INTEGRATIVE MEDICINE ACCESS
PARTICIPATING PRACTITIONER AGREEMENT
This Integrative Medicine Access Participating Practitioner Agreement (the "Agreement") is made and entered into as of (the "Effective Date"), by and between Integrative Medicine Access ("IMA"), a California non-profit corporation, and ("Practitioner"). IMA and Practitioner are sometimes referred to in this Agreement as a "Party" or, collectively, as the "Parties".
A. IMA is the owner and operator of that certain website domain with the uniform resource locator http://www.integrativemedicineaccess.org (the "Website"). The Website facilitates the connection of certain qualified and registered clients ("Clients") with participating health care practitioners ("Participating Practitioners") for the scheduling of medical appointments (the "Services");
B. Practitioner is duly licensed, as applicable, and a qualified health care practitioner in at least one of the modalities set forth on Exhibit A (collectively the "Modalities" and individually "Modality"). IMA reserves the right to modify Exhibit A at any time and without notice in its sole and absolute discretion.
C. Practitioner is not and has not appeared on the United States Department of Health Human Services, Office of Inspector General’s List of Excluded Individuals and Entities ("LEIE"), has not had his or her privileges revoked or suspended at any hospital wherein Practitioner maintained such privileges, if applicable, and has not been convicted of any civil or criminal offense related to health care fraud and abuse; and
D. IMA desires to include Practitioner in its panel of Participating Practitioners, and Practitioner desires to be so included and to abide by the terms of this Agreement.
NOW, THEREFORE, for and in consideration of the recitals above and the mutual covenants and conditions herein contained, IMA and Practitioner agree as follows:
1. Practitioner’s Responsibilities
1.1. Practitioner’s Representations and Warranties. Practitioner hereby warrants and represents that:
1.1.1. Practitioner qualified to practice in at least one of the Modalities, and to the extent applicable, is licensed in the State of California to practice in such Modality. Practitioner shall provide proof of such licensure and any related certifications upon request, if applicable.
1.1.2. Practitioner shall permit IMA access to Practitioner’s record in the National Practitioner Data Bank.
1.1.3. Practitioner has not had his or her license to practice in any Modality in the State of California, or any other state, denied, revoked, suspended, restricted, or voluntarily released, if applicable.
1.1.4. Practitioner is not and has not appeared on the LEIE;
1.1.5. Practitioner has not had his or her medical staff privileges denied, revoked, suspended, restricted, or voluntarily released at any hospital wherein Practitioner maintained such privileges, if applicable;
1.1.6. Practitioner has not had his or her Drug Enforcement Agency number denied, revoked, suspended, restricted, or voluntarily released, if applicable;
1.1.7. Practitioner has not been convicted of a criminal offense related to health care, nor has Practitioner been subjected to civil liability for health care fraud and abuse violations, nor has Practitioner been listed by any federal agency as debarred, excluded or otherwise ineligible for federal program participation;
1.1.8. Practitioner shall comply with all applicable laws, statutes, regulations, ordinances, and other legal authorities applicable to the practice of medicine and this Agreement ("Applicable Law"); and
1.1.9. Practitioner has provided only truthful and accurate information in connection with its application to become a Participating Practitioner.
1.2. Notification of Certain Events. Practitioner shall notify IMA in writing within twenty-four hours after the change or occurrence of any one or more of the events set forth in Section 1.1.
1.3. Administrative Reports. On or before the fifteenth (15th) day following a month during the term of this Agreement and at such other times as IMA may request, Practitioner shall submit to the IMA, in such detail and on such forms as IMA may require from time to time, documentation on which the Practitioner reports all services performed by Practitioner to Clients (each a "Report"). Notwithstanding the above, Practitioner shall only include Clients in the Report who execute a valid and Health Insurance Portability and Accountability Act of 1996, as amended and including its implementing regulations ("HIPAA"), compliant "Protected Health Information Privacy Release." A copy of the Protected Health Information Privacy Release form is attached hereto as Exhibit B.
1.3.1. Deidentified Report. For all Clients who do not execute a valid Protected Health Information Privacy Release, Practitioner shall only provide deidentified information regarding Services rendered to such Clients (the "Deidentified Report").
1.3.2. Other Reports. Practitioner shall prepare and file such additional or supplementary reports as IMA may reasonably request and shall be prepared to analyze and interpret such reports upon the request of IMA.
1.4. Credentialing. It is the policy of IMA process applications of Providers who are qualified to practice in their respective Modality or Modalities, demonstrative their experience, background, training, licensure (if applicable), ability, as well as demonstrate by reference that they are able to adhere to the ethics of their respective professions. As a condition to entering into this Agreement, Practitioner shall provide IMA any and all of the following information at its sole and absolute request:
1.4.1. Education and Training. Any information about Practitioner’s education and training, including but not limited to secondary level, university level, graduate level, specialty, whether or not accredited by any organization or authorized by the U.S. Department of Education to accredit for the Modality, any and all written and/or oral examinations for an accreditation program (including by way of example the National Board of Chiropractic Examiners, the National Certification Commission for Acupuncture and Oriental Medicine, the American Association of Naturopathic Physicians, or the National Certification Board for Therapeutic Massage and Bodywork).
1.4.2. Licensing. To the extent applicable, any and all licensure information, including the form of licensure, restrictions, if any, on licensure, and information about the training for the licensure not included in response to Section 1.4.1. Also to the extent applicable, any DEA certification.
1.4.3. Professional Certification. To the extent applicable, any and all information about professional membership organizations in which you are a member, the form of membership, the criteria for membership and the duration of the
1.4.4. Professional Liability Insurance. If possible, a copy of current professional liability insurance information or the relevant insurance information.
1.4.5. References. Two professional references.
1.5. Rendering of Services.
1.5.1. Guarantee of Availability. Practitioner agrees to make available at least Ten Percent (10%) of his or her total weekly practice time to the treatment and consultation of Clients.
1.5.2. Financial Matters.
1.5.2.1. Uninsured Clients. Practitioner agrees to accept as payment in full for Services rendered to Uninsured Clients a fee of Twenty Dollars ($20.00) ("First Fee") for each initial appointment, and Ten Dollars ($10.00) for each subsequent appointment ("Subsequent Fee"). An "Uninsured Client" refers to a Client who has no agreement with any third party payer, directly or indirectly, for payment in whole or in part of Client’s health care expenses and medical treatment, as evidenced by a health insurance policy, coverage through a federal or state program, or coverage that may result from certain third party liability, directly or indirectly, through tort or contract.
1.5.2.2. Insured Clients. If a Client does not meet the definition of Uninsured Client ("Insured Clients"), Practitioner may bill and collect payment from Insured Client’s insurance provider if required by Applicable Law.
1.5.2.3. Client "No Shows". If a Client fails to provide Practitioner with notice of no less than one (1) business days to cancel an appointment with Practitioner, Practitioner may charge the Client either the Initial Fee or Subsequent Fee, as applicable. If the Client fails to provide proper notice on more than one occasion, Practitioner may take necessary steps to terminate its Practitioner-Client relationship with such Client, so long as such steps are taken in compliance with Applicable Law.
1.5.2.4. Acknowledgment. While IMA strives to allow only individuals meeting certain income and financial requirements to access Practitioner’s Services as Clients, IMA cannot absolutely guarantee the accuracy of such financial information, and is not responsible or liable for any damages or other consequences Practitioner may face due to the inaccuracy of such financial information.
1.5.3. Listing on Website. Practitioner agrees to be listed as a Participating Provider on IMA’s website (the "Website"). The Website uniform resource locator is http://www.integrativemedicineacces.org
1.5.4. Permission to Provide Email Address. Practitioner hereby consents that IMA may provide the email address of Practitioner to individuals and entities that offer services that may be beneficial to Practitioner and/or Clients. Practitioner is under no obligation to utilize any services so offered, and his or her status as a Participating Practitioner is in no way conditioned on utilizing such services.
2. IMA’s Responsibilities.
2.1. Maintenance of Website. IMA agrees to maintain the Website, and to maintain Practitioner’s listing on the Website as a Participating Provider during the term of this Agreement.
2.2. No Guarantee of Client Volume. IMA absolutely does not, and cannot, guarantee any minimum or maximum volume of Clients will utilize Practitioner’s
2.3. No Compensation. IMA will not provide any compensation, financial or otherwise, to Practitioner.
3. Term and Termination.
3.1. Term. Subject to each Party's right of termination as set forth below, this Agreement is entered into as of the Effective Date, and shall remain in full force and effect for one (1) year from the Effective Date. This Agreement may be renewed for additional term(s) of one (1) year upon mutual written agreement of the parties.
3.2. Immediate Termination by IMA. IMA reserves the right to terminate this Agreement effective immediately upon provision of written notice for any reason whatsoever. Such termination shall not relieve Practitioner of its duty to comply with California’s and the California Medical Board’s requirements for the termination of Practitioner-Client relationships, i.e., Practitioner may not abandon any Clients due to termination of the Agreement.
3.3. Termination by Practitioner. Practitioner may terminate this Agreement without cause upon thirty (30) days’ written notice. Such termination shall not relieve Practitioner of its duty to comply with California’s and the California Medical Board’s requirements for the termination of Practitioner-Client relationships, i.e., Practitioner may not abandon any Clients due to termination of the Agreement.
4. Relationship of the Parties.
4.1. Independent Contractor. In the performance of the work, duties and obligations required of Practitioner under this Agreement, it is mutually understood and agreed that Practitioner shall at all times be acting as an independent contractor trained in the profession of medicine and that Practitioner shall not be an employee, agent or joint venturer of the IMA, and nothing herein contained shall be construed to authorize either party to act as agent for the other. Practitioner shall not be subject to any IMA policies solely applicable to IMA's employees, and shall not be eligible for any employee benefit plan offered by IMA.
4.2. No Direction or Control. IMA shall neither have nor exercise any control or direction over the method by which Practitioner exercises professional judgment. Practitioner shall perform Practitioner’s work and functions in strict accordance with Applicable Laws and with currently approved methods and practices of the medical profession. As an independent contractor, Practitioner retains the right to engage in the private practice of medicine, and nothing in this Agreement shall be interpreted as limiting or restricting that right in any way.
4.3. Survival. The provisions of this Section 4 shall survive expiration or other termination of this Agreement, regardless of the cause of such termination.
5. Insurance. Practitioner shall maintain at all times professional liability insurance with a company or companies approved by IMA, with limits of not less than that what is required under the applicable state or local regulation, or trade regulation. Said insurance shall provide that IMA shall receive not less than twenty (20) days’ notice prior to any cancellation or reduction of coverage, and shall be named as an additional insured. Prior to the commencement of this Agreement and from time to time thereafter at the request of IMA, Practitioner shall provide IMA with certificates of insurance evidencing the foregoing coverage and provisions.
6. HIPAA Compliance and Confidentiality of Client Information. Practitioner shall not disclose to any third party, except where permitted or required by law, or where such disclosure is expressly approved by IMA in writing, any Client or medical record information regarding IMA Clients, and Practitioner shall comply with all federal and state laws and regulations, and all rules, regulations and policies of IMA and its Medical Staff, regarding the confidentiality of such information. Practitioner acknowledges that in receiving or otherwise dealing with any records or information from IMA about IMA Clients receiving treatment for alcohol or drug abuse, Practitioner is fully bound by the provisions of the federal regulations governing Confidentiality of Alcohol and Drug Abuse Patient Records (42 C.F.R. Part 2, as amended from time to time). In addition, Practitioner shall not use or disclose any protected health information and individually identifiable health information, as defined in 45 CFR Part 164 (collectively, the "Protected Health Information"), concerning a Client other than as permitted by this Agreement or provisions of the federal privacy regulations (the "Federal Privacy Regulations") and the federal security standards (the "Federal Security Regulations") as contained in 45 CFR Part 164. Practitioner will implement appropriate safeguards to prevent the use or disclosure of a Client’s Protected Health Information other than as provided for by this Agreement. Practitioner will promptly report to IMA any use or disclosure of a Client’s Protected Health Information not provided for by this Agreement of which Practitioner becomes aware. In the event Practitioner, with IMA’s approval, contracts with any subcontractors or agents to whom Practitioner provides a Client’s Protected Health Information received from Practitioner, Practitioner shall include provisions in such agreements whereby the subcontractor and agent agree to the same restrictions and conditions that apply to Practitioner with respect to such Client’s Protected Health Information. Practitioner will make his internal practices, books, and records relating to the use and disclosure of a Client’s Protected Health Information available to the Secretary of Health and Human Services to the extent required for determining compliance with the Federal Privacy Regulations and the Federal Security Regulations. Notwithstanding the foregoing, no attorney-client, accountant-client, or other legal privilege shall be deemed waived by Practitioner or IMA by virtue of this Paragraph. The Parties shall execute the Business Associate Agreement attached hereto as Exhibit B.
7. General Terms.
7.1. Binding Effect. The parties agree that this Agreement shall not be binding upon IMA or the Practitioner unless and until it is executed by the Practitioner and an authorized representative of IMA.
7.2. Governing Law; Venue. This Agreement has been made and executed in, and shall be construed and enforced according to the laws of the State of California, without reference to its conflict of law principles. Venue shall be in the County of Los Angeles. In the event of a dispute, the Parties shall submit such dispute to mandatory arbitration conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS"). Each Party shall pay its own expenses in connection with the arbitration, although an arbitrator may award the prevailing party reasonable costs and attorney’s fees.
7.3. Assignment. The obligations of Practitioner hereunder are personal and may not be assigned, delegated or transferred in any manner whatsoever, except as expressly permitted herein, nor are such obligations subject to involuntary alienation, assignment, or transfer. Any attempted or purported assignment shall be grounds for immediate termination of this Agreement by IMA. IMA may freely assign this Agreement, without Practitioner’s permission, to any wholly owned subsidiary or any entity owning a controlling interest in IMA.
7.4. Amendments. This Agreement may be amended only by an instrument in writing signed by both Parties.
7.5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
7.6. Entire Agreement. This Agreement is the entire understanding and agreement of the Parties regarding its subject matter, and supersedes any prior oral or written agreements, representations, understandings or discussions between the Parties. No other understanding between the Parties shall be binding on them unless set forth in writing, signed and attached to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the date first above written.
PRACTITIONER
EXIBIT A
Acupuncture
Alexander Technique
Functional Medicine
Healing Touch
Hypnosis/Guided Imagery
Integrative Medical Doctor
Jin Shin Jyutsu
Massage Therapy
Mind-Body Medicine
Naturopathic Medicine
Physical Therapy
EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT
1. Business Associate may use and disclose the Protected Health Information of a Practice or Provider (each, a “Covered Entity” to provide Covered Entity with services contemplated by the Agreement. Except as expressly provided below, this Addendum does not authorize Business Associate make any use or disclosure of Protected Health Information that Covered Entity would not be permitted to make.
2. Business Associate will:
(a) Not use or further disclose Covered Entity’s Protected Health Information except as permitted by the Agreement or this Addendum, or as required by law;
(b) Use appropriate safeguards, and comply, where applicable, with the HIPAA Security Rule with respect to electronic protected health information, to prevent use or disclosure of Covered Entity’s Protected Health Information other than as provided for by the Principal Agreements or this Addendum.
(c) Report to Covered Entity within 30 days of discovery any use or disclosure of Covered Entity’s Protected Health Information not provided for by the Principal Agreements or this Addendum of which it becomes aware, including breaches of unsecured protected health information as required by the Data Breach Notification Rule (45 CFR § 164.410), and any security incident of which Business Associate
(d) Ensure that any of Business Associate’s subcontractors that create, receive, maintain, or transmit protected health information on behalf of Business Associate agree in writing to the same restrictions and conditions that apply to Business Associate with respect to such information, including compliance with the HIPAA Security Rule with respect to electronic protected health information;
(e) Make any Protected Health Information in a designated record set available to Covered Entity to enable Covered Entity to meet its obligation to provide access to the information in accordance with 45 CFR § 164.524;
(f) Make any Protected Health Information in a designated record set available for amendment and incorporate any amendments to Protected Health Information as directed by Covered Entity pursuant to 45 CFR § 164.526;
(g) Make available to Covered Entity the information concerning disclosures that Business Associate makes of Covered Entity’s Protected Health Information required to enable Covered Entity to provide an accounting of disclosures in accordance with 45 CFR § 164.528;
(h) To the extent that Business Associate carries out Covered Entity’s obligations under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligations;
(i) Make Business Associate’s internal practices, books, and records relating to Business Associate’s use and disclosure of Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary of the United States Department of Health and Human Services for purposes of determining Covered Entity’s compliance with the HIPAA
(j) Limit its requests for and uses and disclosures of Covered Entity’s Protected Health Information to the minimum necessary, and comply with any minimum necessary policies and procedures that Covered Entity provides to Business Associate;
(k) Upon termination of the Agreement, return or destroy all Covered Entity’s Protected Health Information that Business Associate still maintains in any form and retain no copies of such information or, if return or destruction is not feasible, extend the protections of this Addendum to that information and limit further use and disclosure to those purposes that make the return or destruction of the information infeasible.
3. Business Associate may use Covered Entity’s Protected Health Information for the management and administration of Business Associate’s company and to carry out Business Associate’s own legal responsibilities, and Business Associate may disclose the information for these purposes if Business Associate is required to do so by law, or if Business Associate obtains reasonable assurances from the recipient of the information (1) that it will be held confidentially, and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and (2) that the recipient will notify Business Associate of any instances of which the recipient is aware in which the confidentiality of the information is breached.
4. Business Associate may use Covered Entity’s Protected Health Information for data aggregation, as permitted by the Privacy Rule.
5. Business Associate may de-identity Covered Entity’s Protected Health Information, and use and disclosed the de-identified information without restriction.
6. If Covered Entity determines that Business Associate has violated a material term of this Addendum, and if Business Associate fails to cure such violation within 30 days of delivery of written notice thereof, Covered Entity may immediately terminate the Agreement. This Addendum shall remain in effect as long as Business Associate maintains or has access to Covered Entity’s Protected Health Information, regardless of the termination of the Agreement.
7. This Addendum is to be interpreted in accordance with HIPAA, the HITECH Act, and the regulations promulgated thereunder, as amended from time to time.
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