Ancillary Services Agreement

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit 10.7(a)

Ancillary Services Agreement

This Ancillary Services Agreement (“Agreement”) is between Cigna Health Corporation on behalf of itself and its affiliates and subsidiaries (“Cigna”) and Omada Health, Inc. (“Provider”) and is effective upon ▇▇▇▇▇’s execution and implementation of the Agreement into its administrative systems. Provider will be notified of the Effective Date via ▇▇▇▇▇’s return of the signed contract to Provider, and will be indicated in the space below.

Effective Date: May 31, 2018

▇▇▇▇▇ and Provider hereby agree, that upon the Effective Date, a) that certain Master Services Agreement dated September 28, 2015, by and between Provider and ▇▇▇▇▇, together with that Certain Statement of Work No. 1, entered into pursuant thereto, each as amended to date (the “Prior Agreement”) shall terminate and b) all Participants (as defined in the Prior Agreement) enrolled pursuant to the Prior Agreement shall be considered Program Participants under this Agreement.

SECTION 1. DEFINITIONS

means the rules, policies and procedures adopted by Cigna or a Payor to be followed by Provider in providing services and doing business with Cigna and Payors under this Agreement.

means a reduced-cost gym membership program arranged for by Cigna through [***].

means an organization, such as an employer, which contracts with Cigna for the provision of self-insured medical coverage for its Members.

means a [***] as referenced in the attached Exhibit A.

means a certificate of coverage, summary plan description or other document or agreement which specifies the health care services to be provided or reimbursed for the benefit of a Participant.

means a [***] as referenced in the milestone achievements in the attached Exhibit A.

means Participants who complete the online enrollment process and agree to the Provider’s Participant Agreements.

means the demographic and/or medical criteria by which a Participant is evaluated for the potential acceptance into the Program.

means any subsidiary or affiliate of Cigna Corporation.

means a payment that is the financial responsibility of the Participant under a Benefit Plan for Covered Services that is calculated as [***] or, if [***] or as [***].

means a payment that is the financial responsibility of the Participant under a Benefit Plan for Covered Services that is calculated as [***].

means those health care services for which a Participant is entitled to receive coverage under the terms and conditions of the Participant’s Benefit Plan.

means the format, frequency and method of data to be shared by Provider, to Cigna for reporting purposes in the Agreement or otherwise in writing.

means a payment for Covered Services calculated as [***] that is the financial responsibility of the Participant under a Benefit Plan prior to qualifying for reimbursement for subsequent health care costs under the terms of a Benefit Plan.

means the [***] for each Program Participant.

means the [***] as referenced in the attached Exhibit A.

means the Services to be provided by Provider as outlined in this Agreement, the Services Agreement and consist of Provider’s online program for Participants at risk for diabetes and cardiovascular disease.

means the Participant’s primary place of residence or the residence where Participant is receiving Home Medical Equipment services.

means the [***] as referenced in the attached Exhibit A to the Agreement.

means services and supplies that satisfy the Medical Necessity requirements under the applicable Benefit Plan. No service is a Covered Service unless it is Medically Necessary.

means the Mutual Confidentiality and Non-Disclosure Agreement dated December 11, 2014, as amended between Cigna and Provider.

means any individual, or eligible dependent of such individual, whether referred to as “Insured”, “Subscriber”, “Member”, “Participant”, “Enrollee”, “Dependent”, or similar designation, who is eligible and enrolled to receive Covered Services.

means Provider’s Terms of Use, Privacy Policy and Notice of HIPAA Practices (all of which are accessible at ▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇).

means a hospital, physician or group of physicians, or any other health care practitioner or entity that has a direct or indirect contractual arrangement with Cigna to provide Covered Services with regard to the Benefit Plan covering the Participant.

means the person or entity obligated to a Participant to provide reimbursement for Covered Services under the Participant’s Benefit Plan and which Cigna has agreed may access services under this Agreement.

shall have the meaning given such term in Section 4.3.

Agreement as outlined in the Cigna Master Service Agreement that was in effect September 28, 2015.

means an online program administered by Provider for Participants who are at risk for diabetes and cardiovascular disease, which consists of its proprietary technology platform and systems (including, without limitation, hardware, software, algorithms and other underlying technology or components of or used to provide the Program and any Covered Services or other health care services provided by Provider in combination therewith) and any proprietary information, technical information, data, content, documentation and other materials related thereto.

means a Clinically Qualified Participant that enrolls into the Provider’s online Program.

shall have the meaning given such term in Section 6.5.

means the program described in the Administrative Guidelines relating to the quality of Covered Services provided to Participants.

shall have the meaning given to such term in Section 6.8.

means the date on which a new Clinically Qualified Program Participant receives an email from Provider notifying him or her that he or she may access the first lesson of the curriculum.

CHLIC Services Agreement describing Cigna responsibilities to Provider

An entity indirectly involved with the Agreement but is not a principal party to the arrangement.

shall have the meaning given such term in Section 4.3.

means a process to review and determine whether certain health care services provided or to be provided are Medically Necessary and in accordance with the Administrative Guidelines.

means a deliverable under this Agreement that is produced by Omada specifically for Cigna to achieve the objectives of this Agreement and which the parties mutually agree in writing shall be treated as Work Product for purposes of Section 6.3.

SECTION 2. DUTIES OF PROVIDER

Provider shall provide Covered Services to Participants upon the terms and conditions set forth in this Agreement and the Administrative Guidelines. All services provided by Provider within the scope of Provider’s practice or license must be provided on a participating basis. Regardless of Provider’s physical location, all aspects of Provider’s practice are participating under the terms of this Agreement unless Covered Services are provided under the terms of another applicable Cigna participation agreement.

Provider shall provide Covered Services with the same standard of care, skill and diligence customarily used by similar providers in the community, the requirements of applicable law, and the standards of applicable accreditation organizations. Provider shall provide Covered Services to all Participants [***], under [***], and with [***]. Provider shall not differentiate or discriminate in the treatment of any Participant because of race, color, national origin, ancestry, religion, sex, marital status, sexual orientation, age, health status, veteran’s status, handicap or source of payment. Provider shall assure that all health care providers who perform any of the services for which Provider is responsible under this Agreement maintain all necessary licenses or certifications required by state and federal law. Provider shall [***] restrict, suspend, or terminate any such health care provider from providing services to Participants under this Agreement if such provider ceases to meet the licensing/certification requirements or other professional standards described in this Agreement.

(b) not [***];

(c) Provider will ensure that the Home Medical Equipment supplied to Participant is in good working order and condition. Provider shall arrange for [***] all necessary maintenance and/or repair for Equipment (including provision of all necessary parts, mechanisms and devices) in order to maintain the Equipment in good condition and working order; provided that such maintenance and/or repair is required as a result of normal wear and tear (as defined by warranty), or a defect in, the Home Medical Equipment.

Provider shall ensure that its Participant and Provider collateral materials, customer and provider service representatives, and internet portals shall provide a seamless, Cigna-branded experience for Participants consistent with Cigna’s product and requirements for branding and display as agreed to by the parties. Branded experience shall incorporate as agreed by the parties (a) Cigna logos, branding, on

letterhead to Participants in relation to Cigna specific programs, and (b) integration of critical information into Cigna systems, which shall happen [***] after implementation of this Agreement, and which shall include but not be limited to information regarding [***].

Provider shall maintain general and professional liability coverage [***], give Cigna evidence of such coverage upon request and provide Cigna with [***] written notice of a material modification or termination of such insurance. Provider shall also notify Cigna in writing within [***] days of any material change in the information contained in Provider’s application for participation with Cigna.

Provider shall comply with the Administrative Guidelines. Some or all Administrative Guidelines may be communicated in the form of a provider reference manual, in other written materials distributed by Cigna to Provider and/or at a website identified by Cigna. Administrative Guidelines may change from time to time. Cigna will give Provider advance notice of material changes to Administrative Guidelines.

Provider shall comply with the requirements of and participate in Quality Management as specified in the Administrative Guidelines.

Provider shall comply with the requirements of and participate in Utilization Management as specified in this Agreement and the Administrative Guidelines. [***] for failure to comply with such Utilization Management requirements, and Provider [***]. Cigna’s Utilization Management requirements include, but are not limited to, the following: a) [***] from Cigna or its designee for those services and procedures for which it is required as specified in the Administrative Guidelines; b) Provider must provide Cigna or Cigna’s designee with all of the information requested by Cigna or its designee to [***]; and c) Provider will refer Participants to and/or use Participating Providers for the provision of Covered Services [***]. If Provider inappropriately refers a Participant to a non-Participating Provider [***], and thereby cause the Participant to [***], Cigna or a Cigna Affiliate may, in its [***]. If this occurs, Cigna or a Cigna Affiliate may [***] for such services [***].

Provider will enroll in the Covered Services, any Participant who [***]. Provider will not accept for enrollment in the Covered Services any Participants [***]. As participant enrollment allows, Provider will [***].

Provider and Cigna shall maintain the confidentiality of all confidential information, including medical records and documents relating to Participants as may be required by applicable law and for the period of time required by law and regulations. Medical records of Participants and any other records containing individually identifiable information relating to Participants will be regarded as confidential, and Provider and Cigna shall comply with applicable federal and state law regarding such records. Provider shall provide Participants with a notice of HIPAA privacy practices regarding legally permitted disclosure of records and information necessary to Provider to carry out its utilization management, quality improvement, claims management and payment and other relevant programs regulations which allow Provider to disclose such information to Cigna for such purposes. Upon request, Provider will provide Cigna with a copy of Participants’ medical records and other records maintained by Provider relating to Participants. These records shall be provided to Cigna [***] and [***] and will also be made available during normal business hours for inspection by Cigna, Cigna’s designee, accreditation organizations, or to any governmental agency that requires access to these records. This provision survives the termination of this Agreement. Cigna agrees to abide by the confidentiality obligations set forth in this Agreement.

Provider shall cooperate with Cigna in the implementation of Cigna’s Participant appeal procedure. Provider shall also cooperate with Cigna and Cigna Affiliates in implementing those policies and programs as may be reasonably requested by Cigna or a Cigna Affiliate for purposes of Cigna’s or the Cigna Affiliate’s business operations or required by Cigna or a Cigna Affiliate to comply with applicable law or accreditation requirements.

Provider and Cigna will mutually agree, on the format, frequency and method of data files to be shared by Provider, to Cigna for reporting purposes in the Agreement or otherwise in writing (“Data Files”). This Service Level measures whether the Data Files provided by Provider match the agreed format, frequency and method. Provider will

make available to Cigna the Data Files [***] as measured by the Provider and the Cigna. “[***]” shall mean that the Data File is available to Cigna by the [***]. “[***]” shall mean that the Data File matches the [***], including the data elements and record headers. This Service Level is calculated by dividing the [***].

Provider agrees to furnish ad hoc reports to Cigna upon reasonable request by ▇▇▇▇▇ to an individual designated by Provider. Provider agrees to provide most simple ad hoc reports requested within [***] working days.

Provider will maintain a quality assurance program (including process improvement initiatives) on Participants on a [***] basis, and report to Cigna the results of such initiatives each [***] as outlined in the attached Performance Standards, Exhibit B. Cigna may conduct satisfaction surveys on Participants, and Cigna personnel and will supply Provider with the results of any such satisfaction surveys. The format of the quality assurance initiatives shall be [***]. The format of the satisfaction surveys will be developed by Cigna with input from Provider.

As used in this Section 2.14, the following terms have the meaning indicated:

“Clinical Referral Customer” means [***], but is limited to deployments or contracts where [***] clinical entities or groups (i.e., health system, provider groups, care teams, etc.) refer eligible individuals directly to the Program with limited involvement from Provider.

“Commercial Business Customer” means all commercial customers of Omada based in the United States, except for Medicare Advantage Business and Clinical Referral Customers.

“Excluded Customers” means all [***] for the delivery of the Omada Program to [***] in the United States other than [***] (e.g., [***], etc.).

“Excluded Plans” means:

1. [***]

2. [***]

3. [***]

4. [***]

5. [***]

6. [***]

7. [***]

“Medicare Advantage Business Customer” means all commercial customers based in the United States with whom Omada has entered into a contract for the delivery of the Omada Program for a Medicare Advantage program.

“Net Pricing” means the net fees charged by Provider for the Covered Services for each Participant’s [***] of the Covered Services [***].

The Net Pricing for the Covered Services under this Agreement for Cigna’s commercial and Medicare Advantage clients shall be [***], or [***], as applicable, following the effective date of this Agreement.

The Net Pricing for Covered Services under this Agreement for Cigna’s delivery system alliance (DSA) partners and Cigna collaborative care (CCC) arrangements with provider delivery systems (without regard to location) shall be [***].

[***] in this Section 2.14., then Provider will [***] as required by this Section 2.14 for [***] set forth in such third party agreement for the [***] following the effective date of such third party agreement).

This Section 2.14 applies only to new agreements (or new statements of work under existing agreements) with third parties entered into on or after the effective date of this Agreement.

This Section 2.14 does not apply with respect to any agreements with Excluded Customers or Excluded Plans. However, if any of the Excluded Plans is competing with Cigna with respect to an existing Cigna client or a prospective client of Cigna, Provider shall, upon request by ▇▇▇▇▇, [***]. This Section 2.14 shall be enforceable only to the extent permitted by applicable law.

Provider shall perform its obligations under this Agreement in accordance with the standards set forth in Exhibit B to the Agreement. In the event that Provider fails to achieve a performance standard, the [***] the table as set forth in Exhibit B to the Agreement.

Fees for the Covered Services provided for in this Agreement are exclusive of any taxes associated with the purchase thereof (which shall be the responsibility of Payors). In the

event that Provider learns that a tax, assessment or surcharge is imposed by a governmental entity upon the charges made by ▇▇▇▇▇ for the Covered Services, Omada shall provide Cigna written notice without unreasonable delay following a final determination that such tax, assessment, or surcharge shall apply.

SECTION 3. DUTIES OF CIGNA

Cigna may allow Payors to access Provider’s services under this Agreement for the following Benefit Plan types: a) Benefit Plans where Participants are offered a network of Participating Providers and are required or given the option to select a Primary Care Physician; b) Benefit Plans where Participants are offered a network of Participating Providers and are not required or given the option to select a Primary Care Physician; and c) Benefit Plans where Participants are not offered a network of Participating Providers from which they may receive Covered Services. Benefit Plans may include workers’ compensation plans. Cigna will give Provider advance notice if Cigna changes this list of Benefit Plan types for which Payors may access Provider’s services under this Agreement.

Cigna will give Provider access to benefit information concerning the type, scope and duration of benefits to which a Participant is entitled as specified in the Administrative Guidelines.

Cigna will establish a system of Participant identification and will identify Participating Providers to those Payors and Participants who are offered a network of Participating Providers. However, Cigna makes no representations or guarantees concerning the number of Participants that will be referred to Provider as a result of this Agreement and [***].

Cigna may, where agreed to by an existing Cigna client, [***].

SECTION 4. COMPENSATION

Payments for Covered Services will be the lesser of the billed charge or the applicable fee under Exhibit A and Exhibit A-1, subject to the Administrative Guidelines and minus any applicable Copayments, Coinsurance and Deductibles. The rates in this Agreement will be payment in full for all services furnished to Participants under this Agreement. Provider shall look solely to Payor for payment for Covered Services except for Copayments, Coinsurance and Deductibles. Provider shall submit claims for Covered Services at the location identified by Cigna and in the manner and format specified in this Agreement and the Administrative Guidelines. Claims for Covered Services must be submitted within [***] days of the date of service or, if Payor is the secondary payor, within [***] days of the date of the explanation of payment from the primary payor. Claims received after this [***] day period may be denied except as provided in the Administrative Guidelines, and Provider shall not ▇▇▇▇ ▇▇▇▇▇, the Payor or the Participant for those denied services. Amounts due and owing under this Agreement with respect to complete claims for Covered Services will be payable within the timeframes required by applicable law.

▇▇▇▇▇ agrees to authorize Provider to bill claims for all Participants via electronic submission means agreed upon between the parties using submitted information including:

Cigna agrees to accept and pay valid claims submitted by Provider for all Participants in accordance with the payment terms set forth in Exhibit A and A-1 to the Agreement.

There are certain ASO Client Accounts identified as “Legacy Accounts” in the Prior Agreement with respect to which Provider has provided Covered Services prior to the Effective Date of this Agreement pursuant to the Prior Agreement the (the “Pre- Existing Accounts”). The pricing for Program Participants associated with Pre- Existing Accounts with Start Dates before the applicable Transition Date shall be as set forth in Exhibit A to the Agreement, and Provider will be authorized to bill claims for such Program Participants using such pricing for fees incurred on or prior to the [***]. Cigna and Provider shall agree separately in writing upon the date upon which the pricing set forth in Exhibit A-1 shall apply to newly enrolled Participants from each Pre-Existing Account (“Transition Date”). The pricing for all Program Participants not associated with Pre-Existing Accounts and for all Program Participants associated with Pre- Existing Accounts with Start Dates on or after the applicable Transition Date shall be as set forth in Exhibit A-1 to the Agreement.

If Provider believes a Covered Service has been underpaid, Provider must submit a written request for an appeal or adjustment with Cigna or its designee within [***] days from the date of Payor’s payment or explanation of payment. The request must be submitted in accordance with the dispute resolution process set out in the Administrative Guidelines. Requests for appeals or adjustments submitted after this date may be denied for payment, and Provider will not be permitted to ▇▇▇▇ ▇▇▇▇▇, the Payor or the Participant for those services.

Provider may charge Participants applicable Copayments, Coinsurance and Deductibles in accordance with the process set out in the Administrative Guidelines.

Provider shall not bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Participants or persons other than the applicable Payor for Covered Services or for any amounts denied or not paid under this Agreement due to Provider’s failure to comply with the requirements of Cigna’s or its designee’s Utilization Management Program or other Administrative Guidelines, or failure to file a timely claim or appeal. This provision

does not prohibit collection of any applicable Copayments, Coinsurance and Deductibles. This provision survives termination of this Agreement, is intended to be for the benefit of Participants, and supersedes any oral or written agreement to the contrary now existing or hereafter entered into between Provider and a Participant or persons acting on the Participant’s behalf. Modifications to this section will become effective no earlier than the date permitted by applicable law.

Provider may bill a patient directly for any services provided following the date that patient ceases to be a Participant, and Payor has no obligation to pay for services for such patients.

Provider shall not directly or indirectly establish, arrange, encourage, participate in or offer any Participant incentive.

Provider shall not charge a Participant for a service that is not Medically Necessary unless, in advance of providing the service, Provider has notified the Participant that the particular service will not be covered and the Participant acknowledges in writing that he or she will be responsible for payment for such service.

If Provider collects payment from a Participant when not permitted to collect under either this Agreement or the Administrative Guidelines, Provider must repay the amount within [***] of a request from Cigna or the Participant or of the date Provider has knowledge of the error. If Provider fails to make the repayments, then Cigna may (but is not obligated to) reimburse the Participant the amount inappropriately paid and then withhold this amount from future payments.

Provider shall refund to Cigna any excess payment made by a Payor to Provider if Provider is for any reason overpaid for health care services or supplies. Cigna may, at its option, deduct the excess payment from other amounts payable, and Provider will be notified of any such deduction as specified in the Administrative Guidelines.

Upon reasonable notice and during regular business hours, Cigna or its designee will have the right to review and make copies of all records maintained by Provider with respect to all payments received by Provider from all sources for Covered Services provided to Participants. Cigna or its designee will have the right to conduct audits of such records and may audit its own records to determine if amounts have been properly paid under this Agreement. Any amounts determined to be due and owing as a result of such audits must be promptly paid or, at the option of the party to whom such amounts are owed, offset against amounts due and owing by such party hereunder. This provision survives the termination of this Agreement.

Certain claims for Covered Services are claims for which another payor may be primarily responsible under coordination of benefit (COB) rules. Provider may pursue those claims in accordance with the process set out in the Administrative Guidelines. Cigna’s payment as secondary payor (non-Medicare). Cigna’s payment when added to the amount payable from other sources under the applicable COB rules, will be [***], and is subject to the terms and conditions of the Participant’s health benefit plan and applicable state and federal law. Use of applicable COB provisions may result in a payment from Cigna that, when added to the amount payable from other sources, is [***]. Payment may, however, be in a lesser amount as determined by the terms of the participant’s benefit plan.

Medicare is the primary payor. When the Cigna plan is the secondary payor to Medicare, Provider and Cigna are required to follow Medicare billing rules. Payment will be made in accordance with all applicable Medicare requirements, including but not limited to Medicare COB rules. The Medicare COB rules require Cigna’s financial responsibility as the secondary payor to be limited to the Participant’s financial liability (i.e., the applicable Medicare copayment, coinsurance, and/or deductible) after application of the Medicare-approved amount. The Medicare payment plus the Participant liability (applicable Medicare copayment, coinsurance, and/or deductible) amounts constitute payment in full, and Provider is prohibited from collecting any monies in excess of this amount.

The rates in this Agreement apply to all services provided to Participants in the Benefit Plan types covered by this Agreement, including services covered under a Participant’s in or out-of-network benefits, and whether the Payor or Participant is financially responsible for payment.

This Agreement excludes services that Cigna has elected to obtain under an arrangement between Cigna or a Cigna Affiliate and a national or regional vendor or provider or a capitated provider, except as otherwise agreed by Cigna. Provider will not be reimbursed and will not bill Participants for any such excluded services. If Cigna notifies Provider that it no longer chooses to exclude a particular service from this Agreement, that service will no longer be excluded and those services will be reimbursed as specified in Exhibit A and Exhibit A-1.

This Agreement shall specifically exclude those services rendered at Provider facilities other than those facilities agreed upon and utilized as of the Effective Date unless otherwise agreed in writing by Cigna.

SECTION 5. TERM AND TERMINATION

This Agreement begins on the Effective Date and continues from year to year unless terminated as set forth below.

Either Provider or Cigna can terminate this Agreement at any time by providing at least 60 days advance written notice. Either Provider or Cigna can terminate this Agreement immediately if the other becomes insolvent. Cigna can terminate this Agreement immediately (or upon such longer notice required by applicable law, if any) if Provider no longer maintains the licenses required to perform its duties under this Agreement, Provider is disciplined by any licensing, regulatory, accreditation organization, or any other professional organization with jurisdiction over Provider, or if Provider no longer satisfies Cigna’s credentialing requirements. Upon termination of this Agreement for any reason, the rights of each party terminate, except as provided in this Agreement. Termination will not release Provider or Cigna from obligations under this Agreement prior to the effective date of termination.

Unless otherwise directed by Cigna, following termination of this Agreement, Provider shall continue to provide Covered Services for those Participants who meet the applicable clinical criteria, completed the on-line enrollment process, and agreed to the Participant Agreement prior to termination of the Agreement. Provider shall continue to provide Covered Services to such Participants so long as the [***] following the notice of termination.

Payment for Covered Services provided to any such Participant after termination of this Agreement shall be in accordance with the terms of the Participant’s Benefit Plan.

SECTION 6. GENERAL PROVISIONS

The parties acknowledge that, as a result of this Agreement, each may have access to certain trade secrets or other confidential and proprietary information of the other. Each party shall hold such trade secrets and other confidential and proprietary information as governed by the existing NDA, including the terms and conditions of this Agreement, in confidence and shall not use or disclose such information, either by publication or otherwise, to any person without the prior written consent of the other party except as may be required by law and except as may be required to fulfill the rights and obligations set forth in this Agreement. This provision shall not be construed to prohibit Cigna from disclosing information to Cigna Affiliates or the agents or subcontractors of Cigna or Cigna Affiliates or from disclosing the terms and conditions of this Agreement, including reimbursement rates, to existing or potential Payors, Participants or other customers of Cigna or Cigna Affiliates or their representatives. This provision shall survive the termination of this Agreement.

Nothing in this provision shall be construed to prohibit communications necessary or appropriate for the delivery of health care services, communications regarding coverage and coverage appeal rights or any other communications expressly protected under applicable law.

Provider is an independent contractor. Cigna and Provider do not have an employer- employee, principal-agent, partnership, or similar relationship. Nothing in this Agreement, including Provider’s participation in care collaboration, population management, pay for performance, Quality Management, Utilization Management, and other similar programs, nor any coverage determination made by Cigna or a Payor, is intended to interfere with or affect Provider’s independent judgment in providing health care services to its patients. Nothing in the Agreement is intended to create any right for Cigna or any other party to intervene in or influence your medical decision-making regarding any Participant.

Provider will own all rights, title and interests in and to:

(a)  owned or licensed prior to the Effective Date;

(b) developed or created during the term of this Agreement, whether created or developed solely by employees or agents of Provider or by employees or agents of Provider jointly with employees or agents of Cigna during the term of this Agreement (excluding any Work Product and, except as provided in Section 6.6, Project Developments), or

(c) created independently of the Covered Services delivered to Cigna and without reliance upon Cigna-provided data (collectively, the “Provider Materials”).

Provider hereby grants to Cigna a perpetual, irrevocable, worldwide, fully-paid, royalty-free, nonexclusive license to, and to allow Cigna authorized users, including its employees, agents, contractors, members, customers or providers to, access, copy, modify, use and distribute such Provider Materials to the extent required to use the Work Product.

For purposes of this Agreement, the following terms shall be defined as follows:

(a) “Collaboration Activities” shall mean the activities of the parties related to the implementation of the Covered Services for Cigna and/or the deployment of the Covered Services to Cigna clients involving both parties’ participation or the use of Intellectual Property Rights of both parties for purposes of such activities, whether joint works (as such term is defined in the U.S. Copyright Act) or otherwise.

(b) “Project Developments” shall mean all materials, tools, inventions, content, works of authorship and all other work product made, conceived or developed by the parties in the course of performing the Collaboration Activities under this Agreement, including all Intellectual Property Rights therein.

(c) “Intellectual Property Rights” shall mean all copyrights, patents, trade secrets, proprietary know-how, and all other intellectual property rights now or hereafter known, and all applications and registrations therefor, but expressly excluding all trademarks of each Party.

All Project Developments made in performance of the Collaboration Activities shall be described and mutually agreed upon by the Parties in a Project Addendum to this Agreement. Each Party (as the “Assignor”) hereby transfers and grants to the other Party (as the “Assignee”) all right, title and interest that the Assignor may have in any Project Developments in a Project Addendum. At the Assignee’s request and expense, the Assignor shall assist and cooperate with the Assignee in all reasonable respects and shall execute documents and take further acts as reasonably requested by the Assignee to acquire, transfer, maintain and enforce patent, copyright, trademark, trade secret and other legal protection for the Project Developments and any Intellectual Property Rights in the Project Developments, in each case, where such Project Developments are expressly stated as owned by the Assignee in a Project Addendum. To the extent that any Project Developments are not identified in a Project Addendum (or are identified therein but ownership of the same is not defined), the following terms shall apply: (i) any Project Developments made by employees or agents of Provider with employees or agents of Cigna in performance

of the Collaboration Activities, and all Intellectual Property Rights in the foregoing Project Developments, shall be the joint property of Provider and Cigna, which either may exploit in any manner it chooses as its sole discretion without any right of accounting or sharing of expenses obligation; (ii) any Project Developments made by employees or agents of Provider independently without any participation from employees or agents of Cigna in performance of the Collaboration Activities, and all Intellectual Property Rights therein, shall be the sole property of Provider to exploit in any manner it chooses at its sole discretion; and (iii) any Project Developments made by employees or agents of Cigna independently without any participation from employees or agents of Provider in performance of the Collaboration Activities, and all Intellectual Property Rights therein, shall be the sole property of Cigna to exploit in any manner it chooses at its sole discretion. Notwithstanding anything to the contrary set forth in this Agreement, Cigna is granted no rights in the Provider Materials, and Provider will own all right, title and interest in and to any software or technical modifications, improvements, derivative works or enhancements to the Provider Materials, and any feedback provided with respect thereto, including all Intellectual Property Rights therein, whether created or developed solely by employees or agents of Provider or by employees or agents of Provider jointly with employees or agents of Cigna during the term of this Agreement.

Provider grants to Cigna a non-exclusive, royalty-free, fully-paid up, limited right and license to use the Project Developments specified as owned by Provider hereunder, including in the Project Addendum, solely for purposes of (i) performing Cigna’s obligations under the Collaboration Activities and (ii) exercising Cigna’s rights as expressly specified in the Project Addendum, in each case during the term of this Agreement (unless expressly stated to survive in such Project Addendum).

Cigna grants to Provider a non-exclusive, royalty-free, fully-paid up, limited right and license to use the Project Developments specified as owned by Cigna hereunder, including in the Project Addendum, solely for purposes of (i) performing Provider’s obligations under the Collaboration Activities and (ii) exercising Provider’s rights as expressly specified in the Project Addendum, in each case during the term of this Agreement (unless expressly stated to survive in such Project Addendum). All rights not granted hereunder are expressly reserved unless mutually agreed upon in a separate written license grant.

(a) Definition. “Residual Rights” means information, including ideas, concepts, know-how, or techniques, in intangible form related to the Confidential Information that is incidentally retained in the unaided memory of the Receiving Party that has had authorized access to the Disclosing Party’s Confidential Information, so long as the Receiving Party has made no effort to refresh its recollection by reference to or use of such Confidential Information, nor has studied such Confidential Information for the purpose of replicating the same from memory for use of the same by the Receiving Party.

(b) No Liability for Good Faith Use. Each Party may assign or reassign its employees who have had access to the Confidential Information of the other (including without

limitation Project Developments made in performance of the Collaboration Activities) to work on projects that may involve technology that is similar to the technology that may constitute Confidential Information of the other. The Receiving Party shall have no obligation to limit or restrict the tasks, duties or responsibilities of any persons receiving Confidential Information of the Disclosing Party; to obtain the Disclosing Party’s consent to any person being assigned to any such task, duty or responsibility; or to pay the Disclosing Party royalties or any other form of compensation for anything resulting from the use of Residual Rights, provided that (i) the foregoing shall not, however, be deemed to grant any license under any patent rights or copyrights of the Disclosing Party and (ii) no employee of a Party is entitled to use an idea, concept, technique, or process unless the employee believes in good faith that his or her knowledge of the idea, concept technique or process did not come from the Confidential Information of the other Party.

(A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, PROFITS OR SAVINGS OR COSTS INCURRED IN OBTAINING REPLACEMENT SERVICES) OR PUNITIVE DAMAGES, IN EACH CASE, ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT.

(B) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR DIRECT DAMAGES WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT THAT EXCEEDS THE GREATER OF:

THE LIMITATIONS OF LIABILITY SET FORTH IN CLAUSE 6.9(B) ABOVE ONLY SHALL NOT APPLY TO ANY LIABILITY ARISING FROM (i) A BREACH OF A PARTY’S CONFIDENTIALITY, INFORMATION PROTECTION, OR PRIVACY OBLIGATIONS, OR (ii) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THOSE ARISING FROM CLAIMS RELATED TO INFRINGEMENT OR OTHER VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT, OR (iii) ARISING FROM A PARTY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL BREACH OF THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THE ITEMS LISTED IN THIS PARAGRAPH SHALL NOT BE EXCEPTIONS TO THE LIMITATION ON LIABILITY SET FORTH IN CLAUSE 6.9(A) ABOVE.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT

(INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE LIABLE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Each party will indemnify, defend and hold harmless the other party, its affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against any claims, causes of action, suits, investigations, and administrative or other proceedings, and all related demands, damages, liabilities, fines, penalties, assessments, costs and expenses (including attorneys’ fees and defense costs), brought by a Third Party and arising directly from or in connection with any material breach of this Agreement or any negligent acts or omissions or willful misconduct that directly results in any bodily injury, death or loss of or damage to tangible property, or other damages arising from the performance of or failure to perform, its obligations under this Agreement, unless it is determined that the liability was the direct consequence of negligence or willful misconduct on the part of the other party, its agents or employees.

In addition, Provider will indemnify, defend and hold harmless Cigna, its affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against any claims, causes of action, suits, investigations, and administrative or other proceedings, and all related demands, damages, liabilities, fines, penalties, assessments, costs and expenses (including attorneys’ fees and defense costs), brought by a Third Party arising from or in connection with any of the following:

The indemnified party will notify the indemnifying party as promptly as practicable of any claims for which the indemnifying party is obligated to provide indemnification hereunder, and the indemnifying party will confirm to the indemnified party no less than [***] prior to the date on which a response to such claim is due, that the indemnifying party will control the defense of such claim. The indemnified party may, at its own expense, participate in the defense of such claim with its own counsel. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying party or requires any admission of fault on the part of indemnified party will be entered into without the prior written consent of the indemnified party. This provision shall survive the termination of this Agreement.

Disputes that might arise between the parties regarding the performance or interpretation of the Agreement must first be resolved through the applicable internal dispute resolution process outlined in the Administrative Guidelines. In the event the dispute is not resolved through that process, either party can request in writing that the parties attempt in good faith to resolve the dispute promptly by negotiation between designated representatives of the parties who have authority to settle the dispute. If the matter is not resolved within [***] days of such a request, either party may initiate arbitration by providing written notice to the other. With respect to a payment or termination dispute (excluding termination with notice), Provider must submit a request for arbitration within [***] months of the date of the letter communicating the final decision under Cigna’s internal dispute resolution process unless applicable law specifically requires a longer time period to request arbitration. If arbitration is not requested within that [***] month period, Cigna’s final decision under its internal dispute resolution process will be binding on Provider, and Provider shall not bill Cigna, Payor or the Participant for any payment denied because of the failure to timely submit a request for arbitration.

If the dispute is not resolved through Cigna’s internal dispute resolution process, the controversy shall be resolved through binding arbitration. The arbitration shall be conducted in [***] days in accordance with the Rules of the American Arbitration Association then in effect, and which to the extent of the subject matter of the arbitration, shall be binding not only on all parties to the agreement, but on any other entity controlled by, in control of or under common control with the party to the extent that such affiliate joins in the arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall assume its own costs, but the compensation and expenses of the arbitrator and any administrative fees or costs shall be borne equally by the parties. The decision of the arbitrator shall be final, conclusive and binding, and no action at law or in equity may be instituted by either party other than to enforce the award of the arbitrator. The parties intend this alternative dispute resolution procedure to be a private undertaking and agree that an arbitration conducted under this provision shall not be consolidated with an arbitration involving other parties, and that the arbitrator shall be without power to conduct an arbitration on a class basis. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

For amendments that are a material adverse change in the terms of this Agreement, Cigna can amend this Agreement by providing [***] days advance written notice except if a shorter notice period is required to comply with changes in applicable law. The change will become effective at the end of the [***] day notice period or, if applicable, the shorter notice period required to comply with changes in applicable law. If Provider objects to the material adverse change and notifies Cigna of its intent to terminate within [***] days of the date of the notice of amendment, the termination will be effective at the end of the [***] day notice of the material adverse change or, if applicable, at the end of the shorter notice period required to comply with changes in applicable law, unless Cigna agrees to retract the amendment, in which case the Agreement will remain in force without the proposed amendment.

For amendments that are not material adverse changes in the terms of this Agreement, Cigna can amend this Agreement by providing [***] days advance written notice to Provider. Alternatively, both parties can agree in writing to amend this Agreement.

Neither Cigna nor Provider may assign this Agreement nor any rights or obligations thereunder without the written consent of the other party, which consent will not be unreasonably withheld; provided, however, that any reference to Cigna or Provider includes any successor in interest to Cigna or Provider, as applicable, and Cigna and Provider, as applicable, may assign their respective duties, rights and interests under this Agreement in whole or in part to an affiliate. Cigna may without consent of Provider delegate its obligations under this Agreement to a Third Party provided, however, that, to the extent that it delegates its duties under this Agreement to a Third Party, it will require any such Third Party to perform such duties consistent with the terms and conditions of this Agreement to the extent applicable. Any such delegation shall not operate to release Cigna from it liability under this Agreement. Provider may not delegate any of its obligations under this Agreement without Cigna’s written consent which consent shall not be unreasonably withheld. Any such delegation shall not operate to release Provider from its liability under this Agreement. Provider may not engage any off-shore entity to perform any of the services, without prior written consent of Cigna, which consent shall not unreasonably be withheld.

If Provider delegates any of its responsibilities under this Agreement to another party, it shall ensure that its agreement with such party shall include a provision requiring such Third Party to:

(a) refrain from disclosing any Cigna confidential or proprietary information to a third party and treat any and all confidential or proprietary information of Cigna as confidential;

(b) distribute any Cigna confidential or proprietary information only to such of its employees as may need to know such information for the purpose of performing their responsibilities under the agreement with Provider.

If, during the term of this Agreement, Provider desires (i) to sell, transfer or convey its business or any substantial portion of its business assets to another entity, or Provider is the subject of a sale, transfer or conveyance of its business by another entity, or (ii) Provider enters into a management contract with another entity, Provider shall advise Cigna as soon as practicable in writing but in no event less than [***], in order to obtain Cigna’s written consent as to which Cigna participating provider agreement applies, if any, to services rendered by you or the surviving entity, on a post-transaction basis. Failure to provide [***] and obtain ▇▇▇▇▇’s written consent will result in Cigna determining which, if any, Cigna participating provider agreement applies to services rendered on a post-transaction basis. Dependent upon when ▇▇▇▇▇ learns of the transaction, this may result in a retroactive adjustment to reimbursement and an overpayment recovery process. Provider warrants and covenants that this Agreement will be part of the transfer, and will be assumed by the new entity and that the new entity will honor and be fully bound by the terms and conditions of this Agreement unless the new entity already has an agreement with Cigna or a Cigna Affiliate, in which case Cigna, in its sole discretion, will determine which Agreement will prevail. Notwithstanding the above, if Cigna, in its sole discretion, is of the opinion that the Agreement cannot be satisfactorily performed by the assuming entity or does not want to do business with that entity for whatever reason, Cigna may terminate this Agreement by giving Provider [***] day’s written notice, notwithstanding any other provision in the Agreement.

Provider agrees that ▇▇▇▇▇ may include descriptive information about Provider in literature distributed to existing or potential Participants, Participating Providers and Payors. That information will include, but not be limited to, Provider’s name, telephone number, address, and specialties. Provider may identify itself as a Participating Provider with respect to those Benefit Plan types in which Provider participates with Cigna. Provider’s use of Cigna’s name or a Cigna Affiliate’s name, or any other use of Provider’s name by Cigna will be upon prior written approval or as the parties may agree.

Any notice required under this Agreement must be in writing and sent by United States mail, postage prepaid, to Cigna and Provider at the addresses below. Cigna

may also notify Provider by sending an electronic notice with automatic receipt verification to Provider’s e-mail address below. Either party can change the address for notices by giving written notice of the change to the other party in the manner just described.

During the term of this Agreement and for a period of [***] from the date of termination, Provider shall not [***], nor shall Cigna or Provider actively solicit any employees of the other to be employed by or contracted with the other party in any capacity related to services to be performed under this Agreement during this Agreement, and for a period of [***] thereafter without the other party’s written consent. Nothing in this Section 6.19 shall prohibit either party from making general solicitations or advertisements in newspapers, websites or other general communication methods for employment not directly targeted at employees of the other party.

Applicable federal law and the law of the jurisdiction where Provider is domiciled governs this Agreement. One or more regulatory addenda may be attached to the Agreement setting out provisions that are required by law with respect to Covered Services rendered to certain Participants (i.e. Participants under an insured plan). These provisions are incorporated into this Agreement to the extent required by law and as specified in such Addenda.

If any party waives a breach of any provision of this Agreement, it will not operate as a waiver of any subsequent breach. If any portion of this Agreement is unenforceable for any reason, it will not affect the enforceability of any remaining portions. This Agreement, including any exhibits to this Agreement, contains all of the terms and conditions agreed upon and supersedes all other agreements between the parties, either oral or in writing, regarding the subject matter. A copy of this fully executed Agreement is an acceptable substitute for the original fully executed Agreement.

In the event that performance by ▇▇▇▇▇ or Provider of any covenant, duty or obligation imposed under this Agreement becomes impossible or impracticable because of the occurrence of an event of force majeure, including, without limitation, acts of war, insurrection, civil strife and commotion, labor unrest or acts of God, then performance of such covenant, duty or obligation by such party shall be excused during the continuance of such event of force majeure; provided, however, that such performance by such party shall be accomplished as soon as reasonably practicable after such event of force majeure has ceased.

Attachment C is hereby attached to, and incorporated by reference into, this Agreement.

ADDENDUM TO PROVIDER AGREEMENT FOR THE STATE OF ALABAMA

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as “Provider”) to comply with legislative and regulatory requirements of the State of Alabama regarding provider contracts with providers rendering health care services in the State of Alabama. To the extent that such state laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions of the Addendum shall apply to all providers governed by the Agreement, unless the context dictates otherwise. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

I

1. Provider shall mean “Provider,” “Hospital,” “Group and/or Represented Provider,” System and/or Represented Provider” as named in the Agreement, or as otherwise set forth in the Agreement.

II

Payor may only retroactively deny, adjust or seek recoupment for reimbursement made to Provider (a) during the 12 month period after the date Payor paid such claim; or (b) the expiration of the same period of time that Provider is required to submit claims pursuant to Provider’s contract, whichever date occurs first. Except that Payor may retroactively deny, adjust or recoup reimbursement for Covered Services subject to coordination of benefits with another carrier, the Alabama Medicaid Agency, or to Medicare claims, except the Medicare+Choice plan, during the 18 month period after the date Payor paid such claim.

III

The following is provided in accordance with Act No. 2015-320 (Code of Alabama § 27-1-17.1).

IF A COVERED HEALTH CARE PROVIDER REQUESTS PAYMENT UNDER A HEALTH INSURANCE PLAN FROM A HEALTH INSURER OR ITS CONTRACTED VENDOR OR A REGIONAL CARE ORGANIZATION BE MADE USING ACH ELECTRONIC FUNDS TRANSFER, THAT REQUEST MUST BE HONORED. FURTHERMORE, SUCH A REQUEST MAY NOT BE USED TO DELAY OR REJECT A TRANSACTION, OR ATTEMPT TO ADVERSELY AFFECT THE COVERED HEALTH CARE PROVIDER.

ADDENDUM TO PROVIDER AGREEMENT FOR THE STATE OF ALASKA

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as the “Provider”) to comply with legislative and regulatory requirements of the State of Alaska regarding provider contracts with providers rendering health care services in the State of Alaska. To the extent that such Alaska laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions of the Addendum shall apply to all providers governed by the Agreement, unless the context dictates otherwise. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(1) Emergency Services. The term “Emergency” means health care services that are provided by a hospital or other emergency facility after the sudden onset of a medical condition that manifests itself by symptoms of sufficient severity, including severe pain, that the absence of immediate medical attention would reasonably be expected by a prudent person who possesses an average knowledge of health and medicine to result in the placing of the Participant’s health in serious jeopardy, or a serious impairment to bodily functions, or, a serious dysfunction of a bodily organ or part.

(2) Clean Claim. The term “Clean Claim” means a claim that does not have a defect, impropriety or circumstance requiring special treatment that precludes timely payment on the claim.

(3) Termination. To the extent that the Agreement contains a provision allowing discretionary termination of the Agreement, such provision shall apply equitably to both Provider and Cigna.

(4) Dispute Resolution. In the event of a dispute between ▇▇▇▇▇ and Provider, a fair, prompt and mutual dispute resolution process shall be used. Provider and Cigna will hold an initial meeting at which Provider and Cigna are present or are represented by individuals with authority regarding the matters in dispute. The meeting shall be held within ten (10) working days after ▇▇▇▇▇ receives written notice of the dispute or gives written notice to Provider, unless Provider and Cigna agree in writing to a different schedule. If, within thirty (30) days following the initial meeting, ▇▇▇▇▇ and Provider have not resolved the dispute, the dispute shall be submitted to mediation directed by a mediator who is mutually agreeable to Cigna and Provider and who is not regularly under contract to or employed by either Cigna or Provider. Each party shall bear its proportionate share of the cost of mediation, including the mediator fees. If, after a period of sixty (60) days following commencement of mediation, Cigna and Provider are unable to resolve the dispute, either party may seek other relief allowed by law. ▇▇▇▇▇ and Provider agree to negotiate in good faith at the initial meeting and in mediation. Prior to the initiation of the mutual dispute resolution process set forth herein, at the Provider’s

discretion, and to the extent permitted by Alaska Stat. § 21.07.010, ▇▇▇▇▇ and Provider may attempt to resolve payment disputes in accordance with the payment dispute resolution procedures set forth in the Administrative Guidelines.

(5) Communication with Participants. In accordance with Alaska Stat. § 21.07.010(a)(5), Cigna shall not penalize Provider or terminate Agreement because Provider acts as an advocate of a Participant in seeking appropriate, medically necessary health care services. Cigna shall not interfere with Provider’s ability to openly communicate with a Participant about all appropriate diagnostic testing and treatment options.

(6) Financial Inducements or Incentives. In accordance with Alaska Stat. § 21.07.010(b)(1), this Agreement shall not be interpreted to contain direct financial incentives to Provider for withholding Covered Services that are medically necessary. Nothing herein, however, shall be construed to prohibit incentives to Provider for efficient management of the utilization and cost of Covered Services.

(7) Product Participation and Compensation. Nothing in this Agreement shall be interpreted to require Provider to contract for all products currently offered or that may be offered in the future by Cigna. Nothing in this Agreement shall be interpreted to require Provider to accept from Cigna or Payor the same rate of compensation for Covered Services rendered as that which Provider has contracted for with another managed care entity.

(8) Indemnification. In accordance with Alaska Stat. § 21.07.010(c), nothing in this Agreement shall require Provider to indemnify or hold harmless Cigna for the acts or conduct of ▇▇▇▇▇.

(9) Effect of Termination and Liabilities After Termination. If a Participant is pregnant or being actively treated by Provider on the date of termination of this Agreement, the Participant may continue to receive Covered Services from Provider as described herein and this Agreement shall remain in force with respect to the continuing treatment. The Participant shall be treated for the purposes of benefit determination or claim payment as if Provider were still under agreement with Cigna. However, treatment is required to continue only while the Participant’s coverage remains in effect and until the end of the medically necessary treatment for the condition, disease, illness or injury, if the Participant has a terminal (life expectancy of less than one year) condition, disease, illness or injury or for the period that is the longest of the following: the end of the current plan year; up to 90 days after the termination date, if the event triggering the right to continuing treatment is part of an ongoing course of treatment; or, through completion of postpartum care, if the Participant is pregnant on the date of termination.

(10) Claims and Overpayment Recovery. To the extent required by Applicable Law, Cigna and Provider shall comply with the provisions of Alaska Stat. § 21.36.495, as may be amended from time to time. The recovery of overpayments, if any, shall be conducted in accordance with Alaska Stat. § 21.36.125, as may be amended from time to time, and Bulletin B 07-06 as applicable.

(11) Covered Services. Upon request, Cigna shall make available to Provider information that identifies Covered Services.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF ARKANSAS

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Arkansas regarding provider contracts with providers rendering health care services in the State of Arkansas. To the extent that such Arkansas laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(a) Except in cases of fraud committed by Provider, Payor may only exercise recoupment for reimbursement from Provider during the 18 month period after the date that Payor paid the claim submitted by Provider.

(b) If Payor exercises recoupment from Provider under this section, Payor shall give Provider a written or electronic statement specifying the basis for the retroactive denial and the statement shall contain, at a minimum, the information required by subsection (e) below.

(c) If Payor determines that payment was made for services not covered under Participant’s Benefit Plan, Payor shall give written notice to Provider of its intent to exercise recoupment and may:

(1) Request a refund from Provider; or

(2) Make a recoupment of the payment from Provider in accordance with subsection (e).

(d) Notwithstanding subsection (a) above, if Payor or an agent contracted to provide eligibility verification, verifies that an individual is a Participant and if Provider provides health care services to the individual in reliance on such verification, Payor may not thereafter retroactively deny a claim on the basis that the individual is not a Participant unless such retroactive denial occurs within 120 days of the date that Payor paid the claim; otherwise Payor is barred from making such recoupment unless there was fraud by Provider.

(e) If Payor chooses to recoup from Provider amounts previously paid under a retroactively denied claim pursuant to subsections (a) or (c), Payor shall provide Provider written documentation that specifies:

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF ARIZONA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Arizona regarding provider contracts with providers rendering health care services in the State of Arizona. To the extent that such Arizona laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

In the case of a non-Medicare HMO plan offered by Cigna or an insured plan offered by a Cigna Affiliate, and except in cases of fraud, Cigna will adjust or request adjustment of the payment of a claim within one year after the date Cigna has paid the claim, unless the parties agree to a mutually applicable longer period of time.

The following applies in the event that Provider believes Provider has been underpaid for a Covered Service. In the case of a non-Medicare HMO plan offered by Cigna or an insured plan offered by a Cigna Affiliate, and except in cases of fraud, Provider must submit a written request for an appeal or adjustment with Cigna or its designee within one year from the date of ▇▇▇▇▇’s payment or explanation of payment, unless the parties agree to a mutually applicable longer period of time. In the case of a self- insured plan administered by a Cigna Affiliate, Provider must submit a written request for an appeal or adjustment with Cigna or its designee within 180 days from the date of Payor’s payment or explanation of payment. All requests for appeal or adjustment must be submitted in accordance with Cigna’s provider payment appeal process set forth in the Administrative Guidelines. Requests for appeals or adjustments submitted after the date specified may be denied for payment, and Provider will not be permitted to ▇▇▇▇ ▇▇▇▇▇, Payor or the Participant for those services for which payment was denied.

ADDENDUM TO AGREEMENT FOR THE STATE OF CALIFORNIA

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as the “Provider”) to comply with legislative and regulatory requirements of the State of California regarding provider contracts with providers rendering health care services in the State of California. To the extent that such California laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(a) Provider shall not make any additional charges to Participants for rendering Covered Services except as provided for in the contract between CHLIC and the Participant (or the employer group under which the Participant is entitled to health coverage).

(b) The parties acknowledge that Provider’s primary consideration shall be the quality of the health care services rendered to the Participants.

(c) Provider shall not discriminate against any Participant in the provision of Covered Services on the basis of sex, marital status, sexual orientation, race, color, religion, ancestry, national origin, disability, health status, health insurance coverage, utilization of medical or mental health services or supplies, or other unlawful basis including without limitation, the filing by such Participant of any complaint, grievance, or legal action against a provider.

(d) The Agreement including this Addendum and any exhibits or documents referenced therein contains all the terms and conditions agreed upon by the parties pertaining to the rendering of Covered Services by the Provider to Participants.

(a) Cigna shall establish and maintain an ongoing language assistance program to ensure Limited English Proficient (“LEP”) Participants have appropriate access to language assistance while accessing health care services as required by the LAP laws referred above. Provider shall cooperate and comply, as applicable, with ▇▇▇▇▇’s Language Assistance Program; however, Cigna shall maintain ongoing administrative and financial responsibility for implementing and operating on an ongoing basis the Language Assistance Program for Participants. The term “Limited English Proficient” shall have the same meaning as set forth in the LAP laws cited above.

Emergency Medical Condition

means a medical condition manifesting itself by acute symptoms of sufficient severity (including active labor and severe pain) such that a reasonable layperson could reasonably expect the absence of immediate medical attention to result in (i) serious jeopardy to the health of the individual or, in the case of a pregnant woman, the health of the woman or her unborn child, (ii) serious impairment to bodily functions, or (iii) serious dysfunction of any bodily organ or part. Emergency Services means those Covered Services that are (i) required by a Participant for the evaluation or stabilization of an Emergency Medical Condition, and (ii) furnished by a health care provider qualified to furnish Emergency Services. Where applicable, Emergency Services also means an additional screening, examination, and evaluation by an appropriate provider to determine if a psychiatric emergency medical condition exists, and the care and treatment necessary to relieve or eliminate the psychiatric emergency medical condition, within the capability of the facility.

Records.

Provider shall maintain such medical records and documents relating to Participants as may be required by applicable law. All of such records shall be maintained for the period of time of at least two (2) years. Cigna and Provider agree that medical records of Participants and any other records containing individually identifiable information with respect to Participants shall be regarded as confidential, and both shall comply with applicable federal and state law regarding such records. Provider shall be

responsible for obtaining Participants’ consent to or authorization for the disclosure of private and medical record information in connection with any such disclosures required under this Agreement to the extent such consent or authorization is required by applicable law. Upon request by Cigna, Provider shall provide to Cigna a copy of Participants’ medical records and other records maintained by Provider relating to Participants for purposes of conducting quality assurance and peer review, case management and utilization reviews, credentialing, payment adjudication and processing, resolving Participant grievances and appeals and other activities reasonably necessary for the proper administration of the Benefit Plans. Provider shall provide such records to Cigna at no charge and within the timeframes reasonably requested by Cigna. Provider shall also make Participant’s medical records and other records maintained by Provider relating to Participants available during normal business hours for inspection by Cigna, Cigna’s designee, accreditation organizations, or to any governmental agency that requires access to such information. This provision survives the termination of this Agreement.

Payments.

Provider will be paid for Covered Services rendered to Participants in accordance with the fee schedule and reimbursement terms set forth in Exhibit A to this Agreement, subject to the Administrative Guidelines and minus any applicable Copayments, Coinsurance and Deductibles. The rates in this Agreement will be payment in full for all services furnished to Participants under this Agreement. Provider must submit claims in the manner and format specified in this Agreement and the Administrative Guidelines for all Covered Services within 90 days of the date those services are rendered or, if Payor is the secondary payor, within 90 days of the date of the explanation of payment from the primary payor. Claims received after this 90 day period may be denied for payment, unless Provider submits evidence of good cause for the delay. Provider shall submit all claims to the location identified by Cigna. Amounts due and owing under this Agreement with respect to Complete Claims for Covered Services will be payable within forty-five (45) working days of receipt, and interest and penalties due on any late payments will be payable in accordance with applicable law.

Amendments.

Except as provided hereafter, amendments of material terms of this Agreement shall be agreed to in advance in writing by Cigna and Provider.

Cigna shall provide at least 45 business days’ notice to Provider of its intent to change a material term of this Agreement unless the parties mutually agree to waive the notice. In the event that state or federal law or regulation or any accreditation requirements of an Accreditation Organization, should change, alter or modify the present services, levels of payments to Cigna, standard of eligibility of Members, or any operations of Cigna, such that the terms, benefits and conditions of this Agreement must be changed accordingly, then upon notice from Cigna, this Agreement shall be deemed to be automatically amended to conform to the requirements (including notice requirement is less than 45 business days) of such state, federal law or regulation, and Provider shall continue to perform Ancillary Services under this Agreement as modified.

The parties acknowledge that Cigna may find it necessary to amend the Administrative Guidelines from time to time that will impact Provider. Cigna shall notify Provider in writing of material revisions to Administrative Guidelines, and such material revisions shall be deemed approved by Provider if Provider does not notify Cigna of its disapproval within 45 business days of receipt of notice of such material changes. Provider approval of such amendments shall not be unreasonably withheld, conditioned or delayed. If Provider disapproves of the change within the specified timeframe and the parties cannot reach agreement to the change in the Administrative Guidelines, Provider shall have the right to terminate the Agreement prior to the implementation of the change.

(A) Provider shall inform ▇▇▇▇▇ within five business days when either of the following occurs:

(1) Provider is not accepting new Participants;

(2) If Provider had previously not accepted new Participants, Provider is currently accepting new Participants.

(B) If Provider is not accepting new Participants and is contacted by a Cigna Participant or potential customer; provider shall direct the individual to:

(1) Cigna Customer Service for assistance in finding another provider.

(2) the California Department of Managed Care or the Department of Insurance if Provider’s accepting new patients status in the provider directory

is inaccurate, or does not reflect the information most recently provided to Cigna. Provider will refer the Participant or potential customer to the department with jurisdiction over the Participant’s or potential customer’s plan to report any inaccuracy with the provider directory or directories.

Pursuant to the obligations established by (i) CA Health and Safety Code Section 1367.27 with respect to services rendered by Provider to Participants covered by Cigna HealthCare of California, Inc. and (ii) CA Insurance Code Section 10133.15 with respect to services rendered by Provider to Participants insured by CHLIC, the following shall apply:

(A) Providers will have thirty (30) business days to respond to all notices sent to them by Cigna or a group or entity on behalf of Cigna, and either confirm their directory information is current and accurate, or otherwise, update their directory information. Provider verification may be required several times per year, depending on contracting arrangements.

(B) Providers that do not respond to directory verification notices, or providers who respond with partial or inaccurate information that cannot be verified by Cigna will receive a notice that if a response is not received within ten (10) business days, they will be suppressed from showing in on-line and printed directories at their next update.

(C) Providers shall be suppressed from the on-line and printed directories at the next required update after the ten (10) day notice period. Providers shall not be suppressed if they respond before the end of the ten (10) day notice period.

(D) Providers will be restored in the on-line and printed directories once a full and accurate response is received and verified in accordance with Cigna policies and requirements for updating directory errors and information.

(E) To the extent permitted by applicable laws, Cigna may terminate this Agreement for a pattern or repeated failure of Provider to alert Cigna to a change in the information required by applicable laws to be in the directory or directories.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF COLORADO

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Colorado regarding provider contracts with providers rendering health care services in the State of Colorado. To the extent that such Colorado laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

With respect to services reimbursed on a fee-for-service basis, if Provider believes Provider has been underpaid for a Covered Service Provider must submit a written request for an appeal or adjustment with Cigna or its designee within 12 months after the date of the original payment or explanation of benefits.

With respect to services reimbursed on a fee-for-service basis, Payor may only retroactively adjust reimbursement made to Provider during the 12 month period after the date of the original explanation of benefits.

Adjustments to claims related to coordination of benefits with federally funded health benefit plans, including Medicare and Medicaid, shall be made within 36 months after the date of service.

reconsideration of ▇▇▇▇▇’s decision; or b) Provider discusses with a current, former or prospective patient any aspect of the patient’s medical condition, any proposed treatments or treatment alternatives, whether covered by Cigna or not, policy provisions of a plan or Provider’s personal recommendation regarding selection of a health plan based on the Provider’s personal knowledge of the health needs of such patients.

Cigna HealthCare of Colorado, Inc.

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇

2T1

Greenwood Village, Colorado 80111

Attention: Manager of Contracting

“Material Change” means a change to an Agreement that: a) decreases the provider’s payment or compensation; b) changes the administrative procedures in a way that may reasonably be expected to significantly increase the providers administrative expense; c) replaces the maximum allowable cost list used with a new and different maximum allowable cost list by a person or entity for reimbursement of generic prescription drugs; or d) adds a new category of coverage.

A Material Change does not include: a) a decrease in payment or compensation resulting solely from a change in a published fee schedule upon which the payment or compensation is based and the date of applicability is clearly identified in the Agreement; b) a decrease in payment or compensation resulting from a change in an Agreement for pharmacy services such as a change in a fee schedule based on average wholesale price or maximum allowable cost; c) a decrease in payment or compensation that was anticipated under the terms of the Agreement, if the amount and date of applicability of the decrease is clearly identified in the Agreement; d) an administrative change that may significantly increase the provider’s administrative expense, the specific applicability of which is clearly identified in the contract; e) changes to an existing prior authorization, precertification, notification or referral program that do not substantially increase the provider’s administrative expense; or changes to an edit program or to specific edits.

If Provider objects in writing to the material change within 15 days and there is no resolution of the objection, Cigna or Provider may terminate the Agreement upon written notice to the other party but no later than 60 days prior to the effective date of the material change.

If Provider does not object to the material change within 15 days, the change shall be effective as specified in the notice.

If the material change is the addition of a new category of coverage and Provider objects within 15 days, the material change shall not be effective and Cigna may not terminate Provider for this reason.

Notwithstanding anything in this section, Cigna may modify the Agreement by operation of state or federal law or regulation and Cigna may make such notification to Provider by any reasonable means.

(a) If contracted to perform utilization management, utilization review, provider credentialing, administration of health insurance benefits, setting or negotiation of reimbursement rates, payment to providers, network development, disease management programs, or any other program subject to Section 10-16-705(6.5) C.R.S., Intermediary shall comply with the same standards, guidelines, medical policies, and benefit terms as Cigna.

(b) If contracted to perform utilization management, utilization review, provider credentialing, administration of health insurance benefits, setting or negotiation of reimbursement rates, payment to providers, network development, disease management programs, or any other program subject to Section 10-16-705(10.5)(a) C.R.S., Intermediary shall indicate the name of Intermediary and the company for which it is conducting the work when making any payment to a health care provider on behalf of Cigna.

(c) Intermediary will comply, and shall require Subcontracted Providers to comply, with all of the applicable requirements of Section ▇▇-▇▇-▇▇▇, C.R.S.

(d) Cigna is responsible for ensuring that Subcontracted Providers have the capacity and legal authority to furnish Covered Services.

(e) Cigna has the right to approve or disapprove participation status of Subcontracted Providers in its own or a contracted network for the purpose of delivering Covered Services to its Participants.

(f) Intermediary shall provide Cigna with copies of Subcontracted Providers’ contracts in accordance with Applicable Law and Cigna shall maintain copies of all such contracts.

(g) As applicable, Intermediary shall transmit utilization documentation and claims paid documentation to Cigna. Cigna shall monitor the timeliness and appropriateness of payments made to providers and health care services rendered to Participants.

(h) As applicable, Intermediary shall maintain books, records, financial information, and documentation of services provided to Participants at the Intermediary’s place of business in the State of Colorado.

(i) Intermediary agrees to allow the Commissioner of the Division of Insurance for the State of Colorado access to the Intermediary’s books, records, financial information and any documentation of services provided to Participants as necessary to determine compliance with the law.

(j) ▇▇▇▇▇ shall have the right, in the event of Intermediary’s insolvency, to require the assignment to Cigna of the provisions of a Subcontracted Provider’s contract addressing the provider’s obligations to furnish Covered Services.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF CONNECTICUT

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Connecticut regarding provider contracts with providers rendering health care services in the State of Connecticut. To the extent that such Connecticut laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

This requirement does not apply in cases involving: (a) the health or safety of the Participant; (b) any fraud or material misrepresentation by Provider when entering into the Agreement; or (c) any fraudulent activity by Provider relating to the terms of the Agreement.

(A)(1) The Agreement does not prohibit Provider and a Participant from agreeing to continue services solely at the expense of Participant as long as Provider has clearly informed Participant that such services are not covered or are no longer covered.

Except as provided herein, the Agreement does not prohibit Provider from pursuing any available legal remedy.

(B) Provider agrees, in the event of ▇▇▇▇▇’s insolvency, to continue to provide Covered Services to Participants for the duration of the period for which premiums on behalf of the Participant were paid to Cigna, or until the Participant’s discharge from inpatient facilities, whichever time is greater.

(B)(1) In the event of Cigna’s or an intermediary’s insolvency or other cessation of operations, Provider shall deliver Covered Services to Participants without requesting payment from a Participant other than a coinsurance, copayment, deductible or other out-of-pocket expense for such services until the earlier of (i) the termination of the Participant’s coverage under the network plan, including any extension of coverage provided under the contract terms or applicable state or federal law for covered persons who are in an active course of treatment, as set forth in applicable state law, or are totally disabled, or (ii) the date of the Agreement would have terminated if Cigna or an intermediary had remained in operation, including any extension of coverage required under applicable state or federal law for covered persons who are in an active course of treatment or are totally disabled.

(C) Notwithstanding any other provision in the Agreement, nothing in the Agreement shall be construed to modify the rights and benefits contained in the Participant’s Benefit Plan.

(D) Provider may not bill a Participant for Covered Services, except for cost-sharing amounts, where Cigna denies payment because the Provider has failed to comply with the terms or conditions of the Agreement.

(E) Provider further agrees (i) that the provisions of paragraphs (A), (B), (C) and (D) of this section shall survive termination of the Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of the Participant, and (ii) that this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and Participant, or persons acting on Participant’s behalf.

(F) If Provider contracts with other providers or facilities who agree to provide Covered Services to Participants with the expectation of receiving payment directly or indirectly from Payor, such providers or facilities shall agree to abide by the provisions of paragraphs (A), (B), (C), (D) and (E) of this section.

Notwithstanding anything in this Agreement or in any rate exhibit to this Agreement to the contrary, the rates in this Agreement will be payment in full for all Covered Services furnished to Participants under this Agreement; the rates in this Agreement apply to all Covered Services provided to Participants in the Benefit Plan types covered by this Agreement, including services covered under a Participant’s in or out-of-network benefits and whether the Payor or Participant is financially responsible for payment.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE DISTRICT OF COLUMBIA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the District of Columbia regarding provider contracts with providers rendering health care services in the District of Columbia. To the extent that such District of Columbia laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF DELAWARE

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Delaware regarding provider contracts with providers rendering health care services in the State of Delaware. To the extent that such Delaware laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

In the event that ▇▇▇▇▇’s final decision regarding reimbursement for an individual claim, procedure or service does not authorize reimbursement of Provider’s claim in its entirety, Cigna shall give Provider written notice of Provider’s right to arbitration. Provider shall attempt to resolve disputes informally with ▇▇▇▇▇ before requesting arbitration pursuant to this provision. The arbitrator may dismiss an arbitration petition without prejudice, if the arbitrator finds that Provider has not attempted to resolve the matter informally.

Petition for Arbitration: Provider or an authorized representative may request review of Cigna’s final reimbursement decision through arbitration by delivering a Petition for Arbitration to the Department of Insurance so that it is received by the Department no later than 60 days after the date of mailing of ▇▇▇▇▇’s final reimbursement decision. The Department shall make available, by mail and on its web site, a standardized form for a Petition of Arbitration. Provider or an authorized representative must deliver to the Department an original and 3 copies of the Petition for Arbitration. At the time of delivering the Petition of Arbitration to the Department, Provider or an authorized representative must also: send a copy of the Petition to Cigna by certified mail, return receipt requested; deliver to the Department a Proof of Service confirming that a copy of the Petition has been sent to Cigna by certified mail, return receipt requested; and deliver to the Department a non-refundable filing fee. The fee shall be $50 for claims of $1,000 or less, in all other cases the fee shall be $100. The Department may refuse to accept any Petition that is not timely filed or does not otherwise meet the criteria for arbitration, including the disputes described in 18 Del. C. Section 333(j)(1) – (3).

Response to Petition for Arbitration: Within 20 days of receipt of the Petition, ▇▇▇▇▇ must deliver to the Department an original and 3 copies of a Response with supporting documents or other evidence attached. At the time of delivering the Response to the Department, ▇▇▇▇▇ must also: send a copy of the Response and supporting documentation to Provider or an authorized representative by first class U.S. mail, postage prepaid; and deliver to the Department a Proof of Service confirming that a copy of the Response was mailed to Provider or an authorized representative. The Department may return any non- conforming Response to Cigna. If ▇▇▇▇▇ fails to deliver a Response to the Department in a timely fashion, the Department, after verifying proper service, and with written notice to the parties, may assign the matter to the next scheduled Arbitrator for summary disposition. The Arbitrator may determine the matter in the nature of a default judgment

after establishing that the Petition is properly supported and was properly served on Cigna. The Arbitrator may allow the re-opening of the matter to prevent a manifest injustice. A request for re-opening must be made no later than 7 days after notice of the default judgment.

Summary Dismissal of Petition by the Department: If the Department determines that the subject of the Petition is not appropriate for arbitration or is meritless on its face, the Department may summarily dismiss the Petition and provide notice of such dismissal to the parties.

Appointment of Arbitrator: Upon receipt of a proper Response, the Department shall assign an Arbitrator who shall schedule the matter for a hearing so that the Arbitrator can render a written decision within 45 days of the delivery to the Department of the Petition for Arbitration. The Arbitrator shall be of suitable background and experience to decide the matter in dispute and shall not be affiliated with any of the parties or with the patient whose care is at issue in the dispute.

Arbitration Hearing: The Arbitrator shall give notice of the arbitration hearing date to the parties at least 10 days prior to the hearing. The parties are not required to appear and may rely on the papers delivered to the Department. The arbitration hearing is to be limited, to the maximum extent possible, to each party being given the opportunity to explain their view of the previously submitted evidence and to answer questions by the Arbitrator. If the Arbitrator allows any brief testimony, the Arbitrator shall allow brief cross-examination or other response by the opposing party. The Delaware Uniform Rules of Evidence will be used for general guidance but will not be strictly applied. Because the testimony may involve evidence relating to personal health information that is confidential and protected by state or federal laws from public disclosure, the arbitration hearing shall be closed. The Arbitrator may contact, with the parties’ consent, individuals or entities identified in the papers by telephone in or outside of the parties’ presence for information to resolve the matter. The Arbitrator is to consider the matter based on the submission of the parties and information otherwise obtained by the Arbitrator in accordance with this regulation. The Arbitrator shall not consider any matter not contained in the original or supplemental submissions of the parties that has not been provided to the opposing party with at least 5 days notice, except claims of a continuing nature that are set out in the filed papers.

Arbitrator’s Written Decision: The Arbitrator shall render a decision and mail a copy of the decision to the parties within 45 days of the filing of the Petition. The Arbitrator’s decision is binding upon the parties, except as provided in 18 Del. C. Section 333(f).

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF FLORIDA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Florida regarding provider contracts with providers rendering health care services in the State of Florida. To the extent that such Florida laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

After the exhaustion of the Agreement’s internal process to resolve disputes relating to the payment of provider claims, but before the initiation of arbitration to resolve such disputes, either party may initiate the Agency for Health Care Administration dispute resolution process, to the extent that such process applies to the dispute, by providing written notice to the other party. If the Agency for Health Care Administration dispute resolution process does not apply to the dispute, and therefore such dispute resolution process does not occur, either party may initiate arbitration by providing written notice to the other party.

(2)  Notwithstanding the 180 day period provided in the Underpayments provision of the Agreement, all claims for underpayment from a provider licensed under chapter 458, chapter 459, chapter 460, chapter 461, or chapter 466 of the Florida Statutes must be submitted to Cigna or its designee within 12 months after ▇▇▇▇▇’s payment of the claim.

(3)  The Overpayments provision of the Agreement is amended to add the following:

(a) All claims for overpayment submitted to a provider licensed under chapter 458, chapter 459, chapter 460, chapter 461, or chapter 466 of the Florida Statutes must be submitted within 12 months after the Payor’s payment of the claim, except that claims for overpayment may be sought beyond that time from providers convicted of fraud.

(b) Notwithstanding the 12 month period provided in subsection (a) above, all claims for overpayment submitted to a provider not included in subsection (a) above must be submitted within 30 months after the Payor’s payment of the claim, except that claims for overpayment may be sought beyond that time from providers convicted of fraud.

To the extent applicable and/or not otherwise preempted by federal law, the parties shall comply with Section 627.6131 of the Florida Statutes.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF GEORGIA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Georgia regarding provider contracts with providers rendering health care services in the State of Georgia. To the extent that such Georgia laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(i) Cigna, or any agent thereof, shall not conduct a post-payment audit or impose a retroactive denial of payment of any claim by Provider relating to the provision of health care services to Participants unless:

(ii) Cigna, or any agent thereof, shall not be required to respond to Provider’s request for additional payment or to adjust any previously paid Provider claim or any part thereof following a final payment unless:

(iii) A Participant who is not billed by Provider, or agent thereof, within 45 days of the date that Provider, or agent, knew that further payment was due as a result of a post payment audit, retroactive denial, or rejected request to adjust a previously paid claim shall be relieved of any and all legal obligations to respond to a request for additional payment.

(iv) Notwithstanding any other provision to the contrary, when precertification has been obtained for a service, Cigna, or any agent thereof, shall be prohibited from contesting, requesting payment, or reopening such claim, or any portion thereof, except to the extent Cigna is not liable for the payment under Code Section 33-20A-7.1.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF ILLINOIS

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Illinois regarding provider contracts with providers rendering health care services in the State of Illinois. To the extent that such Illinois laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(1)  Provider shall, upon request of Participant, provide Participant the following: (a) information related to provider’s educational background, experience, training, specialty, and board certification, if applicable; (b) the names of licensed facilities on the provider panel where the provider presently has privileges for the treatment, illness or procedure that is the subject of the request; and (c) information regarding provider’s participation in continuing education programs and compliance with any licensure, certification, or registration requirements, if applicable.

b. Provider must give Cigna at least 60 days’ notice for termination of the Agreement for cause and at least 90 days’ notice by Provider for termination of the Agreement without cause. Notwithstanding the foregoing, to the extent that the Agreement provides for a longer notification period with respect to termination of the Agreement by Provider, the longer notification period will apply.

(3) Cigna shall not retaliate against Provider if Provider advocates for appropriate health care services for Participants. To advocate for medically appropriate health care services means to appeal a decision to deny payment for health care services pursuant to the reasonable grievance or appeal procedure.

(4) All nurse and other ancillary and paramedic personnel shall maintain all necessary professional credentials, including but not limited to appropriate licenses, certifications, accreditations and other similar approvals required by applicable local, state and federal laws and regulations.

(5) Provider shall give Cigna at least 15 days advance written notice of cancellation, modification or termination of general or professional liability insurance.

(6) The “Limitations on Billing Participants” provision is amended to add the following Participant hold harmless requirements:

a.  the provision shall also apply to Provider’s assignees or subcontractors;

b. the Participant, persons acting on Participant’s behalf (other than Payor) and the employer or group contract holder shall be Third Party beneficiaries of the provision; and

c. the provision supersedes any oral or written agreement now existing or hereafter entered into between Provider and Participant, person’s acting on Participant’s behalf (other than Payor) and the employer or group contract holder.

b. Participants shall not be liable to Provider for any amounts owed for Covered Services provided during the period of continued care other than Copayments, Deductibles or Coinsurance billed in accordance with the terms of a Benefit Plan.

c. Provider has no obligation under the Agreement to continue to provide Covered Services to individuals who cease to be Participants.

Pursuant to § 215 ILCS 5/355.3, as may be amended from time to time, the rates set forth in the Agreement are only applicable to Covered Services under the applicable insured benefit plan.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF INDIANA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Indiana regarding provider contracts with providers rendering health care services in the State of Indiana. To the extent that such Indiana laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

ADDENDUM TO PROVIDER AGREEMENT FOR THE STATE OF KANSAS

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as “Provider”) to comply with legislative and regulatory requirements of the State of Kansas regarding provider contracts with providers rendering health care services in the State of Kansas. To the extent that such Kansas laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions of the Addendum shall apply to all providers governed by the Agreement, unless the context dictates otherwise. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

Upon termination of the Agreement, Provider shall continue to provide Covered Services to Participants for a period of up to 90 days in those cases where the continuation of such care is medically necessary and in accordance with the dictates of medical prudence and where the Participant has special circumstances such as a disability, a life threatening illness or is in the third trimester of pregnancy. Provider shall be compensated for Covered Services provided to any such Participant in accordance with the compensation arrangements under the Agreement until 90 days following termination and thereafter compensation for continued services authorized by Cigna shall be as mutually agreed. Provider has no obligation under the Agreement to provide services to individuals who cease to be Participants.

Pursuant to Chapter 91 of the Laws of 2010 (Senate Bill 389), the rates set forth in the Agreement are only applicable to Covered Services under the applicable insured benefit plan.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF KENTUCKY

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Kentucky regarding provider contracts with providers rendering health care services in the State of Kentucky. To the extent that such Kentucky laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(b) Any change to payment or fee schedules applicable to Provider shall be made available to Provider at least 90 days prior to the effective date of the amendment. This subsection (b) shall not apply to changes in standard codes and guidelines developed by the American Medical Association or a similar organization.

“Material Change” means a change to an Agreement, the occurrence and timing of which is not clearly identified in the Agreement, that decreases the health care

provider’s payment or compensation or changes the administrative procedures in a way that may reasonably be expected to significantly increase the provider’s administrative expense, and includes any changes to provider network requirements, or inclusion in any new or modified insurance products.

“Participating Provider” means a Provider that has entered into an agreement with Cigna to provide health care services.

For changes to an existing prior authorization, precertification, notification, or referral program, or changes to an edit program or specific edits, Cigna shall provide notice of the change to the Participating Provider at least 15 days prior to the change.

Notwithstanding any provision to the contrary set forth in the Compensation section of the Agreement, or any similar provision in the Agreement, or a rate exhibit, to the extent required by KRS 304.17C-085 as may be amended from time to time, the rates in the Agreement will be payment in full for all Covered Services furnished to Participants under the Agreement.

Notwithstanding any provision to the contrary set forth in the Compensation section of the Agreement, or any similar provision in the Agreement, or a rate exhibit, to the extent required by KRS 304.17C-085 as may be amended from time to time, the rates in this Agreement apply to all Covered Services provided to Participants in the Benefit Plan types covered by this Agreement, including services covered under a Participant’s in or out-of-network benefits and whether the Payor or Participant is financially responsible for payment.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF LOUISIANA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Louisiana regarding provider contracts with providers rendering health care services in the State of Louisiana. To the extent that such Louisiana laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall apply. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF MASSACHUSETTS

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Massachusetts regarding provider contracts with providers rendering health care services in the State of Massachusetts. To the extent that such Massachusetts laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(i) pay for any fee-for-service amounts owing under this Agreement for such

health care services provided; (ii) notify Provider in writing of the reason or reasons for nonpayment or (iii) notify Provider in writing of what additional information or documentation is necessary to complete the claim for reimbursement.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF MARYLAND

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Maryland regarding provider contracts with providers rendering health care services in the State of Maryland. To the extent that such Maryland laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

Experimental Medical Care means medical, surgical or other health care procedures and treatments which are experimental or investigational, as determined by CIGNA’s Medical Director in accordance with consensus derived from peer review medical and scientific literature and the practice of the national medical community, including (i) any procedures or treatments which are not recognized as conforming to accepted medical practice; (ii) any procedures or treatments in which the scientific assessment of the technique, or its application for a particular condition, has not been completed or its effectiveness has not been established; and (iii) any procedures or treatments for which the required approval of a governmental agency has not been granted at the time the services are rendered. Covered Services do not include Experimental Medical Care.

However, to the extent applicable under Section 15-827 of the Insurance Article, Covered Services include the patient cost to a Participant in a clinical trial, as a result of:

Coverage shall be required if:

Covered Services include the patient cost incurred for drugs and devices that have been approved for sale by the FDA whether or not the FDA has approved the drug or device for use in treating the patient’s particular condition, to the extent that the drugs or devices are not paid for by the manufacturer, distributor, or provider of that drug or device.

An entity seeking coverage for treatment in a clinical trial approved by an institutional review board under subsection (2)(v) above shall post electronically and keep up-to- date a list of the clinical trials meeting the requirements of this section. The list shall include for each clinical trial: (a) the phase for which the trial is approved; (b) the entity approving the trial; (c) whether the trial is for treatment of cancer or another life- threatening disease and, if not cancer, the particular disease; and the estimated number of patients in the trial.

Pursuant to Maryland law, to the extent applicable, within 30 days after Payor’s receipt of a claim Payor shall pay any undisputed fee-for-service amounts owing under the Agreement in accordance with this provision. If Payor contests the claim, denies all or part of the claim, or needs additional information to adjudicate the claim, Payor shall send a notice of receipt and status of the claim that states: (i) that ▇▇▇▇▇ refuses to reimburse all or part of the claim and the reason for the refusal; (ii) that the legitimacy of the claim or the appropriate amount of reimbursement is in dispute and additional information is necessary to determine if all or part of the claim will be

reimbursed and what specific additional information is necessary; or (iii) that the claim is not clean and the specific additional information necessary for the claim to be considered a clean claim. Clean claim means a claim for reimbursement as defined in regulations adopted by the Commissioner under Section 15-1003 of the Annotated Code of Maryland, as may be changed from time to time.

If additional information is requested by Payor, Payor shall pay or deny the claim, or portion of the claim, within 30 days after receipt of the required additional information. If Payor fails to comply with the requirements of this provision, Payor shall pay interest on the amount of the claim that remains unpaid 30 days after the claim is received by Payor. The applicable monthly interest rate shall be: 1.5% for claims paid from the 31st through the 60th day; 2% for claims paid from the 61st through the 120th day; and 2.5% after the 120th day. Any interest owing under the Agreement shall be paid without the necessity of filing an additional claim for such interest.

The requirements of this provision do not apply if Payor retroactively denies reimbursement to Provider because: (1) the information submitted to the Payor was fraudulent; (2) the information submitted to Payor was improperly coded and Payor provided sufficient information regarding the coding guidelines used by Payor at least 30 days prior to the date the services subject to the retroactive denial were rendered; or (3) the claim submitted to Payor was a duplicate claim.

ADDENDUM TO ANCILLARY SERVICES AGREEMENT FOR THE STATE OF MAINE

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Maine regarding provider contracts with providers rendering health care services in the State of Maine. To the extent that such Maine laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

For purposes of this provision, “retrospective denial of a previously paid claim” means any attempt by Payor to retroactively collect payments already made to Provider with respect to a claim by requiring repayment of such payments, reducing other payments currently owed to Provider, withholding or setting off against future payments or reducing or affecting the future claim payments to Provider in any other manner. Provider has 6 months from the date of notification under this provision to determine whether Participant has other appropriate insurance that was in effect on the date of service. Notwithstanding the terms of the Agreement, Cigna shall allow for the submission of a claim that was previously denied by another insurer because of Participant’s transfer or termination of coverage.

b. Cigna shall notify Provider of a proposed amendment to the Agreement at least 60 days prior to the amendment’s proposed effective date. If an amendment that has substantial impact on the rights and obligations of Provider is made to a manual, policy or procedure document referenced in the Agreement, such as material changes to fee schedules or material changes to procedural coding rules specified in the manual, policy or procedure document, Cigna shall give 60 days’ notice to Provider. After the 60 day notice period has expired, the amendment to a manual, policy or procedure document becomes effective and binding on both Cigna and Provider subject to any applicable termination provisions in the Agreement, except that Cigna and Provider may mutually agree to waive the 60 day notice requirement. This subsection may not be construed to limit the ability of Cigna and Provider to mutually agree to the proposed change at any time after Provider has received notice of the proposed amendment.

b. Notice and Hearing. If Cigna should choose to terminate the Agreement, Cigna will notify Provider of this decision in writing. The notice will include the reason(s) for the termination including reference to the evidence or documentation leading to the decision and a notice of Provider’s right to request a hearing or review, at Provider’s discretion. If Provider should desire a hearing with regard to the termination of the Agreement, Provider must notify Cigna in writing within 30 days of Provider’s receipt of the notice of termination. A hearing will be held within 30 days after receipt of the request by ▇▇▇▇▇. The hearing shall be conducted by a panel of at least 3 people appointed by ▇▇▇▇▇, at least one-third of which shall be clinical peers of Provider. The panel shall render a decision in a timely manner and shall notify Provider of the decision in writing which will include one of the following resolutions: (a) unconditional reinstatement; (b) provisional reinstatement subject to certain conditions as set forth by ▇▇▇▇▇; or (c) termination. Termination will be effective no earlier than 60 days after Provider’s receipt of the panel’s decision or until the termination date of the Agreement, whichever is earlier. If Provider is unsatisfied with the panel’s decision, Provider may appeal the decision further pursuant to the Dispute Resolution procedures specified in the Agreement and Administrative Guidelines.

c. The requirements set forth in this provision do not apply in cases involving imminent harm to patient care, a final determination of fraud by a governmental agency or a final disciplinary action by a state licensing board or other governmental agency that impairs Provider’s ability to practice.

b. During the transitional period under this provision, Provider shall: (a) continue to accept reimbursement at the rates applicable prior to the start of the transitional period as payment in full and shall not impose cost-sharing with respect to the Participant in an amount that would exceed the cost-sharing that would have been imposed had the Agreement not been terminated; (b) adhere to Cigna’s quality assurance requirements and provide the necessary medical information related to such care; and (c) otherwise adhere to Cigna’s policies and procedures, including but not limited to procedures regarding referrals and prior authorizations and providing services pursuant to any treatment plan approved by Cigna.

c. Provider has no obligation under the Agreement to provide services to individuals who cease to be Participants.

ADDENDUM TO ANCILLARY SERVICES AGREEMENT FOR THE STATE OF MICHIGAN

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Michigan regarding provider contracts with providers rendering health care services in the State of Michigan. To the extent that such Michigan laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

Claims for Covered Services must be submitted within 1 year of the date of service or the date of discharge from the facility.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF MISSOURI

The provisions set forth in this Addendum are being added to the Agreement to comply with of the State of Missouri Regulations and Statutes regarding provider contracts with providers rendering health care services in the State of Missouri. To the extent that such Missouri Regulations and Statutes are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

Emergency means the sudden and, at the time, unexpected onset of a health condition (emergency medical condition) that manifests itself by symptoms of sufficient severity that would lead a prudent layperson, possessing an average knowledge of health and medicine, to believe that immediate medical care is required, which may include, but shall not be limited to:

a. that there is inadequate time to effect a safe transfer to another hospital before delivery; or

b. that transfer to another hospital may pose a threat to the health or safety of the woman or unborn child.

Emergency Services means health care items and services furnished or required to screen and stabilize an emergency medical condition, which may include, but shall not be limited to, health care services that are provided in a licensed hospital’s emergency facility by an appropriate provider.

(2) Provider shall be bound by and comply with the provisions of all applicable State of Missouri Regulations and Statutes (including but not limited to the credentialing and recredentialing requirements of 20 CSR 400-7.180), all applicable federal laws and regulations, and Cigna Administrative Guidelines. Provider shall comply with the requirements of and shall participate in Quality Management and Utilization Management.

(3) The Agreement shall be governed by applicable State of Missouri Regulations and Statutes and any applicable federal law.

(4) To the extent required by RSMo § 376.384, Provider shall file a claim for reimbursement for a health care service provided in this state for a period of up to six months from the date of service, unless the Agreement specifies a different standard.

(1) Cigna shall give Provider 30 days to review the Agreement.

(2) Pursuant to RSMo 354.603.1(3), Cigna shall monitor, on an on-going basis, the ability, clinical capacity, and legal authority of Provider to furnish all Covered Services to Participants.

(3) Throughout the term of the Agreement, Provider shall maintain general and professional liability coverage in a form and amount acceptable to Cigna ($   per occurrence and $   in the aggregate).

(4) Payor shall not request a refund or offset against a claim more than 12 months after a Payor has paid a claim except in cases of fraud or misrepresentation by Provider.

(5) Cigna will not terminate the Agreement solely because Provider has:

(6) Cigna and Provider shall provide at least 60 days written notice to each other before terminating the Agreement with notice. The written notice shall include an explanation of why the Agreement is being terminated. Notwithstanding the foregoing, to the extent that the Agreement provides for a longer notification period with regard to termination of the Agreement by Provider or Cigna, such longer notification period will apply.

Upon termination of the Agreement, Cigna shall give written notice within 30 working days of such termination to all Participants who are seen on a regular basis by Provider. Within 15 working days of the date of termination of the Agreement, Provider shall supply Cigna with a list of Participants that must be notified of the termination.

(7) Notwithstanding anything to the contrary set forth in the Agreement, the grounds for immediate termination of the Agreement by Cigna are in cases involving imminent harm to patients, a determination of fraud, or a final disciplinary action by a state licensing board or other governmental agency.

b. Provider has no obligation under the Agreement to provide services to individuals who cease to be Participants.

(9) In the event of ▇▇▇▇▇’s insolvency or other cessation of operations, Covered Services to Participants shall continue through the period for which a premium has been paid to Cigna on behalf of the Participant or until the Participant’s discharge from an inpatient facility, whichever time is greater. This provision survives termination of this Agreement regardless of the cause giving rise to such termination and shall be construed to be for the benefit of Participants and supersedes any oral or written agreement to the contrary now existing or hereafter entered into between Provider and the Participant or persons acting on the Participant’s behalf.

(10) If a party initiates arbitration to resolve a dispute, the arbitrator will be instructed that, to the extent that an external review organization or the Missouri Department of Insurance, Financial Institutions and Professional Registration has rendered a final determination as permitted by RSMo 376.1350 through RSMo 376.1399 regarding coverage of a particular service rendered to a particular Participant, the arbitrator will not have authority to revise that final determination.

(11) The Limitations on Billing Participants For Your Services provision survives termination of this Agreement regardless of the cause giving rise to such termination, including Payor’s insolvency.

(12) The provision of the Agreement relating to the limitation on billing participants shall also apply in the event of nonpayment by the intermediary or the intermediary’s insolvency or breach of the Agreement.

(13) Any modification, addition, or deletion to the provision of the Agreement relating to the limitation on billing participants shall become effective on a date no earlier than 30 days after the applicable state regulatory agency has received written notice of such proposed changes, or the date permitted by applicable law, whichever is later.

(14) a. Cigna shall not prohibit or restrict Provider from disclosing to Participant any information that Provider deems appropriate regarding the nature of treatment, risks, or alternatives thereto, the availability of other therapy, consultation or test, the decision of any plan to authorize or deny services, or the process that the plan or any person contracting with the plan uses or proposes to use, to authorize or deny health care services. Cigna shall not prohibit any other communication expressly protected under all applicable State of Missouri Regulations and Statutes and all applicable federal laws and regulations.

b. Provider’s duties to comply with ▇▇▇▇▇’s Participant Grievance procedure shall be subject to RSMo 376.1350 through RSMo 376.1399, including in particular Provider’s option to appeal Cigna decisions and those provisions related to determinations to the Missouri Department of Insurance, Financial Institutions and Professional Registration or external review organizations. Cigna shall not penalize Provider because Provider, in good faith, reports to state or federal authorities any act or practice by Cigna that Provider reasonably determines may jeopardize patient health or welfare.

(15) If Provider is an optometrist subject to RSMo § 376.685, the following shall modify references to rates in the Agreement to the extent required by applicable laws or regulations.

Notwithstanding anything in this Agreement or in any rate exhibit to this Agreement to the contrary, the rates in this Agreement will be payment in full for all Covered Services furnished to Participants under this Agreement; the rates in this Agreement apply to all Covered Services provided to Participants in the Benefit Plan types covered by this Agreement, including services covered under a Participant’s in or out- of-network benefits and whether the Payor or Participant is financially responsible for payment.

ADDENDUM TO PROVIDER AGREEMENT OR THE STATE OF MISSISSIPPI

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as “Provider”) to comply with legislative and regulatory requirements of the State of Mississippi regarding provider contracts with providers rendering health care services in the State of Mississippi. To the extent that such Mississippi laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions of the Addendum shall apply to all providers governed by the Agreement, unless the context dictates otherwise. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

until discharge from an inpatient facility, whichever time is greater. Covered Services to Participants confined in an inpatient facility on the date of insolvency or other cessation of operations will continue until their continued confinement in an inpatient facility is no longer medically necessary.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF MONTANA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Montana regarding provider contracts with providers rendering health care services in the State of Montana. To the extent that such Montana laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

In the event of ▇▇▇▇▇’s insolvency or other cessation of operations, Covered Services to Participants shall continue through the period for which a premium has been paid to Cigna on behalf of the Participant, but not to exceed 30 days, or until the Participant’s discharge from an acute care inpatient facility, whichever time is greater. Participants shall not be liable to Provider for any amounts owed for Covered Services provided during the period of continued care other than Copayments, Deductibles or Coinsurance billed in accordance with the terms of a Benefit Plan. Provider further agrees that this provision shall survive the termination of the Agreement regardless of the cause giving rise to such termination and shall be construed to be for the benefit of Participants, and that this provision supersedes any oral or written agreement to the contrary now existing or hereafter entered into between Provider and the Participant or persons acting on the Participant’s behalf.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF NORTH CAROLINA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of North Carolina regarding provider contracts with providers rendering health care services in the State of North Carolina. To the extent that such North Carolina laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

For Medically Necessary services, Cigna is not precluded from comparing the cost- effectiveness of alternative services or supplies when determining which of the services or supplies will be covered.

Claims for all Covered Services shall be submitted on the appropriate claim form within 180 days after the date of service or 180 days after the Participant’s discharge from the facility. Unless otherwise agreed to by Cigna and Provider, failure to submit a claim within the time required does not invalidate or reduce any claim if it was not reasonably possible for the claimant to file the claim within that time, provided that the claim is submitted as soon as reasonably possible and in no event, except in the absence of legal capacity of the Participant, later than one year from the time submittal of the claim is otherwise required.

This provision shall survive the termination of the Agreement, regardless of the cause giving rise to termination and shall be construed to be for the benefit of Participants. This provision supersedes any oral or written agreement to the contrary now existing or hereafter entered into between Provider and the Participant or persons acting on the Participant’s behalf insofar as such contrary agreement relates to liability for payment for services provided under the terms and conditions of the Agreement.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF NEW HAMPSHIRE

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of New Hampshire regarding provider contracts with providers rendering health care services in the State of New Hampshire. To the extent that such New Hampshire laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

For purposes of this provision, “retrospective denial of a previously paid claim” means any attempt by Payor to retroactively collect payments already made to Provider with respect to a claim by requiring repayment of such payments, reducing other payments currently owed to Provider, withholding or setting off against future payments or reducing or affecting the future claim payments to Provider in any other manner.

Cigna shall notify Provider at least 15 days in advance of the imposition of any retroactive denials of previously paid claims. Provider has 6 months from the date of notification under this provision to determine whether Participant has other appropriate insurance that was in effect on the date of service. Notwithstanding the terms of the Agreement, Cigna shall allow for the submission of a claim that was previously denied by another insurer because of Participant’s transfer or termination of coverage.

ADDENDUM TO ANCILLARY SERVICES AGREEMENT

FOR THE STATE OF NEW JERSEY

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of New Jersey regarding provider contracts with providers rendering health care services in the State of New Jersey. To the extent that such New Jersey laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

b. Detailed information on ▇▇▇▇▇’s Administrative Guidelines on the following topics is found in Cigna’s Hospital and Ancillary Facility Reference Guide:

Credentialing/Recredentialing

Service Standards

Provider Data Changes

Quality Management

Utilization Management

Member Rights and Responsibilities

c. If applicable, Provider shall follow clear procedures for granting admitting and attending privileges to physicians and shall notify Cigna when such procedures are no longer appropriate.

b. Any fee-for-service amounts owing under the Agreement shall be paid within 30 calendar days following receipt of a claim or no later than the time established for the payment of claims in the Medicare program pursuant to 42 U.S.C. s.1395u(c) (2) (B), whichever is earlier, if the claim is submitted by electronic means, and no later than 40 calendar days following receipt if the claim is submitted by other than electronic means, if:

If all or a portion of the claim is not paid within the time frame provided in the paragraph above because:

Payor shall notify Provider, by electronic means and the Participant in writing within 30 days of receiving an electronic claim, or notify the Participant and Provider in writing within 40 days of receiving a claim submitted by other than electronic means that:

If all or a portion of an electronically submitted claim cannot be adjudicated because the diagnosis coding, procedure coding or any other data required to be submitted with the claim was missing, Payor shall electronically notify Provider or Provider’s agent within 7 days of that determination and request any information required to complete adjudication of the claim.

Any portion of a claim that meets the criteria established in the first paragraph of this subsection b. shall be paid in accordance with the time limit established in the first paragraph of this subsection ▇.

▇▇▇▇▇ shall acknowledge receipt of a claim submitted by electronic means from Provider, no later than 2 working days following receipt of the transmission of the claim.

If payment is withheld on all or a portion of a claim pursuant to the reasons stated above, the claim payment shall be overdue if not remitted to Provider or Provider’s agent on or before 30 calendar days or the time limit established by the Medicare program, whichever is earlier, for claims submitted by electronic means and 40 calendar days for claims submitted by other than electronic means, following receipt by the Payor of the required documentation or information or modification of an initial submission.

If payment is withheld on all or a portion of a claim pursuant to the reasons stated above and Provider is not notified within the time frames provided, the claim shall be deemed to be overdue.

An overdue payment shall bear simple interest at the rate of 12% per annum. The interest shall be paid to Provider at the time the overdue payment is made.

c. With the exception of claims that were submitted fraudulently or submitted by health care providers that have a pattern of inappropriate billing or claims that were subject to coordination of benefits, Payor shall not seek reimbursement for overpayment of a claim previously paid pursuant to this section later than 18 months after the date the first payment on the claim was made. Payor shall not seek more than one reimbursement for overpayment of a particular claim. At the time the reimbursement request is submitted to Provider, Payor shall provide written documentation that identifies the error made by Payor in processing or payment of the claim that justifies the reimbursement request. No Payor shall base a reimbursement request for a

particular claim on extrapolation of other claims, except under the following circumstances:

d. Cigna will not retroactively deny reimbursement for a Covered Service provided to a Participant on grounds which contradict the written or oral authorization of Cigna or its agents to Provider reasonably relied upon by Provider prior to providing the service to the Participant, except in cases where there was material misrepresentation or fraud. Payor will be liable only for those specific services which are provided to a Participant and which were authorized and no additional services rendered without specific authorization.

e. Provider shall not seek reimbursement from Payor or Participant for underpayment of a claim submitted pursuant to this section later than 18 months from the date the first payment on the claim was made, except if the claim is the subject of an appeal submitted pursuant to section 1. of the Dispute Resolution section of the Agreement set forth in item (10) below, or the claim is subject to continual claims submission. Provider shall not seek more than one reimbursement for underpayment of a particular claim.

f. Claims will be paid in accordance with the requirements of N.J.S.A. 26:2J-8.1, N.J.S.A. 17B:26-9.1, N.J.S.A. 17B:27-44.2, and N.J.A.C. 11:4-28.7, as may be amended from time to time.

g. Cigna shall give written notice to Provider of any amount Provider inappropriately collected from Participant and Provider shall have 30 days from the date of receipt of the written notice to appeal such determination.

h. If Provider fails to reimburse Participant for any amount Provider inappropriately collected from Participant, Cigna may elect to withhold

compensation amounts from future compensation payments otherwise due to Provider. Cigna shall provide Provider with written notice and full disclosure of the funds withheld prior to such deduction.

i. To resolve disputes relating to the payment of provider claims see the Dispute Resolution section of the Agreement set forth in item (10) below.

b. Provider shall not be penalized or the Agreement terminated by Cigna because Provider appeals a coverage determination or files a complaint against Cigna.

a. Any adverse change or amendment during the term of the Agreement shall be made in accordance with the terms of the Agreement only upon 90- days’ notice prior to the effective date of the change or amendment or as otherwise specified by N.J.A.C. § 11:24C-4.3(d) as may be amended from time to time. If Provider declines to accept the amendment, Provider may terminate by providing notice in advance of the effective date.

b. If applicable, no adverse change may be made to the terms of the Agreement upon its automatic renewal. Any such change shall be made to the

Agreement as set forth above either before or after renewal. Notwithstanding any timeframe set forth in the Agreement governing amendments to the Agreement, no adverse change may be made to the Agreement without sufficient advance notice to permit Provider to terminate the Agreement in advance of the effective date of the change.

c. Adverse change or amendment shall mean any action taken by Cigna that could reasonably be expected to have a material adverse impact on either the aggregate level of payment to a health care provider or the administrative expenses incurred by the provider in complying with the change, or as otherwise defined by N.J.A.C. § 11:24C-4.2 as may be amended from time to time. Such changes attributable to a Third Party, including a health care provider, over which Cigna has no control, and such changes as identified in applicable state laws or regulations, are not adverse changes.

In the event that Provider has a dispute with respect to a claim, the dispute shall be submitted for review and resolution to the Cigna designee identified by Cigna in Cigna’s explanation of payment, or by calling 1.800.Cigna24. Provider must submit a written request for a review of a claim dispute within 90 calendar days of the date of the initial explanation of payment on an appeal form prescribed by the Commissioner of Banking and Insurance which shall describe the type of substantiating documentation that must be submitted with the form. The appeal form is available at: ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇/▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

The internal review shall be conducted at no cost to Provider and Provider shall be notified of the determination on or before the 30th calendar day following receipt of the appeal form.

The written decision shall include:

If the appeal is resolved in favor of Provider, Payor must pay the amount owed, plus interest at 12% per year, on or before the 30th calendar day following Provider’s notification of the determination on the appeal. If Provider is not notified of the determination of the appeal within 30 days, Provider may refer the dispute to arbitration as provided in this section 1.

(b) Any dispute regarding the determination of an internal appeal conducted pursuant to subsection (a) above may be referred to arbitration as provided in this section 1. The Commissioner of Banking and Insurance has contracted with MAXIMUS, Inc. to conduct the arbitration proceedings. Information is available at: ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇/▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ Any party may initiate an arbitration proceeding on or before the 90th calendar day following the receipt of the determination which is the basis of the appeal, on a form prescribed by the Commissioner of Banking and Insurance. No dispute shall be accepted for arbitration unless the payment amount in dispute is $1,000 or more, except that Provider may aggregate disputed claim amounts for the purposes of meeting such threshold requirement. No dispute pertaining to medical necessity which is eligible to be submitted to the Independent Health Care Appeals Program established pursuant to section 11 of P.L. 1997, c. 192 (C.26:2S-11) shall be the subject of arbitration pursuant to this section 1.

(c) The arbitrator shall conduct the arbitration proceedings pursuant to the rules of the arbitration entity, including rules of discovery subject to confidentiality requirements established by State or federal law.

(d) An arbitrator’s determination shall be:

The arbitration shall be nonappealable and binding on all the parties to the dispute.

(e) If the arbitrator determines that Payor has withheld or denied payment in violation of the provisions of this section, the arbitrator shall order Payor to make payment of the claim, together with accrued interest, on or before the 10th business day following the issuance of the determination. If the arbitrator determines that Payor has withheld or denied payment on the basis of information submitted by Provider and Payor requested, but did not receive, this information from Provider when the claim was initially processed by Payor or reviewed under internal appeal pursuant to subsection (a) above, Payor shall not be required to pay any accrued interest.

(f) If the arbitrator determines that Provider has engaged in a pattern and practice of improper billing and a refund is due to Payor, the arbitrator may award a refund, including interest accrued at the rate of 12% per year. Interest shall begin to accrue on the day the appeal was received for resolution through the internal appeals process established pursuant to subsection (a) above.

(g) The arbitrator shall file a copy of each determination with and in the form prescribed by the Commissioner of Banking and Insurance.

2. To resolve disputes with respect to a termination and for claim disputes with respect to ASO Participants, but not including appeals to resolve disputes pertaining to medical necessity which are eligible to be submitted to the Independent Health Care Appeals Program established pursuant to section 11 of P.L. 1997, c. 192 (C.26:2S-11):

In the event that Provider has a dispute with respect to a claim or a termination, the dispute shall be submitted for review and resolution to the Cigna designee identified by Cigna in Cigna’s explanation of payment or termination letter, as applicable (the “First Level Review”). Provider must submit a request for a First Level Review of a payment dispute within 180 days of the date of the initial explanation of payment and a request for a First Level

Review of a termination dispute within 30 days of the date of the termination letter. If Provider is not satisfied with the resolution at the First Level Review, Provider may submit the matter for a second level review to the Cigna designee identified in the First Level Review decision letter (the “Second Level Review”). Provider must submit a request for a Second Level Review within 60 days of the date of the letter communicating the First Level Review decision. The Second Level Review decision will be binding on Cigna and Provider if the resolution is accepted by Provider.

If the Second Level Review is adverse Provider may have the decision submitted to arbitration pursuant to the arbitration process set forth in the Agreement and the Administrative Guidelines. Provider must submit a request for arbitration within 12 months of the date of the letter communicating the Second Level Review decision.

3. Disputes regarding a claim or a termination that are not resolved through the process described in section 2. above and any other dispute between the parties regarding the performance or interpretation of the provider agreement may be resolved by arbitration between the parties pursuant to the arbitration process set forth in the Agreement and the Administrative Guidelines. Either party may initiate arbitration by providing written notice to the other party. If Provider initiates arbitration, Provider must submit a request for arbitration to:

Cigna HealthCare

National Appeals Unit

P.O. Box 37963

Charlotte, NC 28237

4. In addition to the above, for disputes concerning the application of ▇▇▇▇▇’s coding and payment rules and methodologies to patient specific factual situations, Provider should consult Cigna’s website for details regarding a billing dispute resolution process that may be applicable and that Provider may be entitled to elect in lieu of arbitration.

ADDENDUM TO PROVIDER AGREEMENT

FOR THE STATE OF NEW MEXICO

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as the “Provider”) to comply with legislative and regulatory requirements of the State of New Mexico regarding provider contracts with providers rendering health care services in the State of New Mexico. To the extent that such New Mexico laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions of the Addendum shall apply to all providers governed by the Agreement, unless the context dictates otherwise. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(1) In addition to the requirements set forth in the Agreement, Provider agrees that in no event, including but not limited to non-payment by Cigna or Payor, insolvency of Cigna or Payor, or breach of this Agreement, shall Provider bill, charge, collect a deposit from, seek remuneration or reimbursement from, or have any recourse against, a Participant or covered person, or person acting on behalf of the covered person, for health care services provided pursuant to the Agreement. This does not prohibit Provider from collecting co-insurance, deductibles, or copayments as specifically provided in the benefit plan, or fees for uncovered health care services delivered on a fee-for-service basis to persons referenced above, nor from any recourse against the Cigna or Payor or their successors. The requirements of this provision shall survive the termination of the Agreement regardless of the reason for the termination, including the insolvency of Cigna or Payor.

(2) In addition to the obligations and requirements set forth in the Agreement, Provider will comply with the Administrative Guidelines including, but not limited to, policies and programs contained therein with respect to payment systems, utilization review, quality assessment and improvement programs, credentialing, confidentiality requirements, and any applicable federal or state programs.

(3) In addition to the obligations and requirements set forth in the Agreement, and in accordance with applicable state laws and regulations, Provider will notify Cigna not more than ten (10) days after the Provider’s receipt of notice of any reduction or cancellation of professional liability and malpractice insurance.

(4) Provider shall, in accordance with applicable state laws and regulations, observe, protect, and promote the rights of Covered Persons as patients.

(5) In addition to the obligations and requirements set forth in the Agreement, if any, and in accordance with applicable state laws and regulations, Cigna shall provide interpreters for limited English proficient individuals and interpretive services for patients who qualify under the Americans with Disabilities Act; such interpretive services will be made available to Provider’s office at no cost to Provider.

(6) Terms used in the Agreement that are defined by state statutes and division regulations will be used in the Agreement in a manner consistent with any state definitions.

(7) In addition to the obligations and requirements set forth in the Agreement, and in accordance with applicable state laws and regulations, should Payor fail to pay Provider for Covered Services within forty-five days after receipt of a clean claim, as defined by applicable laws and regulations, Payor shall be liable for the amount due and unpaid with interest on that amount at the rate established annually by the superintendent.

(8) “Clean Claim” means a manually or electronically submitted claim that contains all the required data elements necessary for accurate adjudication without the need for additional information from outside of Cigna or Payor’s system and contains no deficiency or impropriety, including lack of substantiating documentation currently required by Cigna or Payor, or particular circumstances requiring special treatment that prevents timely payment from being made by Cigna or Payor.

(9) In addition to the obligations and requirements set forth in the Agreement, and in accordance with applicable state laws and regulations, Payor shall make any retroactive adjustments for overpayment within 18 months absent Provider miscoding, claim submission error, suspected fraud and abuse, or retroactive adjustments required by federal or state agencies.

(10) In addition to the obligations and requirements set forth in the Agreement, and in accordance with applicable state laws and regulations, if the Agreement is terminated without cause, Provider shall continue to provide Covered Services for a Participant to continue an ongoing course of treatment for a transitional period as set forth in the Administrative Guidelines; the transition period for a Participant who is in the third trimester of pregnancy at the time of termination shall include the provision of postpartum care directly related to the delivery. Authorization for continuing care shall be subject to Provider’s agreement to accept reimbursement at the rates applicable prior to the commencement of continued care as payment in full, adherence to Cigna’s policies and procedures and quality assurance program, and agreement to provide medically necessary information related to continued care.

ADDENDUM TO ANCILLARY SERVICES AGREEMENT FOR THE STATE OF NEVADA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Nevada regarding provider contracts with providers rendering health care services in the State of Nevada. To the extent that such Nevada laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans. This Addendum shall supersede any previous state mandate amendments to the Agreement.

Cigna may amend this Agreement by providing 45 days’ prior written notice to Provider of the modification or amendment of the schedule of payments, including any changes to the fee schedule applicable to Provider’s practice. Failure of Provider to object in writing to any such proposed amendment within 45 days following receipt of notice shall constitute Provider’s acceptance thereof. Timely written notification of rejection of such proposed amendment to Cigna means that this Agreement shall remain in force without the proposed amendment.

Except as provided above, Amendments to this Agreement shall be agreed to in writing by ▇▇▇▇▇ and Provider.

Except in cases where termination of this Agreement was due to medical incompetence or professional misconduct, Practitioner shall, if the Practitioner and Participant agree, continue to provide Covered Services for specific conditions for which a Participant was under Practitioner’s care at the time of such termination until the later of:

During the continuation period under this section: (1) the parties shall be bound by the terms and conditions of the Agreement; (2) Provider shall be compensated for Covered Services provided to any such Participant in accordance with the compensation arrangements under the Agreement; and (3) Provider is prohibited from billing Participants for any amounts in excess of the Participant’s applicable Coinsurance, Copayments or Deductibles. Provider has no obligation under the Agreement to continue to provide services to individuals who cease to be Participants.

Either of us can terminate this Agreement at any time by providing at least 90 days advance written notice.

Cigna shall not terminate this Agreement, refuse to contract with, or refuse to compensate you because you in good faith advocate in private or in public on behalf of a Participant, assist a Participant in seeking reconsideration of a decision to deny coverage for a health care service, or report a violation of law to an appropriate authority.

Cigna shall provide the schedule of payments, including any changes to the fee schedule applicable to Provider’s practice, if requested at the time the Agreement is executed and at any other time within 7 days upon receipt of Provider’s request.

Limitations on Billing Participants. Provider agrees that in no event, including but not limited to nonpayment by Payor, Payor’s insolvency or breach of this Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Participants or persons other than the applicable Payor for Covered Services or for any amounts denied or not paid under this Agreement due to Provider’s failure to comply with the requirements of ▇▇▇▇▇’s or its designee’s Utilization Management Program or other Administrative Guidelines, or failure to file a timely claim or appeal. This provision does not prohibit collection of any applicable Copayments, Coinsurance and Deductibles, as specifically provided in the evidence of coverage. This provision survives termination of this Agreement, is intended to be for the benefit of Participants, and supersedes any oral or written agreement to the contrary now existing or hereafter entered into between Provider and a Participant or persons acting on the Participant’s behalf. Modifications to this section will become effective no earlier than the date permitted by applicable law.

This provision does not prohibit collection of fees for uncovered services delivered on a fee-for-service basis to Participants.

This provision does not prohibit Provider and a Participant from agreeing to continue health care services solely at the expense of the Participant, as long as Provider has clearly informed the Participant that Cigna may not cover or continue to cover a specific health care service or health care services. Except as provided herein, this Agreement does not prohibit Provider from pursuing any available legal remedy.

[ADDENDUM #2 TO ANCILLARY SERVICES AGREEMENT

FOR THE STATE OF NEVADA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Nevada regarding arbitration provisions, including but not limited to Nev. Rev. Stat. ▇▇▇. § 597.995 (Chapter 166 of the Laws of 2013).

Provider acknowledges by the signature below that Provider has affirmatively agreed to the arbitration provisions set forth in the Agreement.

ADDENDUM TO PROVIDER AGREEMENT FOR THE STATE OF NEW YORK

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as the “Provider”) to comply with legislative and regulatory requirements of the State of New York regarding provider contracts with providers rendering health care services in the State of New York. To the extent that such New York laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions of the Addendum shall apply to all providers governed by the Agreement, unless the context dictates otherwise. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF OHIO

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Ohio regarding provider contracts with providers rendering health care services in the State of Ohio. To the extent that such Ohio laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(2) Upon request, Cigna or its designee shall notify Provider of Covered Services, including any limitations or conditions thereon, in writing and/or telephonically.

(b) Pursuant to Section 3963.03 (A)(1)(a)(iii) of the Ohio Revised Code, information pertinent to the effect, if any, on payment or compensation if more than one procedure code applies to the service is available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

(c) Pursuant to Section 3963.03 (A)(2) of the Ohio Revised Code, the identity of the contracting entity or payer responsible for the processing of Provider’s compensation or payment is available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

(4) The Agreement may permit network rental arrangements which allow the selling, renting, or giving the contracting entity’s rights to the services of the Participating Provider, to a Third Party (including other preferred provider organizations), and the Third Party accessing the Participating Provider’s services is any of the following:

(a) A payer or a Third-Party administrator or other entity responsible for administering claims on behalf of the payer;

(b) A preferred provider organization or preferred provider network that receives access to the Participating Provider’s services pursuant to an arrangement with the preferred provider organization or preferred provider network in a contract with the Participating Provider that is in compliance with

Section 3963.02 (A)(1)(c) of the Ohio Revised Code, and is required to comply with all of the terms, conditions, and affirmative obligations to which the originally contracted primary participating provider network is bound under its contract with the Participating Provider, including, but not limited to, obligations concerning patient steerage and the timeliness and manner of reimbursement; or

(c) An entity that is engaged in the business of providing electronic claims transport between the contracting entity and the payer or third-party administrator and complies with all of the applicable terms, conditions, and affirmative obligations of the contracting entity’s contract with the Participating Provider including, but not limited to, obligations concerning patient steerage and the timeliness and manner of reimbursement.

(5) Cigna or its designee may recover overpayments if the recovery process is initiated not later than 2 years after the payment was made to Provider. Cigna or its designee shall inform Provider of its determination of overpayment by providing notice in accordance with Section 3901.388(C) of the Ohio Revised Code. Cigna or its designee shall give Provider an opportunity to appeal the determination. If Provider fails to respond to the notice sooner than 30 days after the notice is made, elects not to appeal the determination, or appeals the determination but the appeal is not upheld, Cigna or its designee may initiate recovery of the overpayment. Such recovery may include deducting the amount of the overpayment from other payments owed to Provider or by taking action pursuant to any other remedy available under the Ohio Revised Code. Cigna shall permit Provider to repay the amount by making one or more direct payments to Cigna or its designee or by having the amount deducted from other payments owed to Provider.

(6) Provider shall give Cigna 10 days prior written notice of cancellation, reduction or termination of general and professional liability insurance.

“Material Amendment” means an amendment to an Agreement that: a) decreases the provider’s payment or compensation; b) changes the administrative procedures in a way that may reasonably be expected to significantly increase the provider’s administrative expense; or c) adds a new category of coverage.

A Material Amendment does not include: (a) a decrease in payment or compensation resulting solely from a change in a published fee schedule upon which the payment or compensation is based and the date of applicability is clearly identified in the Agreement; (b) a decrease in payment or compensation that was anticipated under the terms of the Agreement, if the amount and date

of applicability of the decrease is clearly identified in the Agreement; (c) an administrative change that may significantly increase the provider’s administrative expense, the specific applicability of which is clearly identified in the Agreement; (d) changes to an existing prior authorization, precertification, notification, or referral program that do not substantially increase the provider’s administrative expense; (e) changes to an edit program or to specific edits, if the provider is provided notice of the changes pursuant to division (A) (1) of Section 3963.04 of the Ohio Revised Code and the notice includes information sufficient for the provider to determine the effect of the change; or (f) changes to the Agreement described in division (B) of Section 3963.04 of the Ohio Revised Code.

If Provider objects in writing to the Material Amendment within 15 days of receipt and there is no resolution of the objection, Cigna or Provider may terminate the Agreement upon written notice to the other party but no later than 60 days prior to the effective date of the Material Amendment.

If Provider does not object to the Material Amendment within 15 days of receipt, the change shall be effective as specified in the notice.

(b) If an amendment to the Agreement is not a Material Amendment, Cigna shall provide Provider notice of the amendment at least 15 days prior to the effective date of the amendment.

(c) Subsections (a) and (b) above shall not apply if the delay caused by compliance with the requirements could result in imminent harm to a Participant, if the Material Amendment to the Agreement is required by state or federal law, rule, or regulation, or if Provider affirmatively accepts the Material Amendment in writing and agrees to an earlier effective date than otherwise required for such Material Amendment.

In addition, subsections (a) and (b) above shall not apply under any of the following circumstances:

(i) Provider’s payment or compensation is based on the current Medicaid or Medicare provider fee schedule, and the change in payment or compensation results solely from a change in that provider fee schedule.

(ii) A routine change or update of the Agreement is made in response to any addition, deletion, or revision of any service code, procedure code, or reporting code, or a pricing change is made by any Third Party source.

“Service code, procedure code, or reporting code” means the current procedural terminology (CPT), current dental terminology (CDT), the

healthcare common procedure coding system (HCPCS), the international classification of diseases (ICD), or the drug topics Redbook average wholesale price (AWP).

“Third Party source” means the American Medical Association, American Dental Association, the Centers for Medicare and Medicaid Services, the National Center for Health Statistics, the Department of Health and Human Services Office of the Inspector General, the Ohio Department of Insurance, or the Ohio Department of Job and Family Services.

(d) Notwithstanding anything in this section, Cigna may modify the Agreement by operation of law as required by any applicable state or federal law, rule, or regulation.

(8) In the event of termination of the Agreement and to the extent applicable, the provisions of Section 3963.02 (E) of the Ohio Revised Code shall apply.

(9) Notwithstanding anything to the contrary set forth in the Agreement, Section 1753.09 of the Ohio Revised Code applies to the termination of a Participating Provider’s Agreement for any of the causes described in divisions (A), (D), and (F) (1) and (2) of Section 1753.09 of the Revised Code.

(10) Notices required under this Agreement shall be in writing and shall be deemed to have been duly given a) on the date of service if served personally on the party to whom notice is to be given; b) on the date of delivery if sent via overnight courier to the party to whom notice is to be given and properly addressed as specified in the Agreement; c) with respect to notifications of termination of this Agreement, on the third day after deposit in the United States mail, if mailed via certified mail, postage prepaid, and properly addressed as specified in the Agreement; d) with respect to notifications other than notifications of termination, on the third day after deposit in the United States mail, if mailed postage prepaid and properly addressed as specified in the Agreement; or e) with respect to notifications by Cigna other than notifications of termination, on the date Cigna sends an electronic notice to Provider with an automatic receipt verification to Provider’s e-mail address as specified in the Agreement.

(b) A party shall not simultaneously maintain an arbitration proceeding as described in division (F)(1) of Section 3963.02 of the Ohio Revised Code and

pursue a complaint with the Superintendent of Insurance to investigate the subject matter of the arbitration proceeding. However, if a complaint is filed with the Department of Insurance, the Superintendent of Insurance may choose to investigate the complaint or, after reviewing the complaint, advise the complainant to proceed with arbitration to resolve the complaint. The Superintendent of Insurance may request to receive a copy of the results of the arbitration. If the Superintendent of Insurance notifies an insurer or a health insuring corporation in writing that the superintendent has initiated a market conduct examination into the specific subject matter of the arbitration proceeding pending against that insurer or health insuring corporation, the arbitration proceeding shall be stayed at the request of the insurer or health insuring corporation pending the outcome of the market conduct investigation by the superintendent.

(1) The definition for Emergency Services, if any, shall comply with Ohio laws and regulations to the extent applicable.

(2) In the event of Cigna’s insolvency or discontinuance of operations: (1) Provider shall continue to provide Covered Services to Participants as needed to complete any Medically Necessary procedures commenced but unfinished at the time of such insolvency or discontinuance of operations (the completion of Medically Necessary procedures shall include the rendering of all Covered Services that constitute Medically Necessary follow-up care for that procedure); and (2) if a Participant is receiving necessary inpatient care at a hospital, Provider shall continue to provide such care until the earlier of the following: (a) the day the Participant is discharged from the hospital, (b) the day the Participant’s attending physician determines that such inpatient care is no longer medically indicated, (c) the day the Participant has reached the benefit limit under the applicable Benefit Plan, (d) the effective date of Participant’s new coverage; or (d) 30 days after such insolvency or discontinuance of operations.

Provider is not required to continue to provide Covered Services after the occurrence of any of the following: (a) the end of the 30 day period following the entry of a liquidation order under Chapter 3903 of the Ohio Revised Code; (b) the end of the Participant’s period of coverage for a contractual prepayment or premium; (c) the Participant obtains equivalent coverage with another Health Insuring Corporation or insurer, or the Participant’s employer obtains such coverage for the Participant; (d) the Participant or the Participant’s employer terminates coverage under the Benefit Plan; or (e) a liquidator effects a transfer of the Health Insuring Corporation’s obligations under the contract under division (A) (8) of Section 3903.21 of the Ohio Revised Code.

(3) Cigna and Provider shall observe, protect and promote the rights of Participants.

(4) Those terms used in the Agreement that are defined in Ohio Revised Code Chapter 1751 (Health Insuring Corporations) are used in the Agreement in a manner consistent with those definitions.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF OKLAHOMA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Oklahoma regarding provider contracts with providers rendering health care services in the State of Oklahoma. To the extent that such Oklahoma laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(1) Payor may only retroactively deny reimbursement to Provider during the 24 month period after the date Payor paid the claim. However, this provision shall not apply: (a) if the payment was made because of fraud by provider; or (b) if Provider has otherwise agreed to make a refund to Cigna for overpayment of a claim.

(2) A. Pursuant to Oklahoma law, if Provider voluntarily chooses to terminate the Agreement, Provider shall give Cigna 90 days prior written notice of the disaffiliation.

B. In the event Cigna terminates the Agreement for reasons other than for cause, Provider shall continue to provide Covered Services under the terms of the Agreement for 90 days from the date of notice to Participant, for a Participant who is under Provider’s care at the time of such termination and who has a degenerative and disabling condition or disease, or is terminally ill. With respect to a Participant who is under Provider’s care at the time of such termination and who has entered the third trimester of pregnancy, additional coverage of services shall continue through at least 6 weeks of postpartum evaluation. Provider shall be compensated for continued services in accordance with the compensation arrangements under the Agreement for the 90 day period from the date of notice to Participant. Provider has no obligation under the Agreement to provide services to individuals who cease to be Participants.

C. In the event Provider voluntarily terminates the Agreement, Provider shall continue to provide Covered Services under the terms of the Agreement for a Participant who is under Provider’s care at the time of such termination for 90 days from the date of Provider’s notice of termination to Cigna; or for a period that includes delivery and postpartum care, if the Participant has entered the third trimester of pregnancy at the time of Provider’s disaffiliation. Provider shall be compensated for continued services in accordance with the compensation arrangements under the Agreement for the 90 day period from the date of Provider’s notice to Cigna. Provider has no obligation under the Agreement to provide services to individuals who cease to be Participants.

ADDENDUM TO PROVIDER AGREEMENT FOR THE STATE OF OREGON

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred as “Provider”) to comply with legislative and regulatory requirements of the State of Oregon regarding provider contracts with providers rendering health care services in the State of Oregon. To the extent that such Oregon laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions of the Addendum shall apply to all providers governed by the Agreement, unless the context dictates otherwise. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

I

II

(1) Precertification determinations relating to benefit coverage and medical necessity shall be binding on Cigna if obtained no more than 30 days prior to the date the service is provided.

(2) Precertification determinations relating to Participant eligibility shall be binding on Cigna if obtained no more than five business days prior to the date the service is provided.

(1) Providing information to or communicating with a Participant in a manner that is not slanderous, defamatory or intentionally inaccurate concerning:

(a) Any aspect of the Participant’s medical condition;

(b) Any proposed treatment or treatment alternatives, whether covered by the Participant’s Benefit Plan or not; or

(c) Provider’s general financial arrangement with Cigna.

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF PENNSYLVANIA

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Pennsylvania regarding provider contracts with providers rendering health care services in the State of Pennsylvania. To the extent that such Pennsylvania laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

Emergency Services means any health care service provided to a Participant after the sudden onset of a medical condition that manifests itself by acute symptoms of sufficient severity or severe pain, such that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention to result in one or more of the following:

ADDENDUM TO ANCILLARY AGREEMENT FOR THE STATE OF RHODE ISLAND

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Rhode Island regarding provider contracts with providers rendering health care services in the State of Rhode Island. To the extent that such Rhode Island laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

Lack of need by CIGNA due to economic considerations.

Immediate Harm to Participant’s Health or Safety. When CIGNA has reason to suspect there is immediate danger to Participants as a result of conduct by Provider, CIGNA shall notify the Director of Health of the State of Rhode Island Department of Health immediately and shall take appropriate action to protect Participants.

Notice to Participants. In the event the Agreement is terminated by Provider, Provider shall give reasonable advance notice of such termination to those Participants whom Provider is currently treating and who are affected by the termination.

ADDENDUM TO AGREEMENT FOR THE STATE OF SOUTH CAROLINA

The provisions set forth in this Addendum are being added to the Agreement with the provider named in the Agreement (hereafter referred to as the “Provider”) to comply with legislative and regulatory requirements of the State of South Carolina regarding provider contracts with providers rendering health care services in the State of South Carolina. To the extent that such South Carolina laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

1.  With respect to claim payments made on or after June 11, 2009:

Cigna may not initiate overpayment recovery efforts more than 18 months after the initial claim payment was received by Provider; however, this time limit does not apply to the initiation of overpayment recovery efforts:

2. In addition to the requirements of the Agreement and to the extent required by S.C. Code § ▇▇-▇▇-▇▇▇, upon termination of the Agreement and upon written attestation by the treating physician, on a form prescribed by the South Carolina Department of Insurance, that a health condition or illness exists that requires medical attention where failure to provide the current course of treatment through Provider would place a Participant’s health in serious jeopardy, Provider shall, if requested by a Participant, continue to provide Covered Services for ninety days or until the termination of the benefit period, whichever is greater. Provider shall accept the negotiated rate under the Agreement as payment in full for such services rendered. Except for applicable deductible, copayment or coinsurance, Provider shall not bill or otherwise hold a Participant financially responsible for Covered Services rendered by Provider in the continuation of care, unless Provider has not received payment pursuant to the Agreement and in accordance with applicable law.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF TENNESSEE

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Tennessee regarding provider contracts with providers rendering health care services in the State of Tennessee. To the extent that such Tennessee laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

1.    The definition for Emergency Services, if any, shall comply with Tennessee laws and regulations to the extent applicable.

(b) Within 21 calendar days after ▇▇▇▇▇’s receipt of an electronic submission of Provider’s claim Payor shall: (i) if the claim is a clean claim as defined below, pay for any fee-for-service amounts owing under the Agreement for such health care services provided; (ii) pay the portion of the claim that is clean and not in dispute and notify Provider in writing of the reason or reasons why the remaining portion of the claim will not be paid; or (iii) notify Provider in writing of all reasons why the claim is not a clean claim and will not be paid and what substantiating documentation and information is required to adjudicate the claim as a clean claim.

(c)  If Payor fails to comply with the applicable requirements of subsection (a) or (b) above, Payor shall pay 1% interest per month, accruing from the day after the day payment was due, on that amount of the claim that remains unpaid.

(d) As used herein clean claim means a claim received by Payor which requires no further information, adjustment or alteration by the provider of

services in order to be processed and paid by Payor. A claim is clean if it has no defect or impropriety (including any lack of any required substantiating documentation) or particular circumstances requiring special treatment that prevents timely payment from being made on Provider’s claim. A clean claim does not include a duplicate claim. A duplicate claim means an original claim and its duplicate when the duplicate is filed within 30 days of the original claim. A clean claim does not include any claim submitted more than 90 days after the date of service. The definition of clean claim includes resubmitted paper form claims with previously identified deficiencies corrected.

(e) Provider shall file a claim for reimbursement for a health care service within 120 days of the date of service. Cigna or Payor may deny the claim in full for a claim submitted more than 120 days after the date of service.

(a) Payor shall not be required to correct a payment error to Provider, if Provider’s request for a payment correction is filed more than 18 months after the date that Provider received payment for the claim from Payor.

(b) Except in cases of fraud committed by Provider, Payor may only recoup reimbursements to Provider during the 18 month period after the date that Payor paid the claim submitted by Provider.

(c) If Payor recoups reimbursement to Provider under this section, Payor shall give Provider a written or electronic statement specifying the basis for the recoupment and the statement shall contain, at a minimum, the information required by subsection (f) below.

(d) If Payor determines that payment was made for services not covered under Participant’s Benefit Plan, Payor shall give written notice to Provider of its intent to recoup a previously paid claim and may:

(1) Request a refund from Provider; or

(2) Make a recoupment of the payment from Provider in accordance with subsection (f).

The notice required by this subsection may be included in the results of an audit submitted to Provider.

(e) Notwithstanding subsection (b) above, if Payor or an agent contracted to provide eligibility verification, verifies that an individual is a Participant and if Provider provides health care services to the individual in reliance on such

verification, Payor may not thereafter recoup a claim on the basis that the individual is not a Participant unless such recoupment occurs within 6 months of the date that Payor paid the claim; otherwise Payor is barred from making such recoupment unless there was fraud by Provider.

(f) If Payor chooses to recoup from Provider amounts previously paid pursuant to subsections (b) or (d), Payor shall provide Provider written documentation that specifies:

(1) The amount of the recoupment;

(2) The person’s name to whom the recoupment applies;

(3) Patient identification number;

(4) Date of service;

(5) The health care service or services on which the recoupment is based; and

(6) The pending claims being recouped or that future claims will be recouped.

(g) Payor shall provide at least 30 days’ notice prior to initiating recovery of any payments pursuant to this section.

4. If Provider terminates the Agreement, or Cigna terminates the Agreement without cause, then Provider and Cigna shall allow Participants who are:

(a) Under active treatment for a particular injury or sickness, to continue to receive Covered Services from Provider for such injury or sickness for a period of 120 days from the date of notice of termination,

(b) In the second trimester of pregnancy to continue care with Provider until completion of postpartum care,

(c) Being treated at an inpatient facility to remain at the facility until Participant is discharged.

The terms, conditions and compensation arrangement of the Agreement shall apply during the period of continued care.

5. Any change to the fee schedule of the Agreement shall be made available to Provider at least 30 days prior to the effective date of the amendment. However, this requirement shall not apply to changes in standard codes and guidelines developed by the American Medical Association or a similar organization.

6. The Agreement may permit network rental arrangements which allow the selling, renting, or otherwise grant access to Cigna’s rights to Provider’s services to a Third Party provided that the Third Party accessing Provider’s services is contractually obligated to comply with all applicable terms, limitations and conditions of the Agreement, and the Third Party is any of the following:

(a) A payer, a third-party administrator, or another entity that administers or processes claims on behalf of the payer;

(b) A preferred provider organization or preferred provider network, including a physician organization or physician hospital organization; or

(c) An entity engaged in the electronic claims transport between the Cigna and the payer that does not provide access to the provider’s services and a discount to any other covered entity.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF TEXAS

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Texas regarding provider contracts with providers rendering health care services in the State of Texas. To the extent that such Texas laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

When Cigna chooses to terminate Provider’s participation with respect to its commercial HMO plans, the advisory review panel shall be composed of physicians and Providers appointed by ▇▇▇▇▇, including at least one representative in Provider’s specialty or a similar specialty, if available, who serve on a standing Quality Management committee or Utilization Management committee.

The decision of the advisory review panel must be considered but is not binding on Cigna. On request, a copy of the recommendation of the advisory review panel and ▇▇▇▇▇’s determination shall be given to Provider. If Provider is unsatisfied with the determination, Provider may appeal the decision further pursuant to the Dispute Resolution procedures specified in the Agreement and Administrative Guidelines.

ADDENDUM TO ANCILLARY AGREEMENT

FOR THE STATE OF TEXAS

The provisions set forth in this Addendum are being added to the Agreement to comply with legislative and regulatory requirements of the State of Texas regarding provider contracts with providers rendering health care services in the State of Texas. To the extent that such Texas laws and regulations are applicable and/or not otherwise preempted by federal law, the provisions set forth in this Addendum shall apply and, to the extent of a conflict with a provision in the Agreement, shall control. The provisions set forth in this Addendum do not apply with regard to Covered Services rendered to Participants covered under self-funded plans.

(1) The Statutory Claims Payment Period begins to run upon receipt by ▇▇▇▇▇ of a Clean Claim from Provider as determined under Texas law. The date of claim payment is as determined under Texas law.

(2) After the receipt of a Clean Claim from Provider at the address designated by ▇▇▇▇▇ and prior to the expiration of the applicable Statutory Claims Payment Period (subject to any extensions of time permitted under Texas law):

(a) Payor shall pay the total amount of the Clean Claim in accordance with the terms of the Agreement;

(b) The Clean Claim shall be denied in its entirety after a determination that Payor is not liable for the Clean Claim and Provider shall be notified in writing why the Clean Claim will not be paid;

(c) Provider shall be notified in writing that the entire Clean Claim will be audited and Payor shall pay 100% of the Contracted Rate on the claim to Provider; or

(d) Payor shall pay the portion of the Clean Claim for which liability is acknowledged in accordance with the terms of the Agreement, and;

(i) the remainder of the Clean Claim shall be denied after a

determination that Payor is not liable for the remainder of the Clean Claim and Provider shall be notified in writing why the remainder of the Clean Claim will not be paid; or

(ii) Provider shall be notified in writing that the remainder of the Clean Claim will be audited and Payor shall pay 100% of the Contracted Rate on the unpaid portion of the Clean Claim to Provider.

(3) Requests for Additional Information From Treating Provider. If necessary to determine whether a claim is payable, Cigna may, within 30 days of receipt of a Clean Claim, request additional information from the treating provider. The time period to request additional information may be extended as allowed under Texas law. In the event that Cigna requests information under this section, Cigna shall determine whether the Clean Claim is payable and Payor shall pay or Cigna will deny the Clean Claim or audit the Clean Claim on or before the later of:

(a) the 15th day after the date Cigna receives the requested information from the treating provider along with a copy of ▇▇▇▇▇’s written request for information or with the name of the patient, patient identification number, the claim number as provided by Cigna, the date of service and the name of the treating provider (If Cigna submitted the request for additional information electronically in accordance with federal requirements concerning electronic transactions, the treating provider must submit the response in accordance with those requirements); (b) the 15th day after the date Cigna receives a written response from the treating provider that the treating provider does not possess the requested information; or (c)the latest date for determining whether the claim is payable under subsections (1) and (2) above.

(4) Requests for Additional Information From Other Sources. If Cigna requests additional information from a person other than Provider, Cigna will provide Provider with a notice containing the name of the physician, provider or other entity from whom Cigna is requesting information. Payor may not withhold payment beyond the applicable Statutory Claims Payment Period pending receipt of information under this section. If on receiving information requested under this section Cigna determines that there was an error in payment of the claim, the overpayment may be recovered pursuant to section F. below.

(5) To the extent applicable, Cigna will not refuse to process or pay an electronically submitted Clean Claim because the claim is submitted with or in a batch submission with a Clean Claim that is deficient. A “batch submission” is a group of electronic claims submitted for processing at the same time within HIPAA standard ASC X12N 837 Transaction Set and identified by a batch control number.

If a submitted claim is determined by ▇▇▇▇▇ to be deficient, Provider shall be notified that the claim is deficient within 45 calendar days of ▇▇▇▇▇’s receipt of the claim at the address designated by Cigna or within30 days of receipt by ▇▇▇▇▇ of an electronic claim. If the deficient claim is a claim for a prescription benefit, Cigna will notify Provider that the claim is deficient within 21 calendar days of receipt of the nonelectronic claim by ▇▇▇▇▇, or within 18 days of receipt of an electronic claim. The failure to notify Provider that a claim is deficient within the timelines specified in this section shall not render a deficient claim a Clean Claim.

If Payor is unable to pay or deny a Clean Claim, in whole or in part, within the applicable Statutory Claims Payment period and intends to audit the Clean Claim to determine whether it is payable, Cigna will notify Provider that the claim is being audited and Payor shall pay 100% of the Contracted Rate within the applicable Statutory Claims Payment Period. Payment of 100% of the Contracted Rate is not an admission that liability is acknowledged on that claim. Cigna will complete the audit within 180 calendar days from receipt of the Clean Claim. Upon completion of any audit of a Clean Claim, Cigna will notify Provider of the results of the audit and: