This State Network Physician CLINIC Agreement (hereinafter "Agreement") is made and entered into by and between Advanced Health Systems, Inc. (hereinafter referred to as "COMPANY"), and _____________________________________ (hereinafter referred to as "CLINIC").
 

1.1 COMPANY is a Mississippi general business corporation pursuant to Section 79-4-1 et. Seq. Mississippi Code 1972.
 

1.2 CLINIC through its CLINIC Physicians are committed to the delivery of health care services in an efficient and effective manner, recognizing the need to contain health care costs and to improve health care.
 

1.3 For consideration of being designated as a Network Provider for the State and School Employees' Health Insurance Plan, CLINIC and its CLINIC Physicians agree to the terms and conditions outlined in this Agreement.
 

2.1 "Agreement" means this State Network Physician CLINIC Agreement, including any attachments and addendums hereto, and all subsequent amendments hereafter made a part of this Agreement.
 

2.2 "Allowable Charge" means the lessor of the submitted charge or the amount established by COMPANY as the maximum amount allowed for Covered Services under the terms of the Network Participant's Health Plan.
 

2.3 "CLINIC Physicians" mean those physicians associated with CLINIC that meet the minimum credentials criteria as outlined in Attachment A and are subject to the terms of this Agreement.
 

2.4 "Covered Services" means those Medically Necessary health care services for which benefits are specified under the Health Plan as defined in the Health Plan's Master Document.
 

2.5 "Health Plan" means the State and School Employees' Health Insurance Plans as authorized by Section 25-15-3 et seq. of the Mississippi Code.
 

2.6 "Medically Necessary" services (or "Medical Necessity") means those services provided by a hospital, physician, other provider that are required to identify or treat a Network Participant's illness or injury and which are determined to be covered under Health Plan based on the criteria listed immediately below in (a) through (d). To be determined Medically Necessary, the services must be:

       (a)    Consistent with the symptoms or diagnosis and treatment of the Network Part~cipant's condition, disease, ailment or injury; and
       (b)    appropriate with regard to standards of good medical practice; and
       (c)    not solely for the convenience of the Network Participant his or her physician, or other provider; and
       (d)    The most appropriate supply or level of service which can safely provided to Network Participant
                When applied to the care of an inpatient, it further means that services for the
                Network Participant's medical symptoms or condition require that the services cannot
                be safely provided to the Network Participant as an outpatient.
 

2.6 "Network Participants" means employees or individuals and their enrolled dependents covered under the State and School Employees' Health Insurance Plan who are entitled to receive health care benefits as defined in and pursuant to the Health Plan.

2.7 "Network Provider" means the CLINIC and CLINIC Physicians that have entered into this Agreement with COMPANY wherein the CLINIC and CLINIC Physicians as Network Providers agree to render health care services to Network Participants.

2.8 "Utilization Management" means the program which is used to determine whether the services provided by CLINIC Physicians, or to be provided by CLINIC Physicians, are Medically Necessary under the Health Plan.
 

3.1 CLINIC shall be entitled to Compensation for Covered Services rendered in an amount not to exceed the Allowable Charge. Except as provided in Paragraph 3.4 of this contract, CLINIC shall neither bill nor attempt to collect from the Network Participant, COMPANY, or any third party any amount in excess of the Allowable Charge for all Covered Service. CLINIC shall not bill the Network Participant for any amount in excess of the Allowable Charge, nor any supervisory or administrative charges, including but not limited to supervision of laboratory testing in the hospital setting.

3.2 CLINIC shall accept and adhere to the Allowable Charge for Covered Services when the Health Plan benefits are provided as primary payor.

3.3 CLINIC shall be entitled to any deductible, co-payment, or co-insurance amounts specified by the applicable Health Plan.

3.4 CLINIC shall be entitled to compensation from Network Participants for health care services not covered under the Health Plan, for health care services provided to Network Participants after the benefits set forth in the Health Plan have been exhausted, and for health care services which are determined not to be Medically Necessary under the Utilization Management Program provided the Network Provider fully cooperated with the Utilization Management Program up to and including the appeals process. CLINIC or CLINIC Physician shall use its best efforts to notify health plan participants that a service is not covered prior to rendering such service.

3.5 CLINIC shall cooperate with Health Plan's audit programs including, but not limited to, facility bill aud|t and coding validation, physician bill audit, and to provide without charge all necessary information for the completion of such audits. Any such audit will be performed during normal business hours. CLINIC will be notified in advance of audit date.

3.6 CLINIC shall submit claims to Health Plan for covered medical services rendered to Network Participants in a format acceptable to Health Plan and in a timely mariner. CLINIC shall comply with nationally accepted coding, policies and guidelines (CPT, HCPCS, ICD9) when filing claims. CLINIC agrees to file clams with other carrier when Health Plan is secondary in coordination of benefits. Under such circumstances, the Health Plan will provide benefits for the patients responsibility amount, as defined by the primary payor, not to exceed the COMPANY's Allowable Charge.

3.7 CLINIC and CLINIC Physicians agree to cooperate with the Health Plan's Utilization Management vendor including notifying the vendor of any procedures requiring pre-certification.

3.8 CLINIC agrees to bill for services consistent with CLINIC's normal charge master.

3.9 CLINIC and CLINIC Physicians shall prepare and maintain medical records on Network Participants as required by law. CLINIC shall further provide upon request and without charge, information including medical records of a Network Participant reasonably required in order to determine benefits and verify services related to Covered Services.

3.10 CLINIC and CLINIC Physicians shall cooperate in quality management/improvement programs designed to ensure the provision of high quality health care services for Network Participants.

3.11 CLINIC shall promptly refund to Health Plan duplicate or erroneous clams payments.

3.12 CLINIC shall ensure that CLINIC Physicians maintain minimum credentials as outlined in Attachment A.

3.13 CLINIC and CLINIC Physicians shall cooperate with COMPANY's credentialing and re-credentialing process.

3.14 CLINIC and CLINIC Physicians shall permit publication and distribution of their names and address as a Network Provider.

3.15 CLINIC agrees to cooperate with the Health Plan and its claims administration in responding to Network Participants' inquiries and complaints.

3.16 CLINIC agrees to promptly notify the COMPANY if new patients are not being accepted by CLINIC or individual CLINIC Physician.

3.l7 CLINIC agrees to ensure that CLINIC Physician refers to other participating providers whenever possible, and to otherwise notify the Network Participant that the Participant is being referred to a non-participating provider.

4. 1 COMPANY agrees to ensure payments due under this Agreement are made directly to CLINIC for covered Services rendered to each Network Participant in accordance with the Section 25-l5-17 of the Mississippi Code.

4.2 COMPANY agrees to ensure that the Health Plan pays CLINIC for Covered Services the Allowable Charge, subject to any deductible and coinsurance/copayments required by the Health Plan.

4 .3 COMPANY shall include CLINIC's and CLINIC Physicians' names in notifications to Network Participants of those providers that are State Network providers.

4.4 COMPANY shall not be responsible for any misrepresentation of the Health Plan made to CLINIC by Network Participants, claims administrator or utilization management vendor.

4.5 COMPANY agrees to provide CLINIC with information on covered services, claims filing procedures and utilizations management requirements.

4.6 COMPANY shall review the allowances at least annually and implement any adjustments effective the following January 1st. CLINIC or CLINIC Physicians may request a sample of the allowances prior to implementation of the adjustments.
 

5.1 When executed by both parties, this Agreement shall become effective and shall continue in effect until terminated.

5.2 Either party may terminate this Agreement, with or without cause, by giving prior written notice of at least sixty (60) days to the other party, provided termination shall be made effective on the last day of a calender month. Nothing contained in this Agreement shall be construed to limit either party's lawful remedies in the event of a material breach of this Agreement.

5.3 Notwithstanding termination of this Agreement, COMPANY shall continue to have access to records pertaining to Network Participants to the extent permitted by law and as necessary to fulfill the terms of this Agreement.

5.4 CLINIC Physicians shall automatically terminate upon the suspension or revocation of CLINIC Physician's license to practice medicine, effective with the date of such suspension, revocation, or change.

6.2 COMPANY and CLINIC each reserves the right and control of the use of its own name, symbols, trademarks, and service marks presently existing or later established. In addition, neither COMPANY or CLINIC shall use the other party's name, symbols, trademarks, or service marks in advertising or promotional material or otherwise without the prior written consent of that party and cease any such usage immediately upon termination of this Agreement, whichever is sooner. CLINIC does grant COMPANY the right to use its name marketing and for carrying out the terms of the Agreement.

6.2 COMPANY and CLINIC are independent legal entities.

6.3 Neither COMPANY nor CLINIC nor any of their respecting employees of ague shall be liable for any act or omissions of the other party.

6.4 Any notices required to be given pursuant to the terms and provisions of this agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to COMPANY at Post Office Box 23070, Jackson, Mississippi, 39225-3070, and to CLINIC at _________________________________________________________________________. Notice shall be effective on the date indicated on the return receipt.

6.5 In the event that either COMPANY or CLINIC initiate any action, suit, or proceedings to enforce the provisions of this Agreement, each party shall bear its own costs and attorney fees.

6.6 This Agreement shall be construed and enforced in accordance with the laws of the State of Mississippi.

6.7 This Agreement may be amended at any time during the term of the Agreement by mutual written consent of duly authorized representatives of the parties.

6.8 This Agreement cannot be assigned without the written consent of the parties.

6.9 CLINIC Physicians shall be free to exercise absolute discretion in the conduct of any and all activities which may reasonably be considered as constituting the practice of medicine. The professional responsibility to the Network Participants for the delivery of medical services shall at all times remain with the CLINIC Physicians.

IN WITNESS WHEREOF, COMPANY and CLINIC, acting through their duly authorized chief executive officers, have executed this Agreement in duplicate on the date(s) indicated below.
 

Date: ____________________________	ADVANCED HEALTH SYSTEMS, INC. By: _______________________________                    Authorized officer
	Title: _______________________________
Date: ____________________________	____________________________________                    (CLINIC) By: _______________________________                    Authorized officer
	Title: _______________________________

9/02/99-Rev.