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EXHIBIT 10.18
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE
LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
PRIMARY CARE DENTIST AGREEMENT
(hereinafter called "Agreement")
effective: April 1, 1997
between
PRUDENTIAL DENTAL MAINTENANCE ORGANIZATION, INC.
(hereinafter called "The Company")
and
Modern Dental Professionals, PC/Monarch Dental Associates, LP
(Contracting Dentist, hereinafter called "You")
Since The Company has established a managed dental care coverage program
(hereinafter referred to as the "DMO Coverage Plan") and wishes to enter into
an agreement whereby You will provide dental care services under said DMO
Coverage Plan; and,
Since You desire to enter into an agreement to provide said dental care
services and become a Primary Care Dentist;
It is mutually agreed as follows:
ARTICLE I - DEFINITIONS
The meaning of the terms used in this Agreement shall be as defined this
Article, except where the context makes it clear that such meaning is not
intended.
A. "Alternate Dental Plan" means any other dental expense benefit
coverage plan offered to Covered Persons by the employer or other group
contractholder concurrently with the DMO Coverage Plan. This does not
include any dental expense plan offered by a different employer/group
contractholder or any dental expense plan underwritten or administered
by and insurer, third party payer or claims services administrator other
than The Prudential Insurance Company of America and its subsidiaries
and affiliates.
B. "Basic Dental Services" means the dental services shown in the
Dental Office Guide as covered services to be provided by the Primary
Care Dentist.
C. "Contracting Dentist" ("You") means a person who is a Dentist or a
person who is a legal representative of a group dental practice or
corporation with the authority to bind such group dental practice or
corporation to the terms of this Agreement.
D. "Covered Person" means any person covered under a DMO Coverage Plan.
E. "Dental Maintenance Organization" means the prepaid group dental care
program established by The Company under which Primary Care and
Specialty Dentists agree to provide or arrange for covered dental
services to Covered Persons pursuant to DMO Coverage Plans.
F. "Dental Office Guide" means a manual given to Primary Care Dentists
which outlines administrative guidelines and procedures in connection
with providing services to Covered Persons. This shall also include
supplementary written communications including, but not limited to,
letters, memoranda and bulletins which add to or modify the
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Effective Date: April 1, 1997
procedures and guidelines in the Dental Office Guide. "Dental Office
Guide" may also be referred to as "Personal Dentist Guide."
G. "Dentist" means a person with an unrestricted license to practice
dentistry in the jurisdiction where the services are provided.
H. "DMO Coverage Plan" means a plan of managed dental care benefits which
is provided through the DMO and is described in individual or group
contracts issued by The Company to one or more individuals or employers
(or to other groups).
I. "Primary Care Dentist" means a Dentist who has entered into a Primary
Care Dentist Agreement with The Company to:
1. Provide Basic Dental Services to Covered Persons;
2. Maintain the appropriate continuity of Covered Persons' dental
care; and,
3. Initiate referral of covered Persons to Specialty Dentists
where appropriate.
"Primary Care Dentist" may also be referred to as "Personal Dentist."
J. "Quality Improvement Program" (QIP) means the process designed to
objectively and systematically monitor and evaluate the quality and
appropriateness of dental care, pursue opportunities to improve dental
care and resolve identified differences.
K. "Regional Dental Director" means a Dentist who is employed by The
Company to coordinate and supervise the delivery of dental care services
for Covered Persons through Personal and Specialty Dentists. Where
approval or authorization of the Regional Dental Director is required by
this Agreement, the Regional Dental Director may designate another
person for that purpose.
L. "Specialty Dentist" means a Dentist with a special practice who has
entered into an agreement with The Company to provide Specialty Dental
Services to Covered Persons. For purposes of this coverage, a Primary
Care Dentist may also be considered a Specialty Dentist when approved by
The Company to perform certain Specialty Services.
M. "Specialty Dental Services" means specialty dental care services which
are covered under DMO Coverage Plans and are provided by Specialty
Dentists.
ARTICLE II - OBLIGATIONS AND
RESPONSIBILITIES OF PRIMARY CARE DENTIST
You agree that your obligations and responsibilities as an independent
contractor to The Company are as described below:
A. You agree to provide Basic Dental Services to those Covered Persons who
have chosen You as their Primary Care Dentist. A roster of such Covered
Persons shall be provided to You by The Company and updated monthly. You
shall provide appropriate treatment and appointment availability for
Covered Persons consistent with existing office policy for patients not
covered by a DMO Coverage Plan. You further agree to accept such Covered
Persons as patients and will not close your practice to such Covered
Persons until You have accepted at least 500 Covered Persons as
patients, unless such requirement has been explicitly waived in writing
by the Regional Dental Director. You
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Effective Date: April 1, 1997
further agree that You shall accept any current patient of
record as a Covered Person at any time regardless of the total
number of Covered Persons accepted as patients.
B. You may provide appropriate dental services which are not
covered under a DMO Coverage Plan. In such cases, You must
inform the Covered Person that such services are not covered,
that he/she is responsible for payment, and the amount due for
such services. You may charge up to your usual fees for such
services.
C. You agree to submit to The Company encounter information on
forms supplied by or acceptable to The Company. The forms shall
show all Basic Dental Services provided to each Covered Person
and the copayment amounts collected from Covered Persons.
Encounter information shall be submitted at least monthly. The
present method of submitting such information is acceptable.
D. The Primary Care Dentist will not provide covered Specialty
Services to Covered Persons without a written agreement with
The Company to provide such services or express written
approval from the Regional Dental Director. You agree that all
referrals to Specialty Dentists or any other Dentist shall be
made in accordance with guidelines established by The Company.
E. You will provide or arrange for 24 hour per day, seven day per
week emergency care coverage. Emergency care coverage is
defined as those Basic Dental Services needed to relieve pain
or to prevent worsening of a condition when that would be
caused by delay. Emergency care will be provided within 24
hours of request.
F. You agree not to subcontract or otherwise delegate any duties
under this Agreement without the express written consent of
The Company. This provision does not apply to:
1. Any services legally performed by a fully licensed
Dentist associate, dental hygienist or dental assistant
employed by You. It is understood that all Dentist
associates providing services to Covered Persons must
be fully credentialed by The Company.
2. Services performed by a covering Dentist. When You are
absent from your office, You will arrange to have a
covering Dentist available and, if necessary, You will
pay the covering Dentist directly for Basic Dental
Services delivered to Covered Persons. If You will be
absent from the office for more than 14 days, The
Company must be notified in advance and must approve
the covering Dentist.
G. If this Agreement is terminated, You agree to complete all
treatment in progress and, upon request, forward copies of all
Covered Persons' records, radiographs and study models at a
nominal fee for copying to Covered Persons or The Company, to
the Covered Persons' new Primary Care Dentists within 30 days
after completion of treatment in progress. While such treatment
is in progress, all terms of this Agreement, including
reimbursement arrangements, will remain as prior to the
termination of the Agreement.
H. You agree to comply with all administrative requirements,
guidelines and procedures described by The Company in the
Dental Office Guide or any successor document, as well as any
supplemental changes issued in writing by The Company.
I. You agree to participate in the DMO Coverage Plan's Quality
Improvement Program, peer review and complaint resolution
programs as described in the Dental Office Guide. You further
agree to abide by the terms, recommendations and decisions of
these programs.
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Effective Date: April 1, 1997
J. You shall maintain professional liability insurance appropriate to the
professional activities assumed under this Agreement. The amount of such
insurance shall be determined by The Company. You must provide The
Company with evidence of such coverage prior to the effective date of
this Agreement and agree to provide such evidence when and as often as
may be reasonably requested by The Company.
K. You agree to comply with all applicable Federal, State and local laws
and regulations, including, but not limited to, those regarding
employment discrimination.
L. Nothing contained herein shall preclude You from rendering care to
patients who are not Covered Persons, provided that such patients shall
not receive treatment at preferential times or in any other manner
preferential to Covered Persons or in conflict with the terms contained
in this Agreement. You agree not to differentiate or discriminate in the
treatment of Covered Persons as to the quality of services delivered
because of race, sex, age, religion, place of residence or health
status; and to observe, protect and promote the rights of Covered
persons as patients.
ARTICLE III - LEGAL RELATIONSHIP OF THE COMPANY TO PRIMARY CARE DENTISTS
The relationship between You and The Company is that of independent contractor.
None of the provisions of this Agreement are intended to create, or to be
construed as creating, any agency, partnership, joint venture and/or
employee-employer relationships.
As an independent contractor, Primary Care Dentist shall have sole
responsibility for the payment of all self-employment and applicable Federal
and State taxes.
ARTICLE IV - GENERAL PROVISIONS
The following additional conditions and provisions apply:
A. Nothing contained in this Agreement shall be construed to require You
to recommend or perform any procedure or course of treatment which You
deem to be professionally unacceptable.
B. If You are an individual Dentist, You represent and warrant that You are
licensed to practice dentistry in the jurisdiction where services are
provided; that your license to practice dentistry has not been revoked,
suspended or placed on probation during the past five years; that You
shall maintain an unrestricted license to practice dentistry and be
eligible for a Federal Drug Enforcement Agency permit throughout the
term of this Agreement, and that You will notify The Company if your
license has been revoked, suspended, placed on probation, or
surrendered. If You are a legal representative of a group dental
practice or corporation, You represent and warrant for each Dentist in
said group dental practice or corporation who provides Basic Dental
Services to Covered Persons that he/she meets the above requirements.
You further agree to provide evidence of such licensure, your DEA permit
and your Texas Safety Certificate, as well as any other documentation
that may be required by any Federal, State or local law, prior to the
effective date of this Agreement and thereafter when and as often as may
be reasonably requested by The Company. You agree to notify Prudential
immediately of any revocation, suspension, restriction, reprimand or
probationary action taken by any agency or court of competent
jurisdiction.
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Effective Date: April 1, 1997
C. This Agreement, together with any attachments, supplements, addenda,
amendments or modifications, comprise the complete Primary Care Dentist
Agreement. Neither of the parties has made representations or warranties
other than those set forth in this Agreement and such attachments,
supplements, addenda, amendments or notifications, if any.
D. The Company and its representatives shall have the right to conduct
reviews of your dental office operations and dental records of Covered
Persons. All such reviews will be made during normal working hours or at
such other time that is mutually agreed upon.
E. The Company shall indemnify and hold You harmless from any and all
claims, lawsuits, settlements, and liabilities incurred as a result of
actions taken or not taken by The Company in the administration of the
DMO Coverage Plans.
F. You shall indemnify and hold The Company harmless from any and all
claims, lawsuits, settlements, and liabilities incurred as a result of
professional services provided or not provided by You with respect to
any Covered Person.
G. In the event that any portion of this Agreement is found to be void or
illegal, the validity or enforceability of any other portion shall not
be affected.
H. The waiver by either party of a breach or violation of any provision of
this Agreement shall not operate as, nor be construed as, a waiver of
any subsequent breach thereof.
I. All rights and remedies under this Agreement are cumulative and not
alternative. This Agreement shall be construed and governed by the laws
of the State of Texas.
J. The headings of the various Articles of This Agreement are merely for
convenience and do not, expressly or by implication, limit, define or
extend the terms of the Articles to which they apply.
K. This Agreement may be executed in any number of counterparts which, when
read together, shall comprise one instrument.
ARTICLE V - PRIMARY CARE DENTIST REIMBURSEMENT
Your reimbursement shall be subject to the following conditions:
A. Your reimbursement shall be determined as shown in Attachment A to this
Agreement.
B. In no event, including but not limited to non-payment by The Company,
The Company's insolvency, or a breach of this Agreement, will a Covered
Person be liable for any sums owed by The Company. Further, neither You
nor any dental affiliate providing services pursuant to this Agreement
will ▇▇▇▇, charge, collect a deposit or other sum, or seek compensation,
remuneration or reimbursement from, or maintain any action or have any
other recourse against, or make any surcharge upon, a Covered Person or
other person acting on the Covered Person's behalf. If the Company
receives notice of any surcharge upon a Covered Person, it is empowered
to take appropriate action. This item B does not prohibit the collection
of copayments described in item V.D. below.
The obligations set forth in this item B. shall survive the termination
of this Agreement regardless of the cause of such termination and shall
be construed for the benefit of Covered Persons. This item B. shall
supersede any oral or written agreement to the
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Effective Date: April 1, 1997
contrary now existing or hereafter entered into between You and Covered
Persons or any persons acting on their behalf.
Any modifications, addition, or deletion to the provisions of this
clause shall be effective on a date no earlier than fifteen (15) days
after the Commissioner of Insurance has received written notice of such
proposed changes.
C. You may also be paid additional performance payments based on other
data, including, but not limited to, Covered Persons' satisfaction,
results of annual reviews conducted by The Company or its
representatives, Quality Improvement Program results, and compliance
with administrative practices and guidelines established by The
Company.
D. You shall not demand or receive any form of reimbursement for covered
services from Covered Persons, except for copayment amounts as shown in
the Dental Office Guide and/or an Attachment to this Agreement.
E. You agree that, if a Covered Person who is eligible for benefits under
a DMO Coverage Plan is also eligible for benefits under an Alternate
Dental Plan, either currently or in the future, You shall be reimbursed
under the DMO Coverage Plan of benefits in accordance with the terms of
this Agreement. You further agree that no benefits shall be payable
under the Alternate Dental Plan for any services you render to said
Covered Person, unless The Company has given express written consent to
waive this requirement for that Covered Person.
F. You agree that should You choose not to provide certain Basic Dental
Services to Covered Persons, The Company may, at its option, adjust your
monthly compensation accordingly. You further agree that, if You are
deemed responsible for the cost of any services due to unauthorized
referral to another Dentist and if The Company has paid for such
services, The Company may, at its option, recoup such cost by
adjustment(s) to your monthly compensation.
ARTICLE VI - TERM AND TERMINATION
A. Subject to the conditions set forth in this Article, the term of this
Agreement shall commence on the effective date shown on the first page
of this Agreement and shall continue for a period of 24 months unless
terminated in accordance with the following sections of this Article.
This Agreement will automatically renew for additional 12 month periods
beginning April 1, 1999 unless either party gives written notice of
termination as stated in item C of this Article.
B. Any breach of the provisions of this Agreement by either party may
constitute grounds for immediate termination of the Agreement. Notice of
termination by either party shall be mailed to the last known address of
the other party via prepaid, certified mail, return receipt requested.
C. This Agreement may be unilaterally terminated at the end of any month,
by either party, by giving 9 months written notice mailed to the last
known address of the other party, prepaid, certified mail, return
receipt requested. The earliest this provision C may be exercised is 9
months prior to April 1, 1999.
D. Regardless of any other provisions of this Article, this Agreement may
be immediately terminated by The Company if it determines that such
immediate termination is in the best medical/dental interests of a
Covered Person(s). Notice of such termination shall be mailed
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Effective Date: April 1, 1997
to the last known address of the Contracting Dentist via prepaid,
certified mail, return receipt requested.
ARTICLE VII - CHANGES IN THIS AGREEMENT
This Agreement, may be modified by The Company by giving thirty (30) days
written notice to the Contracting Dentist. Such modification will take effect
at the end of said 30-day period unless, within that period, You send to The
Company written request for termination of this Agreement.
ARTICLE VIII - NOTICES
Any notices required to be given pursuant to the terms and provisions of this
Agreement shall be in writing and shall be sent to:
Contracting Dentist at: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Prudential Dental Maintenance Organization, Inc. at: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ARTICLE IX - MISCELLANEOUS
A. This Agreement replaces and supersedes all prior written and oral
Agreements including but not limited to the Personal Dentist Agreements
dated August 1, 1994.
B. Modern Dental Associates, PC/Monarch Dental Associates, LP agrees to
give Prudential (4) months written notice of intent before closing any
office location to new enrollees. Closing would be effective at the end
of the month.
C. Modern Dental Associates, PC/Monarch Dental Associates, LP agrees not
to disclose any proprietary information to any other party without the
expressed written permission of Prudential.
Either party may, at any time, designate any other address in place of those
given above by written notice to the other party.
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Effective Date: April 1, 1997
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CONTRACTING DENTIST:
Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DDS
-------------------------
Date: 3-19-97 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DDS
--------- ---------------------------
Group Dental Practice or Corporation Name
Monarch Dental Associates
-------------------------------
TIN#: ▇▇-▇▇▇▇▇▇▇
-------------------------
Witness: /s/ ▇▇▇▇ ▇▇▇▇
-----------------
PRUDENTIAL DENTAL MAINTENANCE ORGANIZATION,
INC.
Date: By:
--------- ----------------------------------
Witness:
--------------------------
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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Effective Date: April 1, 1997
PRIMARY CARE DENTIST AGREEMENT
ATTACHMENT A
The Company will reimburse the Primary Care Dentist for Basic Dental Services
provided to Covered Persons in accordance with the provisions below:
A. The Primary Care Dentist will be paid monthly on a capitation basis not
to exceed the Utilization Maximum. The Utilization Maximum will be based
upon the number of Covered Persons and the group contractholder
utilization pattern for each Covered Person's DMO Coverage Plan. The
group contractholder utilization pattern is determined by The Company
pursuant to its utilization review analysis.
B. Supplemental monthly payments on a capitation basis may be made by The
Company to the Primary Care Dentist if, based on analysis of encounter
information, The Company determines that the payment in item A., above,
is inadequate with regard to the services provided by the Primary Care
Dentist pursuant to this Agreement. The Company will determine whether
supplemental monthly payments will be made and the appropriate amount of
such payments.
C. Monthly compensation payment factor is *** for the period April 1, 1997
thru March 31, 1998. Monthly compensation payment factor will be ***
for the period April 1, 1998 thru March 31, 1999.
(Payment includes an allowance *** for Periodontal Scaling and Root
Planing. Therefore, no additional compensation will be paid by The
Company for Periodontal Scaling and Root Planing procedures.)
D. Supplemental compensation of *** per encounter will be paid quarterly.
This compensation will be calculated based on the number of encounters
received by the DMO during a specified quarter, limited to one encounter
per patient, per visit.
E. A minimum income guarantee for the following services, subject to plan
provisions:
Partial Denture ***
Complete Denture ***
Individual Crowns ***
Bridges, Per Unit ***
Therefore, if the patient's applicable co-payment for an eligible crown,
bridge unit, partial or complete denture is less than the amount listed
above, the DMO will supplement your income for the difference on a per
claim basis. These payments will be included in the calculation of your
earnings per hour.
If the patient is covered under Plan Code U10, the total supplemental
guarantee will be considered, less *** for office visit copayments
collected from two visits. To remain consistent, we will use two visits
as the standard for all supplemental payments.
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Effective Date: April 1, 1997
PRIMARY CARE DENTIST AGREEMENT
ATTACHMENT B
The Company agrees to compensate the Primary Care Dentist, in addition to any
compensation described in Attachment A of the Primary Care Dentist Agreement, to
perform certain specified Specialty Dental Services -- ORAL SURGERY AND
PERIODONTICS as described in this Attachment B.
1. The Primary Care Dentist agrees that all Specialty Dental Services
shall be performed in accordance with guidelines established by The
Company.
2. Primary Care Dentist will annually submit a fee schedule acceptable to
The Company (on a form as supplied or acceptable to The Company)
listing your current fees, as described for those Specialty Dental
Services requiring a copayment.
3. This Attachment may be terminated, without cause, by the Primary Care
Dentist or The Company by giving sixty (60) days advance written
notice. Any breach of the provisions of this Attachment or of the
Primary Care Dentist Agreement will constitute grounds for immediate
termination of this Attachment by The Company.
4. Primary Care Dentist agrees to submit to The Company encounter
information on forms supplied by or acceptable to The Company. The
forms shall show all Specialty Dental Services provided to each Covered
Person and the copayment amounts collected from Covered Persons.
Encounter information shall be submitted at least monthly.
5. If Primary Care Dentist determines that a service is not eligible for
benefits based on DMO guidelines, the patient should be advised before
proceeding. If Primary Care Dentist and the patient agree to proceed
with an ineligible service, the patient will be responsible for your
fee.
6. If a Specialty Dental Service has a copayment, the Primary Care Dentist
is entitled to collect the copayment from the Covered Person. The
copayment is calculated by applying the Covered Person's copayment
percent to the Primary Care Dentist's usual fee for that Specialty
Dental Service. The Primary Care Dentist will collect the copayment
amount directly from the Covered Person. The copayment amounts are in
addition to reimbursements received by the Primary Care Dentist from The
Company. Office visit copayments may also apply to some plans regardless
of the amount of copayment applicable to specific procedures. The
amount, if any, of office visit copayments are as shown in the Dental
Office Guide.
7. If You determine that a specialty service must be referred to a DMO
specialist for completion, compensation to the specialist shall be
handled by your office. Since you have received compensation for the
service, you will be responsible for the compensation paid to the
referring specialist.
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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Effective Date: April 1, 1997
PRIMARY CARE DENTIST AGREEMENT
ATTACHMENT B CONTINUED
8. You will be paid *** of the base and retroactive compensation paid
to You for Basic Dental Services. The compensation would be applicable
for ORAL SURGERY AND PERIODONTICS Specialty Services. The amount will be
calculated on a monthly basis depending on your base and retroactive
compensation for the applicable month.
IN WITNESS WHEREOF, the parties hereto have executed this Attachment. The
Contracting Dentist will return the signed Attachment to the Regional Dental
Director.
CONTRACTING DENTIST:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DDS
Date 3-19-97 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DDS
--------------------------------
Group Dental Practice or Corporation Name
Monarch Dental Associates
Witness: /s/ ▇▇▇▇ ▇▇▇▇
PRUDENTIAL DENTAL MAINTENANCE ORGANIZATION, INC.
Date: By:
------------- --------------------------------------------
Witness
----------------------
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Effective Date: April 1, 1997
PRIMARY CARE DENTIST AGREEMENT
ATTACHMENT C
The Company agrees to compensate the Primary Care Dentist, in addition to any
compensation described in Attachment A of the Primary Care Dentist Agreement,
to perform certain specified Specialty Dental Services - ENDODONTICS as
described in this Attachment C.
1. Primary Care Dentist agrees that all Specialty Dental Services shall be
performed in accordance with guidelines established by The Company.
2. This Attachment may be terminated, without cause, by the Primary Care
Dentist or The Company by giving sixty (60) days advance written notice.
Any breach of the provisions of this Attachment or of the Primary Care
Dentist Agreement will constitute grounds for immediate termination of
this Attachment by The Company.
3. Upon completion of Specialty Dental Service(s), a form (as supplied or
acceptable to The Company) listing the Specialty Dental Service(s)
provided to Covered Person and the copayment amount(s) collected from
Covered Persons for such Services, if any, is to be submitted to The
Company. Primary Care Dentist shall, upon request, furnish such
additional information as may reasonably be required by The Company,
including, but not limited to, charts, radiographs and study models.
4. If Primary Care Dentist determines that a service is not eligible for
benefits based on DMO guidelines, the patient should be advised before
proceeding. If Primary Care Dentist and the patient agree to proceed
with an ineligible service, the patient will be responsible for your
fee.
5. The Company will reimburse Primary Care Dentist for Specialty Dental
Services provided to Covered Persons in accordance with the provisions
below.
A. If a Specialty Dental Service does not have a copayment,
The Company will reimburse Primary Care Dentist the
Scheduled Benefit Amount for that Specialty Dental
Service shown below. The Primary Care Dentist agrees to
accept the Scheduled Benefit Amount as the maximum
payment for that Specialty Dental Service.
B. If a Specialty Dental Service has a copayment the
Primary Care Dentist is entitled to collect the
copayment from the Covered Person as specified in the
Dental Office Guide. The copayment amounts for the
listed dental procedures shall be determined as either a
fixed dollar amount per specified procedure or as a
percentage of the Scheduled Benefit Amount shown
below. The Company will reimburse the Primary Care
Dentist the difference between the Scheduled Benefit
Amount and the copayment. The Company will inform the
Primary Care Dentist of the applicable copayment
amount for a particular Covered Person.
C. Office visit copayments may also apply to some plans
regardless of the amount of copayment applicable to
specific procedures. The amount, if any, of office visit
copayments are as shown in the Dental Office Guide.
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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Effective Date: April 1, 1997
PRIMARY CARE DENTIST AGREEMENT
ATTACHMENT C CONTINUED
LIST OF SPECIALTY DENTAL SERVICES
ENDODONTICS
SERVICE DESCRIPTION SCHEDULED BENEFIT AMOUNT
------------------- ------------------------
Molar Root Canal Therapy and Retreatment, started ***
on or after 4/1/97
Other Endodontic Procedures Authorized by Company *
*Scheduled Benefit Amount to be determined by Company on an individual basis.
IN WITNESS WHEREOF, the parties hereto have executed this Primary Care Dentist.
The Contracting Dentist will return the signed Primary Care Dentist to the
Regional Dental Director.
CONTRACTING DENTIST:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DDS
-------------------------
Date 3-19-97 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DDS
----------------------------
Group Dental Practice or Corporation Name
Monarch Dental Associates
---------------------------
Witness: /s/ ▇▇▇▇ ▇▇▇▇
---------------
PRUDENTIAL DENTAL MAINTENANCE ORGANIZATION, INC.
Date: By:
------------------ -------------------------
Witness
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Effective Date: April 1, 1997
PRIMARY CARE DENTAL AGREEMENT
ATTACHMENT D
The following offices will provide dental services under this contract.
Monarch Dental Associates - Monarch Dental Associates -
North Dallas Lewisville
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Monarch Dental Associates -
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ft. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Monarch Dental Associates -
Mesquite Denton
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇-▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Monarch Dental Associates -
Plano N. Richland Hills
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 6455 Hilltop Drive
Plano, TX 75023 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Monarch Dental Associates -
▇▇▇▇▇▇ ▇▇▇▇ Highlands
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Redbird
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Ridgmar
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Carrollton
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Downtown
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - Bedford
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Monarch Dental Associates - West Plano
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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15
Effective Date: April 1, 1997
PRIMARY CARE DENTIST AGREEMENT
ATTACHMENT E
The Company agrees to compensate the Primary Care Dentist, in addition to any
compensation described in Attachment A of the Primary Care Dentist Agreement,
to perform certain specified Specialty Dental Services - ORTHODONTICS as
described in this Attachment D.
1. The Primary Care Dentist agrees that all Specialty Dental Services
shall be performed in accordance with guidelines established by The
Company.
2. This Attachment may be terminated, without cause, by the Primary Care
Dentist or The Company by giving sixty (60) days advance written notice.
Any breach of the provisions of this Attachment or of the Primary Care
Dentist Agreement will constitute grounds for immediate termination of
this Attachment by The Company.
3. If you determine that a service is not eligible for benefits based on
DMO guidelines, the patient should be advised before proceeding. If you
and the patient agree to proceed with an ineligible service, the patient
will be responsible for your fee.
4. The Company will reimburse the Primary Care Dentist for Specialty
Dental Services provided to Covered Persons in accordance with the
provisions below.
A. If a Specialty Dental Service does not have a copayment, The
Company will reimburse the Primary Care Dentist in accordance
with the Scheduled Benefit Amount for that service shown below.
The Primary Care Dentist agrees to accept the Scheduled Benefit
Amount as the maximum payment for that Specialty Dental
Service.
B. If a Specialty Dental Service has a copayment, the Primary
Care Dentist is entitled to collect the copayment from the
Covered Person as specified in the Specialty Dental Office
Guide. The copayment amounts for the listed dental procedures
shall be determined as either a fixed dollar amount per
specified procedure or as a percentage of the Scheduled Benefit
Amount shown below. The Company will reimburse the Primary Care
Dentist the difference between the Scheduled Benefit Amount and
the copayment. The Company will inform the Primary Care Dentist
of the applicable copayment amount for a particular Covered
Person.
C. The Company's portion of the Scheduled Benefit Amount shall be
considered to be incurred by The Company in equal installments
over the duration of treatment. Company will pay two quarterly
installments to Primary Care Dentist upon installation of the
initial orthodontic appliance and will pay the remaining
installments quarterly thereafter providing treatment continues
and the patient remains covered in the Coverage Plan.
16
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Effective Date: April 1, 1997
PRIMARY CARE DENTIST AGREEMENT
ATTACHMENT E (CONTINUED)
LIST OF COVERED SPECIALTY DENTAL SERVICES
ORTHODONTICS
SCHEDULED
DESCRIPTION BENEFIT AMOUNT
----------- --------------
Interceptive Orthodontic Treatment of the $ ***
Primary Dentition*
Interceptive Orthodontic Treatment of the $ ***
Transitional Dentition*
Comprehensive Orthodontic Treatment of the $ ***
Adolescent Dentition*
[The Comprehensive Orthodontic Treatment case can vary from 18 to 30 months.
Cases that are less than 18 months or more than 30 months will be prorated.]
* Scheduled Benefit Amount includes orthodontic evaluation, treatment plan,
consultation, exam, pre and post treatment records (x-rays, tracings,
photos, models, etc.) and retention.
** The Interceptive Treatment Scheduled Benefit Amount is considered to be
included in the Scheduled Benefit Amount for Comprehensive Treatment unless
a minimum of twelve months has elapsed between the date treatment ends for
interceptive and the date treatment starts for Comprehensive.
IN WITNESS WHEREOF, the parties hereto have executed this Attachment. The
Contracting Dentist will return the signed Attachment to the Regional Dental
Director.
CONTRACTING DENTIST:
Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ MS.
---------------------------------
Date: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ MS.
-------------------------- -----------------------------------
Group Dental Practice or Corporation
Name
MONARCH DENTAL ASSOCIATES
Witness: ---------------------------------------
-----------------------
PRUDENTIAL DENTAL MAINTENANCE
ORGANIZATION, INC.
Date: By:
-------------------------- ------------------------------------
Witness:
-----------------------