CBM OAKLAND LLC PRACTITIONER AGREEMENT This Agreement is effective __________________, 2012 by and between CBM Oakland LLC,

a Michigan for-profit corporation (herein referred with to as the office IPA) located and at (herein ___________________________________________ referred to as the Practitioner). WHEREAS, IPA has entered into contract with Oakland Health Plan to offer Covered Services to IPA ABW Members; and WHEREAS, IPA desires to supplement its network by using Practitioner to offer covered Medical Services to Members; and WHEREAS, Practitioner desires to enter into this Agreement to provide Covered Medical Services to IPA Members by assignment and/or referral from IPA. IN CONSIDERATION of the mutual covenants and promises contained herein, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 Adverse Determination. A determination by a health carrier or its designee utilization review organization that an admission, availability of care, continued stay, or other health service has been reviewed and has been denied, reduced or terminated. Failure to respond in a timely manner to a request for a determination constitutes an adverse determination. Affiliated Hospital. A hospital that has contracted with the IPA to provide Covered Services as defined in its hospital contract. Affiliated Physician. A Primary Care Physician or Referral Physician who is contracted to render Covered Services by the IPA. Affiliated Practitioner. A licensed medical professional, contracting with the IPA to render one or more Covered Services to a Member. Also referred to as Practitioner. Affiliated Provider. A licensed hospital, licensed pharmacy, or any other institution or organization contracting with the IPA to render one or more Covered Services to an Enrollee. Also referred to as Provider. Authorized Services. Benefits, under a Certificate of Coverage, that must be provided to the Member (while the Certificate is in effect). principal

____________________________________________________________________

1.2 1.3 1.4 1.5

1.6

1.7 1.8

Payment. Practitioner will be paid within 45 days of receipt of a clean claim for rendering Covered authorized and referred Services to Members. Refer to Exhibit B. Certificate of Coverage (COC). A written explanation provided by the IPA to a Member setting forth the health benefits available and the terms and conditions of the Members receipt of such Benefits. The Certificate of Coverage sets forth the Covered Services paid for by the IPA. Clean Claim. A clean claim, for the purposes of this Agreement must contain all of the following elements: 1) name and provider identification number of rendering provider and health facility; 2) provider tax identification number, NPI and billing address; 3) date of service; 4) place of service; 5) authorization numbers, if applicable; 6) appropriate procedure and diagnosis codes; 7) coordination of benefits information, if applicable; 8) members name, date of birth, identification numbers and address; 9) information to substantiate medical necessity and appropriateness of care of the service provided; and 10) include additional documentation based on services rendered, as required by the IPA. Payment will be made within 45 days. Coinsurance. A percentage of the health care costs that are the financial responsibility of the Member. Co-payment. The amount, if any, which must be paid by a Member when the Member receives Covered Services. Covered Services. Those health care services including, but not limited to, professional services, medical supplies and equipment that a Member is entitled to receive under the terms of the applicable COC. Outlined in Exhibit A. Credentialing/Recredentialing Program. A formal review process for obtaining, verifying and evaluating information about a Practitioner or Provider applying to become an Affiliated Practitioner or Provider with the Practitioner. Specific criteria are evaluated in determining initial and ongoing participation and inspection if required by the County Health Plan or the IPA. Emergency Health Services. Medical care required due to sudden injury or serious illness which, if not immediately diagnosed and treated, would result in physical impairment or loss of life. Emergency health services may be rendered by Affiliated or non-affiliated practitioners, in or outside of the IPAs service area. Enrollee. An individual who is entitled to receive Covered Services under a Certificate of Coverage offered by the IPA. Also referred to as Member. Expedited Grievance. A grievance intended to be acted upon by the IPA within 72 hours when a physician, orally or in writing, verifies that the standard time frame for completing the grievance process would jeopardize the life or health of the Member. Experimental Treatment. A service, supply, drug, device, procedure or treatment that is deemed experimental or investigative by any technological assessment body established by any state government or the federal government, which meets one or more of the following conditions, except therapies that include off-label use of Food and Drug Administration (FDA)

1.9

1.10 1.11 1.12

1.13

1.14

1.16 1.17

1.18

approved anti-cancer drugs, pursuant to Section 500.3406e of the Michigan Compiled Laws, if current medical literature substantiates their efficacy and recognized oncology organizations generally accept the treatment: a. It is within the research, investigational or experimental state; b. It involves the use of a drug or substance that has not been approved by the United States Food and Drug Administration or any other applicable governmental department by the issuance of a New Drug Application or other formal approval, or that has been labeled Caution: Limited by Federal Law to Investigational Use; c. It is not in general use by qualified Physicians or other Health Professionals; or d. It is not of demonstrated value for the diagnosis or treatment of an illness or disability. 1.20 1.21 1.22 1.23 1.24 Grievance. Any written or oral complaint describing an event or occurrence submitted to the IPA by a Member or a Members representative. Health Care Professional. An individual licensed, certified or registered in accordance with state law to practice a health profession in his or her respective field. Hospital. Those institutions, general or acute, duly licensed and/or certified, that provides inpatient care to IPA Members. Medical Director. A physician employed by the IPA to supervise and manage the medical aspects of the IPAs health care delivery system. Medically Necessary. A specific Covered Service or supply that is reasonably required for the treatment or management of a medical condition and is commonly and customarily recognized in accordance with the prevailing practices and standards of the professional community in the treatment or management of such medical condition. The IPAs Medical Directors determination regarding whether a proposed Covered Service is medically necessary shall be conclusive. Member. An individual who is entitled to receive Covered Services under a Certificate of Coverage offered by the County and assigned to the IPA. Also referred to as Enrollee. Mental (or Behavioral) Health Services. Medically Necessary outpatient and inpatient care and treatment provided by an Affiliated Practitioner, upon referral of the Members Primary Care Physician, for behavioral disorders and conditions and in accordance with the terms and conditions of the Members Certificate of Coverage. Network Facility. The location where a company or agency contracted with the IPA provides medical or other services to IPA Members. Non-Capitated Services. Covered Services provided by a Primary Care Physician that are subject to payment by the IPA. Non-Covered Services. Health care services that the IPA is not required to provide under the Members Certificate of Coverage.

1.25 1.26

1.27 1.28 1.29

1.30 1.31

Pre-Admission Testing. Outpatient diagnostic and laboratory tests performed within 72 to 96 hours prior to confinement in a hospital or freestanding surgical outpatient facility. Pre-Certification/Prior Authorization. Prior approval by the IPA, under the supervision and authority of the Medical Director for all referrals outside the primary care scope of service. Preventive Health Services. Those services, as described in the Provider Manual, incorporated herein by reference, that are intended to promote and maintain wellness. Primary Care/Specialty Practitioner. A partnership, corporation, association, or any other legal entity which (a) has as its primary purpose, the delivery or arranging for the delivery of Covered Services and (b) has entered into written agreements with physicians, all of whom are licensed to practice medicine or osteopathy in the State of Michigan. Primary Care Physician. A licensed and credentialed physician under contract with the IPA who is selected by a Member as the Members principal physician and who is primarily responsible for providing or authorizing the health care services for the Member. A Primary Care Physician may be a general or family physician, obstetrician/gynecologist, internist, pediatrician or specialist (under certain conditions). Quality Improvement Program. A formal set of activities designed to monitor, measure and improve clinical, administrative and service performance. A copy of the Quality Improvement Program is included in the Provider Manual, incorporated herein by reference. Referral Physician. A licensed Physician to whom a Member is referred by a Primary Care Physician for special consultation and treatment. Also referred to as Specialist. Regulatory Agencies. Federal, state or local governmental agencies having authority over the IPA. Service Area. The geographic areas approved for Services, in which the IPA is authorized to provide services to its Members. Subscriber. An individual, who submits to the IPA during the open enrollment period, an Application form and is provided a Certificate of Coverage by the IPA. Utilization Management Program. An ongoing IPA process of evaluation to ensure that services received by Members are medically necessary and are provided in the most appropriate and cost effective health care setting(s). Written Notice. Notice, in writing, in a format consistent with Article VIII of this Agreement. ARTICLE II IPA RESPONSIBILITIES

1.32 1.33

1.34

1.35

1.36 1.37 1.38 1.39 1.40

1.41

The IPA shall be subject to the following obligations:

2.01

Medical Director. The Medical Director shall be a licensed physician employed by the IPA. The Medical Director shall have ultimate responsibility for the medical aspects of the IPAs operation, including but not limited to, administrative duties, medical care review, education and training standards of Affiliated Practitioners, quality improvement and supervision of IPA medical audits. Physician/Patient Relationship. The IPA understands and agrees that the integrity of the physician/patient relationship is a fundamental component of quality care and service. The IPA agrees that under no circumstances will it interfere with the physician/patient relationship. The IPA encourages open and meaningful communication between the physician and Member at all times. All treatment options and opportunities shall be freely exchanged. It shall be understood, however, that services and procedures not covered under the Members Certificate of Coverage will remain non-covered benefits. Member Transfer. The IPA shall make provisions for the immediate transfer of a Member to an Affiliated Physician if it is determined that the health and safety of a Member is jeopardized in the existing physician/patient relationship. Otherwise, member may change providers annually. Provider Relations. The IPA shall employ personnel whose primary function is to serve as the administrative liaison between the IPA, Practitioners and Providers. The IPA shall maintain a system for responding to inquiries during regular business hours and shall assign sufficient staff to administer provider relations, recruitment, grievance resolution and training activities. A copy of the provider grievance process is supplied in the Provider Manual, incorporated herein by reference. Quality Improvement Program. The IPA shall establish and operate a Quality Improvement Program and must assure that sufficient staff is assigned to implement it. Insurance. The IPA, at its sole cost and expense, shall procure, maintain or cause to be maintained policies of comprehensive general liability insurance and other insurance as shall be necessary to insure the IPA and its agents, servants and employees, acting within the scope of their duties, against claims for damages arising in connection with the performance of the IPAs responsibilities under this Agreement. Premiums. The IPA shall be solely responsible for billing and for collecting premiums from Members, their employers or responsible third parties. Instructions to Members. The IPA shall provide Members with written materials describing conditions of enrollment, the scope and limitations of coverage and procedures for obtaining Covered Services including a Member Handbook, Certificate of Coverage and IPA identification card. Membership. The IPA shall maintain and furnish Practitioners with accurate monthly eligibility information, if applicable. Data. The IPA shall make available Practitioner-specific and/or aggregate performance data at least biannually.

2.02

2.03

2.04

2.05 2.06

2.07 2.08

2.09 2.10

2.11 2.12

Payment for Practitioner. Payments shall be made to individual Practitioners who are a part of the IPA. These payments shall be made in accordance with Article IV and Exhibit B. Claims Payment. Clean Claims shall be received, processed and paid within 45 days of receipt of clean claim for Covered Services rendered by the Practitioner in accordance with authorization and claims procedures as set forth in the Provider Manual. ARTICLE III PRACTITIONER RESPONSIBILITIES

The Practitioner shall be subject to the following obligations: 3.1 Quality Improvement Program. The Practitioner agrees to fully cooperate with the IPAs Quality Improvement Program, including, but not limited to, the utilization management, peer review, performance standards and credentialing/recredentialing activities. The Practitioner shall furnish the IPA with written reports and summaries of care and services rendered to its Members. The Practitioner further agrees to adhere to and be bound by all decisions and determinations of the IPA with respect to any of the above activities including any corrective or disciplinary action as established by IPA in connection with such programs, policies and procedures, subject to existing appeal procedures. In conducting Quality Improvement and/or Utilization Review functions hereunder, IPA shall have the right to conduct these activities on-site at Practitioner's facilities. The Quality Improvement Program is included in the Provider Manual, incorporated herein by reference. Policies, Procedures and Manuals. The Practitioner agrees to comply with the IPAs policies, procedures and manuals including, but not limited to, the Quality Improvement Program and Provider Manual. Non-Discrimination. The Practitioner and its Practitioners shall render Covered Services to Members without discrimination on the basis of sex, religion, gender, physical disability, payment source or on any basis prohibited by state or federal law or regulation. Practitioner shall ensure that Covered Services are provided in a culturally competent manner to all Members, including those with limited English proficiency or reading skills, diverse cultural and ethnic backgrounds and physical or mental disabilities. Standard of Care. Practitioner and its Practitioners shall render medical care to Members in accordance with the same standard of care, skill and diligence rendered to the Practitioners other patients and treat Members without bias. Practitioners shall not make any preference in provision of health care services based upon an individuals status as a Member. The facilities, services and staff of the Practitioner shall be used for the benefit of a Member only to the extent such facilities, services and staff are available at the time treatment of a Member is required. Practitioner agrees to provide services in a manner consistent with professionally recognized standards of care. Service Provision. Practitioner agrees that its Practitioners hours of operation shall be convenient to Members and that he or she will provide or arrange for the provision of Covered Services.

3.2

3.3

3.4

3.5

3.6

Eligibility Verification. Practitioner agrees to provide those services as are more fully set forth in Exhibit A, which is attached hereto and incorporated herein by reference. Practitioner and its Practitioners must verify Members eligibility for Covered Services upon referral and every forty-five (45) days thereafter, if applicable. All specialty services must be prior authorized by the IPA according to the Prior Authorization Procedures and with proper referral from the Members PCP. Claim Submission. Practitioners will provide the IPA with an itemized invoice in a form satisfactory to the IPA (HCFA 1500, UB 92, or other agreed upon alternate format) for services rendered to Members. Claims may also be submitted electronically in the format specified by the IPA. Claims involving coordination of benefits must be submitted no later than one hundred and twenty (120) days after the date of service. When claims are submitted first to a primary payer other than the IPA, the applicable claim filing limit shall be sixty (60) days following receipt of payment from the primary payer. The Practitioner agrees to bill the IPA for authorized services provided hereunder no later than sixty (60) days after the date of service. The Practitioner recognizes that failure to file claims within the prescribed time limits will be at the IPAs discretion and may render the claim unpayable. The IPA will deny payment if invoices are received later than 180 days following the date of service. A claim shall be considered clean if it meets the definition in Section 1.10. Clean claims shall be processed and paid in a timely manner, in accordance with the claim and authorization procedures outlined in the Provider Manual. Practitioner and its Practitioners recognize that failure to submit claims within the prescribed time limits will at IPAs sole discretion, render the claim unpayable.

3.7

3.08

Billing. The Practitioner shall look only to the IPA for payment of Covered Services provided pursuant to this Agreement with the exception of any co-payments or coinsurance that may be collected from the Member, according the Members Certificate of Coverage, included in the Provider Manual and incorporated herein by reference. Payment made to the Practitioner or participating Practitioners pursuant to this Agreement, plus payment of any applicable copayments or coinsurance, shall be deemed to constitute payment in full for all services rendered by a Practitioner to a Member. Under no circumstances will a Practitioner be permitted to impose any surcharge on a Member for Covered Services. The Practitioner agrees that in no event, including, but not limited to, non-payment by the IPA, insolvency, breach of this Agreement or a Members claim for third party liability, shall a Practitioner bill, charge, collect a deposit from, assert a lien on a Members settlement or judgment against a third party or have any recourse against any Member for services provided pursuant to this Agreement.

3.09

Confidentiality. The Practitioner agrees to treat all Member information in a confidential manner and in compliance with applicable state and federal laws. The Practitioner, its employees or agents will not have access to or the right to review any medical record of any Member, except where necessary to provide services to Members and to meet the requirements of this Agreement. Except where necessary in the provision of services under this Agreement, the discussion, transmission or narration in any form to any person of any Member information of a personal nature, medical or otherwise, is forbidden. The Practitioner also agrees to obtain and keep in the medical record a signed release of information and any advance directives obtained from the Member.

The Practitioner shall not disclose the substance of this Agreement or any information acquired from the IPA during the course of or pursuant to this Agreement to any third party unless required by law or authorized by the IPA, in writing. The Practitioner also agrees to maintain the confidentiality of the IPAs enrollment information, Member names and other specific demographic information and to prevent the unauthorized disclosure of any such information and records. 3.10 Grievance. The Practitioner hereby agrees to participate in and be bound by any determinations rendered pursuant to the IPAs Member Grievance Procedure, including the Expedited Grievance Procedures. The Grievance Process is included in the Provider Manual, incorporated herein by reference. Access to Practitioner Records. The Practitioner agrees to permit the IPA and the appropriate Regulatory Agencies and their representatives to have access to the documents and records of each Practitioner, as necessary to verify the costs associated with this Agreement in accordance with criteria and procedures contained in applicable governmental laws and regulations. Practitioners agree to submit such reports and financial information as is reasonably requested by IPA to comply with regulatory requirements to monitor the financial and administrative viability of providers. Encounter Data Submission. Practitioners agree to accurately complete and return to the IPA, Encounter Data on HCFA 1500 forms, hard copy or electronic, pertaining to each service provided to Members. The Practitioner agrees to furnish data requested by the IPA pertaining to the IPAs membership in a timely manner and certify completeness and truthfulness of the submitted encounter data. Licensure/Changes in Professional Personnel by Practitioner. Prior to any Practitioners licensed and/or certified staff performing any services under this Agreement, the Practitioner hereby warrants and represents to the IPA, with respect to each of its health care professionals, the following: a. b. c. d. that he/she holds a valid license as administered by the State of Michigan; that he/she has all duly issued and required specialty certifications, as appropriate; that he/she has the requisite hospital staff privileges, as appropriate; that he/she has had his/her credentials properly reviewed and approved by the IPA.

3.11

3.12

3.13

The IPAs credentialing determination shall be conclusive. 3.14 Practitioner and Practitioner Change Notification. The Practitioner and its Practitioners shall give the IPA at least sixty (60) days written notice prior to the occurrence of any one of the following events: a. b. c. d. 3.15 Closure or relocation of any practice location; Sale of a practice (or portion thereof); Merger of a practice (or any portion thereof); or Practice being closed to current, new, or transferring Members.

Medical Records. Practitioners shall prepare and maintain records relating to the care rendered to Members in such form and detail, as are consistent with accepted medical

standards and the IPA medical record regulations promulgated by the appropriate Regulatory Agencies. Practitioners shall make such records available, at reasonable times, for inspection or reproduction by the appropriate IPA staff, any appropriate Regulatory Agency or the Member. Practitioners shall comply with applicable state and federal laws related to privacy, accuracy and confidentiality of medical records. The IPA shall have the right to conduct audits and evaluations of all records of Practitioners participating with Practitioner related to Covered Services provided to any Member. The IPA will attempt to give the Practitioner as much advance notice as possible as to when audits will be conducted. In the event a Member chooses to select another Practitioner from which to receive treatment, Practitioners agree to forward copies of all medical records necessary for continuity of care to the Members new Practitioner. Upon termination or completion of this Agreement, all Member medical records shall remain with each Practitioner and shall be maintained for a minimum of seven (7) years, with the IPA having the right to make a copy of the medical record at the IPAs sole cost and expense. 3.16 Continuation of Services. Practitioners shall remain responsible for continuing to provide acute care to Members in the hospital on the date of termination, until discharge from the hospital or transfer of care to an Affiliated Physician. The treating Practitioner and the Medical Director of the IPA shall confer where a transfer of a Member to an Affiliated Physician may have an adverse affect on the Members care. Members undergoing active treatment for a chronic or acute medical condition will have access to their physician through the current period of active treatment or for up to ninety days (90), whichever is shorter. Professional Liability. Practitioners, at their sole cost and expense, shall procure, maintain or cause to be maintained policies of professional liability insurance at a minimum of $100,000 per occurrence/$300,000 aggregate per year. . Directors and officers liability insurance and other insurance shall be maintained as necessary to insure the Practitioner against any claims for damages arising in connection with the performance of Practitioners responsibilities under this Agreement, with limits, deductibles, and other provisions satisfactory to the IPA. Practitioners shall supply the IPA with proof that such insurance is in force, as requested by the IPA at the time of the execution of this Agreement and at any time during the term of this Agreement. Under the terms of this Agreement, the IPA shall be entitled to thirty (30) days notice of cancellation or changes in policy provisions. Upon proof of financial responsibility satisfactory to the IPA, a Practitioner may self-insure for a portion of the risk. Notification of Proceedings. Practitioners agree to notify the IPA of the revocation, suspension, termination, cancellation or initiation of any proceeding that may adversely affect such Practitioners license to practice, professional liability insurance, or medical staff membership at any hospital or legal action commenced against such Practitioner arising out of a physician-patient relationship. ARTICLE IV COMPENSATION 4.1 Compensation Payable to Practitioner. The IPA agrees to compensate the Practitioner under the terms and conditions set forth in Exhibit B, which is attached hereto and incorporated

3.17

3.18

herein by reference. Practitioners shall continue to provide Covered Services to Members (referred to or assigned to the Practitioner) for the duration of the time period. 4.02 Payment for Authorized Services. The Practitioner shall look only to the IPA for compensation for services rendered to a Member when the IPAs Certificate of Coverage covers such services. Practitioners agree not to bill, charge, collect a deposit from, seek compensation from, seek remuneration from, surcharge or have any recourse against a Member or persons acting on behalf of a Member (other than the IPA) except to the extent that co-payments are specified in the applicable Certificate of Coverage. Practitioners agree not to maintain any action at law or in equity against a Member to collect sums that are owed by the IPA to the Practitioner (or its Practitioners) under the terms of this Agreement, even in the event the IPA fails to pay, becomes insolvent or otherwise breaches the terms and conditions of this Agreement. This section shall survive termination of this Agreement, regardless of the cause of termination and shall be construed to be for the benefit of Members. The Practitioner further agrees this provision supersedes any oral or written agreement, hereinafter entered into between a Practitioner and a Member or persons acting on Members behalf, insofar as such agreement relates to payment for services provided under the terms and conditions of this Agreement. 4.03 Accounting. The IPA shall not be obligated to segregate, establish a separate bank account for, separately maintain any funds or pay the Primary Care/Specialty Practitioner any interest on amounts held in any fund. ARTICLE V TERM & TERMINATION 5.01 Initial Term. The term of this Agreement shall commence on the date set forth in the Preamble and shall continue in effect for a period of two years. Subsequent to the expiration of the initial term and for each term thereafter, this Agreement shall be automatically extended for one year, with the same terms and conditions as are set forth herein. Immediate Termination. This Agreement may be terminated immediately: a. By either party, if the other fails to maintain all licenses and approvals which are required by law to conduct its business; b. By either party, if Practitioner or IPA institutes bankruptcy, insolvency, receivership or reorganization proceedings; c. By the IPA, if a Practitioner has been convicted of a felony; d. By the IPA, if a Practitioner has been suspended from participation in Medicare, Medicaid or from the medical staff of any hospital; e. By the IPA, if a Practitioner misrepresents or omits information on documents submitted to the IPA; fails to notify the IPA of the revocation, suspension, termination, cancellation, or initiation of any proceeding which may adversely affect the Practitioners license to practice, professional liability insurance or medical staff membership at any hospital; refuses to provide services under the terms of this Agreement; or acts or fails to act in a manner which may result in imminent danger to the health of a Member;

5.02

f.

By the IPA, if a Practitioner fails to adhere to the IPAs Quality Improvement Program.; and g. By IPA if the Adult Benefit Waiver Program is terminated or suspended for any period of time. 5.03 Termination After Notice and Opportunity to Cure. Except where termination arises under Section 6.02, if either party violates any provision of this Agreement, the other party may terminate this Agreement by giving sixty (60) days written notice to the party violating this Agreement, provided that if the alleged violation is remedied to the reasonable satisfaction of the complainant within thirty (30) days, the notice shall thereupon be deemed to be canceled. Termination Without Cause. This Agreement may be terminated by either party without cause, provided the party terminating the Agreement gives the other party sixty (60) days prior written notice of such termination.

5.04

ARTICLE VI RESOLUTION OF DISPUTES 6.01 Good Faith Resolution of Disputes. In the event that disputes or problems arise hereunder, the parties agree to meet in good faith to attempt to settle such disputes or problems. Notice of Dispute. The parties agree that before any legal action is brought against the other party based on any dispute or problem arising out of or relating to this Agreement, thirty (30) days notice of the facts and circumstances supporting the claim shall be provided to the other party. Negotiation of Dispute not a Waiver. The pursuit of any remedy under this Article shall not constitute a waiver of any other rights or provisions of this Agreement, including the right to terminate the Agreement.

6.02

6.03

6.4 Appeal of Medical Necessity Rulings. IPA shall afford Practitioner and its Practitioners the opportunity to appeal disagreements with regard to medical necessity of Covered Services before a recognized independent professional review organization. The results of such review shall be binding on both parties. In each case, the cost of such review shall be borne by the losing party. ARTICLE VII GENERAL PROVISIONS 7.01 7.02 Assignment. The Practitioner may not assign or delegate this Agreement or any rights or duties under this Agreement without the prior written consent of the IPA. Entire Agreement. This Agreement and any accompanying addenda constitute the entire agreement by and between the parties. Any prior agreements, promises, negotiations or

representations relating to the subject matter of this Agreement not expressly set forth herein are of no legal effect. 7.03 Mutual Indemnification. The Practitioner agrees to indemnify the IPA and hold it harmless from, any and all claims, liability, or damages which the Practitioner may incur arising out of acts or omissions of its Practitioners or the Practitioners employees, agents, subcontractors, in the performance of its or their responsibilities under this Agreement. The IPA agrees to indemnify the Practitioner and hold it harmless from, any and all claims, liability, or damages which the IPA may incur arising out of acts or omissions of the IPA or the IPAs employees, agents, subcontractors, in the performance of its or their responsibilities under this Agreement. 7.04 7.05 Coordination of Benefits. appropriate. Practitioner will follow coordination of benefits guidelines as

Publicity. The Practitioner consents to the use of his/her name and Practitioners names, addresses, specialties and likenesses in any IPA marketing, advertising or promotional materials. Severability. If any term or provision of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction for any reason, such invalidation shall not affect the validity of the whole Agreement or of any other term or provision, but this Agreement shall be construed as if not containing the particular term or provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly. To the extent such invalidity or unenforceability is the result of new legislation regarding the provision of health care services, the parties shall amend this Agreement to comply with such new legislation.

7.06

7.7 Non-Exclusivity. Both parties shall have the right to enter into similar agreements with other persons and entities. IPA agrees that Practitioner may continue to treat patients other than Members and to contract with any discount fee-for-service organization, insurance company, independent practice association, health maintenance organization, Practitioner or individual to provide Medical Services. 7.08 Mandated Amendments. Amendments to this Agreement, which are required because of legislative, regulatory or legal requirements, do not require the prior approval of the Practitioner and shall become effective upon notification of Practitioner by IPA.

7.9 Amendments Requiring Regulatory Approval. Amendments to this Agreement which are subject to prior approval of or notice to any federal, state or local regulatory agency shall not become effective until all necessary approvals have been granted or required notice periods have expired. 7.10 Financial Terms. The IPA to Provider may promulgate proposed modifications to reimbursement rates ninety (90) days prior to the intended effective date. In the event that IPA and Practitioner cannot reach agreement on such modifications prior to the intended effective date, IPA shall provide sixty (60) days notice to Practitioner of its intent to implement the proposed rates, in which case, the modifications shall become a binding part of the

Agreement at the expiration of the notice period. Practitioners prior rates shall remain in effect until the expiration of the notice period. 7.11 7.12 Execution of Agreement. This Agreement shall not be fully executed until the Practitioners Practitioners have been properly credentialed to render services for the IPA. Failure to Enforce. The failure of any party to strictly enforce any provisions of this Agreement shall not be construed as a waiver thereof or as excusing the defaulting party from future performance. Authority to Contract. Practitioner asserts that, after making reasonable inquiry, the undersigned has the authority to enter into binding contractual agreements on behalf of all Practitioner members whose names are listed and attached hereto. ARTICLE VIII NOTICES 8.01 Format. Unless expressly provided otherwise, all Notices herein provided to be given, or which may be given, by any party to the other, will be deemed to have been fully given when written and delivered or deposited in the United States mail, certified and postage prepaid and addressed to each party as follows: Practitioner Address: ___________________________________________ ___________________________________________ ___________________________________________ Attention: _________________________________

7.13

IPA Address: CBM Oakland LLC PO Box 489 Linden, Michigan 48451 Attention: Executive Director Ibraham Ahmed, Ph.D., R.N.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. WITNESS: _____________________________ CBM OAKLAND LLC By: Ibraham Ahmed, Ph.D., R.N. Its: President and CEO Signed: ______________________________ Date: ________________________________ WITNESS: _____________________________ Provider: _____________________________
Please print

By: __________________________________

Its: __________________________________ Signed: ______________________________ Date: ________________________________

EXHIBIT A

EXHIBIT B COMPENSATION SCHEDULE Primary Care/Specialty Practitioner Agreement CBM w/ Oakland Health Plan (ABW) Provider Name: __________________________________________________________________ Address:___________________________________City:____________________Zip___________ Telephone: ___________________________ Email: ______________________________ NPI: ________________________________ Fax: _________________________________ Tax ID Number: ________________________ Provider SSN: _________________________

A contracted practitioner must submit a current copy of a MAHP or CAQH credentialing application, including all documentation. Copy must be signed and dated with current date of this agreement. ______ PRIMARY CARE PHYSICIAN PAYMENT: Capitation $9.00 PMPM.

$3.00 co-payment from member for office visit. Service includes Primary Care office visits, office lab, office X-ray (all services provided in-office) . Practitioners will be paid monthly. Primary Care Physician Pools: 1) Pharmacy pool is funded at $15 PMPM. (Must use CBM formulary.) 2) Emergency Room pool is funded at $12 PMPM. 3) Outpatient diagnostics and procedures is funded at $9 PMPM. 4) Specialty providers funded at $12 PMPM.
Pool balances are combined and shared between all PCPs. Any remaining balance is paid equally to PCPs less 4 month IBNR on an annual basis.

______ SPECIALIST PAYMENT: MEDICAID FEE SCREEN. Claim must contain Prior Auth Number for each DOS.
Specialty: ______________________________________________________________________
Please select ONE (1)--PCP or Specialist. (General, Family, IM is NOT available as Specialist.) IN NETWORK SPECIALISTS WILL NOT NEED PRIOR AUTHORIZATION FOR SPECIFIC SERVICES. Please see Exhibit C. Provider Signature: ______________________________________________________ Date: _______________________________________
Please complete Exhibit B for each office location and fax to 810.458.4187. Questions? 734.347.1462 www.communitybridgesihc.com

EXHIBIT C PRIOR AUTHORIZATION (PA) CRITERIA Primary Care/Specialty Practitioner Agreement CBM w/ Oakland Health Plan (ABW)

ONLY the following services will require PAs from PCP authorized by CBM if referred to CBM Network Specialist: ALL Surgery Lab Tests listed on Website (non-routine) MRI, MRA, PET, CT ALL Ultra Sounds Genetic Testing ALL Cardiac Testing All Doppler EEG, EMG Chemo and Radiation Therapy Sleep Study (requires proof of life threatening medical necessity) Dialysis ALL Nuclear Testing All services over 24 hours provided in ER Observation All other services require a CBM referral from PCP, but no authorization/approval from CBM will be required if referred to CBM Network Specialist. NO Urgent Care PA will be required for CBM Network Urgent Cares.