Read AccessHealth Interactive Enrollment Forms text version

AccessHealth Interactive Enrollment Forms

Before printing these forms, please read the following instructions.

Step 1: Type your pharmacy information into the fields below. The information you fill-in the first time will be automatically entered into the appropriate fields where this information is repeated. If you have version 7.0 or higher of Adobe Acrobat Reader, you can save the information you type in if needed. Print completed forms and sign where designated. Fax completed/signed forms to AccessHealth's enrollment department at: 888-254-1140 (A fax cover sheet is provided at the end of this document) or mail to: AccessHealth Enrollment Department 6530 West Campus Oval, Suite 250 New Albany, OH 43054

Step 2: Step 3:

Please be sure to include the following documents: Pharmacy Provider Participation Enrollment Forms** Pharmacy Participation Disclaimer** Express Scripts Provider Authorization Form** CaremarkPCS Agency Addendum** Banking Information Form** (along with a copy of a voided check) Long Term Care Addendum** (applicable if your pharmacy meets the outlined CMS criteria) Consolidated Reimbursement Program Top PBM List NCPDP Provider ID & NPI Update Form** NCPDP Pharmacy Affiliation Relationship Affidavit** Include copies of your pharmacy's state license, DEA certificate, NPI assignment letter, and liability insurance certificate (minimum amount should be $1M per occurrence / $3M in aggregate) ** NOTE: These documents require a signature

Thank you. AccessHealth Enrollment Department 800-824-1763, option 3

PHARMACY PROVIDER PARTICIPATION ENROLLMENT FORM Last Revised 2/7/2008 The terms of the agreement between the Provider and AccessHealth (Strategic Health Alliance II, Inc.) shall be as set forth in this Agreement, and the Pharmacy Provider Participation Agreement (collectively the "AccessHealth Agreement"), which are incorporated herein by reference. The entire AccessHealth Agreement shall be in your possession or will be sent to you upon receipt of this agreement. You may cancel your agreement with AccessHealth if for any reason you are not satisfied with any of the terms or conditions contained in the AccessHealth Agreement by delivering written notice of your election to cancel to AccessHealth within 10 days after receipt of the AccessHealth Agreement. If you have not given AccessHealth written notice of election to cancel on or before 10 days after your receipt of the AccessHealth Agreement, you will be deemed to have consented and agreed to all terms, covenants, conditions, and agreements contained in the AccessHealth Agreement, including those contained in this Agreement. IN WITNESS THEREOF, the foregoing Agreement between AccessHealth and Provider is entered into by and between the undersigned parties, to be effective this ______ day of __________________, ______. Present membership fee: $100.00 per month (This is included in your monthly fee if you are a Health Mart member)

Pharmacy Network (For Internal Use Only) AccessHealth (630) Pharmacy Information Pharmacy name (DBA name): Street address: City: Phone #: Pharmacy NCPDP #: Federal Tax ID #: Medicaid #(s) and state(s) : Medi-Cal # (CA only): Medicare #: Medicare # effective date: State license #: Seller's permit #: Controlled substance #: DEA #: After hrs phone #: Email address: Date of ownership: Capable of filing electronic COB claims? Accept assignment: Medicare # expiration date: State license # exp date: Seller's permit # exp date: Controlled sub # exp date: DEA # expiration date: Emergency/24hr. phone #: Website address: Approx sq ft: Please include copy of certificate Please include copy of certificate Please include copy of certificate Please include copy of certificate Yes Yes No No State: Fax #: NPI #: State Tax ID #: AccessHealth Plus (605) Corporate/Legal name: County: Zip: Other

Payment Address (This is the address to which we will mail your remittance statements) If payment address is the same as the store address, check here: Address: City: Phone #: McKesson Account Information McKesson Representative name: SMO log in ID: Name on account log in: McKesson acct #: State: Fax #: Zip:

Please list additional Supply Management Online (SMO) user information on separate sheet if multiple SMO accounts should be given access to the managed care site.

Please fax completed form to AccessHealth's enrollment department at: 888-254-1140

Or mail to: AccessHealth, 6530 West Campus Oval, Ste 250, New Albany, OH 43054 1 of 5

PHARMACY PROVIDER PARTICIPATION ENROLLMENT FORM

Pharmacy Background Yes No Does your pharmacy currently use McKesson as its primary wholesaler? Yes No Is your pharmacy a Health Mart pharmacy? Yes No Is your pharmacy currently participating in a franchise? If yes, name of franchise: Yes No Is your pharmacy a member of a buying group? If yes, name of group: Yes No Is your pharmacy currently affiliated with another managed care organization? If yes, which one: Yes No Is your pharmacy commonly owned with 3 or more pharmacies? If yes, please provide NCPDP #s:

Last Revised 2/7/2008

Yes Yes Yes Yes Yes Yes Yes

No No No No No No No

Does your pharmacy currently have its own NCPDP chain code? If yes, the number: Is your pharmacy currently open for business? If no, expected opening date: Has your pharmacy ever undergone a change of ownership? If yes, when: Has your pharmacy ever changed names? If yes, previous name: Is your pharmacy currently in good standing with the State Board of Pharmacy and/or other federal or state licensing authorities? Has your pharmacy ever had its license suspended or revoked by the State Board of Pharmacy or other federal or state licensing authorities? Under current ownership, has this pharmacy, or any of its principals, ever filed for bankruptcy or reorganization?

Pharmacy System Information Software vendor: Consultation software: Online claims submission: Pharmacy Location Miles to closest retail pharmacy: Pharmacy Hours Twenty-four-hour service?

Sunday Monday -

Switch provider: Internet access: Yes No Maintain patient files electronically? Store in same county: Emergency services only:

Wednesday -

Yes Yes No

No No

Yes Total hours open per week:

Yes

No

Tuesday

(Please round to the nearest whole number)

Thursday -

Friday -

Saturday -

Taxonomy/Business Type (Check all that apply) Community/Retail: Closed-door: Mail order: Home infusion: Veterans health administration: Indian health/Tribal/Urban indian health: Institutional: 340B: Long Term Care: Clinic: Self-admin injections: Other:

% % % % % % % % % % % Please specify:

Managed care pharmacy: Specialty pharmacy: Nuclear pharmacy: Military pharmacy: Chain drug store: Apothecary only: Unit dose packaging: DME: HME: Internet pharmacy:

% % % % % % % % % %

Please fax completed form to AccessHealth's enrollment department at: 888-254-1140

Or mail to: AccessHealth, 6530 West Campus Oval, Ste 250, New Albany, OH 43054 2 of 5

PHARMACY PROVIDER PARTICIPATION ENROLLMENT FORM

Pharmacy Services (Check all that apply) Yes Compliance program: Drug interaction monitoring: Health care screenings: Delivery: Automatic dispensing units: Accept electronic prescriptions (excluding fax): Website for refills: Drive thru service: Handicap accessible: Braille labeling: TTY (hearing impaired): Compounding (Check all that apply) Prescription compounding: If yes, please specify degree of difficulty : Clean Room: Oven: Hood: PCCA Member: Additional Charge? Medical literature: Blood pressure machine: Blood pressure screening: Brown bag program: Meds-On-Time packaging: Patient counseling: On-site med clinic: Patient consultation area: Please specify: Private: Semi-private: Yes

Last Revised 2/7/2008

Additional Charge?

#:

Yes

No

%

Languages Spoken by Staff (Check all that apply) English: Korean: Chinese: Russian: French: Spanish: German: Other: Japanese: Please specify:

Patient Care/Disease Management (Check all that apply) Yes AIDS: Asthma: Alzheimer's: Cholesterol: Coumadin: Diabetes: Dyslipidema: Gastrointestinal: Home infusion service: Hospice: Hyperlipidemia: Hypertension: Inoculations: IVR for Rx refills: Nutrition/Weight loss: Osteoporosis screening: Respiratory: Smoking cessation: Thyroid: Specify other programs: Certified If yes, by what organization

Please fax completed form to AccessHealth's enrollment department at: 888-254-1140

Or mail to: AccessHealth, 6530 West Campus Oval, Ste 250, New Albany, OH 43054 3 of 5

PHARMACY PROVIDER PARTICIPATION ENROLLMENT FORM

Additional Documentation Does your pharmacy service Long Term Care facilities? Does your pharmacy provide home infusion services? Does your pharmacy hold rural rate contracts? Does your pharmacy offer immunizations?

Last Revised 2/7/2008

Yes*

No

*Additional paperwork required to be attached to LTC contracts

Yes*

No

*Additional paperwork required to be attached to HIS contracts *Additional information required to be attached to AccessHealth's rural contracts

Yes*

No

Yes*

No

*If yes, please provide:

Certificate #: Expiration Date:

Do you have a log in/password for Community MTM Services, (CMTM)?

Yes

No

If no, please list the name and email of the individual who should receive the password*: Name: Title: Email: *If you own multiple locations and would you like to designate more than one person as a CMTM administrator, please list their name , title, email, and NCPDP# on a separate sheet of paper

Does your pharmacy provide vaccinations? Vaccines Provided (Check all that apply) Vaccine: ACTHIB ATTENUVAX COMVAX ENGERIX-B GARDASIL HAVRIX HIBTITER IMOVAX RABIES IPOL JE-VAX MENACTRA MENOMUNE-A/C/Y/W-135 VIAL MERUVAX II VACCINE/DILUENT M-M-R II M-R-VAX II

Yes*

No

*In the table below, please select all vaccinations that apply

Yes

Vaccine: MUMPSVAX PEDVAXHIB PROQUAD VIAL RABAVERT RABIES RECOMBIVAX ROTATEQ TWINRIX TYPHIM TYPHOID VAQTA VARIVAX VACCINE W/DILUENT VIVOTIF BERNA YF-VAX ZOSTAVAX VIAL

Yes

Please fax completed form to AccessHealth's enrollment department at: 888-254-1140

Or mail to: AccessHealth, 6530 West Campus Oval, Ste 250, New Albany, OH 43054 4 of 5

PHARMACY PROVIDER PARTICIPATION ENROLLMENT FORM

Pharmacy Liability Insurance Policy Information Carrier: Agent: Agent phone #: Amount per occurrence:* (minimum requirement is $1 million) Expiration date: Are the store pharmacists covered under this policy? Yes Policy #: Agent fax #: Aggregate:* (minimum requirement is $3 million) *Please include copy of certificate. No

Last Revised 2/7/2008

Name of Pharmacist in Charge: Name of Pharmacist: Name of Pharmacist: Name of Pharmacist: Name of Pharmacist: Name of Licensed Tech: Name of Licensed Tech: Name of Licensed Tech: Please include copy of certificate for each pharmacist and licensed tech

License #: License #: License #: License #: License #: License #: License #: License #:

Exp Date: Exp Date: Exp Date: Exp Date: Exp Date: Exp Date: Exp Date: Exp Date:

Please list additional names of pharmacists or licensed techs on a separate sheet of paper with a copy of their certificate included. Have any of the pharmacists listed above been disciplined by the State Board of Pharmacy?

Yes

No

If yes, please explain:

Shareholders Please indicate name(s) of shareholder(s) who have a 5% or greater interest in the pharmacy. If shareholder is a pharmacist, please include license number and expiration date of license.

Name: Name: Name: Name:

License #: License #: License #: License #:

Exp Date: Exp Date: Exp Date: Exp Date:

Please list additional names of shareholders on a separate sheet of paper. Signature of Authorized Pharmacy Representative I certify that the information included is accurate and complete. AccessHealth Representative

Signature: Print Name: Title:

Date:

Signature:

Date:

Address: 6530 West Campus Oval, Ste 250, New Albany, OH 43054

Please fax completed form to AccessHealth's enrollment department at: 888-254-1140

Or mail to: AccessHealth, 6530 West Campus Oval, Ste 250, New Albany, OH 43054 5 of 5

PHARMACY PARTICIPATION DISCLAIMER/ PHARMACY AFFILIATION CHANGE REQUEST

**MUST BE COMPLETED BY THE OWNER OR OTHER AUTHORIZED REPRESENTATIVE OF THE PHARMACY**

Effective immediately, I wish to make AccessHealth my primary third party affiliation with all pharmacy benefit managers (PBMs) and other third party payors with whom AccessHealth contracts. I understand that the PBMs and the third party payors with whom AccessHealth has a single-check processing relationship will send all claims data, remittance advice and/or payments from my pharmacy activity directly to AccessHealth. I understand that the National Council for Prescription Drug Programs (NCPDP) has my pharmacy registered as a part of the AccessHealth chain. The NCPDP chain code that has been assigned is 630. I am aware that the preceding information and payments for my pharmacy's claim activity will continue to be sent to AccessHealth until my termination from the above NCPDP chain code. Pharmacy Name: __________________________________________________________ NCPDP #: _______________________________ McKesson Acct #: _________________ NPI #: _________________________________ Federal Tax ID #: _________________

DEA #: _________________________________ Expiration Date: __________________ State License #: __________________________ Expiration Date: __________________ Pharmacy Address: ________________________________________________________

STREET ADDRESS

_________________________________________________________________________

CITY

STATE

ZIP CODE

Contact Name: _____________________________________________________________ Phone #: _________________________________________________________________ Fax #: ___________________________________________________________________ Authorized Owner/Representative Name: _______________________________________

Please Print

Authorized Owner/Representative Signature: ____________________________________ Title: _____________________________________________________________________ Date:____________________________

or mail to: AccessHealth, 6530 West Campus Oval, Ste 250, New Albany, OH 43054 Attention: _____________________

Last Revised 2/ 7/ 2008

Please fax completed form to 888-254-1140

This document contains Express Scripts, Inc. proprietary information and/or data. Recipient, by accepting this document, agrees that it will not duplicate, use, or disclose-in whole or in part-this document, or the information contained therein, or any part thereof to others for any other purpose except as specifically authorized in writing by Express Scripts, Inc. EXEMPT FROM PUBLIC DISCLOSURE: Information contained herein is confidential information of Express Scripts, Inc. and is exempt from public disclosure under 5 U.S.C. §552 (b). Do not disclose outside of the recipient organization of the United States Government.

EXECUTION ORIGINAL

SCHEDULE-2

PROVIDER AUTHORIZATION

PHARMACY PARTICIPATION DISCLAIMER/PHARMACY AFFILIATION CHANGE REQUEST THIS FORM MUST BE COMPLETED BY THE OWNER OR OTHER AUTHORIZED REPRESENTATIVE OF THE PHARMACY

The undersigned pharmacy ("Provider") acknowledges and agrees that it has provided to Strategic Health Alliance II, dba AccessHealth NCPDP Chain Codes 630 and 605, a wholly owned subsidiary of the McKesson Corporation ("AccessHealth") all right and authority to act on its behalf to negotiate terms and conditions, including, but not limited to, reimbursement rates, AccessHealth deems appropriate for Provider to participate as a pharmacy in the networks of all pharmacy benefit managers ("PBMs") and other third party payors with which AccessHealth contracts. Provider agrees to abide by all terms and conditions set forth in the agreements accepted and entered into by AccessHealth with PBMs and other third party payors ("Provider Agreements"). Provider acknowledges that (i) AccessHealth and PBMs and other third party payors may have entered into certain agreements pursuant to which AccessHealth has agreed to perform certain services for PBMs or third party payors (the "Services Agreement") and (ii) in the event the Services Agreement is terminated for any reason, PBMs and/or third party payors shall have the right, but not the obligation, to terminate the Provider Agreement upon written notice to Provider. By executing this Provider Authorization, the undersigned: (i)understands and agrees that any existing provider agreement with PBMs and third party payors, as amended by all amendments and addenda thereto, shall be superseded and replaced in accordance with the terms and conditions of the Provider Agreement; (ii) represents that he/she has the authority to, and by signing below hereby does, bind Provider to the terms and conditions set forth in the Provider Agreement, including any Binding Arbitration obligation contained therein, (iii) agrees that the rates, terms and conditions included in the and Provider Agreement represent Confidential Information and must not be disclosed to entities which are not the Provider or AccessHealth; (iv) authorizes AccessHealth to negotiate amendments/addenda to the Provider Agreement and hereby agrees to comply with any such terms and conditions contained therein as if negotiated directly by Provider; and (v) understands and agrees that the AccessHealth has a single-check processing relationship with the PBMs and third party payors with whom AccessHealth has contracted. Accordingly, PBMs and third party payors will send all claims data, remittance advice and/or payments from Provider's activity directly to AccessHealth. Provider understands that the National Council for Prescription Drug Programs (NCPDP) lists Provider and has Provider registered as a part of the AccessHealth chain. The NCPDP chain code that has been assigned is 630. Provider acknowledges and agrees that its relationship with AccessHealth and payments for Provider's claim activity will continue to be sent to AccessHealth until Provider's termination from the above NCPDP chain code.

_______________________________________

Pharmacy Name DBA Name

(Corporate Name)

_______________________________________

McKesson Account Number

_______________________________________ _______________________________________

Address

_______________________________________

Federal Tax ID Number

_______________________________________

Contact Name

_______________________________________

City, (NCPDP Number) State, Zip Code

_______________________________________

Phone Number Fax Number

_______________________________________ _______________________________________

(NPI Number)

ACCEPTED BY DULY AUTHORIZED REPRESENTATIVE: By: Name: Title: Date:

Signature

_______________________________________

DEA Number & Expiration Date

Please Print

_______________________________________

State License Number & Expiration Date

Copyright © 2007 Express Scripts, Inc. All rights reserved. PSAO Services Agreement Revised 1-07

Schedule 2-1

Confidential and Proprietary

130455v5

AGENCY ADDENDUM TO Caremark PROVIDER AGREEMENT

This agency addendum to the Caremark Provider Agreement (the "Addendum") is entered into between Caremark, and the undersigned provider ("Provider") and shall become effective, and binding on the Provider as of _____________________, 20___ (the "Effective Date").

R E C I T A L S:

A. Caremark and Provider have previously entered in that certain Caremark Provider Agreement (the "Provider Agreement"). Capitalized terms not defined herein shall have the meanings used in the Provider Agreement. B. Caremark and the administrator identified on the signature page of this Addendum ("Administrator") have entered into an administrator agreement (the "Administrator Agreement") whereby Administrator, pursuant to various agency addenda, has been designated an attorney-in-fact for certain providers to perform certain functions under the Provider Agreement on providers' behalf as set forth in the Administrator Agreement and the agency addenda. A copy of the Administrator Agreement is attached as Exhibit "A." C. Caremark and Provider wish to amend the Provider Agreement so as to designate Administrator as its attorney-in-fact to perform certain functions under the Provider Agreement on Provider's behalf as set forth in the Administrator Agreement and this Addendum. Now, therefore, Caremark and Provider agree as follows: 1. Appointment of Attorney-in-Fact. Provider hereby appoints and designates Administrator as its attorney-in-fact to perform those functions set forth in the Administrator Agreement, including, without limitation, (i) enrolling and disenrolling Provider in one or more Caremark Networks, (ii) receiving certain notices, documents, information and materials required by or related to the Caremark Provider Agreement, including, without limitation, any amendments contemplated by Section 1.3. (collectively, the "Caremark Information") and (iii) entering into amendments to the Provider Agreement on Provider's behalf. Provider acknowledges that, while this Addendum is in effect, (i) Administrator shall have the sole authority to enroll or disenroll Provider in a Caremark Network and (ii) Provider's enrollment or nonenrollment in a Caremark Network is subject to the terms of the Administrator Agreement. Delivery of Caremark Information to Administrator. Provider acknowledges that Caremark may deliver any and all Caremark Information directly to Administrator on Provider's behalf. To the extent applicable to certain Caremark Information, Caremark shall deliver such Caremark Information to Administrator in the manner and within the time frame required by the Provider Agreement. Provider hereby waives the requirements in the Provider Agreement that Caremark shall deliver such Caremark Information to Provider in the manner and within the time frame required by the Provider Agreement. Provider acknowledges that, in accordance with the Administrator Agreement, Administrator has undertaken to promptly furnish to Provider all Caremark Information furnished to Administrator by Caremark for distribution to Provider.

Page 1

2.

___________________________________________________________________________________________

Caremark AGENCYADD.DOC 7-13-04

This document contains proprietary information of Caremark. and may not be used for any purpose other than to evaluate entering into a relationship with Caremark, nor may it be duplicated or disclosed to others for any purpose. Caremark may change this document from time to time at its discretion.

Nothing in this Section 2 shall limit Caremark's right communicate with, or provide the Caremark Information directly to, Provider. 3. Termination of Appointment of Attorney-in-Fact. Commencing with the Effective Date, the above appointment and designation shall remain in effect until ten (10) days after Provider notifies Caremark of Provider's wish to terminate this Addendum pursuant to the notice procedures set forth in Section 8.7 of the Provider Agreement. Additionally, at the same time Provider notifies Caremark of Provider's wish to terminate this Addendum, Provider shall also notify Administrator pursuant to the notice procedures set forth in Section 8.7 of the Provider Agreement. Any notice given to Administrator pursuant to Section 8.7 of the Provider Agreement shall be sent to Administrator's address as set forth on the signature page of the Administrator Agreement. Disclosure of Information. While this Addendum is in effect, Provider authorizes both Caremark and Administrator to make available any and all information regarding Provider to Caremark or Administrator, as the case may be, to the extent necessary for Caremark or Administrator to perform its obligations under the Administrator Agreement. Fees Charged to Participating Providers. Caremark shall assess Provider a charge of thirtyfive dollars ($35.00) to enroll in Administrator's program. If Provider disenrolls from Administrator's program and then re-enrolls in Administrator's program, Provider shall be charged thirty-five dollars ($35.00). Enrollment fees shall be setoff against Provider's claims reimbursements. Indemnification. Provider agrees to indemnify and hold Caremark, its shareholders, directors, employees, agents and representatives free and harmless for, from and against any and all liabilities, losses, settlements, claims, demands, and expenses of any kind (including attorneys' fees and costs), that may result or arise out of any breach of, any negligence or misconduct of Administrator in the performance of, or omission of, any act or responsibility assumed by Administrator under the Administrator Agreement. Other Provider Agreement Provisions. Except as expressly amended by this Addendum, all other provisions of the Provider Agreement shall continue in full force and effect. [This space left intentionally blank.]

4.

5.

6.

7.

___________________________________________________________________________________________

Caremark AGENCYADD.DOC 7-13-04 Page 2

This document contains proprietary information of Caremark. and may not be used for any purpose other than to evaluate entering into a relationship with Caremark, nor may it be duplicated or disclosed to others for any purpose. Caremark may change this document from time to time at its discretion.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their respective officers or representatives duly authorized so to do effective as of the date set forth above. Provider Info: (Please Print) Date: ___________________________ Caremark. _______________________________ Gregory Madsen V.P. Retail Services Network Management

Provider Name: __________________________________ NCPDP #: Address: ___________________________ _________________________________

STREET ADDRESS

_______________________________________

CITY

STATE

ZIP CODE

Phone: Fax:

___________________________ ___________________________

State Medicaid #___________________________ DEA # ___________________________

State License # ___________________________ Federal Tax ID #___________________________ Printed Name: ___________________________ Title: Signature: ___________________________ ___________________________

ADMINISTRATOR HEREBY AGREES AND CONSENTS TO THE ABOVE APPOINTMENT AND DESIGNATION. Administrator Date: Administrator Name: By: Signature: ____________________________ AccessHealth A044-00026________ ____________________________ Printed Name and Title: _____________________________

Page 3

___________________________________________________________________________________________

Caremark AGENCYADD.DOC 7-13-04

This document contains proprietary information of Caremark. and may not be used for any purpose other than to evaluate entering into a relationship with Caremark, nor may it be duplicated or disclosed to others for any purpose. Caremark may change this document from time to time at its discretion.

BANKING INFORMATION FORM

Check one: ____New member ____Different bank account ____Request change from paper check to electronic funds transfer ____Request change from electronic funds transfer to paper check* ____Transfer of ownership** ____Other:_______________________________________

Please specify

The undersigned authorized representative and owner of

(Pharmacy Name)

(NCPDP#)

hereby requests AccessHealth to change its banking information for receipt of third party receivables of AccessHealth to the account on the check attached below: The effective date of this change is ______________

(Date received by AccessHealth if left blank)

signature of current owner

date

**signature of new owner

date

* There is a $10 fee, per check, with a maximum of one check issued per week. ** If pharmacy is transferring ownership, both the current owner and new owner must sign.

Type of account: Checking account: ______ Savings account: ______ (If savings account, please include a

copy of bank letter indicating routing and account number.) Attach a copy of a VOIDED check; a deposit slip is not acceptable.

Please fax back to AccessHealth enrollment department at: 1-888-254-1140

Last revised 2/7/08

Long Term Care Medicare Part D

As defined by the final regulation for the Medicare drug benefit, LTC facilities include skilled nursing facilities as defined under Title XVIII of the Social Security Act (the Act), or a medical institution or nursing facility for which Medicaid makes payment throughout a month as defined under Title XIX of the Act. CMS has developed the following minimum performance and service criteria for pharmacies providing LTC service.

I.

Performance and Service Criteria for Network LTC pharmacies (NLTCPs)

CHECK THE APPROPRIATE LINE FOR YOUR PHARMACY Even if you do not actually perform or provide one or more of the 10 CMS criteria, you may still qualify as having satisfied the specific criterion if you outsource that service to a qualified provider.

1. Comprehensive Inventory and Inventory Capacity -- NLTCPs must provide a comprehensive inventory of Plan formulary drugs commonly used in the long term care setting. In addition, NLTCPs must provide a secured area for physical storage of drugs, with necessary added security as required by federal and state law for controlled substances. This is not to be interpreted that the pharmacy will have inventory or security measures outside of the normal business setting.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 2. Pharmacy Operations and Prescription Orders -- NLTCPs must provide services of a dispensing pharmacist to meet the requirements of pharmacy practice for dispensing prescription drugs to LTC residents, including but not limited to the performance of drug utilization review (DUR). In addition, the NLTCP pharmacist must conduct DUR to routinely screen for allergies and drug interactions, to identify potential adverse drug reactions, to identify inappropriate drug usage in the LTC population, and to promote cost effective therapy in the LTC setting. The NLTCP must also be equipped with pharmacy software and systems sufficient to meet the needs of prescription drug ordering and distribution to an LTC facility. Further, the NLTCP must provide written copies of the NLTCP's pharmacy procedures manual and said manual must be available at each LTC facility nurses' unit. NLTCPs are also required to provide ongoing in-service

1

training to assure that LTC facility staff are proficient in the NLTCP's processes for ordering and receiving of medications. NLTCP must be responsible for return and/or disposal of unused medications following discontinuance, transfer, discharge, or death as permitted by State Boards of Pharmacy. Controlled substances and out of date substances must be disposed of within State and Federal guidelines.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 3. Special Packaging -- NLTCPs must have the capacity to provide specific drugs in Unit of Use Packaging, Bingo Cards, Cassettes, Unit Dose or other special packaging commonly required by LTC facilities. NLTCPs must have access to, or arrangements with, a vendor to furnish supplies and equipment including but not limited to labels, auxiliary labels, and packing machines for furnishing drugs in such special packaging required by the LTC setting.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 4. IV Medications -- NLTCPs must have the capacity to provide IV medications to the LTC resident as ordered by a qualified medical professional. NLTCPs must have access to specialized facilities for the preparation of IV prescriptions (clean room). Additionally, NLTCPs must have access to or arrangements with a vendor to furnish special equipment and supplies as well as IV trained pharmacists and technicians as required to safely provide IV medications.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

2

5. Compounding /Alternative Forms of Drug Composition -- NLTCPs must be capable of providing specialized drug delivery formulations as required for some LTC residents. Specifically, residents unable to swallow or ingest medications through normal routes may require tablets split or crushed or provided in suspensions or gel forms, to facilitate effective drug delivery.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 6. Pharmacist On-call Service -- NLTCP must provide on-call, 24 hours a day, 7 days a week service with a qualified pharmacist available for handling calls after hours and to provide medication dispensing available for emergencies, holidays and after hours of normal operations.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 7. Delivery Service -- NLTCP must provide for delivery of medications to the LTC facility up to seven days each week (up to three times per day) and in-between regularly scheduled visits. Emergency delivery service must be available 24 hours a day, 7 days a week. Specific delivery arrangements will be determined through an agreement between the NLTCP and the LTC facility. NLTCPs must provide safe and secure exchange systems for delivery of medication to the LTC facility. In addition, NLTCP must provide medication cassettes, or other standard delivery systems, that may be exchanged on a routine basis for automatic restocking. The NLTCP delivery of medication to carts is a part of routine "dispensing".

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

3

8. Emergency Boxes -- NLTCPs must provide "emergency" supply of medications as required by the facility in compliance with State requirements.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 9. Emergency Log Books -- NLTCP must provide a system for logging and charging medication used from emergency/first dose stock. Further, the pharmacy must maintain a comprehensive record of a resident's medication order and drug administration.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 10. Miscellaneous Reports, Forms and Prescription Ordering Supplies -- NLTCP must provide reports, forms and prescription ordering supplies necessary for the delivery of quality pharmacy care in the LTC setting. Such reports, forms and prescription ordering supplies may include, but will not necessarily be limited to, provider order forms, monthly management reports to assist the LTC facility in managing orders, medication administration records, treatment administration records, interim order forms for new prescription orders, and boxes/folders for order storage and reconciliation in the facility.

_______Yes

_________No

___________Outsourced

(Please describe below)

Comments____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

4

Long Term Care (LTC) Is your pharmacy certified: Yes No If so, by what organization?

Type of Facilities Serviced (Check all that apply) Skilled Nursing Facility (SNF): Other: # of beds serviced: Assisted Living Facility (ALF):

Nursing Home:

Group Home:

1. Facility Name: Address: City: State:

Zip: # of beds serviced:

2. Facility Name: Address: City: State:

Zip: # of beds serviced:

3. Facility Name: Address: City: State:

Zip: # of beds serviced:

4. Facility Name: Address: City: State:

Zip: # of beds serviced:

5. Facility Name: Address: City: State:

Zip: # of beds serviced:

6. Facility Name: Address: City: If you service more facilities, please list them on a separate sheet of paper. State:

Zip:

5

In accordance with the guidelines set forth by the Centers for Medicare & Medicaid Services (CMS), I, the authorized representative of the below listed pharmacy, enter into this Amendment to the Long Term Care Provider Statement of Affirmation. Said Pharmacy will provide certain data regarding Pharmacy's receipt of rebates based upon CMS requirements to each PBM which an LTC claim is processed. The following Section 11 shall be added in its entirety to the LTC Provider Statement of Affirmation: 11. Reporting of Pharmaceutical Manufacturer Access/Performance Rebates. 11.1 "Access/Performance Rebates" shall mean all rebates provided to Pharmacy by manufactures that are designed to prefer, protect, or maintain that manufacturer's product selection by the pharmacy or to increase the volume of that manufacturer's products that are dispensed by the pharmacy under its formulary. CMS Reporting Requirements. Pharmacy understands and acknowledges the requirements by CMS relating to Access/Performance Rebates received by Pharmacy. Pharmacy must provide all Access/Performance Rebate data to each LTC PBM to comply with the applicable CMS reporting requirements. Pharmacy's Representation Regarding Receipt of Access/Performance Rebates. Pharmacy represents and warrants below that regardless of whether or not it anticipates receiving, or actually receives Access/Performance Rebates during the term of this Agreement, it will report Rebate Data to each LTC contracted PBM. Notice of Change. In the event of a change in circumstances or business practice that would render the statement in 11.3 untrue, Pharmacy shall immediately notify AccessHealth in writing.

11.2

11.3

11.4

6

Long Term Care Pharmacy Provider Statement of Affirmation

In accordance with the guidelines set forth by the Centers for Medicare & Medicaid Services (CMS), as seen on the preceding pages of this document, I, the owner or duly authorized representative of the below listed pharmacy, with signatory authority, do affirm the following: 1) The below listed pharmacy satisfies the minimum performance and service criteria established by the CMS, for the purpose of providing competent professional pharmacy care for patients in a long term care (LTC) setting. 2) In any case where the below listed pharmacy does not satisfy a particular LTC criterion, as set forth by the CMS, the pharmacy has contracted with a qualified provider that does satisfy the CMS criterion, to provide that particular service. 3) The below listed pharmacy wishes to be represented by AccessHealth for the purposes of third party contracting, to participate in PDP and or MA-PD plans, to provide LTC pharmacy services to patients who qualify for prescription drug benefits under Medicare Part D. Pharmacy further agrees that it participate in all PDP and MA-PD plans for which AccessHealth has accepted a group contract.

Corporation Name

DBA Pharmacy Name

Signature

NCPDP#

Printed Name

NPI#

Title

Date

7

Consolidated Reimbursement Program Top PBM List

Please select the top 10 PBMs from AccessHealth's consolidated reimbursement program that you are currently filling scripts for at your pharmacy. This information will provide us with valuable insight into your contracting needs. PBM Name AmeriScript (a member of Interplan Health) Auto Rx BeneScript Services Blue Cross Blue Shield Alabama Blue Cross Blue Shield Oklahoma Catalyst Rx Department of Defense (TRICARE) Department of Defense (TRICARE) Retirees Express Scripts Inc. (ESI) First Health Rx Georgia Medicaid Health Alliance Plan (HAP) / Alliance Health Medical Matrix, Inc (CHAMPVA) MedImpact MedTrak Services L.L.C. MemberHealth Inc. Navitus Health Solutions L.L.C. Yes PBM Name Netcard RxWEST PharmaCare PharmaCare DIV - EHS PharmaCare DIV - UPS PharmaCare Group Sales DIV - CPR PharmaCare Medicare D PharmaCare State of Connecticut Pharmacy Data Management Prescription Solutions Prime Therapeutics ProCare Rx RESTAT RxAmerica WellPoint Next Rx Walgreens Health Initiative (WHI) Working Rx Yes

CONTRACTING AGENCY

ACCESSHEALTH

630

The National Council for Prescription Drug Programs (NCPDP) maintains the NCPDP Pharmacy Database, which contains information on pharmacy demographics, hours of operation, licensing information, pharmacy payment center information and other relationships and affiliations including your relationships with other entities. Industry uses this database for claims processing, direct mailings of product recalls and publications, network development, health plan directories and rebate information. The lack of a standardized form has led to confusion and ultimately, to the occasional disruption of proper payment and claims processing at the pharmacy level. Therefore, NCPDP has developed a universal relationship form for PSAO's in order to standardize the industry.

Form Information

Please complete all sections of the form. Bold and underlined fields are required, and the form will not be processed if any required field is left blank. Forms must be received within 30 days of the signature date on the form in order to be processed. Section 1 requires information about the pharmacy. All bold and underlined fields are required to process the form. · Section 2 is for establishing and reporting active relationships. All active Chain, Franchise or Third Party relationships should be listed, as well as any relationships that you are beginning. If you establish a new, exclusive Third Party relationship in this section, any Third Party affiliations you had for the same taxonomy codes prior to this establishment will be terminated. If you are unsure of your relationship, payment center or taxonomy codes, please contact your PSAO directly or contact NCPDP's Provider Services Department at (480) 477-1000. Section 3 is for ending relationships. Any and all relationships that are no longer active should be listed. If you are establishing a new, exclusive Third Party Relationship, please list any terminating relationships you had prior to the new exclusive Third Party relationship for the same taxonomy code in order to terminate them. If you are unsure of your relationship, payment center or relationship codes, please contact your PSAO directly or contact NCPDP's Provider Services Department at (480) 477-1000. Section 4 is the Authorization section. The signature of your pharmacy's authorized representative and the date are required in order for the form to be processed. The date in this section must be within 30 days of the received date for NCPDP to process the form.

·

·

If you have any questions regarding this form, please contact NCPDP's Provider Services Department at (480) 477-1000.

Pharmacy Affiliation Relationship Affidavit 10/2006

NCPDP Page 1

6530 West Campus Oval, Suite 250 New Albany, OH 43054 This Affidavit is to affirm my pharmacy's affiliation relationship(s) as documented below. I understand my pharmacy's relationships will be updated on the National Council for Prescription Drug Programs (NCPDP) Database if received by NCPDP within 30 days of the signature date on this form and will be based on the Effective Date(s) indicated below. This Affidavit must be received by NCPDP before 15th of the month to assure inclusion in the following month's NCPDP v2.x file distribution. All fields in bold and underlined font must be filled out in order for form to be processed.

SECTION 1 ­ PHARMACY INFORMATION:

Pharmacy NCPDP Number: Pharmacy Legal Name: Physical Address: City: Pharmacy Phone: Phcy. E-Mail Address: State Board License: Federal Tax ID: Medicaid ID: Primary Contact's Name: Title (PIC, Mgr, Owner): State: Pharmacy Fax: Zip: Organizational (Phcy) NPI Number: Pharmacy DBA Name:

DEA Number: Medicare ID:

Email: Phone:

SECTION 2 - ADDITION/ACTIVE RELATIONSHIP AFFILIATIONS: Please list all active chain, franchise or third party relationships in the following table. The addition of an exclusive Type 5 ­ Third Party Contracting Relationship will automatically terminate any existing Type 5 Third Party Contracting Relationships as of the new start date. Exclusive: x Yes No Primary Relationship Name: ACCESSHEALTH Primary Relationship Code: * Payment Center Code*:00000 630 Related Taxonomy Code:* Relationship Type: Chain Franchise Buying Group Effective Date of Affiliation: 3rd Party Reconciliation x 3rd Party Contracting Exclusive: Yes No Additional Relationship Name: Additional Relationship Code: * Payment Center Code: Relationship Type: Chain Franchise Buying Group Related Taxonomy Code: 3rd Party Reconciliation 3rd Party Contracting Effective Date of Affiliation: Exclusive: Yes No Additional Relationship Name: Additional Relationship Code: * Payment Center Code: Relationship Type: Chain Franchise Buying Group Related Taxonomy Code: 3rd Party Reconciliation 3rd Party Contracting Effective Date of Affiliation:

Pharmacy Affiliation Relationship Affidavit 10/2006 NCPDP Page 2

SECTION 3 - TERMINATION (ENDING) RELATIONSHIP AFFILIATIONS: Please end any and all relationships that are no longer active or will be ending in the near future. If you are adding your pharmacy to an exclusive relationship, please use this section to end all other relationships. Exclusive: Yes No Primary Relationship Name: Primary Relationship Code: * Payment Center Code: Relationship Type: Chain Franchise Buying Group Related Taxonomy Code:* rd rd 3 Party Reconciliation 3 Party Contracting Termination Date of Affiliation: Exclusive: Yes No Additional Relationship Name: Relationship Code: Payment Center Code: Relationship Type: Chain Franchise Buying Group Related Taxonomy Code: 3rd Party Reconciliation 3rd Party Contracting Termination Date of Affiliation: Exclusive: Yes No Additional Relationship Name: Relationship Code: Payment Center Code: Relationship Type: Chain Franchise Buying Group Related Taxonomy Code: 3rd Party Reconciliation 3rd Party Contracting Termination Date of Affiliation:

*This affidavit cannot be processed by NCPDP if the relationship and related taxonomy codes are not provided. Taxonomy Codes can be found at http://www.wpc-edi.com/taxonomy. *Relationship Codes are 3-digits. Payment Center Codes are 6-digits. If you are uncertain of your Relationship or Payment Center Codes, please contact your relationship provider (PSAO) or NCPDP Provider Services Department at (480) 477-1000.

SECTION 4 ­ AUTHORIZATION TO PROCESS: Signature: __________________________________________ Date: ______________________ (Signature of contact from Page 1) Name __________________________________________ Title: (Print or type Name and Title) ______________________

Note: This affidavit must be received by NCPDP within 30 days of the date signed above in order to be processed.

Pharmacy Affiliation Relationship Affidavit 10/2006

NCPDP Page 3

PHARMACY NAME (DBA)

FAX

To: Fax: AccessHealth Enrollment Dept 888-254-1140 From: Pages: Date: Phone: Phone: 800-824-1763, option 3 Name:

Please expedite our enrollment for AccessHealth.

I have included the following documents: Pharmacy Provider Participation Enrollment Forms** Pharmacy Participation Disclaimer** Express Scripts Provider Authorization Form** CaremarkPCS Agency Addendum** Banking Information Form** (along with a copy of a voided check) Long Term Care Addendum** (applicable if your pharmacy meets the outlined CMS criteria) Consolidated Reimbursement Program Top PBM List NCPDP Provider ID & NPI Update Form** NCPDP Pharmacy Affiliation Relationship Affidavit** Include copies of your pharmacy's state license, DEA certificate, NPI assignment letter, and liability insurance certificate (minimum amount should be $1M per occurrence / $3M in aggregate) ** NOTE: These documents require a signature Comments:

PHARMACY PROVIDER PARTICIPATION AGREEMENT

Last Revised 10/5/2007

THIS AGREEMENT (this "Agreement") is made by and between Strategic Health Alliance II, DBA AccessHealth, a nonprofit corporation organized under the laws of the State of Delaware (hereinafter referred to as the "Company"), and __________________, a pharmacy authorized to provide pharmacy services in the state in which it conducts business (hereinafter referred to as "Provider"), which are collectively referred to hereinafter as the "Parties". Recitals WHEREAS, the Company desires to create a network of providers who will agree to comply with the reimbursement and quality management standards established by the Company, who will participate in and comply with the policies and procedures that may be adopted from time to time by the Company and contracted Payors, and will join the company in its commitment to provide quality, cost effective services through an integrated network of professionals; and WHEREAS, Provider is duly authorized to provide pharmacy services and desire(s) to participate in the provider network established by the Company; WHEREAS, the Company will offer, independently and in conjunction with others, to Payors the opportunity to participate in a managed care plan that utilizes the services of the provider network ; and WHEREAS, Provider desires to enter into an agreement with the Company to participate in the provider network established by the Company to render Covered Pharmacy Services as set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, it is mutually agreed by and between the parties hereto as follows: Article 1: DEFINITIONS 1.1 Company Manual shall mean a manual prepared and amended by the Company which contains the Company's policies and procedures, as amended from time to time in accordance with section 16.1, and which are incorporated in the Agreement by reference. The Company manual may be provided in the form of a web-based internet site. As of the date of this Agreement, the Company manual is located on the company's website at: ________________________ (the "Website"). 1.2 Covered Persons shall mean those employees or members and their dependents who have elected to receive care from Participating Providers and who are covered by a benefit plan insured, provided, or administered by a Payor. 1.3 Covered Pharmacy Services shall mean all pharmacy services, drugs, and supplies, that Provider is authorized to provide, and that are rendered to a Covered Person by Provider for which Payor is obligated to pay or reimburse pursuant to a benefit plan insured, provided, or administered by a Payor. 1.4 Payor Agreement means an agreement between the Company and a Payor whereby the Payor agrees to offer to

Covered Persons one or more Payor Plans and the Company agrees to arrange for the provision of Covered Pharmacy Services specified in such plan through the network of some or all of the Participating Pharmacies. 1.5 Participating Provider shall mean a pharmacy that has entered into a written agreement with the Company to participate in any provider network established by the Company and to comply with the reimbursement mechanisms and utilization management standards established by the Company and/or Payor. 1.6 Payor shall mean any private or governmental entity or company including, but not limited to, employers, union groups, associations, insurers, health maintenance organizations, pharmacy benefit managers, pharmacy benefit administrators, or third party administrators, that has contracted with the Company to use any program established by the Company. 1.7 Payor Plan shall mean all programs established by the Company with any Payor, involving a network of Participating Providers that has been selected by the Company and that has agreed to comply with certain reimbursement mechanisms and utilization management standards of the Company and/or Payor. Article 2: DUTIES, OBLIGATIONS AND SERVICES OF THE COMPANY 2.1 Functions. The Company, independently and in conjunction with or through others, intends to market to Payors a provider network, consisting of certain Participating Providers. The Company shall furnish Provider a written summary of the terms and conditions of each Payor Agreement for which Company proposes that Provider participate, which summary shall include at a minimum the payment terms and claims filing procedures. Company, at its discretion, may establish certain provider networks which do not include Provider. Summaries of all Payor Agreements accepted by Provider pursuant to Section 5 shall become Appendices to this Agreement. 2.2 Payor Agreements. The Company agrees to use reasonable efforts to enter into Payor Agreements that will obligate the Payor: 2.2.1 to make payments to Provider or to the Company on behalf of Provider for Covered Pharmacy Services rendered by Provider to Covered Persons; 2.2.2 to make payments for Covered Pharmacy Services on the basis of a reimbursement methodology negotiated by the Company; 2.2.3 to make payments to Provider or to the Company on behalf of Provider within thirty (30) days after receipt of a completed claim form from Provider, unless otherwise agreed by the Company and a specific Payor; 2.2.4 to agree that, in the event payment is denied, to provide Provider with notice thereof and an opportunity to substantiate the right of payment; and 2.2.5 to provide a convenient means for Provider to identify Covered Persons of a Payor Plan, and to

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identify the scope of Covered Pharmacy Services applicable to such patients. 2.3 Utilization Review and Quality Assurance. The Company shall provide Provider with written information concerning any utilization review and quality assurance plan, including compliance monitoring, developed, maintained, or administered by the Company, whether on its behalf or on behalf of any Payor. 2.4 Pharmacy Records. The Company shall, and shall seek Payor's agreement to, maintain in confidence and in accordance with applicable law any pharmacy records to which it or a Payor has access under this Agreement. 2.5 Marketing Materials. The Company shall use reasonable efforts to arrange for Payors to list Provider as a Participating Provider in marketing and informational materials developed and distributed by those Payors whose contracts Provider has accepted pursuant to Section 5. 2.6 Provider-Patient Relationship. The Company agrees that it shall not interfere with the right of Provider to exercise professional judgment in the rendition of services, it being understood and agreed that the traditional relationship between the professional and patient will be maintained. Article 3: PROVIDER REPRESENTATIONS AND WARRANTIES 3.1 Warranties. Provider warrants that he/she/it: (a) is authorized to operate as a pharmacy and shall remain so authorized at all times during the term of this Agreement; (b) all pharmacists employed by Provider are fully licensed as pharmacists in the state in which Provider conducts business; and (c) shall cause its pharmacists to maintain good professional standing at all times during the term of this Agreement. Evidence of such licensing and/or authorization shall be submitted by Provider to the Company upon request. Provider further warrants and represents that the information set forth in the membership application submitted by Provider to Company is true and accurate and Provider shall amend the information set forth in that application if there is any material change. 3.2 Disciplinary Action. Provider agrees to notify the Company within five (5) calendar days of the occurrence of any disciplinary proceedings initiated against Provider or against one of its pharmacists. Such notice shall include copies of any complaints, petitions, lawsuits or other documents filed or prepared in connection with such proceedings. Article 4: DUTIES AND OBLIGATIONS OF PROVIDER 4.1 Participation in Payor Plan. Provider agrees to participate in Payor Plans entered into by the Company according to the provisions of Section 5.1 and the Company Manual, and to use his/her/its best efforts to promptly deliver Covered Pharmacy Services to Covered Persons during Provider's normal hours of operation. Provider and Provider's staff and administrative personnel shall treat Covered Persons promptly, fairly and courteously. The Company and Provider shall portray each other in a positive light to covered Persons and the public. Provider shall, consistent with the peer review, utilization review and quality assurance programs of the Company and the Payor, provide a level of service that is consistent with the Company's guidelines. 4.2 Cooperation with Utilization Review, Quality Assurance and Other Provider Agreements. Provider further agrees to

comply with utilization review, quality assurance, peer review and other provider requirements and procedures established by the Company or Payor, including without limitation the Company's or Payor's compliant pharmacy programs. Provider understands and agrees that amounts payable to Provider for Covered Pharmacy Services hereunder may be forfeited to the extent such services are not in accordance with the Company's operating policies or procedures or the terms of the Payor Agreements accepted by Provider. 4.3 Managed Care Efforts. Provider agrees to the appropriate utilization of such managed care methods and practices as are consistent with sound pharmacy practice. Provider further agrees to utilize the procedures and criteria adopted by the Company or Payor to monitor the necessity and quality of care provided and to cooperate fully in the development of appropriate approaches to managed care consistent with sound pharmacy practice. 4.4 No Guarantee or Utilization. Provider acknowledges that the Company does not warrant or guarantee that Provider will be utilized by a Covered Person or any number of Covered Persons within any Payor Plan. 4.5 Provider Services. Provider shall not refuse to provide services to any Covered Person on the basis of race, color, religion, sex, age, national origin, or Payor Plan. 4.6 Provider Locations. Provider Agrees to render Covered Pharmacy Services only at locations approved by the Company. 4.7 Nondisclosure. Provider shall not disclose the terms of this Agreement or any Payor Agreement, including but not limited to any fee schedule, without the prior written consent of the Company. This paragraph shall survive the termination of this Agreement. 4.8 Reporting Changes of Provider Information. Provider shall use Provider's best efforts to notify the Company in writing, at least thirty (30) calendar days prior to any change in Provider's business address, business telephone number, office hours, tax identification number, malpractice insurance carrier or coverage, or state authorization. 4.9 Delegation of Duties. Provider shall not delegate any duties under this Agreement to any member of Provider or other agent or employee whose credentials are not in compliance with the terms, representations and warranties of this Agreement and no delegation or assignment shall be permitted without the Company's advance written approval. 4.10 Data Collection and Reporting. Provider agrees to collect and report any data reasonably requested from time to time by Company or any Payor. Provider agrees that Company or Payor may designate various quality control forms, quarterly reports, methods of collection and reporting of statistical or professional data, including, but not limited to (i) the electronic submission of data in the National Council for Prescription Drug Programs ("NCPDP") standard format to entities designated by the Company; and (ii) the transferring of prescription information to Company or Payor. Provider agrees to use forms or other methods of data collection and communication in order to comply with the policies promulgated by the Company or Payor and Provider shall obtain any patient consent necessary regarding the release of such information, including, but not limited to obtaining a Covered Person's signature on the Company's signature log. Further, Provider agrees that any data collected by Payors under this Agreement shall be available to the Company for use in contract negotiations, quality assurance,

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utilization review and compliance monitoring and any other efforts by Company to enter into other managed care programs as permitted by applicable law. 4.11 Cooperation. Provider shall not interfere in any way with any negotiations of or matters related to any existing or potential Payor Agreements between Company and Payors. Provider agrees to utilize Company's service representatives or such other person as may be designated by the Company for any and all communication with Payors and to resolve any Payor issues. 4.12 Appointment of Company as Attorney-in-fact. Provider hereby constitutes and appoints Company the true, lawful, sole and exclusive attorney for Provider, with full power of substitution, in the name of Provider for the following purposes (i) to execute any and all Payor Agreements and contracts in the name of Provider, in accordance with the terms of this Agreement; (ii) to collect and receive on Provider's behalf, accounts receivable generated by billings and claims for reimbursement; and (iii) to take custody of, endorse in the name of Provider, and deposit into Company's account, any notes, checks, money orders, insurance payments and any other instruments, received in payment of such account receivables for Covered Pharmacy Services or other services provided under or in connection with Payor Agreements. 4.13 Release of Third Party Payors. Provider agrees to release any Payor who has entered into a Payor Agreement with Company from any prior Participating Provider agreement between such Payor and Provider in order to permit the Company to enter into such an agreement. Provider agrees to execute any documents necessary to effect such a release and Provider shall be bound to the Payor Agreement with the Company as described in Section 5.1.

otherwise elected by Provider, the Company shall initially enroll Provider in its broadest access network. 5.3 Agreement Compliance. Provider agrees to comply with all operational and procedural rules and regulations promulgated by those Payors whose Payor Agreements Provider has accepted under Section 5.1 or that are otherwise applicable pursuant to regulations promulgated by the state agency having jurisdiction over the Payor's insurance company-sponsored preferred provider plans. The Company shall notify Provider in writing of any changes that such Payors may make to their operational and procedural rules and regulations. 5.4 Most Favored Nations Clause. Nothing contained herein is intended or shall be construed as a representation or warranty by Company that the reimbursement rates under its Payor Agreements meet or exceed the rates contained in any third-party agreement or other contract of Provider containing a most favored nations clause. Article 6: PROVIDER CHARGES, REIMBURSEMENT PROCEDURE AND BILLINGS 6.1 Provider Charges. Payors may elect to pay Provider (and other Participating Providers) directly for Covered Pharmacy Services provided by Provider to Covered Persons under Payor's respective Payor Agreement ("Direct Payment"), or to pay Company on behalf of Provider (the "Consolidated Reimbursement Program"). A list of those Providers that have elected to utilize the Consolidated Reimbursement Program is set forth on the Website, and is subject to change from time to time. With respect to funds received by the Company under the Consolidated Reimbursement Program, the Company shall use commercially reasonable efforts to pay Provider for Covered Pharmacy Services provided to Covered Persons hereunder, less membership fees and any other charges or fees imposed under this Agreement, within two business days following the satisfaction of all of the following conditions: 6.1.1 The Company has received good funds from the Payor for payment of the Covered Pharmacy services provided under the Payor Agreement (the "Funds"); 6.1.2 The Company has received data in a form and substance sufficient to permit the Company to pay the Funds properly to the Participating Providers entitled to receipt, In no event shall the Company be obligated to pay Provider for any services rendered by Provider if the Company has not received monies from Payor sufficient to pay for such services. In the event that Provider incurs a negative charge from a Payor, the Company may, at its option: (a) withhold funds from future payments until such time as Provider's balance under the Consolidated Reimbursement Program is zero or above, (b) debit Provider's bank account for the negative amount or, (c) invoice Provider for such negative amount, which sum will be due and payable with 5 days following Provider's receipt of invoice. 6.2 Withhold of Fees. In accordance with policies and procedures which shall be adopted by the Company from time to time, the Company may establish separate Withhold Funds per Payor Agreement and by provider categories. It is recognized that not all Payor Agreements will or should require any withhold. The amount of the withhold, if any, for each Payor Agreement will be determined annually by the Company. The Company will also review periodically the aggregate amount of withheld fees and the financial obligations of the Company.

Article 5: ACCEPTANCE OF PAYOR AGREEMENTS 5.1 Contract Authority. The Company shall have the authority to negotiate and enter into prospective Payor Agreements for the provision of Covered Pharmacy Services to Covered Persons. Provider agrees that the Company has the sole and exclusive right to bind Provider to Payor Plans, provided that Provider may enter into any Plans not accepted by the Company in Provider's own name and may opt out of Payor Plans as described in section 5.2 below. Provider shall execute any agreement with a Payor reasonably necessary to implement an agreement between the Company and the Payor. The Company shall provide Provider with a summary of the terms and conditions of each Payor Agreement entered into by Provider. 5.2 Contract Networks. Provider may enroll in one of the contract networks offered by the Company. Provider will be automatically enrolled in all Payor Agreements available under the network selected by Provider, subject to limitations established by Payors or other third parties. The Payor Agreements available within each network are set forth on the Website. Provider may elect to (a) change its network selection through the procedure, and subject to the policies, described in the Website, and (b) opt out of Payor Agreements available within the network selected by Provider, subject to policies and procedures established from time to time by the Company or Payors. Such modification shall be subject to the terms and conditions set forth in this Agreement and the Website. Unless

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Provider agrees that during each fiscal year the Company may withhold an amount not to exceed .5% for any one Payor Agreement from any allowable fee for Covered Pharmacy Services, to supplement the amounts withheld from all other Participating Providers in the same Payor Agreement to establish a contingency reserve fund or funds. (the "Withhold Fund") that may be used to meet the financial obligations of the Company. In accordance with policies and procedures which shall be adopted by the Company from time to time, the Company may establish separate Withhold Funds per Payor Agreement and by provider categories. The amount of the withhold will be determined annually by the Company. The Company will also review periodically the aggregate amount of withheld fees and the financial obligations of the Company. If at any time the amount of any Withhold Fund is insufficient to cover the financial obligations of the Company, then Provider's proportionate share of the amount of the deficit shall be subtracted from Provider's next payment in addition to the regular monthly withholding. With respect to each Payor Agreement, the Company shall distribute to Provider at the end of the contract term of the Payor Agreement Provider's proportionate share of any balance remaining in the Withhold Fund established for such Payor Agreement and applicable to Provider after a settlement of all applicable outstanding claims, including but not limited to the payment of provider fees, payment of administrative and capital expenses of the Company and the establishment of any reserve funds deemed necessary by the Board of Directors of the Company. 6.3 Payment in Full. Provider shall accept as payment in full, for services which he/she/it provides, the compensation specified in the applicable Payor Plan, as appropriate. Provider agrees that in no event, including, but not limited to nonpayment by Payor, Payor insolvency, or breach of this Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against the Payor, Covered Persons, or other persons acting on a Covered Person's behalf for Covered Pharmacy Services provided pursuant to this Agreement. 6.4 Co-payments and Deductibles. Provider is entitled to bill and has the responsibility to collect from a Covered Person any applicable copayments or deductibles for Covered Pharmacy Services according to the terms of the applicable Payor Plan. Provider understands and agrees that the Payor or Company has no responsibility to pay any amount except as described in Section 6.1 above and Provider shall bill and collect copayments, deductibles and any other fees that are the Covered Person's responsibility. For services not covered by this Agreement and for so long as not prohibited by the Company and/or Payor, Provider may bill Covered Person or other responsible party at a usual and customary charge rate for such services. Provider agrees to notify Covered Person, in advance of providing any uncovered services, that the service is not covered by the Plan and that Covered Person will be responsible for all charges. Article 7: COORDINATION OF BENEFITS 7.1 Permission. Provider agrees to cooperate with the Company and Payor in coordination of benefits, to provide the Company and Payor relevant information relating to any other coverage held by Covered Person and to abide by the

coordination of benefits, subrogation and duplicate coverage policies and procedures of the Company and Payor. Provider consents to the release of pharmacy information by the Company or Payor to other group health plans as is necessary and lawful to accomplish coordination of benefits. 7.2 The Payor as Primary Carrier. If the Company or Payor determines that the Payor is the primary carrier, then Provider compensation will be on the basis specified in this Agreement. 7.3 The Payor as Other than Primary Carrier. If the Company or Payor determines that the Payor is other than the primary carrier, and Provider's bill to the primary carrier(s) was not computed on the basis specified in this Agreement, then, if the Payor Agreement so specified, any further reimbursement to Provider may not exceed an amount which, when added to amounts shown on the explanation of benefits from the primary carrier(s), equals the amounts specified in this Agreement. Article 8: COMPLIANCE WITH THE COMPANY AND PAYOR PLAN RULES 8.1 Policies. Provider agrees to be bound by all of the policies, rules, and regulations adopted by the Company and/or Payor from time to time in connection with Payor Plans and their provider panels, as they relate to this Agreement, including amendments thereto. The Company or Payor will notify Provider of such policies, rules, regulations and amendments thereto. 8.2 Copies. Copies of the Company and Payor policies, rules and regulations and any other pertinent documents pertaining to the Payor Plans shall be provided to and be available for examination by Provider upon request. Article 9: PHARMACY RECORDS AND CONFIDENTIALITY 9.1 Maintenance of Pharmacy Records. Provider shall maintain for at least five (5) years (or longer if required by applicable law) after the date of delivery of services, and readily make available to the Company, Payor, and governmental agencies with regulatory authority, pharmacy and all related administrative records of Covered Persons that receive Covered Pharmacy Services, as required by the Company in accordance with this Agreement or pursuant to applicable law. 9.2 Transferability. Provider agrees, upon request of the Covered Person or his/her/its Participating Provider, and subject to applicable disclosure and confidentiality laws, to transfer the pharmacy records of the Covered Person to such other Participating Provider. The obligations of this section shall survive any subsequent termination or expiration of this Agreement. 9.3 Access to Pharmacy Records. Subject to applicable disclosure and confidentiality laws, Provider shall upon request provide the Company, Payor, or any duly designated third party with access to pharmacy records, books, and other records of Provider relating to Covered Pharmacy Services provided to Covered Persons for purposes of inspection and auditing, and to the cost thereof during the term of this Agreement and thereafter for a period of five (5) years or longer if required by applicable law. The Company, Payor, or any duly designated third party shall be entitled to obtain copies of Covered Person's pharmacy records, books, and other records of Provider relating to Covered Pharmacy Services provided to Covered Persons. The provisions of this paragraph shall not operate to waive or limit any restriction on release or disclosure of patient records established

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in any other provisions of this Agreement or as otherwise required by law. 9.4 Company Information. Provider may, from time to time, receive proprietary information from the Company. Provider agrees that such information and the information contained herein shall be kept confidential and, unless otherwise required by law, shall not be disclosed to any person except as authorized in writing by the Company. Article 10: INDEPENDENT RELATIONSHIP None of the provisions of this Agreement are intended to create nor shall be deemed or construed to create any relationship between the Company and Provider other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Neither of the Parties, nor any of their respective officers, directors or employees, shall be construed to be the agent, employee or representative of the other except as specifically described in Article 4 and 5. Neither party is authorized to represent the other for any purpose whatsoever without the prior consent of the other.

to comply with the obligations set forth herein. The obligation stated herein shall survive expiration or termination of this Agreement. Article 12: ADVERTISING REFERENCES TO PROVIDER Provider agrees that the Company may use his/her/its name, address and telephone number in any roster of Participating Providers published by the Company or Payor. The roster may be inspected by and is intended for the use of prospective and existing Participating Providers and Payors as well as for advertising purposes. Article 13: RELATIONSHIP WITH PAYOR Provider is aware of and acknowledges that the Company intends to contract with Payors for the use of Payor Plans and that the services he/she/it has agreed to provide herein are for those Payors that contract with the Company. Provider understands and agrees that the Company or Payors may offer various other pharmacies the opportunity to enter into agreement with it/them for the use of Payor Plans. Article 14: TERM AND TERMINATION 14.1 Termination Date. This Agreement shall have an initial term which shall expire one (1) year from the signature date herein below indicated (the "Termination Date"). Unless terminated in accordance with Section 14.2, this Agreement shall automatically renew for successive terms of one (1) year each. 14.2 Termination by Notice. Either party may terminate this Agreement, with or without cause, effective at the end of the initial term by giving the other party thirty (30) days written notice prior to the end of the initial term. Thereafter, either party may terminate this Agreement with or without cause, by giving at least thirty (30) days prior written notice to the other party. 14.3 Termination by Company. The Company may, at its sole option, terminate this Agreement effective upon notice to Provider upon any of the following conditions: (i) receipt by Company of a notice from Provider as required by Section 3.2 hereof; (ii) the Company becomes aware that Provider has made a misrepresentation with respect to the warranties set forth in Section 3.1; or (iii) the occurrence of one of the events about which Provider should give notice pursuant to Section 3.2. 14.4 Post-Termination Matters. Notwithstanding termination of this Agreement, the Company and Payor shall continue to have access to the records maintained by Provider in accordance with Section 9.3 for a period of five (5) years from the date of the last provision of the Covered Pharmacy Services to Covered Persons to which the records refer for purposes consistent with their rights, duties and obligations under this Agreement and Payor Agreement. After the effective date of termination, this Agreement shall be deemed to remain in effect for the resolution of all matters unresolved at that date. Termination of this Agreement shall not effect the rights, obligations and liabilities of the parties arising out of the transactions occurring prior to termination. 14.5 Other Remedies. Nothing contained herein shall be construed to limit either party's lawful remedies in the event of a material breach of this Agreement. Article 15: LIMITATION OF LIABILITY

Article 11: INSURANCE AND INDEMNITY 11.1 Provider, at his/her/its sole cost and expense, shall provide and maintain such policies of comprehensive general and professional liability insurance as shall be deemed necessary by Company to insure Provider and his/her/its employees against any claim or claims for damages arising by reason of personal injuries, sickness, disease or death, advertising injury, or from injury to or destruction of tangible or intangible property, including loss of use arising therefrom, occasioned, directly or indirectly, in connection with the performance of any service by Provider or any negligent act or omission. The amounts and extent of such insurance coverage and the insurer providing the coverage shall be subject to the approval of the Company. In no event shall such insurance coverage be less than $1,000,000 per occurrence and $3,000,000 in the aggregate. All policies described above shall be effective no later than the effective date of this Agreement, and shall remain effective for a period of one (1) year beyond the termination or expiration of this Agreement. Provider shall, upon execution of this Agreement and at such times thereafter as the Company may request, furnish the Company evidence of such insurance either in the form of certificates from the insurer of such insurance or photocopies of the policy itself. Provider's insurer shall agree to notify, the Company in writing thirty (30) days prior to any modifications, cancellations or terminations or replacements of any such insurance coverage for any reason whatsoever. The insurance companies now or hereafter issuing the foregoing insurance policies shall have a Best's Rating of at least A-XI. In no event shall the foregoing coverage limits affect or limit in any manner Provider's liability in connection with the performance of its obligations under this Agreement. 11.2 Provider agrees to indemnify, defend and hold harmless the Company, its affiliates, and their respective directors, officers and representatives, from and against any and all claims, liabilities, losses, damages, causes of action or injuries, together with costs and expenses, including reasonable attorney's fees, arising out of or resulting from Provider's failure

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PROVIDER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL THE COMPANY, ANY AFFILIATE OR SUBSIDIARY, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS OR REPRESENTATIVES, BE LIABLE TO PROVIDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF PROFITS, OR LOSS OF GOODWILL, EVEN IF THE COMPANY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. PROVIDER AGREES THAT THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO PROVIDER SHALL BE LIMITED TO THE RECOVERY OF ACTUAL DIRECT DAMAGES NOT IN EXCESS OF THE TOTAL MEMBER FEES ACTUALLY PAID TO THE COMPANY, REDUCED BY ANY AMOUNTS PAID, CREDITED OR REFUNDED TO CLIENT BY MCKESSON, PLUS ANY CENTRAL PAY REIMBURSEMENT ALLOCABLE TO PROVIDER THAT HAS BEEN RECEIVED BY THE COMPANY BUT NOT DISBURSED TO PROVIDER. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF AN EXCLUSIVE REMEDY. SUCH LIMITATION OF LIABILITY SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT Article 16: MISCELLANEOUS 16.1 Modification of this Agreement. This Agreement may be amended or modified in writing as mutually agreed upon by the parties. In addition, the Company may modify any provision of this Agreement upon thirty (30) days prior written notice to Provider. Provider shall be deemed to have accepted the Company's modification if Provider fails to object to such modification, in writing, within the thirty (30) day notice period. In the case of modifications that materially affect the responsibilities or rights of Provider, Provider shall have the right to terminate this Agreement upon thirty (30) days prior written notice to the Company, such notice to be received by the Company no more than thirty (30) days after the Company issues such modifications. Amendments required by legislative, regulatory or other legal authority as determined by the Company, do not require the consent of the Company or Provider and will be effective immediately upon Provider's receipt of notice of amendment. 16.2 Assignment. This Agreement, being intended to secure the services of and be personal to Provider, shall not be assigned, sublet, delegated or transferred by Provider without the prior written consent of the Company. The Company may assign this Agreement (including the rights, duties and obligations of the Company and Provider). This Agreement shall inure to the benefit of and shall bind the successors and permitted assignees of the parties hereto. 16.3 Notice. Any notice required to be given pursuant to the terms and provisions hereof shall be sent by (a) hand delivery to the Company or to Provider at the respective address indicated herein, (b) certified mail, return receipt requested, postage prepaid to the Company or to Provider at the respective addresses indicated herein, or (c) by posting such notice on Company website located at www.accesshealth.com on the Internet. Notice shall be deemed to be effective when mailed or

hand delivered in the case of (a) or (b), and 15 days following posting of such notice in the case of (c). 16.4 Governing Law and Venue. This Agreement shall be governed in all respects by the laws of the State of Ohio. The venue of any legal action arising from this Agreement shall be in Ohio, and the Company and Provider specifically waive any right of venue that either might otherwise have. 16.5 Severance of Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provision shall remain in full force and effect unaffected by such severance, provided that the invalid provision is not material to the overall purpose and operation of this Agreement. 16.6 Waiver. The waiver by either party of any breach of any provision of this Agreement or warranty representation herein set forth shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right hereunder shall not operate as a waiver of such right. All rights and remedies provided herein are cumulative. 16.7 Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto regarding the subject matter of this Agreement. Any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement not expressly set forth in this Agreement are not of force or effect. 16.8 No Third-Party Benefit. This Agreement is intended for the exclusive benefit of the parties to this Agreement and their respective successors and assigns and nothing contained in this Agreement shall be construed as creating any rights or benefits in or to any third party. 16.9 Recordkeeping. The pharmacist agrees to maintain such records as are necessary to comply with the requirements of any rules and regulations of any appropriate governmental agency. In accordance with requirements of the Omnibus Budget Reconciliation Act of 1980, until the expiration of four (4) years after the furnishing of services pursuant to this Agreement, Provider shall make available, upon request, to the Secretary of Health and Human Services or the Comptroller General, or to any other of their duly authorized representatives, this Agreement, books, documents and records of Provider that are necessary to certify the extent of any costs arising from this Agreement. 16.10 Illinois Provisions. This Agreement is hereby amended for all Providers located in the State of Illinois, as follows: 16.10.1 Section 5.4 of The Agreement is deleted in its entirety. 16.10.2 The second sentence of Section 16.2 of The Agreement is amended to read in its entirety as follows: "The Company may not assign this Agreement, except with the prior written consent of Provider. 16.11 Signage. Company has provided Provider with a 3"x10" window sign (the "Sign") solely for display by Provider at Provider's pharmacy (or pharmacies) in order to promote Provider's participation in the AccessHealth network.

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Company retains all rights to and control of the use of the name "AccessHealth", or any trade name, trademark, logo or service mark owned by the Company. In the event of the termination of this Agreement, or in the event that Provider elects to participate in less than all of the plans offered by Company as part of its network, Provider shall remove the Sign and return it to the Company. The obligations of this section 16.11 shall survive any termination of the Agreement. Article 17: HIPAA BUSINESS ASSOCIATE OBLIGATIONS 17.1. Definitions. 17.1.1 "Designated Record Set" means a group of records maintained by or for Provider that are the medical records and/or billing records of individual patients or are otherwise used by Provider to make decisions about individual patients. 17.1.2 "Individually Identifiable Health Information" means individually identifiable health information as defined at 45 C.F.R. § 164.501. 17.1.3 "Protected Health Information" or "PHI" means Individually Identifiable Health Information (transmitted or maintained in any form or medium) concerning Provider patients. 17.1.4 "Electronic Protected Health Information" or "EPHI" shall have the same meaning as the term "electronic protected health information" in the Security Rule (the HIPAA Security Standards at 45 CFR Parts 160, 162, and 164), limited to the EPHI that Company creates, receives, maintains, or transmits on behalf of Provider. 17.1.5 All capitalized terms used herein that are not otherwise defined have the meanings ascribed in HIPAA. 17.2 Responsibilities of Company. With regard to PHI obtained from Provider, as of the compliance date set forth under the applicable HIPAA regulations, Company agrees as follows: 17.2.1 Company will use and/or disclose the PHI only as permitted or required by this Agreement or as required by law. 17.2.2 Company will use appropriate safeguards to maintain the security of the PHI and to prevent unauthorized use or disclosure of PHI, which will in no event be any less than the means which Company uses to protect its own confidential information. 17.2.3 Company shall develop, implement, maintain, and use appropriate administrative, technical, and physical safeguards to reasonably and appropriately protect the confidentiality, integrity, and availability of EPHI that Company creates, receives, maintains or transmits on behalf of Provider. 17.2.4 Company will report to Provider any use or disclosure of PHI of which Company becomes aware that is not permitted by this Agreement. 17.2.5 Company agrees to report to Provider, within a reasonable period of time, any "Security

Incident" of which it becomes aware, as such term is defined in the Security Rule. 17.2.6 If Company is permitted to utilize an agent or subcontractor to perform any of its obligations under an agreement, Company will require all such subcontractors and agents that receive or use, or have access to, PHI or EPHI under the Agreement to agree, in writing, to: (a) the same restrictions and conditions on the use and/or disclosure of PHI that apply to Company pursuant to this Agreement, and (b) to implement reasonable and appropriate safeguards to protect such EPHI. 17.2.7 Beginning upon the compliance date established by HIPAA, Company will make available its internal practices, books and records relating to the security of EPHI and the use and disclosure of PHI, to the Secretary of HHS for purposes of determining Provider's compliance with HIPAA. 17.2.8 Beginning upon the compliance date established by HIPAA, Company will provide to Provider such information in Company's possession as is reasonably requested by Provider and necessary to enable Provider to respond to a request by an individual for an accounting of the disclosures of the individual's PHI in accordance with HIPAA. 17.2.9 Unless otherwise explicitly stated in an applicable Contract Supplement, the parties do not intend for Company to maintain any PHI in a Designated Record Set for Provider. If Company maintains any PHI in a Designated Record Set, then Company agrees to (1) provide to Covered Entity such PHI in a timely fashion upon written request, and (2) to make amendments to such PHI in accordance with HIPAA. 17.2.10 If Company believes it has a legal obligation to disclose any PHI, it will notify Provider as soon as reasonably practical after it learns of such obligation, and in any event within a time sufficiently in advance of the proposed release date such that Provider's rights would not be prejudiced, as to the legal requirement pursuant to which it believes the PHI must be released. If Provider objects to the release of such PHI, Company will allow Provider to exercise any legal rights or remedies Company might have to object to the release of the PHI, and Company agrees to provide such assistance to Provider, at Provider's expense, as Provider may reasonably request in connection therewith. 17.2.11 Company agrees to mitigate, to the extent practicable, any harmful effect that is known to Company of a use or disclosure of PHI by Company in violation of the requirements of this Agreement. 17.3 Responsibilities of Provider. Provider agrees to obtain any consent or authorization that may be required by

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HIPAA, or applicable state law, prior to furnishing Company with PHI. Provider agrees to timely notify Company, in writing, of any arrangements between Provider and the individual that is the subject of PHI that may impact in any manner the use and/or disclosure of that PHI by Company under this Agreement. 17.4 Effect of Changes of HIPAA Privacy Regulation on Responsibilities of the Parties. To the extent that any relevant provision of HIPAA is materially amended in a manner that changes the obligations of Business Associates or Covered Entities that are embodied in term(s) of this Agreement, the Parties agree to negotiate in good faith appropriate non-financial terms or amendment(s) to this Agreement to give effect to such revised obligations. In addition, the terms of this Agreement should be construed in light of any interpretation and/or guidance on HIPAA issued by HHS from time to time. 17.5 Permitted uses and disclosures of PHI by Company. Except as specified below, Company may only access, duplicate or otherwise use or disclose PHI as necessary to perform its obligations under this Agreement, provided that such use or disclosure would not violate HIPAA if done by Provider. All other uses or disclosures not authorized by this Agreement are prohibited. Unless otherwise permitted by this Agreement, Company will not permit the disclosure of any PHI to any person or entity other than such of its employees, agents or subcontractors who must have access to the PHI in order for Company to perform its obligations under an agreement and who agree to keep such PHI confidential as required by this Agreement. Unless otherwise limited herein, Company may: 17.5.1 Use the PHI in its possession for its proper management and administration and to fulfill any legal responsibilities of Company. 17.5.2 Disclose the PHI in its possession to a third party for the purpose of Company's proper management and administration or to fulfill any legal responsibilities of Company, provided that (i) the disclosures are required by law, or (ii) Company has received from the third party reasonable assurances regarding the confidential handling of such PHI as required under HIPAA and such third party obligated to notify Company of instances of which it is aware in which the confidentiality of the information has been breached. 17.5.3 Provide data aggregation services relating to the health care operations of Provider in accordance with 45 CFR § 164.504(e)(2)(i)(B).

17.6 Ownership of PHI. As between Provider and Company, Provider holds all right, title and interest in and to the PHI, and Company does not hold, and will not acquire by virtue of this Agreement or by virtue of providing any services or goods to Provider, any right, title or interest in or to the PHI or any portion thereof. Except as specified in paragraph 17.5.3 above or elsewhere in this agreement, or as otherwise agreed to in writing by the parties, Company will have no right to compile and/or distribute statistical analyses and reports utilizing aggregated data derived from the PHI or any other health and medical data obtained from Provider. 17.7 Exchange of Standard Transmissions. As applicable, Company and Provider shall comply with the HIPAA Transaction and Code Set Regulations. 17.8 Termination of Agreement. Provider may terminate the Agreement if it determines that Company has violated a material term of this Amendment. Alternatively, Provider may provide Company with prompt written notice of an alleged material breach and afford Company an opportunity to cure the alleged breach. Failure to cure the material breach within thirty (30) days of receipt of notice is grounds for the immediate termination of the Agreement that require use of PHI by Company. 17.9 Return of PHI. Upon the expiration or termination, for any reason of this agreement, Company will promptly return to Provider, or at Provider's sole option destroy, any PHI in its possession or control and will retain no copies of such PHI, and, unless otherwise expressly agreed to in writing, any right or license which Company has to use the PHI will terminate immediately upon such expiration or termination. If the destruction or return of the PHI is not reasonably feasible, the protections contained in this Agreement will continue to apply to any retained PHI, and any further use or disclosure of the PHI by Company is limited solely to those purposes that made the return or destruction of such PHI infeasible. 17.10 Right to injunctive relief. Company expressly acknowledges and agrees that the breach, or threatened breach, by it of any provision of this Agreement may cause Provider to be irreparably harmed and that Provider may not have an adequate remedy at law. Therefore, Company agrees that upon such breach, or threatened breach, Provider will be entitled to seek injunctive relief to prevent Company from commencing or continuing any action constituting such breach without having to post a bond or other security and without having to prove the inadequacy of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other remedy available to Provider at law or in equity.

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This agreement does not need to be sent in with the rest of the enrollment forms unless changes have been made.

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