1
EXHIBIT 10.5
NATIONAL VISION SERVICES, INC.
(a subsidiary of Eye Care International, Inc.)
PROVIDER AGREEMENT
THIS AGREEMENT is made the _____ day of ______________________, 20__, by and
between ___________________________________________________, with its principal
place of business at
____________________________________________________________________________,
hereinafter referred to as "PROVIDER," and National Vision Services, Inc. (NVS),
a Florida Corporation, with its principal place of business at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
RECITALS
WHEREAS, NVS is affiliated with Eye Care International, Inc. ("ECI"), a
non-insurance based discount network, which provides its Program Members with
various services in the eye care industry; and
WHEREAS, PROVIDER has agreed to participate in the various ECI programs
(hereinafter collectively called the "Program"), which give Program Members,
among other things, the right to purchase eyewear at the prices set forth on
PRICE SCHEDULE 1; and
WHEREAS, NVS and PROVIDER desire to enter into an agreement whereby NVS will
direct patients to approved PROVIDER eye care centers;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
DUTIES OF PROVIDER
1. PROVIDER agrees to sell its products and services to all Program Members
and any additional groups validated by ECI at pricing and dispensing fees
listed on PRICE SCHEDULE 1, or your current ?sale? price, if lower.
2. PROVIDER will give a 20% discount off established retail prices on contact
lenses (disposables not included), non-prescription sunglasses, and other
items offered at retail.
3. PROVIDER examinations and contact lens fitting fees may be charged
according to the PROVIDER'S usual and customary fee structure. PROVIDER'S
current usual and customary fee is the following:
For a standard exam: $________________________
For a standard contact lens exam: $________________________
For a contact lens fitting: $________________________
4. PROVIDER understands neither NVS or ECI is an insurance or a third party
payor. PROVIDER is responsible for all ▇▇▇▇▇▇▇▇ and collections resulting
from the sale of its products and services, except as herein specifically
provided to the contrary.
5. PROVIDER understands that, notwithstanding Paragraph 4 above, ECI may,
from time to time, enter into agreements with patient groups, which
agreements provide for third party payment of PROVIDER'S fees. With
respect to such agreements, upon being notified of same by NVS, PROVIDER
agrees to ▇▇▇▇ either NVS or ECI's designated administrator (at NVS's
election) for services rendered to the individual Program Member. It is
understood that payment will be forwarded to the PROVIDER by either NVS or
said third party administrator, as the case may be, within five (5) days
of receipt.
6. PROVIDER understands he/she is NOT RESPONSIBLE TO PAY ANY FEE TO NVS or
ECI, with respect to the joining of the NVS networks or with respect to
any Program Member directed to PROVIDER by NVS.
7. FREE EYE EXAM PROGRAM: Provider agrees to participate in the ECI eye exam
program. Under this program, provider will perform, without charge, one
refraction per family membership per year. Exams for contact lenses are
specifically excluded from this program. The standard NVS price schedule
shall be used for prescriptions filled as a result of this examination.
All other family members receiving an eye exam will be charged providers
usual and customary fee.
Page 1 of 5
2
8. PROVIDER agrees to maintain and keep current his/her appropriate licenses
required to conduct business, including malpractice insurance of not less
than one million dollars. If requested by NVS, PROVIDER agrees to name ECI
and/or such other sponsor of the Program as may be identified by ECI, as
an additional named insured provided that if the cost of same exceeds $50,
NVS agrees to pay such sum over and above said $50.
9. PROVIDER will provide all Program Members with the same office hours,
services, and products as that of non-members.
10. PROVIDER agrees that, with respect to a Program Member, when referral to
an ophthalmologist is indicated, PROVIDER will direct the patient to the
ECI toll-free number (800-ELITE-36), and will not otherwise refer the
patient to a non-ECI ophthalmologist.
11. PROVIDER agrees all participating eye care centers will release to Program
Members eyewear prescriptions resulting from an examination at his/her
office to include the following:
a) Provider location number
b) Doctor's name, address, and telephone number
c) Member's prescription
12. PROVIDER agrees Program Member is not obligated to use PROVIDER as the
examining doctor and agrees to fill the Program Member's prescription
regardless of where the Program Member's eyes have been examined. Any
remakes or redos due to incorrect outside prescriptions are the
responsibility of, and may be charged to the Program Member.
13. PROVIDER agrees to honor the ELITE card or any other card authorized by
NVS through the renewal date indicated on the membership card. All
immediate family members are entitled to full privileges of the card for
unlimited use during the year.
14. PROVIDER agrees to honor a 30-day unconditional guarantee given by ECI to
Program Members by refunding their money if for any reason they return
their glasses or contacts within 30 days from the date of purchase. Exams
are not included in the guarantee.
15. PROVIDER agrees to the use of his/her name or the name of his/her
practice, as well as his/her address and telephone number in any locator
service, promotional campaign, or directly as it relates to the Program.
16. PROVIDER warrants and guarantees the satisfaction of the products and
services to ECI and the valued Program Members. Said guarantee shall be
consistent with industry standards and shall extend to guarantees
currently being offered or offered in the future by PROVIDER.
CONFIDENTIALITY: NON-COMPETITION
1. PROVIDER agrees that during the term of this Agreement, and for a period
of two (2) years thereafter, PROVIDER will not permit the use by itself,
or others, and will not disclose to any person, firm, or corporation, any
technical or proprietary information obtained relating to the operation of
NVS or ECI, without the express written consent of both NVS and ECI.
2. PROVIDER agrees not to approach, pursue, or engage in business activity
with any individual, group, corporation, or other entity brought to
PROVIDER through NVS or ECI.
HOLD HARMLESS
PROVIDER agrees to indemnify, defend and hold ECI and any other sponsor
(private label) of the Program harmless from any and all claims, disputes,
liability, or causes of action arising out of the subject of this
Agreement occurring as a result of vision care services provided to
Program Members.
Page 2 of 5
3
TERM: TERMINATION
This Agreement shall remain in full force and effect for an initial term
of one (1) year unless either party terminates it with cause. Thereafter,
this Agreement shall automatically renew for the same term unless either
party gives the other ninety (90) days written notice of its intentions
not to renew prior to an otherwise scheduled renewal date.
GOVERNING LAW
THIS AGREEMENT IS MADE IN THE COUNTY OF PINELLAS, STATE OF FLORIDA, AND
SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF FLORIDA. IF ANY OF TERMS OF THIS AGREEMENT DIFFER OR CONFLICT
WITH ANY FEDERAL, STATE OR LOCAL LAWS, THE FEDERAL, STATE OR LOCAL LAW
SHALL PREVAIL AND THE CONFLICTING PROVISION SHALL AUTOMATICALLY BE DEEMED
STRICKEN.
NOTICE
Any notice of correspondence required or necessary under this Agreement
shall be directed by U.S. Mail, certified or registered, postage paid, to
the addresses set out in this Agreement or as may be designated from time
to time.
ENTIRE AGREEMENT: MODIFICATION
This Agreement contains the prior understanding of the parties hereto and
supersedes any and all prior written or oral agreements between the
parties. This Agreement shall not be modified except by an agreement in
writing executed by the parties.
PROVISIONS BINDING
This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors, and assigns.
List all languages, other than English, that you and/your professional
staff speak.
I SPEAK MY STAFF SPEAKS LEVEL OF FLUENCY
--------------------- ------------------------- ----------------
--------------------- ------------------------- ----------------
PROVIDERS AND LOCATIONS
List below all office locations, including zip codes, that you would like in our
computer directory, and the names of all providers servicing your practice for
purposes of patient referrals.
PROVIDERS NAME OFFICE LOCATION
----------------------------- -------------------------------------------
----------------------------- -------------------------------------------
(If additional space is needed, please list on a separate sheet of paper and
attach to this Agreement.)
Please check all categories, which apply to your office(s):
____ Optician ____ Eyeglass Examinations ____ Dispense Eyeglasses
____ O.D. ____ Contact Lens Examinations ____ Dispense Contact Lenses
____ M.D.
Page 3 of 5
4
Name of Business_______________________________________________________________
Address _______________________________________________________________________
City _____________________________________ State _____________ Zip ____________
Telephone __________________________ Office Hours _____________________________
I (the undersigned individual eye care provider or authorized company officer)
hereby apply for membership with National Vision Services, Inc. and further
agree to abide by the rules and regulations of this Agreement.
Authorized by: Authorized by National Vision Services, Inc.
-------------------------------- ---------------------------------------------
Name and title (signature) Name and title (signature)
-------------------------------- ---------------------------------------------
Print name Acceptance Date
Page 4 of 5
5
NATIONAL VISION SERVICES
(A SUBSIDIARY OF EYE CARE INTERNATIONAL, INC.)
PRICE SCHEDULE 1
DISPENSING FEE (PER PAIR):
-----------------------------------------------------------------------------------------------------------------------
Single Vision.................................$30.00 Cataract or other specialty lenses.................$50.00
Bifocal...................................... 35.00 Frame only........................................ 15.00
Trifocal..................................... 40.00 Lenses only.................1/2the regular dispensing fee
Progressive.................................. 50.00
-----------------------------------------------------------------------------------------------------------------------
GLASS AND PLASTIC LENSES:
Edged and Assembled for ZYL frames
Sphere PL to +/-400
Cylinder .025 to -400 (For higher powers add $1.00 per lens, per diopter)
------------------------------------------------------------------------------------------------------------------------
Per Pair Per Pair
------------------------------------------------------------------------------------------------------------------------
Single Vision............................. $ 19.95 Executive Bifocal.............................. $ 39.95
Bifocal (25, 28, RD)...................... 34.95 Executive Trifocal............................. 54.95
Trifocal (25, 28)......................... 46.95 Blended Bifocal................................ 52.95
Bifocal (35).............................. 39.95 Progressive.................................... 73.95
Trifocal (8X35)........................... 54.95 Varilux........................................ 85.95
------------------------------------------------------------------------------------------------------------------------
ADDITIONAL CHARGES PER PAIR:
-------------------------------------------------------------------------------------------------------------------------
SINGLE VISION BIFOCAL TRIFOCAL PROGRESSIVE
-------------------------------------------------------------------------------------------------------------------------
Oversize 56 Eye Size and Over $ 7.00 $ 10.00 $ 10.00 $ --
FDA Hardening and Testing 4.00 4.00 4.00 4.00
Prescribed Prism (.25 to 3.00) 4.00 4.00 4.00 4.00
TINT:
Glass: Rose 1 & 2 6.00 9.00 10.00 --
Green & ▇▇▇▇ 2 & 3 6.00 9.00 10.00 --
Plastic: all solid 7.00 7.00 7.00 7.00
Plastic: single gradient 9.00 9.00 9.00 9.00
Plastic: double gradient 11.00 11.00 11.00 11.00
UV 400 9.00 9.00 9.00 9.00
Photochromic 11.00 19.00 24.00 24.00
Transitions 53.00 66.00 66.00 66.00
Factory Scratch Coat 12.00 14.00 14.00 --
Polycarbonate 14.00 18.00 33.00 40.00
Lite Style 25.00 29.00 44.00
51.00
Ultra Litestyle 33.00 37.00 52.00 59.00
High Index 40.00 48.00 48.00 48.00
Wire Mounting 4.00 4.00 4.00 4.00
Rimless Mounting 8.00 8.00 8.00 8.00
Edge & Mount Half Eye 7.00 -- -- --
Polish Edges 8.00 8.00 8.00 8.00
Over 3.00 Add -- 9.00 9.00 9.00
Multi-Layered AR Coating 29.95 29.95 29.95 29.95
Mirage 2000 32.95 32.95 32.95 32.95
FRAMES:
Charge current FRAMES or FRAME FAX price. If the frame is not listed in either
aforementioned periodicals, charge acquisition cost.
OTHER ITEMS:
CONTACT LENSES (disposables not included), NON-PRESCRIPTION Sunglasses: give a
20% discount off your established retail price. ALL OTHER ITEMS NOT LISTED (i.e.
sundry items), give 30% off your established retail price. NOTE: IF PROVIDER'S
ACQUISITION COST OF FRAMES AND/OR LENSES IS HIGHER THAN THE SCHEDULE, CHARGE THE
ACQUISITION COST.
Page 5 of 5