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EXHIBIT 10.23
NETWORK SERVICES AGREEMENT
BETWEEN
METROPOLITAN HEALTH NETWORKS, INC.
AND
CYBERCARE TECHNOLOGIES, INC.
THIS AGREEMENT is made and entered into as of July 13, 2000 ("the
Effective Date"), by and between CyberCare Technologies, Inc., a Georgia
Corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, hereafter referred to as
"CYBR," and Metropolitan Health Networks, Inc., a Florida Corporation, having
its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as "METRO" for the purpose of setting
forth the terms and conditions under which CYBR shall assist METRO in providing
Electronic HouseCall(TM) Systems to individuals enrolled in their plans.
ARTICLE 1
PREAMBLE
WHEREAS, CYBR has developed and is the owner of certain proprietary
systems, procedures and methods, all of which constitute the CYBR Electronic
HouseCall(TM) Systems; and
WHEREAS, METRO provides medical management and other services to health
plans in various locations ("Plans" or "METRO Plans"); and
WHEREAS, METRO is undertaking a project, hereinafter called "PROJECT,"
in which telemedicine will be used to monitor and case manage Members of the
METRO Plans in the Members' homes; and
WHEREAS, METRO has requested the support of CYBR to provide services to
the PROJECT as outlined in Exhibit A attached hereto and made a part by
reference; and
WHEREAS, CYBR desires to participate in the implementation, development
and ongoing operation of said PROJECT.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
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ARTICLE 2
DEFINITIONS
2.1 COVERED SERVICES. "Covered Services" shall be defined as those
items and services to which Members are entitled under the terms of the
applicable individual member or group contract issued by METRO or under a
government program, such as Medicare, Medicaid, or CHIP, through which the
Member enrolls in METRO.
2.2 MEDICALLY NECESSARY OR MEDICAL NECESSITY. "Medically Necessary" and
"Medical Necessity" shall each be defined as services required to identify and
treat a Member's illness, injury, or condition, and which, as determined by the
Medical Director of METRO or the Plans, satisfy one or more of the following
conditions:
a. The service or benefit will, or is reasonably expected to,
prevent the onset of an illness, condition, or disability.
b. The service or benefit will, or is reasonably expected to,
reduce or ameliorate the physical, mental, or developmental effects of
an illness, condition, injury, or disability.
c. The service or benefit will assist the individual to
achieve or maintain maximum functional capacity in performing daily
activities, taking into account both the functional capacity of the
individual and those functional capacities that are appropriate for
individuals of the same age, and will not be solely for the convenience
of Provider, the Member, or the Member's family.
In addition, the item or service prescribed for the Member must be at the most
appropriate supply or level which can be safely provided to the Member. When
specifically applied to an inpatient, this means that the Member's medical
symptoms or conditions require that the Member cannot be treated as an
outpatient.
2.3 MEMBER. "Member" shall be defined as an individual who has entered
into a contract with METRO (or on whose behalf a contract has been entered into
with METRO) for the provision of medical and hospital services to the individual
and eligible dependents of such individual. It also shall mean an individual on
whose behalf premium or capitation payments are made to METRO under a government
program, including Medicare, Medicaid, and CHIP.
2.4 PHYSICIAN PROVIDER. "Physician Provider" shall be defined as a
physician who has entered into a participating provider agreement with METRO to
provide Covered Services.
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2.5 PROJECT SERVICES. "Project Services" shall be defined as monitoring
and educational services performed by a clinical practitioner designated by
METRO (nurse, physician, case manager, etc.) utilizing remote telecommunications
methods including, but not limited to, digital data monitoring, audio and
internet based communication modalities.
ARTICLE 3
ELIGIBILITY AND PROVISION OF COVERED SERVICES
3.1 PROVISION OF PROJECT SERVICES. Project Services shall be provided
to Members designated by METRO. Members shall be enrolled into PROJECT based on
selection criteria reasonably defined by METRO in their sole discretion, with
the advice of CYBR. METRO shall not be required to furnish any health care or
other services to Members enrolled in PROJECT that are not customarily furnished
to Members who do not meet the selection criteria of PROJECT. A Member enrolled
in PROJECT shall hereafter be referred to as a "PROJECT Member."
3.2 UTILIZATION MANAGEMENT AND QUALITY ASSURANCE. CYBR and METRO in the
operation of PROJECT shall comply with all utilization management, quality
assurance, peer review, member grievance, or other similar programs established
by METRO and attached hereto and/or incorporated by reference.
ARTICLE 4
IMPLEMENTATION OF EQUIPMENT
4.1 RELATIONSHIP BETWEEN METRO AND CYBR. The relationship between METRO
and CYBR is that of independent contractors or a risk-sharing, risk-rewarding,
joint venture. Nothing in this Agreement or otherwise shall be construed or
deemed to create any other relationship, including one of employment.
4.2 EQUIPMENT. METRO shall have the option to lease or purchase the
equipment to carry out the project under the terms on Schedule 4.2 and/or
mutually agreed to by the parties. CYBR shall use its reasonable best efforts to
assist METRO in locating lease financing. These models will be identified within
30 days of implementation and subject to satisfactory performance in the sole
determination by METCARE. During the implementation period or anytime
thereafter, METCARE will have the right to review the installed equipment and
request changes to other available CYBR equipment as it deems necessary.
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ARTICLE 5
FEES AND RISK SHARING
5.1 WITHIN 30 DAYS AFTER THE UNITS HAVE BEEN IMPLEMENTED WITH PROJECT
MEMBERS, AND AFTER METRO IS SATISFIED THAT THE EQUIPMENT AND SUPPORT SERVICES
PROVIDED BY CYBR ARE REASONABLY ACCEPTABLE TO PROJECT MEMBER AND/OR METRO, AT
THE END OF THE 30-DAY IMPLEMENTATION PERIOD, THE PARTIES WILL ENTER INTO A 50-50
RISK SHARING FORMULA MUTUALLY ACCEPTABLE BASED UPON DEFINED COSTS, NETWORK FEE
PAYMENT TERMS AND PROJECT PLAN BY ADDENDUM TO THIS AGREEMENT. Execution and
implementation of the addendum is a material provision of this Agreement. Costs
associated with the categories set forth below are defined as those costs
related to the Member based on activity for a specified period of time before
implementation of PROJECT and activity after implementing PROJECT. SUCH COSTS
SHALL BE CALCULATED BASED UPON INDUSTRY STANDARDS AS AGREED UPON BY THE PARTIES.
CYBR shall, at its own expense, have the right to audit the findings of METRO
and shall have access to appropriate METRO records to be used exclusively for
that purpose.
o HOSPITAL COSTS shall include inpatient and all ancillary services
including physician services during the stay.
o EMERGENCY ROOM COSTS shall include all costs incurred during Member
visit to the emergency room.
o REINSURANCE COSTS shall include a percent of rebates from
reinsurance carriers.
o SPECIALTY PHYSICIAN COSTS shall include consultation and treatment
by specialty physician but shall specifically exclude the services
of the Primary Care Physicians.
o GROUND AMBULANCE COSTS shall include all costs incurred by the
Member for emergency transportation to and from the services.
o TRADITIONAL HOME NURSING COSTS shall include all costs incurred by
the Member for which METRO receives credit for reduced costs of home
nursing visits.
HOWEVER, IF THE PARTIES ARE UNABLE TO AGREE UPON AN ACCEPTABLE
RISK-SHARING FORMULA AS PROVIDED ABOVE, THEY WILL ENTER INTO A NETWORK
FEE AGREEMENT AND LEASE AGREEMENT FOR THE EQUIPMENT. UNDER THE NETWORK
FEE AGREEMENT METRO WILL PAY CYBR FOR SERVICES PROVIDED PURSUANT TO
THIS AGREEMENT, A MONTHLY NETWORK FEE BETWEEN $100 AND $200 PER PROJECT
MEMBER PER MONTH WITH THE ENTIRE COST FOR NETWORK FEES AND EQUIPMENT
LEASING NOT TO EXCEED $350 PER PROJECT MEMBER PER MONTH.
ARTICLE 6
HOLD HARMLESS, INDEMNIFICATION AND LIABILITY INSURANCE
6.1 METRO HOLD HARMLESS AND INDEMNIFICATION. METRO shall defend, hold
harmless and indemnify CYBR, its affiliates and their respective employees,
agents and representatives against any and all claims, liabilities, damages or
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judgments asserted against, imposed upon or incurred by CYBR that arise out of
the acts or omissions of METRO in the discharge of its responsibilities under
this Agreement.
6.2 CYBR HOLD HARMLESS AND INDEMNIFICATION. CYBR shall defend, hold
harmless and indemnify METRO, its affiliates and their respective Members
against any and all claims, liabilities, damages or judgments asserted against,
imposed upon or incurred by METRO that arise out of the acts or omissions of
CYBR in the discharge of its responsibilities under this Agreement.
6.3 LIABILITY INSURANCE. Each of METRO and CYBR shall maintain
throughout the term of this Agreement appropriate liability insurance in
commercially reasonable amounts for the services to be performed under this
Agreement.
ARTICLE 7
LAWS, REGULATIONS, BOOKS AND RECORDS
7.1 LICENSURE. CYBR and METRO shall maintain, and shall assure that all
health care professionals employed by, or under contract with, CYBR and METRO to
render Covered Services or Project Services to Members maintain all federal,
state and local licenses, certifications and permits without restriction,
required to provide health care services, and shall comply with all applicable
statutes and regulations regarding such licensure.
7.2 PRIVACY OF RECORDS. METRO and CYBR shall maintain the
confidentiality of all information regarding Members in accordance with all
applicable statutes and regulations.
7.3 COMPLIANCE WITH STATUTES AND REGULATIONS. METRO and CYBR shall
comply with all applicable federal, state or local laws, rules, and regulations,
including Medicare laws and regulations. Neither METRO nor CYBR may employ or
contract with individuals who are excluded from participation in any federal
health care program or entities that employ or contract with such individuals.
7.4 NON-DISCRIMINATION. Services to Members under this Agreement shall
not be denied, limited or conditioned on the basis of any factor that is related
to health status, including: (i) medical condition; (ii) claims experience;
(iii) receipt of health care; (iv) medical history; (v) genetic information; and
(vi) evidence of insurability, including conditions arising out of acts of
domestic violence.
ARTICLE 8
TERM AND TERMINATION
8.1 TERM. This Agreement shall commence on the Effective Date and shall
remain in effect for a period of two (2) years, unless terminated earlier in
accordance with section 8.2.
8.2 TERMINATION. This Agreement may be terminated as follows:
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(a) By mutual agreement of the parties.
(b) By either party for cause due to a material breach upon
thirty (30) days prior written notice to the other party; provided,
however, that the notice of termination shall not be effective if the
breaching party cures the breach within thirty (30) days of receiving
notice.
(c) Irrespective of item (b) above, METRO shall have the right
at anytime during the term of this Agreement, to terminate this
Agreement in its sole discretion if METRO reasonably determines its
patients are not receiving the standard of care as reasonably
determined solely by the Medical Director of METRO for purposes of this
provision, the inability to meet the aforementioned standard of care
must be as a direct result of the implementation of the CYBR Electronic
HouseCall(TM) System.
ARTICLE 9
MISCELLANEOUS
9.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties in regard to its subject matter and may only be amended by
means of a writing signed by both parties.
9.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
9.3 NOTICES. Notices, copies of notices or other communications
required or permitted hereunder shall be written and personally delivered or
sent by certified mail, return receipt requested, postage prepaid, addressed to
the Parties at the addresses described herein or to such other address as any
party may specify in writing. Except, as otherwise provided herein, all notices
shall be effective as of the date of delivery of personal notice or on the date
noted on the receipt as delivered or refused.
METRO Metropolitan Health Networks, Inc.
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CYBR CyberCare Technologies, Inc.
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Senior Vice President
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9.4 ASSIGNMENT. This Agreement may not be assigned by either party
without the written consent of the other party.
9.5 OTHER DOCUMENTS. The parties hereto shall execute any and all
documents reasonably necessary in order to effectuate the purposes of this
Agreement.
9.6 COMPLIANCE WITH TERMS. Failure to insist upon strict compliance
with any of the terms herein (by way of waiver or breach) by any of the parties
hereto shall not be deemed to be a continuous waiver in the event of any future
breach or waiver of any condition hereunder. All waivers must be in writing and
signed by the waiving party.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.
CyberCare Technologies, Inc. METROPOLITAN HEALTH NETWORKS, INC.
By:____________________________ By:_________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT Title: CHIEF EXECUTIVE OFFICER
Date:___________________________ Date:_______________________________
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