procedures under this Agreement and any applicable exhaustion requirements imposed by Regulatory Requirements as a condition precedent to Provider's right to pursue the dispute resolution and arbitration procedures as set forth below.
7.1.1In order to invoke the next phase of the dispute resolution procedures in this Agreement after Plan's decision on the provider appeal/adjustment process described in section 2.14 ("Provider Appeal") of this Agreement, Provider shall first shall send to Anthem a written demand letter for a meet and confer ("Meet and Confer") within thirty (30) business days of Plan's written decision on the Provider Appeal that contains a detailed description of the dispute and all relevant underlying facts, a detailed description of the amount(s) in dispute and how they have been calculated and any other information that the Anthem provider manual(s) may require Provider to submit with respect to such dispute. Within forty-five (45) business days following the date on which the receiving party receives the demand letter ("Meet and Confer Deadline"), representatives of each party's choosing shall meet and confer in an effort to resolve the dispute. Requests for Meet and Confers submitted after thirty (30) business days of Plan's written decision on the Provider Appeal will be denied for payment, and Provider will not be permitted to bill Anthem, Plan, or the Member for those services for which payment was denied or allegedly underpaid. Both Provider and Anthem shall be responsible for their own costs and/or attorney's fees for the meet and confer process.
Mediation: If the total amount in dispute as set forth in the demand letter is two hundred thousand dollars ($200,000) or more, exclusive of interest, costs, and attorneys' fees, then within ninety (90) days following the Meet and Confer Deadline, the parties shall engage in non-binding mediation in an effort to resolve the dispute unless both parties agree in writing to waive the mediation requirement. The parties shall mutually agree upon a mediator, and failing to do so, Judicial Arbitration and Mediation Services ("JAMS") shall be authorized to appoint a mediator. Both Provider and Anthem shall be responsible for their own costs and/or attorney's fees and for providing information to, and participating in, the mediation process for the case at issue.
7.2Arbitration. Any dispute within the scope of section 2.14 and subsection 7.1.1 that remains unresolved at the conclusion of the applicable process outlined in subsection 7.1.1 shall be resolved by binding arbitration in the manner as set forth below. Except to the extent as set forth below, the arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, provided, however, that the parties may agree in writing to further modify the JAMS Comprehensive Arbitration Rules and Procedures. The parties agree to be bound by the findings of the arbitrator(s) with respect to such dispute, subject to the right of the parties to appeal such findings as set forth herein. No arbitration demand shall be filed until after the parties have completed the dispute resolution efforts described in section 7.1 above. If the dispute resolution efforts described in section 7.1 cannot be completed within the deadlines specified for such efforts despite the parties' good faith efforts to meet such deadlines, such deadlines may be extended as necessary upon mutual agreement of the parties. Enforcement of this arbitration clause, including the waiver of class actions, shall be determined under the Federal Arbitration Act ("FAA"), including the FAA's preemptive effect on state law. The parties agree that the arbitration shall be conducted on a confidential basis pursuant to Rule 26 of the JAMS Comprehensive Arbitration Rules and Procedures. Subject to any disclosures that may be required or requested under Regulatory Requirements, the parties further agree that they shall maintain the confidential nature of the arbitration, including without limitation, the existence of the arbitration, information exchanged
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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during the arbitration, and the award of the arbitrator(s). Nothing in this provision, however, shall preclude either party from disclosing any such details regarding the arbitration to its accountants, auditors, brokers, insurers, reinsurers or retrocessionaires or in another arbitration between the same parties.
7.2.1Location of Arbitration. The arbitration hearing shall be held in the city and state in which the Anthem office identified in the address block on the signature page of this Agreement is located, except that if there is no address block on the signature page, then the arbitration hearing shall be held in the city and state in which the Anthem entity that is a party to this Agreement has its principal place of business. Notwithstanding the foregoing, both parties can agree in writing to hold the arbitration hearing in some other location.
7.2.2Selection and Replacement of Arbitrator(s). If the total amount in dispute is less than two million dollars ($2,000,000), exclusive of interest, costs, and attorneys' fees, the dispute shall be decided by a single arbitrator selected, and replaced when required, in the manner described in the JAMS Comprehensive Arbitration Rules and Procedures. If the total amount in dispute is two million dollars ($2,000,000) or more, exclusive of interest, costs, and attorneys' fees, the dispute shall be decided by an arbitration panel consisting of three (3) arbitrators, unless the parties agree in writing that the dispute shall be decided by a single arbitrator.
7.2.3Appeal. If the total amount of the arbitration award is five million dollars ($5,000,000) or more, inclusive of interest, costs, and attorneys' fees, or if the arbitrator(s) issues an injunction against a party, the parties shall have the right to appeal the decision of the arbitrator(s) pursuant to the JAMS Optional Arbitration Appeal Procedure. A decision that has been appealed shall not be enforceable while the appeal is pending. In reviewing a decision of the arbitrator(s), the appeal panel shall apply the same standard of review that a United States Court of Appeals would apply in reviewing a similar decision issued by a United States District Court in the jurisdiction in which the arbitration hearing was held.
7.2.4Waiver of Certain Claims. The parties, on behalf of themselves and those that they may now or hereafter represent, each agree to and do hereby waive any right to join or consolidate claims in arbitration by or against other individuals or entities or to pursue, on a class basis, any dispute; provided however, if there is a dispute regarding the applicability or enforcement of the waiver provision in this subsection 7.2.4, that dispute shall be decided by a court of competent jurisdiction. If a court of competent jurisdiction determines that such waiver is unenforceable for any reason with respect to a particular dispute, then the parties agree that section 7.2 shall not apply to such dispute and that such dispute shall be decided instead in a court of competent jurisdiction.
7.2.5Limitations on Injunctive Relief. The parties, on behalf of themselves and those that they may now or hereafter represent, each agree that any injunctive relief sought against the other party shall be limited to the alleged conduct of the parties to the arbitration and shall not be sought for the benefit of individuals or entities who are not parties to the arbitration. This includes any individual claim by either party that seeks public injunctive relief. Individual claims for public injunctive relief may only be pursued in a court of competent jurisdiction. If Provider pursues individual claims injunctive relief, then all other individual claims must follow the procedures of 7.1.1. The arbitrator(s) are not authorized to issue injunctive relief for the benefit of an individual or entity who is not a party to the arbitration. The arbitrator shall be limited to issuing injunctive relief related to the alleged conduct of the parties to the arbitration.
7.2.5.1Public Injunctive Relief. If a party to the arbitration seeks public injunctive relief, which is defined herein to mean injunctive relief that is intended to apply to persons other than just those who are parties to the arbitration, only a Court of competent jurisdiction may decide whether such relief may be sought and such relief may only be sought in a Court of competent jurisdiction and not in arbitration. If a party to this Agreement pursues individual claims for public injunctive relief, then all other individual claims not seeking such public injunctive relief and that are otherwise subject to the dispute resolution provisions in this Agreement, shall be arbitrated separately in accordance with the procedures of Article VII. The arbitrator(s) do not have the power and are not authorized to issue injunctive relief for the benefit of the public or for the benefit of any individual or entity who is not a party to the arbitration.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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7.2.5.2Individual, Private Claims for Injunctive Relief. If a party to this Agreement pursues an individual claim(s) for injunctive relief that is not intended to apply to persons other than those who are parties to this Agreement, then the claim for individual injunctive relief, as well as all other claims arising under this Agreement other than those in section 7.2.5.1 must be arbitrated in accordance with the procedures of Article VII. The arbitrator shall be limited to issuing injunctive relief related to the alleged conduct of the parties to and only for the benefit of the parties to the arbitration.
7.3Attorney's Fees and Costs. The fees and costs of the non-binding mediation and arbitration (e.g. fee of the mediator, fee of the independent arbitrator) will be shared equally between the parties. Each party shall be responsible for the payment of its own specific fees and costs (e.g. the party's own attorney's fees, the fees of the party selected arbitrator, etc.) and any costs associated with conducting the non-binding mediation or arbitration that the party chooses to incur (e.g. expert witness fees, depositions, etc.). Notwithstanding this provision, the arbitrator may issue an order in accordance with Federal Rule of Civil Procedure Rule 11.
7.4Period of Limitations. Unless otherwise provided for in this Agreement or a Participation Attachment(s), neither party shall commence any action at law or equity, including but not limited to, an arbitration demand, against the other to recover on any legal or equitable claim arising out of this Agreement ("Action") more than eighteen months (18) after the events which gave rise to such Action; provided, however, this eighteen months (18) limitation shall not apply to Actions by Anthem against Provider related to fraud, waste or abuse which shall be subject to the period of limitations set forth in applicable Regulatory Requirements. In the situation where Provider believes that Anthem underpaid a Claim, the Action arises on the date when Anthem first denies the Claim or first pays the Claim in an amount less than expected by Provider. In the situation where Anthem believes that it overpaid a Claim, the Action arises when Provider first contests in writing Anthem's notice to it that the overpayment was made. The deadline for initiating an Action shall not be tolled by the appeal process, provider dispute resolution process or any other administrative process. To the extent an Action is timely commenced, it will be administered in accordance with Article VII of this Agreement.
ARTICLE VIII
TERM AND TERMINATION
8.1Term of Agreement. The initial term of this Agreement shall commence at 12:01 AM on January 1, 2023 (the "Effective Date") and shall continue in effect from January 1, 2023 until December 31, 2025, for a term of 3 (three) years ("Initial Term"), automatically renewing for consecutive one (1) year terms (each, a renewal term) unless otherwise terminated as provided herein.
8.2Termination Without Cause. At any time, either party may terminate this Agreement without cause with such termination to be effective on or after the expiration date of the Initial Term or any renewal term that may then be existing, by giving at least three hundred and sixty-five (365) days prior written notice of termination to the other party prior to the completion of the Initial Term or renewal term, as applicable. Thus, the effective date of any termination of this Agreement without cause cannot be prior to December 31, 2025, which is the date of expiration of the Initial Term.
8.3Breach of Agreement. Except for circumstances giving rise to the Immediate Termination section, if either party fails to comply with or perform when due any material term or condition of this Agreement or any Participation Attachment(s), the other party shall notify the breaching party of its breach in writing stating the specific nature of the material breach, and the breaching party shall have thirty (30) days to cure the breach. If the breach is not cured to the reasonable satisfaction of the non-breaching party within said thirty (30) day period, the non-breaching party may terminate this Agreement or any Participation Attachment(s) by providing written notice of such termination to the other party. The effective date of such termination shall be no sooner than sixty (60) days after such notice of termination.
8.4Immediate Termination.
8.4.1This Agreement or any Participation Attachment(s) may be terminated immediately by Anthem if:
8.4.1.1Provider commits any act or conduct for which his/her/its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations or to provide Health Services are lost or voluntarily surrendered in whole or in part; or
8.4.1.2Provider commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which Provider submits to Anthem or to a third party; or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.4.1.3Provider files a petition in bankruptcy for liquidation or reorganization by or against Provider, if Provider becomes insolvent, or makes an assignment for the benefit of its creditors without Anthem's written consent, or if a receiver is appointed for Provider or its property; or
8.4.1.4Provider's insurance coverage as required by this Agreement lapses for any reason; or
8.4.1.5Provider fails to maintain compliance with Plan's applicable credentialing requirements, accreditation requirements or standards of participation; or
8.4.1.6Intentionally omitted.
8.4.1.7Intentionally omitted.
8.4.1.8Provider and/or his/her/its employees, contractors, subcontractors, or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program, and in the case of an employee, contractor, subcontractor or agent, Provider fails to remove such individual from responsibility for, or involvement with, the Provider's business operations related to this Agreement, or if Provider has voluntarily withdrawn his/her/its participation in any Government Program as the result of a settlement agreement; or
8.4.1.9Provider is convicted or has been finally adjudicated to have committed a felony or misdemeanor, other than a non-DUI related traffic violation.
8.4.2This Agreement may be terminated immediately by Provider if:
8.4.2.1Anthem commits any act or conduct for which its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations are lost or voluntarily surrendered in whole or in part; or
8.4.2.2Anthem commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which it submits to Provider or to a third party; or
8.4.2.3Anthem files for bankruptcy, or if a receiver is appointed.
8.5Termination of Individual Providers. If Anthem reasonably believes based on an individual provider’s conduct or inaction, or allegations of such conduct or inaction that the well being of patients may be jeopardized, or an individual provider has been abusive to a Member, an Anthem employee or representative, Anthem reserves the right to terminate individual providers from any or all Network(s) under the terms of this Article VIII while continuing the Agreement for one or more providers in a group.
8.6Transactions Prior to Termination. Except as otherwise set forth in this Agreement, termination shall have no effect on the rights and obligations of the parties arising out of any transaction under this Agreement occurring prior to the date of such termination.
8.7Continuation of Care Upon Termination. If this Agreement or any Participation Attachment terminates for any reasons other than one of the grounds set forth in the "Immediate Termination" section, then Provider shall, at Anthem's discretion, and/or in accordance with Regulatory Requirements, continue to provide Covered Services to all designated Members under this Agreement or any terminating Participation Attachment, as applicable. During such continuation period, Provider agrees to: (i) accept reimbursement from Anthem for all Covered Services furnished hereunder in accordance with this Agreement and at the rates set forth in the PCS attached hereto; and (ii) adhere to Anthem's Policies, including but not limited to, Policies regarding quality assurance requirements, referrals, pre-authorization and treatment planning.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.8Survival. The provisions of this Agreement set forth below shall survive termination or expiration of this Agreement or any Participation Attachment(s):
8.8.1Publication and Use of Provider Information;
8.8.2Payment in Full and Hold Harmless;
8.8.3Recoupment/Offset/Adjustment for Overpayments;
8.8.4Confidentiality/Records;
8.8.5Indemnification and Limitation of Liability;
8.8.6Dispute Resolution and Arbitration;
8.8.7Continuation of Care Upon Termination; and
8.8.8Any other provisions required in order to comply with Regulatory Requirements.
ARTICLE IX GENERAL PROVISIONS
9.1Amendment. Except as otherwise provided for in this Agreement or the applicable Participation Attachment(s), Anthem retains the right to amend this Agreement and any attachments or addenda (with the exception of the Anthem Rate or any compensation related provisions set forth herein which may only be amended by mutualy written consent) by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or one hundred eighty (180) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
9.2Assignment. This Agreement may not be assigned by Provider without the prior written consent of Anthem. Any assignment by Provider without such prior consent shall be voidable at the sole discretion of Anthem. Anthem may assign this Agreement in whole or in part. In the event of a partial assignment of this Agreement by Anthem, the obligations of the Provider shall be performed for Anthem with respect to the part retained and shall be performed for Anthem's assignee with respect to the part assigned, and such assignee is solely responsible to perform all obligations of Anthem with respect to the part assigned. The rights and obligations of the parties hereunder shall inure to the benefit of, and shall be binding upon, any permitted successors and assigns of the parties hereto.
9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered at the Provider's location(s) on file with Anthem. Anthem may, if in Anthem's judgment the circumstances require such, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider sells all or substantially all of his/her/its assets; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.3.1.3Provider acquires or controls any other medical practice or entity or is in any manner otherwise acquired or controlled by any other party, whether by purchase, merger, consolidation, alliance, joint venture, partnership, association or expansion; or
9.3.1.4Provider otherwise changes his/her/its business or operations, or business or corporate form or status; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall use best efforts to provide Anthem with thirty (30) days prior written notice of:
9.3.3.1A change in providers who are part of the group, if applicable. Any new providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in tax identification number, locations, mailing address or similar demographic information.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
9.4Definitions. Unless otherwise specifically noted, the definitions as set forth in Article I of this Agreement will have the same meaning when used in any attachment, the provider manual(s) and Policies.
9.5Entire Agreement. This Agreement, exhibits, attachments and amendments hereto, together with any items incorporated herein by reference, constitute the entire understanding between the parties and supersedes all prior oral or written agreements between them with respect to the matters provided for herein. If there is an inconsistency between any of the provisions of this Agreement and the provider manual(s), then this Agreement shall govern. In addition, if there is an inconsistency between the terms of this Agreement and the terms provided in any attachment to this Agreement, then the terms provided in that attachment shall govern.
9.6Force Majeure. Neither party shall be deemed to be in violation of this Agreement if such party is prevented from performing any of his/her/its obligations hereunder due to natural or man-made disasters, including fire, flood, earthquake, terrorism, or any similar unforeseeable act beyond its reasonable control, acts of any public
enemy, statutory or other laws, regulations, rules, orders, or actions of the federal, state, or local government or any agency thereof.
9.7Compliance with Regulatory Requirements. Anthem and Provider agree to comply with all applicable Regulatory Requirements, as amended from time to time, relating to their obligations under this Agreement, and maintain in effect all permits, licenses and governmental and board authorizations and approvals as necessary for business operations and an effective corporate compliance program. Provider warrants that as of the Effective Date, he/she/it is and shall remain licensed and certified for the term of this Agreement in accordance with all Regulatory Requirements (including those applicable to utilization review and Claims payment) relating to the provision of Health Services to Members. Provider shall supply evidence of such licensure, compliance and certifications to Anthem upon request. If there is a conflict between this section and any other provision in this Agreement, then this section shall control.
9.7.1In addition to the foregoing, Provider warrants and represents that at the time of entering into this Agreement, neither he/she/it nor any of his/her/its employees, contractors, subcontractors, principals or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program ("Ineligible Person"). Provider shall remain continuously responsible for
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ensuring that his/her/its employees, contractors, subcontractors, principals or agents are not Ineligible Persons. If Provider or any employees, subcontractors, principals or agents thereof becomes an Ineligible Person after entering into this Agreement or otherwise fails to disclose his/her/its Ineligible Person status, Provider shall have an obligation to (1) immediately notify Anthem of such Ineligible Person status and (2) within ten (10) days of such notice, remove such individual from responsibility for, or involvement with, Provider's business operations related to this Agreement.
9.8Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state where Anthem has its primary place of business, unless such state laws are otherwise preempted by federal law. However, coverage issues specific to a Health Benefit Plan are governed by the state laws where the Health Benefit Plan is issued, unless such state laws are otherwise preempted by federal law.
9.9Intent of the Parties. It is the intent of the parties that this Agreement is to be effective only in regards to their rights and obligations with respect to each other; it is expressly not the intent of the parties to create any independent rights in any third party or to make any third party a third party beneficiary of this Agreement, except to the extent specified in the Payment in Full and Hold Harmless section of this Agreement, or in a Participation Attachment(s).
9.10Non-Exclusive Participation. None of the provisions of this Agreement shall prevent Provider or Plan from participating in or contracting with any provider, preferred provider organization, health maintenance organization/health insuring corporation, or any other health delivery or insurance program. Provider acknowledges that Plan does not warrant or guarantee that Provider will be utilized by any particular number of Members.
9.11Notice. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be delivered by hand, facsimile, electronic mail, or mail. Notice shall be deemed to be effective: (a) when delivered by hand, (b) upon transmittal when transmitted by facsimile transmission or by electronic mail, (c) upon receipt by registered or certified mail, postage prepaid, (d) on the next business day if transmitted by national overnight courier, or (e) if sent by regular mail, five (5) days from the date set forth on the correspondence. Unless specified otherwise in writing by a party, Anthem shall send Provider notice to an address that Anthem has on file for Provider, and Provider shall send Anthem notice to Anthem's address as set forth on the signature page. Notwithstanding the foregoing, and unless otherwise required by Regulatory Requirements, Anthem may post updates to its provider manual(s) and Policies on its web site.
9.12Severability. In case any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the remaining provisions shall be construed liberally in order to effectuate the purposes hereof, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If one or more provisions of the Agreement are invalid, illegal or unenforceable and an amendment to the Agreement is necessary to maintain its integrity, the parties shall make commercially reasonable efforts to negotiate an amendment to this Agreement and any attachments or addenda to this Agreement which could reasonably be construed not to contravene such statute, regulation, or interpretation. In addition, if such invalid, unenforceable or materially affected provision(s) may be severed from this Agreement and/or attachments or addenda to this Agreement without materially affecting the parties' intent when this Agreement was executed, then such provision(s) shall be severed rather than terminating the Agreement or any attachments or addenda to this Agreement.
9.13Waiver. Neither the waiver by either of the parties of a breach of any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasion, to enforce any of the provisions of this Agreement, shall thereafter be construed as a waiver of any subsequent breach of any of the provisions of this Agreement.
9.14Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.
9.15Counterparts and Electronic Signatures.
9.15.1This Agreement and any amendment hereto may be executed in two (2) or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.15.2Either party may execute this Agreement or any amendments by valid electronic signature, and such signature shall have the same legal effect of a signed original.
9.16Inconsistencies. In the event of an inconsistency between terms of this Agreement and the terms and conditions as set forth in any Participation Attachment, the terms and conditions of the applicable Participation Attachment shall govern.
9.17Provider Cooperation with AB 457 (2021) and Regulator Guidance. "Provider acknowledges the existence of the California law commonly known as AB 457 (2021) and any related guidance issued by the applicable regulator, which deals with telehealth matters, including specifically that an enrollee receiving services via telehealth receive the following benefits:
(a)notify the enrollee of their right to access their medical records,
(b)share the records of any telehealth services provided with the enrollee's PCP,
(c)) ensure such records are shared with the enrollee's PCP unless the enrollee objects, and
(d)notify the enrollee that all services received through the third- party corporate telehealth provider are available at in-network cost-sharing and all cost- sharing shall accrue to the out-of-pocket maximum and deductible (if any).
Provider agrees to cooperate with Anthem to satisfy the requirements of AB 457 and any related guidance issued by the applicable regulator, including providing the information required for Anthem to meet any required reporting obligations.
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ARTICLE X BCBSA REQUIREMENTS
10.1Blue Cross Blue Shield Association (BCBSA). Provider hereby expressly acknowledges his/her/its understanding that this Agreement constitutes a contract between Provider and Anthem, that Anthem is an independent corporation operating under a license from the Blue Cross and Blue Shield Association ("BCBSA"), an association of independent Blue Cross and/or Blue Shield Plans, permitting Anthem to use the Blue Cross and/or Blue Shield service marks in the state (or portion of the state) where Anthem is located, and that Anthem is not contracting as the agent of the BCBSA. Provider further acknowledges and agrees that he/she/it has not entered into this Agreement based upon representations by any person other than Anthem, and that no person, entity or organization other than Anthem shall be held accountable or liable to Provider for any of Anthem's obligations to Provider created under this Agreement. Provider has no license to use the Blue Cross and/or Blue Shield names, symbols, or derivative marks (the "Brands") and nothing in the Agreement shall be deemed to grant a license to Provider to use the Brands. Any references to the Brands made by Provider in his/her/its own materials are subject to review and approval by Anthem. This section shall not create any additional obligations whatsoever on the part of Plan other than those obligations created under other provisions of this Agreement.
10.2Blue Cross Blue Shield Out of Area Program. Provider agrees to provide Covered Services to any person who is covered under another BCBSA out of area or reciprocal program, and to submit Claims for payment in accordance with current BCBSA Claims filing guidelines. Provider agrees to accept payment by Plan at the Anthem Rate for the equivalent Network as payment in full except Provider may bill, collect and accept compensation for Cost Shares. The provisions of this Agreement shall apply to Eligible Charges as defined in the PCS for Covered Services under the out of area or reciprocal programs. Provider further agrees to comply with other similar programs of the BCBSA. For Members who are enrolled under BCBSA out of area or reciprocal programs, Provider shall comply with the applicable Plan's utilization management policies.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Each party warrants that it has full power and authority to enter into this Agreement and the person signing this Agreement on behalf of either party warrants that he/she has been duly authorized and empowered to enter into this Agreement.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES
Provider shall be designated as a Participating Provider in the Networks set forth on the Provider Network Attachment on the later of: (1) the Effective Date of this Agreement or; (2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements.
PROVIDER LEGAL NAME: Online Care Group, P.C.
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/s/ Bradford Gay |
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November 28, 2022 |
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Signature, Authorized representative of Provider(s) |
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Bradford Gay |
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Vice President |
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75 State Street, 26th Floor |
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Boston, MA 02109 |
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(Note: if any of the following is not applicable, please leave blank) |
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Blue Cross of California doing business as Anthem Blue Cross
ANTHEM INTERNAL USE ONLY
THE EFFECTIVE DATE OF THIS AGREEMENT IS: January 1, 2023
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/s/ Thomas Golias |
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11/21/22 |
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Tom Golias, VP, Enterprise National Contracting |
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the Networks set forth on the Provider Network Attachment on the later of: (1) the Effective Date of this Agreement or; (2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
Commercial lines of business:
Health Benefit Plans in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status or funding source. Provider participates in Networks which support such Health Benefit Plans including but not limited to the following unless otherwise designated by Anthem as provided in Section 2.11:
•Vivity (Angel Network HMO)
•Anthem Blue Connection EPO
Governmental lines of business:
Health Benefit Plans issued pursuant to an agreement between Plan and Agency in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status. Provider participates in the following Networks which support such Health Benefit Plans:
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE ANTHEM BLUE CROSS
PROVIDER AGREEMENT
This is a Commercial Business Participation Attachment ("Attachment") to the Anthem Blue Cross Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
ARTICLE I DEFINITIONS
The following definitions shall apply to this Attachment. Terms not otherwise defined in this Attachment shall carry the meaning set forth in the Agreement.
"CaliforniaCare Participating Physician" means a physician who provides services through a medical group or an independent physician association (IPA) that has entered into a CaliforniaCare Medical Services Agreement (or other CaliforniaCare participating physician agreement) with Anthem to provide Covered Services to CaliforniaCare plan members.
"Commercial Business" means certain Health Benefit Plans, including individual and employer groups, partially or wholly insured or administered by Plan, under which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers. Commercial Business does not include Government Programs as defined in the Agreement, but does include the FEHBP as well as state and local government employer programs.
"Commercial Business Member" means, for purposes of this Attachment, a Member who is covered under one of Plan's Commercial Business products.
"Commercial Business Covered Services" means, for purposes of this Attachment, only those Covered Services provided under Plan's Commercial Business products.
"Complete Claim" means, unless applicable law otherwise requires, an accurate Claim submitted pursuant to this Agreement, for which all information necessary to process such Claim and make a benefit determination is included.
"Emergency Condition" and "Emergency Services" have the meaning set forth in the Plan Compensation Schedule.
"Medically Necessary" or "Medical Necessity" means the definition set forth in the Health Benefit Plan, unless a different definition is required by Regulatory Requirements.
"Surcharge" means an additional fee which is charged to a Member for a Health Service but which is not approved by the applicable state regulatory authority, and is neither disclosed nor provided for in the Member's Health Benefit Plan.
ARTICLE II SERVICES/OBLIGATIONS
2.1Participation-Networks Supporting Commercial Business. As a participant in one or more Networks supporting Plan's Commercial Business as set forth on the Provider Networks Attachment of the Agreement, Provider will render Commercial Business Covered Services to Commercial Business Members in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Networks supporting Plan's Commercial Business. The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to Commercial Business Members.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.2In Network Referrals and Transfers. Provider agrees to refer, admit or arrange for admission of Members to other Participating Providers in all circumstances except (i) when authorization has been granted in advance by Anthem to refer to a non- Participating Provider, or (ii) when necessary due to an Emergency Condition.
If Provider under any circumstance refers, admits or arranges for admission of Members to non- Participating Providers, and the Health Services were not authorized by Plan or due to non-Emergency Conditions, then Provider shall provide the Member prior written notice of the following information:
(1)The provider is non-participating in the Network of Member's Health Benefit Plan; and
(2)The Member's Health Benefit Plan may, therefore, provide reduced benefits or no benefits; and
(3)The non-Participating Provider shall not be restricted to seeking payment only from Plan; and
(4)The non-Participating Provider may bill the Member for amounts other than Cost Shares and Health Services not covered under the Member's Health Benefit Plan.
A form that may be used to document such notice is in the provider manual
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC"), the National Uniform Billing Committee ("NUBC"), or as otherwise set forth in the PCS.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.4Plan Payment Time Frames. Anthem agrees to adjudicate Complete Claims submitted by Provider at the Anthem Rate provided herein within thirty (30) working days for indemnity or PPO Plan and forty-five (45) working days for HMO from receipt of Claims submitted unless the Claim, or portion thereof, is contested, in which case Provider shall be notified in writing within thirty (30) working days for indemnity or PPO Plan and forty-five (45) working days for HMO. The term "contested" in this section has the same meaning as in the California Health & Safety Code, Section 1371, exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or the extent of Plan's payment liability, if any, because of issues such as coordination of benefits, subrogation or verification of coverage. The timeframes set forth in this section shall not prevent or limit Plan's right (as set forth in section 2.12 of this Attachment), to recover all or any portion of payments made to the Provider when Plan determines that it has for any reason overpaid such Claims.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.5Pass-Through Charges. Provider agrees not to pass through to Plan or the Commercial Business Member any charges which Provider incurs as a result of providing supplies or making referrals to another provider or entity. Examples include, but are not limited to, pass-through charges associated with laboratory services, pathology services, radiology services and durable medical equipment. If Anthem has a direct contract with the subcontractor, the direct contract shall prevail over the Agreement.
2.6Plan and Commercial Business Member Access. Only Plans administering Commercial Business and Commercial Business Members may access the terms and conditions of this Attachment and the Commercial Business rates set forth in the PCS.
2.7Other Payor. Anthem will comply with all requirements of California Health and Safety Code Section 1395.6. The Managed Care Network may be sold, leased, transferred or conveyed to Other Payors, which may include workers' compensation insurers or automobile insurers. Anthem will disclose upon initial signing of this Agreement and within thirty (30) days of receipt of a written request from Provider a summary of all Other Payors currently eligible to pay the negotiated rates under this Agreement as a result of their arrangement with Anthem. Anthem requires such Other Payors to actively encourage their Members to use Participating Providers when obtaining medical care through the use of one or more of the following: reduced Cost Share, premium discounts directly attributable to the use of a Participating Provider, financial penalties directly attributable to the non-use of a Participating Provider, providing Members with the names, addresses and phone numbers of Participating Providers in advance of their selection of a health care provider through the use of provider directories, toll-free telephone numbers and internet web site addresses. In the event Anthem enters into an arrangement with an Other Payor that does not require such active encouragement of the use of the Managed Care Network, Provider shall be allowed to decline to provide services to such Other Payor.
Provider agrees that when the Managed Care Network is utilized by an Affiliate or Other Payor, Provider agrees to provide services to Members of that Affiliate or Other Payor in accordance with the terms of this Agreement. In all events, however, Provider shall look for payment only to the particular Affiliate or Other Payor that covers the particular services for which Provider seeks to be compensated (except for applicable Cost Shares or other obligations of Members). Anthem shall use its best efforts to assure Other Payors compensate Provider in accordance with the terms of this Agreement. In the event any such Other Payor fails to make required payments, Provider may seek payment from the Member (up to the rates specified herein) unless prohibited by applicable law. Section 1379 of the Knox-Keene Act prohibits Provider from seeking such payment from Members for sums owed by a health care service plan. When an Other Payor utilizes the Managed Care Network, Provider shall follow such Other Payor's specified utilization review requirements.
Provider agrees that each arrangement by which Provider performs services for Members that utilize the Managed Care Network shall constitute an independent legal relationship between Provider and that Affiliate or Other Payor. However, Provider is required to timely comply with the dispute resolution process of this Agreement when asserting an underpayment of a Claim for services under this Agreement.
Within thirty (30) days of a request, Anthem will notify Provider of Other Payors which may request Provider's services through this Agreement.
Provider agrees to notify Anthem or the applicable Other Payors or Affiliates, thirty (30) days prior to filing a lien or sending bill(s) to collection. However, Provider is required to timely comply with the dispute resolution process of this Agreement when asserting an underpayment of a Claim for services under this Agreement.
Notwithstanding anything to the contrary herein, if Provider elects to participate in the Worker's Compensation Network (Providers supporting Other Payors consisting of workers' compensation insurers), Provider shall refer to their Worker's Compensation Attachment for the terms and conditions of participation in the Worker's Compensation Network, and the compensation therefor. If Provider does not participate in the Anthem Worker's Compensation Network, Provider agrees to refer Members with a work-related illness or injury, to a Participating Provider in the Anthem Worker's Compensation Network.
2.8Plan Access to and Requests for Provider Records. In addition to the terms and conditions of the Plan Access to and Requests for Provider Records section of the Agreement, Anthem and its designees shall have access at reasonable times upon demand to the books, records, and papers of Provider relating to the services Provider provides to Members, to the cost thereof, and to payments Provider receives from Members or others on their behalf, including billing and assignment. Anthem and/or its designate may review, audit, and duplicate such records. Provider shall maintain such records and provide such information to Anthem and the Director of the California Department of Managed Health Care as may be necessary for Anthem compliance with the
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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requirements of the Knox-Keene Act. Provider shall maintain such records for at least six (6) years, and such obligations shall not be terminated upon a termination of this Agreement, whether by rescission or otherwise.
2.9CaliforniaCare Participating Physician. If Provider is a CaliforniaCare Participating Physician, this Attachment is not intended by the parties to supersede or modify such CaliforniaCare agreement(s), nor is such CaliforniaCare agreement(s) intended to modify or supersede this Attachment.
2.10California Additional Language for Use of Provider Data. In addition to the terms and conditions of the Publication and Use of Provider Data section of the Agreement, to the extent permitted by the requirements of the Knox-Keene Act, including Health and Safety Code Section 1395.5, for the term of this Agreement, Provider agrees to provide, and authorize Anthem and Plans to publish, its name, tax identification number or other provider identification number, and other information reasonably required by an employer, individual or other entity in Plan marketing and informational materials. Anthem agrees that Provider may identify itself as a participant in the Network(s) in which it participates without prior approval from Anthem, provided Provider strictly follows the publishing guidelines for use of Anthem's and Plan's name, Plan symbols, trademarks, or service marks, as set forth in the provider manual(s), and that such participation in the Network is then in effect. Provider's ability to identify its Network participation without Anthem's consent does not include the issuance of press releases. Anthem shall have the right of prior approval of any other use of Anthem's or Plan's symbols, trademarks, or service marks presently existing or later established. Except as provided in this section, each party reserves the right to control the use of its name and all symbols, trademarks, or service marks presently existing or later established. With the exception of limited downloading and copying rights which may be expressly posted by Anthem on its web sites, and which may be amended in Anthem's sole discretion, no rights are granted to Provider to reproduce, store, transmit or modify the content of such web sites in any manner, to link to the home page, to deep link to any content, or frame any portion of the web sites without Anthem's written permission, to the extent permitted under the Knox-Keene Act.
2.11No Surcharges. Provider agrees to accept the Anthem Rate under the terms and condition of the Plan Compensation Schedule, the Agreement and this Attachment, as compensation for Covered Services to Members. Such payment shall be for Covered Services provided on or after the effective date of this Attachment. Provider agrees not to bill, charge or otherwise seek Surcharges, additional payments or compensation from Members for Covered Services. If Anthem receives notice that Provider bills, charges or otherwise seeks and/or receives Surcharges, additional payments or compensation other than those permissible charges as provided herein, Anthem shall take appropriate action, including without limitation, requiring Provider to cease such actions and to promptly refund any amount thus received to the person who paid it.
2.12Adjustments for Incorrect Payments. Plan may recover any amount paid by Plan to Provider, or paid by Plan for amounts owed by Provider under the Agreement and this Attachment determined subsequently by Plan to have been an overpayment, or any amount owed by Provider to Plan for any reason, or any amount paid by Plan for amounts owed by Provider, by: (a) notifying Provider of the overpayment or amount owed and requesting a refund from Provider, in accordance with applicable laws and regulations, and then (b) deducting from and setting off any amount or amounts due and payable from Plan to Provider at any time under this Agreement or any other agreement between Plan and Provider, or for any other reason, an amount or amounts equal to such overpayment to or amount owed by Provider, in accordance with applicable laws and regulations. The provider manual(s) specifies procedures concerning recoveries.
2.13Appeals/Adjustment Requests. If Provider believes a Claim has been improperly adjudicated for a Covered Service, for which Provider timely submitted a Claim to Plan, Provider must submit a request for an appeal or adjustment with Plan no later than (i) three hundred sixty five (365) days from Plan's action that led to the dispute (the date of Plan's payment or explanation of payment on the original Claim), or, (ii) in the case of inaction by Plan, within three hundred sixty five (365) days after the time Plan had for contesting or denying the Claim (within thirty (30) business days after receipt of the Claim for Covered Services by Plan) ("Provider Appeal Deadline"). The form to submit an appeal is in the provider manual. The request must be submitted in accordance with Plan's payment appeal or adjustment process. Requests for appeals or adjustments submitted after this date will be denied for payment, and Provider will not be permitted to bill Anthem, Plan, or the Member for those services for which payment was denied.
2.14Accessibility and Availability for Services. Provider agrees to provide Covered Services consistent with Plan's standards for timely access to care, including but not limited to hours of operation and provision for after-hours care, which must be reasonable, and to assist Plan in monitoring and evaluating accessibility of care. Provider agrees to provide or arrange for the availability of Covered Services twenty four (24) hours a day, seven (7) days a week, if applicable, or at such times as Covered Services are provided by similar providers to assure availability and continuity of care to Members. Provider agrees to arrange for coverage by another Provider, in the event of Provider's illness, vacation or other absence from Provider's practice and, if such covering
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Provider is not a Participating Provider, to use Provider's best efforts to cause such covering Provider to abide by the terms of this Agreement. Provider agrees to cooperate with a Member's primary care physician who is responsible for coordinating the provision of services under the Member's Health Benefit Plan when applicable.
2.15Language Assistance Program. Anthem shall establish and maintain an ongoing language assistance program to ensure limited English proficient ("LEP") Members have appropriate access to language assistance while accessing health care services as required by the Language Assistance Program Regulations. Provider shall cooperate and comply, as applicable, with Anthem's language assistance program, as set forth in Anthem's provider manual; however, Anthem shall maintain ongoing administrative and financial responsibility for implementing and operating on an ongoing basis the language assistance program for Members.
2.16Economic Profiling. Provider agrees to provide Anthem, within seven (7) days of its request, a description of any policies and procedures related to economic profiling utilized by Provider. Provider further agrees to comply with the requirements of the Knox-Keene Act related to economic profiling, including Health and Safety Code Section 1367.02(c).
ARTICLE III TERMINATION
3.1Termination-Commercial Business Attachment and/or Network(s). At any time either party may terminate, without cause, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least one hundred twenty (120) days prior written notice of termination to the other party.
3.2Continuation of Care Upon Termination. For purposes of the Continuation of Care Upon Termination section in the Agreement, Regulatory Requirements for purposes of Members qualifying for continuation of care upon termination of the Agreement or this Attachment means, Members who at the time of termination are receiving services from Provider for one of the following conditions (as defined in Health and Safety Code Section 1373.96): (1) an acute condition; (2) a serious chronic condition; (3) a pregnancy; (4) a terminal illness; (5) care of a newborn child between birth and age thirty-six (36) months; or (6) performance of a surgery or other procedure that has been authorized by Plan (or the relevant delegated medical group/IPA) as part of a documented course of treatment and has been recommended and documented by Provider to occur within one hundred eighty (180) days of the termination date of this Attachment. For cases involving an acute condition, a terminal illness or a pregnancy, such services will continue through the duration of the acute condition, the terminal illness or the pregnancy, respectively. For cases involving a serious chronic condition, such services will continue until the course of treatment has been completed and arrangements have been made for a safe transfer to another participating Provider as determined by Plan in consultation with Provider, consistent with good professional practice, such period not to exceed twelve (12) months from the termination of this Attachment. For cases involving care of a newborn child, as specified above, such services will continue for a period not to exceed twelve (12) months from the termination of this Attachment.
3.3Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.3.1 Any provisions required in order to comply with Regulatory Requirements.
3.4Effect of Termination. Following termination of this Attachment, the remainder of the Agreement shall continue in full force and effect, if applicable. In addition, upon termination of this Attachment but subject to the Continuation of Care provision(s) and applicable Regulatory Requirements, any references to services, reimbursement, or participation in Networks related to Commercial Business are hereby terminated in full and shall have no further force and effect.
ARTICLE IV GENERAL PROVISIONS
4.1Amendment. Notwithstanding any other provision herein to the contrary, including the paragraph above, Anthem agrees to give Provider at least ninety (90) calendar days prior notice of the effective date of any change by Anthem to a material term of this Attachment, including any amendments to the Agreement
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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applicable to this Attachment (except for any change necessary to comply with state or federal law or regulations or any accreditation requirements of a private sector accreditation organization and a shorter timeframe is required for compliance). If Provider desires to negotiate the change (except for any change necessary to comply with state or federal law or regulations or any accreditation requirements of a private sector accreditation organization), Provider shall notify Anthem no later than thirty (30) days after receipt of Anthem's notice. If the parties are unable to agree to such change or if Provider elects not to engage in any negotiations (and the change is not necessary to comply with state or federal law or regulations nor any accreditation requirements of a private sector accreditation organization), Provider may terminate this Attachment, notwithstanding the provisions of Article VI of this Attachment, by providing Anthem, no later than forty-five (45) business days after receipt of Anthem's notice of the material change, with written notice of such intent to terminate this Attachment. Any such termination would not be effective until ninety (90) calendar days after Anthem's receipt of Provider's notice of intent to terminate.
4.2Inconsistencies. In the event of an inconsistency between terms of this Attachment and the terms and conditions as set forth in the Agreement, the terms and conditions of this Attachment shall govern. Except as set forth herein, all other terms and conditions of the Agreement remain in full force and effect.
4.3Knox-Keene Act Requirements. Anthem is subject to the requirements of the Knox-Keene Act and any provision required to be in this Agreement thereunder shall bind Anthem and Provider, whether or not expressly provided in this Agreement.
4.4Provider Directory Regulatory Requirements. The purpose of this section 4.4 is to set forth certain rights and obligations of Provider and Anthem to comply with certain legal and regulatory requirements contained in California Health & Safety Code §1367.27 of the Knox-Keene Health Care Service Plan Act of 1975, as amended, (Health and Safety Code Section 1340, et seq.) and §10133.15 of the California Insurance Code. This law is also commonly referred to as SB 137. SB 137 regulates a health plan's provider directory, specifically the importance of ensuring that participating providers' demographic information is up to date, including whether Provider is accepting new patients, and that any changes to provider demographics are communicated by the provider to the health plan in a timely manner. Under Subsection (w) of California Health
& Safety Code §1367.27, a provider is operating as a "provider group" if they are a medical group, independent practice association, or other similar group of providers.
4.4.1Compliance with Knox-Keene Act and California Insurance Code. The provisions in this section are intended to comply with the Knox-Keene Act and the California Insurance Code.
4.4.2Notice Regarding New Patients. Provider shall notify Anthem's Provider Database Operations Department in writing, at the contact information set forth in subsection 4.4.7 below, or via Anthem's' online interface, within five (5) business days, of (i) when Provider, or any provider who is a part of Provider when Provider is a "provider group", is no longer accepting new patients; or (ii) when Provider, or any provider who is a part of Provider when Provider is a "provider group", is open to new patients after previously not accepting new patients.
4.4.3Contact by Member when Provider not seeing new Patients. If Provider, or any provider who is a part of Provider when Provider is a "provider group", is not accepting new patients but is contacted by a Member or potential Member seeking to become a new patient, Provider, or any provider who is a part of Provider when Provider is a "provider group", shall direct the Member to Anthem to find a provider who is accepting new patients and to the Department of Managed Health Care if the individual is a Knox Keene Member or potential Knox Keene Member (i.e., Member with a Health Benefit Plan or a proposed Health Benefit Plan regulated by the California Department of Managed Health Care), or to the California Department of Insurance (CDI), if the individual is a CDI Member or potential CDI Member (i.e., Member with a Health Benefit Plan or a proposed Health Benefit Plan regulated by the California Department of Insurance), to report any inaccuracy with Anthem's provider directory.
4.4.4Regular Confirmation of Provider Directory Information. At least annually if Provider is a "provider group" or if Provider is not a "provider group, Anthem shall send Provider a notice containing (i) the information Anthem has in its directory regarding Provider and any providers within Provider's provider group if Provider is a "provider group" , including a list of networks and products that include Provider; and (ii) instructions on how Provider, and Provider's providers if Provider is a "provider
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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group", can update the information in the provider directory or directories using an online interface. Provider shall either confirm that the information is correct or provide updated information within thirty
(30) business days of receipt of the notice from Anthem.
4.4.5Cooperation with any Follow-up Inquiries of Anthem. Pursuant to subsection (l)(4) of Health and Safety Code Section 1367.27, if Provider does not respond within the thirty (30) business days referenced in subsection 4.4.4 above, then Anthem shall, no later than fifteen (15) business days thereafter, seek to verify whether Provider's information, including Provider's provider information if Provider is a "provider group", is current or requires updates. Provider agrees to cooperate and promptly respond to Anthem in any follow-up inquiries to confirm the provider directory information is current and accurate or to update any information that may be out of date. Such follow-up inquiries
may be made via email, by telephone and/or via letters sent regular or certified mail. Failure to timely respond may result in Provider and its providers, if Provider is a "provider group" being removed from the provider directory. If Anthem is unable to verify during the fifteen (15) business day period referenced above whether Provider's information, including Provider's provider information if Provider is a "provider group", is correct or requires updates, Anthem shall remove Provider and/or any Provider providers, if Provider is a "provider group", from the provider directory upon ten (10) business days' prior notice unless Provider responds with the requested confirmation or updates before the end of the ten (10) business day notice period. Provider agrees to provide Anthem with a current email address and fax number for purposes of such follow-up inquiries under this subsection 4.4.5.
4.4.6Other Required Notices Under this Attachment. Nothing herein waives any other obligation in the Agreement or any other Participation Attachment to provide other notices, including any changes/updates in status/demographic information as required by section 9.3.
4.4.7Notice to Provider Database Operations Department. Anthem's Provider Database Operations area updates addresses, telephone numbers, tax identification numbers, and directory listings for medical groups, providers, and other health care providers/facilities that are contracted with Anthem.
Notice to Provider Database Operations may be made in any of the following ways:
a.Email: ProviderDatabaseAnthem@anthem.com b. Fax: 818 234 2836
d.Mail: Blue Cross, P.O. Box 70000, Van Nuys, CA 91470
4.4.8Termination of this Attachment for a Pattern or Repeated Failure to Alert Anthem to a Change in the Information Required to be in Provider Directory. Anthem may terminate this Participation Attachment for a pattern or repeated failure of Provider to alert Anthem to a change in the information required to be in the provider directory by California Health & Safety Code Section 1367.27.
4.5Exchanges. This section sets forth additional terms and conditions for Provider with respect to Members who purchased a Health Benefit Plan from Anthem through Covered California (the "Exchange")
4.5.1Definitions: For purposes of this section, the following terms and definitions shall apply:
a."Exchange Members" means a Member who purchased his or her Health Benefit Plan through the Exchange. "Exchange" is the California Health Benefit Exchange, an independent entity established within the government of the State of California doing business as Covered California. The Exchange is authorized under the Federal and State law to selectively contract with health insurance issuers as Qualified Health Plans in order to make available to enrollees of the Exchange health care coverage choices that seek to provide the optimal combination of choice, value, access, quality, and service to qualified individuals.In accordance with State and Federal law, the Exchange is not operating on behalf of Anthem or any Subcontractor of Anthem. Neither Anthem nor its Participating Providers, authorized Subcontractors, or any agents, officers or employees of Anthem shall be deemed as agents, officers, employers, partners or associates of the Exchange.
b."Subcontractor" means any permitted subcontractor of Provider's obligations under this Agreement, including this section as it applies to Exchange Members. Reference to Subcontractor herein shall not be construed as a consent by Anthem to any subcontract or delegation of obligation
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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that otherwise requires the consent of Anthem under this Agreement or by law. Notwithstanding any subcontract or delegation by Provider to a Subcontractor, such subcontracting or delegation shall not waive or release Provider's obligations in the Agreement, including this section, unless otherwise agreed to by Anthem.
c."Qualified Health Plan" has the meaning given in Sec. 1301 of the Patient Protection and Affordable Care Act (ACA), 42 U.S.C. §18021. Anthem is a Qualified Health Plan.
d."QHP Exchange Agreement" means that agreement between Anthem and the Exchange providing for Anthem's participation as a Qualified Health Plan on the Exchange.
4.5.2Cooperation with Anthem and the Exchange. Provider agrees to cooperate with Anthem to the extent necessary and as applicable to promote compliance with requirements of the Exchange. In the event of a change in facilities or a change in Qualified Health Plans for any Exchange Member, Provider agrees to cooperate with the Exchange and Anthem for the orderly transfer of Exchange Members as necessary and as required under applicable laws, rules, and regulations including, those relating to continuation of care, including, those set forth at Health and Safety Code Section 1373.95 and Insurance Code 10133.55.
4.5.3Use of Subcontractors. Provider shall require any Subcontractor to comply with all the terms of this Agreement, including this section.
4.5.4Notice of Material Adverse Events. Provider shall provide notice to Anthem within five (5) days of the receipt by it or any of its Subcontractors of any inquiry, audit, investigation, litigation, claim, examination, or other proceeding involving Provider or its Subcontractor or any of their personnel that is threatened or commenced by any regulatory agency or other party that a reasonable person might believe could materially affect the ability of Provider to perform in accordance with the terms of this Agreement, including this section, for any Exchange Member.
4.5.5Conflicts of Interest; Anti-Kickback/Anti-Self Referral Laws. Provider represents that Provider and its personnel do not currently have, and will not have throughout the term of this Agreement, any direct interest that may present a conflict in any manner with the performance of services required under this Agreement. Provider shall provide prompt notice to Anthem of any conflicts of interest or any basis for potential violations by Provider with respect to laws, rules and regulations that govern referrals required for the provision of certain healthcare services, including, Federal and State anti- kickback and anti-self referral laws, rules and regulations.
4.5.6Participation and Cooperation in any Anthem Program(s). Provider agrees to participate in Anthem's quality programs and programs designed to detect and prevent fraud, waste and abuse. In addition, Provider agrees to provide information requested by Anthem to allow Anthem to determine Anthem's compliance with quality, network management and delivery system and fraud, waste and abuse prevention standards of the Exchange.
4.5.7Clinical Records. Provider shall maintain clinical records of Exchange Members for at least seven
(7) years following the year of the final Claims payment. Except as otherwise required by State and Federal laws, rules and regulations, if an audit, litigation, research, evaluation, claim or other action involving the records has not been concluded before the end of the seven (7) year minimum retention period, the clinical records must be retained until all issues arising out of the action have been resolved.
4.5.8Non-Discrimination: Employment and; Workplace. Provider, as well as its agents and employees, shall not, unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including Human Immunodeficiency Virus (HIV) and Acquired Immunodeficiency Syndrome (AIDS)), mental disability, medical condition (including health impairments related to or associated with a diagnosis of cancer for which a person has been rehabilitated or cured), age (40 or over), marital status, genetic information, sexual orientation, gender identity or use of family and medical care leave. Provider, as well as their agents and employees, shall evaluate and treat employees and applicants for employment in a manner that is free from such discrimination and harassment. Provider, as well as its agents and employees, shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900, et seq.) and the applicable regulations promulgated
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thereunder (2 CCR 7285.0, et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in CCR Chapter 5 of Division 4 of Title 2, including, 2, CCR Section 8103, et seq., are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Provider shall give written notice of its obligations under this clause to labor organizations with which it has a collective bargaining or other agreement.
4.5.9Information provided by Anthem to the Exchange. Provider agrees that Anthem may include information relating to Provider's contracted rates with Anthem to the Exchange.
4.5.10Grace Period and Other Exchange Related Materials. The Affordable Care Act (ACA) mandates a three (3) month grace period for Exchange Members who are eligible for a premium subsidy from the government, and are delinquent in paying their premiums. Anthem will process Claims for services received during the first month of the grace period. Anthem will contest and pend Claims for services received during the second and third month of the grace period, until the full premium is received. Anthem agrees that it will provide access to eligibility information on Exchange Members by an electronic medium, which reflects when an Exchange Member's status is inactive due to the Exchange Member being in the second and third month of their grace period. Provider will receive a notification on its remittance indicating that the Claim cannot be paid until the premium is received, and informing Provider of the possibility of denied Claims if the premium is not received by the end of the three month grace period. After the third (3) month, if the Exchange Member's premium is not received, the Exchange Member's Health Benefit Plan will be terminated and the Claims for services received during the second and third month will be denied. The Exchange Member will be responsible for payment of services received during this time. Additional Information on how the grace period will impact participating providers such as Provider, as well as other Exchange related provider information, can be found on Anthem's website.
4.5.11Non-Discrimination; Services and Benefits. During the term of this Addendum, Provider, as well as its agents and employees, shall not, in accordance with the Affordable Care Act Section 1557 (42
U.S.C. § 18116), cause an individual to be excluded on the grounds prohibited under Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681 et seq.), the Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.), or Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), or subject to any other applicable State and Federal laws, from participation in, be denied the benefits of, or be subjected to discrimination under, any health program or activity offered through the Exchange.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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MEDICARE ADVANTAGE PARTICIPATION ATTACHMENT TO THE ANTHEM BLUE CROSS
PROVIDER AGREEMENT
This is a Medicare Advantage Participation Attachment ("Attachment") to the Anthem Blue Cross Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
ARTICLE I DEFINITIONS
The following definitions shall apply to this Attachment. Terms not otherwise defined in this Attachment shall carry the meaning set forth in the Agreement.
"Clean Claim" means a Claim that has no defect or impropriety, including a lack of required substantiating documentation, or particular circumstances requiring special treatment that prevents timely payment from being made on the Claim. A Claim is clean even though Plan refers it to a medical specialist within Plan for examination. If additional documentation (e.g., a medical record) involves a source outside Plan, then the Claim is not considered clean.
"CMS" is defined as set forth in Article I of the Agreement.
"Downstream Entity(ies)" means any party that enters into a written arrangement, acceptable to CMS, with persons or entities involved with the Medicare Advantage benefit, below the level of the arrangement between Anthem and a First Tier Entity. These written arrangements continue down to the level of the ultimate provider of both health and administrative services.
"Emergency Condition" is defined as set forth in the PCS. "Emergency Services" is defined as set forth in the PCS.
"First Tier Entity(ies)" means any party that enters into a written agreement, acceptable to CMS, with Anthem to provide administrative services or health care services for a Medicare eligible Member under the Medicare Advantage Program.
"Medically Necessary" or "Medical Necessity" means care for which CMS determines is reasonable and necessary under Medicare for services, supplies, or drugs that are needed for the prevention, diagnosis, or treatment of MA Member's medical condition and meet accepted standards of medical practice.
"Medicare" means the Health Insurance for the Aged Act, Title XVIII of the Social Security Act, as then constituted or later amended.
"Medicare Advantage Covered Services ("MA Covered Services")" means, for purposes of this Attachment, only those Covered Services provided under Plan's Medicare Advantage Program.
"Medicare Advantage Member ("MA Member")" means, for purposes of this Attachment, a Member who is covered under a Medicare agreement between CMS and Plan under Part C of Title XVIII of the Social Security Act ("Medicare Advantage Program") and for Plan's DSNP Medicare Program, the beneficiary is also entitled to Medicaid under Title XIX of the Social Security Act, see 42 USC §1396 et seq..
"Medicare Advantage Network" means Network of Providers that provides MA Covered Services to MA Members.
"Related Entity(ies)" means any entity that is related to Anthem by common ownership or control and (1) performs some of Anthem's management functions under contract or delegation; (2) furnishes services to MA Member under an oral or written agreement; or (3) leases real property or sells materials to Anthem at a cost of more than twenty-five hundred dollars ($2,500) during a contract period.
"Urgently Needed Care" means MA Covered Services provided when a MA Member is either: (1) temporarily absent from Plan's Medicare Advantage service area and such MA Covered Services are Medically Necessary and immediately required: (a) as a result of an unforeseen illness, injury, or condition; and (b) it was not reasonable, given the circumstances, to obtain the services through Plan's Medicare Advantage Network; or
(2) under unusual and extraordinary circumstances, the MA Member is in the service area but Plan's Network is temporarily unavailable or inaccessible and such MA Covered Services are Medically Necessary and immediately required: (a) as a result of an unforeseen illness, injury, or condition; and (b) it was not reasonable, given the circumstances, to obtain the services through Plan's Medicare Advantage Network.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE II SERVICES/OBLIGATIONS
2.1Participation-Medicare Advantage. As a participant in Plan's Medicare Advantage Network, Provider will render MA Covered Services to MA Members enrolled in Plan's Medicare Advantage Program in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or in the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Plan's Medicare Advantage Program(s). The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to MA Members. This Agreement does not apply to any of Plan's Medicare Advantage Private Fee for Service or Medical Savings Account Programs. If Plan contracts with a third party to manage all or any portion of its Medicare Advantage Network, then Provider shall be required to contract separately with such third party to maintain its status as a Participating Provider for such Network(s).
2.1.1New Programs. Provider acknowledges that Plan has or may develop Medicare Advantage Networks that support certain products, programs or plans with specific participation criteria that may include but are not limited to, quality and/or cost of care metrics. Pursuant to this Agreement, Provider shall be a Participating Provider in any such Network unless Anthem notifies Provider in writing to the contrary. Plan shall notify Provider sixty (60) days in advance of any specific Network participation criteria. Any notice of non-inclusion in any of Plan's Medicare Advantage Network(s) shall be provided in writing sixty (60) days in advance.
2.2Participation-Out of Area Programs. Pursuant to the Blue Cross and Blue Shield Out of Area Program section of the Agreement, Provider hereby acknowledges and agrees that Provider shall provide MA Covered Services to any person who is covered under another Blue Cross and Blue Shield Plan under the Blue Cross and Blue Shield Association Out of Area Program, a network sharing program developed to support Medicare Advantage Programs.
2.3Accountability/Oversight. Plan delegates to Provider its responsibility under its Medicare Advantage contract with CMS to provide the services as set forth in this Attachment to MA Members. Plan may revoke this delegation, including, if applicable, the delegated responsibility to meet CMS reporting requirements, and thereby terminate this Attachment if CMS or Plan determine that Provider has not performed satisfactorily. Such revocation shall be consistent with the termination provisions of the Agreement and this Attachment. Performance of Provider shall be monitored by Plan on an ongoing basis as provided for in this Attachment. Provider further acknowledges that Plan shall oversee and is accountable to CMS for the functions and responsibilities described in the Medicare Advantage Regulatory Requirements and ultimately responsible to CMS for the performance of all services. Further, Provider acknowledges that Plan may only delegate such functions and responsibilities in a manner consistent with the standards as set forth in 42 CFR § 422.504(i)(4).
2.4Accountability/Credentialing. Both parties acknowledge that accountability shall be in a manner consistent with the requirements as set forth in 42 CFR § 422.504(i)(4). Therefore the following are acceptable for purposes of meeting these requirements:
2.4.1The credentials of medical professionals affiliated with Plan or Provider will be either reviewed by Plan, if applicable; or
2.4.2The credentialing process will be reviewed and approved by Plan and Plan must audit Provider's credentialing process and/or delegate's credentialing process on an ongoing basis.
2.5Medicare Provider. Provider must have a provider and/or supplier agreement, whichever is applicable, with CMS to the extent such agreement is required to provide the Covered Services under original Medicare.
ARTICLE III
ACCESS: RECORDS/FACILITIES
3.1Inspection of Books/Records. Provider acknowledges that Plan, Health and Human Services Department ("HHS"), the Comptroller General, or their designees have the right to timely access to inspect, evaluate and audit any books, contracts, medical records, patient care documentation, and other records of Provider, or his/her/its First Tier, Downstream and Related Entities, including but not limited to subcontractors or transferees involving transactions related to Plan's Medicare Advantage contract through ten (10) years from
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the final date of the contract period or from the date of the completion of any audit, or for such longer period provided for in 42 CFR § 422.504(e)(4) or other Regulatory Requirements, whichever is later. For the purposes specified in this section, Provider agrees to make available Provider's premises, physical facilities and equipment, records relating to Plan's MA Member, including access to Provider's computer and electronic systems and any additional relevant information that CMS may require. Provider acknowledges that failure to allow HHS, the Comptroller General or their designees the right to timely access under this section can subject Provider to a fifteen thousand dollar ($15,000) penalty for each day of failure to comply.
3.2Confidentiality. In addition to the confidentiality requirements under the Agreement, each party agrees to abide by all Regulatory Requirements applicable to that party regarding confidentiality and disclosure for mental health records, medical records, other health information, and MA Member information. Provider agrees to maintain records and other information with respect to MA Member in an accurate and timely manner; to ensure timely access by MA Member to the records and information that pertain to him/her; and to safeguard the privacy of any information that identifies a particular MA Member. Information from, or copies of, records may be released only to authorized individual. Provider must ensure that unauthorized individuals cannot gain access to or alter patient records. Original medical records must be released only in accordance with Regulatory Requirements, court orders or subpoenas. Both parties acknowledge that Plan, HHS, the Comptroller General or its designee have the right, pursuant to section 3.1 above, to audit and/or inspect Provider's premises to monitor and ensure compliance with the CMS requirements for maintaining the privacy and security of protected health information ("PHI") and other personally identifiable information ("PII") of MA Member.
ARTICLE IV
ACCESS: BENEFITS AND COVERAGE
4.1Non-Discrimination. Provider shall not deny, limit, or condition the furnishing of Health Services to MA Member of Plan on the basis of any factor that is related to health status, including, but not limited to medical condition; claims experience; receipt of health care; medical history; genetic information; evidence of insurability, including conditions arising out of acts of domestic violence; or disability.
4.2Direct Access. Provider acknowledges that MA Member may obtain covered mammography screening services and influenza vaccinations from a participating provider without a referral and that MA Member who are women may obtain women's routine and preventive Health Services from a participating women's health specialist without a referral.
4.3No Cost Sharing. Provider acknowledges that covered influenza vaccines and pneumococcal vaccines are not subject to MA Member Cost Share obligations.
4.4Timely Access to Care. Provider agrees to provide MA Covered Services consistent with Plan's: (1) standards for timely access to care and member services; (2) policies and procedures that allow for MA Member Medical Necessity determinations; and (3) policies and procedures for Provider's consideration of MA Member input in the establishment of treatment plans.
4.5Accessibility to Care. A Provider who is a primary care provider, or a gynecologist or obstetrician, shall provide Health Services or make arrangements for the provision of Health Services to MA Member on a twenty-four
(24) hour per day, seven (7) day a week basis to assure availability, adequacy and continuity of care to MA Member. In the event Provider is not one of the foregoing described providers, then Provider shall provide Health Services to MA Member on a twenty-four (24) hour per day, seven (7) day a week basis or at such times as Health Services are typically provided by similar providers to assure availability, adequacy, and continuity of care to MA Member. If Provider is unable to provide Health Services as described in the previous sentence, Provider will arrange for another Participating Provider to cover Provider's patients in Provider's absence.
ARTICLE V BENEFICIARY PROTECTIONS
5.1Cultural Competency. Provider shall ensure that MA Covered Services rendered to MA Members, both clinical and non-clinical, are accessible to all MA Members, including those with limited English proficiency or reading
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skills, with diverse cultural and ethnic backgrounds, the homeless, and MA Members with physical and mental disabilities. Provider must provide information regarding treatment options in a cultural-competent manner,
including the option of no treatment. Provider must ensure that MA Members with disabilities have effective communications with participants throughout the health system in making decisions regarding treatment options.
5.2Health Assessment. Provider acknowledges that Plan has procedures approved by CMS to conduct a health assessment of all new MA Members within ninety (90) days of the effective date of their enrollment. Provider agrees to cooperate with Plan as necessary in performing this initial health assessment.
5.3Identifying Complex and Serious Medical Condition. Provider acknowledges that Plan has procedures to identify MA Members with complex or serious medical conditions for chronic care improvement initiatives; and to assess those conditions, including medical procedures to diagnose and monitor them on an ongoing basis; and establish and implement a treatment plan appropriate to those conditions, with an adequate number of direct access visits to specialists to accommodate the treatment plan. To the extent applicable, Provider agrees to assist in the development and implementation of the treatment plans and/or chronic care improvement initiatives.
5.4Advance Directives. To the extent applicable, Provider shall establish and maintain written policies and procedures to implement MA Members' rights to make decisions concerning their health care, including the provision of written information to all adult MA Members regarding their rights under Regulatory Requirements to make decisions regarding their right to accept or refuse medical treatment and the right to execute an advance medical directive. Provider further agrees to document or oversee the documentation in the MA Members' medical records whether or not the MA Member has an advance directive, that Provider will follow state and federal requirements for advance directives and that Provider will provide for education of his/her/its staff and the community on advance directives.
5.5Standards of Care. Provider agrees to provide MA Covered Services in a manner consistent with professionally recognized standards of health care.
5.6Hold Harmless. In addition to the hold harmless provision in the Agreement, Provider agrees that in no event, including but not limited to non-payment by Plan, insolvency of Plan or breach of the Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a MA Member or persons other than Plan acting on their behalf for MA Covered Services provided pursuant to this Attachment. This section does not prohibit the collection of supplemental charges or Cost Shares on Plan's behalf made in accordance with the terms of the MA Member's Health Benefit Plan or amounts due for services that have been correctly identified in advance as a non-MA Covered Service, subject to medical coverage criteria, with appropriate disclosure to the MA Member of their financial obligation. This advance notice must be provided in accordance with the CMS regulations for Medicare Advantage organizations. CMS regulations require that a coverage determination be made with a standard denial notice (Notice of Denial of Medical Coverage (or Payment)/CMS-10003) for a non-Covered Service when such Health Service is typically not covered, but could be covered under specific conditions. If prior to rendering the non-Covered Service, Provider obtains, or instructs the MA Member to obtain, a coverage determination of a non-Covered Service(s), the MA Member can be held financially responsible for non-Covered Services. However, if a service or item is never covered by the Plan, such as a statutory exclusion, and the MA Member's Evidence of Coverage ("EOC") clearly specifies that the service or item is never covered, the Provider does not have to seek a coverage determination from Anthem in order to hold the MA Member responsible for the full cost of the service or item. Additional information, related requirements and the process to request a coverage determination can be found in the Provider Guidebook. Both Parties agree that failure to follow the CMS regulations can result in Provider's financial liability.
5.6.1 Dual Eligibles. Provider further agrees that for MA Members who are dual eligible beneficiaries for Medicare and Medicaid, that Provider will ensure he/she/it will not bill the MA Member for Cost Sharing that is not the MA Member's responsibility and such MA Members will not be held liable for Medicare Parts A and B Cost Sharing when the State is liable for the Cost Sharing. In addition, Provider agrees to accept Plan payment as payment in full or Provider should bill the appropriate state source.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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5.7Continuation of Care-Insolvency. Provider agrees that in the event of Plan's insolvency, termination of the CMS contract or other cessation of operations, MA Covered Services to MA Members will continue through the period for which the premium has been paid to Plan, and services to MA Members confined in an inpatient hospital on the date of termination of the CMS contract or on the date of insolvency or other cessation of operations will continue until their discharge.
5.8Out of Network Referrals and Transfers. In addition to the Cost Effective Care provision in the Agreement, Provider shall seek authorization from Plan prior to referring or transferring an MA Member to a non- Participating Provider. For Plan's HMO Medicare Advantage Network, if a Participating Provider is not accessible or available for a referral or transfer, then Provider shall call Plan for an authorization. If, however, a Participating Provider is accessible and available for a referral or transfer, then Provider shall transfer or refer the MA Member to such Participating Provider. For Plan's PPO MA Members, Provider shall advise the MA Member that an out of network referral is being made, and shall ensure that the MA Member understands and agrees to be financially responsible for any additional costs related to such out of network service.
ARTICLE VI COMPENSATION AND AUDIT
6.1Submission and Adjudication of Medicare Advantage Claims. Unless otherwise instructed in the provider manual(s) or Policies applicable to Plan's Medicare Advantage Program, or unless required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
6.1.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the MA Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Clean Claims for MA Covered Services. Once Anthem determines Plan has any payment liability, all Clean Claims will be paid in accordance with the terms and conditions of a MA Member's Health Benefit Plan, the PCS, and the provider manual(s).
6.1.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC").
6.1.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 6.1 above, whichever is longer.
6.2Prompt Payment. Anthem agrees to make best efforts to pay a majority of Clean Claims for MA Covered Services submitted by or on behalf of MA Members, within forty-five (45) days of receipt by Anthem. Anthem agrees to make best efforts to pay all remaining Clean Claims for MA Covered Services submitted by or on behalf of MA Members, within sixty (60) days of receipt by Anthem. Anthem agrees to make best efforts to pay all non-Clean Claims for MA Covered Services submitted by or on behalf of MA Members within sixty (60) days of receipt by Anthem of the necessary documentation to adjudicate the Clean Claim.
6.3Audit for Compliance with CMS Guidelines. Notwithstanding any other terms and conditions of the Agreement, Plan has the same rights as CMS, to review and/or Audit and, to the extent necessary recover payments on any claim for MA Covered Services rendered pursuant to this Agreement to insure compliance with CMS Regulatory Requirements.
ARTICLE VII
REPORTING AND DISCLOSURE REQUIREMENTS
7.1Risk Adjustment Documentation and Coding Reviews and Audits. Provider is required in accordance with 42 CFR § 422.310(e) to submit medical records for MA Members for the purpose of validation of Risk Adjustment Data (as defined below in section 7.2) as requested by Plan. Provider is also required to comply with all other medical record requests from Plan for other governmental (e.g., CMS, Office of Inspector General (OIG)) and/or Plan documentation and coding review and audit activities. Accordingly, Plan, or its designee, shall
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have the right, as set forth in section 3.4 of the Agreement to obtain copies of such documentation on at least an annual basis or otherwise as Plan may reasonably require. Provider agrees to provide copies of the requested medical records to Plan, or its designee, within fourteen (14) calendar days from Plan's, or its designee's, and/or any Agency's written request, unless sooner required by CMS or such other Agency. Such records shall be provided to Plan, or its designee, or a governmental agency, at no additional cost to Plan, its designee or such Agency. Provider also agrees to participate in education and/or remediation, as required by Plan, based on the outcome of any documentation and coding reviews and/or audits.
7.2Data Reporting Requirements. Provider shall provide to Plan all information necessary for or requested by Plan to enable Plan to meet its data reporting and submission obligations to CMS, including but not limited to, data necessary to characterize the context and purpose of each encounter between a MA Member and the Provider ("Risk Adjustment Data"), and data necessary for or requested by Plan to enable Plan to meet its reporting obligations under 42 CFR §§ 422.516 and 422.310 or under any subsequent or additional regulatory provisions or CMS guidance. In accordance with CMS Regulatory Requirements, Plan reserves the right to assess Provider for any penalties resulting from Provider's submission of false data.
7.3Risk Adjustment Data Submission. Provider shall submit all diagnosis data generated in connection with this Agreement by way of filing a Claim with Plan. Where Provider identifies supplemental diagnosis data through retrospective medical chart review or other processes, Provider shall file an amended Claim containing the supplemental diagnosis data. If an amended Claim cannot be filed and Provider wants to submit supplemental diagnosis data, then Provider shall ensure that a Claim (i.e., the associated encounter data record) has already been submitted for the original MA Member/Provider encounter. This Claim must be (i) from the same date of service, (ii) having the same Provider identification number, (iii) with the same MA Member information, and
(iv) containing the same procedural information as the supplemental data identified through the retrospective medical chart review or other processes. Plan requires submission of the original Claim prior to the submission of supplemental data to ensure the two (2) can be linked.
Supplemental diagnosis data shall be submitted in a format specified by Plan. If Provider reasonably determines that a Provider is unable to meet these requirements, then Provider must inform Plan within a reasonable time, but no later than thirty (30) days after receiving knowledge, actual or constructive of such inability, and Plan shall have the right to validate the data by auditing medical records and/or data generation processes, or by requesting additional data and/or documentation from Provider to confirm the acceptability of the data. For purposes of clarity, Provider shall cooperate with any such requests by Plan or on Plan's behalf, as set forth in this Agreement. If Provider identifies data corrections (e.g., prior data submissions not supported in the medical record), then Provider shall promptly inform Plan and submit data corrections to Plan in a format specified by Plan as soon as reasonably possible, but in no event later than thirty (30) days after identifying.
7.4Risk Adjustment Data. Provider's Risk Adjustment Data shall include all information necessary for or requested by Plan to enable Plan to submit such data to CMS as set forth in 42 CFR § 422.310 or any subsequent or additional regulatory provisions or CMS guidance. If Provider fails to submit accurate, complete, and truthful Risk Adjustment Data in the format described in 42 CFR § 422.310 or any subsequent or additional regulatory provisions or CMS guidance, then this may result in denials and/or delays in payment of Provider's Claims. Plan will make best efforts to work with Provider to resolve Risk Adjustment Data format and/or processing issues.
7.5Accuracy of Risk Adjustment Data. Risk Adjustment Data submitted by Provider must be accurate, complete, and truthful. By submitting Risk Adjustment Data to Plan, Provider is certifying and attesting to the accuracy, completeness, and truthfulness of such Risk Adjustment Data. If requested by Plan, Provider shall execute such further certifications or attestations as to the accuracy, completeness, and truthfulness of such Risk Adjustment Data as Plan may require.
ARTICLE VIII
QUALITY ASSURANCE/QUALITY IMPROVEMENT REQUIREMENTS
8.1Independent Quality Review Organization. Provider agrees to comply and cooperate with an independent quality review and improvement organization's activities pertaining to the provision of MA Covered Services for MA Member.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.2Compliance with Plan Medical Management Programs. Provider agrees to comply with Plan's medical policies, quality improvement and performance improvement programs, and medical management programs to the extent provided to or otherwise made available to Provider in advance.
8.3Consulting with Participating Providers. Plan agrees to consult with Participating Providers regarding its medical policies, quality improvement program and medical management programs and ensure that practice guidelines and utilization management guidelines: (1) are based on reasonable medical evidence or a consensus of health care professionals in the particular field; (2) consider the needs of the enrolled population;
(3) are developed in consultation with participating physicians; (4) are reviewed and updated periodically; and
(5) are communicated to providers and, as appropriate, to MA Member. Plan also agrees to ensure that
decisions with respect to utilization management, MA Member education, coverage of Health Services, and other areas in which the guidelines apply are consistent with the guidelines.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE IX COMPLIANCE
9.1Compliance: Medicare Laws/Regulations. Provider agrees to comply, and to require any of his/her/its subcontractors to comply, with all applicable Medicare Regulatory Requirements and CMS instructions. Further, Provider agrees that any MA Covered Services provided by Provider or his/her/its subcontractors to or on the behalf of Plan's MA Member will be consistent with and will comply with Plan's Medicare Advantage contractual obligations.
9.2Compliance: Exclusion from Federal Health Care Program. Provider may not employ, or subcontract with an individual, or have persons with ownership or control interests, who have been convicted of criminal offenses related to their involvement in Medicaid, Medicare, or social services programs under Title XX of the Social Security Act, and thus have been excluded from participation in any federal health care program under §§1128 or 1128A of the Act (or with an entity that employs or contracts with such an individual) for the provision of any of the following: healthcare, utilization review, medical social work, or administrative services.
9.3Compliance: Appeals/Grievances. Provider agrees to comply with Plan's policies and procedures in performing his/her/its responsibilities under the Agreement. Provider specifically agrees to comply with Medicare Regulatory Requirements regarding MA Member appeals and grievances and to cooperate with Plan in meeting its obligations regarding MA Member appeals, grievances and expedited appeals, including the gathering and forwarding of information in a timely manner and compliance with appeals decisions.
9.4Compliance: Policy and Procedures. Provider agrees to comply with Plan's policy and procedures in performing his/her/its responsibilities under the Agreement and this Attachment including any supplementary documents that pertain to Plan's Medicare Advantage Program such as the provider manual(s).
9.5Illegal Remunerations. Both parties specifically represent and warrant that activities to be performed under this Agreement are not considered illegal remunerations (including kickbacks, bribes or rebates) as defined in 42 USCA § 1320(a)-7b.
9.6Compliance: Training, Education and Communications. In accordance with CMS requirements, Provider agrees and certifies that it, as well as its employees, subcontractors, Downstream Entities, Related Entities and agents who provide services to or for Plan's Medicare Advantage and/or Part D MA Members or to or for Plan itself shall conduct general compliance and fraud, waste and abuse training, education and/or communications annually or as otherwise required by Regulatory Requirements, and must be made a part of the orientation for a new employee, new First Tier Entities, Downstream Entities, or Related Entities, and for all new appointments of a chief executive, manager, or governing body member who performs leadership and/or oversight over the service provided under the Agreement. Provider or its subcontractors or Downstream Entities shall ensure that their general compliance and fraud, waste and abuse training and education is comparable to the elements, set forth in Anthem's Standards of Ethical Business Conduct and shall provide documentation to demonstrate compliance prior to execution of the Agreement and annually thereafter. In addition, Provider is responsible for documenting applicable employee's, subcontractor's, Downstream Entity's, Related Entity's and/or agent's attendance and completion of such training on an annual basis. Provider shall provide such documentation to Plan and as required to support a Plan or CMS audit. If necessary and upon request, Plan or its designee can make such compliance training, education and lines of communication available to Provider in either electronic, paper or other reasonable medium.
9.7Federal Funds. Provider acknowledges that payments Provider receives from Plan to provide MA Covered Services to MA Members are, in whole or part, from federal funds. Therefore, Provider and any of his/her/its subcontractors are subject to certain Regulatory Requirements that are applicable to Members and entities receiving federal funds, which may include but is not limited to, Title VI of the Civil Rights Act of 1964 as implemented by 45 CFR Part 84; the Age Discrimination Act of 1975 as implemented by 45 CFR Part 91; the Americans with Disabilities Act; lobbying restrictions as implemented by 45 CFR Part 93 and 31 USC 1352 and any other regulations applicable to recipients of federal funds.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE X MARKETING
10.1 Approval of Materials. Both parties agree to comply, and to require any of his/her/its subcontractors to comply, with all applicable Regulatory Requirements, CMS instructions, and marketing activities under this Agreement, including but not limited to, the Medicare Marketing Guidelines for Medicare Managed Care Plans and any requirements for CMS prior approval of materials. Any printed materials, including but not limited to letters to Plan MA Members, brochures, advertisements, telemarketing scripts, packaging prepared or produced by Provider or any of his/her/its subcontractors pursuant to this Agreement must be submitted to Plan for review and approval at each planning stage (i.e., creative, copy, mechanicals, blue lines, etc.) to assure compliance with Regulatory Requirements, and Blue Cross/Blue Shield Association guidelines. Plan agrees its approval will not be unreasonably withheld or delayed.
ARTICLE XI TERMINATION
11.1Notice Upon Termination. If Plan decides to terminate this Attachment, Plan shall give Provider written notice, to the extent required under CMS regulations, of the reasons for the action, including, if relevant, the standards and the profiling data the organization used to evaluate Provider and the numbers and mix of Participating Providers Plan needs. Such written notice shall also set forth Provider's right to appeal the action and the process and timing for requesting a hearing.
11.2Effect of Termination. Following termination of this Attachment, the remainder of the Agreement shall continue in full force and effect, if applicable. In addition, upon termination of this Attachment but subject to the Continuation of Care provision(s) and applicable Regulatory Requirements, any references to services, reimbursement, or participation in Networks related to the Medicare Advantage Program are hereby terminated in full and shall have no further force and effect.
11.3Termination Without Cause. Either party may terminate this Attachment without cause by giving at least one hundred twenty (120) days prior written notice of termination to the other party.
ARTICLE XII GENERAL PROVISIONS
12.1Inconsistencies. In the event of an inconsistency between terms of this Attachment and the terms and conditions as set forth in the Agreement, the terms and conditions of this Attachment shall govern. Except as set forth herein, all other terms and conditions of the Agreement remain in full force and effect.
12.2Interpret According to Medicare Laws. Provider and Plan intend that the terms of the Agreement and this Attachment as they relate to the provision of MA Covered Services under the Medicare Advantage Program shall be interpreted in a manner consistent with applicable requirements under Medicare Regulatory Requirements.
12.3Subcontractors. In addition to the Use of Subcontractors provision of the Agreement, Provider agrees that if Provider enters into subcontracts to perform services under the terms of this Attachment, Provider's subcontracts shall include: (1) an agreement by the subcontractor to comply with all of Provider's obligations in the Agreement and this Attachment; (2) a prompt payment provision as negotiated by Provider and the subcontractor; (3) a provision setting forth the term of the subcontract (preferably one (1) year or longer); and
(4) dated signatures of all the parties to the subcontract.
12.4Delegated Activities. If Plan has delegated activities to Provider, then Plan will provide the following information to Provider and Provider shall provide such information to any of its subcontracted entities:
12.4.1A list of delegated activities and reporting responsibilities;
12.4.2Arrangements for the revocation of delegated activities;
12.4.3Notification that the performance of the contracted and subcontracted entities will be monitored by Plan;
12.4.4Notification that the credentialing process must be approved and monitored by Plan; and
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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12.4.5Notification that all contracted and subcontracted entities must comply with all applicable Medicare Regulatory Requirements and CMS instructions.
12.5Delegation of Provider Selection. In addition to the responsibilities for delegated activities as set forth herein, to the extent that Plan has delegated selection of providers, contractors, or subcontractor to Provider, Plan retains the right to approve, suspend, or terminate any such arrangement.
12.6Survival of Attachment. Provider further agrees that: (1) the hold harmless and continuation of care sections shall survive the termination of this Attachment or disenrollment of the MA Member; and (2) these provisions supersede any oral or written contrary agreement now existing or hereafter entered into between Provider and an MA Member or persons acting on their behalf that relates to liability for payment for, or continuation of, MA Covered Services provided under the terms and conditions of these clauses.
12.7Attachment Amendment. Notwithstanding the Amendment provision in the Agreement, this Attachment shall be automatically modified to conform to required changes to Regulatory Requirements related to Medicare Advantage Programs without the necessity of executing written amendments. For amendments not required by Regulatory Requirements related to Medicare Advantage Programs, Anthem shall make a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of the amendment.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
The definitions set forth below shall apply with respect to all of the terms outlined in this PCS. Terms not otherwise defined in this PCS and defined elsewhere in the Agreement shall carry the meanings set forth in the Agreement.
"Anthem Medicare Advantage Rate" shall mean the Anthem Rate that is used for Medicare Advantage.
"Case Rate" means the all-inclusive Anthem Rate for an entire admission or one outpatient encounter for Covered Services.
"Coded Service Identifier(s)" means a listing of descriptive terms and identifying codes, updated from time to time by CMS or other industry source, for reporting Health Services on the CMS 1500 claim form or its successor as applicable based on the services provided. The codes include but are not limited to, American Medical Association Current Procedural Terminology ("CPT®-4"), CMS Healthcare Common Procedure Coding System ("HCPCS"), International Classification of Diseases, 10th Revision ("ICD-10"), National Uniform Billing Committee ("Revenue Code") and National Drug Code ("NDC") or their successors.
"Eligible Charges" means those Provider Charges that meet Anthem's conditions and requirements for a Health Service to be eligible for reimbursement. These conditions and requirements include but are not limited to: Member program eligibility, Provider program eligibility, benefit coverage, authorization requirements, provider manual specifications, Anthem administrative, clinical and reimbursement policies and methodologies, code editing logic, coordination of benefits, Regulatory Requirements, and this Agreement. Eligible Charges do not include Provider Charges for any items or services that Provider receives and/or provides free of charge.
"Emergency Condition" means a sudden onset of a medical or psychiatric condition manifesting itself by acute symptoms of sufficient severity (including, without limitation, severe pain) such that the patient may reasonably believe that the absence of immediate medical or psychiatric attention could reasonably result in any of the following: (a) placing the patient's health in serious jeopardy; (b) serious impairment to bodily functions; (c) other serious medical or psychiatric consequences, or (d) serious and/or permanent dysfunction of any bodily organ or part.
"Emergency Services" means those Covered Services furnished by a provider qualified to furnish emergency services, and which are needed to evaluate or treat an Emergency Condition.
"Encounter Data" means Claim information and any additional information submitted by a provider under capitated or risk-sharing arrangements for Health Services rendered to Members.
"Fee Schedule(s)" means the complete listing of Anthem Rate(s) for specific services that is payment for each unit of service allowed based on applicable Coded Service Identifier(s) for Covered Services.
"Global Case Rate" means the all-inclusive Anthem Rate which includes facility, professional and physician services for specific Coded Service Identifier(s) for Covered Services.
"Inpatient Services" means Covered Services provided by a facility to a Member who is admitted and treated as a registered inpatient, is assigned a licensed bed within the facility, remains assigned to such bed and for whom a room and board charge is made.
"Outpatient Services" means Covered Services provided by a facility to a Member who is admitted and treated as a registered outpatient within the facility.
"Percentage Rate" means the Anthem Rate that is a percentage of Eligible Charges billed by a provider for Covered Services.
"Per Diem Rate" means the Anthem Rate that is the all-inclusive fixed payment for Covered Services rendered on a single date of service.
"Per Hour Rate" means the Anthem Rate that is payment based on an increment of time for Covered Services.
"Per Relative Value Unit" ("RVU") means the Anthem Rate for each unit of service based on the CMS, State Agency or other (e.g., American Society of Anesthesiologists (ASA)) defined Relative Value Unit (RVU).
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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"Per Service Rate" means the Anthem Rate that is payment for each service allowed based on applicable Coded Service Identifier(s) for Covered Services.
"Per Unit Rate" means the Anthem Rate that is payment for each unit of service allowed based on applicable Coded Service Identifier(s) for Covered Services.
"Per Visit Rate" means the Anthem Rate that is the all-inclusive fixed payment for one encounter for Covered Services.
"Provider Charges" means the regular, uniform rate or price Provider determines and submits to Anthem as charges for Health Services provided to Members. Such Provider Charges shall be no greater than the rate or price Provider submits to any person or other health care benefit payor for the same Health Services provided, regardless of whether Provider agrees with such person or other payor to accept a different rate or price as payment in full for such services.
Billing Form and Claims Reporting Requirements. Provider shall submit all Claims on a CMS 1500 claim form or its successor form(s) as applicable based on the Health Services provided in accordance with Policies or applicable Regulatory Requirements. Provider shall report all Health Services in accordance with the Coded Service Identifier(s) reporting guidelines and instructions using HIPAA compliant billing codes. In addition, Plan shall not pay any Claim(s) nor accept any Encounter Data submitted using non-compliant codes. Plan audits that result in identification of Health Services that are not reported in accordance with the Coded Service Identifier(s) guidelines and instructions, will be subject to recovery through remittance adjustment or other recovery action as may be set forth in the provider manual(s).
Claim Submissions for Pharmaceuticals. Each Claim submitted for a pharmaceutical product must include standard Coded Service Identifier(s), a National Drug Code ("NDC") number of the covered medication, a description of the product, and dosage and units administered. Unless otherwise required under Regulatory Requirements, Plan shall not reimburse for any pharmaceuticals that are not administered to the Member and/or deemed contaminated and/or considered waste.
Coding Updates. Coded Service Identifier(s) used to define specific rates are updated from time to time to reflect new, deleted or replacement codes. Anthem shall use commercially reasonable efforts to update all applicable Coded Service Identifiers within sixty (60) days of release by CMS or other applicable authority. When billing codes are updated, Provider is required to use appropriate replacement codes for Claims for Covered Services, regardless of whether this Agreement has been amended to reflect changes to standard billing codes. If Provider bills a revised code prior to the effective date of the revised code, the Claim will be rejected or denied and Provider shall resubmit Claim with correct code. In addition, Claims with codes which have been deleted will be rejected or denied.
Coding Software. Updates to Anthem's Claims processing filters, code editing software, pricers, and any edits related thereto, as a result of changes in Coded Service Identifier(s) reporting guidelines and instructions, shall take place automatically and do not require any notice, disclosure or amendment to Provider.
Modifiers. All appropriate modifiers must be submitted in accordance with Regulatory Requirements, industry standard billing guidelines and Policies. If appropriate modifiers are not submitted, Claims may be rejected or denied.
New/Expanded Service or New/Expanded Technology. In accordance with the Scope/Change in Status section of the Agreement, as of the Effective Date of this Agreement, any New/Expanded Service or New/Expanded Technology (defined below) is not reimbursable under this Agreement. Notwithstanding the foregoing, Provider may submit the following documentation to Anthem at least sixty (60) days prior to the implementation of any New/Expanded Service or New/Expanded Technology for consideration as a reimbursable service: (1) a description of the New/Expanded Service or New/Expanded Technology; (2) Provider's proposed charge for the New/Expanded Service or New/Expanded Technology; (3) such other reasonable data and information required by Anthem to evaluate the New/Expanded Service or New/Expanded Technology. In addition, Anthem may also need to obtain approval from applicable Agency prior to Anthem making determination that New/Expanded Service or New/Expanded Technology can be
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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considered a reimbursable service. If Anthem agrees that the New/Expanded Service or New/Expanded Technology may be reimbursable under this Agreement, then Anthem shall notify Provider, and both parties agree to negotiate in good faith, a new Anthem Rate for the New/Expanded Service or New/Expanded Technology within sixty (60) days of Anthem's notice to Provider. If the parties are unable to reach an agreement on a new Anthem Rate for the New/Expanded Service or New/Expanded Technology before the end of the sixty (60) day period, then such New/Expanded Service or New/Expanded Technology shall not be reimbursed by Anthem, and the Payment in Full and Hold Harmless provision of this Agreement shall apply.
a."New/Expanded Service" shall be defined as a Health Service: (a) that Provider was not providing to Members as of the Effective Date of this Agreement and; (b) for which there is not a specific Anthem Rate as set forth in this PCS.
b."New/Expanded Technology" shall be defined as a technological advancement in the delivery of a Covered Service which results in a material increase to the cost of such service. New/Expanded Technology shall not include a new device, or implant that merely represents a new model or an improved model of a device or implant used in connection with a service provided by Provider as of the Effective Date of this Agreement.
Non-Priced Codes for Covered Services. Anthem reserves the right to establish a rate for codes that are not priced in this PCS or in the Fee Schedule(s), including but not limited to, Not Otherwise Classified Codes ("NOC"), Not Otherwise Specified ("NOS"), Miscellaneous, Individual Consideration Codes ("IC"), and By Report ("BR") (collectively "Non-Priced Codes"). Anthem shall only reimburse Non-Priced Codes for Covered Services in the following situations: (i) the Non-Priced Code does not have a published dollar amount on the then current applicable Plan, State or CMS Fee Schedule, (ii) the Non-Priced Code has a zero dollar amount listed, or (iii) the Non-Priced Code requires manual pricing. In such situations, such Non-Priced Code shall be reimbursed at a rate established by Anthem for such Covered Service. Notwithstanding the foregoing, Anthem shall not price Non-Priced Codes that are not Covered Services under the Members Health Benefit Plan. Anthem may require the submission of medical records, invoices, or other documentation for Claims payment consideration.
Reimbursement for Anthem Rate Based on Eligible Charges. Notwithstanding any reimbursement amount set forth herein, Provider shall only be allowed to receive such reimbursement if such reimbursement is for an Eligible Charge. In addition, if Provider reimbursement is under one or more of the following methodologies: Capitation, Case Rate, Global Case Rate, Per Diem Rate, Per Relative Value Unit (RVU), and Per Visit Rate, then individual services billed shall not be reimbursed separately, unless otherwise specified in Article IV of this PCS.
Reimbursement for Subcontractors. Plan shall not be liable for any reimbursement in addition to the applicable Anthem Rate as a result of Provider's use of a subcontractor. Provider shall be solely responsible to pay subcontractors for any Health Services, and shall via written contract, contractually prohibit such subcontractors from billing, collecting or attempting to collect from Anthem, Plan or Members. Notwithstanding the foregoing, if Anthem has a direct contract with the subcontractor, the direct contract shall prevail over this Agreement and the subcontractor shall bill Anthem under the direct contract for any subcontracted services, with the exception of nursing services provided for Home Infusion Therapy, or unless otherwise agreed to by the parties.
Tax Assessment and Penalties. The Anthem Rates in this Agreement include all sales and use taxes and other taxes on Provider revenue, gross earnings, profits, income and other taxes, charges or assessments of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed against or collectible by Provider with respect to Covered Services, unless otherwise required by Agency pursuant to Regulatory Requirements. Neither Provider nor Plan shall add any amount to or deduct any amount from the Anthem Rates, whether on account of taxes, assessments, tax penalties or tax exemptions.
Updates to Anthem Rate(s) Based on External Sources. Unless otherwise required by Regulatory Requirements, and notwithstanding any proprietary fee schedule(s)/rate(s)/methodologies, Anthem shall use commercially reasonable efforts to update the Anthem Rate(s) based on External Sources, which include but are not limited to, i) CMS Medicare fee schedule(s)/rate(s)/methodologies; ii) Medicaid or State Agency fee schedule(s)/rate(s)/methodologies; iii), vendor fee schedule(s)/rate(s)/methodologies; or iv) or any other entity's published fee schedule(s)/rate(s)/methodologies ("External Sources") no later than sixty (60) days after Anthem's receipt of the final fee schedule(s)/rate(s)/methodologies change from such External Sources, or on the effective date of such final fee schedule(s)/rate(s)/methodologies change, whichever is later. The effective date of such final fee schedule(s)/rate(s)/methodologies change shall be the effective date of the
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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change as published by External Sources. Claims processed prior to the implementation of the new Anthem Rate(s) in Anthem's payment system shall not be reprocessed, however, if reprocessing is required by Regulatory Requirements, and such reprocessing could result in a potential under and/or over payment to a Provider, then Plan may reconcile the Claim adjustments to determine the remaining amount Provider owes Plan, or that Plan owes to Provider. Any resultant overpayment recoveries (i.e. Provider owes Plan) shall occur automatically without advance notification to Provider. Unless otherwise required by Regulatory Requirements, Anthem shall not be responsible for interest payments that may be the result of a late notification by External Sources to Anthem of fee schedule(s)/rate(s)/methodologies change.
"Physician (Group)" means a group of licensed physicians who have education, training or experience in accordance with the Regulatory Requirements of the state in which Health Services are rendered.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
"Specialty Provider Group (Non-MD or DO)" means one or more licensed or certified medical practitioner who has specialized education, training or experience in accordance with the law of the state in which Health Services are rendered.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
For Covered Services provided by or on behalf of Provider to a Member who is enrolled in a product and/or program that is supported by a Network designated in this Agreement, Provider agrees to accept as the Anthem Rate, the lesser of Eligible Charges or the compensation as set forth below.
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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|
Reimbursement Rates |
CPT Code & Description |
Rate per Visit - 2023 |
Rate per Visit - 1/1/2024 to 12/31/2025 |
Commercial |
99422 NON-FACE TO FACE NEW & ESTABLISHED URGENT/ACUTE VISIT |
[**] |
[**] |
99423-GQ ASYNCHRONOUS NEW & ESTABLISHED DERM VISIT |
[**] |
[**] |
99213-GT OFFICE/OUTPATIENT VISIT EST - PSYCH |
[**] |
[**] |
99204 OFFICE/OUTPATIENT VISIT NEW - PSYCH |
[**] |
[**] |
99204-GQ OFFICE/OUTPATIENT VISIT NEW - SLEEP SPEC |
[**] |
[**] |
99214-GT OFFICE/OUTPATIENT VISIT EST - PSYCH |
[**] |
[**] |
99214 OFFICE/OUTPATIENT VISIT EST - SLEEP SPEC |
[**] |
[**] |
95806 SLEEP STUDY UNATT & RESP EFFT |
[**] |
[**] |
90834 BH THERAPY -MIDLEVEL |
[**] |
[**] |
90834 BH THERAPY -MD/PHD |
[**] |
[**] |
0488T DIABETES PREVENTION PROGRAM -0488T after 1st visit with Provider -0488T after 4th visit with Provider -0488T after 8th visit with Provider |
[**] |
[**] |
MUSCULOSKELETAL SERVICES 98975 -Milestone 1 - 1st visit with Provider-Tech Kit & Marketing Engagement services -Milestone 2 - 3 exercises modules with digital platform & unlimited chat with PT coach Platform -Milestone 3 – 6exercise modules with the digital platform & unlimited chat with PT coach 97161 |
Milestone 1 - [**] Milestone 2 & 3 - [**] |
Milestone 1 - [**] Milestone 2 & 3 - [**] |
Medicare Advantage |
99422 NON-FACE TO FACE NEW & ESTABLISHED URGENT/ACUTE VISIT |
[**] |
[**] |
90834 BH THERAPY -MIDLEVEL |
[**] |
[**] |
90834 BH THERAPY -MD/PHD |
[**] |
[**] |
99213-GT OFFICE/OUTPATIENT VISIT EST - PSYCH |
[**] |
[**] |
99204 OFFICE/OUTPATIENT VISIT NEW - PSYCH |
[**] |
[**] |
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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*The Anthem Rate for acute care/urgent care services (currently defined as CPT 99422 but includes any successor code) will be reviewed for a potential rate/visit change, beginning March 1, 2024. The review of the Anthem Rate for acute care/urgent care services will be done March 1, 2024, through April 30, 2024, for an effective date of a potential rate/visit change commencing January 1, 2025. The review will consider a variety of factors, including market conditions, to determine any mutually agreed upon change to the Anthem Rate for acute care/urgent care services as defined above. Any change as in the Anthem Rate, a result of the review, will be subject to mutual consent. If by June 1, 2024, the parties cannot agree to a change, the Anthem Rate will increase to [**]per visit effective January 1, 2025. Provider Access Fee In consideration of the payment of Access Fees (as set forth below), Provider shall provide, and ensure that Members gain prioritized access to Covered Services provided by Participating Providers via Live Health Online, a web-based communications system (“Platform”). Specifically, Provider shall ensure that Participating Providers provide, the following services: 1.1Availability of Participating Providers. Provider shall make available its Participating Providers to Anthem in order to provide Covered Services to Members on the Platform on a 24/7/365 basis during the term of this Agreement. 1.2Qualifications of Participating Providers. Throughout the term of this Agreement, all Participating Providers will be: (i) licensed in the state in which the patient receiving Covered Services is located; (ii) certified by one or more of the American Board of Medical Specialties (ABMS) or the AOA in Internal Medicine, Family Medicine, Pediatrics, Emergency Medicine, or other specialties as may be agreed upon by the parties; (iii) maintain levels of medical malpractice insurance as required by law to provide Covered Services; (iv) credentialed in accordance with NCQA’s CR1-8 standards, including verification of the Participating Provider’s licensure, board certification, malpractice history, controlled substances registration, disciplinary actions, education, work history, Medicare provider status, and other criteria as may be agreed upon from time to time by the parties, (v) hold any state or federal registrations necessary to issue prescriptions; and (vi) trained in the provision of professional medical services in an online setting. 1.3Standards and Requirements. Throughout the term of this Agreement, Provider shall require Participating Providers to: (i) provide Covered Services in a manner consistent with all accepted standards of professional practice; (ii) adhere to all ethical standards and requirements, local, state and federal laws and regulations; (iii) adhere to all terms of use applicable to use of the Platform; (iv) dress professionally and be located in a physical environment conducive to an effective, private conversation when providing the Covered Services; and (v) maintain access to a supported computer and web browser, a high-speed internet connection (DSL, cable modem, T1) and web camera, all in accordance with the Platform’s requirements. Anthem will pay an annual access fee to the Provider for each calendar year of the term of this Agreement in the amounts set forth below. These payments shall be paid annually in advance on the dates set forth below. |
Year |
Payment Date |
Payment Amount |
|
|
|
2023 |
December 15, 2022 |
[**] |
|
|
|
2024 |
December 15, 2023 |
[**] |
2025 |
December 15, 2024 |
[**] |
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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In addition to timely access requirements of the BCC Health Plan, which may be in this Agreement, the provider manual, or Policies the following requirements shall apply. In the event of a conflict, the strictest requirement shall apply. Provider Access Requirements Provider agrees to provide monthly and quarterly supporting reporting for all provider access requirements, subject to audit by Anthem. Urgent care/acute care Visits: •[**]of services under [**] wait (not including requested Providers), for Commercial and Medicare Advantage, calculated separately •Average wait time to equal [**]or less for Commercial and Medicare Advantage, calculated separately •Member drop off percentages: no more than [**] of total connections for Commercial and Medicare Advantage after [**]of wait time |
Provider access requirements will be reported monthly by the Provider to Anthem. If any of the Provider access requirements are not met for two consecutive months, Provider will credit a [**] reduction in the provider access fee on a pro-rated monthly basis which will be applied to the following Dec 15th access fee payment. For Year 2024, the Penalty will be reimbursed to Health Plan, if no Fee is scheduled to be paid December 2024.
Example: If 3 (three) requirements are missed two months in a row for the year, it would be [**] = Penalty
Example: If 1 (one) requirement are missed two months in a row for the year, it would be [**]= Penalty
Behavioral Health Visits:
Provider satisfaction measure: Provider will maintain a patient rated score of their satisfaction with the terapist, or Psychologist for therapy, and Psychiatrist for medical Visits at a minimum score of [**]
Unless otherwise mutually agreed to beyond the initial term, the parties hereto agree that all Provider access fees in place for the previous calendar year of the Agreement shall apply with respect to subsequent one (1) year renewals.
For clarity and notwithstanding anything set forth herein, the parties hereto agree that it shall not constitute a breach of the Agreement to the extent that Provider does not meet the Urgent care/acute care Visits Provider access requirements and Behavioral Health Visit Provider access requirements set forth above. Instead, if Provider is unable to meet those obligations on a monthly or quarterly basis, the parties will meet and Provider shall present a plan designed to meet these obligations on a going forward basis.
MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on of the CMS Medicare fee schedules.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Exhibit 10.4
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
WITH
Online Care Group, P.C.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
1
ANTHEM BLUE CROSS AND BLUE SHIELD
PROVIDER AGREEMENT
This Provider Agreement (hereinafter "Agreement") is made and entered into by and between Rocky Mountain Hospital and Medical Service, Inc., doing business as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing business as HMO Colorado, Anthem Health Plans, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. and Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Kentucky, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Health Plans of Maine, Inc. doing business as Anthem Blue Cross and Blue Shield, RightCHOICE Managed Care, Inc., Anthem Health Plans of New Hampshire, Inc. doing business as Anthem Blue Cross and Blue Shield and Matthew Thornton Health Plan, Inc., Rocky Mountain Hospital and Medical Service, Inc. doing business as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing business as HMO Nevada, Empire HealthChoice HMO, Inc. (d/b/a Empire BlueCross BlueShield HMO or Empire Blue Cross HMO) and Empire HealthChoice Assurance, Inc. (d/b/a Empire BlueCross BlueShield or Empire Blue Cross), Community Insurance Company doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Virginia, Inc. doing business as Anthem Blue Cross and Blue Shield, Blue Cross Blue Shield of Wisconsin doing business as Anthem Blue Cross and Blue Shield, each of which is deemed to be a party to this Agreement as to the Networks and programs set forth on the Provider Networks Attachment in each State Specific Provisions Attachment, and each of which has an independent relationship with Provider (as defined below) (hereinafter each referred to as "Anthem" or the "Anthem Entities") and Online Care Group, P.C. (hereinafter "Provider"). Each Anthem Entity shall be solely responsible and liable for its respective obligations created under this Agreement, and in no case shall any of them be responsible for any obligations of each other. In consideration of the mutual promises and covenants herein contained, the sufficiency of which is acknowledged by the parties, the parties agree as follows:
ARTICLE I
DEFINITIONS
"Affiliate" means any entity that is: (i) owned or controlled, either directly or through a parent or subsidiary entity, by Anthem, or is under common control with Anthem, and (ii) that is identified as an Affiliate on Anthem's designated web site as referenced in the provider manual(s). Unless otherwise set forth in this Agreement, an Affiliate may access the rates, terms and conditions of this Agreement.
"Agency" means a federal, state or local agency, administration, board or other governing body with jurisdiction over the governance or administration of a Health Benefit Plan.
"Anthem Rate" means the lesser of one hundred percent (100%) of Eligible Charges for Covered Services, or the total reimbursement amount that Provider and Anthem have agreed upon as set forth in the Plan Compensation Schedule ("PCS"). The Anthem Rate includes applicable Cost Shares, and shall represent payment in full to Provider for Covered Services.
"Audit" means a post-payment review of the Claim(s) and supporting clinical information reviewed by Anthem to ensure payment accuracy. The review ensures Claim(s) comply with all pertinent aspects of submission and payment including, but not limited to, contractual terms, Regulatory Requirements, Coded Service Identifiers (as defined in the PCS) guidelines and instructions, Anthem medical policies and clinical utilization management guidelines, reimbursement policies, and generally accepted medical practices. Audit does not include medical record review for quality and risk adjustment initiatives, or activities conducted by Anthem's Special Investigation Unit ("SIU").
"Claim" means either the uniform bill claim form or electronic claim form in the format prescribed by Plan submitted by a provider for payment by a Plan for Health Services rendered to a Member.
"CMS" means the Centers for Medicare & Medicaid Services, an administrative agency within the United States Department of Health & Human Services ("HHS").
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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"Cost Share" means, with respect to Covered Services, an amount which a Member is required to pay under the terms of the applicable Health Benefit Plan. Such payment may be referred to as an allowance, coinsurance, copayment, deductible, penalty or other Member payment responsibility, and may be a fixed amount or a percentage of applicable payment for Covered Services rendered to the Member.
"Covered Services" means Medically Necessary Health Services, as determined by Plan and described in the applicable Health Benefit Plan, for which a Member is eligible for coverage.
"Government Contract" means the contract between Anthem and an applicable party, such as an Agency, which governs the delivery of Health Services by Anthem to Member(s) pursuant to a Government Program.
"Government Program" means any federal or state funded program under the Social Security Act, and any other federal, state, county or other municipally funded program or product in which Anthem maintains a contract to furnish services. For purposes of this Agreement, Government Program does not include the Federal Employees Health Benefits Program ("FEHBP"), or any state or local government employer program.
"Health Benefit Plan" means the document(s) that set forth Covered Services, rules, exclusions, terms and conditions of coverage. Such document(s) may include but are not limited to a Member handbook, a health certificate of coverage, or evidence of coverage.
"Health Service" means those services, supplies or items that a health care provider is licensed, equipped and staffed to provide and which he/she/it customarily provides to or arranges for individuals.
"Medically Necessary" or "Medical Necessity" means the definition as set forth in the applicable Participation Attachment(s).
"Member" means any individual who is eligible, as determined by Plan, to receive Covered Services under a Health Benefit Plan. For all purposes related to this Agreement, including all schedules, attachments, exhibits, provider manual(s), notices and communications related to this Agreement, the term "Member" may be used interchangeably with the terms Insured, Covered Person, Covered Individual, Enrollee, Subscriber, Dependent Spouse/Domestic Partner, Child, Beneficiary or Contract Holder, and the meaning of each is synonymous with any such other.
"Network" means a group of providers that support, through a direct or indirect contractual relationship, one or more product(s) and/or program(s) in which Members are enrolled.
"Other Payors" means persons or entities, pursuant to an agreement with Anthem or an Affiliate, that access the rates, terms or conditions of this Agreement with respect to certain Network(s), excluding Government Programs unless otherwise set forth in any Participation Attachment(s) for Government Programs. Other Payors include, without limitation, other Blue Cross and/or Blue Shield Plans that are not Affiliates, and employers or insurers providing Health Benefit Plans pursuant to partially or wholly insured, self-administered or self-insured programs.
"Participating Provider" means a person or entity, or an employee or subcontractor of such person or entity, that is party to an agreement to provide Covered Services to Members that has met all applicable Plan credentialing requirements, standards of participation and accreditation requirements for the services the Participating Provider provides, and that is designated by Plan to participate in one or more Network(s).
"Participation Attachment(s)" means the document(s) attached hereto and incorporated herein by reference, and which identifies the additional duties and/or obligations related to Network(s), Government Program(s), Health Benefit Plan(s), and/or Plan programs such as quality and/or incentive programs. The Provider Networks Attachment in each State Specific Provisions Attachment identifies the Networks and programs to
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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which the Provider participates for a particular Anthem Entity, subject to the terms and conditions of this Agreement, including the terms set forth in such Participation Attachment.
"Plan" means the applicable Anthem Entity, an Affiliate, and/or an Other Payor. For purposes of this Agreement, when the term "Plan" applies to an entity other than Anthem, "Plan" shall be construed to only mean such entity (i.e., the financially responsible Affiliate or Other Payor under the Member's Health Benefit Plan). When the term Anthem or Anthem Entity is used herein, it shall mean only the applicable Anthem Entity that is financially responsible. Each Plan shall be solely responsible and liable for their respective obligations created under this Agreement and in no case shall any of them be responsible for any obligations of each other.
"Plan Compensation Schedule" ("PCS") means the document(s) attached hereto and incorporated herein by reference, and which sets forth the Anthem Rate(s) and compensation related terms for the Network(s) in which Provider participates. The PCS may include additional Provider obligations and specific Anthem compensation related terms and requirements.
"Regulatory Requirements" means any requirements, as amended from time to time, imposed by applicable federal, state or local laws, rules, regulations, guidelines, instructions, Government Contract, or otherwise imposed by an Agency or government regulator in connection with the procurement, development or operation of a Health Benefit Plan, or the performance required by either party under this Agreement. The omission from this Agreement of an express reference to a Regulatory Requirement applicable to either party in connection with their duties and responsibilities shall in no way limit such party's obligation to comply with such Regulatory Requirement.
"State Specific Provisions Attachment" means the document(s), if any, attached hereto, which identifies provisions specific to the individual state and are required by the Plan, by statute, or by regulation. The State Specific Provisions Attachment contains the Provider Networks Attachment that identifies the Networks and programs to which the Provider participates for a particular Anthem Entity, subject to the terms and conditions of this Agreement, including the terms set forth in any applicable Participation Attachment.
ARTICLE II
SERVICES/OBLIGATIONS
2.1Member Identification. Anthem shall ensure that Plan provides a means of identifying Member either by issuing a paper, plastic, electronic, or other identification document to Member or by a telephonic, paper or electronic communication to Provider. This identification need not include all information necessary to determine Member's eligibility at the time a Health Service is rendered, but shall include information necessary to contact Plan to determine Member's participation in the applicable Health Benefit Plan. Provider acknowledges and agrees that possession of such identification document or ability to access eligibility information telephonically or electronically, in and of itself, does not qualify the holder thereof as a Member, nor does the lack thereof mean that the person is not a Member.
2.2Provider Non-discrimination. Provider shall provide Health Services to Members in a manner similar to and within the same time availability in which Provider provides Health Services to any other individual. Provider will not differentiate, or discriminate against any Member as a result of his/her enrollment in a Health Benefit Plan, or because of race, color, creed, national origin, ancestry, religion, sex, marital status, age, disability, payment source, state of health, need for Health Services, status as a litigant, status as a Medicare or Medicaid beneficiary, sexual orientation, gender identity, or any other basis prohibited by law. Provider shall not be required to provide any type, or kind of Health Service to Members that he/she/it does not customarily provide to others. Additional requirements may be set forth in the applicable Participation Attachment(s).
2.3Publication and Use of Provider Information. Provider agrees that Anthem, Plans or their designees may use, publish, disclose, and display, for commercially reasonable general business purposes, either directly
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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or through a third party, information related to Provider, including but not limited to demographic information, information regarding credentialing, affiliations, performance data, Anthem Rates, and information related to Provider for transparency initiatives.
2.4Use of Symbols and Marks. Neither party to this Agreement shall publish, copy, reproduce, or use in any way the other party's symbols, service mark(s) or trademark(s) without the prior written consent of such other party. Notwithstanding the foregoing, the parties agree that they may identify Provider as a participant in the Network(s) in which he/she/it participates.
2.5Submission and Adjudication of Claims. Provider shall submit, and Plan shall adjudicate, Claims in accordance with the applicable Participation Attachment(s), the PCS, the provider manual(s) and Regulatory Requirements. If Provider submits Claims prior to receiving notice of Anthem's approval pursuant to section 2.13, then such Claims shall be processed as out of network and Plan may not make retroactive adjustments with respect to such Claims.
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Anthem Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Anthem Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Anthem Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit from, seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Anthem or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Anthem or an Affiliate. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
2.6.2.1Cost Shares, if applicable;
2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, or experimental/investigational;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
c)The waiver notifies the Member of the approximate cost of the Health Service;
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her utilization management program pursuant to his her/her Health Benefit Plan, except when Provider has been designated by Anthem to comply with utilization management for the Health Services provided by Provider to the Member.
2.7Recoupment/Offset/Adjustment for Overpayments. Anthem shall be entitled to offset and recoup an amount equal to any overpayments or improper payments made by Anthem to Provider against any payments due and payable by Anthem to Provider with respect to any Health Benefit Plan under this Agreement. Provider shall voluntarily refund all duplicate or erroneous Claim payments regardless of the cause, including, but not limited to, payments for Claims where the Claim was miscoded, non-compliant with industry standards, or otherwise billed in error, whether or not the billing error was fraudulent, abusive or wasteful. Upon determination by Anthem that any recoupment, improper payment, or overpayment is due from Provider, Provider must refund the amount to Anthem within thirty (30) days of when Anthem notifies Provider. If such reimbursement is not received by Anthem within the thirty (30) days following the date of such notice, Anthem shall be entitled to offset such overpayment against any Claims payments due and payable by Anthem to Provider under any Health Benefit Plan in accordance with Regulatory Requirements. In such event, Provider agrees that all future Claim payments applied to satisfy Provider's repayment obligation shall be deemed to have been paid in full for all purposes, including section 2.6.1. Should Provider disagree with any determination by Plan that Provider has received an overpayment, Provider shall have the right to appeal such determination under Anthem's procedures set forth in the provider manual, and such appeal shall not suspend Anthem's right to recoup the overpayment amount during the appeal process, unless suspension of the right to recoup is otherwise required by Regulatory Requirements. Anthem reserves the right to employ a third party collection agency in the event of non-payment.
2.8Use of Subcontractors. Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Anthem's provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of material modifications thereto.
2.10Referral Incentives/Kickbacks. Provider represents and warrants that Provider does not give, provide, condone or receive any incentives or kickbacks, monetary or otherwise, in exchange for the referral of a Member, and if a Claim for payment is attributable to an instance in which Provider provided or received an incentive or kickback in exchange for the referral, such Claim shall not be payable and, if paid in error, shall be refunded to Anthem.
2.11Networks and Provider Panels. Provider shall be eligible to participate only in those Networks designated on the Provider Networks Attachment of this Agreement. Provider shall not be recognized as a Participating
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Provider in such Networks until the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements. Provider acknowledges that Plan may develop, discontinue, or modify new or existing Networks, products and/or programs. In addition to those Networks designated on the Provider Networks Attachment, Anthem may also identify Provider as a Participating Provider in additional Networks, products and/or programs designated in writing from time to time by Anthem. The terms and conditions of Provider's participation as a Participating Provider in such additional Networks, products and/or programs shall be on the terms and conditions as set forth in this Agreement unless otherwise agreed to in writing by Provider and Anthem.
In addition to and separate from Networks that support some or all of Plan's products and/or programs (e.g., HMO, PPO and Indemnity products), Provider further acknowledges that certain Health Services, including by way of example only, laboratory or behavioral health services, may be provided exclusively by designated Participating Providers (a "Health Services Designated Network"), as determined by Plan. Provider agrees to refer Members to such designated Participating Providers in a Health Services Designated Network for the provision of certain Health Services, even if Provider performs such services. Notwithstanding any other provision in this Agreement, if Provider provides a Health Service to a Member for which Provider is not a designated Participating Provider in a Health Services Designated Network, then Provider agrees that he/she/it shall not be reimbursed for such services by Anthem, Plan or the Member, unless Provider was authorized to provide such Health Service by Plan.
2.12Change in Provider Information. Provider shall immediately send written notice, in accordance with the Notice section of this Agreement, to Anthem of:
2.12.1Any legal, governmental, or other action or investigation involving Provider which could affect Provider's credentialing status with Plan, or materially impair the ability of Provider to carry out his/her/its duties and obligations under this Agreement, except for temporary emergency diversion situations; or
2.12.2Any change in Provider accreditation, affiliation, hospital privileges (if applicable), insurance, licensure, certification or eligibility status, or other relevant information regarding Provider's practice or status in the medical community.
2.13Provider Credentialing, Standards of Participation and Accreditation. Provider warrants that he/she/it meets all applicable Plan credentialing requirements, standards of participation, and accreditation requirements for the Networks in which Provider participates. A description of the applicable credentialing requirements, standards of participation, and accreditation requirements, are set forth in the provider manual(s) and/or in the PCS. Provider acknowledges that until such time as Provider has been determined to have fully met Plan's credentialing requirements, standards of participation, and accreditation requirements, as applicable, Provider shall not be entitled to the benefits of participation under this Agreement, including without limitation the Anthem Rates set forth in the PCS attached hereto.
2.14Adjustment Requests. If Provider believes a Claim has been improperly adjudicated for a Covered Service for which Provider timely submitted a Claim to Plan, Provider must submit a request for an adjustment to Plan in accordance with the provider manual(s).
2.15Provision and Supervision of Services. In no way shall Anthem or Plan be construed to be providers of Health Services or responsible for, exercise control, or have direction over the provision of such Health Services. Provider shall be solely responsible to the Member for treatment, medical care, and advice with respect to the provision of Health Services. Provider agrees that all Health Services provided to Members under this Agreement shall be provided by Provider or by a qualified person under Provider's direction. Provider warrants that any nurses or other health professionals employed by or providing services for Provider shall be duly licensed or certified under applicable law. In addition, nothing herein shall be construed as authorizing or permitting Provider to abandon any Member.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.16Coordination of Benefits/Subrogation. Subject to Regulatory Requirements, Provider agrees to cooperate with Plan regarding subrogation and coordination of benefits, as set forth in Policies and the provider manual(s), and to notify Plan promptly after receipt of information regarding any Member who may have a Claim involving subrogation or coordination of benefits.
2.17Cost Effective Care. Provider shall provide Covered Services in the most cost effective, clinically appropriate setting and manner. In addition, in accordance with the provider manual(s) and Policies, Provider shall utilize Participating Providers, and when Medically Necessary or appropriate, refer and transfer Members to Participating Providers for all Covered Services, including but not limited to specialty, laboratory, ancillary and supplemental services.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE III
CONFIDENTIALITY/RECORDS
3.1Proprietary and Confidential Information. Except as otherwise provided herein, all information and material provided by either party in contemplation of or in connection with this Agreement remains proprietary and confidential to the disclosing party. This Agreement, including but not limited to the Anthem Rates, is Anthem's proprietary and confidential information. Neither party shall disclose any information proprietary or confidential to the other, or use such information or material except: (1) as otherwise set forth in this Agreement; (2) as may be required to perform obligations hereunder; (3) as required to deliver Health Services or administer a Health Benefit Plan; (4) to Plan or its designees; (5) upon the express written consent of the parties; or (6) as required by Regulatory Requirements. Notwithstanding the foregoing, either party may disclose such information to its legal advisors, lenders and business advisors, provided that such legal advisors, lenders and business advisors agree to maintain confidentiality of such information. Provider and Anthem shall each have a system in place that meets all applicable Regulatory Requirements to protect all records and all other documents relating to this Agreement which are deemed confidential by law. Any disclosure or transfer of proprietary or confidential information by Provider or Anthem will be in accordance with applicable Regulatory Requirements. Provider shall immediately notify Anthem if Provider is required to disclose any proprietary or confidential information at the request of an Agency or pursuant to any federal or state freedom of information act request.
3.2Confidentiality of Member Information. Both parties agree to comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and as both may be amended, as well as any other applicable Regulatory Requirements regarding confidentiality, use, disclosure, security and access of the Member's personally identifiable information ("PII") and protected health information ("PHI"), (collectively "Member Information"). Provider shall review all Member Information received from Anthem to ensure no misrouted Member Information is included. Misrouted Member Information includes but is not limited to, information about a Member that Provider is not currently treating. Provider shall immediately destroy any misrouted Member Information or safeguard the Member Information for as long as it is retained. In no event shall Provider be permitted to misuse or re- disclose misrouted Member Information. If Provider cannot destroy or safeguard misrouted Member Information, Provider must contact Anthem to report receipt of misrouted Member Information.
3.3Network Provider/Patient Discussions. Notwithstanding any other provision in this Agreement and regardless of any benefit or coverage exclusions or limitations associated with a Health Benefit Plan, Provider shall not be prohibited from discussing fully with a Member any issues related to the Member's health including recommended treatments, treatment alternatives, treatment risks and the consequences of any benefit coverage or payment decisions made by Plan or any other party. In addition, nothing in this Agreement shall be construed to, create any financial incentive for Provider to withhold Covered Services, or prohibit Provider from disclosing to the Member the general methodology by which Provider is compensated under this Agreement, such as for example, whether Provider is paid on a fee for service, capitation or Percentage Rate basis. Plan shall not refuse to allow or to continue the participation of any otherwise eligible provider, or refuse to compensate Provider in connection with services rendered, solely because Provider has in good faith communicated with one or more of his/her/its current, former or prospective patients regarding the provisions, terms or requirements of a Health Benefit Plan as they relate to the health needs of such patient. Nothing in this section shall be construed to permit Provider to disclose Anthem Rates or specific terms of the compensation arrangement under this Agreement.
3.4Plan Access to and Requests for Provider Records. Provider and its designees shall comply with all applicable state and federal record keeping and retention requirements, and, as set forth in the provider manual(s) and/or Participation Attachment(s), shall permit Plan or its designees to have, with appropriate working space and without charge, on-site access to and the right to perform an Audit, examine, copy,
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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excerpt and transcribe any books, documents, papers, and records related to Member's medical and billing information within the possession of Provider and inspect Provider's operations, which involve transactions relating to Members and as may be reasonably required by Plan in carrying out its responsibilities and programs including, but not limited to, assessing quality of care, complying with quality initiatives/measures, Medical Necessity, concurrent review, appropriateness of care, accuracy of Claims coding and payment, risk adjustment assessment as described in the provider manual(s), including but not limited to completion of the Encounter Facilitation Form (also called the "SOAP" note), compliance with this Agreement, and for research. In lieu of on-site access, at Plan's request, Provider or its designees shall submit records to Plan, or its designees via photocopy or electronic transmittal, within thirty (30) days, at no charge to Plan from either Provider or its designee. Provider shall make such records available to the state and federal authorities involved in assessing quality of care or investigating Member grievances or complaints in compliance with Regulatory Requirements. Provider acknowledges that failure to submit records to Plan in accordance with this provision and/or the provider manual(s), and/or Participation Attachment(s) may result in a denial of a Claim under review, whether on pre-payment or post-payment review, or a payment retraction on a paid Claim, and Provider is prohibited from balance billing the Member in any of the foregoing circumstances.
3.5Transfer of Medical Records. Following a request, Provider shall transfer a Member's medical records in a timely manner, or within such other time period required under applicable Regulatory Requirements, to other health care providers treating a Member at no cost to Anthem, Plan, the Member, or other treating health care providers.
3.6Clinical Data Sharing. Anthem and Provider desire to collaborate by sharing data, including Member Information, to enhance certain health care operations activities, primarily to help improve quality and efficiency of health care. Each party's access to better clinical and administrative data is critical to the mutual goal of Anthem and Provider improving health care quality as it relates to their respective Members and patients. Therefore and upon request, Provider agrees to provide data to Anthem for treatment purposes, for payment purposes, for health care operations purposes consistent with those enumerated in the first two paragraphs of the health care operations definition in HIPAA (45 CFR 164.501), or for purposes of health care fraud and abuse detection or compliance. Provider shall provide data as set forth in Policies or the provider manual(s), as applicable.
ARTICLE IV
INSURANCE
4.1Anthem Insurance. Anthem shall self-insure or maintain insurance as required under applicable Regulatory Requirements to insure Anthem and its employees, acting within the scope of their duties.
4.2Provider Insurance. Provider shall self-insure or maintain insurance in types and amounts reasonably determined by Provider, or as required under applicable Regulatory Requirements.
ARTICLE V
RELATIONSHIP OF THE PARTIES
5.1Relationship of the Parties. For purposes of this Agreement, Anthem and Provider are and will act at all times as independent contractors. Nothing in this Agreement shall be construed, or be deemed to create, a relationship of employer or employee or principal and agent, partnership, joint venture, or any relationship other than that of independent entities contracting with each other for the purposes of effectuating this Agreement.
5.2Provider Representations and Warranties. Provider represents and warrants that it is the duly authorized agent of, and has the corporate power and authority to, execute and deliver this Agreement on its own behalf, and as agent for any other individuals or entities that are owned, employed or contracted with or by Provider to provide services under this Agreement. Accordingly, if Provider is a partnership, corporation, or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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any other entity, other than an individual, all references herein to "Provider" may also mean and refer to each individual within such entity who Provider certifies is contracted or employed by Provider, and who has applied for and been accepted by Plan as a Participating Provider. Provider further certifies that individuals or entities that are owned, employed or contracted with Provider agree to comply with the terms and conditions of this Agreement.
ARTICLE VI
INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1Indemnification. Anthem and Provider shall each indemnify, defend and hold harmless the other party, and his/her/its directors, officers, employees, agents and subsidiaries, from and against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys' fees and costs) arising from third party claims resulting from the indemnifying party's failure to perform his/her/its obligations under this Agreement, and/or the indemnifying party's violation of any law, statute, ordinance, order, standard of care, rule or regulation. The obligation to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, allowing the indemnifying party to control the defense and settlement of such claim, provided however that the indemnifying party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or imposes any restrictions or obligations on an indemnified party without that indemnified party's prior written consent which will not be unreasonably withheld, and cooperating fully with the indemnifying party in connection with such defense and settlement.
6.2Limitation of Liability. Regardless of whether there is a total and fundamental breach of this Agreement or whether any remedy provided in this Agreement fails of its essential purpose, in no event shall either of the parties hereto be liable for any amounts representing loss of revenues, loss of profits, loss of business, the multiple portion of any multiplied damage award, or incidental, indirect, consequential, special or punitive damages, whether arising in contract, tort (including negligence), or otherwise regardless of whether the parties have been advised of the possibility of such damages, arising in any way out of or relating to this Agreement. Further, in no event shall Plan be liable to Provider for any extracontractual damages relating to any claim or cause of action assigned to Provider by any person or entity.
ARTICLE VII
DISPUTE RESOLUTION AND ARBITRATION
7.1Dispute Resolution. All disputes between an Anthem Entity and Provider arising out of or related in any manner to this Agreement shall be resolved using the dispute resolution and arbitration procedures as set forth below. Provider shall exhaust any other applicable provider appeal/provider dispute resolution procedures under this Agreement, specifically timely compliance with the particular Anthem Entity's provider appeal process, and any applicable exhaustion requirements imposed by Regulatory Requirements as a condition precedent to Provider's right to pursue the dispute resolution and arbitration procedures as set forth below.
7.1.1In order to invoke the dispute resolution procedures in this Agreement, a party first shall send to the other party a written demand letter that contains a detailed description of the dispute and all relevant underlying facts, a detailed description of the amount(s) in dispute and how they have been calculated and any other information that the Anthem provider manual(s) may require Provider to submit with respect to such dispute. If the total amount in dispute as set forth in the demand letter is less than two hundred thousand dollars ($200,000), exclusive of interest, costs, and attorneys' fees, then within twenty (20) days following the date on which the receiving party receives the demand letter, representatives of each party's choosing shall meet to discuss the dispute in person or telephonically in an effort to resolve the dispute. If the total amount in dispute as set forth in the demand letter is two hundred thousand dollars ($200,000) or more, exclusive of
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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interest, costs, and attorneys' fees, then within ninety (90) days following the date of the demand letter, the parties shall engage in non-binding mediation in an effort to resolve the dispute unless both parties agree in writing to waive the mediation requirement. The parties shall mutually agree upon a mediator, and failing to do so, Judicial Arbitration and Mediation Services ("JAMS") shall be authorized to appoint a mediator.
7.2Arbitration. Any dispute within the scope of subsection 7.1.1 that remains unresolved at the conclusion of the applicable process outlined in subsection 7.1.1 shall be resolved by binding arbitration in the manner as set forth below. Except to the extent as set forth below, the arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, provided, however, that the parties may agree in writing to further modify the JAMS Comprehensive Arbitration Rules and Procedures. The parties agree to be bound by the findings of the arbitrator(s) with respect to such dispute, subject to the right of the parties to appeal such findings as set forth herein. No arbitration demand shall be filed until after the parties have completed the dispute resolution efforts described in section 7.1 above. If the dispute resolution efforts described in section 7.1 cannot be completed within the deadlines specified for such efforts despite the parties' good faith efforts to meet such deadlines, such deadlines may be extended as necessary upon mutual agreement of the parties. Enforcement of this arbitration clause, including the waiver of class actions, shall be determined under the Federal Arbitration Act ("FAA"), including the FAA's preemptive effect on state law. The parties agree that the arbitration shall be conducted on a confidential basis pursuant to Rule 26 of the JAMS Comprehensive Arbitration Rules and Procedures. Subject to any disclosures that may be required or requested under Regulatory Requirements, the parties further agree that they shall maintain the confidential nature of the arbitration, including without limitation, the existence of the arbitration, information exchanged during the arbitration, and the award of the arbitrator(s). Nothing in this provision, however, shall preclude either party from disclosing any such details regarding the arbitration to its accountants, auditors, brokers, insurers, reinsurers or retrocessionaires.
7.2.1Location of Arbitration. The arbitration hearing shall be held in the city and state in which the principal office of the applicable Anthem Entity is located. Notwithstanding the foregoing, both parties can agree in writing to hold the arbitration hearing in some other location.
7.2.2Selection and Replacement of Arbitrator(s). If the total amount in dispute with the party is less than four million dollars ($4,000,000), exclusive of interest, costs, and attorneys' fees, the dispute shall be decided by a single arbitrator selected, and replaced when required, in the manner described in the JAMS Comprehensive Arbitration Rules and Procedures. If the total amount in dispute is four million dollars ($4,000,000) or more, exclusive of interest, costs, and attorneys' fees, the dispute shall be decided by an arbitration panel consisting of three (3) arbitrators, unless the parties agree in writing that the dispute shall be decided by a single arbitrator.
7.2.3Appeal. If the total amount of the arbitration award with the party is five million dollars ($5,000,000) or more, inclusive of interest, costs, and attorneys' fees, or if the arbitrator(s) issues an injunction against a party, the parties shall have the right to appeal the decision of the arbitrator(s) pursuant to the JAMS Optional Arbitration Appeal Procedure. A decision that has been appealed shall not be enforceable while the appeal is pending. In reviewing a decision of the arbitrator(s), the appeal panel shall apply the same standard of review that a United States Court of Appeals would apply in reviewing a similar decision issued by a United States District Court in the jurisdiction in which the arbitration hearing was held.
7.2.4Waiver of Certain Claims. The parties, on behalf of themselves and those that they may now or hereafter represent, each agree to and do hereby waive any right to join or consolidate claims in arbitration by or against other individuals or entities or to pursue, on a class basis, any dispute; provided however, if there is a dispute regarding the applicability or enforcement of the waiver provision in this subsection 7.2.4, that dispute shall be decided by a court of competent jurisdiction. If a court of competent jurisdiction determines that such waiver is unenforceable for any reason
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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with respect to a particular dispute, then the parties agree that section 7.2 shall not apply to such dispute and that such dispute shall be decided instead in a court of competent jurisdiction.
7.2.5Limitations on Injunctive Relief. Each Anthem Entity on the one hand, and the Provider on the other hand, on behalf of themselves and those that they may now or hereafter represent, each agree that any injunctive relief sought against the other party shall be limited to the conduct relevant to the parties to the arbitration and shall not be sought for the benefit of individuals or entities who are not parties to the arbitration. The arbitrator(s) are not authorized to issue injunctive relief for the benefit of an individual or entity who is not a party to the arbitration. The arbitrator shall be limited to issuing injunctive relief related to the specific issues in the arbitration.
7.3Attorney's Fees and Costs. The shared fees and costs of the non-binding mediation and arbitration (e.g. fee of the mediator, fee of the independent arbitrator) will be shared equally between the Anthem Entity that is party to the dispute on the one hand, and the Provider on the other hand. Each party shall be responsible for the payment of its own specific fees and costs (e.g. the party's own attorney's fees, the fees of the party selected arbitrator, etc.) and any costs associated with conducting the non-binding mediation or arbitration that the party chooses to incur (e.g. expert witness fees, depositions, etc.). Notwithstanding this provision, the arbitrator may issue an order in accordance with Federal Rule of Civil Procedure Rule 11.
7.4Period of Limitations. Unless otherwise provided for in this Agreement, or a Participation Attachment(s), neither party shall commence any action at law or equity, including but not limited to, an arbitration demand, against the other to recover on any legal or equitable claim arising out of this Agreement ("Action") more than two (2) years after the events which gave rise to such Action; provided, however, this two (2) year limitation shall not apply to Actions by Anthem against Provider related to fraud, waste or abuse which shall be subject to the period of limitations set forth in applicable Regulatory Requirements. In the situation where Provider believes that Anthem underpaid a Claim, the Action arises on the date when Anthem first denies the Claim or first pays the Claim in an amount less than expected by Provider. In the situation where Anthem believes that it overpaid a Claim, the Action arises when Provider first contests in writing Anthem's notice to it that the overpayment was made. The deadline for initiating an Action shall not be tolled by the appeal process, provider dispute resolution process or any other administrative process. To the extent an Action is timely commenced, it will be administered in accordance with Article VII of this Agreement.
ARTICLE VIII
TERM AND TERMINATION
8.1Term of Agreement. This Agreement shall commence at 12:01 AM on January 1, 2023 for a term of 3 (three) year(s), January 1, 2023 until December 31, 2025, and shall continue automatically in effect thereafter for consecutive one (1) year terms unless otherwise terminated as provided herein.
8.2Termination Without Cause. At any time, either party may terminate this Agreement without cause with such termination to be effective on or after the expiration date of the Initial Term or any renewal term that may then be existing, by giving at least three hundred and sixty-five (365) days prior written notice of termination to the other party prior to the completion of the Initial Term or renewal term, as applicable. Thus, the effective date of any termination of this Agreement without cause cannot be prior to December 31, 2025, which is the date of expiration of the Initial Term.
8.2.1This provision intentionally left blank.
8.2.2An Anthem Entity may terminate its participation in this Agreement by providing at least sixty (60) days prior written notice of termination to Provider, without affecting continued participation of the other Anthem Entities.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.3Breach of Agreement. Except for circumstances giving rise to the Immediate Termination section, if either party fails to comply with or perform when due any material term or condition of this Agreement, the other party shall notify the breaching party of its breach in writing stating the specific nature of the material breach, and the breaching party shall have thirty (30) days to cure the breach. If the breach is not cured to the reasonable satisfaction of the non-breaching party within said thirty (30) day period, the non-breaching party may terminate this Agreement by providing written notice of such termination to the other party. The effective date of such termination shall be no sooner than sixty (60) days after such notice of termination.
8.4Immediate Termination.
8.4.1This Agreement or any Participation Attachment(s) may be terminated immediately by Anthem if:
8.4.1.1Provider commits any act or conduct for which his/her/its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations or to provide Health Services are lost or voluntarily surrendered in whole or in part; or
8.4.1.2Provider commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which Provider submits to Anthem or to a third party; or
8.4.1.3Provider files a petition in bankruptcy for liquidation or reorganization by or against Provider, if Provider becomes insolvent, or makes an assignment for the benefit of its creditors without Anthem's written consent, or if a receiver is appointed for Provider or its property; or
8.4.1.4Provider's insurance coverage as required by this Agreement lapses for any reason; or
8.4.1.5Provider fails to maintain compliance with Plan's applicable credentialing requirements, accreditation requirements or standards of participation; or
8.4.1.6Intentionally omitted
8.4.1.7Intentionally omitted
8.4.1.8Provider and/or his/her/its employees, contractors, subcontractors, or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program, and in the case of an employee, contractor, subcontractor or agent, Provider fails to remove such individual from responsibility for, or involvement with, the Provider's business operations related to this Agreement, or if Provider has voluntarily withdrawn his/her/its participation in any Government Program as the result of a settlement agreement; or
8.4.1.9Provider is convicted or has been finally adjudicated to have committed a felony or misdemeanor, other than a non-DUI related traffic violation.
8.4.2This Agreement may be terminated immediately by Provider if:
8.4.2.1Anthem commits any act or conduct for which its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations are lost or voluntarily surrendered in whole or in part; or
8.4.2.2Anthem commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which it submits to Provider or to a third party; or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.4.2.3Anthem files for bankruptcy, or if a receiver is appointed.
8.4.3If Anthem reasonably believes based on an individual provider's conduct or inaction, or allegations of such conduct or inaction that the well being of patients may be jeopardized, or an individual provider has been abusive to a Member, an Anthem employee or representative, Anthem reserves the right to terminate individual providers from any or all Network(s) under the terms of this Article VIII while continuing the Agreement for one or more providers in a group.
8.6Transactions Prior to Termination. Except as otherwise set forth in this Agreement, termination shall have no effect on the rights and obligations of the parties arising out of any transaction under this Agreement occurring prior to the date of such termination.
8.7Continuation of Care Upon Termination. If this Agreement or any Participation Attachment terminates for any reasons other than one of the grounds set forth in the "Immediate Termination" section, then Provider shall, at Anthem's discretion, continue to provide Covered Services to all designated Members under this Agreement or any terminating Participation Attachment, as applicable, in accordance with Regulatory Requirements. During such continuation period, Provider agrees to: (i) accept reimbursement from Anthem for all Covered Services furnished hereunder in accordance with this Agreement and at the rates set forth in the PCS attached hereto; and (ii) adhere to Anthem's Policies, including but not limited to, Policies regarding quality assurance requirements, referrals, pre-authorization and treatment planning.
8.8Survival. The provisions of this Agreement set forth below shall survive termination or expiration of this Agreement or any Participation Attachment(s):
8.8.1Publication and Use of Provider Information;
8.8.2Payment in Full and Hold Harmless;
8.8.3Recoupment/Offset/Adjustment for Overpayments;
8.8.4Confidentiality/Records;
8.8.5Indemnification and Limitation of Liability;
8.8.6Dispute Resolution and Arbitration;
8.8.7Continuation of Care Upon Termination; and
8.8.8Any other provisions required in order to comply with Regulatory Requirements.
ARTICLE IX
GENERAL PROVISIONS
9.1Amendment. Except as otherwise provided for in this Agreement or the applicable Participation Attachment(s), Anthem retains the right to amend this Agreement and any attachments or addenda (with the exception of the Anthem Rate or any compensation related provisions set forth herein which may only be amended by mutualy written consent) by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or one hundred eighty (180) days from the date Provider has provided notice of his/her/its intention to terminate
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
9.2Assignment. This Agreement may not be assigned by Provider without the prior written consent of Anthem. Any assignment by Provider without such prior consent shall be voidable at the sole discretion of Anthem. Anthem may assign this Agreement in whole or in part. In the event of a partial assignment of this Agreement by Anthem, the obligations of the Provider shall be performed for Anthem with respect to the part retained and shall be performed for Anthem's assignee with respect to the part assigned, and such assignee is solely responsible to perform all obligations of Anthem with respect to the part assigned. The rights and obligations of the parties hereunder shall inure to the benefit of, and shall be binding upon, any permitted successors and assigns of the parties hereto.
9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered by Provider at the Provider's location(s) on file with Anthem. Anthem may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its locations, business or operations, corporate form or status, tax identification number, or similar demographic information; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.3.3Provider shall use best efforts to provide Anthem with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in mailing address.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
9.4Definitions. Unless otherwise specifically noted, the definitions as set forth in Article I of this Agreement will have the same meaning when used in any attachment, the provider manual(s) and Policies.
9.5Entire Agreement. This Agreement, exhibits, attachments, appendices, and amendments hereto, and the provider manual(s), together with any items incorporated herein by reference, constitute the entire understanding between the parties and supersedes all prior oral or written agreements between them with respect to the matters provided for herein. If there is an inconsistency between any of the provisions of this Agreement and the provider manual(s), then, this Agreement shall govern. In addition, if there is an inconsistency between the terms of this Agreement and the terms provided in any attachment to this Agreement, then the terms provided in that attachment shall govern.
9.6Force Majeure. Neither party shall be deemed to be in violation of this Agreement if such party is prevented from performing any of his/her/its obligations hereunder due to natural or man-made disasters, including fire, flood, earthquake, terrorism, or any similar unforeseeable act beyond its reasonable control, acts of any public enemy, statutory or other laws, regulations, rules, orders, or actions of the federal, state, or local government or any agency thereof.
9.7Compliance with Regulatory Requirements. Anthem and Provider agree to comply with all applicable Regulatory Requirements, as amended from time to time, relating to their obligations under this Agreement, and maintain in effect all permits, licenses and governmental and board authorizations and approvals as necessary for business operations. Provider warrants that as of the Effective Date, he/she/it is and shall remain licensed and certified for the term of this Agreement in accordance with all Regulatory Requirements (including those applicable to utilization review and Claims payment) relating to the provision of Health Services to Members. Provider shall supply evidence of such licensure, compliance and certifications to Anthem upon request. If there is a conflict between this section and any other provision in this Agreement, then this section shall control.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.7.1In addition to the foregoing, Provider warrants and represents that at the time of entering into this Agreement, neither he/she/it nor any of his/her/its employees, contractors, subcontractors, principals or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program ("Ineligible Person"). Provider shall remain continuously responsible for ensuring that his/her/its employees, contractors, subcontractors, principals or agents are not Ineligible Persons. If Provider or any employees, subcontractors, principals or agents thereof becomes an Ineligible Person after entering into this Agreement or otherwise fails to disclose his/her/its Ineligible Person status, Provider shall have an obligation to (1) immediately notify Anthem of such Ineligible Person status and (2) within ten (10) days of such notice, remove such individual from responsibility for, or involvement with, Provider's business operations related to this Agreement.
9.8Governing Law. This is a multi-party health plan agreement where each health plan, each Anthem Entity, has an independent agreement with the Provider. The governing law of the state of the applicable Anthem Entity that is in a dispute with the Provider shall govern any such dispute, unless such state laws are otherwise preempted by federal law. However, coverage issues specific to a Health Benefit Plan are governed by the state laws where the Health Benefit Plan is issued, unless such state laws are otherwise preempted by federal law.
9.9Intent of the Parties. It is the intent of the parties that this Agreement is to be effective only in regards to their rights and obligations with respect to each other; it is expressly not the intent of the parties to create any independent rights in any third party or to make any third party a third party beneficiary of this Agreement, except to the extent specified in the Payment in Full and Hold Harmless section of this Agreement, or in a Participation Attachment(s).
9.10Non-Exclusive Participation. None of the provisions of this Agreement shall prevent Provider or Plan from participating in or contracting with any provider, preferred provider organization, health maintenance organization/health insuring corporation, or any other health delivery or insurance program. Provider acknowledges that Plan does not warrant or guarantee that Provider will be utilized by any particular number of Members.
9.11Notice. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be delivered by hand, facsimile, electronic mail, or mail. Notice shall be deemed to be effective: (a) when delivered by hand, (b) upon transmittal when transmitted by facsimile transmission or by electronic mail, (c) upon receipt by registered or certified mail, postage prepaid, (d) on the next business day if transmitted by national overnight courier, or (e) if sent by regular mail, five (5) days from the date set forth on the correspondence. Unless specified otherwise in writing by a party, Anthem shall send Provider notice to an address that Anthem has on file for Provider, and Provider shall send Anthem notice to Anthem's address as set forth on the signature page. Notwithstanding the foregoing, and unless otherwise required by Regulatory Requirements, Anthem may post updates to its provider manual(s) and Policies on its web site. Any notice given by Provider to Anthem, except notice of termination, shall be deemed to be notice to all Anthem Entities, unless Provider's notice specifically states otherwise. Any notice given by Anthem to Provider, except notice of termination, shall be deemed to be notice from all Anthem Entities, unless Anthem's notice specifically states otherwise.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.12Severability. In case any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the remaining provisions shall be construed liberally in order to effectuate the purposes hereof, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If one or more provisions of the Agreement are invalid, illegal or unenforceable and an amendment to the Agreement is necessary to maintain its integrity, the parties shall make commercially reasonable efforts to negotiate an amendment to this Agreement and any attachments or addenda to this Agreement which could reasonably be construed not to contravene such statute, regulation, or interpretation. In addition, if such invalid, unenforceable or materially affected provision(s) may be severed from this Agreement and/or attachments or addenda to this Agreement without materially affecting the parties' intent when this Agreement was executed, then such provision(s) shall be severed rather than terminating the Agreement or any attachments or addenda to this Agreement.
9.13Waiver. Neither the waiver by either of the parties of a breach of any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasion, to enforce any of the provisions of this Agreement, shall thereafter be construed as a waiver of any subsequent breach of any of the provisions of this Agreement.
9.14Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.
9.15Counterparts and Electronic Signatures.
9.15.1This Agreement and any amendment hereto may be executed in two (2) or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
9.15.2Either party may execute this Agreement or any amendments by valid electronic signature, and such signature shall have the same legal effect of a signed original.
ARTICLE X
BCBSA REQUIREMENTS
10.1Blue Cross Blue Shield Association (BCBSA). Provider hereby expressly acknowledges his/her/its understanding that this Agreement constitutes a contract between Provider and Anthem, that Anthem is an independent corporation operating under a license from the Blue Cross and Blue Shield Association ("BCBSA"), an association of independent Blue Cross and/or Blue Shield Plans, permitting Anthem to use the Blue Cross and/or Blue Shield service marks in the state (or portion of the state) where Anthem is located, and that Anthem is not contracting as the agent of the BCBSA. Provider further acknowledges and agrees that he/she/it has not entered into this Agreement based upon representations by any person other than Anthem, and that no person, entity or organization other than Anthem shall be held accountable or liable to Provider for any of Anthem's obligations to Provider created under this Agreement. Provider has no license to use the Blue Cross and/or Blue Shield names, symbols, or derivative marks (the "Brands") and nothing in the Agreement shall be deemed to grant a license to Provider to use the Brands. Any references to the Brands made by Provider in his/her/its own materials are subject to review and approval by Anthem. This section shall not create any additional obligations whatsoever on the part of Plan other than those obligations created under other provisions of this Agreement.
10.2Blue Cross Blue Shield Out of Area Program. Provider agrees to provide Covered Services to any person who is covered under another BCBSA out of area or reciprocal program, and to submit Claims for payment in accordance with current BCBSA Claims filing guidelines. Provider agrees to accept payment by Plan at the Anthem Rate for the equivalent Network as payment in full except Provider may bill, collect and accept compensation for Cost Shares. The provisions of this Agreement shall apply to Eligible Charges as defined in the PCS for Covered Services under the out of area or reciprocal programs. Provider further agrees to comply with other similar programs of the BCBSA. For Members who are enrolled under BCBSA out of
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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area or reciprocal programs, Provider shall comply with the applicable Plan's utilization management policies.
Each party warrants that it has full power and authority to enter into this Agreement and the person signing this Agreement on behalf of either party warrants that he/she has been duly authorized and empowered to enter into this Agreement. Each Anthem Entity is deemed to be a party to this Agreement as to the Networks and programs set forth on the Provider Networks Attachment, each of which has an independent relationship with Provider, and each Anthem Entity shall be solely responsible and liable for its respective obligations created under this Agreement, and in no case shall any of them be responsible for any obligations of each other.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES
Provider shall be designated as a Participating Provider in the Networks set forth on the Provider Network Attachment on the later of: (1) the Effective Date of this Agreement or; (2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements.
PROVIDER LEGAL NAME: Online Care Group, P.C.
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/s/ Bradford Gay |
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November 16, 2022 |
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Bradford Gay |
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Vice President |
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75 State Street, 26th Floor |
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Boston, MA 02109 |
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(Note: If any of the following is not applicable, please leave blank) |
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Rocky Mountain Hospital and Medical Service, Inc., doing business as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing business as HMO Colorado, Anthem Health Plans, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. and Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Kentucky, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Health Plans of Maine, Inc. doing business as Anthem Blue Cross and Blue Shield, RightCHOICE Managed Care, Inc., Anthem Health Plans of New Hampshire, Inc. doing business as Anthem Blue Cross and Blue Shield and Matthew Thornton Health Plan, Inc., Rocky Mountain Hospital and Medical Service, Inc. doing business as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing business as HMO Nevada, Empire HealthChoice HMO, Inc. (d/b/a Empire BlueCross BlueShield HMO or Empire Blue Cross HMO) and Empire HealthChoice Assurance, Inc. (d/b/a Empire BlueCross BlueShield or Empire Blue Cross), Community Insurance Company doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Virginia, Inc. doing business as Anthem Blue Cross and Blue Shield, Blue Cross Blue Shield of Wisconsin doing business as Anthem Blue Cross and Blue Shield
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ANTHEM INTERNAL USE ONLY THE EFFECTIVE DATE OF THIS AGREEMENT IS: January 1, 2023
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/s/ Thomas Golias |
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11/28/2022 |
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As of the Effective Date of this Agreement, Provider will be designated as Network/Participating Provider in the following:
For a specific listing of the applicable Network(s)/products(s) in each state please refer to the applicable State Specific Provisions Attachment for that state.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
This is a Commercial Business Participation Attachment ("Attachment") to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
ARTICLE I
DEFINITIONS
The following definitions shall apply to this Attachment. Terms not otherwise defined in this Attachment shall carry the meaning set forth in the Agreement.
"Commercial Business" means certain Health Benefit Plans, including individual and employer groups, partially or wholly insured or administered by Plan, under which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers. Commercial Business does not include Government Programs as defined in the Agreement, but does include the FEHBP as well as state and local government employer programs.
"Commercial Business Covered Services" means, for purposes of this Attachment, only those Covered Services provided under Plan's Commercial Business products.
"Commercial Business Member" means, for purposes of this Attachment, a Member who is covered under one of Plan's Commercial Business products.
"Complete Claim" means, unless applicable law otherwise requires, an accurate Claim submitted pursuant to this Agreement, for which all information necessary to process such Claim and make a benefit determination is included.
"Medically Necessary" or "Medical Necessity" means the definition set forth in the Health Benefit Plan, unless a different definition is required by Regulatory Requirements.
ARTICLE II
SERVICES/OBLIGATIONS
2.1Participation-Networks Supporting Commercial Business. As a participant in one or more Networks supporting Plan's Commercial Business as set forth on the Provider Networks Attachment of the Agreement, Provider will render Commercial Business Covered Services to Commercial Business Members in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Networks supporting Plan's Commercial Business. The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to Commercial Business Members.
2.1.1This provision intentionally left blank.
2.2This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC"), the National Uniform Billing Committee ("NUBC"), or as otherwise set forth in the PCS.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.4Plan Payment Time Frames. Anthem shall require Plans or their designees to use commercially reasonable efforts to adjudicate or arrange for adjudication and where appropriate make payment for all Complete Claims for Commercial Business Covered Services submitted by Provider within ninety (90) days, exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or the extent of Plan's payment liability, if any, because of issues such as coordination of benefits, subrogation or verification of coverage.
2.5Out of Network Referrals and Transfers. In addition to the Cost Effective Care provision in the Agreement, Provider may refer or transfer a Commercial Business Member to a non-Participating Provider after obtaining a written acknowledgement (e.g. written waiver form) from the Commercial Business Member, prior to the provision of the service, indicating that: (1) the Commercial Business Member was advised that no coverage, or only out-of-network coverage would be available from Plan; and (2) the Commercial Business Member agreed to be financially responsible for additional costs related to such service.
2.6Pass-Through Charges. Provider agrees not to pass through to Plan or the Commercial Business Member any charges which Provider incurs as a result of providing supplies or making referrals to another provider or entity. Examples include, but are not limited to, pass-through charges associated with laboratory services, pathology services, radiology services and durable medical equipment. If Anthem has a direct contract with the subcontractor, the direct contract shall prevail over the Agreement.
2.7Plan and Commercial Business Member Access. Only Plans administering Commercial Business and Commercial Business Members may access the terms and conditions of this Attachment and the Commercial Business rates set forth in the PCS.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE III
TERMINATION
3.1Termination-Commercial Business Attachment and/or Network(s). At any time either party may terminate, without cause, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least one hundred eighty (180) days prior written notice of termination to the other party. Following any termination as described herein, the remainder of the Agreement shall remain in full force and effect, if applicable. This provision shall not apply to Provider's participation in Anthem's Indemnity/Standard/Traditional products.
3.2Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.2.1 Any provisions required in order to comply with Regulatory Requirements.
3.3Effect of Termination. Following termination of this Attachment, the remainder of the Agreement shall continue in full force and effect, if applicable. In addition, upon termination of this Attachment but subject to the Continuation of Care provision(s) and applicable Regulatory Requirements, any references to services, reimbursement, or participation in Networks related to Commercial Business are hereby terminated in full and shall have no further force and effect.
ARTICLE IV
GENERAL PROVISIONS
4.1Exchanges. Unless specifically set forth on the Network listing on the Provider Networks Attachment and /or in the PCS or as otherwise designated by Anthem, the Anthem Rate shall not apply to any products which Anthem may offer on state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act.
4.2Inconsistencies. In the event of an inconsistency between terms of this Attachment and the terms and conditions as set forth in the Agreement, the terms and conditions of this Attachment shall govern. Except as set forth herein, all other terms and conditions of the Agreement remain in full force and effect.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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MEDICARE ADVANTAGE PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
This is a Medicare Advantage Participation Attachment ("Attachment") to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
ARTICLE I DEFINITIONS
The following definitions shall apply to this Attachment. Terms not otherwise defined in this Attachment shall carry the meaning set forth in the Agreement.
"Clean Claim" means a Claim that has no defect or impropriety, including a lack of required substantiating documentation, or particular circumstances requiring special treatment that prevents timely payment from being made on the Claim. A Claim is clean even though Plan refers it to a medical specialist within Plan for examination. If additional documentation (e.g., a medical record) involves a source outside Plan, then the Claim is not considered clean.
"CMS" is defined as set forth in Article I of the Agreement.
"Downstream Entity(ies)" means any party that enters into a written arrangement, acceptable to CMS, with persons or entities involved with the Medicare Advantage benefit, below the level of the arrangement between Anthem and a First Tier Entity. These written arrangements continue down to the level of the ultimate provider of both health and administrative services.
"Emergency Condition" is defined as set forth in the PCS. "Emergency Services" is defined as set forth in the PCS.
"First Tier Entity(ies)" means any party that enters into a written agreement, acceptable to CMS, with Anthem to provide administrative services or health care services for a Medicare eligible Member under the Medicare Advantage Program.
"Medically Necessary" or "Medical Necessity" means care for which CMS determines is reasonable and necessary under Medicare for services, supplies, or drugs that are needed for the prevention, diagnosis, or treatment of MA Member's medical condition and meet accepted standards of medical practice.
"Medicare" means the Health Insurance for the Aged Act, Title XVIII of the Social Security Act, as then constituted or later amended.
"Medicare Advantage Covered Services ("MA Covered Services")" means, for purposes of this Attachment, only those Covered Services provided under Plan's Medicare Advantage Program.
"Medicare Advantage Member ("MA Member")" means, for purposes of this Attachment, a Member who is covered under a Medicare agreement between CMS and Plan under Part C of Title XVIII of the Social Security Act ("Medicare Advantage Program") and for Plan's DSNP Medicare Program, the beneficiary is also entitled to Medicaid under Title XIX of the Social Security Act, see 42 USC §1396 et seq..
"Medicare Advantage Network" means Network of Providers that provides MA Covered Services to MA Members.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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"Related Entity(ies)" means any entity that is related to Anthem by common ownership or control and (1) performs some of Anthem's management functions under contract or delegation; (2) furnishes services to MA Member under an oral or written agreement; or (3) leases real property or sells materials to Anthem at a cost of more than twenty-five hundred dollars ($2,500) during a contract period.
"Urgently Needed Care" means MA Covered Services provided when a MA Member is either: (1) temporarily absent from Plan's Medicare Advantage service area and such MA Covered Services are Medically Necessary and immediately required: (a) as a result of an unforeseen illness, injury, or condition; and (b) it was not reasonable, given the circumstances, to obtain the services through Plan's Medicare Advantage Network; or
(2) under unusual and extraordinary circumstances, the MA Member is in the service area but Plan's Network is temporarily unavailable or inaccessible and such MA Covered Services are Medically Necessary and immediately required: (a) as a result of an unforeseen illness, injury, or condition; and (b) it was not reasonable, given the circumstances, to obtain the services through Plan's Medicare Advantage Network.
ARTICLE II
SERVICES/OBLIGATIONS
2.1Participation-Medicare Advantage. As a participant in Plan's Medicare Advantage Network, Provider will render MA Covered Services to MA Members enrolled in Plan's Medicare Advantage Program in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or in the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Plan's Medicare Advantage Program(s). The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to MA Members. This Agreement does not apply to any of Plan's Medicare Advantage Private Fee for Service or Medical Savings Account Programs. If Plan contracts with a third party to manage all or any portion of its Medicare Advantage Network, then Provider shall be required to contract separately with such third party to maintain its status as a Participating Provider for such Network(s).
2.1.1New Programs. Provider acknowledges that Plan has or may develop Medicare Advantage Networks that support certain products, programs or plans with specific participation criteria that may include but are not limited to, quality and/or cost of care metrics. Pursuant to this Agreement, Provider shall be a Participating Provider in any such Network unless Anthem notifies Provider in writing to the contrary. Plan shall notify Provider sixty (60) days in advance of any specific Network participation criteria. Any notice of non-inclusion in any of Plan's Medicare Advantage Network(s) shall be provided in writing sixty (60) days in advance.
2.2Participation-Out of Area Programs. Pursuant to the Blue Cross and Blue Shield Out of Area Program section of the Agreement, Provider hereby acknowledges and agrees that Provider shall provide MA Covered Services to any person who is covered under another Blue Cross and Blue Shield Plan under the Blue Cross and Blue Shield Association Out of Area Program, a network sharing program developed to support Medicare Advantage Programs.
2.3Accountability/Oversight. Plan delegates to Provider its responsibility under its Medicare Advantage contract with CMS to provide the services as set forth in this Attachment to MA Members. Plan may revoke this delegation, including, if applicable, the delegated responsibility to meet CMS reporting requirements, and thereby terminate this Attachment if CMS or Plan determine that Provider has not performed satisfactorily. Such revocation shall be consistent with the termination provisions of the Agreement and this Attachment. Performance of Provider shall be monitored by Plan on an ongoing basis as provided for in this Attachment. Provider further acknowledges that Plan shall oversee and is accountable to CMS for the functions and responsibilities described in the Medicare Advantage Regulatory Requirements and ultimately responsible to CMS for the performance of all services. Further, Provider acknowledges that Plan
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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may only delegate such functions and responsibilities in a manner consistent with the standards as set forth in 42 CFR § 422.504(i)(4).
2.4Accountability/Credentialing. Both parties acknowledge that accountability shall be in a manner consistent with the requirements as set forth in 42 CFR § 422.504(i)(4). Therefore the following are acceptable for purposes of meeting these requirements:
2.4.1The credentials of medical professionals affiliated with Plan or Provider will be either reviewed by Plan, if applicable; or
2.4.2The credentialing process will be reviewed and approved by Plan and Plan must audit Provider's credentialing process and/or delegate's credentialing process on an ongoing basis.
2.5Medicare Provider. Provider must have a provider and/or supplier agreement, whichever is applicable, with CMS to the extent such agreement is required to provide the Covered Services under original Medicare.
ARTICLE III
ACCESS: RECORDS/FACILITIES
3.1Inspection of Books/Records. Provider acknowledges that Plan, Health and Human Services Department ("HHS"), the Comptroller General, or their designees have the right to timely access to inspect, evaluate and audit any books, contracts, medical records, patient care documentation, and other records of Provider, or his/her/its First Tier, Downstream and Related Entities, including but not limited to subcontractors or transferees involving transactions related to Plan's Medicare Advantage contract through ten (10) years from the final date of the contract period or from the date of the completion of any audit, or for such longer period provided for in 42 CFR § 422.504(e)(4) or other Regulatory Requirements, whichever is later. For the purposes specified in this section, Provider agrees to make available Provider's premises, physical facilities and equipment, records relating to Plan's MA Member, including access to Provider's computer and electronic systems and any additional relevant information that CMS may require. Provider acknowledges that failure to allow HHS, the Comptroller General or their designees the right to timely access under this section can subject Provider to a fifteen thousand dollar ($15,000) penalty for each day of failure to comply.
3.2Confidentiality. In addition to the confidentiality requirements under the Agreement, each party agrees to abide by all Regulatory Requirements applicable to that party regarding confidentiality and disclosure for mental health records, medical records, other health information, and MA Member information. Provider agrees to maintain records and other information with respect to MA Member in an accurate and timely manner; to ensure timely access by MA Member to the records and information that pertain to him/her; and to safeguard the privacy of any information that identifies a particular MA Member. Information from, or copies of, records may be released only to authorized individual. Provider must ensure that unauthorized individuals cannot gain access to or alter patient records. Original medical records must be released only in accordance with Regulatory Requirements, court orders or subpoenas. Both parties acknowledge that Plan, HHS, the Comptroller General or its designee have the right, pursuant to section 3.1 above, to audit and/or inspect Provider's premises to monitor and ensure compliance with the CMS requirements for maintaining the privacy and security of protected health information ("PHI") and other personally identifiable information ("PII") of MA Member.
ARTICLE IV
ACCESS: BENEFITS AND COVERAGE
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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4.1Non-Discrimination. Provider shall not deny, limit, or condition the furnishing of Health Services to MA Member of Plan on the basis of any factor that is related to health status, including, but not limited to medical condition; claims experience; receipt of health care; medical history; genetic information; evidence of insurability, including conditions arising out of acts of domestic violence; or disability.
4.2Direct Access. Provider acknowledges that MA Member may obtain covered mammography screening services and influenza vaccinations from a participating provider without a referral and that MA Member who are women may obtain women's routine and preventive Health Services from a participating women's health specialist without a referral.
4.3No Cost Sharing. Provider acknowledges that covered influenza vaccines and pneumococcal vaccines are not subject to MA Member Cost Share obligations.
4.4Timely Access to Care. Provider agrees to provide MA Covered Services consistent with Plan's: (1) standards for timely access to care and member services; (2) policies and procedures that allow for MA Member Medical Necessity determinations; and (3) policies and procedures for Provider's consideration of MA Member input in the establishment of treatment plans.
4.5Accessibility to Care. A Provider who is a primary care provider, or a gynecologist or obstetrician, shall provide Health Services or make arrangements for the provision of Health Services to MA Member on a twenty-four
(24) hour per day, seven (7) day a week basis to assure availability, adequacy and continuity of care to MA Member. In the event Provider is not one of the foregoing described providers, then Provider shall provide Health Services to MA Member on a twenty-four (24) hour per day, seven (7) day a week basis or at such times as Health Services are typically provided by similar providers to assure availability, adequacy, and continuity of care to MA Member. If Provider is unable to provide Health Services as described in the previous sentence, Provider will arrange for another Participating Provider to cover Provider's patients in Provider's absence.
ARTICLE V
BENEFICIARY PROTECTIONS
5.1Cultural Competency. Provider shall ensure that MA Covered Services rendered to MA Members, both clinical and non-clinical, are accessible to all MA Members, including those with limited English proficiency or reading skills, with diverse cultural and ethnic backgrounds, the homeless, and MA Members with physical and mental disabilities. Provider must provide information regarding treatment options in a cultural-competent manner, including the option of no treatment. Provider must ensure that MA Members with disabilities have effective communications with participants throughout the health system in making decisions regarding treatment options.
5.2Health Assessment. Provider acknowledges that Plan has procedures approved by CMS to conduct a health assessment of all new MA Members within ninety (90) days of the effective date of their enrollment. Provider agrees to cooperate with Plan as necessary in performing this initial health assessment.
5.3Identifying Complex and Serious Medical Condition. Provider acknowledges that Plan has procedures to identify MA Members with complex or serious medical conditions for chronic care improvement initiatives; and to assess those conditions, including medical procedures to diagnose and monitor them on an ongoing basis; and establish and implement a treatment plan appropriate to those conditions, with an adequate number of direct access visits to specialists to accommodate the treatment plan. To the extent applicable, Provider agrees to assist in the development and implementation of the treatment plans and/or chronic care improvement initiatives.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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5.4Advance Directives. To the extent applicable, Provider shall establish and maintain written policies and procedures to implement MA Members' rights to make decisions concerning their health care, including the provision of written information to all adult MA Members regarding their rights under Regulatory Requirements to make decisions regarding their right to accept or refuse medical treatment and the right to execute an advance medical directive. Provider further agrees to document or oversee the documentation in the MA Members' medical records whether or not the MA Member has an advance directive, that Provider will follow state and federal requirements for advance directives and that Provider will provide for education of his/her/its staff and the community on advance directives.
5.5Standards of Care. Provider agrees to provide MA Covered Services in a manner consistent with professionally recognized standards of health care.
5.6Hold Harmless. In addition to the hold harmless provision in the Agreement, Provider agrees that in no event, including but not limited to non-payment by Plan, insolvency of Plan or breach of the Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a MA Member or persons other than Plan acting on their behalf for MA Covered Services provided pursuant to this Attachment. This section does not prohibit the collection of supplemental charges or Cost Shares on Plan's behalf made in accordance with the terms of the MA Member's Health Benefit Plan or amounts due for services that have been correctly identified in advance as a non-MA Covered Service, subject to medical coverage criteria, with appropriate disclosure to the MA Member of their financial obligation. This advance notice must be provided in accordance with the CMS regulations for Medicare Advantage organizations. CMS regulations require that a coverage determination be made with a standard denial notice (Notice of Denial of Medical Coverage (or Payment)/CMS-10003) for a non-Covered Service when such Health Service is typically not covered, but could be covered under specific conditions. If prior to rendering the non-Covered Service, Provider obtains, or instructs the MA Member to obtain, a coverage determination of a non-Covered Service(s), the MA Member can be held financially responsible for non-Covered Services. However, if a service or item is never covered by the Plan, such as a statutory exclusion, and the MA Member's Evidence of Coverage ("EOC") clearly specifies that the service or item is never covered, the Provider does not have to seek a coverage determination from Anthem in order to hold the MA Member responsible for the full cost of the service or item. Additional information, related requirements and the process to request a coverage determination can be found in the Provider Guidebook. Both Parties agree that failure to follow the CMS regulations can result in Provider's financial liability.
5.6.1 Dual Eligibles. Provider further agrees that for MA Members who are dual eligible beneficiaries for Medicare and Medicaid, that Provider will ensure he/she/it will not bill the MA Member for Cost Sharing that is not the MA Member's responsibility and such MA Members will not be held liable for Medicare Parts A and B Cost Sharing when the State is liable for the Cost Sharing. In addition, Provider agrees to accept Plan payment as payment in full or Provider should bill the appropriate state source.
5.7Continuation of Care-Insolvency. Provider agrees that in the event of Plan's insolvency, termination of the CMS contract or other cessation of operations, MA Covered Services to MA Members will continue through the period for which the premium has been paid to Plan, and services to MA Members confined in an inpatient hospital on the date of termination of the CMS contract or on the date of insolvency or other cessation of operations will continue until their discharge.
5.8Out of Network Referrals and Transfers. In addition to the Cost Effective Care provision in the Agreement, Provider shall seek authorization from Plan prior to referring or transferring an MA Member to a non- Participating Provider. For Plan's HMO Medicare Advantage Network, if a Participating Provider is not accessible or available for a referral or transfer, then Provider shall call Plan for an authorization. If, however, a Participating Provider is accessible and available for a referral or transfer, then Provider shall transfer or refer the MA Member to such Participating Provider. For Plan's PPO MA Members, Provider
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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shall advise the MA Member that an out of network referral is being made, and shall ensure that the MA Member understands and agrees to be financially responsible for any additional costs related to such out of network service.
ARTICLE VI
COMPENSATION AND AUDIT
6.1Submission and Adjudication of Medicare Advantage Claims. Unless otherwise instructed in the provider manual(s) or Policies applicable to Plan's Medicare Advantage Program, or unless required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
6.1.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the MA Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Clean Claims for MA Covered Services. Once Anthem determines Plan has any payment liability, all Clean Claims will be paid in accordance with the terms and conditions of a MA Member's Health Benefit Plan, the PCS, and the provider manual(s).
6.1.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC").
6.1.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 6.1 above, whichever is longer.
6.2Prompt Payment. Anthem agrees to make best efforts to pay a majority of Clean Claims for MA Covered Services submitted by or on behalf of MA Members, within forty-five (45) days of receipt by Anthem. Anthem agrees to make best efforts to pay all remaining Clean Claims for MA Covered Services submitted by or on behalf of MA Members, within sixty (60) days of receipt by Anthem. Anthem agrees to make best efforts to pay all non-Clean Claims for MA Covered Services submitted by or on behalf of MA Members within sixty (60) days of receipt by Anthem of the necessary documentation to adjudicate the Clean Claim.
6.3Audit for Compliance with CMS Guidelines. Notwithstanding any other terms and conditions of the Agreement, Plan has the same rights as CMS, to review and/or Audit and, to the extent necessary recover payments on any claim for MA Covered Services rendered pursuant to this Agreement to insure compliance with CMS Regulatory Requirements.
ARTICLE VII
REPORTING AND DISCLOSURE REQUIREMENTS
7.1Risk Adjustment Documentation and Coding Reviews and Audits. Provider is required in accordance with 42 CFR § 422.310(e) to submit medical records for MA Members for the purpose of validation of Risk Adjustment Data (as defined below in section 7.2) as requested by Plan. Provider is also required to comply with all other medical record requests from Plan for other governmental (e.g., CMS, Office of Inspector General (OIG)) and/or Plan documentation and coding review and audit activities. Accordingly, Plan, or its designee, shall have the right, as set forth in section 3.4 of the Agreement to obtain copies of such documentation on at least an annual basis or otherwise as Plan may reasonably require. Provider agrees to provide copies of the requested medical records to Plan, or its designee, within fourteen (14) calendar days from Plan's, or its designee's, and/or any Agency's written request, unless sooner required by CMS
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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or such other Agency. Such records shall be provided to Plan, or its designee, or a governmental agency, at no additional cost to Plan, its designee or such Agency. Provider also agrees to participate in education and/or remediation, as required by Plan, based on the outcome of any documentation and coding reviews and/or audits.
7.2Data Reporting Requirements. Provider shall provide to Plan all information necessary for or requested by Plan to enable Plan to meet its data reporting and submission obligations to CMS, including but not limited to, data necessary to characterize the context and purpose of each encounter between a MA Member and the Provider ("Risk Adjustment Data"), and data necessary for or requested by Plan to enable Plan to meet its reporting obligations under 42 CFR §§ 422.516 and 422.310 or under any subsequent or additional regulatory provisions or CMS guidance. In accordance with CMS Regulatory Requirements, Plan reserves the right to assess Provider for any penalties resulting from Provider's submission of false data.
7.3Risk Adjustment Data Submission. Provider shall submit all diagnosis data generated in connection with this Agreement by way of filing a Claim with Plan. Where Provider identifies supplemental diagnosis data through retrospective medical chart review or other processes, Provider shall file an amended Claim containing the supplemental diagnosis data. If an amended Claim cannot be filed and Provider wants to submit supplemental diagnosis data, then Provider shall ensure that a Claim (i.e., the associated encounter data record) has already been submitted for the original MA Member/Provider encounter. This Claim must be (i) from the same date of service, (ii) having the same Provider identification number, (iii) with the same MA Member information, and
(iv) containing the same procedural information as the supplemental data identified through the retrospective medical chart review or other processes. Plan requires submission of the original Claim prior to the submission of supplemental data to ensure the two (2) can be linked.
Supplemental diagnosis data shall be submitted in a format specified by Plan. If Provider reasonably determines that a Provider is unable to meet these requirements, then Provider must inform Plan within a reasonable time, but no later than thirty (30) days after receiving knowledge, actual or constructive of such inability, and Plan shall have the right to validate the data by auditing medical records and/or data generation processes, or by requesting additional data and/or documentation from Provider to confirm the acceptability of the data. For purposes of clarity, Provider shall cooperate with any such requests by Plan or on Plan's behalf, as set forth in this Agreement. If Provider identifies data corrections (e.g., prior data submissions not supported in the medical record), then Provider shall promptly inform Plan and submit data corrections to Plan in a format specified by Plan as soon as reasonably possible, but in no event later than thirty (30) days after identifying.
7.4Risk Adjustment Data. Provider's Risk Adjustment Data shall include all information necessary for or requested by Plan to enable Plan to submit such data to CMS as set forth in 42 CFR § 422.310 or any subsequent or additional regulatory provisions or CMS guidance. If Provider fails to submit accurate, complete, and truthful Risk Adjustment Data in the format described in 42 CFR § 422.310 or any subsequent or additional regulatory provisions or CMS guidance, then this may result in denials and/or delays in payment of Provider's Claims. Plan will make best efforts to work with Provider to resolve Risk Adjustment Data format and/or processing issues.
7.5Accuracy of Risk Adjustment Data. Risk Adjustment Data submitted by Provider must be accurate, complete, and truthful. By submitting Risk Adjustment Data to Plan, Provider is certifying and attesting to the accuracy, completeness, and truthfulness of such Risk Adjustment Data. If requested by Plan, Provider shall execute such further certifications or attestations as to the accuracy, completeness, and truthfulness of such Risk Adjustment Data as Plan may require.
ARTICLE VIII
QUALITY ASSURANCE/QUALITY IMPROVEMENT REQUIREMENTS
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.1Independent Quality Review Organization. Provider agrees to comply and cooperate with an independent quality review and improvement organization's activities pertaining to the provision of MA Covered Services for MA Member.
8.2Compliance with Plan Medical Management Programs. Provider agrees to comply with Plan's medical policies, quality improvement and performance improvement programs, and medical management programs to the extent provided to or otherwise made available to Provider in advance.
8.3Consulting with Participating Providers. Plan agrees to consult with Participating Providers regarding its medical policies, quality improvement program and medical management programs and ensure that practice guidelines and utilization management guidelines: (1) are based on reasonable medical evidence or a consensus of health care professionals in the particular field; (2) consider the needs of the enrolled population;
(3) are developed in consultation with participating physicians; (4) are reviewed and updated periodically; and
(5) are communicated to providers and, as appropriate, to MA Member. Plan also agrees to ensure that decisions with respect to utilization management, MA Member education, coverage of Health Services, and other areas in which the guidelines apply are consistent with the guidelines.
ARTICLE IX
COMPLIANCE
9.1Compliance: Medicare Laws/Regulations. Provider agrees to comply, and to require any of his/her/its subcontractors to comply, with all applicable Medicare Regulatory Requirements and CMS instructions. Further, Provider agrees that any MA Covered Services provided by Provider or his/her/its subcontractors to or on the behalf of Plan's MA Member will be consistent with and will comply with Plan's Medicare Advantage contractual obligations.
9.2Compliance: Exclusion from Federal Health Care Program. Provider may not employ, or subcontract with an individual, or have persons with ownership or control interests, who have been convicted of criminal offenses related to their involvement in Medicaid, Medicare, or social services programs under Title XX of the Social Security Act, and thus have been excluded from participation in any federal health care program under §§1128 or 1128A of the Act (or with an entity that employs or contracts with such an individual) for the provision of any of the following: healthcare, utilization review, medical social work, or administrative services.
9.3Compliance: Appeals/Grievances. Provider agrees to comply with Plan's policies and procedures in performing his/her/its responsibilities under the Agreement. Provider specifically agrees to comply with Medicare Regulatory Requirements regarding MA Member appeals and grievances and to cooperate with Plan in meeting its obligations regarding MA Member appeals, grievances and expedited appeals, including the gathering and forwarding of information in a timely manner and compliance with appeals decisions.
9.4Compliance: Policy and Procedures. Provider agrees to comply with Plan's policy and procedures in performing his/her/its responsibilities under the Agreement and this Attachment including any supplementary documents that pertain to Plan's Medicare Advantage Program such as the provider manual(s).
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.5Illegal Remunerations. Both parties specifically represent and warrant that activities to be performed under this Agreement are not considered illegal remunerations (including kickbacks, bribes or rebates) as defined in 42 USCA § 1320(a)-7b.
9.6Compliance: Training, Education and Communications. In accordance with CMS requirements, Provider agrees and certifies that it, as well as its employees, subcontractors, Downstream Entities, Related Entities and agents who provide services to or for Plan's Medicare Advantage and/or Part D MA Members or to or for Plan itself shall conduct general compliance and fraud, waste and abuse training, education and/or communications annually or as otherwise required by Regulatory Requirements, and must be made a part of the orientation for a new employee, new First Tier Entities, Downstream Entities, or Related Entities, and for all new appointments of a chief executive, manager, or governing body member who performs leadership and/or oversight over the service provided under the Agreement. Provider or its subcontractors or Downstream Entities shall ensure that their general compliance and fraud, waste and abuse training and education is comparable to the elements, set forth in Anthem's Standards of Ethical Business Conduct and shall provide documentation to demonstrate compliance prior to execution of the Agreement and annually thereafter. In addition, Provider is responsible for documenting applicable employee's, subcontractor's, Downstream Entity's, Related Entity's and/or agent's attendance and completion of such training on an annual basis. Provider shall provide such documentation to Plan and as required to support a Plan or CMS audit. If necessary and upon request, Plan or its designee can make such compliance training, education and lines of communication available to Provider in either electronic, paper or other reasonable medium.
6.3 Federal Funds. Provider acknowledges that payments Provider receives from Plan to provide MA Covered Services to MA Members are, in whole or part, from federal funds. Therefore, Provider and any of his/her/its subcontractors are subject to certain Regulatory Requirements that are applicable to Members and entities receiving federal funds, which may include but is not limited to, Title VI of the Civil Rights Act of 1964 as implemented by 45 CFR Part 84; the Age Discrimination Act of 1975 as implemented by 45 CFR Part 91; the Americans with Disabilities Act; lobbying restrictions as implemented by 45 CFR Part 93 and 31 USC 1352 and any other regulations applicable to recipients of federal funds.
ARTICLE X
MARKETING
10.1 Approval of Materials. Both parties agree to comply, and to require any of his/her/its subcontractors to comply, with all applicable Regulatory Requirements, CMS instructions, and marketing activities under this Agreement, including but not limited to, the Medicare Marketing Guidelines for Medicare Managed Care Plans and any requirements for CMS prior approval of materials. Any printed materials, including but not limited to letters to Plan MA Members, brochures, advertisements, telemarketing scripts, packaging prepared or produced by Provider or any of his/her/its subcontractors pursuant to this Agreement must be submitted to Plan for review and approval at each planning stage (i.e., creative, copy, mechanicals, blue lines, etc.) to assure compliance with Regulatory Requirements, and Blue Cross/Blue Shield Association guidelines. Plan agrees its approval will not be unreasonably withheld or delayed.
ARTICLE XI
TERMINATION
11.1Notice Upon Termination. If Plan decides to terminate this Attachment, Plan shall give Provider written notice, to the extent required under CMS regulations, of the reasons for the action, including, if relevant, the standards and the profiling data the organization used to evaluate Provider and the numbers and mix of Participating Providers Plan needs. Such written notice shall also set forth Provider's right to appeal the action and the process and timing for requesting a hearing.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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11.2Effect of Termination. Following termination of this Attachment, the remainder of the Agreement shall continue in full force and effect, if applicable. In addition, upon termination of this Attachment but subject to the Continuation of Care provision(s) and applicable Regulatory Requirements, any references to services, reimbursement, or participation in Networks related to the Medicare Advantage Program are hereby terminated in full and shall have no further force and effect.
11.3Termination Without Cause. Either party may terminate this Attachment without cause by giving at least one hundred twenty (120) days prior written notice of termination to the other party.
ARTICLE XII
GENERAL PROVISIONS
12.1Inconsistencies. In the event of an inconsistency between terms of this Attachment and the terms and conditions as set forth in the Agreement, the terms and conditions of this Attachment shall govern. Except as set forth herein, all other terms and conditions of the Agreement remain in full force and effect.
12.2Interpret According to Medicare Laws. Provider and Plan intend that the terms of the Agreement and this Attachment as they relate to the provision of MA Covered Services under the Medicare Advantage Program shall be interpreted in a manner consistent with applicable requirements under Medicare Regulatory Requirements.
12.3Subcontractors. In addition to the Use of Subcontractors provision of the Agreement, Provider agrees that if Provider enters into subcontracts to perform services under the terms of this Attachment, Provider's subcontracts shall include: (1) an agreement by the subcontractor to comply with all of Provider's obligations in the Agreement and this Attachment; (2) a prompt payment provision as negotiated by Provider and the subcontractor; (3) a provision setting forth the term of the subcontract (preferably one (1) year or longer); and
(4) dated signatures of all the parties to the subcontract.
12.4Delegated Activities. If Plan has delegated activities to Provider, then Plan will provide the following information to Provider and Provider shall provide such information to any of its subcontracted entities:
12.4.1A list of delegated activities and reporting responsibilities;
12.4.2Arrangements for the revocation of delegated activities;
12.4.3Notification that the performance of the contracted and subcontracted entities will be monitored by Plan;
12.4.4Notification that the credentialing process must be approved and monitored by Plan; and
12.4.5Notification that all contracted and subcontracted entities must comply with all applicable Medicare Regulatory Requirements and CMS instructions.
12.5Delegation of Provider Selection. In addition to the responsibilities for delegated activities as set forth herein, to the extent that Plan has delegated selection of providers, contractors, or subcontractor to Provider, Plan retains the right to approve, suspend, or terminate any such arrangement.
12.6Survival of Attachment. Provider further agrees that: (1) the hold harmless and continuation of care sections shall survive the termination of this Attachment or disenrollment of the MA Member; and (2) these provisions supersede any oral or written contrary agreement now existing or hereafter entered into between Provider and an MA Member or persons acting on their behalf that relates to liability for payment for, or continuation of, MA Covered Services provided under the terms and conditions of these clauses.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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12.7Attachment Amendment. Notwithstanding the Amendment provision in the Agreement, this Attachment shall be automatically modified to conform to required changes to Regulatory Requirements related to Medicare Advantage Programs without the necessity of executing written amendments. For amendments not required by Regulatory Requirements related to Medicare Advantage Programs, Anthem shall make a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of the amendment.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
The definitions set forth below shall apply with respect to all of the terms outlined in this PCS. Terms not otherwise defined in this PCS and defined elsewhere in the Agreement shall carry the meanings set forth in the Agreement.
"Anthem Medicaid Fee Schedule(s)/Rate(s)/Methodologies" means the Anthem Rate(s) that is a proprietary rate that is based on the applicable state Medicaid Fee Schedule(s)/Rate(s)/Methodologies, which could be enhanced by additional Covered Services included in the Government Contract.
"Anthem Medicare Advantage Rate" shall mean the Anthem Rate that is used for Medicare Advantage.
"Capitation" means the amount paid by Anthem to a provider or management services organization on a per member per month basis for either specific services or the total cost of care for Covered Services.
"Case Rate" means the all-inclusive Anthem Rate for an entire admission or one outpatient encounter for Covered Services.
"Coded Service Identifier(s)" means a listing of descriptive terms and identifying codes, updated from time to time by CMS or other industry source, for reporting Health Services on the CMS 1500 or CMS 1450/UB-04 claim form or its successor as applicable based on the services provided. The codes include but are not limited to, American Medical Association Current Procedural Terminology ("CPT®-4"), CMS Healthcare Common Procedure Coding System ("HCPCS"), International Classification of Diseases, 10th Revision ("ICD- 10"), National Uniform Billing Committee ("Revenue Code") and National Drug Code ("NDC") or their successors.
"Diagnosis-Related Group" ("DRG") means Diagnosis Related Group or its successor as established by CMS or other grouper, including but not limited to, a state mandated grouper or other industry standard grouper.
"DRG Rate" means the all-inclusive dollar amount which is multiplied by the appropriate DRG Weight to determine the Anthem Rate for Covered Services.
"DRG Weight" means the weight applicable to the specific DRG methodology set forth in this PCS, including but not limited to, CMS DRG weights as published in the Federal Register, state agency weights, or other industry standard weights.
"Eligible Charges" means those Provider Charges that meet Anthem's conditions and requirements for a Health Service to be eligible for reimbursement. These conditions and requirements include but are not limited to: Member program eligibility, Provider program eligibility, benefit coverage, authorization requirements, provider manual specifications, Anthem administrative, clinical and reimbursement policies and methodologies, code editing logic, coordination of benefits, Regulatory Requirements, and this Agreement. Eligible Charges do not include Provider Charges for any items or services that Provider receives and/or provides free of charge.
"Emergency Condition" means a medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) such that a prudent layperson, with an average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention to result in serious jeopardy to the health of the individual, or in the case of a pregnant woman, the health of the woman or her unborn child; serious impairment to bodily functions; or serious dysfunction of any bodily organ or part.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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"Emergency Services" means those Covered Services furnished by a provider qualified to furnish emergency services, and which are needed to evaluate or treat an Emergency Condition.
"Encounter Data" means Claim information and any additional information submitted by a provider under capitated or risk-sharing arrangements for Health Services rendered to Members.
"Encounter Rate" means the Anthem Rate that is all-inclusive of professional, technical and facility charges including evaluation and management, pharmaceuticals, routine surgical and therapeutic procedures, and diagnostic testing (including laboratory and radiology) capable of being performed on site.
"Fee Schedule(s)" means the complete listing of Anthem Rate(s) for specific services that is payment for each unit of service allowed based on applicable Coded Service Identifier(s) for Covered Services.
"Global Case Rate" means the all-inclusive Anthem Rate which includes facility, professional and physician services for specific Coded Service Identifier(s) for Covered Services.
"Inpatient Services" means Covered Services provided by a facility to a Member who is admitted and treated as a registered inpatient, is assigned a licensed bed within the facility, remains assigned to such bed and for whom a room and board charge is made.
"Outpatient Services" means Covered Services provided by a facility to a Member who is admitted and treated as a registered outpatient within the facility.
"Percentage Rate" means the Anthem Rate that is a percentage of Eligible Charges billed by a provider for Covered Services.
"Per Diem Rate" means the Anthem Rate that is the all-inclusive fixed payment for Covered Services rendered on a single date of service.
"Per Hour Rate" means the Anthem Rate that is payment based on an increment of time for Covered Services.
"Per Relative Value Unit" ("RVU") means the Anthem Rate for each unit of service based on the CMS, State Agency or other (e.g., American Society of Anesthesiologists (ASA)) defined Relative Value Unit (RVU).
"Per Service Rate" means the Anthem Rate that is payment for each service allowed based on applicable Coded Service Identifier(s) for Covered Services.
"Per Unit Rate" means the Anthem Rate that is payment for each unit of service allowed based on applicable Coded Service Identifier(s) for Covered Services.
"Per Visit Rate" means the Anthem Rate that is the all-inclusive fixed payment for one encounter for Covered Services.
"Provider Charges" means the regular, uniform rate or price Provider determines and submits to Anthem as charges for Health Services provided to Members. Such Provider Charges shall be no greater than the rate or price Provider submits to any person or other health care benefit payor for the same Health Services provided, regardless of whether Provider agrees with such person or other payor to accept a different rate or price as payment in full for such services.
"State Medicaid Rate(s)/Fee Schedule(s)/Methodologies" means the Anthem Rate for the applicable state Medicaid Rate(s) /Fee Schedule(s)/Methodologies in effect on the date of service for the provider type(s)/service(s) identified herein for the applicable Medicaid Program(s).
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Billing Form and Claims Reporting Requirements. Provider shall submit all Claims on a CMS 1500 or CMS 1450/UB-04 claim form or its successor form(s) as applicable based on the Health Services provided in accordance with Policies or applicable Regulatory Requirements. Provider shall report all Health Services in accordance with the Coded Service Identifier(s) reporting guidelines and instructions using HIPAA compliant billing codes. In addition, Plan shall not pay any Claim(s) nor accept any Encounter Data submitted using non-compliant codes. Plan audits that result in identification of Health Services that are not reported in accordance with the Coded Service Identifier(s) guidelines and instructions, will be subject to recovery through remittance adjustment or other recovery action as may be set forth in the provider manual(s).
Claim Submissions for Pharmaceuticals. Each Claim submitted for a pharmaceutical product must include standard Coded Service Identifier(s), a National Drug Code ("NDC") number of the covered medication, a description of the product, and dosage and units administered. Unless otherwise required under Regulatory Requirements, Plan shall not reimburse for any pharmaceuticals that are not administered to the Member and/or deemed contaminated and/or considered waste.
Coding Updates. Coded Service Identifier(s) used to define specific rates are updated from time to time to reflect new, deleted or replacement codes. Anthem shall use commercially reasonable efforts to update all applicable Coded Service Identifiers within sixty (60) days of release by CMS or other applicable authority. When billing codes are updated, Provider is required to use appropriate replacement codes for Claims for Covered Services, regardless of whether this Agreement has been amended to reflect changes to standard billing codes. If Provider bills a revised code prior to the effective date of the revised code, the Claim will be rejected or denied and Provider shall resubmit Claim with correct code. In addition, Claims with codes which have been deleted will be rejected or denied.
Coding Software. Updates to Anthem's Claims processing filters, code editing software, pricers, and any edits related thereto, as a result of changes in Coded Service Identifier(s) reporting guidelines and instructions, shall take place automatically and do not require any notice, disclosure or amendment to Provider.
Modifiers. All appropriate modifiers must be submitted in accordance with Regulatory Requirements, industry standard billing guidelines and Policies. If appropriate modifiers are not submitted, Claims may be rejected or denied.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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New/Expanded Service or New/Expanded Technology. In accordance with the Scope/Change in Status section of the Agreement, as of the Effective Date of this Agreement, any New/Expanded Service or New/Expanded Technology (defined below) is not reimbursable under this Agreement. Notwithstanding the foregoing, Provider may submit the following documentation to Anthem at least sixty (60) days prior to the implementation of any New/Expanded Service or New/Expanded Technology for consideration as a reimbursable service: (1) a description of the New/Expanded Service or New/Expanded Technology; (2) Provider's proposed charge for the New/Expanded Service or New/Expanded Technology; (3) such other reasonable data and information required by Anthem to evaluate the New/Expanded Service or New/Expanded Technology. In addition, Anthem may also need to obtain approval from applicable Agency prior to Anthem making determination that New/Expanded Service or New/Expanded Technology can be considered a reimbursable service. If Anthem agrees that the New/Expanded Service or New/Expanded Technology may be reimbursable under this Agreement, then Anthem shall notify Provider, and both parties agree to negotiate in good faith, a new Anthem Rate for the New/Expanded Service or New/Expanded Technology within sixty (60) days of Anthem's notice to Provider. If the parties are unable to reach an agreement on a new Anthem Rate for the New/Expanded Service or New/Expanded Technology before the end of the sixty (60) day period, then such New/Expanded Service or New/Expanded Technology shall not be reimbursed by Anthem, and the Payment in Full and Hold Harmless provision of this Agreement shall apply.
a."New/Expanded Service" shall be defined as a Health Service: (a) that Provider was not providing to Members as of the Effective Date of this Agreement and; (b) for which there is not a specific Anthem Rate as set forth in this PCS.
b."New/Expanded Technology" shall be defined as a technological advancement in the delivery of a Covered Service which results in a material increase to the cost of such service. New/Expanded Technology shall not include a new device, or implant that merely represents a new model or an improved model of a device or implant used in connection with a service provided by Provider as of the Effective Date of this Agreement.
Non-Priced Codes for Covered Services. Anthem reserves the right to establish a rate for codes that are not priced in this PCS or in the Fee Schedule(s), including but not limited to, Not Otherwise Classified Codes ("NOC"), Not Otherwise Specified ("NOS"), Miscellaneous, Individual Consideration Codes ("IC"), and By Report ("BR") (collectively "Non-Priced Codes"). Anthem shall only reimburse Non-Priced Codes for Covered Services in the following situations: (i) the Non-Priced Code does not have a published dollar amount on the then current applicable Plan, State or CMS Fee Schedule, (ii) the Non-Priced Code has a zero dollar amount listed, or (iii) the Non-Priced Code requires manual pricing. In such situations, such Non-Priced Code shall be reimbursed at a rate established by Anthem for such Covered Service. Notwithstanding the foregoing, Anthem shall not price Non-Priced Codes that are not Covered Services under the Members Health Benefit Plan. Anthem may require the submission of medical records, invoices, or other documentation for Claims payment consideration.
Reimbursement for Anthem Rate Based on Eligible Charges. Notwithstanding any reimbursement amount set forth herein, Provider shall only be allowed to receive such reimbursement if such reimbursement is for an Eligible Charge. In addition, if Provider reimbursement is under one or more of the following methodologies: Capitation, Case Rate, DRG Rate, Encounter Rate, Global Case Rate, Per Diem Rate, Per Relative Value Unit (RVU), and Per Visit Rate, then individual services billed shall not be reimbursed separately, unless otherwise specified in Article IV of this PCS.
Reimbursement for Subcontractors. Plan shall not be liable for any reimbursement in addition to the applicable Anthem Rate as a result of Provider's use of a subcontractor. Provider shall be solely responsible to pay subcontractors for any Health Services, and shall via written contract, contractually prohibit such subcontractors from billing, collecting or attempting to collect from Anthem, Plan or Members. Notwithstanding the foregoing, if Anthem has a direct contract with the subcontractor, the direct contract shall prevail over this Agreement and the subcontractor shall bill Anthem under the direct contract for any
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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subcontracted services, with the exception of nursing services provided for Home Infusion Therapy, or unless otherwise agreed to by the parties.
Tax Assessment and Penalties. The Anthem Rates in this Agreement include all sales and use taxes and other taxes on Provider revenue, gross earnings, profits, income and other taxes, charges or assessments of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed against or collectible by Provider with respect to Covered Services, unless otherwise required by Agency pursuant to Regulatory Requirements. Neither Provider nor Plan shall add any amount to or deduct any amount from the Anthem Rates, whether on account of taxes, assessments, tax penalties or tax exemptions.
Updates to Anthem Rate(s) Based on External Sources. Unless otherwise required by Regulatory Requirements, and notwithstanding any proprietary fee schedule(s)/rate(s)/methodologies, Anthem shall use commercially reasonable efforts to update the Anthem Rate(s) based on External Sources, which include but are not limited to, i) CMS Medicare fee schedule(s)/rate(s)/methodologies; ii) Medicaid or State Agency fee schedule(s)/rate(s)/methodologies; iii), vendor fee schedule(s)/rate(s)/methodologies; or iv) or any other entity's published fee schedule(s)/rate(s)/methodologies ("External Sources") no later than sixty (60) days after Anthem's receipt of the final fee schedule(s)/rate(s)/methodologies change from such External Sources, or on the effective date of such final fee schedule(s)/rate(s)/methodologies change, whichever is later. The effective date of such final fee schedule(s)/rate(s)/methodologies change shall be the effective date of the change as published by External Sources. Claims processed prior to the implementation of the new Anthem Rate(s) in Anthem's payment system shall not be reprocessed, however, if reprocessing is required by Regulatory Requirements, and such reprocessing could result in a potential under and/or over payment to a Provider, then Plan may reconcile the Claim adjustments to determine the remaining amount Provider owes Plan, or that Plan owes to Provider. Any resultant overpayment recoveries (i.e. Provider owes Plan) shall occur automatically without advance notification to Provider. Unless otherwise required by Regulatory Requirements, Anthem shall not be responsible for interest payments that may be the result of a late notification by External Sources to Anthem of fee schedule(s)/rate(s)/methodologies change.
"Specialty Physician Group" means one or more licensed or certified medical practitioners who have specialized education, training or experience in accordance with the Regulatory Requirements of the state in which Health Services are rendered.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
"Specialty Provider Group (Non-MD or DO)" means one or more licensed or certified medical practitioner who has specialized education, training or experience in accordance with the Regulatory Requirements of the state in which Health Services are rendered.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS
For Covered Services provided by or on behalf of Provider to a Member who is enrolled in a product and/or program that is supported by a Network designated in this Agreement, Provider agrees to accept as the Anthem Rate, the lesser of Eligible Charges or the compensation as set forth below.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Reimbursement Rates |
CPT Code & Description |
Rate per Visit - 2023 |
Rate per Visit - 1/1/2024 to 12/31/2025 |
Commercial |
99422 NON-FACE TO FACE NEW & ESTABLISHED URGENT/ACUTE VISIT |
[**] |
[**] |
99423-GQ ASYNCHRONOUS NEW & ESTABLISHED DERM VISIT |
[**] |
[**] |
99213-GT OFFICE/OUTPATIENT VISIT EST - PSYCH |
[**] |
[**] |
99204 OFFICE/OUTPATIENT VISIT NEW - PSYCH |
[**] |
[**] |
99204-GQ OFFICE/OUTPATIENT VISIT NEW - SLEEP SPEC |
[**] |
[**] |
99214-GT OFFICE/OUTPATIENT VISIT EST - PSYCH |
[**] |
[**] |
99214 OFFICE/OUTPATIENT VISIT EST - SLEEP SPEC |
[**] |
[**] |
95806 SLEEP STUDY UNATT & RESP EFFT |
[**] |
[**] |
90834 BH THERAPY -MIDLEVEL |
[**] |
[**] |
90834 BH THERAPY -MD/PHD |
[**] |
[**] |
0488T DIABETES PREVENTION PROGRAM -0488T after 1st visit with Provider -0488T after 4th visit with Provider -0488T after 8th visit with Provider |
[**] |
[**] |
MUSCULOSKELETAL SERVICES 98975 -Milestone 1 - 1st visit with Provider-Tech Kit & Marketing Engagement services -Milestone 2 - 3 exercises modules with digital platform & unlimited chat with PT coach Platform -Milestone 3 – 6exercise modules with the digital platform & unlimited chat with PT coach 97161 |
Milestone 1 - [**] Milestone 2 & 3 - [**] |
Milestone 1 - [**] Milestone 2 & 3 - [**] |
Medicare Advantage |
99422 NON-FACE TO FACE NEW & ESTABLISHED URGENT/ACUTE VISIT |
[**] |
[**] |
90834 BH THERAPY -MIDLEVEL |
[**] |
[**] |
90834 BH THERAPY -MD/PHD |
[**] |
[**] |
99213-GT OFFICE/OUTPATIENT VISIT EST - PSYCH |
[**] |
[**] |
99204 OFFICE/OUTPATIENT VISIT NEW - PSYCH |
[**] |
[**] |
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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*The Anthem Rate for acute care/urgent care services (currently defined as CPT 99422 but includes any successor code) will be reviewed for a potential rate/visit change , beginning March 1, 2024. The review of the Anthem Rate for acute care/urgent care services will be done March 1, 2024, through April 30, 2024, for an effective date of a potential rate/visit change commencing January 1, 2025. The review will consider a variety of factors, including market conditions, to determine any mutually agreed upon change to the Anthem Rate for acute care/urgent care services as defined above. Any change as in the Anthem Rate, a result of the review, will be subject to mutual consent. If by June 1, 2024, the parties cannot agree to a change, the Anthem Rate will increase to [**]per visit effective January 1, 2025. Provider Access Fee In consideration of the payment of Access Fees (as set forth below), Provider shall provide, and ensure that Members gain prioritized access to Covered Services provided by Participating Providers via Live Health Online, a web-based communications system (“Platform”). Specifically, Provider shall ensure that Participating Providers provide, the following services: 1.1Availability of Participating Providers. Provider shall make available its Participating Providers to Anthem in order to provide Covered Services to Members on the Platform on a 24/7/365 basis during the term of this Agreement. 1.2Qualifications of Participating Providers. Throughout the term of this Agreement, all Participating Providers will be: (i) licensed in the state in which the patient receiving Covered Services is located; (ii) certified by one or more of the American Board of Medical Specialties (ABMS) or the AOA in Internal Medicine, Family Medicine, Pediatrics, Emergency Medicine, or other specialties as may be agreed upon by the parties; (iii) maintain levels of medical malpractice insurance as required by law to provide Covered Services; (iv) credentialed in accordance with NCQA’s CR1-8 standards, including verification of the Participating Provider’s licensure, board certification, malpractice history, controlled substances registration, disciplinary actions, education, work history, Medicare provider status, and other criteria as may be agreed upon from time to time by the parties, (v) hold any state or federal registrations necessary to issue prescriptions; and (vi) trained in the provision of professional medical services in an online setting. 1.3Standards and Requirements. Throughout the term of this Agreement, Provider shall require Participating Providers to: (i) provide Covered Services in a manner consistent with all accepted standards of professional practice; (ii) adhere to all ethical standards and requirements, local, state and federal laws and regulations; (iii) adhere to all terms of use applicable to use of the Platform; (iv) dress professionally and be located in a physical environment conducive to an effective, private conversation when providing the Covered Services; and (v) maintain access to a supported computer and web browser, a high-speed internet connection (DSL, cable modem, T1) and web camera, all in accordance with the Platform’s requirements. Anthem will pay an annual access fee to the Provider for each calendar year of the term of this Agreement in the amounts set forth below. These payments shall be paid annually in advance on the dates set forth below. |
Year |
Payment Date |
Payment Amount |
|
|
|
2023 |
December 15, 2022 |
[**] |
|
|
|
2024 |
December 15, 2023 |
[**] |
2025 |
December 15, 2024 |
[**] |
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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In addition to timely access requirements of the BCC Health Plan, which may be in this Agreement, the provider manual, or Policies the following requirements shall apply. In the event of a conflict, the strictest requirement shall apply. Provider Access Requirements Provider agrees to provide monthly and quarterly supporting reporting for all provider access requirements, subject to audit by Anthem. Urgent care/acute care Visits: •[**] of services under [**]wait (not including requested Providers), for Commercial and Medicare Advantage, calculated separately •Average wait time to equal [**]or less for Commercial and Medicare Advantage, calculated separately •Member drop off percentages: no more than [**]of total connections for Commercial and Medicare Advantage after [**] of wait time |
Provider access requirements will be reported monthly by the Provider to Anthem. If any of the Provider access requirements are not met for two consecutive months, Provider will credit a [**] reduction in the provider access fee on a pro-rated monthly basis which will be applied to the following Dec 15th access fee payment. For Year 2024, the Penalty will be reimbursed to Health Plan, if no Fee is scheduled to be paid December 2024.
Example: If 3 (three) requirements are missed two months in a row for the year, it would be [**]= Penalty
Example: If 1 (one) requirement are missed two months in a row for the year, it would be [**]= Penalty
Behavioral Health Visits:
Provider satisfaction measure: Provider will maintain a patient rated score of their satisfaction with the terapist, or Psychologist for therapy, and Psychiatrist for medical Visits at a minimum score of [**]
Unless otherwise mutually agreed to beyond the initial term, the parties hereto agree that all Provider access fees in place for the previous calendar year of the Agreement shall apply with respect to subsequent one (1) year renewals.
For clarity and notwithstanding anything set forth herein, the parties hereto agree that it shall not constitute a breach of the Agreement to the extent that Provider does not meet the Urgent care/acute care Visits Provider access requirements and Behavioral Health Visit Provider access requirements set forth above. Instead, if Provider is unable to meet those obligations on a monthly or quarterly basis, the parties will meet and Provider shall present a plan designed to meet these obligations on a going forward basis.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
CO STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern.
These provisions are specific to the state of Colorado and are required either by Plan, by statute, or by regulation.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE II
SERVICES/OBLIGATIONS
2.7Recoupment/Offset/Adjustment for Overpayments. Anthem shall be entitled to offset and recoup an amount equal to any overpayments or improper payments made by Anthem to Provider against any payments due and payable by Anthem to Provider with respect to any Health Benefit Plan under this Agreement. Provider shall voluntarily refund all duplicate or erroneous Claim payments regardless of the cause, including, but not limited to, payments for Claims where the Claim was miscoded, non-compliant with industry standards, or otherwise billed in error, whether or not the billing error was fraudulent, abusive or wasteful. Upon determination by Anthem that any recoupment, improper payment, or overpayment is due from Provider, Provider must refund the amount to Anthem within thirty (30) days of when Anthem notifies Provider. If such reimbursement is not received by Anthem within the thirty (30) days following the date of such notice, Anthem shall be entitled to offset such overpayment against any Claims payments due and payable by Anthem to Provider under any Health Benefit Plan in accordance with Regulatory Requirements. In such event, Provider agrees that all future Claim payments applied to satisfy Provider's repayment obligation shall be deemed to have been paid in full for all purposes, including section 2.6.1. Should Provider disagree with any determination by Plan that Provider has received an overpayment, Provider shall have the right to appeal such determination under Anthem's procedures set forth in the provider manual, and such appeal shall not suspend Anthem's right to recoup the overpayment amount during the appeal process unless suspension of the right to recoup is otherwise required by Regulatory Requirements. Anthem reserves the right to employ a third party collection agency in the event of non-payment. Nothing in this section shall be construed to limit Provider's rights pursuant to Plan's procedures for provider-carrier dispute resolution. For Claims not subject to Colorado state law, as amended from time to time, Plan may adjust such Claims, provided such erroneous payment has been identified and notice of the error has been provided to Provider.
2.8Use of Subcontractors. Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein. Provider shall require such subcontractors to abide by the terms and conditions of this Agreement, and all applicable policies, procedures, and manuals.
2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider and all subcontractors performing services under this Agreement, agree to cooperate and comply with, Anthem provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of material modifications thereto. Provider agrees to communicate those changes to all applicable subcontractors.
ARTICLE VII
DISPUTE RESOLUTION AND ARBITRATION
7.1 Dispute Resolution. All disputes between Anthem and Provider arising out of or related in any manner to this Agreement shall be resolved using the dispute resolution and arbitration procedures as set forth below. Provider shall exhaust any other applicable provider appeal/provider dispute resolution procedures under this Agreement and any applicable exhaustion requirements imposed by Regulatory Requirements as a condition precedent to Provider's right to pursue the dispute resolution and arbitration procedures as set
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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forth below. In the resolution of any dispute, there shall be available those remedies at law, in equity, and including injunctive relief.
7.1.1 In order to invoke the dispute resolution procedures in this Agreement, a party first shall send to the other party a written demand letter that contains a detailed description of the dispute and all relevant underlying facts, a detailed description of the amount(s) in dispute and how they have been calculated and any other information that the Anthem provider manual(s) may require Provider to submit with respect to such dispute. If the total amount in dispute as set forth in the demand letter is less than two hundred thousand dollars ($200,000), exclusive of interest, costs, and attorneys' fees, then within twenty (20) days following the date on which the receiving party receives the demand letter, representatives of each party's choosing shall meet to discuss the dispute in person or telephonically in an effort to resolve the dispute. If the total amount in dispute as set forth in the demand letter is two hundred thousand dollars ($200,000) or more, exclusive of interest, costs, and attorneys' fees, then within ninety (90) days following the date of the demand letter, the parties shall engage in non-binding mediation in an effort to resolve the dispute unless both parties agree in writing to waive the mediation requirement. The parties shall mutually agree upon a mediator, and failing to do so, Judicial Arbitration and Mediation Services ("JAMS") shall be authorized to appoint a mediator.
ARTICLE VIII
TERM AND TERMINATION
8.2 Termination Without Cause. Either party may terminate this Agreement without cause at any time by giving at least ninety (90) days prior written notice of termination to the other party. Notwithstanding the foregoing, should a Participation Attachment(s) contain a longer without cause termination period, the Agreement shall continue in effect only for such applicable Participation Attachment(s) until the termination without cause notice period in the applicable Participation Attachment(s) ends.
ARTICLE IX
GENERAL PROVISIONS
9.1 Amendment. Except as otherwise provided for in this Agreement or as otherwise required by CRS 25-37-101, Anthem retains the right to amend this Agreement, the Anthem Rate, any attachments or addenda by making a good faith effort to provide notice to Provider at least ninety (90) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or ninety (90) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider. Notwithstanding anything herein, and where permitted by Regulatory Requirements, any other amendment to this Agreement may be accomplished upon thirty (30) days written notice to Provider.
9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered by Provider at the Provider's location(s) on file with Anthem. Anthem may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its locations, business or operations, corporate form or status, or tax identification number; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Anthem with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in mailing address or similar demographic information.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
9.5 Entire Agreement. This Agreement, exhibits, attachments, appendices, and amendments hereto, and the provider manual(s), together with any items incorporated herein by reference, constitute the entire understanding between the parties and supersedes all prior oral or written agreements between them with respect to the matters provided for herein. If there is an inconsistency between any of the provisions of this Agreement and the provider manual(s), then this Agreement shall govern. In addition, if there is an inconsistency between the terms of this Agreement and the terms provided in any attachment to this Agreement, then the terms provided in that attachment shall govern. The summary disclosure form is for
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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informational purposes only, is not an attachment to this Agreement and does not constitute a term and condition of this Agreement.
9.13 Waiver. Neither the waiver by either of the parties of a breach of any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasion, to enforce any of the provisions of this Agreement, shall thereafter be construed as a waiver of any subsequent breach of any of the provisions of this Agreement.
9.13.1 Waiver of Law. This Agreement shall not require as a condition of contracting that Provider waive or forego any right or benefit to which the Provider may be entitled. [Required by 25-37-109]
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the following Networks on the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
Commercial lines of business:
Health Benefit Plans in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status or funding source. Provider participates in Networks which support such Health Benefit Plans including but not limited to the following:
•HMO (includes group HMO and POS products such as: HMOC, Blue Priority, Pathway HMO, Pathway Essentials)
•Indemnity/Traditional/Standard (includes indemnity/traditional/standard products such as: Indemnity)
•PPO (includes PPO, EPO and CDHP products such as: PPO, Blue Priority, Pathway PPO/EPO, Pathway Essentials)
Government Programs:
Health Benefit Plans issued pursuant to an agreement between Plan and Agency in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status. Provider participates in the following Networks which support such Health Benefit Plans:
•Medicare HMO (includes group HMO and POS products such as: Medicare Advantage HMO)
•Medicare PPO (includes PPO products such as: Medicare Advantage PPO)
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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COMMERCIAL BUSINESS PARTICIPATION
ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD
PROVIDER AGREEMENT
ARTICLE I
DEFINITIONS
"Clean Claim" unless, otherwise set forth in the Health Benefit Plan, shall have the meaning set forth in 10- 16-106.5(2), C.R.S. and related regulations, as amended from time to time.
"Material Change" means a change to this Attachment for Commercial Business, including any referenced document incorporated herein, that decreases the health care provider's payment or compensation, changes the administrative procedures in a way that may reasonably be expected to significantly increase the provider's administrative expense, replaces the maximum allowable cost list used with a new and different maximum allowable cost list by a person or entity for reimbursement of generic prescription drug claims, or adds a new category of coverage. A Material Change does not include:
(a)a decrease in payment or compensation resulting solely from a change in a published fee schedule upon which payment or compensation is based and the date of the applicability is clearly identified in the Agreement.
(b)a decrease in payment or compensation resulting from a change in the fee schedule specified in the Agreement for pharmacy services such as a change in a fee schedule based on average wholesale price or maximum allowable cost.
(c)a decrease in payment or compensation that was anticipated under the terms of the Agreement and where the amount and date of applicability of the decrease is clearly identified herein;
(d)an administrative change that may significantly increase the provider's administrative expense, the specific applicability of which is clearly identified herein;
(e)changes to an existing prior authorization, precertification, notification, or referral program that do not substantially increase the provider's administrative expense; or
(f)changes to an edit program or to specific edits; however, the health care provider shall be provided notice of the changes pursuant to Regulatory Requirements and the notice shall include information sufficient for the health care provider to determine the effect of the change.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ColoradoProvider Agreement Commercial Attachment © 2022 Mar - RockyMountain Hospital and Medical Services,Inc. © 2022 Mar - HMOColorado, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Clean Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Clean Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC"), the National Uniform Billing Committee ("NUBC"), or as otherwise set forth in the PCS.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within thirty (30) days. Failure to provide Anthem or Plan with the required information may result in the Claim being denied.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from, and shall only have a cause of action against the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ColoradoProvider Agreement Commercial Attachment © 2022 Mar - RockyMountain Hospital and Medical Services,Inc. © 2022 Mar - HMOColorado, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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2.4Plan Payment Time Frames. Anthem, Plan or their designee and Provider, where required by Regulatory Requirements or the Health Benefit Plan, shall comply with the requirements of the Colorado prompt payment legislation, as may be applicable, for payment of Clean Claims for Commercial Business Covered Services. Such payment shall be made within thirty (30) days following receipt of a properly completed and submitted Clean Claim if submitted electronically and forty-five (45) days if submitted by hard copy. In the event additional information is required to appropriately process the Claim, Anthem will request such information within thirty (30) days of receipt of the Claim. Failure of Provider to provide the information requested within thirty (30) days of receipt of the request shall be grounds for denial of the Claim. In the event the Colorado prompt payment legislation is not applicable, Anthem shall require Plans or their designees to use commercially reasonable efforts to make payment or arrange for payment for all Clean Claims for Commercial Business Covered Services submitted by Provider within the time frames set forth in this section 2.4.
2.8Adjustment Requests for Commercial Business Members. In addition to the Adjustment Requests provision in the Agreement, if Provider believes a Claim has been improperly adjudicated for a Commercial Business Covered Service for which Provider timely submitted a Claim to Plan or its designee, Provider must submit a Claim Action Request Form ("CARF") or make a request for an adjustment with Plan or its designees within twelve (12) months from the date of Plan's payment or explanation of payment, unless otherwise set forth in the provider manual. The request must be submitted in accordance with Plan's CARF or payment inquiry process. Requests for CARF or adjustments submitted after this date may be denied for payment, and Provider will not be permitted to bill Anthem, Plan, or the Commercial Business Member for those services for which payment was denied.
2.9Prior Authorization. Consistent with utilization management, or unless otherwise set forth by Regulatory Requirements or the Health Benefit Plan, when a Plan requires prior authorization for a Commercial Business Covered Service, the provider who recommends or orders such Commercial Business Covered Service shall have sole responsibility for obtaining the required authorization, and not the Commercial Business Member. If a reduction in or denial of payment is imposed for failure of Provider to comply with Plan's utilization management, as set forth in the provider manual(s), Provider agrees that Anthem, Plan, and Commercial Business Member are not responsible for the amount of such reduction or denial.
2.10Standing Referrals. Consistent with utilization management, or unless otherwise set forth by Regulatory Requirements or the Health Benefit Plan, Commercial Business Member shall be allowed to receive a standing referral, as defined in CRS 10-16-102 (64), for Medically Necessary treatment, to a specialist or specialized treatment center who is a Participating Provider. The primary care physician for the Commercial Business Member, in consultation with the specialist and Commercial Business Member, shall determine that the Commercial Business Member needs ongoing care from the specialist in order to make the standing referral. A time period for the standing referral, not to exceed one (1) year unless authorized by Plan, shall be determined by the primary care physician in consultation with the specialist or specialized treatment center. The specialist or specialized treatment center shall refer the Commercial Business Member back to the primary care physician for primary care. Treatment provided by the specialist or specialized treatment center must comply with all provisions of the Commercial Business Member's Health Benefit Plan. The primary care physician shall record the reason, diagnosis or treatment plan necessitating the standing referral.
2.11Office Closure. Provider may close office to new patients upon sixty (60) days written notice to Anthem. The notice shall state the reason(s) for closing the office to new patients. "New Patients" shall mean patients who have not been seen by Provider in the three (3) years prior to the date notice is provided to Anthem. Changing category of coverage or changing from one provider or entity to another does not make a patient a "new patient".
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.12Recoupment/Offset/Adjustment for Overpayments for Commercial Business Members. For Claims subject to CRS 10-16-704 (4.5), as amended from time to time, Plan may adjust such Claims within twelve (12) months from the date of the original explanation of benefits which included the erroneous or duplicate payment. Plan may retroactively adjust Claims based on coordination of benefits with federally funded health plans, including Medicare and Medicaid within three (3) years of the date of service. Plan shall not retroactively adjust Claims based on eligibility if Provider received verification of eligibility within two (2) business days prior to providing a Commercial Business Covered Service. For Claims not subject to Colorado state law, as amended from time to time, Plan may adjust such Claims, provided such erroneous payment has been identified and notice of the error has been provided to Provider.
2.13Provider Discussions. Provider shall not be prohibited from, and thus shall not be terminated, denied or otherwise have its participation or tiering in one or more of Anthem's provider networks conditioned, as a result of, expressing disagreement with Anthem's decision to deny or limit benefits to a Commercial Business Member because Provider assists the Commercial Business Member to seek reconsideration of Anthem's decision or because Provider discusses with a current, former, or prospective patient any aspect of the patient's medical condition, any proposed treatments or treatment alternatives, whether covered by the Health Benefit Plan or not, policy provisions of Health Benefit Plan, or Provider's personal recommendation regarding selection of a health plan based on the Provider's personal knowledge of the health needs of the patient. Provider shall not be prohibited from, and thus shall not be terminated, denied or otherwise have its participation or tiering in one or more of Anthem's provider networks conditioned, as a result of, doing any of the following in good faith: (i) communicating with a public official or other person concerning public policy issues related to health care items or services, (ii) filing a complaint, making a report or comments to an appropriate governmental body regarding actions, policies or practices of Anthem that Provider believes might negatively affect the quality of or access to, patient care, (iii) providing testimony, evidence, opinion, or any other public activity in any forum concerning a violation or possible violation of the provisions of this Section 2.13, (iv) reporting what Provider believes to be a violation of law to an appropriate authority, or (v) participating in any investigation into a violation or possible violation of any provision of this Section 2.13. Notwithstanding the forgoing, nothing in this Section 2.13 shall permit Provider, and Provider is prohibited, from making, publishing, disseminating, or circulating directly or indirectly or aiding, abetting, or encouraging the making, publishing, disseminating, or circulating of any oral or written statement or any pamphlet, circular, article, or literature that is false or maliciously critical of Anthem and calculated to injure Anthem. Furthermore nothing in this Section 2.13 shall prohibit Anthem from (i) terminating this Agreement because Provider materially misrepresents the provisions, terms, or requirements of Anthem's Health Benefit Plans, or (ii) terminating this Agreement without cause pursuant to the provisions of this Agreement.
2.13.1 Provider shall not be subjected to financial disincentives by Anthem based on the number of referrals made to Participating Providers in a Commercial Business Member's Health Benefit Plan for Commercial Business Covered Services, so long as Provider adheres to Anthem's utilization review policies and procedures.
2.14Member Satisfaction Survey/Feedback – Pain Treatment. Anthem shall not take an adverse action against Provider or provide financial incentives or subject Provider to financial disincentives based solely on a Member satisfaction survey or other method of obtaining Member feedback relating to the Member's satisfaction with pain treatment.
ARTICLE III
TERMINATION
3.1Termination-Commercial Business Attachment and/or Network(s). At any time either party may terminate, without cause, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least ninety (90) days prior written notice of
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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termination to the other party. Following any termination as described herein, the remainder of the Agreement shall remain in full force and effect, if applicable. This provision shall not apply to Provider's participation in Anthem's Indemnity/Standard/Traditional products, unless Provider only participates in such products.
3.2Commercial Business Continuation of Care Upon Termination. In addition to the Continuation of Care Upon Termination provision in the Agreement, and unless otherwise required by Regulatory Requirements, Provider shall, upon termination of the Agreement for reasons other than the grounds set forth in the "Immediate Termination" section of the Agreement, continue to provide and be compensated for Commercial Business Covered Services to Commercial Business Members under the terms and conditions of the Agreement for sixty (60) days after the effective date of such termination. In either event, notwithstanding the foregoing, any Commercial Business Covered Services that are part of the global charge for the Health Services which caused an admission for such Health Services shall continue to be rendered and subject to the global charge in accordance with the Agreement, even though the Commercial Business Member has been discharged from Provider. In addition, Provider agrees to accept payment under the Agreement for those Commercial Business Members receiving outpatient treatment at the time of termination of the Agreement for which payment for such outpatient treatment was contemplated pursuant to a financial arrangement that constitutes a prepayment arrangement. So long as this Agreement in effect and notwithstanding subsection 3.3.2, if a Commercial Business Member's coverage is terminated for any reason other than nonpayment of premium, fraud, or abuse, Provider shall continue to provide and be compensated for Commercial Business Covered Services to Commercial Business Members under the terms and conditions of the Commercial Business Members' Health Benefit Plans and the Agreement until such Commercial Business Members are discharged from Provider. For purposes of this section, "discharge" shall mean the Commercial Business Member's physical release from Provider.
3.3Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.3.1Any provisions required in order to comply with Regulatory Requirements; and
3.3.2Commercial Business Continuation of Care Upon Termination.
ARTICLE IV
GENERAL PROVISIONS
4.1 This provision intentionally left blank.
4.3 Material Change. Anthem reserves the right to amend its policies and procedures (incorporated by reference herein) for Commercial Business by providing Provider with a written description of the Material Change at least ninety (90) days prior to the date that the Material Change becomes effective (the "Notice Period") on a form entitled "Notice of Material Change to Contract." The date that Anthem sends the material change notice by U.S. mail shall be referred to as the "Notice Date," and it shall mark the beginning of the Notice Period.
If the Provider does not object to this Material Change, in the manner described below, the Material Change will become effective at the end of the Notice Period. However, if Provider objects to the Material Change, Provider may terminate this Agreement rather than complying with the Material Change terms.
If the Provider objects in writing to the Material Change within fifteen (15) days and there is no resolution of the objection either party may terminate the contract upon written notice of termination provided to the other party not later than sixty (60) days before the effective date of the Material Change.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ColoradoProvider Agreement Commercial Attachment © 2022 Mar - RockyMountain Hospital and Medical Services,Inc. © 2022 Mar - HMOColorado, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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If Provider gives Anthem notice of Provider's intent to terminate the Agreement, as described above, Anthem has the right to notify Provider that Anthem will not implement the Material Change as to Provider. If Anthem chooses to exercise this option, its notice to Provider must be in writing and given within sixty (60) days of the Notice Date. If Anthem gives Provider this notice, then this Agreement will not terminate, and the Material Change will not be applied to Provider.
If a change to the contract is administrative only and is not a Material Change, the change shall be effective upon at least fifteen (15) days' notice to the Provider. All other notices shall be provided pursuant to the contract.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ColoradoProvider Agreement Commercial Attachment © 2022 Mar - RockyMountain Hospital and Medical Services,Inc. © 2022 Mar - HMOColorado, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PLAN COMPENSATION SCHEDULE ("PCS")
I. DEFINITIONS
"Emergency Condition" means a medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) such that a prudent layperson, with an average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention to result in (1) serious jeopardy to the health of the individual (or unborn child); (2) serious impairment to bodily functions; or (3) serious dysfunction of any bodily organ or part.
"Emergency Services" means those services necessary to screen for, diagnose or stabilize an Emergency Condition. Anthem shall compensate Provider for Emergency Services, if at all, according to the Member's Health Benefit Plan.
Specialty Physician Group Obligations. Provider will use his or her best efforts to require any non-participating Network health care provider to whom a Member is referred to abide by the terms of this Agreement. Provider must provide for the availability of emergency services twenty-four (24) hours, seven (7) days a week and to arrange for coverage by another provider when absent from his or her practice and, if such covering health care provider is not a Participating Provider, to use Provider's best efforts to cause such covering health care provider to abide by the terms of this Agreement.
Unless Anthem explicitly agrees otherwise, Provider acknowledges he or she is a Participating Provider at ALL locations and under ALL tax identification numbers. Furthermore, Provider agrees to notify Anthem in writing of each separate tax identification number under which Provider received compensation.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Anthem will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Specialty Provider Group (Non-MD or DO) Obligations. Provider will use his or her best efforts to require any non-participating Network health care provider to whom a Member is referred to abide by the terms of this Agreement. Provider must provide for the availability of emergency services twenty-four (24) hours, seven (7) days a week and to arrange for coverage by another provider when absent from his or her practice and, if such covering health care provider is not a Participating Provider, to use Provider's best efforts to cause such covering health care provider to abide by the terms of this Agreement.
Unless Anthem explicitly agrees otherwise, Provider acknowledges he or she is a Participating Provider at ALL locations and under ALL tax identification numbers. Furthermore, Provider agrees to notify Anthem in writing of each separate tax identification number under which Provider received compensation.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Anthem will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ColoradoProvider Agreement PCS © 2022 July - RockyMountain Hospital and Medical Services, Inc. © 2022 July - HMOColorado, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on one hundred percent (100%) of the CMS Medicare fee schedules.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ColoradoProvider Agreement PCS © 2022 July - RockyMountain Hospital and Medical Services, Inc. © 2022 July - HMOColorado, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
CT STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern
The following provisions shall apply to all Health Benefit Plans issued in the State of Connecticut, unless otherwise set forth by statute or regulation unless otherwise indicated in this Agreement.
ARTICLE I
DEFINITIONS
"Plan" means Anthem, an Affiliate, and/or an Other Payor, as applicable.
ARTICLE II
SERVICES/OBLIGATIONS
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Anthem Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Anthem Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Anthem Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit from, seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Anthem or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Anthem or an Affiliate. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
2.6.2.1Cost Shares, if applicable;
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, or experimental/investigational;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
c)The waiver notifies the Member of the approximate cost of the Health Service;
d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her Health Benefit Plan, except when Provider has been designated by Anthem to comply with utilization management for the Health Services provided by Provider to the Member.
2.6.2.4Provider acknowledges, that pursuant to section 20-7f, it is an unfair trade practice in violation of chapter 735a for any health care provider to request payment from a subscriber or an enrollee, other than a coinsurance, copayment, deductible or other out- of-pocket expense, for covered medical or emergency services or facility fees, as defined in section 19a-508c, or surprise bills; or to report to a credit reporting agency an enrollee's failure to pay a bill for such services when a health care center has primary responsibility for payment of such services, fees or bills.
2.6.2.5Provider also acknowledges, that pursuant to section 38a-477g, in the event of a health carrier or intermediary insolvency or other cessation of operations, the participating provider's obligation to deliver covered health care services to covered persons without requesting payment from a covered person other than a coinsurance, copayment, deductible or other out-of-pocket expense for such services will continue until the earlier of (i) the termination of the covered person's coverage under the network plan, including any extension of coverage provided under the contract terms or applicable state or federal law for covered persons who are in an active course of treatment, as set forth in subdivision (2) of subsection (g) of section 38a-472f, or are totally disabled, or (ii) the date the contract between the health carrier and the participating provider would have terminated if the health carrier or intermediary had remained in operation, including any extension of coverage required under applicable state or federal law for covered persons who are in an active course of treatment or are totally disabled.
2.8Use of Subcontractors. Subject to the terms and conditions of section 9.2 of this Agreement, Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate, and comply with, Anthem's provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Notwithstanding any other provision in this Agreement to the contrary, or as otherwise required by Regulatory Requirements, Anthem and Provider agree that Anthem shall have the right to modify the provider manual(s), and communicate Policies to Provider via electronic means, including e-mail and the Internet. Anthem shall provide no less than ninety (90) days' notice of a "Material Change" to the provider manual(s) and Policies. For purposes hereof, a "Material Change" shall be considered a change that alters the rights of a party hereunder or significantly alters a party's performance requirements or obligations hereunder. Provider may object in writing to any proposed "Material Change" within thirty (30) days following receipt of notice. Failure to object in writing shall constitute Provider's acceptance thereof. If Provider objects to a proposed change prior to its effective date, the proposed change shall still be effective with respect to the Provider, but Anthem and Provider shall discuss the terms of the change to attempt to reach a mutually acceptable resolution.
ARTICLE III
CONFIDENTIALITY/RECORDS
3.1 Proprietary and Confidential Information. Except as otherwise provided herein, all information and material provided by either party in contemplation of or in connection with this Agreement remains proprietary and confidential to the disclosing party. This Agreement, including but not limited to the Anthem Rates, is Anthem's proprietary and confidential information. Neither party shall disclose any information proprietary or confidential to the other, or use such information or material except: (1) as otherwise set forth in this Agreement; (2) as may be required to perform obligations hereunder; (3) as required to deliver Health Services or administer a Health Benefit Plan; (4) to Plan or its designees; (5) upon the express written consent of the parties; or (6) as required or allowed by Regulatory Requirements. Notwithstanding the foregoing, either party may disclose such information to its legal advisors, lenders and business advisors, provided that such legal advisors, lenders and business advisors agree to maintain confidentiality of such information. Provider and Anthem shall each have a system in place that meets all applicable Regulatory Requirements to protect all records and all other documents relating to this Agreement which are deemed confidential by law. Any disclosure or transfer of proprietary or confidential information by Provider or Anthem will be in accordance with applicable Regulatory Requirements. Provider shall immediately notify Anthem if Provider is required to disclose any proprietary or confidential information at the request of an Agency or pursuant to any federal or state freedom of information act request.
3.3 Network Provider/Patient Discussions. Notwithstanding any other provision in this Agreement and regardless of any benefit or coverage exclusions or limitations associated with a Health Benefit Plan, Provider shall not be prohibited from discussing fully with a Member any issues related to the Member's health including recommended treatments, treatment alternatives, treatment risks and the consequences of any benefit coverage or payment decisions made by Plan or any other party. Plan shall not refuse to allow or to continue the participation of any otherwise eligible provider, or refuse to compensate Provider in connection with services rendered, solely because Provider has in good faith communicated with one or more of his/her/its current, former or prospective patients regarding the provisions, terms or requirements of a Health Benefit Plan as they relate to the health needs of such patient. In addition, nothing in this Agreement shall be construed to create any financial incentive for Provider to withhold Covered Services.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem Insurance Companies,Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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ARTICLE VIII
TERM AND TERMINATION
8.1Term of Agreement. This Agreement shall commence at 12:01 AM on the Effective Date for a term of one (1) year, and shall continue automatically in effect thereafter for consecutive one (1) year terms unless otherwise terminated as provided herein.
8.1.1Term of Agreement if Provider is licensed and located in the State of Rhode Island. This provision replaces section 8.1, if Provider is licensed and located in the State of Rhode Island. This Agreement shall commence on the Effective Date and shall remain in effect until December 31st of the year in which the Effective Date occurs ("Initial Term"), subject to the termination provisions as specified in this Agreement. Thereafter, this Agreement shall automatically renew for an additional twelve (12) consecutive month term, and shall renew from year to year thereafter each January 1st, subject to the termination provisions as specified in this Agreement, unless Anthem provides Provider with written notice of its intention not to extend the term of the Agreement at least ninety (90) days prior to the end of the Initial Term or any subsequent term.
8.2Termination Without Cause. Either party may terminate this Agreement without cause at any time by giving at least one hundred twenty (120) days prior written notice of termination to the other party. Notwithstanding the foregoing, should a Participation Attachment contain a longer without cause termination period, the Agreement shall continue in effect only for such applicable Participation Attachment until the termination without cause notice period in the applicable Participation Attachment ends.
8.2.1Termination Without Cause if Provider is licensed and located in the State of Rhode Island. Notwithstanding anything in "Termination Without Cause" section 8.2 to the contrary, if Provider is licensed and located in the State of Rhode Island, Anthem may not terminate this Agreement without cause.
8.9Rhode Island Licensed Clinicians Only. Provider may appeal any decision made by Anthem that results in the suspension or termination of this Agreement or of Provider's status as a Participating Provider, except any decision by Anthem not to renew this Agreement at the end of the Initial term or any subsequent term. Such appeal shall be in accordance with the appeal procedure attached hereto as Rhode Island Appendix 1 and shall be subject to the following:
aAnthem shall notify Provider in writing of Anthem's proposed action, or immediate action pursuant to paragraph (c) hereof, including the reason(s) for such action;
bthe appeal, if requested, shall be completed prior to the implementation of any proposed action(s); and
cwhen Anthem has reason to suspect that there is immediate danger to a Member, Anthem shall notify the Rhode Island Director of Health immediately and shall take the appropriate action to protect Members, notwithstanding any provision herein to the contrary.
Provider may waive, in writing, the due process procedures as set forth herein, but Anthem shall not require Provider to waive his/her rights to due process as a condition of this Agreement.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem Insurance Companies,Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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ARTICLE IX
GENERAL PROVISIONS
9.1Amendment. Except as otherwise provided for in this Agreement, Anthem may amend this Agreement and any attachments or addenda by providing notice to Provider at least thirty (30) days in advance of the effective date of the amendment. "Material Changes" as defined in section 2.9 of the Agreement shall be issued to Provider at least ninety (90) days in advance of the effective date of the amendment. Provider may object in writing to any proposed amendment within thirty (30) days following receipt of notice. Failure to object in writing shall constitute Provider's acceptance thereof. If Provider objects to a proposed amendment prior to its effective date, then the proposed amendment shall not go into effect with respect to Provider and Anthem and Provider may discuss the terms of the amendment to attempt to reach a mutually acceptable resolution. If no mutually acceptable resolution can be reached, either party may terminate this Agreement by providing at least one hundred twenty (120) days' notice to the other party. Notwithstanding the foregoing, notice regarding fee schedule changes and rights to object thereto shall be in accordance with applicable Regulatory Requirements.
9.2Assignment. The rights under this Agreement, nor the duties hereunder, may be assigned or delegated, in whole or in part, by either party without the prior written consent of the other party. Any assignment or delegation by a party without such prior consent shall be voidable at the sole discretion of the non- assigning/non-delegating party. Notwithstanding the foregoing, by executing this Agreement, Provider hereby expressly agrees that Anthem may assign its rights under this Agreement, or delegate its duties hereunder, in whole or in part, to an Affiliate or an entity that has the right to use the Blue Cross and/or Blue Shield service marks or trade names in connection with any service performed by such entity and, further, that Anthem may assign its rights under this Agreement or delegate any of its duties hereunder in the ordinary course of business. In the event of a partial assignment or delegation of this Agreement by Anthem, the obligations of the Provider shall be performed for Anthem with respect to the part retained and shall be performed for Anthem delegate/assignee with respect to the part delegated or assigned, and such delegate/assignee is solely responsible to perform all obligations of Anthem's with respect to the part delegated or assigned. The rights and obligations of the parties hereunder shall inure to the benefit of, and shall be binding upon, any permitted successors and assigns of the parties hereto.
9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered by Provider at the Provider's location(s) on file with Anthem. Anthem may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its locations, business or operations, corporate form or status, tax identification number, or similar demographic information; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Anthem with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in mailing address.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the Networks: 1) when participation is determined by Plan in its sole discretion according to applicable law; or, 2) where there is no applicable law, on the later of the Effective Date of this Agreement or the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements:
•HMO (includes HMO and POS products such as: BlueCare Plan Programs; BlueCard POS Plan Programs; Off- Exchange Individual and Small Group HMO Plan Programs; and New England Health Plans Plan Programs)
•PPO Network (includes PPO, EPO and CDHP products such as: Century Preferred Products or Programs; State Preferred Products or Programs; PPO BlueCard PPO Products or Programs; Federal Employee Program Plan Programs; National Accounts Products or Programs; and UniCare Life and Health Insurance Company PPO Plan Programs)
•Blue Connection (Anthem Blue Cross and Blue Shield of CT's High Performance PPO Network)
•BlueCare Prime Network (supports BlueCare Prime HMO and PPO products and Plan programs)
•Traditional/Standard products and Plan programs
•Medicare Advantage HMO Network (supports MediBlueSM HMO, Dual Special Needs Plan ("DSNP"), Institutional Special Needs Plan ("ISNP"), and Chronic Special Needs Plan ("CSNP") products and Plan programs)
•Medicare Advantage PPO Network (supports MediBlueSM PPO and Dual Special Needs Plan ("DSNP") products and Plan programs)
•Medicare Advantage Select Network: MediBlueSM HMO Select
•Medicare Advantage Access Select Network: MediBlueSM PPO Select
•Pathway Small Group HMO Network (supports Anthem Pathway Small Group HMO products and Plan programs sold on the State of Connecticut Health Insurance Exchange and Anthem Pathway Small Group HMO products and Plan programs sold directly to customers)
•Pathway Small Group PPO Network (supports Anthem Pathway Small Group PPO products and Plan programs sold on the State of Connecticut Health Insurance Exchange and Anthem Pathway Small Group PPO products and Plan programs sold directly to customers)
•Pathway Individual HMO Network (supports Anthem Pathway Individual HMO products and Plan programs sold on the State of Connecticut Health Insurance Exchange and Anthem Pathway Individual HMO products and Plan programs sold directly to customers)
•Pathway Individual PPO Network (supports Anthem Pathway Individual PPO products and Plan programs sold on the State of Connecticut Health Insurance Exchange and Anthem Pathway Individual PPO products and Plan programs sold directly to customers)
•All other commercial business products and Plan programs for which Provider is a Participating Provider
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-State ProviderAgreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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COMMERCIAL BUSINESS PARTICIPATION
ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD
PROVIDER AGREEMENT
ARTICLE I
DEFINITIONS
"Clean Claim" means a bill for Covered Services or a line item of goods or services contained on one bill, which bill can be processed without obtaining additional information from the provider of service(s) or a third party and which bill otherwise meets Anthem's billing requirements. A Clean Claim does not include a Claim from a provider who is under investigation for fraud or abuse, or a Claim under review for Medical Necessity.
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Clean Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Clean Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC"), the National Uniform Billing Committee ("NUBC"), or as otherwise set forth in the PCS.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Connecticut ProviderAgreement Commercial Attachment © 2022 Mar AnthemHealth Plans, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.4Plan Payment Time Frames. Except as otherwise required by applicable law, Anthem shall require Plans or their designees to use best efforts to make payment or arrange for payment for all Clean Claims for Commercial Business Covered Services submitted by Provider within ninety (90) days exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or the extent of Plan's payment liability, if any, because of issues such as coordination or non duplication of benefits, subrogation, verification of coverage or eligibility for coverage. Interest, if any, shall be paid in accordance with applicable law.
2.4.1Provider may not bill Commercial Business Member for Commercial Business Covered Services, except for Cost Shares, where Plan denies payment because Provider has failed to comply with the terms or conditions of the Agreement or this Attachment.
2.4.2Provider acknowledges, that pursuant to section 20-7f, it is an unfair trade practice in violation of chapter 735a for any health care provider to request payment from a subscriber or an enrollee, other than a coinsurance, copayment, deductible or other out-of-pocket expense, for covered medical or emergency services or facility fees, as defined in section 19a-508c, or surprise bills; or to report to a credit reporting agency an enrollee's failure to pay a bill for such services when a health care center has primary responsibility for payment of such services, fees or bills.
2.8Connecticut HMO Compliance. The following provisions (the "State of Connecticut HMO Compliance Provisions") shall apply to Anthem HMO Programs. For purposes of these State of Connecticut HMO Compliance Provisions, the term "Anthem HMO Program" shall mean and be inclusive of but not limited to, BlueCare Health Plan programs and products, State BlueCare, Exchange HMO programs and products and off-Exchange HMO programs and products. For purposes of this section, the term Commercial Business Member shall be deemed to include an enrollee in an Anthem HMO Program. In the event of a conflict between provisions of the Agreement and these State of Connecticut HMO Compliance Provisions, these State of Connecticut HMO Compliance Provisions shall control with respect to Anthem HMO Programs.
2.8.1Provider hereby agrees that in no event, including but not limited to, nonpayment by Plan, Plan's insolvency, or breach of the Agreement shall Provider bill, charge, collect a deposit from, seek compensation, remuneration, or reimbursement from, or have any recourse against a Commercial Business Member or person acting on behalf of such Commercial Business Member, other than Plan, for Commercial Business Covered Services provided pursuant to the Agreement. This provision shall not prohibit collection of Cost Shares, or costs for Commercial Business non-Covered Services, which have not otherwise been paid by a primary or secondary carrier in accordance with Regulatory Requirements for coordination of benefits, from Commercial Business Member in accordance with the terms of the Commercial Business Member's Health Benefit Plan.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.8.2Provider agrees that in the event of Plan's insolvency or dissolution occurring when a Commercial Business Member is an inpatient on or after the date of such insolvency or dissolution, Provider shall continue to provide Covered Services to such Commercial Business Member through the last to occur of: i) the date for which premiums or other payments by or on behalf of the Commercial Business Member have been made; or ii) the date the Commercial Business Member is released from the facility in which the Commercial Business Member is an inpatient. Provider further agrees that in the event of Plan's insolvency or dissolution occurring when a Commercial Business Member is not an inpatient on or after the date of such insolvency or dissolution, Provider shall continue to provide Covered Services to such Commercial Business Member until the Commercial Business Member becomes covered under another health plan or until the date for which premiums or other payments by or on behalf of the Commercial Business Member have been made, whichever occurs first. In either case, prior to the date Covered Services are no longer required to be provided as set forth in this provision, the Commercial Business Member shall only be required to pay those amounts required to be paid by the Commercial Business Member under his/her Health Benefit Plan on an in- network basis.
2.8.3Provider further agrees: (i) that the provisions of paragraphs 2.8.1 and 2.8.2 of these State of Connecticut HMO Compliance provisions shall survive termination of the this Attachment regardless of the cause giving rise to termination and shall be construed to be for the benefit of Commercial Business Member, and (ii) that this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Plan and Commercial Business Member or persons acting on their behalf.
2.8.4If Provider contracts with other providers or facilities who agree to provide Commercial Business Covered Services to Commercial Business Members with the expectation of receiving payment directly or indirectly from Plan, such providers or facilities shall agree to abide by the provisions of paragraphs 2.8.1 and 2.8.2 and 2.8.3 of these State of Connecticut HMO Compliance provisions.
2.8.5Anthem hereby informs Provider, as required by applicable Connecticut law, that pursuant to Connecticut General Statutes Section 20-7f, it is an unfair trade practice in violation of Chapter 735a for any health care provider to request payment from a Commercial Business Member, other than Cost Shares, for Commercial Business Covered Services, or to report to a credit reporting agency an Commercial Business Member's failure to pay a bill for Commercial Business Covered Services when Plan has primary responsibility for payment of such services.
2.9No Modification of Member's Health Benefit Plan. Notwithstanding any other provision in the Agreement or this Attachment, nothing in the Agreement or this Attachment shall be construed to modify the rights and benefits contained in the Commercial Business Member's Health Benefit Plan.
2.10Management of High Risk Commercial Business Members. Plan may notify Provider about Commercial Business Members who have selected Provider as a Primary Care Physician ("PCP"), if applicable, or who have received services from Provider in the past. These Commercial Business Members may include individuals with chronic conditions that may benefit from preventive care measures and/or enhanced care management interventions. In connection with these Commercial Business Members, Plan may make one or more of the following requests of Provider ("Requests"): 1) phone calls to applicable Commercial Business Members to discuss their care needs and options; 2) the scheduling of visits for diagnosis and assessment; and 3) engagement with applicable Commercial Business Members to refer them to Plan or other providers for appropriate interventions or care management. Provider shall comply with Requests within thirty (30) days of their receipt by Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Connecticut ProviderAgreement Commercial Attachment © 2022 Mar AnthemHealth Plans, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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2.11Fees Charged by Dentists and Optometrists. Notwithstanding any other provision in the Agreement, and in accordance with Connecticut General Statutes at Section 38a-472h, dentists and optometrists licensed pursuant to chapters 379 and 380 shall not accept as payment an amount set by Anthem for services or procedures provided to a Commercial Business Member that are not Commercial Business Covered Services under such Commercial Business Member's Health Benefit Plan. No dentist or optometrist shall charge more for services or procedures that are not Commercial Business Covered Services than such dentist's or optometrist's usual and customary rate for such services or procedures.
ARTICLE III
TERMINATION
3.1Termination-Commercial Business Attachment and/or Network(s). At any time either party may terminate, without cause, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least one hundred twenty (120) days prior written notice of termination to the other party. Following any termination as described herein, the remainder of the Agreement shall remain in full force and effect, if applicable
3.2Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.2.1Any provisions required in order to comply with Regulatory Requirements; and
3.2.2Connecticut HMO Compliance.
ARTICLE IV
GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Connecticut ProviderAgreement Commercial Attachment © 2022 Mar AnthemHealth Plans, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PLAN COMPENSATION SCHEDULE ("PCS")
I. DEFINITIONS
"Emergency" or "Emergency Services" means the onset of a serious illness or injury which requires Emergency medical treatment; or the onset of symptoms of sufficient severity that a prudent layperson, acting reasonably, believes that Emergency medical treatment is needed.
Specialty Physician Group Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Anthem will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Specialty Provider Group (Non-MD or DO) Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Anthem will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or the amount(s) set forth on Anthem's Medicare Advantage Fee Schedule(s).
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules, or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment, or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Connecticut ProviderAgreement PCS © 2022 JulyAnthem Health Plans, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
GA STATE SPECIFIC PROVISIONS
ARTICLE II
SERVICES/OBLIGATIONS
2.2 Provider Non-discrimination. Provider will not differentiate, or discriminate against any Member as a result of his/her enrollment in a Health Benefit Plan, or because of race, color, creed, national origin, ancestry, religion, sex, marital status, age, disability, payment source, state of health, need for Health Services, status as a litigant, status as a Medicare or Medicaid beneficiary, sexual orientation, gender identity, or any other basis prohibited by law. Provider shall not be required to provide any type, or kind of Health Service to Members that he/she/it does not customarily provide to others. Additional requirements may be set forth in the applicable Participation Attachment(s).
ARTICLE IX
GENERAL PROVISIONS
9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered by Provider at the locations as set forth on the Provider Networks Attachment, incorporated herein by reference. Anthem may, in its discretion limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its locations, business or operations, corporate form or status, tax identification number, or similar demographic information; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Anthem with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in mailing address.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
9.5 Entire Agreement. This Agreement, exhibits, attachments, appendices, and amendments hereto, together with any items incorporated herein by reference, constitute the entire understanding between the parties and supersedes, replaces and terminates all prior oral or written agreements between them, and between individual Participating Providers (contracted or employed by Provider) and Plan, including any agreements arising out of or relating to any other Network(s), products, or matters of participation. If there is an inconsistency between any of the provisions of this Agreement and the provider manual(s), then, this Agreement shall govern. In addition, if there is an inconsistency between the terms of this Agreement and the terms provided in any attachment to this Agreement, then the terms provided in that attachment shall govern.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the Networks set forth below on the later of: (1) the Effective Date of this Agreement or; (2) the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
•Blue Open Access HMO/POS
•Pathway Guided Access HMO
•Pathway Enhanced HMO/POS
PROVIDER LOCATIONS
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims and applicable attachments to the Claims in an electronic format consistent with industry standards and as set forth in the provider manual(s), unless otherwise mandated by applicable Regulatory Requirements.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.4Plan Payment Time Frames. Anthem shall require Plans or their designees to use commercially reasonable efforts to adjudicate or arrange for adjudication for all Complete Claims for Commercial Business Covered Services submitted by Provider, in accordance with and to the extent applicable under O.C.G.A. 33-24-59.5, exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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GeorgiaProvider Agreement Commercial Attachment © 2022 Mar - Anthem InsuranceCompanies, Inc. © 2022 Mar - BlueCross Blue Shield Healthcare Plan of Georgia, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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the extent of Plan's payment liability, if any, because of issues such as coordination or non-duplication of benefits, subrogation, verification of coverage or eligibility for coverage. What constitutes a Complete Claim is specified elsewhere in the Agreement.
2.8Commercial Business Member Grievances. Provider and Anthem shall cooperate in all grievance proceedings of Commercial Business Members as established by Anthem and approved by the Georgia Department of Insurance.
2.9Maintenance and Access to Commercial Business Members Records. Provider shall maintain and Anthem shall have access to records for a period of at least six (6) years after the last encounter regarding Commercial Business Members except that the period shall be at least six (6) years after a minor reaches the age of majority for Commercial Business Members who are minors at the time of the last encounter, in accordance with prudent record-keeping procedures and shall comply with all applicable Regulatory Requirements regarding record keeping and such other record keeping requirements as may be set forth elsewhere in the Agreement. Records may be retained as originals, on microfilm, or in other useable format.
ARTICLE III TERMINATION
3.1Termination-Commercial Business Attachment and/or Network(s). At any time either party may terminate, without cause, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least one hundred eighty (180) days prior written notice of termination to the other party. Following any termination as described herein, the remainder of the Agreement shall remain in full force and effect, if applicable.
3.2Continuation of Care Upon Termination - Commercial Business Members. If the Agreement is terminated, Provider shall continue to provide Commercial Business Covered Services under the terms of the Agreement to Commercial Business Members who are hospital inpatients or receiving care in a freestanding ambulatory facility. If Provider is treating or providing care to a Commercial Business Member for a chronic or terminal illness, the Commercial Business Member shall have the right to continue to receive Health Services from Provider for a period up to ninety (90) days from the date of termination. If Provider is treating a Commercial Business Member in connection with a pregnancy, Provider shall, at the discretion of the Commercial Business Member, continue to treat the Commercial Business Member throughout the remainder of that pregnancy including six (6) week post delivery care. In such circumstances, Anthem will compensate Provider for such Commercial Business Covered Services, in accordance with the terms of this Agreement.
The Commercial Business Member shall not have the right to the continuation provision in this section if Provider is terminated as a result of the suspension or revocation of its license pursuant to section 8.4 of the Agreement, or if Anthem determines that provider poses a threat to the health, safety, or welfare of the Commercial Business Member.
3.3Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.3.1Any provisions required in order to comply with Regulatory Requirements; and
3.3.2Maintenance and Access to Commercial Business Members Records; and
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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GeorgiaProvider Agreement Commercial Attachment © 2022 Mar - Anthem InsuranceCompanies, Inc. © 2022 Mar - BlueCross Blue Shield Healthcare Plan of Georgia, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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3.3.3Continuation of Care Upon Termination - Commercial Business Members.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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GeorgiaProvider Agreement Commercial Attachment © 2022 Mar - Anthem InsuranceCompanies, Inc. © 2022 Mar - BlueCross Blue Shield Healthcare Plan of Georgia, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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MEDICARE ADVANTAGE PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE VI COMPENSATION AND AUDIT
6.1Submission and Adjudication of Medicare Advantage Claims. Unless otherwise instructed in the provider manual(s) or Policies applicable to Plan's Medicare Advantage Program, or unless required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
6.1.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the MA Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Clean Claims for MA Covered Services. Once Anthem determines Plan has any payment liability, all Clean Claims will be paid in accordance with the terms and conditions of a MA Member's Health Benefit Plan, the PCS, and the provider manual(s).
6.1.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC").
6.1.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 6.1 above, whichever is longer.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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GeorgiaProvider Agreement Medicare Adv. Attachment © 2022 Mar - Anthem InsuranceCompanies, Inc. © 2022 Mar - BlueCross Blue Shield Healthcare Plan of Georgia, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PLAN COMPENSATION SCHEDULE ("PCS")
I. DEFINITIONS
"Emergency Condition" is defined as a condition of recent onset and sufficient severity, including but not limited to, severe pain, that would lead a prudent layperson possessing average knowledge of medicine and health, to believe that his or her condition, sickness or injury is of such a nature that failure to obtain immediate medical care could result in: (1) placing the Member's health in serious jeopardy; (2) serious impairment to bodily functions; (3) serious dysfunction to any bodily organ or part; or (4) other serious medical consequences.
"Emergency Services" means those Covered Services provided to Members to treat an Emergency Condition only.
Specialty Physician Group Obligations. Provider is authorized pursuant to this Agreement to participate in Networks as a Specialty Physician. Provider is authorized to provide only those Covered Services which are customarily rendered by physician specialists who are board certified or board eligible in the medical specialty area(s) for which Provider has been approved by Plan. Provider agrees to provide Covered Services to Members in accordance with the terms of this Agreement and all attachments and appendices hereto.
Provider understands and agrees that Plan may require Members to select a Primary Care Physician ("PCP") at the time of enrollment in a Health Benefit Plan. Provider further agrees to provide Covered Services to those Members when referred to him/her by a PCP, or as otherwise permitted by this Agreement. Provider shall render Covered Services to Members as permitted by Provider's patient load and appointment calendar and shall accept Members as new patients as long as Provider is accepting non-Members as new patients.
Provider shall ensure that services provided are made available and accessible to Members promptly and in a manner that assures continuity of care (including coordinating overall health care and exchanging health records) and agrees to forward all clinical information in a timely manner to other Participating Providers engaged in treatment of Members. Provider agrees to provide Covered Services only when Medically Necessary, and only in such settings as is appropriate in the context of good patient care; this means that the Provider agrees to render such Covered Services in the most cost effective manner in the least costly setting required for the appropriate treatment of the condition for which treatment is required in the provision of safe quality care.
Provider shall make necessary and appropriate arrangements with other Specialty Physicians to assure the availability of Covered Services on a twenty-four (24) hours per day, seven (7) days per week basis, including arrangements to assure coverage of a Member referred by a PCP after hours or when Provider is otherwise absent. For Covered Services rendered by any covering Specialty Physician on behalf of Provider, it shall be Provider's sole responsibility to make suitable arrangements with the covering Specialty Physician regarding the manner in which said provider will be reimbursed or otherwise compensated; provided, however, that Provider shall ensure that the covering provider will not, under any circumstances, bill a Member or Plan for Covered Services rendered by a Specialty Physician who is covering on behalf of Provider. If Provider or a Specialty Physician providing alternative coverage cannot be reached within a reasonable period of time, then Plan is automatically authorized to make any necessary arrangements for a Member's medical care.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Provider agrees to abide by the referral management policies and procedures promulgated by Plan. It is understood and agreed that Provider will refer, with a Member's PCP's concurrence, Members to other Participating Providers, except in an emergency, when no such Participating Provider is available (in which case approval must be obtained from Plan prior to referral except in an emergency), or as otherwise permitted by Member's Health Benefit Plan. Upon referral, and with a Member's consent, Provider shall furnish such providers with complete information on treatment, procedures and diagnostic tests performed on Member prior to such referral.
Provider agrees that he/she will have and maintain active staff privileges with at least one participating hospital within the Anthem Network during the term of this Agreement. Provider agrees to admit Members or arrange for their admission within the participating hospital, unless Covered Services cannot be provided within the participating hospital or unless there is an emergency.
Provider agrees to ensure that all facilities and equipment used for and in the delivery of health care services which are required to be licensed and/or certified by law, shall be so licensed and/or certified. Provider agrees to provide a functional, sanitary, and comfortable environment for Members, personnel and the public. There shall be an adequate amount of space for services provided and disabilities treated, including waiting and reception areas, staff space, examining rooms, treatment areas, and storage. Plan reserves the right to audit Provider for compliance with this provision and other Policies and procedures, at any time during Provider's regular business hours following twenty-four (24) hours prior notice to Provider.
Provider agrees that he/she shall maintain in good standing: (1) a nonrestricted license to practice medicine in Georgia; and (2) a current Drug Enforcement Administration ("DEA") Certificate valid in the State of Georgia. Evidence of licenses shall be submitted to Anthem upon request and shall be kept on file with Anthem. Provider warrants that he/she does now and shall at all times during the term of this Agreement, comply with all applicable Regulatory Requirements relating to the ownership and operation of Provider's practice and related services and entities.
Provider shall cooperate with Plan in developing and implementing innovative methods for delivering services that promote cost effectiveness, quality care and superior customer service, as set forth in provider manual(s) and Policies.
Provider shall provide and encourage Member participation in appropriate preventive health education to promote achieving and maintaining a healthy lifestyle, as set forth in provider manual(s) and Policies.
Provider, in cooperation with Plan and various committees that may be established by Plan, shall establish, maintain, and, from time to time, review methods, procedures, and details of coverage and systems to ensure adequate Member coverage and quality of care at all times.
Provider agrees that Plan retains the right to change, revise, modify or alter the form and content of any Health Benefit Plan without prior notice to or approval by Provider.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Anthem will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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GeorgiaProvider Agreement PCS © 2022 July - Anthem Insurance Companies, Inc. © 2022 July - BlueCross Blue Shield Healthcare Plan of Georgia, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows, unless otherwise addressed in the Member's Health Benefit Plan documents:
Provider agrees to provide at no cost to Anthem, Plan or the Member, all information necessary for Plan or Anthem to determine its payment liability. Once Anthem determines Plan has any payment liability, all Complete/Clean Claims will be paid in accordance with the terms and conditions of a Member's Health Benefit Plan and Agreement.
MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on of the CMS Medicare fee schedules.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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GeorgiaProvider Agreement PCS © 2022 July - Anthem Insurance Companies, Inc. © 2022 July - BlueCross Blue Shield Healthcare Plan of Georgia, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
IN STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern.
The following provisions are required terms and conditions for the certain Health Benefit Plans that are issued in the State of Indiana.
ARTICLE VII
DISPUTE RESOLUTION AND ARBITRATION
7.2Arbitration. Any dispute within the scope of subsection 7.1.1 that remains unresolved at the conclusion of the applicable process outlined in subsection 7.1.1 shall be resolved by binding confidential arbitration in the manner as set forth below. Except to the extent as set forth below, the arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, provided, however, that the parties may agree in writing to further modify the JAMS Comprehensive Arbitration Rules and Procedures. The parties agree to be bound by the findings of the arbitrator(s) with respect to such dispute, subject to the right of the parties to appeal such findings as set forth herein. No arbitration demand shall be filed until after the parties have completed the dispute resolution efforts described in section 7.1 above. If the dispute resolution efforts described in section 7.1 cannot be completed within the deadlines specified for such efforts despite the parties' good faith efforts to meet such deadlines, such deadlines may be extended as necessary upon mutual agreement of the parties. Enforcement of this arbitration clause, including the waiver of class actions, shall be determined under the Federal Arbitration Act ("FAA"), including the FAA's preemptive effect on state law. The parties agree that the arbitration shall be conducted on a confidential basis pursuant to Rule 26 of the JAMS Comprehensive Arbitration Rules and Procedures. Subject to any disclosures that may be required or requested under Regulatory Requirements, the parties further agree that they shall maintain the confidential nature of the arbitration, including without limitation, the existence of the arbitration, information exchanged during the arbitration, and the award of the arbitrator(s). Nothing in this provision, however, shall preclude either party from disclosing any such details regarding the arbitration to its accountants, auditors, brokers, insurers, reinsurers or retrocessionaires.
7.2.1Location of Arbitration. The arbitration hearing shall be held in the city and state in which the Anthem office identified in the address block on the signature page of this Agreement is located, except that if there is no address block on the signature page, then the arbitration hearing shall be held in the city and state in which the Anthem entity that is a party to this Agreement has its principal place of business. Notwithstanding the foregoing, both parties can agree in writing to hold the arbitration hearing in some other location.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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7.2.2Selection and Replacement of Arbitrator(s). If the total amount in dispute is less than four million dollars ($4,000,000), exclusive of interest, costs, and attorneys' fees, the dispute shall be decided by a single arbitrator selected, and replaced when required, in the manner described in the JAMS Comprehensive Arbitration Rules and Procedures. If the total amount in dispute is four million dollars ($4,000,000) or more, exclusive of interest, costs, and attorneys' fees, the dispute shall be decided by an arbitration panel consisting of three (3) arbitrators, unless the parties agree in writing that the dispute shall be decided by a single arbitrator.
7.2.3Appeal. If the total amount of the arbitration award is five million dollars ($5,000,000) or more, inclusive of interest, costs, and attorneys' fees, or if the arbitrator(s) issues an injunction against a party, the parties shall have the right to appeal the decision of the arbitrator(s) pursuant to the JAMS Optional Arbitration Appeal Procedure. A decision that has been appealed shall not be enforceable while the appeal is pending. In reviewing a decision of the arbitrator(s), the appeal panel shall apply the same standard of review that a United States Court of Appeals would apply in reviewing a similar decision issued by a United States District Court in the jurisdiction in which the arbitration hearing was held.
7.2.4Waiver of Certain Claims. The parties, on behalf of themselves and those that they may now or hereafter represent, each agree to and do hereby waive any right to join or consolidate claims in arbitration by or against other individuals or entities or to pursue, on a class basis, any dispute; provided however, if there is a dispute regarding the applicability or enforcement of the waiver provision in this subsection 7.2.4, that dispute shall be decided by a court of competent jurisdiction. If a court of competent jurisdiction determines that such waiver is unenforceable for any reason with respect to a particular dispute, then the parties agree that section 7.2 shall not apply to such dispute and that such dispute shall be decided instead in a court of competent jurisdiction.
7.2.5Limitations on Injunctive Relief. The parties, on behalf of themselves and those that they may now or hereafter represent, each agree that any injunctive relief sought against the other party shall be limited to the conduct relevant to the parties to the arbitration and shall not be sought for the benefit of individuals or entities who are not parties to the arbitration. The arbitrator(s) are not authorized to issue injunctive relief for the benefit of an individual or entity who is not a party to the arbitration. The arbitrator shall be limited to issuing injunctive relief related to the specific issues in the arbitration.
ARTICLE VIII
TERM AND TERMINATION
8.7Continuation of Care Upon Termination.
8.7.1Unless otherwise set forth in the Health Benefit Plan or required by Regulatory Requirements, Provider shall, upon termination of this Agreement or any Participation Attachment for reasons other than the grounds set forth in the "Immediate Termination" section of this Agreement, continue to provide Covered Services rendered to all designated Members receiving treatment at the time of termination, under the terms and conditions of this Agreement or any terminating Participation Attachment, and as authorized by Anthem under the Anthem continuation of care procedure, until the earlier of ninety (90) days or such time that: (1) the Member has completed the course of treatment and if applicable, was discharged; or (2) reasonable and medically appropriate arrangements have been made for a Participating Provider to render Covered Services to the Member. However, for HMO and POS Health Benefit Plans issued in Indiana, such continuation period shall run for up to sixty (60) days following termination, or, if Provider is providing pregnancy- related care to a Member who is in her third trimester of pregnancy at the time this Agreement or any Participation Attachment terminates, throughout the term of that pregnancy and
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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through the postpartum period (six weeks post-delivery). During such continuation period, Provider agrees to: (i) accept reimbursement from Anthem for all Covered Services furnished hereunder in accordance with this Agreement and at the rates set forth in the PCS attached hereto; and (ii) Provider shall adhere to Anthem's Policies, including but not limited to, Policies regarding quality assurance requirements, referrals, pre-authorization and treatment planning.
8.7.2Notwithstanding the foregoing, for Members who: (i) have entered the second or third trimester of pregnancy at the time of such termination, or (ii) are defined as terminally ill under § 1861 (dd) (3)
(A)of the Social Security Act at the time of such termination, this continuance of care section and all other provisions of this Agreement or any Participation Attachment shall remain in effect for such pregnant Members through the provision of postpartum care directly related to their delivery, and for such terminally ill Members for the remainder of their life for care directly related to the treatment of the terminal illness.
ARTICLE IX GENERAL PROVISIONS
9.1 Amendment. Except as otherwise provided for in this Agreement, Anthem retains the right to amend this Agreement, the Anthem Rate, any attachments or addenda by providing notice to Provider at least forty five
(45) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment prior to its effective date is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment, prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or one hundred eighty (180) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the Networks set forth on the Provider Network Attachment on the later of: (1) the Effective Date of this Agreement or; (2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements.
Commercial lines of business:
•Exchange Network (includes Kentucky Pathway HMO Network)
•Exchange Network (includes Kentucky Pathway PPO Network)
•Exchange Network (includes Kentucky Pathway Transition/Pathway X Transition HMO Network)
•Exchange Network (includes Ohio Pathway Tiered Hospital/Pathway X Tiered Hospital)
•Exchange Network (includes Ohio Pathway HMO/Pathway X HMO)
•Indemnity/Traditional/Standard
Governmental lines of business:
Other Plan Programs:
•Indiana Workers' Compensation
•Kentucky Workers' Compensation
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims and applicable attachments to the Claims in an electronic format consistent with industry standards and as set forth in the provider manual(s), unless otherwise mandated by applicable Regulatory Requirements.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Indiana ProviderAgreement Commercial Attachment © 2022 Mar - Anthem InsuranceCompanies, Inc AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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KENTUCKY PATHWAY TRANSITION HMO NETWORK PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
This is an Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem on behalf of its affiliate, Anthem Health Plans of Kentucky, Inc. doing business as Anthem Blue Cross and Blue Shield (hereinafter "Anthem Kentucky") and Provider and is incorporated into the Agreement.
This Attachment applies solely to Anthem Kentucky's Pathway Transition/Pathway X Transition HMO Network and Provider agrees to participate as a Participating Provider in Anthem's Pathway Transition/Pathway X Transition HMO Network ("the Transition Network").
Provider understands that the Anthem Pathway Transition/Pathway X Transition HMO Network supports Individual and Small Group Products or Plans effective January 1, 2018 and later for sale on and off the Exchange. Provider acknowledges that the Anthem Pathway Transition/Pathway X Transition HMO Network and the products it supports are subject to Regulatory Requirements, and Provider agrees to abide by all applicable Regulatory Requirements and other requirements as they exist and may be amended or changed from time to time.
Provider agrees to accept the Anthem Rate as set forth in the PCS as payment in full, in all circumstances, the applicable Anthem Rate for Covered Services provided to Members covered by Health Benefit Plans supported by the Anthem Pathway Transitions/Pathway X Transition HMO Network.
Provider shall refer Members only to Anthem Pathway Transition/Pathway X Transition HMO Participating Providers who participate in the Anthem Pathway Transition/Pathway X Transition HMO Network. In the event necessary Health Services are not available from an Anthem Pathway Transition/Pathway X Transition HMO Network Provider, prior to such admittance/referral to a non-Participating Provider, Provider will obtain Anthem's approval.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Indiana Provider AgreementKY Pthwy Trans Attachment © 2022 Mar - Anthem InsuranceCompanies, Inc AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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KENTUCKY WORKERS' COMPENSATION PARTICIPATION ATTACHMENT TO THE ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
This is a Workers' Compensation Participation Attachment (the "Attachment") to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement") entered into by and between Anthem and Provider and is incorporated into the Agreement.
ARTICLE I
DEFINITIONS
The following definitions shall apply to this Attachment. Terms not otherwise defined in this Attachment shall carry the meaning set forth in the Agreement or a Participation Attachment(s) as applicable:
1.1"Administrator" means an entity, either internal or external to an employer, authorized by a permissibly self- insured employer to administer its Injured Worker(s) claims.
1.2"Anthem Workers' Compensation Network" means an Anthem health care delivery network which includes Participating Providers that have expertise in the field of occupational medicine providing treatment to injured workers covered by an insured or permissibly self-insured workers' compensation plan as well as preparation of documentation of work-related injuries in compliance with State of Kentucky's workers' compensation laws and regulations.
1.3"Bill Review Allowed" means the applicable workers' compensation state fee schedule or usual and customary allowable for the state in which Provider is located or the Injured Worker's claims jurisdiction state, if mandated by that state, or other official methods of reimbursement as allowed by a specific state when not based on applicable workers' compensation state fee schedule and in effect on the date the services or expenses were incurred.
1.4"Carrier" means a workers' compensation insurance company duly authorized to do business in the State of Kentucky by the Department of Insurance. For purposes of this Attachment, Carriers shall be considered Other Payors.
1.5"Compensable Medical Care" means medical care determined by the Carrier or Administrator to be covered under a Workers' Compensation Plan.
1.6"Employer" means a business providing Workers' Compensation insurance to its employees on either an insured or permissibly self-insured basis.
1.7"Injured Worker(s)" means an employee covered under a Workers' Compensation Plan, whose Employer, Administrator or Carrier has contracted for services under the Anthem Workers' Compensation Network.
1.8"Plan" means Anthem, an Affiliate or Carrier as designated by Anthem, and/or an Other Payor. For purposes of this Attachment, when the term "Plan" applies to an entity other than Anthem, "Plan" shall be construed to only mean such entity.
1.9"Utilization Review" means a function performed by Plan to assess the frequency, duration, level and medical appropriateness of care and services to determine that they are, or were, reasonably required to cure or relieve the injury or illness in accordance with the State of Kentucky's workers' compensation laws and regulations, and any applicable Regulatory Requirements, accepted for coverage under a Workers' Compensation Plan.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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1.10"Workers' Compensation Plan" means an Employer's obligation and undertaking to pay benefits as required under the State of Kentucky's workers' compensation laws and regulations, and a Carrier's policies of workers' compensation insurance issued by Carrier.
ARTICLE II
SERVICES/OBLIGATIONS
2.1Injured Worker(s) Compensable Medical Care. Provider shall provide to Injured Worker(s) Compensable Medical Care which is Medically Necessary and which is in accordance with this Attachment and the State of
Kentucky's workers' compensation laws and regulations. Provider shall provide and maintain Injured Worker(s) continuity of care, including timely referral of Injured Worker(s) to specialists within the Anthem Workers' Compensation Network.
2.2Utilization Review. Provider agrees to comply with the Utilization Review guidelines as required by the State of Kentucky's workers' compensation laws and regulations.
2.3Non-Compensable Medical Care. Provider agrees that if care rendered to an Injured Worker(s) is subsequently deemed not to be Compensable Medical Care by the Carrier or Administrator or by judicial order, no payment will be made unless treatment has been authorized by the Carrier and such care was Medically Necessary. Should there be a dispute by or among the Injured Worker(s), the Carrier, and or Administrator whether or not services are Compensable Medical Care, Provider shall not make any attempt to collect for such care from the Injured Worker(s) until a final determination between the Carrier, Administrator and Injured Worker(s) that care is not Compensable Medical Care, except Provider may take what steps are reasonably necessary to preserve any claim for benefits that may be available for the non-occupational medical care of the Injured Worker(s) under any insurance, health plan coverage or similar program.
2.4Refund for non-Medically Necessary Care. Provider agrees that if care is rendered to an Injured Worker(s) and is subsequently determined not to be Medically Necessary, after payment for such services by Affiliate or Other Payor, Provider shall reimburse Affiliate or Other Payor the full amount paid Provider for such non- Medically Necessary Care. If Affiliate or Other Payor opts for reimbursement, full reimbursement shall be due within thirty (30) days of request for reimbursement.
2.5Reports. Provider shall provide to Administrators, Carriers, Workers' Compensation Plan, or their representatives, all reports and information as required under the State of Kentucky's workers' compensation laws and regulations.
2.6Injured Workers of Other Payors of Affiliates. Provider agrees that Anthem has the right to permit access to its Workers' Compensation Network to non-Plan Workers' Compensation Payors. When the Participating Provider is utilized by an Other Payor, Affiliate or Other Carrier, Provider agrees to provide Compensable Medical Care to Injured Worker(s) of the Other Payor in accordance with the terms of this Participation Attachment. All duties owed to Anthem by Participating Provider shall be owed to such Affiliate or Other Payor.
2.7Reimbursement. Reimbursement for Medically Necessary Compensable Medical Care provided to Injured Worker on or after the effective date of this Attachment shall be set forth on the PCS.
2.8Injured Worker Liability. Provider agrees that the only charges for which an Injured Worker(s) may be liable and be billed by Provider shall be for medical services that are non-Compensable Medical Care.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.9Hold Harmless. Provider shall not charge Injured Worker(s) for Compensable Medical Care denied by reason of not being Medically Necessary.
2.10Medical Record Review. Provider agrees to cooperate in Utilization Review programs for the purpose of avoiding unnecessary or unduly costly Covered Services while ensuring the delivery of quality health care for Injured Worker(s). Plan may conduct medical record review of Claims submitted by Participating Provider prior to payment. Neither Plan nor the Injured Worker(s) shall be obligated to pay for any services that Plan determines to be Medically un-Necessary, and Participating Provider agrees not to bill Injured Worker(s) for such services.
2.11Provider Treatment. Provider agrees to treat Injured Worker(s) with new and existing work related injuries.
2.12Other Payors. Access to the Anthem Workers' Compensation Network may be sold, leased, transferred or conveyed to Other Payors, which may include workers' compensation insurers, self insurer's security fund, a group of self-insured employers, a joint powers of authority, the state, third party administrators, or other covered employers as permitted under the State of Kentucky's workers' compensation laws and regulations. Anthem will provide within thirty (30) days of receipt of a written request from Provider a summary of all Other Payors currently eligible to pay the negotiated rates under this Attachment as a result of their arrangement with Anthem. Anthem requires such Other Payors to actively encourage Injured Workers including those covered by workers' compensation carriers to use Participating Providers when obtaining medical care through the use of one or more of the following: reduced Cost Share, premium discounts directly attributable to the use of a Participating Provider, financial penalties directly attributable to the non-use of a Participating Provider, providing Injured Workers with the names, addresses and phone numbers of Participating Providers in advance of their selection of a health care provider through the use of provider directories, toll-free telephone numbers and internet web site addresses. In the event Anthem enters into an arrangement with an Other Payor that does not require such active encouragement of the use of the Anthem Workers' Compensation Network, Provider shall be allowed to decline to provide services to such Other Payor.
Provider agrees that when the Anthem Workers' Compensation Network is utilized by an Affiliate or Other Payor, Provider agrees to provide services to Injured Workers including those covered by workers' compensation carriers of that Affiliate or Other Payor in accordance with the terms of this Attachment. Anthem agrees to pre-qualify Other Payors with respect to determining their ability to pay Claims in accordance with the rates as set forth in this Attachment. In all events, however, Provider shall look for payment only to the particular Affiliate or Other Payor that covers the particular services for which Provider seeks to be compensated (except for applicable Cost Shares or other obligations of Injured Workers.) Anthem shall use its best efforts to assure Other Payors compensate Provider in accordance with the rates as set forth in this Attachment. In the event any such Other Payor fails to make required payments, Provider may seek payment from the Injured Worker (up to the rates specified herein) unless prohibited by applicable law. When an Other Payor utilizes the Anthem Workers' Compensation Network, Provider shall follow such Other Payor's specified utilization review requirements.
ARTICLE III GENERAL PROVISIONS
3.1Timely Payment. Affiliate, Carrier, or Other Payor shall pay Provider within thirty (30) working days of receipt of the accurate and complete doctor's first report and each subsequent required report thereafter as required under the State of Kentucky's workers' compensation laws and regulations and billings which are accurate and complete.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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3.2Anthem as Intermediary. Anthem, under this Attachment, acts as an intermediary of the Carriers, Other Payors, Administrators and Employers with which it contracts, and no financial obligations are assumed by Anthem. Money refunded or returned to Anthem by Provider is received by Anthem on behalf of the Administrator, Carrier, Other Payor or Employer responsible for the original payment.
3.3Inconsistencies. In the event of an inconsistency between terms of this Attachment and the terms and conditions set forth in the Agreement, the terms and conditions of this Attachment shall govern. Except as set forth herein all other terms and conditions of the Agreement shall remain in full force and effect.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE IV
TERM AND TERMINATION
4.1Term of Participation Attachment. This Attachment shall become effective on the Effective Date and shall continue in effect unless otherwise terminated as provided for in this Attachment or in the Agreement.
4.2Termination Without Cause. Either party may terminate this Attachment without cause at any time by giving at least one hundred eighty (180) days prior written notice of termination to the other party.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
"Per Relative Value Unit" ("RVU") means the Anthem Rate for each unit of service based on the CMS, Agency or other (e.g., American Society of Anesthesiologists (ASA)) defined Relative Value Unit (RVU).
Coding Updates. Coded Service Identifier(s) used to define specific rates are updated from time to time to reflect new, deleted or replacement codes. Anthem shall use commercially reasonable efforts to update all applicable Coded Service Identifiers within sixty (60) days of release by CMS or other applicable authority. When billing codes are updated, Provider is required to use appropriate replacement codes for Claims for Covered Services, regardless of whether this Agreement has been amended to reflect changes to standard billing codes. If Provider bills a new, replacement or revised code prior to the effective date of such code, the Claim will be rejected or denied and the Provider shall resubmit Claim with correct code. In addition, Claims with codes which have been deleted will be rejected or denied.
Reimbursement for Subcontractors. If Anthem has a direct contract with the subcontractor, the direct contract shall prevail over this Agreement and the subcontractor shall bill Anthem under the direct contract for any subcontracted services, with the exception of nursing services provided for Home Infusion Therapy, or unless otherwise agreed to by the parties. The subcontracted entity shall bill Anthem directly under the subcontracted entity's Anthem agreement for the subcontracted services. Provider shall not bill Anthem for such subcontracted entity's services. Provider acknowledges and agrees that the reimbursement Anthem has agreed to pay the subcontracted entity as set forth in the subcontracted entity's agreement shall represent payment in full for such subcontracted entity's services.
Specialty Physician Group Obligations. Provider is designated as a Specialty Care Provider ("SCP" or "Specialty Care Provider") for those Network(s) designated on the Provider Networks Attachment of the Agreement.
Except in case of an Emergency, or as otherwise set forth in the Member's Health Benefit Plan, or required by Regulatory Requirements, prior to treating a Member, Specialty Care Provider agrees to obtain a referral, in accordance with Member's Health Benefit Plan, from a Primary Care Provider ("PCP") who is primarily responsible for providing or authorizing the professional services as set forth in the Health Benefit Plan.
A Provider who is a Primary Care Provider, or a gynecologist or obstetrician, shall provide Health Services or make arrangements for the provision of Health Services to Members on a twenty-four (24) hour per day, seven
(7) day a week basis to assure availability, adequacy, and continuity of care to Members. In the event a Provider is not one of the foregoing described Providers, then Provider shall provide Health Services to Members on a twenty-four (24) hour per day, seven (7) day a week basis or at such times as Health Services are typically provided by similar providers to assure availability, adequacy, and continuity of care to Members. If Provider is unable to provide Health Services as described in the previous sentence, Provider will arrange for another Network Provider to cover Provider's patients in Provider's absence.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Indiana ProviderAgreement PCS © 2022 July - Anthem Insurance Companies, Inc AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
MEDICARE ADVANTAGE
Provider shall be compensated at one hundred percent (100%) of the current Anthem Medicare Advantage Rate in effect at the time the Medicare Advantage Covered Service is rendered. The Anthem Medicare Advantage Rates may be amended from time to time as to apply changes in rates or methodology.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
INDIANA MEDICAID PROGRAM(S)
Healthy Indiana Plan (HIP):
Rates are based on one hundred percent (100%) of the CMS Medicare Fee Schedule or one hundred thirty percent (130%) of the Indiana State Medicaid Fee Schedule if the service does not have a Medicare reimbursement rate, except for those Coded Service Identifiers set forth in the attached Government Program(s) PCS Attachment or Provider's Charges, whichever is less. Payment for Medicaid Covered Services submitted with the Coded Service Identifier(s) set forth in the attached Government Program(s) PCS Attachment, will be reimbursed based on the Anthem Rate corresponding to the Coded Service Identifier(s).
Provider acknowledges that reimbursement for some Medicaid Covered Services may first be made from the HIP Member's POWER Account, with any remaining balance payable by Anthem. Provider agrees that under no circumstances shall he/she/it balance bill the HIP Member. For purposes of this Attachment, "POWER Account" means an individual health care account funded by, at a minimum, the State of Indiana and the HIP Member and used by that Member to purchase Medicaid Covered Services before their deductible is met.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Indiana ProviderAgreement PCS © 2022 July - Anthem Insurance Companies, Inc AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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Nothing in this Attachment shall be interpreted as interfering with Provider's ability to hold HIP Members liable for the Emergency Services copayment or payment of Medicaid Covered Services with POWER Account funds before the HIP Member's deductible has been met.
Government Program(s) PCS Attachment
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Healthy Indiana Plan (HIP) |
Coded Service Identifier(s)/Provider Type(s) |
Anthem Rate |
Advance Practice Nurse and/or Physician Assistant working as a Primary Care Provider (PCP) – billing with the NPI assigned to the Advance Practice Nurse or Physician Assistant |
[**]of the HIP Anthem Rate [**]of the HIP Anthem Rate for the following Covered Services billed with the applicable codes: Radiology (70010 – 79999) Pathology and Lab (80048 – 89399) Immunizations (90281-90799) Level II HCPC codes (A0021-A9999,B4034- B9999, C1010-C9711, D0120-D9999, EE0100- E2599, G0001-G9016, J0120-J9999, K0001- K0620, L0100-L9900, P2028-P9615, Q0035- Q4077, R0070-R0076, and S0012-S9999) |
Advance Practice Nurse and/or Physician Assistant working as a Specialty Care Provider (SCP) - when billing with NPI assigned to Advance Practice Nurse or Physician Assistant |
[**]of the HIP Anthem Rate - Other codes set forth on this Exhibit A shall be reimbursed in accordance with the applicable Anthem Rate identified. Radiology (70010 – 79999) Pathology and Lab (80048 – 89399) Immunizations (90281-90799) Level II HCPC codes (A0021-A9999,B4034- B9999, C1010-C9711, D0120-D9999, EE0100- E2599, G0001-G9016, J0120-J9999, K0001- K0620, L0100-L9900, P2028-P9615, Q0035- Q4077, R0070-R0076, and S0012-S9999) |
Advance Practice Nurse and/or Physician Assistant working as a Specialty Care Physician (SCP) employed by and billing with the NPI assigned to a supervising physician using the modifier SA, HN or HO, as applicable |
[**]of the HIP Anthem Rate - Other codes set forth on this Exhibit A shall be reimbursed in accordance with the applicable Anthem Rate identified. |
All other provider types not specifically identified otherwise |
[**] of the HIP Anthem Rate |
KENTUCKY WORKERS' COMPENSATION
For Medically Necessary Compensable Medical Care provided to Injured Worker(s), Provider agrees to accept the lesser of (i) the Anthem Indiana Workers' Compensation Plan Fee Schedule Rate, (ii) Bill Review Allowed or (iii) Provider's Eligible Charges.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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INDIANA WORKERS' COMPENSATION
For Medically Necessary Compensable Medical Care provided to Injured Worker(s) Provider agrees to accept the lesser of (i) the Anthem Indiana Workers' Compensation Plan Fee Schedule Rate, ii) Bill Review Allowed or (iii) Provider's Eligible Charges.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
KY STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern.
The following provisions are required terms and conditions for certain fully insured Health Benefit Plans that are issued in the Commonwealth of Kentucky.
ARTICLE II
SERVICES/OBLIGATIONS
2.5 Submission and Adjudication of Claims. Provider shall submit, and Plan shall adjudicate, Claims in accordance with the applicable Participation Attachment(s), the PCS, the provider manual(s) and Regulatory Requirements. If Provider submits Claims prior to receiving notice of Anthem's approval pursuant to section 2.13, and/or approval of any requested change of status pursuant to section 9.3, then such Claims shall be processed as out of network and Anthem shall not make retroactive adjustments with respect to such Claims.
2.7Recoupment/Offset/Adjustment for Overpayments. Anthem shall be entitled to offset and recoup an amount equal to any overpayments or improper payments made by Anthem to Provider against any payments due and payable by Anthem to Provider with respect to any Health Benefit Plan under this Agreement. Provider shall voluntarily refund all duplicate or erroneous Claim payments regardless of the cause, with or without request from Plan, including, but not limited to, payments for Claims where the Claim was miscoded, non- compliant with industry standards, or otherwise billed in error, whether or not the billing error was fraudulent, abusive or wasteful. Upon determination by Anthem that any recoupment, improper payment, or overpayment is due from Provider, and Provider has not already voluntarily refunded the amount, Provider must refund the amount to Anthem within thirty (30) days of when Anthem notifies Provider. If such reimbursement is not received by Anthem within the thirty (30) days following the date of such notice, then Plan may offset future Claim payments in accordance with and within the time frames established by KRS 304.17A-714, or other applicable Regulatory Requirements. For Claims that are not subject to KRS 304.17A-714 or other applicable Regulatory Requirements, Plan may offset future Claim payments in lieu of a refund, except to the extent as may be set forth in a Participation Attachment(s). In such event, Provider agrees that all future Claim payments applied to satisfy Provider's repayment obligation shall be deemed to have been paid in full for all purposes, including section 2.6.1. Should Provider disagree with any determination by Plan that Provider has received an overpayment, Provider shall have the right to appeal such determination under Anthem's procedures set forth in the provider manual, and such appeal shall not suspend Anthem's right to recoup the overpayment amount during the appeal process. Anthem reserves the right to employ a third party collection agency in the event of non-payment.
2.8Use of Subcontractors. Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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at the request of, under the supervision of, and/or at the place of business of Provider. Unless otherwise set forth in a Participation Attachment(s), Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Anthem provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least ninety (90) days in advance of the effective date of material modifications for business subject to Kentucky state law, and at least thirty (30) days in advance of the effective date of material modifications for all other lines of business thereto.
2.11 Networks and Provider Panels. Provider shall be eligible to participate in those Networks designated on the Provider Networks Attachment of this Agreement. Provider shall not be recognized as a Participating Provider in such Networks until the later of: 1) the Effective Date of this Agreement or; 2) Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements. Provider acknowledges that Plan may develop, discontinue, or modify new or existing Networks, products and/or programs. In addition to those Networks designated on the Provider Networks Attachment, Anthem may also identify Provider as a Participating Provider in additional Networks, products and/or programs designated in writing from time to time by Anthem. The terms and conditions of Provider's participation as a Participating Provider in such additional Networks, products and/or programs shall be on the terms and conditions as set forth in this Agreement unless otherwise agreed to in writing by Provider and Anthem.
In addition to and separate from Networks that support some or all of Plan's products and/or programs (e.g., HMO, PPO and Indemnity products), Provider further acknowledges that certain Health Services, including by way of example only, laboratory or behavioral health services, may be provided exclusively by designated Participating Providers (a "Health Services Designated Network"), as determined by Plan. Provider agrees to refer Members to such designated Participating Providers in a Health Services Designated Network for the provision of certain Health Services, even if Provider performs such services. Notwithstanding any other provision in this Agreement, if Provider provides a Health Service to a Member for which Provider is not a designated Participating Provider in a Health Services Designated Network, then Provider agrees that he/she/it shall not be reimbursed for such services by Anthem, Plan or the Member, unless Provider was authorized to provide such Health Service by Plan.
2.14 Adjustment Requests. If Provider believes a Claim has been improperly adjudicated for Covered Service for which Provider timely submitted a Clean Claim to Plan, Provider must submit a request for an adjustment to Plan per the requirements set forth in the provider manual(s) or applicable Participation Attachment(s). Adjustment requests submitted that do not comply with such requirements may be denied for payment, and Provider shall not be permitted to bill Anthem, Plan, or the Member for those Covered Services for which payment was denied.
2.18 Request for Fees. Upon request by Provider, Plan shall provide Provider with the payment or fee schedules or other information sufficient to enable Provider to determine the amount and manner of payments under the Agreement for Provider's services. This does not prohibit Plan from making any part of the information requested available electronically or via a web site.
ARTICLE VIII
TERM AND TERMINATION
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.2 This provision intentionally left blank.
8.4Immediate Termination.
8.4.1This Agreement or any Participation Attachment(s) may be terminated immediately by Anthem if:
8.4.1.1Provider commits any act or conduct for which his/her/its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations or to provide Health Services are lost or voluntarily surrendered in whole or in part; or
8.4.1.2Provider commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which Provider submits to Anthem or to a third party; or
8.4.1.3Provider files a petition in bankruptcy for liquidation or reorganization by or against Provider, if Provider becomes insolvent, or makes an assignment for the benefit of its creditors without Anthem's written consent, or if a receiver is appointed for Provider or its property; or
8.4.1.4Provider's insurance coverage as required by this Agreement lapses for any reason; or
8.4.1.5Provider fails to maintain compliance with Plan's applicable credentialing requirements, accreditation requirements or standards of participation; or
8.4.1.6Anthem reasonably believes based on Provider's conduct or inaction, or allegations of such conduct or inaction, that the well-being of patients may be jeopardized; or
8.4.1.7Provider has been abusive to a Member, an Anthem employee or representative; or
8.4.1.8Provider and/or his/her/its employees, contractors, subcontractors, or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program, and in the case of an employee, contractor, subcontractor or agent, Provider fails to remove such individual from responsibility for, or involvement with, the Provider's business operations related to this Agreement, or if Provider has voluntarily withdrawn his/her/its participation in any Government Program as the result of a settlement agreement; or
8.4.1.9Provider is convicted or has been finally adjudicated to have committed a felony or misdemeanor, other than a non-DUI related traffic violation.
8.4.1.10Anthem discontinues the Network(s) in which Provider participates, discontinues operations in Provider's geographic area, or discontinues contracting with Provider's specialty type.
8.4.2This Agreement may be terminated immediately by Provider if:
8.4.2.1Anthem commits any act or conduct for which its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations are lost or voluntarily surrendered in whole or in part; or
8.4.2.2Anthem commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which it submits to Provider or to a third party; or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.4.2.3Anthem files for bankruptcy, or if a receiver is appointed.
8.7 Continuation of Care Upon Termination. If this Agreement or any Participation Attachment terminates for any reasons other than one of the grounds set forth in the "Immediate Termination" section, then Provider shall at Anthem's discretion, continue to provide Covered Services to Members under this Agreement or any terminating Participation Attachment as applicable, in accordance with Regulatory Requirements. During such continuation period, Provider agrees to: (i) accept reimbursement from Anthem for all Covered Services furnished hereunder in accordance with this Agreement and at the rates set forth in the PCS attached hereto; and (ii) adhere to Anthem's Policies, including but not limited to, Policies regarding quality assurance requirements, referrals, pre-authorization and treatment planning.
ARTICLE IX GENERAL PROVISIONS
9.1 Amendment. Except as otherwise provided for in this Agreement, Anthem retains the right to amend this Agreement, the Anthem Rate, any attachments or addenda by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment, prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or one hundred eighty (180) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
9.1.1 Except as otherwise provided for in this Agreement, for Networks, products and/or programs that are subject to state law, Anthem retains the right to amend this Agreement, the provider manual, any attachments or addenda. If such an amendment results in a material change as that term is defined under KRS 304.17A-235, Anthem shall provide notice of such amendment at least ninety (90) days before the proposed effective date of the amendment. If the Provider objects to the amendment, the Provider must provide written notice of the objection within thirty (30) days of receipt of the notice of the Amendment. If the parties cannot reach an agreement, the Provider may terminate this Agreement pursuant to its original terms within thirty (30) days prior to the proposed effective date of the Amendment. If the Provider fails to timely object to the proposed Amendment, the Amendment shall become effective as to that Provider. If the Amendment relates to the Provider's inclusion in any new or modified insurance product or proposes changes to the Provider's network membership, the amendment shall only take effect upon the Provider's acceptance as evidenced by the Provider's signature.
9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered by Provider at the Provider's location(s) on file with Anthem. Anthem may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its locations, business or operations, corporate form or status, tax identification number, or similar demographic information; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Anthem with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Anthem's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in mailing address.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
9.3.5Within forty-five (45) days of receipt of the written notice from Provider, Anthem shall notify Provider in writing whether it consents to the Change(s) (e.g., add a new location or acquired entity to this Agreement); and that new location/entity meets criteria for participation and has been added to the Agreement. New location/entity should not begin seeing Members until notified of acceptance into Networks.
9.5 Entire Agreement. This Agreement, exhibits, attachments, appendices, and amendments hereto, together with any items incorporated herein by reference, constitute the entire understanding between the parties and supersedes all prior oral or written agreements between them with respect to the matters provided for herein. If there is an inconsistency between any of the provisions of this Agreement and the provider manual(s) or Policies, then this Agreement shall govern. In addition, if there is an inconsistency between
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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the terms of this Agreement and the terms provided in any attachment to this Agreement, then the terms provided in that attachment shall govern.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.1Participation-Networks Supporting Commercial Business. As a participant in one or more Networks supporting Plan's Commercial Business as set forth on the Provider Networks Attachment of the Agreement, Provider will render Commercial Business Covered Services to Commercial Business Members in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Networks supporting Plan's Commercial Business. The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to Commercial Business Members.
2.1.1This provision intentionally left blank.
2.1.2Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims and applicable attachments to the Claims in an electronic format consistent with industry standards and as set forth in the provider manual(s), unless otherwise mandated by applicable Regulatory Requirements.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
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2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.4Plan Payment Time Frames. Unless otherwise set forth by statute, regulation, or the Commercial Business Member's Health Benefit Plan, Anthem shall require Plans or their designees to make payment or arrange for payment for all complete and accurate Claims for Commercial Business Covered Services submitted by Provider in accordance and within the time frames established by KRS 304.17A-702 or other applicable Regulatory Requirements. For Claims for Commercial Business Covered Services that are neither subject to KRS 304.17A-702, nor other applicable Regulatory Requirements, Anthem shall require Plans or their designees to make a good faith attempt to make payment or arrange for payment for all such Claims submitted by Provider within ninety (90) days, exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or the extent of Plan's payment liability, if any, because of issues such as coordination of benefits, subrogation or verification of coverage.
2.8 Use of Subcontractors. Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. Provider shall provide Anthem with at least ninety (90) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement. Provider shall provide Anthem with a sample contract of any agreement between Provider and such subcontractors at least ninety (90) days prior to the commencement of such subcontractor(s)' services, for the purpose of Anthem's filing such agreement with the Kentucky Department of Insurance, as required by KRS 304.17A-527(1)(e). Provider shall require such subcontractors to abide by the terms and conditions of this Agreement, including the provisions of KRS 304.17A, and shall indemnify Anthem, Plan, and Commercial Business Members for any failure of any subcontractor to so comply. Provider agrees that Anthem may contract directly with any Health Services providers rather than relying on the subcontracting arrangements entered by Provider. If Anthem has a direct contract with the subcontractor ("direct contract"), the direct contract shall prevail over this Agreement.
ARTICLE III TERMINATION
3.1 Termination-Commercial Business Attachment and/or Network(s). At any time, Provider may terminate, without cause, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least one hundred eighty (180) days prior written notice of termination to Anthem. Following any termination as described herein, the remainder of the Agreement shall remain in full force and effect, if applicable.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
1841672798 #1350526454 |
INDIANA WORKERS' COMPENSATION PARTICIPATION ATTACHMENT TO THE ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
This is a Workers' Compensation Participation Attachment (the "Attachment") to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement") entered into by and between Anthem and Provider and is incorporated into the Agreement.
ARTICLE I
DEFINITIONS
The following definitions shall apply to this Attachment. Terms not otherwise defined in this Attachment shall carry the meaning set forth in the Agreement or a Participation Attachment(s) as applicable.
1.1"Administrator" means an entity, either internal or external to an employer, authorized by a permissibly self- insured employer to administer its Injured Worker(s) claims.
1.2"Anthem Workers' Compensation Network" means an Anthem health care delivery network which includes Participating Providers that have expertise in the field of occupational medicine providing treatment to injured workers covered by an insured or permissibly self-insured workers' compensation plan as well as preparation of documentation of work-related injuries in compliance with the State of Indiana's workers' compensation laws and regulations.
1.3"Bill Review Allowed" means the applicable workers' compensation state fee schedule or usual and customary allowable for the state in which Provider is located or the Injured Worker's claims jurisdiction state, if mandated by that state, or other official methods of reimbursement as allowed by a specific state when not based on applicable workers' compensation state fee schedule and in effect on the date the services or expenses were incurred.
1.4"Carrier" means a workers' compensation insurance company duly authorized to do business in the State of Indiana by the Department of Insurance. For purposes of this Attachment, Carriers shall be considered Other Payors.
1.5"Compensable Medical Care" means medical care determined by the Carrier or Administrator to be covered under a Workers' Compensation Plan.
1.6"Employer" means a business providing Workers' Compensation insurance to its employees on either an insured or permissibly self-insured basis.
1.7"Injured Worker(s)" means an employee covered under a Workers' Compensation Plan, whose Employer, Administrator or Carrier has contracted for services under the Anthem Workers' Compensation Network.
1.8"Plan" means Anthem, an Affiliate or Carrier as designated by Anthem, and/or an Other Payor. For purposes of this Attachment, when the term "Plan" applies to an entity other than Anthem, "Plan" shall be construed to only mean such entity.
1.9"Utilization Review" means a function performed by Plan to assess the frequency, duration, level and medical appropriateness of care and services to determine that they are, or were, reasonably required to cure or relieve the injury or illness in accordance with the State of Indiana's workers' compensation laws and regulations, and any applicable Regulatory Requirements, accepted for coverage under a Workers' Compensation Plan.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
1841672798 #1350526454 |
1.10"Workers' Compensation Plan" means an Employer's obligation and undertaking to pay benefits as required under the State of Indiana's workers' compensation laws and regulations, and a Carrier's policies of workers' compensation insurance issued by Carrier.
ARTICLE II
SERVICES/OBLIGATIONS
2.1Injured Worker(s) Compensable Medical Care. Provider shall provide to Injured Worker(s) Compensable Medical Care which is Medically Necessary and which is in accordance with this Attachment and the State of Indiana's workers' compensation laws and regulations. Provider shall provide and maintain Injured Worker(s) continuity of care, including timely referral of Injured Worker(s) to specialists within the Anthem Workers' Compensation Network.
2.2Utilization Review. Provider agrees to comply with the Utilization Review guidelines as required by the State of Indiana's workers' compensation laws and regulations.
2.3Non-Compensable Medical Care. Provider agrees that if care rendered to an Injured Worker(s) is subsequently deemed not to be Compensable Medical Care by the Carrier or Administrator or by judicial order, no payment will be made unless treatment has been authorized by the Carrier and such care was Medically Necessary. Should there be a dispute by or among the Injured Worker(s), the Carrier, and or Administrator whether or not services are Compensable Medical Care, Provider shall not make any attempt to collect for such care from the Injured Worker(s) until a final determination between the Carrier, Administrator and Injured Worker(s) that care is not Compensable Medical Care, except Provider may take what steps are reasonably necessary to preserve any claim for benefits that may be available for the non-occupational medical care of the Injured Worker(s) under any insurance, health plan coverage or similar program.
2.4Refund for non-Medically Necessary Care. Provider agrees that if care is rendered to an Injured Worker(s) and is subsequently determined not to be Medically Necessary, after payment for such services by Affiliate or Other Payor, Provider shall reimburse Affiliate or Other Payor the full amount paid Provider for such non- Medically Necessary care. If Affiliate or Other Payor opts for reimbursement, full reimbursement shall be due within thirty (30) days of request for reimbursement.
2.5Reports. Provider shall provide to Administrators, Carriers, Workers' Compensation Plan, or their representatives, all reports and information as required under the State of Indiana's workers' compensation laws and regulations.
2.6Injured Workers of Other Payors of Affiliates. When the Participating Provider is utilized by an Other Payor, Affiliate or Other Carrier, Provider agrees to provide Compensable Medical Care to Injured Worker(s) of the Other Payor in accordance with the terms of this Attachment. All duties owed to Anthem by Participating Provider shall be owed to such Affiliate or Other Payor.
2.7Reimbursement. Reimbursement for Medically Necessary Compensable Medical Care provided to Injured Workers on or after the effective date of this Participation Attachment shall be set forth on the PCS.
2.8Injured Worker Liability. Provider agrees that the only charges for which an Injured Worker(s) may be liable and be billed by Provider shall be for medical services that are non-Compensable Medical Care.
2.9Hold Harmless. Provider shall not charge Injured Worker(s) for Compensable Medical Care denied by reason of not being Medically Necessary.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
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2.10Medical Record Review. Provider agrees to cooperate in Utilization Review programs for the purpose of avoiding unnecessary or unduly costly Covered Services while ensuring the delivery of quality health care for Injured Worker(s). Plan may conduct medical record review of Claims submitted by Participating Provider prior to payment. Neither Plan nor the Injured Worker(s) shall be obligated to pay for any services that Plan determines to be not Medically Necessary, and Participating Provider agrees not to bill Injured Worker(s) for such services.
2.11Provider Treatment. Provider agrees to treat Injured Worker(s) with new and existing work related injuries.
2.12Other Payors. Access to the Anthem Workers' Compensation Network may be sold, leased, transferred or conveyed to Other Payors, which may include workers' compensation insurers, self insurer's security fund, a group of self-insured employers, a joint powers of authority, the state, third party administrators, or other covered employers as permitted under the State of Indiana's workers' compensation laws and regulations. Anthem will provide within thirty (30) days of receipt of a written request from Provider a summary of all Other Payors currently eligible to pay the negotiated rates under this Attachment as a result of their arrangement with Anthem. Anthem requires such Other Payors to actively encourage Injured Workers, including those covered by workers' compensation carriers, to use Participating Providers when obtaining medical care, providing Injured Workers with the names, addresses and phone numbers of Participating Providers in advance of the selection of a health care provider through the use of provider directories, toll-free telephone numbers and internet web site addresses. In the event Anthem enters into an arrangement with an Other Payor that does not require such active encouragement of the use of the Anthem Workers' Compensation Network, Provider shall be allowed to decline to provide services to such Other Payor.
Provider agrees that when the Anthem Workers' Compensation Network is utilized by an Affiliate or Other Payor, Provider agrees to provide services to Injured Workers including those covered by workers' compensation carriers of that Affiliate or Other Payor in accordance with the terms of this Attachment. Anthem agrees to pre-qualify Other Payors with respect to determining their ability to pay Claims in accordance with the rates as set forth in this Attachment. In all events, however, Provider shall look for payment only to the particular Affiliate or Other Payor that covers the particular services for which Provider seeks to be compensated (except for services deemed non-compensable). Anthem shall use its best efforts to assure Other Payors compensate Provider in accordance with the rates as set forth in this Attachment. In the event any such Other Payor fails to make required payments, Provider may seek payment from the Injured Worker (up to the rates specified herein) unless prohibited by applicable law. When an Other Payor utilizes the Anthem Workers' Compensation Network, Provider shall follow such Other Payor's specified utilization review requirements.
ARTICLE III GENERAL PROVISIONS
3.1Timely Payment. Affiliate, Carrier, or Other Payor shall pay Provider within thirty (30) working days of receipt of the accurate and complete doctor's first report and each subsequent required report thereafter as required under the State of Indiana's workers' compensation laws and regulations and billings which are accurate and complete.
3.2Anthem as Intermediary. Anthem, under this Attachment, acts as an intermediary of the Carriers, Other Payors, Administrators and Employers with which it contracts, and no financial obligations are assumed by Anthem. Money refunded or returned to Anthem by Provider is received by Anthem on behalf of the Administrator, Carrier, Other Payor or Employer responsible for the original payment.
3.3Inconsistencies. In the event of an inconsistency between terms of this Attachment and the terms and conditions set forth in the Agreement, the terms and conditions of this Attachment shall govern. Except as set forth herein all other terms and conditions of the Agreement shall remain in full force and effect.
ARTICLE IV
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
1841672798 #1350526454 |
TERM AND TERMINATION
4.1Term of Participation Attachment. This Attachment shall become effective on the Effective Date and shall continue in effect unless otherwise terminated as provided for in this Attachment or in the Agreement.
4.2Termination Without Cause. Either party may terminate this Attachment without cause at any time by giving at least one hundred eighty (180) days prior written notice of termination to the other party.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
1841672798 #1350526454 |
OHIO BLUE CONNECTION HMO NETWORK PARTICIPATION ATTACHMENT TO THE ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement (the "Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
Provider agrees to participate as a Network/Participating Provider in Anthem's Blue Connection HMO Network.
Provider understands that the Anthem Blue Connection HMO Network supports Group Products or Plans effective January 1, 2020 and later. Provider acknowledges that the Anthem Blue Connection HMO Network and the products or Plan Programs it supports are subject to federal and state regulatory requirements, and Provider agrees to abide by all applicable rules, regulations and other requirements as they exist and may be amended or changed from time to time.
Provider agrees to accept the Anthem Blue Connection HMO Network Rate ("Anthem Rate") as set forth in the Plan Compensation Schedule ("PCS") as payment in full, in all circumstances, the applicable Anthem Rate for Covered Services provided to Members covered by Health Benefit Plans supported by the Anthem Blue Connection HMO Network.
Provider shall refer Members only to Anthem Blue Connection HMO Network/Participating Providers who participate in the Anthem Blue Connection HMO Network. In the event necessary Health Services are not available from an Anthem Blue Connection HMO Network Provider, prior to such admittance/referral to a non- network provider, Provider will obtain Anthem's approval.
Provider and Anthem are dedicated to the development of a more effective health care delivery system which emphasizes continuous improvement and increased patient access to high quality, cost-effective care. Provider agrees to cooperate and comply with the quality programs that are established and implemented by Anthem. Anthem will monitor Provider's performance and work collaboratively with Provider to implement a performance improvement plan if Provider fails to meet quality program standards.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
1841672798 #1350526454 |
PLAN COMPENSATION SCHEDULE ("PCS")
"Anthem Medicaid Rate(s)/Fee Schedule(s)/Methodologies" means the Anthem Rate for the applicable KY Medicaid Rate(s) /Fee Schedule(s)/ in effect on the date of service for the provider type(s)/service(s) identified herein for the applicable Medicaid Program(s).
"Anthem Proprietary Medicaid Fee Schedule(s)" means the Anthem Rate(s) which is based on the applicable proprietary Medicaid Fee Schedule(s), and which could be enhanced by additional Covered Services included in the Government Contract.
"Case Rate" means the all-inclusive Anthem Rate for an entire admission or one outpatient encounter for Covered Services. Individual services billed shall not be reimbursed separately.
"Emergency Condition" is defined as a medical condition that manifests itself by such acute symptoms of sufficient severity, including severe pain, that a prudent layperson could reasonably expect the absence of immediate medical attention to result in any of the following: (1) placing the health of the individual, or with respect to a pregnant woman, the health of the woman or her unborn child, in serious jeopardy; (2) serious impairment to bodily functions; or (3) serious dysfunction of any bodily organ or part. With respect to a pregnant woman who is having contractions, "Emergency" means: (1) a situation in which there is inadequate time to effect a safe transfer to another hospital before delivery; or (2) a situation in which transfer may pose a threat to the health or safety of the woman or the unborn child.
"Emergency Services" means those Covered Services provided in connection with an Emergency Condition.
New/Expanded Service or New/Expanded Technology. In accordance with the Scope/Change in Status section of the Agreement, as of the Effective Date of this Agreement, any New/Expanded Service or New/Expanded Technology (defined below) is not reimbursable under this Agreement. Notwithstanding the foregoing, Provider may submit the following documentation to Anthem at least sixty (60) days prior to the implementation of any New/Expanded Service or New/Expanded Technology for consideration as a reimbursable service: (1) a description of the New/Expanded Service or New/Expanded Technology; (2) Provider's proposed charge for the New/Expanded Service or New/Expanded Technology; (3) such other reasonable data and information required by Anthem to evaluate the New/Expanded Service or New/Expanded Technology. In addition, Anthem may also need to obtain approval from applicable Agency prior to Anthem making determination that New/Expanded Service or New/Expanded Technology can be considered a reimbursable service. If Anthem agrees that the New/Expanded Service or New/Expanded Technology may be reimbursable under this Agreement, then Anthem shall notify Provider, and both parties agree to negotiate in good faith, a new Anthem Rate for the New/Expanded Service or New/Expanded Technology within sixty (60) days of Anthem's notice to Provider. If the parties are unable to reach an agreement on a new Anthem Rate for the New/Expanded Service or New/Expanded Technology before the end of the sixty (60) day period, then such New/Expanded Service or New/Expanded Technology shall not be reimbursed by Anthem, and the Payment in Full and Hold Harmless provision of this Agreement shall apply.
a."New/Expanded Service" shall be defined as a Health Service: (a) that Provider was not providing to Members as of the Effective Date of this Agreement and; (b) for which there is not a specific Anthem Rate as set forth in this PCS.
Reimbursement for Anthem Rate Based on Eligible Charges. Notwithstanding any reimbursement amount set forth herein, Provider shall only be allowed to receive such reimbursement if such reimbursement is for
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
1841672798 #1350526454 |
an Eligible Charge. In addition, if Provider reimbursement is under one or more of the following methodologies: Capitation, Case Rate, DRG Rate, Encounter Rate, Global Case Rate, Per Diem Rate, Per Relative Value Unit, Per Service Rate, and Per Visit Rate, then individual services billed shall not be reimbursed separately, unless otherwise specified in Article IV of this PCS.
Specialty Physician Group Obligations. Provider is designated as a Specialty Care Provider ("SCP" or "Specialty Care Provider") for those Network(s) designated on the Provider Networks Attachment of the Agreement.
Except in case of an Emergency, or as otherwise set forth in the Member's Health Benefit Plan, or required by Regulatory Requirements, prior to treating a Member, Specialty Care Provider agrees to obtain a referral, in accordance with Member's Health Benefit Plan, from a Primary Care Provider ("PCP") who is primarily responsible for providing or authorizing the professional services as set forth in the Health Benefit Plan.
A Provider who is a Primary Care Provider, or a gynecologist or obstetrician, shall provide Health Services or make arrangements for the provision of Health Services to Members on a twenty-four (24) hour per day, seven
(7) day a week basis to assure availability, adequacy, and continuity of care to Members. In the event a Provider is not one of the foregoing described Providers, then Provider shall provide Health Services to Members on a twenty-four (24) hour per day, seven (7) day a week basis or at such times as Health Services are typically provided by similar providers to assure availability, adequacy, and continuity of care to Members. If Provider is unable to provide Health Services as described in the previous sentence, Provider will arrange for another Network Provider to cover Provider's patients in Provider's absence.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
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not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
MEDICARE ADVANTAGE
Provider shall be compensated at the current Anthem Medicare Advantage Rate in effect at the time the Medicare Advantage Covered Service is rendered. The Anthem Medicare Advantage Rates may be amended from time to time as to apply changes in rates or methodology. Anthem shall provide a copy of the Anthem Medicare Advantage Rate upon request from Provider.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
KENTUCKY WORKERS' COMPENSATION
For Medically Necessary Compensable Medical Care provided to Injured Worker(s), Provider agrees to accept the lesser of (i) the Anthem Blue Access Plan Fee Schedule Rate, (ii) Bill Review Allowed or (iii) Provider's Eligible Charges.
INDIANA WORKERS' COMPENSATION
For Medically Necessary Compensable Medical Care provided to Injured Worker(s) Provider agrees to accept the lesser of (i) the Anthem Indiana Workers' Compensation Plan Fee Schedule Rate, ii) Bill Review Allowed or (iii) Provider's Eligible Charges.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Kentucky Provider Agreement Commercial Attachment © 2022 Mar Anthem HealthPlans of Kentucky, Inc. Louisville, KY
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ME STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern.
These provisions are specific to the State of Maine and are required either by the Plan, by statute, or by regulation.
ARTICLE II
SERVICES/OBLIGATIONS
2.5Submission and Adjudication of Claims. Provider shall submit, and Plan shall adjudicate, Claims in accordance with the applicable Participation Attachment(s), the PCS, the provider manual(s) and Regulatory Requirements. If Provider submits Claims prior to receiving notice of Anthem's approval pursuant to section 2.13, then such Claims shall be processed as out of network and Plan may not make retroactive adjustments with respect to such Claims.
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Anthem Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. In addition, Provider shall refund to the Member all amounts Provider has collected that exceed the Cost Share liability of the Member according to the Member's Health Benefit Plan. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Anthem Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Anthem Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit from, seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Anthem or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Anthem or an Affiliate. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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2.6.2.1Cost Shares, if applicable;
2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, or experimental/investigational;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
c)The waiver notifies the Member of the approximate cost of the Health Service;
d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her utilization management program pursuant to his her/her Health Benefit Plan, except when Provider has been designated by Anthem to comply with utilization management for the Health Services provided by Provider to the Member.
2.6.3This hold harmless provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and Members or a person acting on the Member's behalf.
2.8Use of Subcontractors. Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Anthem's provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least sixty (60) days in advance of the effective date of material modifications thereto.
2.11 Networks and Provider Panels. Provider shall be eligible to participate only in those Networks designated on the Provider Networks Attachment of this Agreement. Provider shall not be recognized as a Participating Provider in such Networks until: 1) participation is determined by Plan in its sole discretion according to applicable Regulatory Requirements; or, 2) where there is no applicable Regulatory Requirements, the later of the Effective Date of this Agreement or the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements. Provider acknowledges that Plan may develop, discontinue, or modify new or existing Networks, products and/or programs. In addition to those Networks designated on the Provider Networks Attachment, Anthem may also identify Provider as a Participating Provider in additional Networks, products and/or programs designated in writing from time to time by Anthem. The terms and conditions of Provider's participation as a Participating Provider in such
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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additional Networks, products and/or programs shall be on the terms and conditions as set forth in this Agreement unless otherwise agreed to in writing by Provider and Anthem.
In addition to and separate from Networks that support some or all of Plan's products and/or programs (e.g., HMO, PPO and Indemnity products), Provider further acknowledges that certain Health Services, including by way of example only, laboratory or behavioral health services, may be provided exclusively by designated Participating Providers (a "Health Services Designated Network"), as determined by Plan. Provider agrees to refer Members to such designated Participating Providers in a Health Services Designated Network for the provision of certain Health Services, even if Provider performs such services. Notwithstanding any other provision in this Agreement, if Provider provides a Health Service to a Member for which Provider is not a designated Participating Provider in a Health Services Designated Network, then Provider agrees that he/she/it shall not be reimbursed for such services by Anthem, Plan or the Member, unless Provider was authorized to provide such Health Service by Plan.
ARTICLE V RELATIONSHIP OF THE PARTIES
5.1 Relationship of the Parties. For purposes of this Agreement, Anthem and Provider are and will act at all times as independent contractors. Nothing in this Agreement shall be construed, or be deemed to create, a relationship of employer or employee or principal and agent, partnership, joint venture, or any relationship other than that of independent entities contracting with each other for the purposes of effectuating this Agreement. In accordance with 24-A M.R.S.A. Section 4303(3), Provider may freely communicate with Members regarding the treatment options available to them, including medication treatment options, regardless of benefit coverage limitations.
ARTICLE VIII
TERM AND TERMINATION
8.2 Termination Without Cause. Either party may terminate this Agreement without cause at any time by giving at least ninety (90) days prior written notice of termination to the other party. Notwithstanding the foregoing, should a Participation Attachment(s) contain a longer without cause termination period, the Agreement shall continue in effect only for such applicable Participation Attachment(s) until the termination without cause notice period in the applicable Participation Attachment(s) ends.
8.4 Immediate Termination. This Agreement may be terminated automatically and immediately by Anthem at any time upon written notice to Provider in cases involving imminent harm to patient care, a final determination of fraud by a governmental agency, or a final disciplinary action by a state licensing board or other governmental agency that impairs the ability of Provider to comply with the terms of this Agreement or to provide Covered Services to Members.
ARTICLE IX GENERAL PROVISIONS
9.1 Amendment. Except as otherwise provided for in this Agreement, Anthem retains the right to amend this Agreement, the Anthem Rate, any attachments or addenda by providing notice to Provider at least sixty (60) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the earlier of the amendment effective date identified by Anthem or ninety (90) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered by Provider at the Provider's location(s) on file with Anthem. Anthem may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its business or operations, corporate form or status; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Anthem with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in tax identification number, locations, mailing address or similar demographic information.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the Networks: 1) when participation is determined by Plan in its sole discretion according to applicable Regulatory Requirements; or, 2) where there is no applicable Regulatory Requirements, on the later of the Effective Date of this Agreement or the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements:
Commercial lines of business:
Health Benefit Plans in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status or funding source. Provider participates in Networks which support such Health Benefit Plans including but not limited to the following:
•HMO (includes group HMO and POS products such as: HMO Maine, HMO Blue New England, HMO Choice, Blue Choice New England)
•PPO (includes PPO, EPO and CDHP products such as: Blue Choice, Group Companion Plan)
•Indemnity/Traditional/Standard (includes indemnity/traditional/standard products such as: Medicare Supplemental, aka Medigap or Companion Plans A-J)
•Individual/direct pay (includes individual/direct pay products such as: all Anthem ASO plans)
•Other (includes other products such as: Federal Employee Program Basic Option and Standard Option, Blue Card Plans, UniCare PPO)
Notwithstanding the foregoing, if Provider's office(s) is physically located outside the State of Maine, Provider will not be considered a Participating Provider in the FEP program (PPO).
Governmental lines of business:
Health Benefit Plans issued pursuant to an agreement between Plan and Agency in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status. Provider participates in Networks which support such Health Benefit Plans including but are not limited to the following:
•Medicare HMO (includes HMO and POS products such as: Medicare Advantage Plans)
•Medicare PPO (includes PPO products such as: Medicare Advantage Plans)
Narrow Networks lines of business:
Health Benefit Plans in which Members have access to a limited network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers. The Narrow Networks for which Provider is participating includes only the following:
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE I
DEFINITIONS
"Complete Claim" means, unless otherwise set forth in the Health Benefit Plan, the definition in Title 24-A M.R.S.A., Section 2436, 2-A.
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or program offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all applicable Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered. Provider agrees that Anthem will deem Claims submitted within ninety (90) days of the date of service as timely filed Claims and may refuse payment for Claims received after the ninety (90) day filing limit. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC"), the National Uniform Billing Committee ("NUBC"), or as otherwise set forth in the PCS.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Maine ProviderAgreement Attachment © 2022 Mar - Anthem HealthPlans of Maine, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.3.6Provider has the right to appeal Anthem's denial of payment, pursuant to the appeal process outlined in the Member's Health Benefit Plan, or pursuant to section 2.14 of the Agreement.
2.4Plan Payment Time Frames. For Claims governed by Maine law Anthem shall require Plans or their designees other than Anthem to use best efforts to make payment or arrange for payment for all complete and accurate Claims for Covered Services submitted by Provider in accordance with Title 24-A M.R.S.A. Section 2436. For all other Claims, Anthem shall require Plans or their designees to use commercially reasonable efforts to adjudicate or arrange for adjudication and where appropriate make payment for all Complete Claims for Commercial Business Covered Services submitted by Provider within ninety (90) days, exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or the extent of Plan's payment liability, if any, because of issues such as coordination of benefits, subrogation or verification of coverage.
2.8 Retroactive Denials Prohibited; Exceptions. For Claims governed by Maine law, the parties shall comply with Title 24-A, M.R.S.A. Section 4303 (10).
ARTICLE III TERMINATION
3.1Termination-Commercial Business Attachment. Either party may terminate, without cause, this Attachment by giving at least ninety (90) days prior written notice of termination to the other party.
3.2Continuation of Care Upon Termination - Commercial Business Members. In addition to the Continuation of Care Upon Termination provision in the Agreement, the parties shall comply with relevant Regulatory Requirements for Commercial Business Members.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Maine ProviderAgreement Attachment © 2022 Mar - Anthem HealthPlans of Maine, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PLAN COMPENSATION SCHEDULE ("PCS")
I. DEFINITIONS
"Emergency Condition" means, unless otherwise set forth in the Health Benefit Plan, the definition set forth in Maine Bureau of Insurance Rule Chapter 850, Section 5, "O".
"Emergency Service" means unless otherwise set forth in the Health Benefit Plan, the definition set forth in Maine Bureau of Insurance Rule Chapter 850, Section 5, "P".
Specialty Physician Group Obligations. To the extent required by law or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of an individual Network participation. Anthem reserves the right to notify its Members of Provider's termination. Notification by Anthem shall not relieve the Provider from his or her responsibility to give notification as required above.
Specialty Provider Group (Non-MD or DO) Obligations. To the extent required by law or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of an individual Network participation. Anthem reserves the right to notify its Members of Provider's termination. Notification by Anthem shall not relieve the Provider from his or her responsibility to give notification as required above.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Maine ProviderAgreement PCS © 2022 July - Anthem HealthPlans of Maine, Inc AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Maine ProviderAgreement PCS © 2022 July - Anthem HealthPlans of Maine, Inc AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on one hundred percent (100%) of the CMS Medicare fee schedules.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules, or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment, or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Maine ProviderAgreement PCS © 2022 July - Anthem HealthPlans of Maine, Inc AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
MO STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
These provisions are specific to Covered Services provided to Members enrolled under Health Benefit Plans issued in the State of Missouri by RightCHOICE Managed Care, Inc. (hereinafter "Company") and are required terms and conditions for any Provider located in either the State of Missouri or the State of Illinois. Neither HealthLink, Inc. nor HealthLink HMO, Inc. will be considered a party to this Agreement or an Affiliate as defined in the Agreement.
ARTICLE I
DEFINITIONS
"Company Rate" means the lesser of one hundred percent (100%) of Eligible Provider's Charges for Covered Services, or the total reimbursement amount that Provider and Company have agreed upon as set forth in the PCS. The Company Rate includes applicable Cost Shares, and shall represent payment in full to Provider for Covered Services.
"Audit" means a post-payment review of the Claim(s) and supporting clinical information reviewed by Company to ensure payment accuracy. The review ensures Claim(s) comply with all pertinent aspects of submission and payment including, but not limited to, contractual terms, Regulatory Requirements, Coded Service Identifiers (as defined in the Plan Compensation Schedule ("PCS") guidelines and instructions, Company medical policies and clinical utilization management guidelines, reimbursement policies, and generally accepted medical practices. Audit does not include medical record review for quality and risk adjustment initiatives, or activities conducted by Company's Special Investigation Unit ("SIU").
ARTICLE II
SERVICES/OBLIGATIONS
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Company Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Company Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Company Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit from, seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. In the event of nonpayment
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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and/or insolvency of a Plan that is not underwritten by Company or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Company or an Affiliate. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
2.6.2.1Cost Shares, if applicable;
2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, or experimental/investigational;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
c)The waiver notifies the Member of the approximate cost of the Health Service;
d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her utilization management program pursuant to his her/her Health Benefit Plan, except when Provider has been designated by Company to comply with utilization management for the Health Services provided by Provider to the Member.
2.6.3Except as provided in this section 2.6, or in any Participation Attachment(s), this Agreement does not prohibit Provider from pursuing any available legal remedy, including, but not limited to, collecting from any insurance carrier providing coverage to a Member.
2.16 Coordination of Benefits. Subject to Regulatory Requirements, Provider agrees to cooperate with Plan regarding coordination of benefits, as set forth in Policies and the provider manual(s), and to notify Plan promptly after receipt of information regarding any Member who may have a Claim involving coordination of benefits.
ARTICLE VIII
TERM AND TERMINATION
8.1Term of Agreement. This Agreement shall commence at 12:01 AM on the Effective Date for a term of one (1) year ("Initial Term"), and shall automatically renew thereafter for consecutive one (1) year terms on the anniversary of the Effective Date unless otherwise terminated as provided herein.
8.2Termination Upon Notice. At any time, either party may terminate this Agreement with such termination to be effective on or after the expiration of the Initial Term, by giving at least ninety (90) days prior written notice of termination to the other party. A non-renewal shall not constitute a termination for purposes of this section. Notwithstanding the foregoing, should a Participation Attachment(s) contain a longer "upon notice" or "without cause" termination period, the Agreement shall continue in effect only for such applicable Participation Attachment(s) until the termination notice period in the applicable Participation Attachment(s) ends.
8.4Immediate Termination.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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8.4.1Company may, at its option, terminate this Agreement or any Participation Attachment(s) immediately or suspend Provider's participation pending investigation if:
8.4.1.1Provider commits any act or conduct for which his/her/its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations or to provide Health Services are lost or voluntarily surrendered in whole or in part; or
8.4.1.2Provider commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which Provider submits to Company or to a third party; or
8.4.1.3Provider files a petition in bankruptcy for liquidation or reorganization by or against Provider, if Provider becomes insolvent, or makes an assignment for the benefit of its creditors without Company's written consent, or if a receiver is appointed for Provider or its property; or
8.4.1.4Provider's insurance coverage as required by this Agreement lapses for any reason; or
8.4.1.5Provider fails to maintain compliance with Plan's applicable credentialing requirements, accreditation requirements or standards of participation; or
8.4.1.6Company reasonably believes based on Provider's conduct or inaction, or allegations of such conduct or inaction, that the well-being of patients may be jeopardized; or
8.4.1.7Provider has been abusive to a Member, a Company employee or representative; or
8.4.1.8Provider and/or his/her/its employees, contractors, subcontractors, or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program, and in the case of an employee, contractor, subcontractor or agent, Provider fails to remove such individual from responsibility for, or involvement with, the Provider's business operations related to this Agreement, or if Provider has voluntarily withdrawn his/her/its participation in any Government Program as the result of a settlement agreement; or
8.4.1.9Provider is convicted or has been finally adjudicated to have committed a felony or misdemeanor, other than a non-DUI related traffic violation.
8.4.2This Agreement may be terminated immediately by Provider if:
8.4.2.1Company commits any act or conduct for which its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations are lost or voluntarily surrendered in whole or in part; or
8.4.2.2Company commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which it submits to Provider or to a third party; or
8.4.2.3Company files for bankruptcy, or if a receiver is appointed.
8.4.3In the event that Provider is suspended as provided above, Provider shall, as directed by Company during such suspension, either discontinue treating Members or discontinue providing a particular Health Service to Members. During the term of any suspension, the Provider shall notify Members
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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that its status as a Participating Provider has been suspended. Such suspension will continue pending Company's full investigation.
ARTICLE IX GENERAL PROVISIONS
9.3Scope/Change in Status.
9.3.1Company and Provider agree that this Agreement applies to Health Services rendered by Provider at the Provider's location(s) on file with Company. Company may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its business or operations, corporate form or status; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Company's rights as set forth elsewhere in this Agreement, Company shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Company determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Company elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Company with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in tax identification number, locations, mailing address or similar demographic information.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Company, Company will determine in its sole discretion which Agreement will prevail.
9.16 Review. Provider hereby acknowledges that Provider was allowed at least thirty (30) days to review this Agreement prior to Provider's execution hereof.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the following Networks and substantially equivalent successor Networks set forth below on the later of: (1) the Effective Date of this Agreement or; (2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
This is a Commercial Business Participation Attachment ("Attachment") to the Company Provider Agreement ("Agreement"), entered into by and between Company and Provider and is incorporated into the Agreement.
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Company's Pathway/Pathway X Network, which will support Company's Individual Business, both with respect to products or programs offered by Company on state-based, regional or federal health insurance exchanges ("Exchanges") established by Patient Protection and Affordable Care Act ("PPACA"), and with respect to products or programs offered by Company outside of Exchanges. Provider acknowledges and understands that the Pathway/Pathway X Network and certain products or programs it supports are subject to Regulatory Requirements; and Provider agrees to abide by all applicable rules, regulations and other requirements of the Exchanges as they exist and as they may be amended or changed from time to time. For purposes of this subsection 2.1.2, Individual Business means certain Health Benefit Plans sold by Company directly to Commercial Business Members and not through an employer group, as determined by Company. Individual Business does not include Commercial Business Members covered under The Consolidated Omnibus Budget Reconciliation Act ("COBRA"), Company's Medicare Advantage, Medicare Supplement or short-term medical products, or Company's Federal Employee Program. "Grandfathered" Health Benefit Plans, as defined by PPACA, do not constitute Individual Business.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Company, unless otherwise instructed, at no cost to Company, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Company determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims and applicable attachments to the Claims in an electronic format consistent with industry standards and as set forth in the provider manual(s), unless otherwise mandated by applicable Regulatory Requirements.
2.3.3If Company or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.8Recoupment/Offset/Adjustment for Overpayment – Commercial Business Members. In addition to the Recoupment/Offset/Adjustment provision in the Agreement, with respect only to Claims for which the applicable Plan is a "health carrier" as defined in Mo. Rev. Stat. §376.383 (or any successor thereto), Company shall not request a refund or offset against a Claim more than twelve (12) months after Company has paid a Claim except in cases of fraud or misrepresentation by Provider.
2.9Network Access. Unless otherwise provided in the Health Benefit Plan or expressly permitted by Regulatory Requirements, neither party shall act in a manner that restricts Commercial Business Members access to an entire network. To the extent expressly required by applicable Regulatory Requirements, Provider shall provide Commercial Business Covered Services to Commercial Business Members on a twenty four (24) hour per day, seven (7) day per week basis.
ARTICLE III TERMINATION
3.1Non-Renewal - Commercial Business Attachment and/or Network(s). At any time after the Initial Term, either party may determine not to renew Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment, by giving the other party written notice of non- renewal not less than ninety (90) days prior to the renewal date.
3.2Termination-Commercial Business Attachment and/or Network(s). At any time after the Initial Term, either party may terminate, upon notice, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least ninety (90) days prior written notice of termination to the other party. Following any termination as described herein, the remainder of the Agreement shall remain in full force and effect, if applicable. When expressly required by Regulatory Requirements, Company will include an explanation for the reasons for the proposed termination of this Attachment in any notice of termination given by Company; and if timely requested by Provider, Company will provide Provider with an opportunity for review or hearing as required by Regulatory Requirements, not less than thirty (30) days from the date of notification and in accordance with Company's applicable procedures. This provision shall not apply to Provider's participation in Company's Traditional products.
3.3Continuation of Care Upon Insolvency or Cessation of Operations. In addition to the Continuation of Care Upon Termination provision in the Agreement, when required by Regulatory Requirements applicable to Company, a Plan or a Health Benefit Plan, Provider agrees that in the event of Company's or a Plan's insolvency, Provider shall continue to provide Commercial Business Covered Services to Commercial Business Members in accordance with this Attachment until the later of: (i) the expiration of the period through which the premium or membership due has been paid for coverage under the applicable Health Benefit Plan,
(ii) the date on which the Commercial Business Member is discharged from an inpatient facility, or (iii) the expiration of such other period as may be required by Regulatory Requirements applicable to Company, a Plan, the Health Benefit Plan or the Commercial Business Member, whichever is greater. This provision will be construed in favor of a Commercial Business Member and supersedes any oral or written contrary agreement between Provider and a Commercial Business Member or the representative of a Commercial Business Member if the contrary agreement is inconsistent with this provision and the provisions of the Agreement regarding the continuation of care after termination. This provision shall survive termination of this Attachment.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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3.4Patient List Upon Termination. When required by Regulatory Requirements applicable to Company, a Plan or a Health Benefit Plan, Provider shall provide Company with a list of his, her or its patients and customers who are Commercial Business Members and a list of Commercial Business Members, including but not limited to, Commercial Business Members, who are seen on a regular basis within fifteen (15) business days of the date that such Provider either gives or receives notice of termination, or within such shorter period of time as may be required by applicable Regulatory Requirements.. When required by Regulatory Requirements or deemed appropriate by the Plan, the Plan will give, within the time period required by Regulatory Requirements, if any, notice of such termination or non-renewal to Commercial Business Members seen on a regular basis by Provider.
3.5Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.5.1Any provisions required in order to comply with Regulatory Requirements; and
3.5.2Continuation of Care Upon Insolvency or Cessation of Operations.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
I. DEFINITIONS
"Company Medicare Advantage Rate" shall mean the Company Rate that is used for Medicare Advantage.
"Emergency Condition", the sudden and, at the time, unexpected onset of a health condition that manifests itself by symptoms of sufficient severity that would lead a prudent lay person, possessing an average knowledge of medicine and health, to believe that immediate medical care is required, which may include, but shall not be limited to: (a) Placing the person's health in significant jeopardy; (b) Serious impairment to a bodily function; (c) Serious dysfunction of any bodily organ or part; (d) Inadequately controlled pain; or (e) With respect to a pregnant woman who is having contractions: (a) that there is inadequate time to effect a safe transfer to another hospital before delivery; or (b) that transfer to another hospital may pose a threat to the health or safety of the woman or unborn child.
"Emergency Services" means those Covered Services furnished or required to evaluate and treat an Emergency Condition, which may include, but shall not be limited to, Covered Services that are provided in a licensed hospital's emergency facility by an appropriate provider.
Specialty Physician Group Obligations. Provider is designated as a Specialty Care Provider ("SCP" or "Specialty Care Provider") for those Network(s) designated on the signature page of the Agreement.
Except in case of an Emergency, or as otherwise set forth in the Member's Health Benefit Plan, or required by statute or regulation, prior to treating a Member, Specialty Care Provider agrees to obtain a referral, in accordance with Member's Health Benefit Plan, from a Primary Care Provider ("PCP") who is primarily responsible for providing or authorizing the professional services as set forth in the Health Benefit Plan.
A Provider who is a Specialty Care Provider, such as a gynecologist or obstetrician shall provide Health Services to Members on a twenty-four (24) hour per day, seven (7) day a week basis or at such times as Health Services are typically provided by similar providers to assure availability, adequacy, and continuity of care to Members. If Provider is unable to provide Health Services as described in the previous sentence, Provider will arrange for another Participating Provider to cover Provider's patients in Provider's absence.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of an individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Company's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for state and federal health programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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If a Member is required to obtain Covered Services through a Participating Provider or a provider participating in a separate provider network to receive the highest level of benefits, and Provider is not a Participating Provider or a provider participating in the separate provider network, but Provider participates in a Network for an equivalent Company product issued in the state compared to the Member's product, Provider shall accept the applicable Company Rate for the equivalent Network in which the Provider participates. For example, if a Provider participates in the Blue Access Program and has a Plan Compensation Schedule for the Blue Access Program, but the Provider does not participate in the Blue Access Choice Program as a Participating Provider and there is no specific Plan Compensation Schedule for the Blue Access Choice Program attached to the Agreement, the Plan Compensation Schedule for the Blue Access Program shall be used to determine the "Allowed Amount" for Covered Services provided by the Provider to Members in the Blue Access Choice Program. Provider shall bill, collect and accept reimbursement for services from Members for Cost Shares. If Provider's participation is limited to an indemnity product that does not include incentives for the Member to use a Participating Provider ("Traditional Network"), or Provider does not participate in a Network for an equivalent Company product issued in the state compared to the Member's product, Provider shall accept the Company Rate for the Traditional Network as set forth on the Fee Schedule. Provider shall bill, collect and accept reimbursement for Cost Shares.
Request for Representative Fee Schedule. Upon Provider's written request, Company will provide Provider with a representative sample of the fees then in effect under a Fee Schedule applicable to a particular Network.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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MEDICARE ADVANTAGE
For Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept the lesser of Provider Charges or a Fee Schedule based on of the CMS Medicare fee schedules.
When determining the Company Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Company Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Company notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
NH STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern.
The following provisions are required terms and conditions for certain Health Benefit Plans that are issued in the State of New Hampshire.
ARTICLE II
SERVICES/OBLIGATIONS
2.9 Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Anthem provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least sixty (60) days in advance of the effective date of material modifications for Commercial Business subject to New Hampshire state law, and at least thirty (30) days in advance of the effective date of material modifications for all other lines of business thereto.
2.17 Cost Effective Care. Provider shall provide Covered Services in the most cost effective, clinically appropriate setting and manner. In addition, in accordance with the provider manual(s) and Policies, Provider shall utilize Participating Providers, and when Medically Necessary or appropriate, refer and transfer Members to Participating Providers for all Covered Services, including but not limited to specialty, laboratory, ancillary and supplemental services.
2.17.1 In accordance with New Hampshire RSA 420-J:8,XIV, and to the extent that the law is applicable, no provider employed by a hospital or any affiliate is required or in any way obligated to refer Members to providers also employed or under contract with a hospital or any affiliate.
ARTICLE IX GENERAL PROVISIONS
9.1 Amendment. Except as otherwise provided for in this Agreement, Anthem retains the right to amend this Agreement, the Anthem Rate, any attachments or addenda by making a good faith effort to provide notice to Provider at least sixty (60) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or one hundred eighty (180) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.3Scope/Change in Status.
9.3.1Anthem and Provider agree that this Agreement applies to Health Services rendered by Provider at the Provider's location(s) on file with Anthem. Anthem may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its locations, business or operations, corporate form or status, tax identification number, or similar demographic information; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Anthem's rights as set forth elsewhere in this Agreement, Anthem shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Anthem determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Anthem elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Anthem with thirty (30) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in mailing address.
9.3.4If Provider is acquired by, acquires or merges with another entity, and such entity already has an agreement with Anthem, Anthem will determine in its sole discretion which Agreement will prevail.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.3.5If, after the Effective Date of this Agreement, Provider transfers an existing business of Provider represented by one tax identification number to a different tax identification number and such transfer results in Provider being reimbursed by Anthem at a higher reimbursement rate, then Provider and Anthem will discuss such movement to an entity with the new tax identification number, and will make appropriate adjustments to compensation of Provider so that the movement shall be revenue neutral to Anthem in that the business transferred will be reimbursed by Anthem prior to the transfer.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the following Networks on the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
•Indemnity/Traditional/Standard
•Medicare Advantage MediBlue Select (HMO)
•Anthem MediBlue Select Plus (HMO)
•Anthem MediBlue Access Select Plus (PPO)
Notwithstanding the foregoing, if Provider's office(s) is physically located outside the state of New Hampshire, Provider will not be considered a Participating Provider in the FEP program (PPO) or any Indemnity/Traditional/Standard Health Benefit Plans.
Other Plan Programs:
•Quality Improvement Program
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.1Participation-Networks Supporting Commercial Business. As a participant in one or more Networks supporting Plan's Commercial Business as set forth on the Provider Networks Attachment of the Agreement, Provider will render Commercial Business Covered Services to Commercial Business Members in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Networks supporting Plan's Commercial Business. The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to Commercial Business Members.
2.1.1This provision intentionally left blank.
2.1.2Provider agrees to participate in Anthem's Pathway Network, which may support programs referred to as both Qualified Health Plans (QHPs) and non-Qualified Health Plans (non-QHPs) as set forth below offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act, and products or programs offered by Anthem outside of the Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all applicable rules, regulations and other requirements of the Exchanges as they exist and as they may be amended or changed from time to time.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within sixty (60) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the sixty (60) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims and applicable attachments to the Claims in an electronic format consistent with industry standards and as set forth in the provider manual(s), unless otherwise mandated by applicable Regulatory Requirements.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the sixty (60) day period referenced in section 2.3 above, whichever is longer.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.4Plan Payment Time Frames. For Claims subject to New Hampshire law, Anthem or its designee and Provider shall comply with the requirements of the New Hampshire prompt pay legislation, as may be applicable, for payment of Complete Claims for Commercial Business Covered Services. For Claims subject to New Hampshire law, Anthem will pay Claims in accordance with RSA 420-J:8-a. For Claims not subject to New Hampshire law, Anthem shall require Plans or their designees to use commercially reasonable efforts to adjudicate or arrange for adjudication and where appropriate make payment for all Complete Claims for Commercial Business Covered Services submitted by Provider within ninety (90) days, exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or the extent of Plan's payment liability, if any, because of issues such as coordination of benefits, subrogation or verification of coverage.
2.8Retroactive Denials Prohibited; Exceptions. For Claims subject to New Hampshire law effective January 1, 2019, and in accordance with New Hampshire RSA 415:6-i, 415:18-m, and 420-J:8-b, Anthem shall not impose any retroactive denial of a previously paid Claim or any part thereof unless: (a) Anthem has provided the reason for the retroactive denial in writing to Provider, and (b) The time which has elapsed since the date of payment of the challenged Claim does not exceed twelve (12) months. The retroactive denial of a previously paid Claim is permitted beyond twelve (12) months from the date of payment but only for the following reasons:
(1)the Claim was submitted fraudulently; (2) the Claim payment was incorrect because the Provider or the insured was already paid for the Health Services identified in the Claim; (3) the Health Services identified in the Claim were not delivered by the physician/provider; (4) the Claim payment was for services covered by Title XVIII, Title XIX, or Title XXI of the Social Security Act; (5) the Claim payment is the subject of adjustment with another insurer, administrator, or payor; or (6) the Claim payment is the subject of legal action. Anthem shall notify Provider at least fifteen (15) days in advance of the imposition of any retroactive denial of a previously paid Claim. Provider shall have six (6) months from the date of notification to determine whether the Commercial Business Member has other appropriate insurance, which was in effect on the date of service. Notwithstanding any terms elsewhere in this Agreement, Anthem shall allow for the submission of a Claim that was previously denied by another insurer due to the insured's transfer or termination of coverage.
2.9Provider Communication. Provider may freely communicate with Commercial Business Members regarding the treatment options available to them, including medication treatment options, regardless of benefit coverage limitations. Anthem shall not remove a Provider from its Network or refuse to renew the Provider with its Network for participating in a Commercial Business Member's internal grievance procedure or external review.
ARTICLE III TERMINATION
3.1This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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3.2Continuation of Care Upon Termination - Commercial Business Members. Provider agrees to provide Commercial Business Members continued access to the Commercial Business Covered Services that Commercial Business Members are entitled to under their Health Benefit Plan for a period of up to ninety (90) days after the expiration date of this Agreement or longer if ordered pursuant to RSA 420-J:7-d. During the continuance of care period, Commercial Business Covered Services shall be provided and paid for in accordance with the terms and conditions of the Health Benefit Plan and this Agreement.
3.3Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.3.1Any provisions required in order to comply with Regulatory Requirements; and
3.3.2Continuation of Care Upon Termination – Commercial Business Members.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
I. DEFINITIONS
"Emergency Condition" as set forth in New Hampshire RSA 417-F:1, I, means a medical condition with sudden onset that manifests itself by symptoms of sufficient severity that the absence of immediate medical attention could be expected to result in any of the following: (a) serious jeopardy to the patient's health; (b) serious impairment to bodily functions; (c) serious dysfunction of any bodily organ or part. "Emergency Services" means those Covered Services provided in connection with an Emergency Condition.
Specialty Physician Group Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Anthem will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Specialty Provider Group (Non-MD or DO) Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Anthem will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Maximum Allowable Benefit ("MAB"). Anthem shall establish, and amend from time to time, a Maximum Allowable Benefit ("MAB"), which is the maximum level of reimbursement up to which Anthem shall allow for Covered Services provided to Members. Such amendments to MAB shall reflect market demands and consider Resource Based Relative Values ("RBRVS") and other relevant criteria designated by Anthem at Anthem's sole discretion.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on one hundred percent (100%) of the CMS Medicare fee schedules.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
NV STATE SPECIFIC PROVISIONS
These provisions are specific to the state of Nevada and are required either by Plan, by statute, or by regulation.
ARTICLE II
SERVICES/OBLIGATIONS
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Anthem Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Anthem Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Anthem Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit from, seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Anthem or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Anthem or an Affiliate. The provisions herein shall be construed in favor of the Member and shall supersede any oral or written contrary agreement between Provider and the Member or the Member's representative if the contrary agreement is inconsistent with the above provisions. Except as provided herein, this section does not prohibit Provider from pursuing any available legal remedy. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
2.6.2.1Cost Shares, if applicable;
2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, or experimental/investigational;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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c)The waiver notifies the Member of the approximate cost of the Health Service;
d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her utilization management program pursuant to his her/her Health Benefit Plan, except when Provider has been designated by Anthem to comply with utilization management for the Health Services provided by Provider to the Member.
2.8Use of Subcontractors. Upon Anthem's prior written approval, which shall not be unreasonably withheld, Provider may fulfill some of its duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider desires to contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Anthem's provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of material modifications thereto. For the purposes of this section, the term "material modification" means a change that decreases Provider's compensation or changes administrative procedures in a way that may reasonably be expected to significantly increase Provider's administrative expense.
ARTICLE VIII
TERM AND TERMINATION
8.2 Termination Without Cause. Either party may terminate this Agreement without cause at any time by giving at least one hundred twenty (120) days prior written notice of termination to the other party. Notwithstanding the foregoing, should a Participation Attachment(s) contain a longer without cause termination period, the Agreement shall continue in effect only for such applicable Participation Attachment(s) until the termination without cause notice period in the applicable Participation Attachment(s) ends.
ARTICLE IX GENERAL PROVISIONS
9.1Amendment. Except for the Anthem Rate or as otherwise provided for in this Agreement, Anthem retains the right to amend this Agreement, any attachments or addenda by making a good faith effort to provide notice to Provider at least thirty (30) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment, prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or one hundred eighty (180) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
9.1.1 Amendment To Anthem Rate. Except as otherwise provided for in this Agreement, Anthem retains the right to amend the Anthem Rate upon at least forty-five (45) days' written notice in advance of
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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the effective date of the amendment. If Provider objects in writing to the Anthem Rate change within the forty-five (45) day period, the change will not become effective unless agreed to in writing by the parties. However, if Provider fails to object in writing to the Anthem Rate change within the forty-five
(45) day period, then the Anthem Rate change will be effective at the end of that period.
9.2Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that Anthem retains the right to assign, either by operation of law or otherwise, or transfer in whole or in part, this Agreement to an Affiliate. The rights and obligations of the parties hereunder shall inure to the benefit of, and shall be binding upon, any permitted successors and assigns of the parties hereto.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the Networks set forth below on the later of: (1) the Effective Date of this Agreement or; (2) the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
Commercial lines of business:
Health Benefit Plans in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status or funding source. Provider participates in Networks which support such Health Benefit Plans including but not limited to the following:
•HMO (includes group HMO and POS products such as: BlueAdvantage HMO and BlueAdvantage POS/HMO Nevada)
•PPO (includes PPO, EPO and CDHP products such as: BlueSecure and BluePreferred PPO/Nevada PPO, FEP)
•Pathway HMO (includes products such as: BlueAdvantage HMO)
•Pathway PPO (includes products such as: BluePreferred and BlueSecure)
•Indemnity/Traditional/Standard (includes indemnity/traditional/standard products such as: Prudent Buyer/Nevada PPO)
•Individual/direct pay (includes individual/direct pay products such as: SmartSense and Smart Saver/Nevada PPO)
Governmental lines of business:
Health Benefit Plans issued pursuant to an agreement between Plan and Agency in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status. Provider participates in the following Networks which support such Health Benefit Plans:
•Medicare HMO (includes HMO products such as: Medicare Advantage HMO)
•Medicare PPO (includes PPO products such as: Anthem Medicare Preferred Premier/Nevada Medicare Advantage PPO Network)
Other Plan Programs:
•Pathway X HMO (includes Products such as: Anthem Gold DirectAccess, Anthem Silver DirectAccess and Anthem Bronze DirectAccess)
•Pathway X PPO (includes Products such as: Anthem Gold DirectAccess, Anthem Silver DirectAccess and Anthem Bronze DirectAccess)
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE I
DEFINITIONS
"Clean Claim" means either the uniform bill form or electronic submission form in the format prescribed by Anthem submitted for payment by a provider for Covered Services rendered to a Member which includes all information necessary to process the Claim. "Clean Claim" does not include a Claim for payment of expenses incurred during a period of time for which premiums are delinquent, except to the extent otherwise required by applicable Regulatory Requirements.
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.4Plan Payment Time Frames.
2.4.1Claims Subject to Nevada Law. Anthem shall comply with the requirements of the Nevada prompt payment laws, as may be applicable, for payment of Clean Claims for Covered Services.
Anthem shall approve or deny Clean Claims within thirty (30) calendar days of receipt. If a Clean Claim is payable, payment shall be made within thirty (30) days after it is approved. If a Clean Claim is payable, and Anthem does not pay the Claim with thirty (30) days of approval, Anthem shall pay Provider interest on the amount owed at a rate equal to the prime rate at the largest bank in Nevada, as ascertained by the commissioner of financial institutions, on January 1 or July 1, as the case may be, immediately preceding the date on which the payment was due, plus six percent (6%). In the event additional information is required to appropriately process a Claim, Anthem shall notify Provider of its request for additional information within twenty (20) days after receipt of the Claim. Anthem shall approve or deny the Claim within thirty (30) days after receiving the additional information. If the Claim is approved, Anthem shall pay the Claim within thirty (30) days after it receives the additional information. If Anthem fails to pay the approved Claim within that time frame, it shall pay interest to Provider as stated above from thirty (30) days after the date on which the Claim was approved until the date on which the Claim is paid.
2.4.2Claims Not Subject to Nevada Law. In the event the Nevada prompt payment laws are not applicable, Anthem shall use commercially reasonable efforts to require Plans or their designees to make payment or arrange for payment for all Clean Claims for Covered Services submitted by Provider within sixty (60) days of receipt, exclusive of Claims that have been suspended due to
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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the need to determine the extent of Plan's payment liability, if any, because of issues such as coordination of benefits, subrogation, eligibility for coverage, or Medical Necessity.
ARTICLE III TERMINATION
3.1Termination-Commercial Business Attachment and/or Network(s). At any time either party may terminate, without cause, Provider's participation in one or more Commercial Network(s) designated on the Provider Networks Attachment, or this Attachment by giving at least one hundred eighty (180) days prior written notice of termination to the other party. Following any termination as described herein, the remainder of the Agreement shall remain in full force and effect, if applicable.
3.2Continuation of Care Upon Termination - Commercial Business Members. In addition to the Continuation of Care Upon Termination provision in the Agreement, Provider shall, upon termination of this Agreement for reasons other than the grounds set forth in the Termination With Cause section of this Agreement, provide and be compensated for inpatient Covered Services rendered to Commercial Business Members receiving treatment at the time of termination, under the terms and conditions of this Agreement until the earlier of one hundred twenty (120) days after the effective date of such termination or until such inpatient Commercial Business Members are discharged from Provider or, with regard to a Commercial Business Member who is pregnant, the forty-five (45) days after the date of delivery, or in the event the pregnancy does not end in delivery, the date of the end of the pregnancy. In addition, Provider agrees to accept payment under the terms of this Agreement for those Commercial Business Members receiving outpatient treatment at the time of termination until the earlier of ninety (90) days after the Effective Date of such termination or until such outpatient treatment ends. Notwithstanding the foregoing, for Commercial Business Members who: (i) have entered the second or third trimester of pregnancy at the time of such termination, or (ii) are defined as terminally ill under § 1861 (dd) (3) (A) of the Social Security Act at the time of such termination, this continuance of care and all provisions of this Agreement shall remain in effect for such pregnant Commercial Business Members through the provision of postpartum care directly related to their delivery, and for such terminally ill Commercial Business Members for the remainder of their life for care directly related to the treatment of the terminal illness.
3.3Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.3.1Any provisions required in order to comply with Regulatory Requirements.
3.3.2Continuation of Care Upon Termination – Commercial Business Members; and
3.3.3Notice and Continuation of Services Upon Anthem Insolvency.
3.5Anthem shall provide written notice to Provider as soon as practicable if a court determines Anthem to be insolvent or in the event of any other cessation of operations of Anthem. In the event of the insolvency or other cessation of operations of Anthem, Provider agrees to continue to delivery Commercial Business Covered Services to Commercial Business Members, without billing the Commercial Business Members for any amounts other than Cost Shares as specifically provided in the Health Benefit Plan, until the earlier of:
1.The date of the cancellation of the Commercial Business Member's coverage pursuant to NRS 687B.310, including, without limitation, any extension of coverage provided pursuant to: (a) the terms of the Health Benefit Plan; (b) NRS 689A.04036, 689B.0303, 695C.1691 and 695G.164, as applicable; or (c) any applicable federal law for Commercial Business Members who are in an active course of treatment or totally disabled; or
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.The date on which this Agreement would have terminated if Anthem had remained in operation, including, without limitation, any extension of coverage provided pursuant to: (a) the Commercial Business Member's Health Benefit Plan; (b) NRS 689A.04036, 689B.0303, 695C.1691 and 695G.164, as applicable; or (c) any applicable federal law for Commercial Business Members who are in an active course of treatment or totally disabled.
The above provisions shall be construed in favor of the Commercial Business Member and shall supersede any oral or written contrary agreement between Provider and the Commercial Business Member or the Commercial Business Member's representative if the contrary agreement is inconsistent with the above provisions.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
Specialty Physician Group Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of an individual Network participation.
Specialty Provider Group (Non-MD or DO) Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of an individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Anthem out-of-network maximum benefit allowance compensation rate, but based on the Member's Health Benefit Plan, Plan may have no liability for services rendered. In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem out-of-network maximum benefit allowance compensation rate, but based on the Member's Health Benefit Plan, Plan may have no liability for services rendered. In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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NevadaProvider Agreement PCS © 2022 July- Rocky Mountain Hospitaland MedicalServices, Inc. © 2022 July - HMOColorado, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on of the CMS Medicare fee schedules.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
NY STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern.
The following provisions are required terms and conditions for certain Health Benefit Plans that are issued in the State of New York.
ARTICLE II
SERVICES/OBLIGATIONS
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Empire Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Empire Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Empire Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit from, seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Empire or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Empire or an Affiliate. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
2.6.2.1Cost Shares, if applicable;
2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, experimental/investigational or not covered;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
c)The waiver notifies the Member of the approximate cost of the Health Service;
d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her utilization management program pursuant to his her/her Health Benefit Plan, except when Provider has been designated by Empire to comply with utilization management for the Health Services provided by Provider to the Member.
2.7Recoupment/Offset/Adjustment for Overpayments. Empire shall be entitled to offset and recoup an amount equal to any overpayments or improper payments made by Empire to Provider against any payments due and payable by Empire to Provider with respect to any Health Benefit Plan under this Agreement. Provider shall voluntarily refund all duplicate or erroneous Claim payments regardless of the cause, including, but not limited to, payments for Claims where the Claim was miscoded, non-compliant with industry standards, or otherwise billed in error, whether or not the billing error was fraudulent, abusive or wasteful. In such event, Provider agrees that all future Claim payments applied to satisfy Provider's repayment obligation shall be deemed to have been paid in full for all purposes, including section 2.6.1. Should Provider disagree with any determination by Plan that Provider has received an overpayment, Provider shall have the right to appeal such determination under Empire's procedures set forth in the provider manual, and such appeal shall not suspend Empire's right to recoup the overpayment amount during the appeal process unless suspension of the right to recoup is otherwise required by Regulatory Requirements. Empire reserves the right to employ a third party collection agency in the event of non-payment.
2.8Use of Subcontractors. Subject to the terms and conditions of section 9.2 of this Agreement, Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Empire with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, and Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Empire's provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan, applicable to the Network(s) in which Provider participates. Empire or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least ninety (90) days in advance of the effective date of material modifications thereto.
2.11 Networks and Provider Panels. Provider shall be eligible to participate only in those Networks designated on the Provider Networks Attachment of this Agreement. Provider shall not be recognized as a Participating Provider in such Networks until the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements. Provider acknowledges that Plan may develop, discontinue,
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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or modify new or existing Networks, products and/or programs. In addition to those Networks designated on the Provider Networks Attachment, Empire may also identify Provider as a Participating Provider in additional Networks, products and/or programs designated in writing from time to time by Empire. The terms and conditions of Provider's participation as a Participating Provider in such additional Networks, products and/or programs shall be on the terms and conditions as set forth in this Agreement unless otherwise agreed to in writing by Provider and Empire.
In addition to and separate from Networks that support some or all of Plan's products and/or programs (e.g., HMO, PPO and Indemnity products), Provider further acknowledges that certain Health Services, including by way of example only, laboratory or behavioral health services, may be provided exclusively by designated Participating Providers (a "Health Services Designated Network"), as determined by Plan. Provider agrees to refer Members to such designated Participating Providers in a Health Services Designated Network for the provision of certain Health Services, even if Provider performs such services. Notwithstanding any other provision in this Agreement, if Provider provides a Health Service to a Member for which Provider is not a designated Participating Provider in a Health Services Designated Network, then Provider agrees that he/she/it shall not be reimbursed for such services by Empire, Plan or the Member, unless Provider was authorized to provide such Health Service by Plan. Notwithstanding the foregoing, Provider expressly acknowledges and agrees that they shall not be participating in any applicable Medicare Advantage HMO Special Needs Plan ("SNP") or Medicare Advantage HMO products or other Medicare Advantage products that are administered or managed by CareMore IPA of New York, LLC. In addition and notwithstanding anything to the contrary in the Agreement, this Agreement shall not apply to the products issued by HealthPlus HP, LLC d/b/a Empire BlueCross BlueShield HealthPlus unless otherwise notified by Empire.
2.13 Provider Credentialing, Standards of Participation and Accreditation. Provider warrants that he/she/it meets all applicable Plan credentialing requirements, standards of participation, and accreditation requirements for the Networks in which Provider participates. A description of the applicable credentialing requirements, standards of participation, and accreditation requirements, are set forth in the provider manual(s) and/or in the PCS. Provider acknowledges that until such time as Provider has been determined to have fully met Plan's credentialing requirements, standards of participation, and accreditation requirements, as applicable, Provider shall not be entitled to the benefits of participation under this Agreement, including without limitation the Empire Rates set forth in the PCS attached hereto.
2.18 Multiple Office Sites. Provider understands and agrees that this Agreement constitutes Provider's agreement to participate in the Networks under all tax identification numbers and at all office locations, regardless of area of practice, unless Empire elects to limit participation to certain office locations or tax identification numbers. Provider is hereby prohibited from restricting participation to certain office locations or tax identification numbers when Provider maintains multiple offices or tax identification numbers. Provider shall provide thirty
(30) days advance written notice to Empire of the addition or deletion of any Provider office locations or tax identification numbers. In the event that Provider closes or no longer practices at a particular office location, Provider further agrees to provide written notice to Members who are existing patients of Provider setting forth Provider's remaining office locations where such Members may continue to access Covered Services.
ARTICLE VII
DISPUTE RESOLUTION AND ARBITRATION
7.1 Dispute Resolution. All disputes between Empire and Provider arising out of or related in any manner to this Agreement shall be resolved using the dispute resolution and arbitration procedures as set forth below. Provider shall exhaust any other applicable provider appeal/provider dispute resolution procedures and any applicable state law exhaustion requirements imposed by Regulatory Requirements as a condition precedent to Provider's right to pursue the dispute resolution and arbitration procedures as set forth below.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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The parties agree that external appeal decisions issued by an independent review organization contracted with a state Agency for medical necessity or investigational disputes are final and binding on the parties, and Provider may not pursue further dispute resolution or arbitration as further set forth in this Article VII below with respect to such disputes.
7.1.1 Except as otherwise specified in section 7.1 above, in order to invoke the dispute resolution procedures in this Agreement, a party first shall send to the other party a written demand letter that contains a detailed description of the dispute and all relevant underlying facts, a detailed description of the amount(s) in dispute and how they have been calculated and any other information that the Empire provider manual(s) may require Provider to submit with respect to such dispute. If the total amount in dispute as set forth in the demand letter is less than two hundred thousand dollars ($200,000), exclusive of interest, costs, and attorneys' fees, then within twenty (20) days following the date on which the receiving party receives the demand letter, representatives of each party's choosing shall meet to discuss the dispute in person or telephonically in an effort to resolve the dispute. If the total amount in dispute as set forth in the demand letter is two hundred thousand dollars ($200,000) or more, exclusive of interest, costs, and attorneys' fees, then within ninety (90) days following the date of the demand letter, the parties shall engage in non-binding mediation in an effort to resolve the dispute unless both parties agree in writing to waive the mediation requirement. The parties shall mutually agree upon a mediator, and failing to do so, Judicial Arbitration and Mediation Services ("JAMS") shall be authorized to appoint a mediator.
ARTICLE VIII
TERM AND TERMINATION
8.1Initial Term of Agreement. The initial term of this Agreement shall commence at 12:01 AM on the Effective Date and shall continue in effect for a term of one (1) year ("Initial Term"), automatically renewing for consecutive one (1) year terms unless either party gives written notice of nonrenewal to the other party at least sixty (60) days prior to the start of the calendar year, or this Agreement is terminated as described below.
Notwithstanding the foregoing, Empire may nonrenew Provider's participation in one or more Network(s) designated on the Provider Networks Attachment by giving Provider written notice at least sixty (60) days prior to the start of the calendar year. Following any nonrenewal of Provider's participation in one or more Network(s), the remainder of the Agreement shall remain in full force and effect. Should a Participation Attachment(s) contain a longer notice period, the Agreement shall continue in effect only for such applicable Participation Attachment(s) until the notice period in the applicable Participation Attachment(s) ends.
8.2Termination Without Cause. Empire may terminate, without cause, Provider's Participation in one or more Network(s) designated on the Provider Networks Attachment, or this Agreement, by giving at least ninety (90) days prior written notice of termination to the Provider. Following any termination of Provider's participation in one or more Network(s), the remainder of the Agreement shall remain in full force and effect. Notwithstanding the foregoing, should a Participation Attachment(s) contain a longer without cause termination period, the Agreement shall continue in effect only for such applicable Participation Attachment(s) until the termination without cause notice period in the applicable Participation Attachment(s) ends.
8.4Immediate Termination.
8.4.1This Agreement or any Participation Attachment(s) may be terminated immediately by Empire if:
8.4.1.1Provider commits any act or conduct for which his/her/its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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operations or to provide Health Services are lost or voluntarily surrendered in whole or in part; or
8.4.1.2Provider commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which Provider submits to Empire or to a third party; or
8.4.1.3Provider files a petition in bankruptcy for liquidation or reorganization by or against Provider, if Provider becomes insolvent, or makes an assignment for the benefit of its creditors without Empire's written consent, or if a receiver is appointed for Provider or its property; or
8.4.1.4Provider's insurance coverage as required by this Agreement lapses for any reason; or
8.4.1.5Provider fails to maintain compliance with Plan's applicable credentialing requirements, accreditation requirements or standards of participation; or
8.4.1.6Empire reasonably believes based on Provider's conduct or inaction, or allegations of such conduct or inaction, that the well-being of patients may be jeopardized; or
8.4.1.7Provider has been abusive to a Member, an Empire employee or representative; or
8.4.1.8Provider and/or his/her/its employees, contractors, subcontractors, or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program, and in the case of an employee, contractor, subcontractor or agent, Provider fails to remove such individual from responsibility for, or involvement with, the Provider's business operations related to this Agreement, or if Provider has voluntarily withdrawn his/her/its participation in any Government Program as the result of a settlement agreement; or
8.4.1.9Provider is convicted or has been finally adjudicated to have committed a felony or misdemeanor, other than a non-DUI related traffic violation.
8.4.2This Agreement may be terminated immediately by Provider if:
8.4.2.1Empire commits any act or conduct for which its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations are lost or voluntarily surrendered in whole or in part; or
8.4.2.2Empire commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which it submits to Provider or to a third party; or
8.4.2.3Empire files for bankruptcy, or if a receiver is appointed.
8.5Termination of Individual Providers. If applicable, Empire reserves the right to terminate individual providers under the terms of this Article VIII while continuing the Agreement for one or more providers in a group.
ARTICLE IX GENERAL PROVISIONS
9.1 Amendment. Except as otherwise provided for in this Agreement, Empire retains the right to amend this Agreement, the Empire Rate, any attachments or addenda by making a good faith effort to provide notice to Provider at least forty-five (45) days in advance of the effective date of the amendment.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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9.3Scope/Change in Status.
9.3.1Empire and Provider agree that this Agreement applies to Health Services rendered by Provider at all Provider office locations and tax identification numbers. Empire may, in its discretion, limit this Agreement to Provider's locations, operations, business or corporate form, status or structure in existence on the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in subsections 9.3.1.1 – 9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall provide at least ninety (90) days prior written notice of any such event.
9.3.1.1Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of his/her/its business assets to another entity through any manner including but not limited to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise acquired or controlled by any other entity through any manner, including but not limited to purchase, merger, consolidation, alliance, joint venture, partnership, association, or expansion; or
9.3.1.2Provider transfers control of his/her/its management or operations to any third party, including Provider entering into a management contract with a physician practice management company or with another entity which does not manage Provider as of the Effective Date of this Agreement, or there is a subsequent change in control of Provider's current management company; or
9.3.1.3Provider acquires or controls any other medical practice, facility, service, beds or entity; or
9.3.1.4Provider changes his/her/its locations, business or operations, corporate form or status, tax identification number, or similar demographic information; or
9.3.1.5Provider creates or otherwise operates a licensed health maintenance organization or commercial health plan (whether such creation or operation is direct or through a Provider affiliate).
9.3.2Notwithstanding the termination provisions of Article VIII, and without limiting any of Empire's rights as set forth elsewhere in this Agreement, Empire shall have the right to terminate this Agreement by giving at least sixty (60) days written notice to Provider if Empire determines, that as a result of any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the obligations hereunder, or cannot comply with one or more of the terms and conditions of this Agreement, including but not limited to the confidentiality provisions herein; or Empire elects in its reasonable business discretion not to do business with Provider, the successor entity or new management company, as a result of one or more of the events as set forth in subsection 9.3.1.
9.3.3Provider shall provide Empire with forty-five (45) days prior written notice of:
9.3.3.1Addition or removal of individual provider(s) who are employed or subcontracted with Provider, if applicable. Any new individual providers must meet Plan's credentialing requirements or other applicable standards of participation prior to being designated as a Participating Provider; or
9.3.3.2A change in mailing address.
9.3.4If any of the events outlined in this section 9.3 occur, including the addition of any individual provider(s) practicing with Provider, and Empire consents in writing not to limit the Agreement as
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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outlined in subsection 9.3.1 and its corresponding subsections, then Provider warrants and covenants that this Agreement shall be assumed by the new locations, operations or business or corporate form, status or structure, or individual provider (herein referred to as "New Entity"?), unless the New Entity already has an agreement with Empire, in which case Empire will determine which Agreement will prevail. If the New Entity does not have a current agreement with Empire, or Empire agrees to add the New Entity to the Agreement, then the development of the appropriate Fee Schedule shall be determined in the following manner:
9.3.4.1If New Entity is a result of Provider consolidation of some or all of the tax identification numbers listed on the signature page of the Agreement, then Empire shall do a weighted average of the negotiated Empire Rates of the impacted tax identification numbers, based on volume, to develop a new Fee Schedule for the New Entity to be applied prospectively to reflect the impact as of the date of consolidation. Empire shall provide the analytical detail supporting the new Fee Schedule to Provider for review. The parties shall come to agreement on the accuracy of the weighted averages prior to implementation of the new Fee Schedule.
9.3.4.2If New Entity is NOT a result of Provider consolidation of some or all of the tax identification numbers listed on the signature page of this Agreement, and if Empire has a current contract with New Entity, then Empire shall do a weighted average of the rates of the New Entity and Provider, based on volume, to determine if the negative financial impact to Empire is five percent (5%) or greater. If the overall financial impact to Empire is five percent (5%) or greater, then the parties agree to modify the negotiated Empire Rates outlined in the PCS prospectively in order to neutralize the impact. If the negative financial impact is less than five percent (5%), then the New Entity shall be subject to the reimbursement as outlined in the PCS. Empire shall provide the analytical detail supporting the new Fee Schedule to Provider for review. The parties shall come to agreement on the accuracy of the weighted averages prior to implementation of the new Fee Schedule.
9.3.5Notwithstanding the foregoing, Empire shall conduct an annual review to determine if any changes in this section 9.3 have resulted in a negative financial impact to Empire of five percent (5%) from the preceding calendar year, and if so, then Empire shall unilaterally adjust the Empire Rates prospectively to neutralize the negative financial impact as a result of the changes.
9.16 Regulatory Approval. To the extent Provider participates in Networks under this Agreement, which are subject to review by the New York State Department of Health, this Agreement is subject to the approval of the New York State Department of Health as to form. If this Agreement is implemented prior to such approval, the parties agree to incorporate into this Agreement any and all modifications required by the Department of Health for approval or, alternatively, to terminate this Agreement if so directed by the Department of Health. The "New York State Department of Health Standard Clauses for Managed Care Provider/IPA/ACO Contracts", attached to the Agreement as Attachment A, are expressly incorporated into this Agreement and are binding upon the Article 44 plans and providers that contract with such plans, and who are a party to this Agreement. In the event of any inconsistent or contrary language between the Standard Clauses and any other part of the Agreement, including but not limited to appendices, amendments, exhibits, the parties agree that the provisions of the Standard Clauses shall prevail, except to the extent applicable law requires otherwise and/or to the extent a provision of the Agreement exceeds the minimum requirements of the Standard Clauses.
ARTICLE X BCBSA REQUIREMENTS
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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10.2 Blue Cross Blue Shield Out of Area Program. Provider agrees to provide Covered Services to any person who is covered under another BCBSA out of area or reciprocal program, and to submit Claims for payment in accordance with current BCBSA Claims filing guidelines. Provider agrees to accept payment by Plan at the Empire Rate for the equivalent Network as payment in full except Provider may bill, collect and accept compensation for Cost Shares. The provisions of this Agreement shall apply to Eligible Charges as defined in the PCS for Covered Services under the out of area or reciprocal programs. Provider further agrees to comply with other similar programs of the BCBSA. For Members who are enrolled under BCBSA out of area or reciprocal programs, Provider shall comply with the applicable Plan's utilization management policies. Each Plan utilizes its own utilization management criteria as guideline for Medical Necessity decisions. To the extent Provider is seeking precertification for a person who is covered under another BCBSA out of area reciprocal program, the Provider shall have the right to request the utilization management criteria utilized or to be utilized for the Medical Necessity determination from the applicable Plan. In addition, if the Provider renders services to a person who is covered under another BCBSA out of area reciprocal program and the service is denied as not being Medically Necessary, Provider shall have the right to request that Empire shall obtain the utilization management criteria utilized for the Medical Necessity determination from the applicable Plan.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the following Networks on the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within one hundred twenty (120) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the one hundred twenty (120) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Empire, unless otherwise instructed, at no cost to Empire, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Empire determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims and applicable attachments to the Claims in an electronic format consistent with industry standards and as set forth in the provider manual(s), unless otherwise mandated by applicable Regulatory Requirements.
2.3.3If Empire or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within forty five (45) days, or before the expiration of the one hundred twenty
(120) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.3.6Empire may permit Provider to submit its Claim within sixty (60) calendar days after Provider ascertains Plan's status beyond the one hundred twenty (120) day timely filing limit. Notwithstanding the foregoing, Provider agrees that under no circumstances whatsoever, shall Provider submit a Claim, or bill Empire (or its group customers or Commercial Business Members), more than one (1) year following the date of service or discharge.
2.4Plan Payment Time Frames. In accordance with applicable Regulatory Requirements, Empire shall require Plans or their designees to use commercially reasonable efforts to adjudicate or arrange for adjudication and where appropriate make payment for all Complete Claims for Commercial Business Covered Services submitted by Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE III TERMINATION
3.1 Termination for Adverse Reimbursement Change. If there is an Adverse Reimbursement Change (as defined below) to the Agreement and the Provider is a licensed health care professional under Title 8 of the New York State Education law, Provider shall have the right to terminate all Networks, listed on the Provider Networks Attachment, which support Commercial Business and this Attachment by giving written notice to Empire sixty
(60) days prior to the effective date of the Adverse Reimbursement Change. For purposes of this section, "Adverse Reimbursement Change" shall be defined as a change in the Empire Rate that can reasonably be expected to have a material impact on the aggregate level of payment to an individual health care professional.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
"Emergency Condition" means a medical or behavioral condition, the onset of which is sudden, that manifests itself by symptoms of sufficient severity, including severe pain, that a prudent lay person possessing an average knowledge of medicine and health, could reasonably expect the absence of immediate medical attention to result in (1) placing the health of the individual afflicted with such condition in serious jeopardy, or in the case of a behavioral condition placing the health of such individual or others in serious jeopardy; (2) serious impairment to bodily functions; or (3) serious dysfunction of any bodily organ or part of such individual; or (4) serious disfigurement of such individual.
"Emergency Services" means those Covered Services provided in connection with an Emergency Condition. "Empire Medicare Advantage Rate" shall mean the Empire Rate that is used for Medicare Advantage.
Coding Software. Updates to Empire's Claims processing filters, code editing software, pricers, and any edits related thereto, as a result of changes in Coded Service Identifier(s) reporting guidelines and instructions, shall take place automatically and do not require any notice, disclosure or amendment to Provider. Empire reserves the right to use a code editing software as reasonably required by Empire to ensure Claims adjudication in accordance with industry standards, including, but not limited to, determining which services are considered part of, incidental to, or inclusive of the primary procedure and ensuring medically appropriate age, gender, diagnosis, frequency, and units billed.
Reimbursement for Anthem Rate Based on Eligible Charges. Notwithstanding any reimbursement amount set forth herein, Provider shall only be allowed to receive such reimbursement if such reimbursement is for an Eligible Charge. In addition, if Provider reimbursement is under one or more of the following methodologies: Capitation, Case Rate, DRG Rate, Encounter Rate, Global Case Rate, Per Diem Rate, Per Relative Value Unit (RVU), Per Service Rate, and Per Visit Rate, then individual services billed shall not be reimbursed separately, unless otherwise specified in Article IV of this PCS.
Specialty Physician Group Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Empire will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Specialty Provider Group (Non-MD or DO) Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Empire will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Accessing Fee Schedules. Provider may access Fee Schedules by following the instructions outlined in the "Empire's Online Services" section of the provider manual.
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Empire's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Empire Rate. Provider agrees to accept the Indemnity/Traditional/Standard Empire Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Empire Rate. Provider agrees to accept the Indemnity/Traditional/Standard Empire Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Empire Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Empire Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or Plan's Fee Schedule.
When determining the Empire Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules, or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Empire Medicare Advantage Rate shall not include any bonus payment, or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Empire notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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OHIO SUMMARY DISCLOSURE FORM
Anthem Blue Cross and Blue Shield Provider Agreement
Provider Name: Online Care Group Tax ID#: 541237939 Date: 11/09/2022
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1. Compensation Terms |
Manner of Payment: Fee for Service Fee Schedule, reimbursement policies, and edits are available at: www.availity.com. (You will need to Register or Log In to the Provider Portal via Availity in order to access this information.) |
2. List of products or networks covered by this contract |
Blue Access - OH II-Tier 1, Blue Access - OH II-Tier 2, Blue Access- OH I-Tier 1, Blue Access- OH I-Tier 2, Blue Access/Access, Blue Connection, Blue Preferred Primary Plus/Primary Plus, Blue Preferred Primary/Preferred Primary, Blue Traditional/Traditional, Medicare Advantage HMO, Medicare Advantage PPO, Pathway, Pathway Essentials, Pathway Group HMO, Pathway HMO, Pathway X HMO |
3. Term of this contract |
Please refer to Article VIII, 8.1 Term of Agreement and the Signature Page of the Agreement. |
4. Contracting entity or payer responsible for processing payment |
Anthem and/or Anthem’s Affiliate’s. Please refer to the list of Affiliate’s located under Other Affiliate Information at www.anthem.com |
5. Internal mechanism for resolving disputes regarding contract terms |
Please refer to Article VII, 7.1 Dispute Resolution |
6. Addenda to contract |
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7. Telephone number to access a readily available mechanism, such as a specific web site address, to allow a participating provider to receive the information in (1) through (6) from the payer |
Akron/Canton 330-493-2354 Cincinnati 513-770-7607 Cleveland 216-573-4440 Columbus 614-438-3400 Dayton 937-428-8808 |
The information provided in this Summary Disclosure Form is a guide to the attached Health Care Contract as defined in section 3963.01 of the Ohio Revised Code. The Summary Disclosure Form does not constitute a part of the Health Care Contract. The terms and conditions of the attached Health Care Contract constitute the contract rights of the parties.
In the event of a conflict between the terms stated in the Health Care Contract and the terms stated in this Summary Disclosure Form, the terms of the Health Care Contract shall govern.
Reading this Summary Disclosure Form is not a substitute for reading the entire Health Care Contract. When you sign the Health Care Contract, you will be bound by its terms and conditions. These terms and conditions may be amended over time pursuant to section 3963.04 of the Ohio Revised Code. You are encouraged to read any proposed amendments that are sent to you after execution of the Health Care Contract.
Nothing in this Summary Disclosure Form creates any additional rights or causes of action in favor of either party.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
OH STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern.
These provisions are specific to the state of Ohio and are required either by Plan, by stature, or by regulation.
ARTICLE I
DEFINITIONS
"Material Amendment", for those providers defined in O.R.C. §3963.01 unless otherwise set forth by law, regulation or the Member's Health Benefit Plan, means a change to the Agreement that decreases the Provider's overall reimbursement or changes the contractual obligations in a way that may reasonably be expected to significantly increase the Provider's administrative expenses. The term Material Amendment shall be construed in a manner consistent with the definition in O.R.C. section 3963.01 et.seq.
ARTICLE II
SERVICES/OBLIGATIONS
2.9 Compliance with Provider Manual(s) and Policies, Programs and Procedures. Provider agrees to cooperate and comply with, Anthem provider manual(s), and all other policies, programs and procedures (collectively "Policies") established and implemented by Plan applicable to the Network(s) in which Provider participates. Anthem or its designees may modify the provider manual(s) and its Policies by making a good faith effort to provide notice to Provider at least ninety (90) days in advance of the effective date of material modifications thereto.
ARTICLE IX GENERAL PROVISIONS
•Amendment. Anthem reserves the right to make a Material Amendment to this Agreement, the applicable Anthem Rate, the provider manual, any attachments or addenda by issuing Provider notice of the Material Amendment at least ninety (90) days prior to the date that the Material Amendment becomes effective (the "Notice Period"). The notice will be conspicuously entitled "Notice of Material Amendment to Contract". The date that Anthem sends the notice, shall be referred to as the "Notice Date", and it shall mark the beginning of the Notice Period. If Provider does not object to the Material Amendment in the manner described below, the Material Amendment will become effective. However, if Provider objects to the Material Amendment, Provider may terminate this Agreement rather than complying with the Material Amendment terms. If Provider objects in writing to the Material Amendment within fifteen (15) days upon receipt of such notice, and there is no resolution of the objection, either party may terminate the Agreement upon written notice of termination. Written notice of such termination must be provided to the other party not later than sixty (60) days before the effective date of the Material Amendment. The termination shall become effective sixty (60) days after the date of receipt of the notice of termination. If Provider objects in writing to the Material
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Amendment within fifteen (15) days upon receipt of such notice, and there is no resolution of the objection and neither party terminates the Agreement in the manner described above, the Material Amendment will become effective. If an amendment to the Agreement is not a Material Amendment, Anthem will issue Provider notice of the amendment at least fifteen (15) days prior to the effective date of the amendment. All other notices shall be provided pursuant to the Agreement.
•Assignment. This Agreement may not be assigned or delegated by Provider without the prior written consent of Anthem. Any assignment or delegation by Provider without such prior consent shall be voidable at the sole discretion of Anthem. Anthem may assign this Agreement in whole or in part. In the event of a partial assignment of this Agreement by Anthem, the obligations of the Provider shall be performed for Anthem with respect to the part retained and shall be performed for Anthem's assignee with respect to the part assigned, and such assignee is solely responsible to perform all obligations of Anthem with respect to the part assigned. The rights and obligations of the parties hereunder shall inure to the benefit of, and shall be binding upon, any permitted successors and assigns of the parties hereto.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the following Networks on the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met applicable credentialing requirements, standards of participation and accreditation requirements:
Commercial lines of business:
Health Benefit Plans in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status or funding source. Provider participates in Networks which support such Health Benefit Plans including but not limited to the following:
•HMO (includes group HMO and EPO products such as: Blue Preferred Primary/Preferred Primary, Pathway HMO, Pathway X HMO, Pathway Group HMO)
•POS (includes group POS products such as: Blue Preferred Primary Plus/Primary Plus)
•PPO (includes PPO and CDHP products such as: Blue Access/Access, Blue Access- OH I-Tier 1, Blue Access- OH I-Tier 2, Blue Access- OH II-Tier 1, Blue Access- OH II-Tier 2)
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•Indemnity/Traditional/Standard |
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indemnity/traditional/standard |
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Governmental lines of business:
Health Benefit Plans issued pursuant to an agreement between Plan and Agency in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status. Provider participates in the following Networks which support such Health Benefit Plans:
•Medicare HMO (includes group HMO and POS products such as: Medicare Advantage HMO)
•Medicare PPO (includes PPO products such as: Medicare Advantage PPO)
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-State ProviderAgreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims and applicable attachments to the Claims in an electronic format consistent with industry standards and as set forth in the provider manual(s), unless otherwise mandated by applicable Regulatory Requirements.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.8Commercial Business Member's Rights. The parties shall observe, protect, and promote the rights of the Commercial Business Member as set forth in any Regulatory Requirements and the "Members' Rights and Responsibilities" published in Plan documents and/or on the Plan web site.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.9Statutory Responsibility. Anthem and/or Plan has responsibility to monitor and oversee the offering of Commercial Business Covered Services to Commercial Business Members covered under fully insured Health Benefit Plans issued in Ohio.
2.10Statutorily Defined Terms. Those terms used in this Agreement and that are defined by O.R.C. §1751.01 et. seq., shall be construed in a manner consistent with the definitions in O.R.C. §1751.01 et. seq.
ARTICLE III TERMINATION
3.2Continuance of Care-Insolvency. In the event of the Plan's insolvency or other cessation of operations, Provider agrees to continue to provide Commercial Business Covered Services to Commercial Business Members as needed to complete Medically Necessary procedures commenced but unfinished at the time of Plan's insolvency or other cessation of operations. The completion of a Medically Necessary procedure commenced but unfinished at the time of the Plan's insolvency or cessation of operations includes the rendition of all Commercial Business Covered Services that constitute Medically Necessary follow-up care for that procedure. If a Commercial Business Member is receiving Medically Necessary inpatient care at a hospital or facility at the time of Plan's insolvency or other cessation of operations, Provider agrees to continue to provide Commercial Business Covered Services to Commercial Business Members as needed to complete Medically Necessary care until the Commercial Business Member is discharged from the hospital or facility or until there is a determination by the Commercial Business Member's attending physician that inpatient care is no longer medically indicated for the Commercial Business Member. However, nothing in this provision precludes Plan from engaging in utilization review as described in the Commercial Business Member's Health Benefit Plan. No Provider is required to continue to provide any Commercial Business Covered Services after the occurrence of any of the following: (1) the end of the Commercial Business Member's period of coverage for which the premium has been paid; (2) the end of the thirty (30) day period following the entry of a liquidation order under Chapter 3903 of the Revised Code; (3) the Commercial Business Member obtains equivalent coverage with another Health Insuring Corporation or insurer, or the Commercial Business Member's employer obtains such coverage; (4) the Commercial Business Member or the Commercial Business Member's employer terminates coverage under the contract; and (5) a liquidator effects a transfer of the Plan's obligations under the contract under division (A) (8) of Section 3903.21 of the Revised Code. This provision shall survive termination of this Attachment or the Agreement, regardless of the reason for termination, including insolvency of the Plan, and shall be for the benefit of Commercial Business Members.
3.3Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.3.1Any provisions required in order to comply with Regulatory Requirements; and
3.3.2Continuation of Care-Insolvency.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
I. DEFINITIONS
"Emergency Condition" is defined as a medical condition that manifests itself by such acute symptoms of sufficient severity, including severe pain, such that a prudent layperson with an average knowledge of health and medicine could reasonably expect the absence of immediate medical attention to result in any of the following: (1) placing the health of the individual, or with respect to a pregnant woman, the health of the woman or her unborn child, in serious jeopardy; (2) serious impairment to bodily functions; or (3) serious dysfunction of any bodily organ or part.
Specialty Physician Group Obligations. Provider is designated as a Specialty Care Provider ("SCP" or "Specialty Care Provider") for those Network(s) designated on the Provider Networks Attachment of the Agreement.
Except in case of an Emergency, or as otherwise set forth in the Member's Health Benefit Plan, or required by Regulatory Requirements, prior to treating a Member, Specialty Care Provider agrees to obtain a referral, in accordance with Member's Health Benefit Plan, from a Primary Care Provider ("PCP") who is primarily responsible for providing or authorizing the professional services as set forth in the Health Benefit Plan.
A Provider who is a Primary Care Provider, or a gynecologist or obstetrician, shall provide Health Services or make arrangements for the provision of Health Services to Members on a twenty-four (24) hour per day, seven
(7) day a week basis to assure availability, adequacy, and continuity of care to Members. In the event a Provider is not one of the foregoing described Providers, then Provider shall provide Health Services to Members on a twenty-four (24) hour per day, seven (7) day a week basis or at such times as Health Services are typically provided by similar providers to assure availability, adequacy, and continuity of care to Member. If Provider is unable to provide Health Services as described in the previous sentence, Provider will arrange for another Network Provider to cover Provider's patients in Provider's absence.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Specialty Provider Group (Non-MD or DO) Obligations. For those Providers who participate in a HMO/HIC Network, Provider agrees to accept a minimum of one hundred (100) Members in his/her/its practice and will notify Plan when Provider no longer accepts new patients. If Provider is in a group, then each individual Provider in the group shall abide by this section. Provider agrees not to close his/her practice and/or business to Members if Provider is offering Health Services to new non-Plan members. Provider shall give Plan sixty
(60) days prior written notice when Provider no longer accepts new patients.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Standard Anthem Rate. Provider agrees to accept the Indemnity/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on one hundred percent (100%) of the Indemnity/Standard Anthem Rate and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the local Ohio PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services. Notwithstanding any contrary provision contained herein, if Provider is not a Network/Participating Provider in Anthem Pathway Networks/products, Provider shall accept one hundred percent (100%) of the CMS rate as payment in full. Anthem Pathway Networks/products, as designated by Anthem, are On and Off Exchange individual products and off Exchange group products offered by Anthem.
MEDICARE ADVANTAGE
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on one hundred percent (100%) of the CMS Medicare fee schedules.
When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
VA STATE SPECIFIC PROVISIONS
These provisions are specific to the state of Virginia and are required either by Plan, by statute, or by regulation.
ARTICLE I
DEFINITIONS
"Government Contract" means the contract between Anthem or HMO and an applicable party, such as an Agency, which governs the delivery of Health Services by Anthem or HMO to Member(s) pursuant to a Government Program.
"HMO" means HealthKeepers, Inc.
ARTICLE II
SERVICES/OBLIGATIONS
2.5Submission and Adjudication of Claims. Provider shall submit, and Plan shall adjudicate, Claims in accordance with the applicable Participation Attachment(s), the PCS, the provider manual(s) and Regulatory Requirements. If Provider submits Claims prior to receiving notice of Anthem''s approval pursuant to section 2.13, then such Claims shall be processed as out of network and Plan may not make retroactive adjustments with respect to such Claims, except as otherwise required by Regulatory Requirements.
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Anthem Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Anthem Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Anthem Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Provider hereby agrees that in no event, including but not limited to, nonpayment by the Plan, insolvency of the Plan or breach of this Provider Agreement, shall the Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Members or persons other than the Plan for services provided pursuant to this Provider Agreement. This section shall not prohibit collection of any applicable Cost Shares billed in accordance with the terms of the Health Benefit Plan for the Plan.
The Provider further agrees that (1), this section shall survive the termination of this Provider Agreement regardless of the cause giving rise to such termination and shall be construed to be for the benefit of the Plan's Members, and (2), this section supersedes any oral or written agreement to the contrary now existing or hereafter entered into between the Provider and the Member or persons acting on the Member's behalf.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Anthem or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Anthem or an Affiliate.
For purposes of this provision, Provider shall include all subcontractors of the Provider. The Provider will make no charge and render no bill to any Plan, the Member, or the Member's guarantor for any services unless such services are certified as Medically Necessary and not Investigational* according to the terms of the utilization management program, a copy of which is included in the provider manual. The Provider also agrees that it will make no charge and render no bill to any Plan, the Member, or the Member's guarantor for any penalty or reduction in benefits required under a Member's Health Benefit Plan for failure to request Medical Necessity pre-authorization or pre- certification of services or extension of such services.
Notwithstanding any other section of the above paragraphs, in the event that any Plan notifies a Member and the Provider in writing that a service is not considered Medically Necessary, or is considered Investigational and therefore non-Covered, the Provider may bill such Member for such service if and only if: (a) the Member is notified, in writing, by the Provider that the services are not Medically Necessary or are Investigational (as applicable) in Plan's opinion and, therefore will not be covered; (b) following such notice, the Member acknowledges, in advance of receiving such services, his/her consent to receive or continue to receive such services and accept responsibility for payment; and (c) such notice and acknowledgment shall be in writing and contain, at a minimum, the date, time, description of the services to be rendered, the estimated cost of the services to be rendered, and the Member's signature. The Provider shall make such written notice/acknowledgement a part of the Member's medical record. Upon request, copies of the written notice/acknowledgement to the Member by the Provider shall be provided to Plan by the Provider. Nothing in the preceding sentences shall permit the Provider to bill any Plan for any such services. Any such written notice/acknowledgement must be obtained on a case-by-case basis.
To the extent that the Payment in Full and Hold Harmless provisions above are prohibited by law, they shall be inapplicable.
*Investigational means any service or supply that is judged to be Investigational at Anthem's sole discretion. Services which do not meet each of the following criteria will be excluded from coverage as Investigational:
Any supply or drug used must have received final approval to market by the U.S. Food and Drug Administration ("FDA") for the particular indication or application in question. Moreover, quantities of any drug or medication used, except those drugs used in the treatment of cancer pain and prescribed in compliance with established statutes pertaining to patients with intractable cancer pain, must be within recommended maximum daily dose or duration established by the FDA or any of the standard reference compendia defined below. There are two (2) exceptions which apply when a drug has received final approval to market by the FDA, but not for the particular indication or application in question.
a)This criterion will be satisfied if the use of the drug is recognized for treatment of the indication or application in any of the following resources:
i.The following three (3) standard reference compendia defined below:
a)American Hospital Formulary Service – Drug Information
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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b)National Comprehensive Cancer Network's Drug & Biologics Compendium
c)Elsevier Gold Standard's Clinical Pharmacology
ii In substantially accepted peer-reviewed medical literature. Peer-reviewed medical literature means a scientific study published only after having been critically reviewed for scientific accuracy, validity, and reliability by unbiased independent experts. This study must appear in a journal that has been determined by the International Committee of Medical Journal Editors to have met the Uniform Requirements for Manuscripts submitted to biomedical journals. Peer-reviewed medical literature does not include publications or supplements to publications that are sponsored to a significant extent by a pharmaceutical manufacturing company or health carrier; or
b)In the case where the drug is being used for the treatment of a specific type of cancer, this criterion will be satisfied if the use of the drug is recognized as safe and effective for treatment of the specific type of cancer in any of the standard reference compendia. Despite the above two (2) exceptions, this criterion will not be satisfied if the FDA has determined that use of the drug is not recommended for the treatment of the specific indication for which it is prescribed.
There must be enough information in the peer-reviewed medical and scientific literature to let Anthem judge the safety and efficacy.
2.6.3The available scientific evidence must show a good effect on health outcomes outside a research setting.
The service or supply must be as safe and effective outside a research setting as current diagnostic or therapeutic options.
New technologies are evaluated against these criteria to determine if services should be included as a Covered Service or considered Investigational.
Hold Harmless for Non-Covered Services Rendered to HMO Members. In the event that the Provider provides non-Covered Services of any type to a Member enrolled in a Plan that is a health maintenance organization, the Provider shall, prior to the provision of such non-Covered Services, notify such Member in writing: (i) of the services to be provided, (ii) that no Plan will pay for or be liable for said services, and (iii) that the Member will be financially liable for such services. Such notice must also contain the date and time such services are to be rendered as well as a description and an estimate of cost of such services. The Provider shall have the Member sign an acknowledgement that he or she understands these terms contained in the notice. If such Member is so advised and the notice and acknowledgement is signed, the Provider may bill such Member for such services. If the Member is not so advised or if the notice/acknowledgement is not signed by the Member, then the Provider may not bill the Member for such services. The Provider shall make such written notice/acknowledgement a part of the Member's medical record. Upon request, copies of the written notice/acknowledgement shall be provided to Plan by the Provider. Nothing in the preceding sentences shall permit the Provider to bill any Plan for any such services. Any such written notice/acknowledgement must be obtained on a case-by-case basis.
2.7Recoupment/Offset/Adjustment for Overpayments. Anthem shall be entitled to offset and recoup an amount equal to any overpayments or improper payments made by Anthem to Provider against any payments due
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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and payable by Anthem to Provider with respect to any Health Benefit Plan under this Agreement. Provider shall voluntarily refund all duplicate or erroneous Claim payments regardless of the cause, including, but not limited to, payments for Claims where the Claim was miscoded, non-compliant with industry standards, or otherwise billed in error, whether or not the billing error was fraudulent, abusive or wasteful. Upon determination by Anthem that any recoupment, improper payment, or overpayment is due from Provider, Provider must refund to the Anthem within thirty (30) days of when Anthem notifies Provider. If such reimbursement is not received by Anthem within the thirty (30) days following the date of such notice, Anthem shall be entitled to offset such overpayment against any other Claims payments amounts due and payable by Anthem to Provider under any Health Benefit Plan in accordance with Regulatory Requirements. In such event, Provider agrees that all future Claim payments applied to satisfy Provider's repayment obligation shall be deemed to have been paid in full for all purposes, including section 2.6.1. Should Provider disagree with any determination by Plan that Provider has received an overpayment, Provider shall have the right to appeal such determination under Anthem's procedures set forth in the provider manual, and such appeal shall not suspend Anthem's right to recoup the overpayment amount during the appeal process unless suspension of the right to recoup is otherwise required by Regulatory Requirements, .and the restrictions as set forth in the provider manual. Anthem reserves the right to employ a third party collection agency in the event of non- payment.
2.8Use of Subcontractors. Provider and Plan may fulfill some of their duties under this Agreement through subcontractors. For purposes of this provision, subcontractors shall include, but are not limited to, vendors and non-Participating Providers that provide supplies, equipment, staffing, and other services to Members at the request of, under the supervision of, and/or at the place of business of Provider. Provider shall provide Anthem with thirty (30) days prior notice of any Health Services subcontractors with which Provider may contract to perform Provider's duties and obligations under this Agreement, so that Anthem can reach out to such subcontractors to engage in good faith efforts to enter into agreement with subcontractor. Until such time as an agreement is entered into between Anthem and subcontractor, Provider shall remain responsible to Plan for the compliance of his/her/its subcontractors with the terms and conditions of this Agreement as applicable, including, but not limited to, the Payment in Full and Hold Harmless provisions herein.
In any subcontract or delegation agreement entered into between Provider and any other entity for the provision of services to Members, Provider shall include the following hold harmless section:
[Subcontractor] hereby agrees that in no event, including but not limited to, non-payment by Plan or Provider, Plan or Provider insolvency or breach of this Agreement, shall [Subcontractor] bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Members or persons other than Plan or Provider for services provided pursuant to the Agreement. This section shall not prohibit collection of any applicable Cost Shares billed in accordance with the terms of the Member agreement for the Plan.
[Subcontractor] further agrees that (1) this section shall survive the termination of this Agreement regardless of the cause giving rise to such termination and shall be construed to be for the benefit of the Plan's Members and (2) this section supersedes any oral or written agreement to the contrary now existing or hereafter entered into between [Subcontractor] and the Members or persons acting on the Member's behalf.
2.9Compliance with Provider Manual(s) and Policies, Programs and Procedures. Policies, programs and procedures (collectively "Policies") included in Anthem's provider manual are incorporated by reference into this Provider Agreement and Provider agrees to adhere to the Policies stated therein.
2.11Networks and Provider Panels. Provider shall be eligible to participate only in those Networks designated on the signature page for which provider did not opt out. Provider shall not be recognized as a Participating Provider in such Networks until the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements. Provider acknowledges that Plan may develop, discontinue,
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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or modify new or existing Networks, products and/or programs. In addition to those Networks designated on the signature page, Anthem may also identify Provider as a Participating Provider in additional Networks, products and/or programs designated in writing from time to time by Anthem. The terms and conditions of Provider's participation as a Participating Provider in such additional Networks, products and/or programs shall be on the terms and conditions as set forth in this Agreement unless otherwise agreed to in writing by Provider and Anthem. Plan shall give Provider the opportunity to be included in these separate Networks or sub-Networks if Provider meets Plan's terms and conditions, if required by applicable Virginia law. HMO is not required by Virginia law to include providers in any Networks even if Provider meets HMO's terms and conditions.
In addition to and separate from Networks that support some or all of Plan's products and/or programs (e.g., HMO, PPO and Indemnity products), Provider further acknowledges that certain Health Services, including by way of example only, laboratory services, may be provided exclusively by designated Participating Providers (a "Health Services Designated Network"), as determined by Plan. Provider agrees to refer Members to such designated Participating Providers in a Health Services Designated Network for the provision of certain Health Services, even if Provider performs such services. Notwithstanding any other provision in this Agreement, if Provider provides a Health Service to a Member for which Provider is not a designated Participating Provider in a Health Services Designated Network then Provider agrees that he/she/it shall not be reimbursed for such services by Anthem, Plan or the Member, unless Provider was authorized to provide such Health Service by Plan.
2.12Change in Provider Information. Provider shall immediately send written notice, in accordance with the Notice section of this Agreement, to Anthem of:
2.12.1Change in Provider Information Sub 1. Any legal, governmental, or other action or investigation involving Provider which could affect Provider's credentialing status with Plan, or materially impair the ability of Provider to carry out his/her/its duties and obligations under this Agreement, except for temporary emergency diversion situations; or
2.12.2Change in Provider Information Sub 2. Any change in Provider accreditation, affiliation, hospital privileges (if applicable), insurance, licensure, certification or eligibility status, or other relevant information regarding Provider's practice or status in the medical community.
2.16Coordination of Benefits. Subject to Regulatory Requirements, Provider agrees to cooperate with Plan regarding coordination of benefits, as set forth in Policies and the provider manual(s), and to notify Plan promptly after receipt of information regarding any Member who may have a Claim involving coordination of benefits.
2.17Cost Effective Care. Provider shall provide Covered Services in the most cost effective, clinically appropriate setting and manner. In addition, in accordance with the provider manual(s) and Policies, Provider shall utilize Participating Providers, and when Medically Necessary or appropriate, refer and transfer Members to Participating Providers for all Covered Services, including but not limited to specialty, laboratory, ancillary and supplemental services.
2.18Restrictions. This Agreement applies to all Covered Services that Provider provides to Members, regardless of the time or place. When Provider renders Covered Services to Members, Provider will not charge the Affiliate or the Member (i) Any amount that is not a charge for a professional service, including without limitation, charges for overhead and maintenance of office infrastructure, administrative fees (including without limitation, fees for training of staff, fees for equipment maintenance or calibration, ensuring compliance with applicable regulations or other requirements, efforts to maintain certifications, etc.), charges for preferred access to services (e.g., "concierge" or "boutique" practice fees), malpractice premiums, costs or surcharges, fees for referrals or fees for completing claim forms or submitting additional information, or (ii) any amount for any service that Provider is not licensed to perform under the laws of the jurisdiction where the services are provided. Provider will not charge the Member any additional amount
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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because goods or services are provided outside Providers posted business hours, except for any additional copayments or deductibles that may be permitted under the Member's Health Benefit Plan.
ARTICLE III
CONFIDENTIALITY/RECORDS
3.3 Network Provider/Patient Discussions. Notwithstanding any other provision in this Agreement and regardless of any benefit or coverage exclusions or limitations associated with a Health Benefit Plan, Provider shall fully discuss medical treatment options with a Member, including any issues related to the Member's health such as treatment alternatives, treatment risks and the consequences of any benefit coverage or payment decisions made by Plan or any other party. In addition, nothing in this Agreement shall be construed to create any financial incentive for Provider to withhold Covered Services, or prohibit Provider from disclosing to the Member the general methodology by which Provider is compensated under this Agreement, such as for example, whether Provider is paid on a fee for service, capitation or Percentage Rate basis. Plan shall not refuse to allow or to continue the participation of any otherwise eligible provider, or refuse to compensate Provider in connection with services rendered, solely because Provider has in good faith communicated with one or more of his/her/its current, former or prospective patients regarding the provisions, terms or requirements of a Health Benefit Plan as they relate to the health needs of such patient. Nothing in this section shall be construed to permit Provider to disclose Anthem Rates or specific terms of the compensation arrangement under this Agreement.
ARTICLE VI
INDEMNIFICATION AND LIMITATION OF LIABILITY
6.3 Period of Limitations. Unless otherwise provided for in this Agreement, a Health Benefit Plan, the provider manual(s), Policies, or Participation Attachment(s), neither party shall commence any action at law or equity against the other to recover on any legal or equitable claim arising out of this Agreement more than two (2) years after the events which gave rise to such claim provided, however, this two (2) year limitation shall not apply to actions by Anthem against Provider related to fraud, waste or abuse. The deadline for initiating an action shall not be tolled by the appeal process, or any other administrative process.
ARTICLE VIII
TERM AND TERMINATION
8.1Term of Agreement. This Agreement shall commence at 12:01 AM on the Effective Date and shall continue in effect until such time it is terminated as provided herein.
8.2Termination Without Cause. Either party may terminate this Agreement or Provider's participation in a Network(s) without cause at any time by giving at least one hundred twenty (120) days prior written notice of termination to the other party, except as otherwise provided in section 9.1 of this Agreement. Notwithstanding the foregoing, should a Participation Attachment contain a longer without cause termination period, the Agreement shall continue in effect only for such applicable Participation Attachment until the termination without cause notice period in the applicable Participation Attachment ends.
8.4Immediate Termination.
8.4.1This Agreement or any Participation Attachment(s) may be terminated immediately by Anthem if:
8.4.1.1Provider commits any act or conduct for which his/her/its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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operations or to provide Health Services are lost or voluntarily surrendered in whole or in part; or
8.4.1.2Provider commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which Provider submits to Anthem or to a third party; or
8.4.1.3Provider files a petition in bankruptcy for liquidation or reorganization by or against Provider, if Provider becomes insolvent, or makes an assignment for the benefit of its creditors without Anthem's written consent, or if a receiver is appointed for Provider or its property; or
8.4.1.4Provider's insurance coverage as required by this Agreement lapses for any reason; or
8.4.1.5Provider fails to maintain compliance with Plan's applicable credentialing requirements, accreditation requirements or standards of participation; or
8.4.1.6Anthem reasonably believes based on Provider's conduct or inaction, or allegations of such conduct or inaction, that the well-being of patients may be jeopardized; or
8.4.1.7Provider has been abusive to a Member, an Anthem employee or representative; or
8.4.1.8Provider and/or his/her/its employees, contractors, subcontractors, or agents are ineligible, excluded, suspended, terminated or debarred from participating in a Government Program, and in the case of an employee, contractor, subcontractor or agent, Provider fails to remove such individual from responsibility for, or involvement with, the Provider's business operations related to this Agreement, or if Provider has voluntarily withdrawn his/her/its participation in any Government Program as the result of a settlement agreement; or
8.4.1.9Provider is convicted or has been finally adjudicated to have committed a felony or misdemeanor, other than a non-DUI related traffic violation.
8.4.2This Agreement may be terminated immediately by Provider if:
8.4.2.1Anthem commits any act or conduct for which its license(s), permit(s), or any governmental or board authorization(s) or approval(s) necessary for business operations are lost or voluntarily surrendered in whole or in part; or
8.4.2.2Anthem commits fraud or makes any material misstatements or omissions on any documents related to this Agreement which it submits to Provider or to a third party; or
8.4.2.3Anthem files for bankruptcy, or if a receiver is appointed.
8.4.3Notwithstanding any other provision in this Article VIII to the contrary, if Provider terminates the Agreement for any reason, then Provider shall give the HMO at least sixty (60) days advance notice of termination as required by Virginia Code Section 38.2-5805 C.1 relating to HMOs.
ARTICLE IX GENERAL PROVISIONS
9.1 Amendment. Anthem retains the right to amend this Agreement, the Anthem Rate, or any attachments or addenda or the provider manual by providing Provider with a written copy of the applicable portion of the
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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amendment. If Provider is unwilling to accept the amendment, Provider may terminate this Agreement by giving Anthem written notice of termination within forty (40) calendar days after the marked date associated with the corresponding delivery method of the amendment, and such termination shall become effective sixty
(60) calendar days after the expiration of this forty (40) calendar day period without the amendment taking effect. If Provider does not give Anthem notice of termination within this forty (40) calendar day period, then the amendment will become effective sixty (60) calendar days after the expiration of this forty (40) calendar day period.
9.4 Definitions. Unless otherwise specifically noted, the definitions as set forth in Article I of this Agreement will have the same meaning when used in any attachment the provider manual(s), and Policies.
9.11 Notice. Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be delivered by hand, facsimile, electronic mail, or mail. Notice shall be deemed to be effective: (a) when delivered by hand, (b) upon transmittal when transmitted by facsimile transmission or by electronic mail, (c) upon receipt by registered or certified mail, postage prepaid, (d) on the next business day if transmitted by national overnight courier, or (e) if sent by regular mail, five (5) days from the date set forth on the correspondence. Unless specified otherwise in writing by a party, Anthem shall send Provider notice to an address that Anthem has on file for Provider, and Provider shall send Anthem notice to Anthem's address as set forth on the signature page.
ARTICLE X BCBSA REQUIREMENTS
10.2 Blue Cross Blue Shield Out of Area Program. Provider agrees to provide Covered Services to any person who is covered under another BCBSA out of area or reciprocal program, and to submit Claims to Anthem for payment or as otherwise instructed in the provider manual. Provider agrees to accept payment by Plan at the Anthem Rate for the equivalent Network as payment in full except Provider may bill, collect and accept compensation for Cost Shares. The provisions of this Agreement shall apply to Eligible Charges as defined in the PCS for Covered Services under the out of area or reciprocal programs. Provider further agrees to comply with other similar programs of the BCBSA. For Members who are enrolled under BCBSA out of area or reciprocal programs, Provider shall comply with the applicable Plan's utilization management policies.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE I
DEFINITIONS
"Medically Necessary" or "Medical Necessity" means the health care services that a Provider, exercising prudent clinical judgment, would provide to a patient for the purpose of preventing, evaluating, diagnosing or treating an illness, injury, disease or its symptoms, and that are (a) in accordance with generally accepted standards of medical practice; (b) clinically appropriate, in terms of type, frequency, extent, site and duration, and considered effective for the patient's illness, injury or disease; and (c) not primarily for the convenience of the patient, physician, or other health care provider, and not more costly than alternative service or sequence of services at least as likely to produce equivalent therapeutic or diagnostic results as to the diagnosis or treatment of that patient's illness, injury or disease. For these purposes, "generally accepted standards of medical practice" means standards that are based on credible scientific evidence published in peer-reviewed medical literature generally recognized by the relevant medical community, Physician Specialty Society recommendations and the views of physicians practicing in relevant clinical areas and any other relevant factors." The above definition of "Medically Necessary"/"Medical Necessity" shall be inapplicable to the extent that a different definition is required by Government Contract, or where any Regulatory Requirement requires a different definition.
"Physician Specialty Society" means a United States medical specialty society that represents diplomats certified by a board recognized by the American Board of Medical Specialties.
ARTICLE II
SERVICES/OBLIGATIONS
2.1Participation-Networks Supporting Commercial Business. As a participant in one or more Networks supporting Plan's Commercial Business as set forth on the signature page of the Agreement, Provider will render Commercial Business Covered Services to Commercial Business Members in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Networks supporting Plan's Commercial Business. The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to Commercial Business Members.
2.1.1This provision intentionally left blank.
2.1.2Provider agrees that any product(s) ("Exchange Style Products") developed by HMO, in conformity with the requirements of state-based, regional or federal health insurance exchanges ("Exchange(s)"), established consistent with the requirements of the Patient Protection and Affordable Care Act, shall be "Health Benefit Plans" that are covered under the terms of this Agreement. Such Exchange Style Products may be offered by HMO (i) through Exchanges or (ii) outside of Exchanges. With respect to those Exchange Style Products that are offered through Exchanges, Provider agrees to abide by all applicable rules, regulations and other requirements of the Exchanges as they may be amended or changed from time to time.
2.3Submission and Adjudication of Commercial Business Claims. Unless otherwise instructed, or required by Regulatory Requirements, Provider shall submit Claims to Plan, using appropriate and current Coded Service Identifier(s), within ninety (90) days from the date the Health Services are rendered or Plan will refuse payment. If Plan is the secondary payor, the ninety (90) day period will not begin until Provider receives notification of primary payor's responsibility.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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2.3.1Provider agrees to provide to Anthem, unless otherwise instructed, at no cost to Anthem, Plan or the Commercial Business Member, all information necessary for Plan to determine its payment liability. Such information includes, without limitation, accurate and Complete Claims for Commercial Business Covered Services. Once Anthem determines Plan has any payment liability, all Complete Claims will be paid in accordance with the terms and conditions of a Commercial Business Member's Health Benefit Plan, the PCS, and the provider manual(s).
2.3.2Provider agrees to submit Claims in a format consistent with industry standards and acceptable to Plan either (a) electronically through electronic data interchange ("EDI"), or (b) if electronic submission is not available, utilizing paper forms as defined by the National Uniform Claim Committee ("NUCC"), the National Uniform Billing Committee ("NUBC"), or as otherwise set forth in the PCS.
2.3.3If Anthem or Plan asks for additional information so that Plan may process the Claim, Provider must provide that information within sixty (60) days, or before the expiration of the ninety (90) day period referenced in section 2.3 above, whichever is longer.
2.3.4In no event, shall Provider bill, collect, or attempt to collect payment from the Commercial Business Member for Claims Plan receives after the applicable period(s) as set forth in section 2.3 above, regardless of whether Plan pays such Claims.
2.3.5In all events, however, Provider shall only look for payment (except for applicable Cost Shares or other obligations of Commercial Business Members) from the Plan that provides the Health Benefit Plan for the Commercial Business Member for Commercial Business Covered Services rendered.
2.4Plan Payment Time Frames. Except as required by Regulatory Requirements, Anthem shall require Plans or their designees to use commercially reasonable efforts to adjudicate or arrange for adjudication and where appropriate make payment for all Complete Claims for Commercial Business Covered Services submitted by Provider within sixty (60), days exclusive of Claims that have been suspended due to the need to determine Medical Necessity, or the extent of Plan's payment liability, if any, because of issues such as coordination of benefits or verification of coverage.
2.8Ethics and Fairness in Carrier Business Practices. Anthem and Affiliates will comply with Section 38.2-3407.15 of the Code of Virginia (known as the Ethics and Fairness in Carrier Business Practices Act ("Act")) to the full extent that the Act is applicable to Anthem or the Affiliate. The Act, a copy of which is attached in the provider manual, sets forth certain provisions which are required to be included in this Agreement by the Act for applicable parties. If any provision of this Agreement is inconsistent with the Act as it may be updated or amended from time to time and impacts parties covered by the Act, then the Act shall control with respect to such parties and such provisions shall be construed and enforced in a manner consistent with the Act.
2.9Prior Authorization for Drug Benefits. Anthem and Affiliates will comply with the carrier requirements contained in Section 38.2-3407.15:2. of the Code of Virginia (the "Code Section"), (carrier contracts; required provisions regarding prior authorization) to the full extent that the Code Section is applicable to Anthem or an Affiliate. The Code Section, a copy of which is attached to the provider manual, sets forth certain provisions that are required to be included in this Agreement by the Code Section for applicable parties. If any provision of this Agreement is inconsistent with the Code Section as it may be updated or amended from time to time, and impacts parties covered by the Code Section, then the Code Section shall control with respect to such parties, and such provisions shall be construed and enforced in a manner consistent with the Code Section.
ARTICLE III TERMINATION
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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MEDICARE ADVANTAGE PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.1 Participation-Medicare Advantage. As a participant in Plan's Medicare Advantage Network, Provider will render MA Covered Services to MA Members enrolled in Plan's Medicare Advantage Program in accordance with the terms and conditions of the Agreement and this Attachment. Except as set forth in this Attachment, or in the PCS, all terms and conditions of the Agreement will apply to Provider's participation in Plan's Medicare Advantage Program(s). The terms and conditions set forth in this Attachment are limited to the provision of and payment for Health Services provided to MA Members. This Agreement does not apply to any of Plan's Medicare Advantage Private Fee for Service or Medical Savings Account Programs or Medicare Advantage plans managed or administered by CareMore, LLC unless otherwise agreed to by the parties and set forth in the PCS. If Plan contracts with a third party to manage all or any portion of its Medicare Advantage Network, then Provider shall be required to contract separately with such third party to maintain its status as a Participating Provider for such Network(s).
2.1.1 New Programs. Provider acknowledges that Plan has or may develop Medicare Advantage Networks that support certain products, programs or plans with specific participation criteria that may include but are not limited to, quality and/or cost of care metrics. Pursuant to this Agreement, Provider shall be a Participating Provider in any such Network unless Anthem notifies Provider in writing to the contrary. Plan shall notify Provider sixty (60) days in advance of any specific Network participation criteria. Any notice of non-inclusion in any of Plan's Medicare Advantage Network(s) shall be provided in writing sixty (60) days in advance.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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PLAN COMPENSATION SCHEDULE ("PCS")
"Emergency Condition" the sudden onset of a medical condition that manifests itself by symptoms of sufficient severity, including severe pain, that the absence of immediate medical attention could reasonably be expected by a prudent layperson who possesses an average knowledge of health and medicine to result in (i) serious jeopardy to the mental or physical health of the individual, (ii) danger of serious impairment of the individual's bodily functions, (iii) serious dysfunction of any of the individual's bodily organs, or (iv) in the case of a pregnant woman, serious jeopardy to the health of the fetus.
Open Access Member. Members who are enrolled under an HMO Health Benefit Plan that does not require the Member to obtain a referral from his/her Provider in order to receive Covered Services from Participating Providers.
Specialty Physician Group Obligations. Provider is designated as a Specialty Physician for those Network(s) indicated on the signature page of the Agreement for which Provider did not opt-out.
Provider agrees to provide within the scope of his/her practice Covered Services to Members subject to any applicable referral and/or authorization requirements in Member's Health Benefit Plan or in this Agreement.
Except in case of an emergency, or as otherwise set forth in the Member's Health Benefit Plan, or required by statue or regulation, prior to treating a Member, Provider agrees to obtain a referral, in accordance with Member's Health Benefits Plan, from the Primary Care Physician ("PCP") who is primarily responsible for providing or authorizing the professional services as set forth in the Health Benefit Plan. For Members who are covered by an HMO Health Benefits Plan, Health Services provided by Provider without proper referral or prior authorization from the HMO shall not be considered Covered Services. Also, in the event that services required by a Member covered by an HMO Health Benefits Plan, including an open access Member, are not available from Participating Providers, other providers may be utilized with the prior authorization of the HMO. Should Provider refer a Member to another provider, whether that provider is a Participating Provider or not, without the prior authorization of the Member's PCP or the HMO, as specified above, the HMO may elect to pay the Member for the Covered Service or to pay the provider of the service and to deduct the amount paid in such cases from any payment due Provider.
Provider agrees to make necessary and appropriate arrangements to ensure the availability of Health Services to Members on a twenty-four (24) hour per day, seven (7) day per week basis, including arrangements to ensure coverage for Members after hours or when Provider is otherwise absent. Provider will use best efforts to ensure that covering providers participate with the Network specified in the Members Health Benefit Plan. Additionally, Provider agrees to (i) ensure the availability of routine appointments for non-emergency or non- urgent care within two (2) weeks of the Member's request and preventive care appointments, including routine physical examinations, within sixty (60) days of the Member's request; and (ii) provide clear notice to Members of provisions for urgent care or emergency services when Provider is not available after hours.
HMO may contract with a limited number of laboratory services providers to provide outpatient lab services. Provider agrees to use any laboratory designated by HMO for HMO Members. Member. If Provider sends laboratory specimens to any laboratory services provider – other than the one(s) designated by HMO for HMO Members – without the authorization of HMO, then Provider shall be in breach of this Agreement and
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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shall be responsible for any damages that may be sustained by HMO or its Members. . HMO will reimburse for a limited list of lab services when performed in Provider's office. These lab codes and the related reimbursement are included in this PCS Attachment. Provider further agrees not to bill Members for covered lab services that are determined as ineligible for compensation to Provider by HMO.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of an individual Network participation. As required by Virginia Code Section 38.2-3407.10D, if Provider terminates this Agreement for any reason, Provider must furnish reasonable notice of such termination to Provider's patients who are Members.
Specialty Provider Group (Non-MD or DO) Obligations. Provider is designated as a Specialty Physician for those Network(s) indicated on the signature page of the Agreement for which Provider did not opt-out.
Provider agrees to provide within the scope of his/her practice Covered Services to Members subject to any applicable referral and/or authorization requirements in Member's Health Benefit Plan or in this Agreement.
Except in case of an emergency, or as otherwise set forth in the Member's Health Benefit Plan, or required by statue or regulation, prior to treating a Member, Provider agrees to obtain a referral, in accordance with Member's Health Benefits Plan, from the Primary Care Physician ("PCP") who is primarily responsible for providing or authorizing the professional services as set forth in the Health Benefit Plan. For Members who are covered by an HMO Health Benefits Plan, Health Services provided by Provider without proper referral or prior authorization from the HMO shall not be considered Covered Services. Also, in the event that services required by a Member covered by an HMO Health Benefits Plan, including an open access Member, are not available from Participating Providers, other providers may be utilized with the prior authorization of the HMO. Should Provider refer a Member to another provider, whether that provider is a Participating Provider or not, without the prior authorization of the Member's PCP or the HMO, as specified above, the HMO may elect to pay the Member for the Covered Service or to pay the provider of the service and to deduct the amount paid in such cases from any payment due Provider.
Provider agrees to make necessary and appropriate arrangements to ensure the availability of Health Services to Members on a twenty-four (24) hour per day, seven (7) day per week basis, including arrangements to ensure coverage for Members after hours or when Provider is otherwise absent. Provider shall use best efforts to ensure that covering providers participate with the Network specified in the Members Health Benefit Plan. Additionally, Provider agrees to (i) ensure the availability of routine appointments for non-emergency or non- urgent care within two (2) weeks of the Member's request and preventive care appointments, including routine physical examinations, within sixty (60) days of the Member's request; and (ii) provide clear notice to Members of provisions for urgent care or emergency services when Provider is not available after hours.
HMO may contract with a limited number of laboratory services providers to provide outpatient lab services. Provider agrees to use any laboratory designated by HMO for HMO Members . If Provider sends laboratory specimens to any laboratory services provider – other than the one(s) designated by HMO for HMO Members
– without the authorization of HMO, then Provider shall be in breach of this Agreement and shall be responsible for any damages that may be sustained by HMO or its Members. HMO shall reimburse for a limited list of lab services when performed in Provider's office. These lab codes and the related reimbursement are included in this PCS Attachment. Provider further agrees not to bill Members for covered lab services that are determined as ineligible for compensation to Provider by HMO.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider shall provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of an individual Network participation. As required by Virginia Code Section 38.2-3407.10D,
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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if Provider terminates this Agreement for any reason, Provider must furnish reasonable notice of such termination to Provider's patients who are Members.
IV.SPECIFIC REIMBURSEMENT TERMS MEDICARE ADVANTAGE
Provider shall be compensated at one hundred percent Provider shall be compensated at one hundred percent [100%) of the current Anthem Medicare Advantage Rate in effect at the time the Medicare Advantage Covered Service is rendered. The Anthem Medicare Advantage Rates may be amended from time to time as to apply changes in rates or methodology.
When determining the applicable Fee Schedule, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules, or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The applicable Fee Schedule shall not include any bonus payment, or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
MEDICAID PROGRAM(S)
Notwithstanding any other provision in the Agreement, HMO will pay Provider the Medicaid HMO Allowance for each Medically Necessary Covered Service that Provider provides to a Medicaid Member, less authorized Cost Shares, which shall be the responsibility of the Medicaid Member.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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STATE SPECIFIC PROVISIONS ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
WI STATE SPECIFIC PROVISIONS
This is a Participation Attachment to the Anthem Blue Cross and Blue Shield Provider Agreement ("Agreement"), entered into by and between Anthem and Provider and is incorporated into the Agreement.
The provisions in this State Specific Provisions Attachment shall replace the similarly-titled provisions in the Agreement. Notwithstanding the foregoing, there may be other provisions in this State Specific Provisions Attachment that are not set forth in the Agreement, but which shall apply for this state. If there is a conflict between the terms of this State Specific Provisions Attachment and the terms of the Agreement (outside of this State Specific Provisions Attachment), the terms of this State Specific Provisions Attachment shall govern
These provisions are specific to the State of Wisconsin and are required either by Plan, by statute, or by regulation.
ARTICLE II
SERVICES/OBLIGATIONS
2.5Submission and Adjudication of Claims. Provider shall submit, and Plan shall adjudicate, Claims in accordance with the applicable Participation Attachment(s), the PCS, the provider manual(s) and Regulatory Requirements. If Provider submits Claims prior to receiving notice of Anthem's approval pursuant to section 2.13, then such Claims shall be processed as out of network and Plan may not make retroactive adjustments with respect to such Claims.
2.6Payment in Full and Hold Harmless.
2.6.1Provider agrees to accept as payment in full, in all circumstances, the applicable Anthem Rate whether such payment is in the form of a Cost Share, a payment by Plan, or a payment by another source, such as through coordination of benefits or subrogation. Provider shall bill, collect, and accept compensation for Cost Shares. Provider agrees to make reasonable efforts to verify Cost Shares prior to billing for such Cost Shares. In no event shall Plan be obligated to pay Provider or any person acting on behalf of Provider for services that are not Covered Services, or any amounts in excess of the Anthem Rate less Cost Shares or payment by another source, as set forth above. Consistent with the foregoing, Provider agrees to accept the Anthem Rate as payment in full if the Member has not yet satisfied his/her deductible.
2.6.2Except as expressly permitted under Regulatory Requirements, Provider agrees that in no event, including but not limited to, nonpayment by applicable Plan, insolvency of applicable Plan, breach of this Agreement, or Claim payment denials or adjustment requests or recoupments based on miscoding or other billing errors of any type, whether or not fraudulent or abusive, shall Provider, or any person acting on behalf of Provider, bill, charge, collect a deposit from, seek compensation from, or have any other recourse against a Member, or a person legally acting on the Member's behalf, for Covered Services provided pursuant to this Agreement. In the event of nonpayment and/or insolvency of a Plan that is not underwritten by Anthem or an Affiliate, Provider further agrees that it shall not seek compensation from or have any other recourse against Anthem or an Affiliate. Notwithstanding the foregoing, Provider may collect reimbursement from the Member for the following:
2.6.2.1Cost Shares, if applicable;
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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2.6.2.2Health Services that are not Covered Services. However, Provider may seek payment for a Health Service that is not Medically Necessary or is experimental/investigational only if Provider obtains a written waiver that meets the following criteria:
a)The waiver notifies the Member that the Health Service is likely to be deemed not Medically Necessary, or experimental/investigational;
b)The waiver notifies the Member of the Health Service being provided and the date(s) of service;
c)The waiver notifies the Member of the approximate cost of the Health Service;
d)The waiver is signed by the Member, or a person legally acting on the Member's behalf, prior to receipt of the Health Service.
2.6.2.3Any reduction in or denial of payment as a result of the Member's failure to comply with his/her utilization management program pursuant to his her/her Health Benefit Plan, except when Provider has been designated by Anthem to comply with utilization management for the Health Services provided by Provider to the Member.
2.11 Networks and Provider Panels. Provider shall be eligible to participate only in those Networks designated on the Provider Networks Attachment of this Agreement. Provider shall not be recognized as a Participating Provider in such Networks until the later of: 1) the Effective Date of this Agreement or; 2) as determined by Plan in its sole discretion, the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements. Provider acknowledges that Plan may develop, discontinue, or modify new or existing Networks, products and/or programs. In addition to those Networks designated on the Provider Networks Attachment, Anthem may also identify Provider as a Participating Provider in additional Networks, products and/or programs designated in writing from time to time by Anthem. The terms and conditions of Provider's participation as a Participating Provider in such additional Networks, products and/or programs shall be on the terms and conditions as set forth in this Agreement unless otherwise agreed to in writing by Provider and Anthem.
In addition to and separate from Networks that support some or all of Plan's products and/or programs (e.g., HMO, PPO and Indemnity products), Provider further acknowledges that certain Health Services, including by way of example only, laboratory or behavioral health services, may be provided exclusively by designated Participating Providers (a "Health Services Designated Network"), as determined by Plan. Provider agrees to refer Members to such designated Participating Providers in a Health Services Designated Network for the provision of certain Health Services, even if Provider performs such services. Notwithstanding any other provision in this Agreement, if Provider provides a Health Service to a Member for which Provider is not a designated Participating Provider in a Health Services Designated Network, then Provider agrees that he/she/it shall not be reimbursed for such services by Anthem, Plan or the Member, unless Provider was authorized to provide such Health Service by Plan.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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ARTICLE IX GENERAL PROVISIONS
9.1 Amendment. Except as otherwise provided for in this Agreement, Anthem retains the right to amend this Agreement, the Anthem Rate, any attachments or addenda by making a good faith effort to provide notice to Provider at least forty five (45) days in advance of the effective date of the amendment. Except to the extent that Anthem determines an amendment is necessary to effectuate Regulatory Requirements, if Provider objects to the amendment prior to its effective date, then Provider has the right to terminate this Agreement, and such termination shall take effect on the later of the amendment effective date identified by Anthem or one hundred eighty (180) days from the date Provider has provided notice of his/her/its intention to terminate the Agreement pursuant to this section. Failure of Provider to provide such notice to Anthem within the time frames described herein will constitute acceptance of the amendment by Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PROVIDER NETWORKS ATTACHMENT
Provider shall be designated as a Participating Provider in the Networks: 1) when participation is determined by Plan in its sole discretion according to applicable law; or, 2) where there is no applicable law, on the later of the Effective Date of this Agreement or the date Provider has met Plan's applicable credentialing requirements, standards of participation and accreditation requirements:
Commercial lines of business:
Health Benefit Plans in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status or funding source. Provider participates in Networks which support such Health Benefit Plans including but not limited to the following:
•HMO (includes group HMO and POS products such as: Blue Preferred and Blue Preferred Plus and CDHP)
•PPO (includes PPO products such as: Blue Access and CDHP)
•Indemnity/Traditional/Standard (includes indemnity/traditional/standard products such as: Traditional)
•Other State Specific (such as: Blue Priority - WI)
•Exchange (Blue Priority X-WI)
•Blue Connection includes EPO/HMO and POS products, and CDHP
•Pathway includes EPO/HMO and POS products, and CDHP
Government Programs:
Health Benefit Plans issued pursuant to an agreement between Plan and Agency in which Members have access to a network of providers and receive an enhanced level of benefits when they obtain Covered Services from Participating Providers regardless of product licensure status. Provider participates in the following Networks which support such Health Benefit Plans:
•Medicare HMO (includes group HMO and POS products such as: Medicare Advantage HMO)
•Medicare PPO (includes PPO products such as: Medicare Advantage PPO)
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Enterprise Multi-State Provider Agreement © 2022 Mar - Anthem InsuranceCompanies, Inc. AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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COMMERCIAL BUSINESS PARTICIPATION ATTACHMENT TO THE
ANTHEM BLUE CROSS AND BLUE SHIELD PROVIDER AGREEMENT
ARTICLE II
SERVICES/OBLIGATIONS
2.1.2 Provider agrees to participate in Anthem's exchange network(s) set forth on the Provider Networks Attachment, which may support both products or programs offered by Anthem through state-based, regional or federal health insurance exchanges ("Exchanges") established by the Patient Protection and Affordable Care Act and products or programs offered by Anthem outside of Exchanges. Provider acknowledges and understands that products or programs offered through or outside of the Exchanges may differ, and that such products or programs are subject to Regulatory Requirements. Provider agrees to abide by all Regulatory Requirements of the Exchanges as they exist and as they may be amended or changed from time to time. Should Anthem change the name of the exchange network(s) set forth on the Provider Networks Attachment, it shall notify Provider.
2.4 Plan Payment Time Frames. To the extent a Complete Claim is subject to Wis. Stat. § 628.46, such Complete Claim shall be paid within thirty (30) days as provided for under the terms of Sec. 628.46.
2.7Commercial Business Member Grievance Procedure. Provider agrees to fully cooperate with any applicable Commercial Business Member grievance procedure. Provider shall, in accordance with Regulatory Requirements applicable law (including, without limitation, Wis. Admin. Code § Ins 18.03(2)(c), as amended from time to time), provide Plan with necessary records and responses to questions regarding quality issues, Commercial Business Member grievances or complaints. The information shall be provided within ten (10) business days of Anthem's request. This provision shall survive termination of this Agreement with respect to Commercial Business Covered Services rendered to Commercial Business Members prior to termination.
2.8Recoupment/Offset/Adjustment for Overpayments. In addition to section 2.7, the Recoupment/Offset/Adjustment for Overpayments provision in the Agreement, Anthem shall not request recoupments/offset/adjustments longer than one (1) year, or if greater the time period Provider allows for other payors, from the date of Plan's payment or explanation of payment.
2.9Adjustments for Incorrect Payments. In addition to section 2.14, the Adjustment for Incorrect Payments provision in the Agreement, If Provider believes a Claim has been improperly adjudicated for a Commercial Business Covered Service for which Provider timely submitted a Claim to Plan, Provider must submit a request for an adjustment to Plan within one (1) year from the date of Plan's payment or explanation of payment. The request must be submitted in accordance with Plan's payment inquiry process. Requests for adjustments submitted after this date may be denied for payment, and Provider will not be permitted to bill Anthem, Plan, or the Commercial Business Member for those services for which payment was denied.
2.10Payment in Full and Hold Harmless. In addition to section 2.6, and if subject to §609.92, Wis. Stats., Provider agrees not to opt-out of its obligations thereunder as referenced in Attachment A.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Wisconsin Provider Agreement Commercial Attachment © 2022 Mar - Blue Cross Blue Shield of Wisconsin AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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ARTICLE III TERMINATION
3.1Continuance of Care-Insolvency. Unless otherwise set forth in the Health Benefit Plan, or through Regulatory Requirements, in the event of a Plan's, or an Other Payor's insolvency or other cessation of operations, Provider shall continue to provide Covered Services to Members of such Plan or Other Payor in accordance with this Agreement until the earlier of: (i) the expiration of the period through which the premium has been paid for coverage under the applicable Health Benefit Plan; or (ii) the expiration of such other period as may be required by Regulatory Requirements applicable to the Provider, the Plan or the Other Payor. Provider agrees not to bill or otherwise pursue Members for Covered Services for which such Member is not liable under §609.91, Wis. Stats. This section will be construed in favor of a Member and supersedes any oral or written contrary agreement between Provider and a Member or the representative of a Member if the contrary agreement is inconsistent with this provision or the provisions of this Agreement regarding continuance of care after termination of this Agreement.
3.2Continuation of Care Upon Termination. Unless otherwise set forth in this Agreement, the Health Benefit Plan, or as required by Regulatory Requirements, Continuance of Care Upon Termination shall apply as follows:
Provider shall, upon termination of this Agreement for reasons other than the grounds set forth in the Immediate Termination section of this Agreement, pursuant to 609.24, Wis. Stats., continue to provide and be compensated for Commercial Business Covered Services rendered to Commercial Business Members under the terms and conditions of this Agreement until the earlier of such time that: (1) the Commercial Business Member has completed the course of treatment; or (2) reasonable and medically appropriate arrangements have been made for a Participating Provider to render Health Services to the Commercial Business Member. Provider shall comply with the notice posting requirements of INS 9.35(1m) (if applicable).
3.3Survival. The provisions of this Attachment set forth below shall survive termination or expiration of the Agreement:
3.3.1Any provisions required in order to comply with Regulatory Requirements.
3.3.2Commercial Member Grievance Procedure.
3.3.3Continuation of Care Upon Termination.
ARTICLE IV GENERAL PROVISIONS
4.1 This provision intentionally left blank.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Wisconsin Provider Agreement Commercial Attachment © 2022 Mar - Blue Cross Blue Shield of Wisconsin AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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PLAN COMPENSATION SCHEDULE ("PCS")
"State Medicaid Rate(s)/Fee Schedule(s)/Methodologies" means the Anthem Rate for the applicable state Medicaid Rate(s) /Fee Schedule(s)/Methodologies in effect on the date of service for the provider type(s)/service(s) identified herein for the applicable Medicaid Program(s).
Billing Form and Claims Reporting Requirements. Provider shall report all Health Services in accordance with the Coded Service Identifier(s) reporting guidelines and instructions using HIPAA compliant billing codes. In addition, Plan shall not pay any Claim(s) nor accept any Encounter Data submitted using non-compliant codes. Plan audits that result in identification of Health Services that are not reported in accordance with the Coded Service Identifier(s) guidelines and instructions, will be subject to recovery through remittance adjustment or other recovery action as may be set forth in the provider manual(s).
Specialty Physician Group Obligations. Provider is designated as a Specialty Care Provider ("SCP" or "Specialty Care Provider") for those Network(s) designated on the Provider Networks Attachment of the Agreement.
Except in case of an Emergency, or as otherwise set forth in the Member's Health Benefit Plan, or required by Regulatory Requirements, prior to treating a Member, Specialty Care Provider agrees to obtain a referral, if necessary, in accordance with Member's Health Benefit Plan, from a Primary Care Provider ("PCP") who is primarily responsible for providing or authorizing the professional services set forth in the Health Benefit Plan.
A Provider who is a gynecologist or obstetrician, shall provide Health Services or make arrangements for the provision of Health Services to Members on a twenty-four (24) hour per day, seven (7) day a week basis to assure availability, adequacy, and continuity of care to Members. In the event a Provider is not one of the foregoing described Providers, then Provider shall provide Health Services to Members on a twenty-four (24) hour per day, seven (7) day a week basis or at such times as Health Services are typically provided by similar providers to assure availability, adequacy, and continuity of care to Members. If Provider is unable to provide Health Services as described in the previous sentence, Provider will arrange for another Participating Provider to cover Provider's patients in Provider's absence.
To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Specialty Provider Group (Non-MD or DO) Obligations. To the extent required by Regulatory Requirements or an accrediting body, upon termination without cause, Provider will provide timely, sixty (60) day, notice to affected Member(s) of termination of this Agreement or termination of individual Network participation.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Wisconsin Provider Agreement PCS © 2022 July - Blue Cross Blue Shield of Wisconsin AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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IV.SPECIFIC REIMBURSEMENT TERMS COMMERCIAL BUSINESS
Allowances for Injectable/Infusible/Oral Drugs, Vaccines and Radiopharmaceutical Agents. Plan shall automatically update its allowance for injectable/infusible/oral drugs, vaccines and radiopharmaceutical agents on a quarterly basis in accordance with the quarterly updates made by CMS to its drug pricing file or any other external or internal source as set forth in this PCS. Retroactive adjustments made by CMS to its drug pricing file shall be inapplicable to Anthem's fee allowances and payment responsibility.
Commercial Billing Form. Provider shall submit all Claims on a CMS 1500 claim form or its successor form(s) as applicable based on the services provided in accordance with Policies or applicable Regulatory Requirements.
Out-of-Network Compensation. Except for Government Programs, if Provider renders services to a Member who accesses a Network in which Provider does not participate, Provider will receive compensation as follows:
Plan shall compensate Provider for Emergency Services rendered to a Member based on the applicable Indemnity/Traditional/Standard Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share.
Except for Emergency Services, if the Member's Health Benefit Plan requires authorization by the Plan or a Provider for out of Network Covered Services in order for the Member to have the highest level of benefits, and such authorization has been given, then Plan shall compensate Provider for such authorized Covered Services based on the applicable Participating Provider ("Indemnity/Traditional/Standard") Anthem Rate. Provider agrees to accept the Indemnity/Traditional/Standard Anthem Rate as payment in full and shall only bill for the applicable Cost Share. Except for Emergency Services, if the Member's Health Benefit Plan does not have out-of-network benefits unless authorized by the Plan or Provider, Plan shall have no liability for Health Services rendered without such authorization. In that event, Provider shall bill the Member for Health Services rendered.
Except for Emergency Services, if the Member's Health Benefit Plan has out-of-network benefits without authorization being required by the Plan or Provider, and no authorization has been given, then Plan will compensate Provider for Covered Services based on the Anthem Rate established for the Network and/or product that supports the Member's Health Benefit Plan. For example, if the Member's access is supported by PPO Network, compensation is based on the applicable Anthem Rate for the PPO Network. Provider shall only bill for the applicable Cost Share as well as any amount designated as the Member's responsibility on the Provider payment voucher (or other written notice of explanation of payment). In no event shall payment from Plan and the Member exceed Provider's Charge for such Covered Services.
MEDICARE ADVANTAGE
Medicare Billing Form. Provider shall submit all Claims on a CMS 1500 or CMS 1450/UB-04 claim form or its successor form(s) as applicable based on the services provided in accordance with Policies or applicable Regulatory Requirements.
For MA Covered Services provided by or on behalf of Provider to a Medicare Advantage Member, Provider agrees to accept, as the Anthem Medicare Advantage Rate, the lesser of Eligible Charges or a Fee Schedule based on of the CMS Medicare fee schedules.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Wisconsin Provider Agreement PCS © 2022 July - Blue Cross Blue Shield of Wisconsin AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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When determining the Anthem Medicare Advantage Rate, any reimbursement terms in this Agreement that are based, in whole or in part, on Medicare rates, pricing, fee schedules or payment methodologies published or established by CMS, shall refer to the per claim payment amounts that CMS and a Medicare beneficiary would directly pay to Provider for the same items or services under fee-for-service Medicare Part A or Part B. The Anthem Medicare Advantage Rate shall not include any bonus payment or settlement amount paid to Provider by CMS outside of the Medicare per claim payment process, unless otherwise set forth in the Medicare Advantage reimbursement terms of this Agreement. Unless Anthem notifies Provider otherwise, in the event CMS changes payment to Provider due to a CMS directive, Act of Congress, Executive Order, or Regulatory Requirement, the amount payable to Provider hereunder will automatically be changed as soon as reasonably practicable, as described herein, in the amount specified by CMS as a result of such directive or change in law, or in the absence of such specification, in the same percentage amount as payment is changed by CMS to Provider.
Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential.
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Wisconsin Provider Agreement PCS © 2022 July - Blue Cross Blue Shield of Wisconsin AHP 1587 –Rev. Jan 2022 Enterprise Multi-StateProvider Agreement © 2022 - AnthemInsurance Companies, Inc. NY Only(07/15/2019), DOH ID# 1291 11/09/2022 |
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