Episodic Payment Program Agreement: Participating Provider

This EPISODIC PAYMENT PROGRAM AGREEMENT (“Agreement”) is effective between the party that has sent this Agreement to you or your organization, as the case may be, through the Qūb Platform (“Anchor Provider”) and you or your organization, as the case may be (“Participating Provider”), as of the date Participating Provider agrees within the Qūb Platform to be bound by the terms of this Agreement (“Effective Date”).

I. DEFINITIONS

As used in this Agreement and any Addendum or Exhibit attached hereto, the following terms shall be
defined as set forth below:

A. “Administration” means the administrative services of Anchor Provider or its Subcontractors.
 

B. “Anchor Provider” means the party to this Agreement that is participating in the Episodic Payment
Program pursuant to an Episodic Payment Program Agreement and that entered this Agreement so that
Participating Provider may assist in providing Covered Services comprising certain Episodes of Care.
 

C. “Anchor Provider Episodic Fee” means the portion of the Total Episodic Fee published by Anchor
Provider to the Qūb Platform that is due to Anchor Provider for rendering Covered Services comprising an Episode of Care.
 

D. “Covered Services” means those medically necessary health care services comprising an Episode of
Care which Anchor Provider has agreed to provide pursuant to the Episodic Payment Program.
 

E. “Credentialing Programs” means any programs established and operated by SFEPs to ensure that
the Anchor Providers and Participating Providers rendering Covered Services to Eligible Employees are
appropriately credentialed.
 

F. “Disease Management Programs” means any programs established and operated by SFEPs for
Anchor Providers and/or its Subcontractors to ensure appropriate management of Eligible Employees’
diseases and to prevent complications therefrom.
 

G. “Episode of Care” means those services offered by Anchor Provider through the Qūb Platform.
 

H. “Episodic Payments” means prospective payments made by SFEPs through the Qūb Platform to
cover Episodes of Care for Eligible Employees.
 

I. “Episodic Payment Program” means the written policy adopted by Qūb Platform and provided to
Anchor Provider that sets forth the process of making Episodic Payments through the Qūb Platform for
Episodes of Care rendered by Anchor Provider and/or Participating Providers. In the event of a conflict
between the Episodic Payment Program and the terms of the Agreement, the terms of the Agreement shall control.
 

J. “Episodic Payment Program Agreement” means the agreement Anchor Provider must enter into
with Health Here in order to participate in the Episodic Payment Program and which binds the Anchor
Provider to the terms set forth in this Agreement.

K. “Emergency” means the sudden and unexpected onset of illness or injury which requires the
immediate care and attention of a qualified physician and which, if not treated immediately, would seriously jeopardize or impair the health of the Eligible Employee.
 

L. “Eligible Employee” means an employee of a SFEP who is eligible for pre-defined Covered
Services, as verified by the SFEP by its attestation through the Qūb Platform, and that meets the clinical criteria adopted by Anchor Provider for confirming that such individual is an appropriate candidate for the Episode of Care.
 

M. “Medically Necessary” means any service and/or supply provided by a hospital, physician, or
Participating Provider for diagnosis or treatment of an Eligible Employee’s condition and which is: (1)
consistent with the symptom, diagnosis, and treatment of the Eligible Employee’s condition; (2) in
accordance with standards of good medical practice; and (3) not primarily for the convenience of the
Eligible Employee, the Eligible Employee’s family, Anchor Provider or a Participating Provider.
 

N. “Participating Provider” means any health care professionals, organization, healthcare facility, or
other person or institution legally qualified to deliver or furnish health care services under contract or
subcontract to Anchor Provider.
 

O. “Participating Provider Episodic Fee” means the portion of the Total Episodic Fee that Anchor
Provider and Participating Provider agree shall be due to Participating Provider for rendering Covered
Services comprising an Episode of Care.
 

P. “Participating Provider Terms & Conditions” means the terms and conditions set forth by Health
Here to which Participating Providers must agree in order to access and utilize the Qūb Platform.
 

Q. “Platform Access Agreement” means the agreement between Health Here and a SFEP pursuant to
which the SFEP participates in the Episodic Payment Program.
 

R. “Practice Locations” means the locations Anchor Provider and Participating Providers designate
within the Qūb Platform as being where Covered Services will be rendered to Eligible Employees.
 

S. “Program Requirements” means those requirements established by SFEP and provided separately
to Anchor Provider. In the event of an inconsistency with the terms of the Program Requirements and the terms of this Agreement, the terms of the Agreement shall control.
 

T. “Quality Assurance Programs” means any programs established and operated by SFEPs for Anchor
Providers and/or its Subcontractors to ensure the quality of Covered Services provided to an Eligible
Employee.
 

U. “Qūb Platform Fees” means any Health Here fees associated with the facilitation, maintenance, or
analysis of episodic transactions and respective payments in connection with the Qūb Platform and/or
Episodes of Care.
 

V. “Subcontractor” means any third party duly contracted with and designated by Anchor Provider or
Participating Provider to provide services to assist in the Administration of the Episodic Payments or other non-clinical obligations of Anchor Provider and/or Participating Provider hereunder.
 

W. “SFEP” means a self-funded employer sponsored health plan that is participating in the Episodic
Payment Program or a third-party administrator responsible for administering a self-funded employer
sponsored health plan that is participating in the Episodic Payment Program All SFEPs and their notice
addresses are available to view on the Qūb Platform.
 

X. “SFEP Associate” means a third party with which a SFEP has entered into an Associate Access
Agreement granting the third party access rights.
 

Y. “Total Episodic Fee” means the total amount due from SFEP to Anchor Provider and Participating
Provider(s) for a certain Episode of Care, which shall be equal the sum of the Anchor Provider Episodic Fee and Participating Provider Episodic Fee(s) for that Episode of Care.
 

Z. “Utilization Management Programs” means any programs established and operated by SFEPs for
Anchor Providers and/or its Subcontractors to ensure appropriate utilization of Covered Services provided to an Eligible Employee.

 

II. OBLIGATIONS OF PARTICIPATING PROVIDER

A. Participating Provider shall act in accordance with the terms of this Agreement. Participating
Provider shall accept the reimbursement set forth in this Agreement as payment in full for all Covered
Services provided to Eligible Employees pursuant to this Agreement.

B. Participating Provider shall enroll in the Episodic Payment Program on the Qūb Platform by
agreeing to the Participating Provider Terms & Conditions.
 

C. Participating Provider and Anchor Provider shall utilize the Qūb Platform to agree upon the
reimbursement Participating Provider will receive for rendering certain Covered Services comprising an
Episode of Care (the “Participating Provider Episodic Fee”).

D. Participating Provider shall provide ACH instructions on the Qūb Platform, which Health Here
shall use to transfer Episodic Payments to Participating Provider through the Qūb Platform in accordance with Section IV of this Agreement.
 

E. Participating Provider shall provide the patient name, CPT-4 procedure code(s), complete ICD-
Diagnosis code(s) and description, service date, and physician and facility name in any Episodic Payment request made on the Qūb Platform.
 

F. Participating Provider shall render all Covered Services with the same standard of care, skill and
diligence which is in accordance with generally accepted and customary medical and surgical practices and standards prevailing in the medical community in which the Covered Services are rendered as of the time the Covered Services are rendered, and all such services rendered shall be within the scope of Participating Provider’s license and ability. Participating Provider shall not differentiate or discriminate in the treatment of an Eligible Employee because of race, color, national origin, ancestry, religion, sex, marital status, sexual orientation, age, health status or source of payment. Prior to providing or arranging for any Covered Services hereunder, Participating Provider shall receive confirmation from SFEPs in the form of attestation through the Qūb Platform that an individual is an Eligible Employee.
 

G. Participating Provider shall utilize the Qūb Platform to designate all locations at which Participating
Provider will provide Covered Services (“Practice Locations”) and shall only provide Covered Services
only at such Practice Locations. Participating Provider shall make good faith efforts to provide no less than sixty (60) days prior written notice to Anchor Provider of changes to tax identification numbers of its Subcontractors. Participating Provider acknowledges and agrees that Covered Services shall not be
provided (i) at locations not designated as Practice Locations, (ii) by any professionals not engaged by
Anchor Provider or Participating Provider, or (iii) at a hospital or other inpatient facility that does not
contract with Anchor Provider.
 

H. Participating Provider shall refer Eligible Employees in need of medical services covered by an
Episode of Care only to (a) Anchor Provider or (b) other healthcare providers that have entered into an
Episodic Payment Program Agreement–Participating Provider with Anchor Provider, and shall, in the event of an Emergency related to an Eligible Employee, direct such Eligible Employee to a hospital or other emergency health care provider, and the services rendered by such hospital or emergency health care provider shall not be considered Covered Services or a portion of an Episode of Care hereunder and shall not be reimbursable by SFEPs.
 

I. Participating Provider shall be bound by and comply with the provisions of applicable state and
federal laws, regulations, licensing requirements, and professional standards. Participating Provider shall comply with the requirements of and shall participate in Credentialing, Quality Assurance, Utilization Management and Disease Management Programs.
 

J. Participating Provider shall be licensed in the applicable state in which Participating Provider
provides services, and shall maintain all necessary licenses and permits and otherwise remain in good
standing under applicable state laws and regulations. Participating Provider agrees to notify Anchor
Provider immediately, but in no event more than five (5) calendar days from the date Participating Provider receives notice, in the event any of Participating Provider’s license, permits or ability to operate a surgery center is suspended, revoked, terminated or made subject to terms of probation or other restrictions.
 

K. During the term hereof, Participating Provider shall maintain, at Participating Provider’s sole cost
and expense, professional and general liability insurance in an amount reasonably satisfactory to Anchor Provider, but in no event shall such insurance coverage be less than five hundred thousand dollars ($500,000.00) per occurrence and two million dollars ($2,000,000.00) annual aggregate. Upon request written, Participating Provider shall provide Anchor Provider with copies of Participating Provider’s certificates of insurance. Participating Provider shall give Anchor Provider thirty (30) days written notice upon receipt of any amendment, cancellation, revocation or decrease in coverage limits of these insurance policies.
 

L. Participating Provider agrees that Anchor Provider may publish on the Qūb Platform Participating
Provider’s name, address, phone number, specialty and other information necessary to adequately inform Eligible Employees of Participating Provider’s status as a provider of Covered Services hereunder.
 

M. Participating Provider agrees that Health Here may use Participating Provider’s name, logo, a
factual description of the work performed under this Agreement, and all other necessary identifying
information and images (i) on marketing materials, including, but not limited to, any co-branding campaign initiated by Health Here, (ii) in a list of references or clients, (iii) in the experience section of its proposals or marketing documents, (iv) in internal business planning documents, (v) in reports to stockholders, offering memorandum, and other securities disclosure documents, and (vi) whenever necessary to meet legal, accounting or regulatory requirements.
 

N. Participating Provider agrees, upon written request by Anchor Provider, to make available for
inspection all current State and Federal permits and licenses, including Medicare certification that may be required for Participating Provider to provide medical services.

 

III. OBLIGATIONS OF ANCHOR PROVIDER

A. Anchor Provider shall act in accordance with the terms of this Agreement and the terms of Anchor
Provider’s Episodic Payment Program Agreement with Health Here.
 

B. Anchor Provider shall publish to the Qūb Platform a Total Episodic Fee for each Episode of Care
offered pursuant to the Episodic Payment Program. The Total Episodic Fee published for an Episode of
Care shall be comprised of the fee Anchor Provider charges for rendering certain Covered Services
comprising that Episode of Care (the “Anchor Provider Episodic Fee”) and any applicable Participating
Provider Episodic Fee(s), and shall represent the total charge due from SFEPs for that Episode of Care.
 

C. Anchor Provider shall ensure Health Here:

A. acts in accordance with the terms of the Episodic Payment Program Agreement
between Health Here and Anchor Provider; and
 

B. establishes a system that allows (i) Participating Provider to verify Eligible Employee
identification; (ii) Health Here and SFEP to communicate Episodic Payment Program
requirements to Participating Provider; and (iii) Eligible Employees to identify
Participating Provider.

D. Anchor Provider acknowledges and agrees that Covered Services shall not be provided (i) at
locations not designated as Practice Locations, (ii) by any professionals not engaged by Anchor Provider or Participating Provider, or (iii) at a hospital or other inpatient facility that does not contract with Anchor Provider.

E. Anchor Provider shall refer Eligible Employees in need of Covered Services that Participating
Provider has agreed to provide pursuant to this Agreement only to Participating Provider, and shall, in the event of an Emergency related to an Eligible Employee, direct such Eligible Employee to a hospital or other emergency health care provider, and the services rendered by such hospital or emergency care provider shall not be considered Covered Services or a portion of an Episode of Care hereunder and shall not be reimbursable by SFEPs.
 

F. Anchor Provider shall have no responsibility to pay Participating Provider for Covered Services
provided in accordance with this Agreement in the event that Anchor Provider and/or Participating Provider is not paid for such services by SFEP.

 

IV. COMPENSATION AND BILLING

A. Participating Provider shall receive payments for Covered Services in accordance with the
Participating Provider Episodic Fee published by Anchor Provider to the Qūb Platform. Participating
Provider agrees not to bill, charge or collect any amount from the Eligible Employee nor their
representatives, for any reason, including non-payment of the Episodic Payment Program, except that
Participating Provider may bill for and collect for services provided to and Eligible Employee which are not covered under the Episodic Payment Program in Participating Provider’s sole discretion subject to this Section IV.A.; however, Participating Provider shall not be required by the terms of this Agreement to provide services to any patient that is not covered for such services under the Episodic Payment Program. Prior to Participating Provider electing to perform any such non-covered services, Participating Provider shall inform, in writing, such Eligible Employee that the Eligible Employee’s Episodic Payment Program does not cover the costs of such services. However, such analysis of whether services to be provided to Eligible Employees are Covered Services shall be based upon the pre-approval process to be performed by SFEPs through the Qūb Platform, whereby SFEPs will confirm whether the potential Eligible Employee is covered under the Episodic Payment Program for such services. Participating Provider shall be entitled to rely on this pre-approval determination made by SFEP, and if services are provided pursuant to this Agreement for any such pre-approved Eligible Employee, SFEP shall have no right to later deny payment to Participating Provider for such services as a result of lack of coverage for the Eligible Employee’s services under the Episodic Payment Program. Participating Provider agrees not to bill an Eligible Employee in advance for services to be rendered unless the services required by Eligible Employee are not Covered Services under the Episodic Payment Program and Participating Provider elects in its sole discretion to provide the services anyway and the Eligible Employee has indicated his or her consent thereto in writing. In such circumstances, Participating Provider may bill an Eligible Employee in advance for such non-covered services.

B. Participating Provider may bill an individual directly for any services provided following the date
the individual ceases to be an Eligible Employee, and SFEPs have no obligation to pay for services rendered to individuals who are no longer Eligible Employees, unless SFEP pre-approved such services as Covered Services of the Eligible Employee’s Episodic Payment Program and provided notice of such pre-approval to Participating Provider prior to the rendering of such services to any such Eligible Employees. In such event, SFEP will continue to be obligated to Participating Provider to pay for any such services rendered in accordance with the rates published by Anchor Provider to the Qūb Platform. Participating Provider is not responsible for determining whether a patient is an Eligible Employee and is entitled to rely exclusively on SFEP’s determination made and communicated to Participating Provider prior to the rendering of any services hereunder.

C. Participating Provider agrees that if non-covered services and/or materials are provided to Eligible
Employees, it is the Participating Provider’s responsibility to bill for and collect the non-covered service(s) fees. Participating Provider shall hold SFEP and Anchor Provider harmless for any uncollected fees in connection with non-Covered Services.
 

D. Participating Provider shall initiate Episodic Payment requests within the Qūb Platform for all
Covered Services prior to or within three (3) calendar days from the episode initiation date. Episodic
Payment requests not submitted after a thirty (30) calendar day period following the date of service may be denied for payment unless good cause is shown, and the Participating Provider agrees not to bill the Eligible Employee nor the Eligible Employee’s family for costs associated with such denied Episodic Payments. Participating Provider shall initiate Episodic payment requests through the Qūb Platform for the Eligible Employee and shall use the Participating Provider state license number and tax identification number when submitting the Episodic Payment requests.
 

E. Any amount due to Participating Provider under this Agreement shall be paid within three (3)
calendar days after submitting an Episodic Payment request. If SFEP fails to pay within the period required herein, or should the payment be incorrect, then SFEP shall pay one percent (1%) of the outstanding amount for the month in which the delay or incorrect payment occurred (the “Payment Penalty”). The Payment Penalty shall be due within thirty (30) days of the late and/or inaccurate payment. Such Payment Penalty shall accrue monthly until paid in full.

F. Episodic Payments made by SFEP shall be transferred to a for benefit of account (the “FBO
Account”) managed by Health Here. The FBO Account shall be comprised of all Episodic Payments that
have been made by SFEPs pursuant to Episodic Payment requests but which have not yet been distributed to providers participating in the Episodic Payment Program and, therefore, may consist of the comingled funds of such providers at the time the Episodic Payment due to Participating Provider is transferred to the FBO Account. Health Here shall act as custodian of, but shall hold no legal right to, such funds and will distribute all Episodic Payments due to Participating Provider from the FBO Account in accordance with this Agreement.
 

G. Participating Provider shall refund to SFEPs all undisputed duplicate, erroneous or excess Episodic
payments. In lieu of an uncontested refund, SFEPs may offset future Episodic Payments due Participating Provider. SFEPs or their third party administrators shall correct and pay to Participating Provider all mutually agreed upon underpayments of amounts due by SFEPs under this Agreement.
H. Participating Provider acknowledges and agrees that: (i) Health Here is only responsible for
facilitating payment to Participating Provider through the Qūb Platform upon receipt from Participating
Provider of an Episodic Payment request made in accordance with this Agreement; (ii) the facilitation of
Episodic Payments to Participating Provider shall be accomplished via payment by SFEP to the FBO
Account from which Health Here will then distribute Episodic Payments; (iii) it is the sole responsibility of the SFEP from which payment is due to make timely payment of the Total Episodic Fee through the Qūb Platform in accordance with its Platform Access Agreement; and (iv) Participating Provider will not seek payment from Health Here in the event the SFEP from which payment is due fails to make payment as required by its Platform Access Agreement. Participating Provider shall ensure this provision is included in all its Subcontractors’ contracts.

 

V. RECORDS

A. Participating Provider shall maintain and furnish such records and documents as may be required by
applicable laws, and regulations, and as may be reasonably requested by SFEPs for Episodic Payment
Program requirements, at SFEPs’ expense. Participating Provider shall cooperate with its Subcontractors and SFEPs to facilitate the exchange of records and information necessary for the Quality Assurance and Disease Management Programs, as well as the general operation of the Episodic Payment Program.
 

B. Participating Provider shall provide any of its Subcontractors and SFEPs with reasonable access
during business hours to medical records of Eligible Employees throughout the Term of this Agreement and thereafter for a period of three (3) years from the date the Participating Provider provides the last Covered Service hereunder. Upon request of its Subcontractors or SFEPs, Participating Provider shall provide copies of medical records, including x-rays, to its Subcontractors or SFEPs at Participating Provider’s actual cost for producing such records. The parties agree that all such disclosures shall be made and the records maintained in accordance with the requirements of the Health Insurance Portability and Accountability Act (“HIPAA”).
 

C. Participating Provider shall maintain such medical records and documentation as may be required
by applicable state and federal laws and regulations.
 

D. Participating Provider acknowledges and agrees that Health Here shall retain rights to access and
use the de-identified data produced by and through the Qūb Platform for data aggregation purposes and for its individual business purposes, provided that such use shall comply with HIPAA.
 

 

VI. TERM AND TERMINATION

A. TERM. This Agreement shall begin on the Effective Date and shall continue for three (3) years
from such date unless terminated earlier pursuant to the terms hereof. Thereafter, this Agreement shall be automatically renewed for additional one (1) year periods on the terms, provisions and conditions set forth herein.

B. TERMINATION WITH CAUSE. Participating Provider may terminate this Agreement at any time
for cause. Cause for termination includes, but is not limited to, any one of the following:
 

A. Application of bankruptcy, petition for protection from creditors, or initiation of
insolvency proceedings by or against either party;
 

B. Failure by either party to perform its material duties under this Agreement, which
failure continues un-remedied for a period of thirty (30) calendar days after having
received written notice of such failure by either party;
 

C. Commission of any act or any conduct which may result in the revocation, suspension
or restriction of Participating Provider’s license, certification, controlled substance
permit, or medical staff privileges at any hospital or ambulatory surgery center,
whether or not actually revoked, suspended, or restricted;
 

D. Failure of Participating Provider to maintain required general and/or professional
liability insurance;
 

E. Provision of medical services that are outside the established quality and/or cost
standards of the community;
 

F. Commission or omission of any detrimental act or conduct by Participating Provider
which is detrimental to Eligible Employee’s health or safety; and
Occurrence (1) and (3) through (6) shall be grounds for immediate termination.
 

C. TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement at any time
without cause or prejudice upon ninety (90) calendar days’ prior written notice.
 

D. RIGHTS AND OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement for
any reason, Participating Provider agrees to continue to provide Covered Services to an Eligible Employee who began an Episode of Care with Participating Provider prior to such termination, until such Episode of Care has been completed or arrangements reasonably satisfactory to the SFEP and Eligible Employee have been made to have such treatment provided by another appropriate provider, but in no event shall such period exceed ninety (90) days following the effective date of the termination of the Agreement. The foregoing is subject to the terms and provisions of this Agreement, including the obligation of SFEPs to pay Participating Provider for the provision of these services in accordance with this Agreement.

 

VII. COMPLIANCE WITH LAWS, REGULATIONS AND EPISODIC PAYMENT PLAN
REQUIREMENTS

A. Participating Provider shall be bound by and comply with the provisions of all applicable state and
federal laws and regulations, including but not limited to the Standards for Privacy of Individually
Identifiable Health Information 45 C.F. R. Parts 160 and 164.
 

B. Participating Provider agrees to be bound by and to comply with all applicable rules, procedures
and requirements of the Episodic Payment Program and such information shall be provided by Health Here to Participating Provider in advance of the commencement of services by Participating Provider under this Agreement.

C. Participating Provider agrees to participate in the Quality Assurance, Utilization Management, and
Disease Management Programs which SFEPs have established. Participating Provider agrees that
determinations made under the Utilization Management and Disease Management Programs shall not affect the Anchor Provider’s care to members.

 

VIII. MISCELLANEOUS

A. NOTICE. Any notice required hereunder shall be in writing and shall either be delivered
personally, sent by facsimile with confirmation, or mailed by certified mail, return receipt requested,
postage prepaid, addressed to the party for whom intended at address below each party’s signature.
 

B. INDEPENDENT CONTRACTOR RELATIONSHIP
 

A. Nothing in this Agreement shall be construed to create a principal-agent, employer-
employee, master-servant, partnership or joint venture relationship between Anchor
Provider and Participating Provider. Anchor Provider shall neither have nor exercise
any control over the manner in which the Participating Provider performs this work.
 

B. Nothing in this Agreement, including Participating Provider’s participation in the
Quality Assurance Programs and Utilization Management/Disease Programs, shall be
constructed to interfere with or in any way affect Participating Provider’s obligation to
exercise independent medical judgment in rendering health care services to Eligible
Employees.
 

 

C. AMENDMENT. This Agreement may be amended only in writing and signed by both parties.
 

D. HOLD HARMLESS. Participating Provider agrees to accept and be responsible for its own acts
and omissions, in the operation of the medical center, including the practice of medicine by its employees, agents, and independent contractors, as well as those acts or omissions of such employees, agents and independent contractors.
 

E. CONFIDENTIALITY. Each party shall, in the course of the relationship established by this
Agreement, disclose to the other party in confidence non-public and commercially valuable proprietary
information (collectively referred to as “Confidential Information”). Each party acknowledges that the
disclosing party shall at all times be and remain the owner of all Confidential Information disclosed by such party, and that the party to whom Confidential Information is disclosed may use such Confidential
Information only in furtherance of the purpose and obligations of this Agreement. The party to whom
Confidential Information is disclosed shall use its best efforts, consistent with the manner in which it
protects its own Confidential Information, to preserve the confidentiality of any such Confidential
Information, which such party knows or reasonably should know that the other party deems to be
Confidential Information.

F. ASSIGNMENT. Neither Anchor Provider nor Participating Provider may assign duties, rights or
interests under this Agreement unless the other party shall so approve by written consent; provided,
however, that any reference to a party herein shall include any successor in interest and that party may
assign its duties, rights and interests under this Agreement in whole or in part to an affiliate or to a
subsequent purchaser of such party’s stock and/or substantially all of its assets, or such party may delegate any and all of its duties in the ordinary course of business.
 

G. TRADEMARKS AND COPYRIGHTS. Anchor Provider and Participating Provider agree that
neither party shall use the other party’s name, copyrights, symbols, trademarks and service marks presently existing or later established in advertising or promotional materials or otherwise without the prior written consent of the other party; except as stated in Section II.H of this Agreement.
 

H. NON-EXCLUSIVITY. Subject to Section II.K. of this Agreement, nothing in this Agreement shall
be intended or construed to prevent either party from entering into substantially similar agreements with other entities similar to the other party.
 

I. INSPECTION. Upon reasonable advance written notice and at reasonable hours, Health Here, on
behalf of SFEPs, or its agents may request access to Participating Provider’s premises and operations to ensure that they are adequate to meet the needs of the Eligible Employees.
 

J. HEADINGS. The section headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. Wherever appropriate, the masculine gender may include the feminine or neuter, and the singular may include the plural or vice versa.

K. ATTORNEY FEES. If any legal action or any other proceeding is brought for the enforcement of
this Agreement or because of any alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees, paralegal fees and other costs incurred in connection with such action or preceding and any appeal thereof, in addition to any other remedies available.
 

L. INTERPRETATION. The validity, enforceability and interpretation of this Agreement shall be
governed by any applicable federal law and by the applicable laws of the state in which Participating
Provider is licensed and has rendered Covered Services.
 

M. ENTIRE AGREEMENT. The Agreement and the addendum thereto contains all the terms and
conditions agreed upon by the parties, and supersede all other agreements, express or implied, regarding the subject matter.
 

N. ENFORCEABILITY AND WAIVER. The invalidity and non-enforceability of any term or
provision of this Agreement shall in no way affect the validity or enforceability of any other term or
provision. The waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.
 

O. DISPUTE RESOLUTION PROCEDURE. If a dispute arises relating to this Agreement and cannot
be resolved through informal negotiation between the parties, then the parties will first proceed in good faith to submit the matter to non-binding mediation. Either party may request mediation by notifying the other party in writing of its desire to submit the matter to mediation. Within fifteen (15) days following notice of intent to proceed to mediation, the parties shall jointly select, appoint, and arrange to meet with an impartial person who can mediate and facilitate the parties toward a resolution using an informal and confidential process. The mediation, unless otherwise agreed, shall terminate if the parties have not been able to resolve the dispute within ninety (90) calendar days from the date when mediation meetings began. Except as otherwise set forth herein, should mediation be unsuccessful in resolving the dispute, the dispute shall be submitted to confidential binding arbitration within sixty (60) calendar days following the date of such mediation. Such dispute shall be resolved by binding confidential arbitration pursuant to the American Arbitration Association (“AAA”) Commercial Arbitration Rules then in effect, unless the parties mutually agree to be governed by other rules. Any such arbitration proceeding shall be conducted in San Antonio,Texas. The authority of the arbitrator(s) shall include the right to grant injunctive and other equitable relief; provided, however, nothing herein shall preclude Manager from pursuing injunctive or other equitable relief from a court of competent jurisdiction to enforce its rights under Section 8.5 above. The arbitration shall be commenced as soon as reasonably possible and a written decision shall be rendered within thirty (30) days

thereof. The arbitrators’ decision shall be final, binding and enforceable in a court of competent jurisdiction. Any such arbitration shall be treated as confidential by all parties thereto, except as otherwise provided by law or as otherwise necessary to enforce any judgment or order issued. In any arbitration the parties shall be responsible for their own costs and expenses of arbitration, including their own attorneys’ fees. Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and any federal or state court in Texas having jurisdiction may enter that judgment.