CHRONIC CARE MANAGEMENT SERVICES AGREEMENT

CHRONIC CARE MANAGEMENT SERVICES AGREEMENT THIS CHRONIC CARE MANAGEMENT SERVICES AGREEMENT ("Agreement ) is entered into effective the day of, 2016 ( Effective Date ), by and between ("Network") and ("Group"). Network and Group may be collectively referred to herein as the Parties, or individually as a Party. RECITALS A. Network operates a provider network and is a vehicle for facilitating the clinical integration and coordination of its participating providers in order to promote quality and efficiency gains in the delivery of health care. B. The Parties have entered into a participation agreement pursuant to which Group is a participant in Network's clinically integrated network of health care providers ("Participation Agreement"). Network generally offers care management services to physicians participating in the Network in an effort to ensure the best possible clinical care is provided to all patients and to enable participating physicians to have a single patient care model regardless of payor. These care management services are a benefit of participating in the Network. C. In addition to the general care management services offered to physicians participating in the Network, certain participating physicians desire for Network's care management team to assist Group with services necessary for the Group to bill for care coordination services furnished to patients with multiple chronic conditions pursuant to CPT Code 99490 (the "CCM Services") or pursuant to CPT Codes G0438 or 0439 related to an Annual Wellness Visit (the "AWV Services"). CCM Services and AWV Services are provided by the Network pursuant to the terms and conditions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. NETWORK DUTIES. 1.1 Care Management Services. Network will make available, as necessary, the services of licensed professional(s) and support staff to perform chronic care management services on behalf of Group with respect to Group patient/members who are identified by Group as eligible for CCM Services. The elements of CCM Services to be provided by Network or Group are identified on Schedule 1 attached hereto and incorporated herein by this reference. Network's licensed professionals shall be known as Care Managers, and together with support staff, shall be known as the Care Management Team. Decisions regarding the qualifications, numbers and types of individuals comprising the Care Management Team needed CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 1

to fulfill Network's responsibilities hereunder will be made within the reasonable discretion of Network. The Care Management Team will report to and conduct care management services under the supervision of a Group physician and also under the direction of the Network's Director of Care Management. The Group's Medical Director will act as a clinical resource to and provide medical direction for the Care Management Team working with Group patients. Network shall cooperate with Group personnel and consult with the Group physicians and other professionals, when appropriate, to ensure high quality patient care. 1.2 AWV Services. Network will make available, as necessary, the services of licensed professional(s) and support staff to perform the non-provider portion of the AWV Services on behalf of Group with respect to those Group patients who are identified by Group as eligible for AWV Services. The elements of the AWV Services to be provide by Network are identified on Schedule 3 attached hereto and incorporated herein by this reference. 1.3 Maintenance of Records and Reports. In accordance with federal law, Network and Group agree that until the expiration of four (4) years after furnishing of services provided under this Agreement, Network and Group will retain and make available to the Secretary of the United States Department of Health and Human Services (the Secretary ) and the United States Comptroller General, and their duly authorized representatives, this Agreement and all books, documents and records necessary to verify the nature and costs of those services, provided that access is required by cited law and regulations, and further provided that the request for such access complies with the procedural requirements of these regulations. 2. GROUP DUTIES. Group will maintain responsibility for medical management and patient care for its patients and those elements of CCM Services identified on Schedule 1 and those elements of AWV Services identified on Schedule 3. In addition, Group will ensure that its physicians, medical directors and other staff collaborate with the Care Management Team to ensure high quality patient care, including without limitation the following: 2.1 As standard operating procedure, collaborate, communicate and coordinate patient treatment decisions with the Care Management Team. 2.2 Supervise the Care Management Team by a licensed physician to satisfy the applicable CMS rules and regulations. 2.3 Provide access as necessary to electronic medical records; practice scheduling systems and office staff to assist in facilitating access. 2.4 As necessary, make available administrative support to facilitate records review and letter generation for the referral and treatment decision. 2.5 At Network s request, make available office space for Network care management staff to meet with patients and/or their families to allow for collaboration with physicians and appropriate office staff. CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 2

2.6 Collaborate with the Care Management Team to facilitate access to the applicable hospital documentation system, when available, for improved care coordination. 2.7 Group acknowledges that nothing in this Agreement is intended to modify the applicable standard of care to anything other than the standard of care applicable to physicians under applicable law. 2.8 In consideration of the investment by Network in its Care Management Team and the intellectual property associated with the Care Management Services, Group, including its affiliates, successors and members (collectively "Group Parties"), acknowledges this Agreement is intended to be exclusive and Group Parties shall not purchase Care Management Services from any entity other than Network during the term of this Agreement. The exclusivity of this arrangement can only be waived by Network in writing. 2.9 Group acknowledges the protocols, processes and other intellectual property utilized by Network pursuant to this Agreement will remain the property of Network both during this Agreement and post termination or expiration for any reason. Any use by Group of Network intellectual property post termination or expiration of this Agreement is strictly prohibited without the express written authorization of Network documented in a mutually agreeable license agreement. 3. INSURANCE AND INDEMNIFICATION. 3.1 Insurance. Throughout the term of this Agreement, Network shall carry professional liability insurance with a carrier rated A or better in Best s Insurance Report, in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate, covering Network and its Care Management Team providing services to Group at all times such services are being provided hereunder. Alternatively, Network may satisfy the insurance obligation identified in this Section by participating in the Trinity Health, Inc. captive insurance program. Evidence of such insurance shall be provided upon Group request. Network shall also maintain workers compensation coverage for Network and its Care Management Team as required by law. 3.2 Indemnification. Each Party shall be responsible for its own acts or omissions. Without limiting the foregoing, Group shall be responsible for the acts and omissions of its employees acting in the course and scope of their employment and practice, and Network shall be responsible for all services rendered by it and its Care Management Team. Each Party shall indemnify, defend and hold the other Party and its employees harmless from and against any and all claims, allegations, suits, awards, damages, judgments, costs (including reasonable costs of defense and attorney fees), expenses and liability, which arise out of the negligence or other tortious or unlawful conduct (including, but not limited to, claims for malpractice, intentional torts, discrimination and harassment) of the other Party or its employees or agents, if any. Both Parties are required to notify the other within 10 days of receipt of any lawsuits, claims, proceedings or other notices of intent to file a lawsuit based in any manner on services rendered pursuant to this Agreement. If both Parties have an obligation to the other Party under CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 3

the foregoing provisions, comparative fault principles shall be applied to allocate payment between the Parties. 4. BILLING. 4.1 CCM Services. In consideration of CCM Services provided by Network on behalf of Group, Group will pay Network a fee equal to forty-seven percent (47%) of the amount collected by Group for each CPT 99490 (or functionally equivalent code related to non- Medicare payors) billed and collected by Group in any given month. Group will remit payment of this fee to Network on a quarterly basis and not later than thirty (30) days following the receipt of the invoice from the Network. Network shall have the right to audit Group's books and records to validate the proper payment. 4.2 AWV Services. In consideration of the AWV Services provided by Network on behalf of Group, Group will pay Network a fee equal to fifty percent (50%) of the amount collected by Group for each CPT G0438 (or functionally equivalent code related to non- Medicare payors) billed and collected by Group in any given month and a fee equal to fifty-four percent (54%) of the amount collected by Group for each CPT GO439 (or functionally equivalent code related to non-medicare payors) billed and collected by Group in any given month. Group will remit payment of this fee to Network on a quarterly basis and not later than thirty (30) days following the receipt of the invoice from the Network. Network shall have the right to audit Group's books and records to validate the proper payment. 5. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and continue for a period of one (1) year. This Agreement shall automatically renew for successive one (1) year terms. 5.1 Termination Without Cause. This Agreement may be terminated at any time by either Party without cause upon the expiration of sixty (60) days following written notice to the other Party. 5.2 Termination for Cause. This Agreement may be terminated immediately in the event either Party defaults in performance of a material obligation required under this Agreement and such default is not cured to the sole satisfaction of the non-defaulting Party within seven (7) days after the defaulting Party receives written notice of default. 5.3 Termination for Illegality. This Agreement may be terminated by either Party if it is deemed to be illegal after the Parties have complied with Section 9.6 hereof, relating to changes in and compliance with the law. 5.4 Effect of Termination. The termination (including expiration) of this Agreement shall not limit any Party s rights for damages resulting from a default hereunder or limit any Party s rights for indemnification or reimbursement. Without limiting the foregoing, Sections 3.2, 5.4, 6,8 and 9, and their respective subsections, shall survive any termination (including expiration) of this Agreement. CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 4

6. RELATIONSHIP BETWEEN THE PARTIES. In the performance of the work, duties and obligations of the Network pursuant to this Agreement, it is understood and agreed that Network is at all times acting as an independent contractor and not as an employee of Group. Network and Group intend to create an independent contractor relationship. Network controls the means, methods and details of the work by which it provides Care Management Services. Network shall pay all required income taxes, unemployment insurance, social security or other withholding of its Care Management Team and its other agents and employees as required by applicable law. Nothing in this Agreement establishes either an employment, agency or other relationship between the Parties, or between Network s Care Management team and Group. Neither Network nor Group may bind the other, transact any business in the other s name, make representations, assume or incur any liability on behalf of the other. Nothing in this Agreement requires Network to refer any patients to Group nor does anything require Group to refer patients to Network or its affiliates. 7. ASSIGNMENT. The rights and obligations of Network are personal and may not be assigned or assumed either voluntarily or by operation of law without specific written consent of all Parties hereto, which consent may be withheld in a Party s sole discretion. 8. THIRD PARTY BENEFICIARIES. There are no intended third-party beneficiaries under this Agreement. 9. GENERAL PROVISIONS. 9.1 Time and Terms of Essence. Time is of the essence in this Agreement. Additionally, all terms and conditions hereof are intended to be of the essence. 9.2 Integration. This Agreement is the entire agreement between the Parties, and there are no oral or other agreements existing between the Parties relative to the subject matter hereof. 9.3 Modification. The Parties hereto may, at any time hereafter, modify or amend this Agreement by a subsequent written agreement executed by both Parties. This Agreement may not, however, be modified or amended orally, nor shall this Agreement be deemed modified or amended in any way, by any act of the either of the Parties hereto. 9.4 Attorney Fees. Each Party shall be entitled to all rights and remedies provided at law or in equity for breach of the terms of this Agreement. In the event of any controversy, claim or action is filed or instituted between the Parties to this Agreement to enforce the terms and conditions of this Agreement or arising from the breach of any provision hereof, the prevailing Party will be entitled to receive from the other Party all costs, damages and expenses, including reasonable attorney fees incurred by the prevailing Party, whether or not such controversy or claim is litigated or prosecuted to judgment. The prevailing Party will be that Party which is awarded judgment as a result of trial or arbitration, or that Party that receives a payment of money from the other Party in settlement of claims asserted. All remedies provided hereunder shall survive the termination of this Agreement. CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 5

9.5 Governing Law. It is agreed that this Agreement shall be governed by the laws of the state in which Network is located, without regard to conflicts of laws principles thereof. 9.6 General Compliance with Laws. It is the intent of the Parties that the terms of this Agreement be in strict compliance with applicable laws, statutes, rules and regulations including, but not limited to, Medicare fraud and abuse, Joint Commission guidelines, and the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ). If, in the opinion, of either Party s legal counsel, laws, regulations, interpretations or rulings raise questions regarding the enforceability of this Agreement, or if strict compliance with this Agreement would not be consistent with any applicable laws, statutes, rules or regulations, or if any authority commences regulatory or enforcement action, the Parties shall renegotiate any terms of this Agreement to cure the terms to secure such strict compliance. In the event the Parties, after exercising the utmost good faith, have been unable to renegotiate the terms of this Agreement within thirty (30) days, either Party shall be entitled to immediately terminate this Agreement. 9.7 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be determined by a court of competent jurisdiction to be invalid, illegal, unconscionable or unenforceable in any respect, and the Agreement is unable to be renegotiated herein, this Agreement shall be construed as if such provision had never been contained herein, and all remaining terms and provisions herein will remain in force, to the fullest extent permitted by law. 9.8 Notices. Any notice under this Agreement shall be in writing and be delivered in person, by public or private courier services (including U.S. Postal Service Express Mail), or by certified mail with return receipted requested. All notices shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time direct in writing: Network: Group: CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 6

Any notice shall be deemed to have been given on the earlier of: (a) actual delivery or refusal to accept delivery; or (b) the date of mailing by certified mail. Actual notice, however and from whomever received, shall always be effective. 9.9 Entity Authority. Each Party represents that the individual signing on such Party s behalf has full power and authority to execute this Agreement and the Party has the ability to perform such Party s Obligations hereunder. 9.10 Execution in Duplicate. This Agreement and any amendments shall be executed in duplicate with one duplicate to be obtained by each Party. Each duplicate shall be deemed an original, but both duplicates together shall constitute one Agreement. 9.11 Non-Waiver. A waiver of the breach of any term or condition of this Agreement by either Party shall not constitute a waiver of any subsequent breach or breaches. 9.12 Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 9.13 Non-Discrimination. Each Party shall comply with all federal, state and local statutes relative to civil rights and discrimination including, but not limited to, Title VII of the Civil Rights Act of 1964, and the Age Discrimination in Employment Act of 1967. No patient and/or employee shall be discriminated against because of race, national origin, age, sex, creed, sexual orientation, diagnosis or disability. 9.14 Recitals and Exhibits. The Recitals and Exhibits to this Agreement are an integral part hereof and are incorporated by this reference as if set forth in full herein. 9.15 Force Majeure. Unless otherwise specified herein, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the Party obligated to perform (except for financial ability), shall excuse the performance, except for the payment of money, by such Party for a period equal to any such prevention, delay or stoppage. 9.16 No Debarment. Each Party represents that neither it nor its employees or agents have been convicted of a criminal offense related to health care, or listed by a federal or state agency as debarred, excluded or otherwise ineligible for federal or state program participation. CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 7

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective on the date written above. Network : a corporation Group : a corporation By: Its: By: Its: CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 8

Schedule 1 CCM Services CCM Scope of Service Requirement A group physician (or the billing practitioner) shall furnish a comprehensive evaluation and management visit, Annual Wellness Visit or Initial Preventive Physical Examination to the patient prior to billing the CCM Service and to initiate the CCM Service as part of this visit/exam. Responsible Party Structured recording of demographics, problems, medications, medication allergies and the creation of a structured clinical summary record. Inform the patient of the availability of the CCM service and obtain written agreement to have the services provide, including authorization for the electronic communication of medical information with other treating practitioners and providers. The written authorization shall be consistent with the document attached to this Agreement as Schedule 2. In the patient's medical record, document this discussion and note the patient's decision to accept or decline the service. Group shall also explain how to revoke the CCM service and inform the patient that only one practitioner can furnish and be paid for the service during a calendar month. Creation of a patient centered care plan based on physical, mental, cognitive, psychosocial, functional and environmental assessment and an inventory or resources and supports; a comprehensive care plan for all health issues. Share the care plan with the beneficiary and document the care plan in the electronic medical record. Systematic assessment of the patient's medical, functional and psychosocial needs. System-based approaches to ensure timely CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 9

receipt of all recommended preventive care services. Medication reconciliation with review of adherence and potential interactions. Oversight of patient self-management of medications. Oversight of transitions between and among providers and settings. Coordinate care with home and community based clinical service providers. Inform the patient of the availability of the CCM service and obtain written agreement to have the services provide, including authorization for the electronic communication of medical information with other treating practitioners and providers. In the patient's medical record, document this discussion and note the patient's decision to accept or decline the service. Group shall also explain how to revoke the CCM service and inform the patient that only one practitioner can furnish and be paid for the service during a calendar month CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 10

Schedule 2 AGREEMENT TO RECEIVE MEDICARE CHRONIC CARE MANAGEMENT SERVICES Medicare covers chronic care management services provided by physician practices each calendar month. I understand that my primary care physician, named below, is willing to provide such services to me, including the following: Access to my care team 24 hours a day, 7 days a week, including telephone access and other non-face to face means of communications. The ability to get successive routine appointments with my designed primary care physician or member of my care team. Care management of my chronic conditions, including scheduling of all recommended preventive care services, medication reconciliation, and oversight of my medication management. Creation of a comprehensive plan of care for all my health issues that is specific to me. Management of my care as I move between and among health care providers and settings. Coordination with home and community based providers of clinical services. I understand as part of these services I will receive a copy of my comprehensive plan of care. I also understand that I can revoke this agreement at any time 9effective at the end of the calendar month) and can choose, instead, to receive these services from another health care professional after the calendar month in which I revoke this agreement. Medicare will only pay one physician or health professional to furnish me chronic car management services within a given calendar month. I understand these chronic care management services are subject to the usual Medicare deductible and coinsurance applied to physician services. I hereby indicate by signature on this agreement that is designated as my primary care physicians for purposes of providing Medicare chronic care management services to me and billing for them. My signature also authorizes my primary care physician to electronically communicate my medical information with other treating providers as part of the care coordination involved in chronic care management services. This designation is effective as of the date below and remains in effect until revoked by me. Patient Name (please print): Patient or guardian signature: Date: CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 11

Schedule 3 AWV Services CHRONIC CARE MANAGEMENT SERVICES AGREEMENT Page 12