Participating Clinician Provider Agreement

PARTICIPATING CLINICIAN PROVIDER AGREEMENT

Claremont Behavioral Services, Inc.

Article I: Formation and Purposes

1.1Identification of Parties

This Agreement is hereby made between Claremont Behavioral Services, Inc., a California corporation (“Claremont”), and ______(“Provider”) and becomes effective on ______.

1.2Purposes

By this Agreement and other similar Agreements, Claremont intends to create and maintain a preferred clinician provider panel consisting of licensed psychologists, licensed clinical social workers (“LCSWs”), marriage and family therapists (“MFTs”) , licensed professional counselors (‘LPCs”) and psychiatrists that will make their services available to employer groups and other entities. Provider agrees to render such services in accordance with the terms and conditions of this Agreement. Employees and their family members from employer groups and other entities may be referred to Provider, as the need for such services arises. Claremont does not guarantee Provider any minimum number of referrals.

1.3Status as Independent Entities

None of the provisions of this Agreement are intended to create, nor shall they be construed to create, any relationship between Claremont and Provider other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. None of the parties hereto nor any of their respective officers, agents or employees shall be construed to be the partner, joint-venturer, officer, representative, employee or other agent of the other.

Article II: Definitions

2.1Client

A Client is an employee, family member of an employee or other individual referred by Claremont to Provider, together with an authorization to perform Covered Services for that Client. Claremont does not represent, warrant, or guarantee that any minimum volume of Clients will be referred to or served by Provider under this Agreement.

2.2Covered Services

“Covered Services” are behavioral health treatment procedures for which Claremont, acting on behalf of a Payor, has given Provider advance authorization to perform for a Client.

2.3Copayments, Coinsurance and Deductibles

“Copayments,” “Coinsurance” and “Deductibles” are amounts that, in connection with the performance of Covered Services, are the financial responsibility of the Client.

2.4Emergency

“Emergency” means a sudden and unexpected onset of an unforeseen mental health condition manifesting itself by acute symptoms of sufficient severity (including, without limitation, severe pain, psychiatric disturbances and/or symptoms of substance abuse) that, in the absence of immediate medical attention, a prudent layperson would reasonably expect to result in serious jeopardy to the health of the individual (or in the case of a pregnant woman, the health of the woman and/or her unborn child), serious impairment to bodily functions or serious dysfunction of any bodily organ or part.

2.5Payor

“Payor” means a health care service plan, employer, self-insured trust or other third party payor that is responsible to pay for the cost of Covered Services provided to certain Clients. A Payor may designate another party, such as Claremont, to exercise some of the Payor’s rights and responsibilities described in this Agreement; provided, however, that Claremont shall not assume financial responsibility to pay for the cost of Covered Services or other health care services.

2.6Plan Coverage

“Plan Coverage” means the terms and conditions pursuant to which a Payor is responsible to pay for the cost of Covered Services provided to Clients.

2.7Professionally Recognized Standards of Practice

“Professionally Recognized Standards of Practice” means the standards of good practice recognized by the organized behavioral health professional community in California.

2.8Provider

“Provider” is a licensed psychologist, licensed clinical social worker (“LCSW”), licensed marriage and family therapist (“MFT”) or licensed psychiatrist who has contracted with Claremont to perform Covered Services in accordance with the terms and conditions of this Agreement.

2.9Referral

“Referral” means an authorization by a Payor or by Claremont, acting for the Payor, for Provider to perform specified Covered Services for a Client on terms and within limitations specified therein..

Article III: Performance Provisions

3.1Provider Services and Responsibilities for Clients

Provider shall perform, upon request by a Payor or Claremont, acting for the Payor, the Covered Services described on Exhibit One (Covered Services). Each such request shall, for the purposes of this Agreement, constitute the authorization of the Payor to perform the Covered Services described therein.

3.2Scheduling of Appointments

a.Routine Referrals. Upon Provider’s receipt of a Referral of a Client, Provider shall establish contact with the Client by telephone within one (1) business day, and shall offer to schedule an initial appointment for the Client to occur within three (3) working days.

b.Emergency Referrals. Upon Provider’s receipt of a Referral stating that the Client has an Emergency, Provider shall provide Covered Services to that Client as soon as possible and in any event on the same day Provider receives the referral.

c.Emergency Self-Referrals. If a Client contacts Provider directly and presents an Emergency, Provider shall notify Claremont by telephone as soon as possible, and in all events within twenty four (24) hours.

3.3Availability of Consultation

Provider may seek consultation from Claremont’s professional staff regarding the performance of Covered Services to Clients.

3.4Confidentiality

Except as required by applicable law, neither Claremont nor Provider shall reveal any information about the Client to a third party without the written consent of the Client. Without limiting the generality of the foregoing, Claremont and Provider each shall comply with all applicable laws and regulations regarding the confidentiality of Clients’ personal information, including without limitation medical and/or health information.

3.5Administration

Claremont shall furnish Provider with forms, operating procedures, and other information regarding record-keeping, billing, reporting, and other matters related to Provider’s performance under this Agreement, and Provider shall reasonably comply with such requirements.

3.6Maintenance of Books and Records

Provider shall maintain such books and records and provide such information to Claremont as may be necessary for compliance by any such party with applicable laws and regulations, and Provider shall retain all such books and records for such periods of time that are required by applicable law. The obligations described in this Section 3.7 (Maintenance of Books and Records) shall not be terminated upon a termination of the Agreement, whether by rescission or otherwise.

3.7Access to Books and Records

Claremont shall have access at reasonable times upon demand to the books, records and papers of Provider relating to the health care services provided to Clients, to the cost of those services and to payments received by Provider from Clients or from others on their behalf.

3.8Standard of Practice

Provider shall perform all Covered Services in accordance with Professionally Recognized Standards of Practice. Without limiting the generality of the foregoing, Provider shall perform Covered Services only within the scope of services Provider is qualified to provide by reason of Provider’s training, experience and state licensure. If Provider determines that a Client requires Covered Services that Provider is not qualified to provide, Provider shall notify Claremont promptly.

3.9Licensure

Provider hereby represents and warrants that Provider has, and at all times during the term of this Agreement shall maintain, a valid clinical license as specified on the signature page hereof. Upon Provider shall furnish Claremont with proof of such licensure from time to time upon Claremont’s reasonable request therefor.

3.10Professional Liability Insurance

Provider shall obtain and maintain at no cost or expense to Claremont throughout the term of this Agreement, and for a reasonable period thereafter, professional liability insurance covering Provider at a minimum level of $1,000,000 per occurrence and $1,000,000 in the annual aggregate. Upon the termination or expiration of the term of this Agreement, Provider may terminate such insurance if it is replaced with replacement insurance with prior acts coverage or, alternatively, "tail" insurance coverage for an extended reporting period of not less than seven (7) years. Provider shall notify Claremont promptly upon Provider’s receipt any notice of cancellation of, or reduction of coverage amounts under, any policy of professional liability insurance.

3.11Participation in Plan Administration

Provider shall cooperate with participate in Claremont’s administration of its responsibilities in connection with its arrangements with Payors, including Claremont’s systems for monitoring and evaluating accessibility of care and addressing problems that may develop, evaluating and improving the quality of Covered Services provided to Clients and resolving disputes that may arise between Claremont, Provider and/or Clients.

3.12Self-Pay Cases

Provider shall make Covered Services available to Self-Pay Clients at the rates described in the attached Appendix A (Fee Schedule). Self-Pay Clients alone are responsible for all payments arising out of services performed on their behalf by Provider.

Article IV: Payment Provisions

4.1Rates of Payment

As compensation for Provider’s performance of Covered Services to a Clients, the Payor that provides Plan Coverage for those Clients shall pay Provider in accordance with the rates of payment set forth in the fee schedule for Covered Services attached hereto as Appendix A (Fee Schedule).

4.2Time for Payment

Provider shall, within thirty (30) days following the performance of Covered Services for a Client, submit to Claremont a complete claim therefor, in such form as Claremont shall reasonably require. Payors shall pay Provider, in accordance with Section 4.1 (Rates of Payment), the amount owing on account of each such claim, or reasonably contest that claim or any portion thereof, within the period of time required by law for the payment of that claim. Claremont shall not be financially responsible to Provider for a Payor’s failure for any reason to pay amounts owing to Provider hereunder.

4.3Client No-Shows and Late Cancellations

If a Client fails to attend one (1) or more office visits for which Provider made an authorized appointment with the Client, or if a Client wishing to cancel such an appointment fails to give Provider at least twenty four (24) or more hours prior notice of cancellation, Provider may submit a bill for a broken appointment/late cancellation fee. The amount of such fee shall be equal to the applicable payment pursuant to Exhibit A (Fee Schedule) for one (1) office visit consultation approved by Claremont for that Client. Only on (1) such broken appointment/late cancellation fee shall be paid to Provider on account of a Client’s broken appointments and/or late cancellations, regardless of the number of broken appointments or late cancellations made by that Client during the course of Covered Services provided to that Member as authorized pursuant to Section 3.1 (Provider Services and Responsibilities for Clients).

4.4Rates of Payment for Non-Covered Services.

Effective January 1, 2008, if Provider continues to work with the Client after the conclusion of Covered Services and if the Client is paying directly for the services of the Provider, Provider shall bill the Client for Provider’s non-Covered Services a fee up to, but not exceeding, $85 per session. In all instances, Provider shall make every effort to ensure that the Client is able to obtain the maximum reimbursement or benefit for those services from any other applicable health plan coverage, and in no instance shall the Client be responsible directly as a Co-payment for an amount greater than $85 per session. Claremont shall have no financial or other responsibility to Provider with respect to non-Covered Services.

4.5Copayments, Coinsurance and Deductibles

Payors may require Clients to pay Copayments, Coinsurance and/or Deductibles to Provider in connection with Provider’s performance of Covered Services. It is the sole responsibility of the Client to pay Copayments, Coinsurance and/or Deductibles, and of Provider to collect Copayments, Coinsurance and/or Deductibles at the time of service or such later time as the Provider and Client agree.

4.6 No Surcharges

Provider shall not in any event, including but not limited to nonpayment by Claremont or Claremont’s insolvency or breach of this Agreement, bill or balance bill, charge, collect a deposit or other sum, or otherwise seek compensation or reimbursement from, or maintain any action or have any recourse against, or make any Surcharge upon, a Client or person acting on a Client's behalf, for any sums owned to Provider by Claremont. If Claremont receives notice of any action by Provider in violation of this Section 4.6 (No Surcharges), Claremont may take appropriate action to correct that action, including without limitation requiring Provider to refund immediately any Surcharge collected from a Client. The rights of Claremont and the responsibilities of Provider set forth in this Section 4.6 (No Surcharges) shall survive any termination of this Agreement regardless of the cause giving rise to that termination, and shall be construed for the benefit of Clients. The provisions of this Section 4.6 (No Surcharges) shall supersede any oral or written agreement to the contrary now existing or hereafter entered into between Provider and any Client or any persons acting of behalf of either of them. No modification, addition or deletion to the provisions of this Section 4.6 (No Surcharges) shall be effective without prior written approval of the California Department of Managed Health Care and any other regulatory authority with applicable jurisdiction.

4.7 Coordination of Benefits

Provider shall give permission and assistance to Claremont and Payors, upon request, for purposes of coordinating benefits with other carriers or benefit plans; provided, however, that all resulting coordination of benefits recoveries shall be the sole property of the Payor.

Article V: Term and Termination

5.1Term

The term of this Agreement shall begin on the Effective Date and shall continue in effect for a period of one (1) year thereafter (the “Initial Term”). The term of this Agreement shall be automatically extended for an additional period of one (1) year (each, a “Renewal Term”) upon the expiration of the Initial Term and each Renewal Term, unless either Provider or Claremont shall give the other notice of the termination of this Agreement not less than sixty (60) days prior to the end of the then-current Initial Term or Renewal Term. This Agreement shall be subject to termination during the Initial Term or any Renewal Term as described in Section 5.2 (Termination).

5.2Termination

a.Material Breach.

Either Claremont or Provider (as appropriate, the “Terminating Party”) may terminate this Agreement forthwith by written notice to the other party if that other party (“Breaching Party”) breaches one (1) or more of its material obligations under this Agreement and has not cured that material breach within thirty (30) days after the Terminating Party gives written notice to the Breaching Party specifying the nature of the breach and requesting that it be cured.

b.Protection of Health and Well-being of Clients.

Without limiting the generality of Section 5.2(a) (Material Breach), Claremont may terminate this Agreement immediately in any of the following events: (i) if Claremont reasonably determines that such termination is necessary to protect the health or well-being of Clients; (ii) if Provider's professional license is revoked or suspended; (iii) if Provider’s insurance required hereunder is terminated or canceled, (iv) if Provider ceases to satisfy applicable credentialing standards; or (v) if Provider is criminally charged with an act involving moral turpitude. Claremont may suspend Provider from providing Covered Services to Clients while investigating any of the matters that may give rise to immediate termination under this Section 5.2(b) (Protection of Health and Well-being of Clients).

c.With or Without Cause.

Without limiting any other provision of this Agreement, Claremont may terminate this Agreement at any time with or without cause upon thirty (30) days prior written notice to Provider. If the effective date of that termination shall be other than the expiration date of the Initial Term or a Renewal Term, the notice shall state the reasons for the termination and otherwise comply with applicable laws and regulations.

d.Disputes Regarding Termination.

Notwithstanding any termination of this Agreement pursuant to this Section 5.2 (Termination), Claremont and Provider shall retain their respective rights and responsibilities pursuant to Section 6.10 (Resolution of Disputes) with respect to any and all disputes arising prior to that termination and/or involving that termination.

5.3Continuation of Care

Upon any termination of this Agreement, Provider shall continue to provide Covered Services, in accordance with the terms and conditions of this Agreement, to those Clients who are under the Provider’s care at the time of that termination, either until Provider’s Covered Services are completed or until Claremont makes reasonable and medically appropriate provision for the assumption of the Client’s care by another provider. Payors shall compensate Provider, in accordance with Section Article IV (Payment Provisions), for all Covered Services performed for Clients in accordance with this Section 5.3 (Continuation of Care).

5.4Survival of Obligations

The termination of this Agreement shall not affect any rights or obligations hereunder that have previously accrued or shall hereafter arise with respect to any occurrence prior to that termination, and all such rights and obligations shall continue to be governed by the terms hereof. In addition, the provisions of Section 3.6 (Maintenance of Books and Records), Section 3.7 (Access to Books and Records), Section 4.6 (No Extra Charges) and Section 5.3 (Continuation of Care), shall survive any termination of this Agreement.

Article VI: General Provisions

6.1Retention of Responsibility

Provider, Claremont and Payors each shall retain all responsibility arising under applicable law for all liabilities, losses, damages, claims and expenses of every kind, including costs and attorneys’ fees, which result from their respective duties and obligations hereunder (collectively, “Losses”), and shall not be liable for each other’s acts or omissions. To the extent permitted by law, each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party (the “Indemnified Party”), and the Indemnified Party’s respective officers, directors, shareholders, members, employees, representatives and other agents, from any and all Losses arising from the duties and obligations of the Indemnifying Party, including without limitation Losses resulting from acts or omissions related to the performance of such duties and obligations, except to the extent otherwise covered by policies of insurance.