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Group and Participant agree as follows:



Capitalized terms used in the Agreement or the Exhibits but not defined herein will have the meanings set forth in the CMS Agreement.  

1.1 “Affiliate(s)” shall mean, with respect to any specified Person, any Person that directly or through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through corporate membership, ownership of voting securities, by contract or otherwise.

1.2 “Beneficiaries” shall mean Medicare beneficiaries who are aligned with DCE under the CMS Agreement.

1.3 “CMS” shall mean Centers for Medicare and Medicaid Services.

1.4 “CMS Agreement” shall mean the agreement by and between DCE and CMS pursuant to which DCE may participate in the GPDC Model, which may be amended, supplemented, or re-executed from time to time.

1.5 “CMS Rules” means the rules and requirements of the GPDC Model, including, without limitation, the CMS Agreement, all applicable Medicare laws, rules and regulations, as well as any guidance issued by CMS regarding the GPDC Model, including the CMS Medicare and Medicaid Innovation GPDC Model Request for Applications.

1.6 “Covered Services shall mean those certain medically necessary health care services and items that are covered by Medicare Parts A and/or B provided by Participating Providers to Beneficiaries.

1.7 “DC List Date” shall mean, for a particular Performance Year, the date by which the DCE must submit its list of DC Participant Providers to CMS prior to the beginning of a Performance Year.

1.8 “DCE” shall mean the Direct Contracting Entity selected by CMS for participation in the GDPC Model.

1.9 “DCE Opportunity” shall mean any Direct Contracting Entity selected by CMS for participation in the GDPC Model.

1.10 “DCE Participant Agreement” shall mean the separate agreement Participant will enter (or has entered) into with DCE, pursuant to which Participant’s Participating Providers will provide Covered Services to Beneficiaries.

1.11 “GDPC Model” shall mean the Global and Professional Direct Contracting Model created by the Center for Medicare and Medicaid Innovation.  

1.12 “Group Network” shall mean the network of physician practices maintained by Group that desire to participate in the GDPC Model, each as a DC Participant Provider, as that term is defined in the CMS Agreement.

1.13 “Group Network Agreement” shall mean the agreement Group has entered into with DCE to provide network management and other services to DCE related to Group Network, including assistance recruiting Participating Providers to provide Covered Services to Beneficiaries.

1.14 “Participating Provider” shall mean the physicians and other licensed health care providers employed or otherwise contracted by Participant and/or are shareholders, members, or other equity holders in Participant and who have assigned their right to bill for services to the TIN of Participant who provide Covered Services to Beneficiaries.

1.15 “Person” shall mean an individual, partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership, or any other legal entity.



2.1 Qualifications. Participant, at all times during the effective term of the Agreement, and as a condition to the Agreement, represents and warrants that Participant, and each Participating Provider:

  • 2.1.1 meets all requirements and obligations set forth in the DCE Participant Agreement (“DCE Participation Requirements”), including, but not limited to, any provider qualifications, licensure, certification, or accreditation; insurance requirements; compliance requirements; and any DCE-specific requirements and obligations; 
  • 2.1.2 fully complies with all representations, warranties, and covenants set forth in the DCE Participant Agreement; 
  • 2.1.3 complies and will comply with the compliance plan established by DCE to address prevention, detection and correction of fraud and abuse and noncompliance with the requirements of the GPDC Model and the terms of CMS Agreement (“DCE Compliance Plan”);
  • 2.1.4 has disclosed any existing financial arrangements, whether compensation or ownership, in place between Group on one hand and Participant or any Participating Provider on the other hand, and shall provide at least thirty (30) days’ advance written notice of any new financial arrangement entered into after the Effective Date; and
  • 2.1.5 meets such other criteria as Group may from time to time require or as otherwise set forth herein; provided, however, that Participant has first been given prior written notice of those criteria.

2.2 Notification of Change in Status.

  • 2.2.1 In the event Participant is required to deliver notice to DCE pursuant to the DCE Participant Agreement on behalf of Participant or any Participating Provider, Participant shall provide such notice simultaneously to Group, and include all information that may be required in such notice to DCE in the notice provided to Group. 
  • 2.2.2 Further, Participant shall notify Group within five (5) business days of Participant’s actual knowledge of any of the following matters: (1) Participant’s failure to comply with any provision set forth in Section 2.1; (2) cancellation or termination of Participant’s DCE Participant Agreement, or (3) any other act, occurrence, condition or situation which might materially affect Participant’s ability to properly carry out Participant’s obligations under the Agreement or the DCE Participant Agreement.

2.3 Referrals.  Participant shall use its best efforts to make referrals of Beneficiaries to Participating Providers and other DCE providers/suppliers within the Group Network in accordance with the voluntary referral policies established by Group; provided, Group, Participant, and Participating Providers are prohibited from (i) conditioning the participation of network providers, suppliers, or other individuals or entities performing functions or services related to DCE activities or Group Network activities on referrals of federal health care program business that the DCE, its participants, other DCE providers/suppliers, or other individuals or entities performing functions or services related to DCE activities or Group Network activities know or should know is being (or would be) provided to beneficiaries who are not assigned to the DCE; and (ii) requiring that Beneficiaries be referred only to Participant Providers, other DCE providers/suppliers within the DCE or within Group Network, or to any other DCE provider or supplier, except that the prohibition does not apply to referrals made by employees or contractors who are operating within the scope of their employment or contractual arrangement to the employer or contracting entity, provided that the employees and contractors remain free to make referrals. In furtherance of this Section, Participant agrees and shall require Participating Providers to agree to comply with CMS’s requirements for voluntary alignment of Beneficiaries within the DCE, including that Participant shall not (I) directly or indirectly commit any act or omission, nor adopt any policy, that coerces or otherwise influences a Beneficiary’s decision to complete or not complete a Voluntary Alignment Form or a (or any successor site) designation and shall not (II) discriminate or selectively target Beneficiaries based on race, ethnicity, national origin, religion, gender, sex, age, mental or physical disability, health status, receipt of health care, claims experience, medical history, genetic information, evidence of insurability, geographic location, or income.

2.4 Sole Responsibility. Participant acknowledges and agrees, on behalf of itself and its Participating Providers, that it shall be individually and solely responsible for all treatment rendered by Participant and its Participating Providers to Beneficiaries. Participant acknowledges and agrees, on behalf of itself and its Participating Providers, that it shall be responsible to provide those services that are medically necessary and within the scope of Participant’s or each Participating Provider’s license and expertise.

2.5 Compliance with Law.  Participant and its Participating Providers that bill through the tax identification number (“TIN”) of Participant shall comply with the requirements and conditions of Direct Contracting Model established by CMS as amended from time to time, including, but not limited to those specified in the CMS Agreement. Without limiting the generality of the foregoing, Participant shall comply and shall contractually require its Participating Providers, suppliers, and subcontractors providing services hereunder, to comply with any and all applicable federal and state laws, regulations and rules, CMS instructions and guidance, including, without limitations, (a) applicable federal criminal laws; (b) the False Claims Act (31 U.S.C. § 3729 et seq.); (c) the anti-kickback statute (42 U.S.C § 1320a-7b(b)); (d) the civil monetary penalties law (42 U.S.C. § 1320a-7a); (e) the physician self-referral law (42 U.S.C. § 1395nn); (f) state licensure and scope of practice law; (g) regulations set forth at 42 CFR Part 425, to the extent they apply to the Direct Contracting Model; (h) the CMS Rules; (i) the DCE Participation Requirements; and (j) the DCE Compliance Plan. Participant shall notify Group in writing if Participant knows or has a good faith belief that Participant or any Participating Provider, is in violation of any such laws, rules, regulations and/or applicable requirements.

2.6 Relationship to Other Agreements. Group will provide written notice to Participant if the Group Network Agreement expires or terminates for any reason. Upon receipt of such notice, Participant represents and warrants on behalf of itself and its Participating Providers that Participant will terminate the DCE Participant Agreement and withdraw from participation in the DCE pursuant to the terms of the DCE Participant Agreement at the end of the then-current Performance Year. Recognizing that Participant and its Participating Providers are members of Group Network, Participant represents and warrants, on behalf of itself and its Participating Providers, that Participant shall not modify or amend the DCE Participant Agreement without first presenting such proposed amendments or modifications to Group. In the event of an inconsistency between the terms of the Agreement and the Group Network Agreement or the DCE Participant Agreements, the Group Network Agreement will govern. In the event of inconsistency between the Agreement and the DCE Participant Agreements, the DCE Participant Agreements will govern.



3.1 Compliance with Law. Group shall comply with all applicable federal, state and municipal laws, statutes, ordinances, orders, rules and regulations, including those applicable to the conduct of its business, including the CMS Rules.

3.2 Group Network Rules. Group may, at its election, distribute the Group Network Rules to Participant, directly or by making them electronically available to Participant. The Group Network Rules may be in a written format distributed to Participant or in such other form and format as Group determines reasonably appropriate and is communicated to Participant. Group will promptly provide any updates or changes to the Group Network Rules to Participant.

3.3 Practice of Medicine. Participant and Group hereby expressly acknowledge and agree that Group’s duties, responsibilities and functions hereunder shall be administrative and managerial in nature, and that notwithstanding any other provision of the Agreement to the contrary, Group shall engage in no activity hereunder that would constitute the corporate practice of medicine as defined by applicable laws in the state(s) in which Participant or Participating Providers practice medicine. The Parties understand and agree that Participant has the sole responsibility for the coordination and provision of all professional services provided by Participant and any Participating Providers under the DCE Participant Agreement, and Group shall not interfere in any way with the exercise of the professional judgment of Participant in connection with its services. Further, the Parties understand and agree that in no event will the terms of the Agreement require Participant or any Participating Providers to: (i) be limited in its ability to make decisions in the best interests of their patients; (ii) be required to direct a referral if (a) a patient expresses a preference for a different practitioner, provider, or supplier, (b) the patient’s payor determines the provider, practitioner, or supplier, or (c) such direction or restriction is contrary to applicable law under titles XVIII and XIX of the Social Security Act; or (iii) furnish medically unnecessary items or services, or reduce or limit medically necessary items or services furnished to any patient. Should any function assigned to Group hereunder be construed to be within the practice of medicine such that, if performed by Group, it would be violative of applicable prohibitions on the corporate practice of medicine, such function thereafter shall be either assigned to and become the responsibility of Participant or be waived.



4.1 In the event of a controversy, claim, or dispute between the Parties arising out of or related to the Agreement (a “Dispute”), the parties shall attempt in good faith to resolve the Dispute. At any time, any Party may submit the Dispute to non-binding mediation, which mediation shall be before a mediator mutually agreed by the Parties. The mediation shall take place at a location agreed upon by the Parties, and each Party shall bear its own costs, and the costs of the mediator(s) shall be borne equally by the Parties. The Parties understand and agree that DCE has delegated to Group the authority to resolve any disputes that arise between DCE and a Participant under the terms of the DCE Participant Agreement, including Payment Disputes as defined Section 4.2 below.

4.2 Notwithstanding the above, any Disputes related to any payments due under the terms of the Agreement (a “Payment Dispute”) that cannot be resolved through non-binding mediation between the Parties within sixty (60) calendar days after the complaining Party first gave the other Party written notice of the Dispute shall be referred to an actuarial firm for a determination. The Party that initially raised the Payment Dispute shall propose in writing to the other Party two (2) third-party nationally or regionally-recognized actuarial firms that have experience in performing financial settlements for health insurers and/or healthcare providers and the other Party, within ten (10) business days of receipt of the written notice, shall approve one of them as the “Dispute Actuary.” The Dispute Actuary can also be mutually agreed to between the Parties. The Parties shall work together and mutually agree on all information sent to the Dispute Actuary, including responses to any questions posed by the Dispute Actuary. Neither Party shall communicate with the Dispute Actuary without a representative of the other Party present. However, each Party shall be entitled to one ninety (90)-minute session with the Dispute Actuary to present its explanation of the Payment Dispute without the other Party present. The Dispute Actuary shall make its determination in writing no later than thirty (30) days after referral to the Dispute Actuary. Determinations made by the Dispute Actuary shall be final and binding upon the Parties. Each Party shall bear its own costs, and costs of the Dispute Actuary shall be borne equally by the Parties.

4.3 With the exception of Payment Disputes, which shall be resolved pursuant to Section 4.2 above, nothing herein restricts any Party from pursuing any legal or equitable remedies available to it pertaining to such Dispute.



5.1 Amendments.  The Agreement may be amended or modified in writing as mutually agreed by the Parties. Notwithstanding the foregoing, in the event that there is (a) a change in law, regulation or interpretation thereof by a court or government agency applicable to the Agreement, including a change in CMS Rules, or (b) a change in the CMS Agreement or Group Network Agreement (collectively, a “Change”) that requires an amendment to the Agreement in order to ensure compliance with such Change, Group may amend the Agreement unilaterally upon providing written notice of such amendment to Participant.

5.2 Confidentiality/Communications

  • 5.2.1 Confidentiality.  Each Party shall, and shall cause its Affiliates to, keep all information concerning the Agreement, including, but not limited to, techniques, methods, systems, marketing materials, Beneficiary lists, and any other information of whatever kind and in whatever form concerning DCE or the administration or methodologies pertaining to Group’s administration of the Group Network (collectively, “Confidential Information”), strictly confidential. Notwithstanding the foregoing, each Party may disclose Confidential Information: (a) to its directors, employees, consultants, advisors, Affiliates, counsel, and accountants on an as-needed basis to the extent such Party agree to keep such information confidential; (b) in connection with ordinary course investor relations activities of such Party and its Affiliates; and (c) as required by applicable law.
  • 5.2.2 The term Confidential Information shall not include such portions of the Confidential Information as:
  • 5.2.3 Are or become generally available to the public other than as a result of the disclosure by the receiving Party; or
  • 5.2.4 Was known by the receiving Party prior to disclosure by the non-disclosing Party; or
  • 5.2.5 Becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party (or agent thereof) which is not prohibited from disclosing such Confidential Information to the receiving Party by a legal, contractual or fiduciary obligation to the disclosing Party.

5.3 Assignment and Transfer. Neither Party may assign or transfer its rights, duties, or obligations under the Agreement without the prior written consent of the other Party. Other than as expressly provided by the Agreement, any attempted assignment by operation of law or otherwise, shall be void and unenforceable.

5.4 Indemnification. As between Participant and Group, each party shall be responsible for its own acts or omissions and any and all claims, liabilities, injuries, suits, and demands and expenses of all kinds which may result or arise out of any alleged malfeasance or neglect caused or alleged to have been caused by either party, their employees, or representatives, in the performance or omission of any act or responsibility of either Party; provided, however, without limiting the generality of the foregoing, Participant shall defend, indemnify, and hold harmless, Group and its, directors, officers, employees, Affiliates, representatives, and agents against any claims, losses, damages, costs, expenses, or liabilities, including costs and reasonable attorneys’ fees resulting from, arising out of, or related to any matters involving the actual or alleged malpractice by Participant or any Participating Provider or Participant’s respective directors, officers, employees, Affiliates, representatives, and agents, or any breach of the representations, warranties, and covenants set forth in ARTICLE 2 (Obligations of Participant). This indemnity shall not be construed to limit Group’s rights to common law indemnity.

5.5 Entire Agreement. The Agreement, Exhibits, and any attachments or any other documents incorporated and referred to herein, constitute the only and entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, representations, agreements and understandings between the Parties, whether written or oral, respecting the subject matter hereof.

5.6 Force Majeure. Notwithstanding anything in the Agreement to the contrary, the Parties shall each be excused, discharged and released from performance under the Agreement to the extent such performance is limited, delayed or prevented in whole or in part for any reason whatsoever not reasonably within the control of the affected Party, including but not limited to any acts of God, war, invasion, acts of foreign enemy, acts of terrorism, hostilities (whether war was declared or not) or by any laws or court order. The foregoing shall not be considered to be a waiver of any continuing obligations under the Agreement, and as soon as such conditions cease, the Party affected thereby shall promptly fulfill its obligations under the Agreement.

5.7 Independent Contractor Participant and Group shall at all times be acting and performing as independent contractors in the performance of the work, duties and obligations of the Parties pursuant to the Agreement, and nothing in the Agreement shall be construed or deemed to create a relationship of employer and employee, partner, joint venturer, affiliate, subsidiary or principal and agent. Except as may be expressly provided elsewhere in the Agreement, neither Party shall have or exercise any control or direction over the performance of services by the other Party to the Agreement.

5.8 Waiver. The waiver by either Party of any breach of a provision of the Agreement by the other Party shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or of a different provision of the Agreement.

5.9 Counterparts. The Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument.

5.10 Captions and Section Headings Captions and Section headings used herein are for convenience only and are not a part of this Exhibit or the Agreement; they do not in any way define, limit or amplify the terms and provisions of this Exhibit or the Agreement and shall not be used in construing it. References to Sections are to Sections in this Exhibit.

5.11 Severability. The provisions of the Agreement are severable. If any provision of the Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remaining provisions or enforceable parts thereof shall not be affected thereby and shall be enforced to the fullest extent permitted by law.

5.12 Third Party Beneficiaries Nothing in the Agreement, express or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Parties hereto and their respective permitted successors or assigns, any remedy or claim under, or by reason of, the Agreement and any term, covenant or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the Parties hereto and their permitted successors and assigns.

5.13 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when: (a) delivered by hand; (b) transmitted by telecopier with automatic confirmation of transmission; (c) delivered by FedEx or other reputable receipted express delivery service, or registered or certified mail, return receipt requested, postage prepaid; or (d) an attempted delivery by one of the means described in the foregoing subparagraphs (a) through (c) is refused by the addressee, in each case to the Parties at their respective address listed in the Agreement, or to such other address as shall have been given in writing by either Party to the other.