This Network Participation Agreement (this "Agreement") is made this * day of *, * (the "Effective Date"), between Psychology for All, Inc. ("PFA") and * * ("Provider"). Provider and PFA are each referred to as a Party and collectively referred to as the Parties.
WHEREAS, PFA has established a network of licensed mental health practitioners (the “Network”) who have agreed to provide limited professional mental health care services as further defined herein (the “Services”) to individuals who apply to PFA for assistance and who are approved to receive assistance from PFA (“Clients”);
WHEREAS, PFA refers Clients to Network participating practitioners and reimburses participating practitioners for the Services performed by the participating practitioners as further described herein; and
WHEREAS, Provider wishes to participate in the Network, PFA has approved the Provider’s participation in the Network subject to Provider’s agreement to enter into this Agreement, and, as a condition of such participation, Provider has agreed to enter into this Agreement.
In consideration of the mutual promises herein contained, the Parties agree as follows:
1. Term. Subject to the terms and conditions of this Agreement, this Agreement shall be effective as of the Effective Date and shall continue in effect until terminated as provided in Section 8. The period that the Agreement is in effect is referred to herein as the “Term”.
2. Provision of Services.
(a) The “Services” shall consist of up to 8 * minute counseling sessions (each such counseling session, a “Session”), to be conducted by Provider within 6 months from the date of the Client’s first Session with Provider; provided, however, that upon the written request of Provider for additional Services necessary to complete treatment, PFA may approve up to 8 additional Sessions to be completed within 12 months from the date of the Client’s first Session with Provider. Service provision from Provider shall include the completion of the Psychological Well-Being (PWB) Scale during the first and last counseling sessions, as well as the PFA Client Program Perceptions Scale before concluding services. Final payment to Provider is contingent on the completion of aforementioned surveys with the Client. However, if the Client does not return within 30 calendar days of Client’s last visit, thus preventing the completion of post-service surveys, then this requirement will be waived, and payment will be issued for the sessions provided to the Client.
(b) Provider may, but shall not be required by this Agreement to, continue to provide services to the Client following completion of the Services. Any services conducted by Provider for the Client after the completion of the Services (or outside the scope of the Services) shall not be subject to or within the scope of this Agreement and the terms of such provision of services shall be solely a matter between Provider and the Client and in no event shall PFA reimburse Provider for any such services rendered after the completion of the Services.
(c) During the Term, Provider agrees to participate in the Network and to provide all Services pursuant to this Agreement as a participating provider in the Network. Participation in the Network does not guarantee that Clients will be referred to Provider, and Provider is not required by PFA to accept any Client for Services or to refer any Client to other participating providers in the Network. If Provider agrees to provide Services to a Client, any Services provided to such Client shall be at a location agreed upon between Provider and Client. Provider shall perform all Services, at all times, in strict accordance with applicable law and the rules and regulations promulgated by any governing body or regulatory agency applicable to the Provider’s profession and provision of services, the professional standards applicable to the professional practice of Provider, and the rules of ethics/conduct applicable to Provider. Provider further agrees to provide Services in a professional, timely and competent manner.
3. Representations of Provider. Provider represents and warrants that the following are true and shall remain true throughout the Term:
(a) Provider is, and shall remain, duly licensed or certified to provide the Services and shall maintain all active licenses, certification and credentialing requirements necessary to provide the Services hereunder, including any such requirements mandated by the State of North Carolina and any applicable regulatory body;
(b) Provider has, and shall maintain, professional liability insurance with a minimum coverage amount of $1,000,000 per occurrence and $3,000,000 in the aggregate, and no less than that required by the North Carolina Medical Practice Act, and shall provide PFA with proof of coverage prior to the performance of Services, annually, and upon the reasonable request of PFA and Provider shall provide PFA with any updates or changes to such coverage within 15 days of the effective date of such update or change;
(c) Provider’s license or certification in any state is not and has never been suspended, revoked, restricted, or deemed to be probationary;
(d) Provider has never been reprimanded, sanctioned, or disciplined by any licensing or accrediting board;
(e) Provider is not and has never been sanctioned, debarred, excluded, or ineligible to participate in any federal or state government contracts or programs (including the List of Excluded Individuals and Entities maintained by the Office of Inspector General, U.S. Department of Health & Human Services), or convicted of a criminal offense with respect to health care reimbursement;
(f) there has never been entered against Provider a final judgment in a professional liability action and no action, based on an allegation of professional liability or malpractice by Provider has ever been settled by payment to the plaintiff;
(g) Provider has never been denied membership or reappointment of membership on the medical staff of any hospital, and no clinical privileges of Provider have ever been suspended, curtailed, or revoked; and
(h) as of the date hereof, Provider has not been the subject of any report or disclosure submitted to the National Practitioner Data Bank.
Provider shall notify PFA immediately if any of the foregoing representations becomes untrue, or if Provider is notified or becomes aware that a representation could become untrue (e.g., Provider is notified by the OIG or another enforcement agency that an investigation has begun that could lead to a sanction, debarment, or exclusion).
4. Contract Rate. For each Client, Provider will be reimbursed by PFA $65 per Session for up to 8 Sessions conducted by Provider within 6 months from the date of the Client’s first Session with Provider. Provider may not seek additional compensation from the Client or any other person with respect to the initial 8 Sessions. Upon the written request of Provider for additional Services and upon approval by PFA, Provider shall be reimbursed $45 per Session for up to 8 additional Sessions conducted by Provider within 12 months from the date of the Client’s first Session with Provider. Provider may further seek reimbursement from the Client with respect to the additional 8 Sessions; provided, however, that in no event may Provider seek reimbursement of more than $20 per Session for such Sessions. Provider shall only be reimbursed for Sessions actually conducted and, except as set forth in this Section 4, shall not be entitled to any additional compensation or reimbursement from any source (including PFA or any Client) with respect to the Services. Provider agrees not to charge any Client a no-show or cancellation fee for the Services or Sessions; provided, however, that any Client who fails to cancel within Provider’s customary notice period or fails to appear for a Session will be charged use of one Session and, if applicable, shall be billed accordingly. Provider may, following completion of the Services, elect to continue providing services to the Client, but such services shall not be subject to (or reimbursed under) this Agreement.
5. Billing. On a monthly basis, Provider shall submit to PFA claims for Services provided pursuant to this Agreement; provided, however, that upon mutual agreement of PFA and the Provider, Provider may submit claims less frequently than monthly but otherwise in accordance with the Section. Any such claims shall be in writing and shall be submitted in accordance with Section 9 hereof. PFA shall reimburse undisputed claims within 30 days of receipt. No claim shall be payable if submitted by Provider more than six months after the date of the applicable Services are provided.
6. Confidentiality. The Parties hereby acknowledge and agree that the terms of this Agreement shall be kept confidential and that neither Party shall disclose matters related to this Agreement without the express written consent of the other Party, unless required to disclose such information by statute, regulation or court order. In addition, during the term of this Agreement, each of the Parties hereto may receive intentionally or unintentionally certain proprietary and confidential information not otherwise a part of public domain through no fault of a Party hereto (“Proprietary Information”), the disclosure of which would be extremely detrimental to the business affairs of the other. Therefore, each of the Parties hereto (for itself and its employees, agents and representatives) agrees to keep the Proprietary Information of the other in the strictest confidence and each agrees not to duplicate any Proprietary Information of the other and not to directly or indirectly divulge, disclose, reveal, report or transfer such Proprietary Information without the prior written consent of the other. This provision shall survive the termination of this Agreement.
7. Indemnity. PFA agrees to indemnify and hold harmless Provider, its employees, officers, trustees, affiliates, agents and representatives from and against any losses, costs, damages, and expenses (including, without limitation, reasonable attorneys’ fees and costs) that arise or relate in any way to any breach by PFA of this Agreement. Provider agrees to indemnify and hold harmless PFA, its employees, officers, trustees, affiliates, agents and representatives from and against any losses, costs, damages, and expenses (including, without limitation, reasonable attorneys’ fees and costs) that arise or relate in any way to any acts or omissions of Provider relating to Provider’s provision of Services or any breach by Provider of this Agreement.
8. Termination. Either Party may terminate this Agreement by providing thirty (30) days prior written notice to the other Party. Either Party may terminate this Agreement immediately as a result of a breach of any of the provisions or terms of this Agreement by the other Party if the breaching Party fails, after ten (10) days written notice, to cure such breach to the reasonable satisfaction of the nonbreaching Party or immediately, if such breach is incapable of cure. PFA may terminate this Agreement immediately upon Provider’s breach of any of the representations or warranties in Section 3.
9. Notices. Any notice, request, instruction or other document to be given hereunder by a Party shall be in writing and shall be deemed to have been given, (a) when received if given in person or by courier or a courier service, or (b) two business days after the date of deposit with the United States Postal Service by certified or registered mail, postage prepaid, return receipt and addressed to the Party at the mailing address set forth on the signature page hereto.
10. Independent Contractor. Provider agrees to provide the Services described herein as an independent contractor. It is mutually understood and agreed that Provider is at all times acting and performing these duties and functions in the capacity of an independent contractor; that PFA shall neither have nor exercise any control or direction over the methods by which Provider performs Services, nor shall PFA and Provider be deemed partners. Provider shall have the right to determine what specific services shall be provided and the manner in which Services shall be provided. It is expressly agreed by the Parties hereto that no work, act, commission or omission by Provider pursuant to the terms and conditions of this Agreement shall be construed to make or render Provider an agent, employee or servant of PFA. Provider shall be responsible for the payment of all federal, state and local taxes incurred as a result of Provider’s duties and obligations under this Agreement, and further agrees to indemnify and hold PFA harmless from the same.
11. Arbitration, Governing Law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The laws of the State of North Carolina shall be applied in any arbitration proceedings, without regard to principles of conflict of laws. The arbitration hearing shall take place in Mecklenburg County, North Carolina before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
12. No Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned by either Party without the prior written consent of the non-assigning Party.
13. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the matters contained herein, and supersedes any and all other discussions, statements and understandings regarding such matters. This Agreement shall be amended only upon the execution of a written agreement by both Parties hereto. Any attempt to amend or modify this Agreement in any manner other than by written instrument executed by the Parties shall be void.
14. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or permitted assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.
15. Miscellaneous.
(a) If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
(b) Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by either Party, or anyone acting on behalf of either Party, which are not embodied herein, and that no other arrangement, statement or promise not contained in this Agreement shall be valid or binding.
(c) This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart may be by electronic transmission and any such counterpart shall be deemed a written and signed original for all purposes.
(d) In addition to those remedies provided for herein, both Parties shall have available all remedies provided by law.