PROVIDER PARTICIPATION AGREEMENT
This Provider Participation Agreement (this “Agreement”), effective as of the date of the last signature set forth on the signature page (the “Effective Date”), is by and between the person or entity identified on the signature page (“Provider”) and Homeward Health RBE MI LLC (“RBE”), and Homeward Health Inc. (“Management Services Organization” or “MSO”) (RBE and MSO being collectively referred to as “Homeward”),(each a "Party" and together the "Parties").
WHEREAS, Homeward contracts with healthcare providers to provide care coordination services in support of such healthcare providers’ participation in Homeward’s value-based contract arrangements with third-party payors; and
WHEREAS, Provider desire to participate in Homeward’s network of participating providers for the purpose of participating in value-based arrangements entered into by Homeward with third-party payors.
The Parties agree as follows:
1. Payor VBC Contracts. Homeward will enter into value-based contracts (“VBC Agreements”) with third-party payors (“VBC Payors”). Provider will participate in such VBC Agreements as participating providers under the VBC Agreement (“Participating Providers”). Provider will acknowledge and agrees that Homeward may realize value-based payments under the applicable VBC Agreement based on costs and health outcomes applicable to patients of the Participating Providers who are assigned to Homeward under VBC Agreements (“Target Patient Population” or “TPP”) and Provider will not have any claim to any portion of any such payment unless otherwise agreed to by Provider and Homeward.
2. Value-Based Care Purpose of Services. Homeward shall provide Services (hereinafter defined) in furtherance of this Agreement that are designed to: (i) coordinate and support the care of Target Patient Population; (ii) improve the quality of care for Target Patient Population; (iii) reduce the costs to or growth in expenditures of payors without reducing the quality of care for Target Patient Population; and/or (iv) transition from healthcare delivery and payment mechanisms based on the volume of items and services provided to mechanisms based on the quality of care and control of costs of care for Target Patient Population. Such Services shall be deployed in collaboration with Provider, as further outlined in Section 3 and 4 below, and shall constitute the Parties’ Value Based Purpose.
3. Homeward Obligations. Homeward (or its applicable affiliate) will provide non-clinical and/or clinical extension services to TPP, as specified in Section 1 of Exhibit A (collectively, the “Services”). Such Services will be rendered at no cost to Provider; Homeward (or its applicable affiliate) will bill third-party payors for the Services rendered (if reimbursable) and Provider will not be responsible for any costs, fees, or any other payment related to the Services provided by Homeward to TPP.
4. Provider Obligations. Provider will provide to Homeward the cooperation, services and deliverables listed in Section 2 of Exhibit A.
4.1 Direct Participation Agreements. Provider will, at all times, maintain a direct participation agreement with each VBC Payor. Provider participation in any VBC Agreement hereunder will not interfere with any direct participation agreement between Provider and applicable VBC Payor(s). Any payments made to Provider by Homeward pursuant to this Agreement will be in addition to, and not in lieu of, any payment for covered services to which Provider is entitled under any direct participation agreement with a VBC Payor.
5. Communication and Collaboration. Homeward and Provider shall maintain open communication. This may include meetings or check-ins that may be scheduled between representatives of Homeward and Provider to discuss patient progress, updates, and any issues or concerns. Parties agree that Homeward may engage the TPP on behalf of Provider in furtherance of this Agreement.
6. Data Sharing. Homeward shall protect the Data Files (defined hereinafter) in accordance with the terms of a Business Associate Agreement (Exhibit B). As used herein, “Data Files” means Target Patient Population’s medical records, contact information, including phone number, mobile phone number (if applicable), email address (to the extent available) and physical address. The Data Files will be sent via secure exchange protocols as agreed upon between the Parties.
7. Compensation. Homeward will pay the Provider a Care Management Fee corresponding to the Service Level selected by Provider, as outlined in Section 2 of Exhibit A.
8. Compliance with Laws. The Parties enter into this Agreement with the intent of conducting their relationship – and will perform the services and all duties hereunder – in full compliance with applicable federal, state, and local laws including, but not limited to, the Physician Self-Referral Law (the “Stark Law”), 42 U.S.C. § 1395nn, the Anti-Kickback Statute (“AKS”), 42 U.S.C. § 1320a-7b(b), and 42 U.S. Code § 300jj–52 (“Information Blocking”).
8.1 Patient Protections. Nothing contained in this Agreement: (a) is payment for, conditioned upon, or in any way related to the existence, volume or value of referrals between the Parties to this Agreement or their affiliates, or (b) is payment for, conditioned upon, or in any way related to the volume or value of any other business which may be generated between the Parties to this Agreement or their affiliates patients or (c) conditioned on referrals of patients who are not part of the Target Patient Population or business not covered under this value-based arrangement. The Parties agree that any referral made by either Party or their affiliates will be made in such Party’s independent professional judgment, and with regard only to the best interest of patients.
9. Term and Termination. The term of this Agreement will begin on the Effective Date and will continue through December 31st of the next calendar year following the Effective Date. This Agreement will automatically renew for consecutive one-year terms unless either Party gives no less than one hundred twenty (120) days’ prior written notice of its intent not to renew this Agreement.
9.1 Termination With Cause. If either Party commits a material breach of any of the terms of this Agreement, then the other Party may terminate this Agreement on no less than sixty (60) days’ prior written notice. The non-breaching Party may, at its sole option, allow the breaching Party to cure the breach within sixty (60) days of such notice, and if the breach is cured to the satisfaction of the non-breaching Party, this Agreement shall not terminate.
9.2 Automatic Termination. This Agreement shall automatically terminate in the event any of the following:
(a) Provider is debarred, excluded from, or opts out of participation in Medicare.
(b) VBC Payors’ contract with CMS to offer a Medicare Advantage product terminates or expires.
(c) Homeward’s applicable VBC Agreements terminate or expire.
(d) Provider’s direct participation agreement(s) with relevant VBC Payors terminates or expires.
10. General Provisions.
10.1 Waiver. No term or provision of this Agreement may be waived, changed, discharged, modified or terminated orally, by course of dealing, or in any other manner other than by an instrument in writing signed by all of the Parties.
10.2 Independent Contractor. None of the provisions of this Agreement will create or be construed to create any relationship between the Parties other than that of independent entities contracting for the sole purpose of effecting the provisions of this Agreement.
10.3 Entire Agreement. This Agreement and duly executed amendments, and Exhibits, constitute the entire Agreement of the Parties with respect to the subject matter hereof. In the event of a conflict between the terms of this Agreement and any applicable Exhibit, the terms of this Agreement will prevail.
10.4 Confidentiality. In connection with this Agreement, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information (hereinafter defined) to the other Party (as the "Receiving Party"). "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's research activities, technology, Intellectual Property (defined hereinafter), trade secrets, know-how, business operations, plans, strategies, customers, and information which concerns a Party's patients, costs, prices and treatment methods at any time used, developed or made by such Party and which is not otherwise available to the public, except to the extent required by law. Each Party agrees that neither it nor any of its staff will at any time, either during or subsequent to the term of this Agreement, disclose to another, use,
copy or permit to be copied, without the express prior written consent of the Party whose Confidential Information in each case whether or not marked, designated, or otherwise identified as "confidential" is to be disclosed, except pursuant to their duties hereunder.
10.5 License to Provider. Subject to the terms and conditions of this Agreement, Homeward, on behalf of itself and its affiliates, hereby grants to Provider during the term of this Agreement a limited, fully paid up, non-exclusive, royalty-free, non-transferable and non-sublicensable license to, and to permit its representatives to, access and use any Background Intellectual Property owned or controlled by Homeward and that Homeward has made available to Provider pursuant to this Agreement solely for purpose of enabling Provider to perform their obligations under this Agreement. "Intellectual Property" means all inventions (whether or not patentable), works of authorship, discoveries, ideas, concepts, expressions, data, data complications, trade secrets, know- how, improvements, methods, techniques, computer software and applications (including source code and object code) technologies, systems, specifications, analyses, products, practices, processes, procedures, protocols, assays, prototypes, formulas, formulations, submissions, algorithms, results, conclusions, and other information and materials, irrespective of whether or not copyrightable or patentable and in any form or medium (tangible, intangible, oral, written, electronic, observational, or other). “Background Intellectual Property” means, as it relates to a Party, any Intellectual Property that is: (a) owned by such Party or its Affiliates prior to the Effective Date; (b) invented, authored (with respect to copyrightable Intellectual Property) or developed or created (with respect to all other Intellectual Property) solely by or on behalf of such Party or its affiliates (including through their representatives) separate and apart from the collaboration; or (c) acquired by such Party or its affiliates outside of this collaboration; in each case, including all modifications, improvements or enhancements of any of the foregoing.
10.6 Trademarks; Publicity. Neither Party may use the other Party’s trademarks or service marks without the express written consent of the other Party. Neither Party may issue a press release, give any statements to the press, refer to the other Party on its website or in the public domain or make any public statements about the Parties’ relationship hereunder, without prior written consent from the other Party. Notwithstanding the foregoing, the Parties may issue a joint press release announcing this Agreement, as may be mutually agreed by the Parties.
10.7 Indemnification.
(a) Provider shall indemnify, defend and hold harmless Homeward, its officers, directors, agents and employees from and against all third-party claims, demands or causes of action (including malpractice claims and including all costs and reasonable attorneys' fees incurred in defending any claim, demand or cause of action) arising out of or resulting from the sole negligence of Provider in the provision of services pursuant to this Agreement or other failure to perform its obligations under this Agreement. This provision shall survive termination of this Agreement with respect to any claims based on facts or conditions which occurred prior to termination.
(b) Homeward shall indemnify, defend and hold harmless Provider from and against all third-party claims, demands or causes of action (including malpractice claims and including all costs and reasonable attorneys' fees incurred in defending any claim, demand or cause of action) arising out of or resulting from the sole negligence of Homeward or other failure to perform the Services or its obligations under this Agreement. This provision shall survive termination of this Agreement with respect to any claims based on facts or conditions that occurred prior to termination.
10.8 Record Maintenance. The parties shall keep the following records for at least six (6) years and make them available to the Secretary of the Department of Health and Human Services upon request:
(a) Records of the methodology for determining the amount of remuneration to be paid under the value-based arrangement hereunder (including any amendments to the methodology).
(b) Records of the actual amount of remuneration paid under the value-based arrangement hereunder.
10.9 Severability. If any part of this Agreement for any reason shall be declared invalid, such invalidity shall not affect the validity of any remaining portion, which shall remain in full force and effect.
10.10 Authority. Each Party signing this Agreement represents and warrants that it is duly authorized to enter into this Agreement on behalf of itself.
10.11 Amendments. This Agreement may be amended at any time by the written agreement of the Parties.
10.12 Governing Law. This Agreement shall be governed in all respects by the law of the State of Minnesota.
10.13 Assignment & Delegation. No Party may assign or transfer any right or interest in this Agreement without the written permission of the other Party, and no Party may delegate any obligation owed by that Party without the written permission of the other Party.
10.14 Notice. All notices, requests, demands and other communications given or delivered under this Agreement shall be in writing and shall be deemed to have been given when personally delivered in writing or via email, as follows:
Exhibit A
SERVICES & COMPENSATION
1. Homeward Services. Homeward will provide the following services: 1.1 Non-Clinical and Clinical Extension Services for Target Patient Population.
(a) Non-Clinical Support Services. Homeward may provide social determinants of health (“SDOH”) services to TPP, including but not limited to home care, transportation, and food access. Homeward may provide care coordination services to patients referred by Provider. Care coordination services may include but are not limited to support for the following: pre-visit services, care transitions (discharge planning and support), scheduling appointment support, and referral process management for Provider.
(b) Clinical Extension Support Services. Homeward, in collaboration with a Provider, may perform preventive care activities. Preventive care activities to be performed by Homeward include, but are not limited to, Annual Wellness Visits, in-home assessments, comprehensive preventive services and screenings, and programs to identify and address gaps in care. Homeward may share after visit summaries and results post visit to Provider. Homeward may build comprehensive health profiles, including identified SDOH, for TPP and share the profiles with Provider.
1.2 Risk Adjustment Assessment & Training. Homeward may conduct routine Electronic Medical Records (EMR) reviews to facilitate risk adjustment processes, ensure the accuracy of code capturing, and improve workflow optimization. These reviews will be conducted in accordance with industry standards and best practices to identify relevant clinical data necessary for risk adjustment assessments. Furthermore, Homeward commits to providing comprehensive training sessions aimed at enhancing personnel proficiency in accurately capturing diagnostic codes within the EMR system. These training sessions will cover coding guidelines, documentation requirements, and risk adjustment methodologies to ensure compliance and accuracy. These services may be on-site or virtual.
2. Provider Services. The Provider will select the appropriate level.
CARE COORDINATION FEE
SERVICES/OBLIGATIONS
$3.00
Per Member Per Month (PMPM)
Provider will support Homeward’s engagement with your patients by: ● Collaborating with Homeward to provide necessary medical information and updates regarding referred patients to facilitate effective care coordination
● Accepting primary care referrals from Homeward for patients in the TPP seeking primary care services
● Encourage medically necessary outbound referrals to Homeward for relevant Clinical Extension or Non- Clinical Services in compliance with applicable laws
● Participating Providers will agree to make available to Homeward Target Patient Population’s medical records, contact information, including phone number, mobile phone number (if applicable), email address (to the extent available) and physical address