I certify that all information provided in the Dental Office Profile is accurate and complete to the best of my knowledge and belief. I understand that Network has complete discretion in the acceptance or rejection of my application. I hereby give permission to Network to share this information with its affiliated companies and clients.

I certify that all information provided in this Dental Application is accurate and complete to the best of my knowledge and belief. I understand that Network has complete discretion in the acceptance or rejection of my application. I hereby give permission to Network to request information from other sources regarding any professional credentials and qualifications in connection with my application or continued participation in the Dental Network. I understand that Network will use this information in conjunction with my application for the purpose of credentialing and re-credentialing. I understand that Network will treat this information as confidential, except that it may share this information with its affiliated companies and clients. This consent includes, but is not limited to: professional certification boards, State Regulatory and Licensing Departments, and any companies from which I have obtained professional liability insurance. I hereby release from any liability any person who provides information concerning acceptance or denial of the application.

This Participating Dentist Agreement (“Agreement”) is entered into by and between Zelis Network Solutions, LLC (“Zelis”), a Georgia limited liability company, on behalf of itself and its Affiliates (Zelis and its Affiliates are collectively referred to as “Network”), and (“Dentist”) as identified herein.

WHEREAS, Network enters into agreements to develop and maintain a network of Participating Dentists which provide Dental Services to individuals covered by dental benefit programs or discount cards administered by Network’s Clients, in exchange for reimbursement at agreed upon fees; and

WHEREAS, Network shall enter into agreements with various Clients and pursuant to such agreements, these Clients shall gain access to Participating Dentists through Network; and

WHEREAS, Network and Dentist seek to establish a contractual relationship in accordance with the terms of this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing, in exchange for the mutual promises herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties agree as follows:

1.1 “Affiliates” means any person, firm, corporation, partnership, association or other entity that directly or indirectly or through one or more entities controls, is controlled by or is under the common control of Network.

1.2 “Client” means Network’s clients, together with each of their respective affiliates, successors and assigns, who seek access to Participating Dentists through Network. Clients may include Network’s owners, subsidiaries, affiliates, payors, employers, employer groups, third party administrators, Taft Hartley Funds, insurance companies, limited liability plans, Eligible Individuals, health savings accounts and those who may be directly or indirectly engaged by such Clients to obtain access to Network.

1.3 “Dental Benefit Plan” means the contract or, in the case of a self-funded arrangement, the plan document, which describes the covered services under a dental care delivery plan for an Eligible Individual.

1.4 “Dental Services” means those dental services, which a dentist generally and customarily provides to Eligible Individuals.

1.5 “Eligible Individual(s)” means an individual (a) who is entitled to dental benefits and who, on the date Dental Services are rendered, has satisfied the eligibility requirements under a Dental Benefit Plan, or (b) who receives Dental Services or is one that is responsible for payment for such Dental Services.

1.6 “Fee(s)” means the amounts set forth on Attachment A.

1.7 “Participating Dentist(s)” means any dentist or group of dentists who are duly licensed to practice dentistry in the service area in which he/she practices who has entered into a contractual agreement with Network to provide services to Eligible Individuals.

1.8 “Payor(s)” means any company, organization or employer group who issues reimbursement for Dental Services pursuant to the Dental Benefit Plan of an Eligible Individual.

Network does not determine benefits, eligibility or availability for Clients’ Eligible Individual and does not exercise any discretion or control as to Clients’ Dental Benefit Plan assets or with respect to policy, payment, interpretation, practices, or procedures. Clients are solely responsible for the design and implementation of all utilization review programs including all questions and decisions regarding eligibility, coverage, medical necessity, referral approvals, and the like. Network is not a payor, administrator, insurer, underwriter, or guarantor of payment for or of Clients' Dental Benefit Plans, and Network is not liable for any payment of Dental Services under this Agreement. The Participating Dentist shall look solely to Payor and/or Client as the parties responsible for any payment hereunder and shall not seek reimbursement or any other recourse from Network for any such payment. Nothing in this Agreement shall be construed as interfering with the Eligible Individual’s choice of Dentist.

3.1 Dentist shall be solely responsible for the provision of Dental Services, advice and treatment rendered, ordered, or authorized by Dental Benefit Plans, its employees and/or agents, with respect to Eligible Individuals. Such services shall be provided to Eligible Individuals for all Clients in accordance with community standards, in the manner in which Dentist renders services to other patients, and without discrimination based on sources of payment for services, gender, race, ethnicity, color, religion, marital status, sexual orientation, age, ancestry, national origin, mental or physical disability, or health status. Nothing contained in this Agreement shall interfere with nor in any way alter or affect (a) the level of care or performance of services by Dentist; nor (b) the obligation of Dentist to exercise independent judgment in rendering Dental Services to Eligible Individuals.

3.2 Dentist agrees to use best efforts to refer Eligible Individual to Participating Dentists.

3.3 Dentist agrees to provide Dental Services to Eligible Individual(s) in a cost-effective manner.

3.4 Dentist acknowledges that the coverage provided, and the authorization(s) required for maximum benefits, for particular Dental Services may vary under different Dental Benefit Plans. Under certain Dental Benefit Plans, no coverage is available if the Dental Service has not been preauthorized as provided in such Agreements. Dentist agrees to consult Payor materials to obtain the necessary authorization(s) in order for the Dental Services to receive the maximum benefit.

4.1 For Dental Services provided to Eligible Individual(s), Dentist shall be compensated in accordance with the Fee(s) set forth in Attachment A, as may be amended from time to time. Dentist agrees to accept as payment in full the Fee(s)
for Dental Services and shall not attempt to collect from Eligible Individual any amounts in excess of the amount provided herein. If upon completion of Payor’s review of the submitted claim it is determined that the Dentist’s billed charges are less than or equal to the amount of the Fee, then such Fee shall not apply.

4.2 If Dentist provides non-covered services to an Eligible Individual and Dentist knows the Dental Services are non-covered, then where not prohibited by law, Dentist shall not charge an Eligible Individual an amount greater than provided
in Attachment A. In addition, Dentist shall, prior to provision of non-covered services, inform the Eligible Individual: (a) of the service(s) to be provided; (b) that Payor will not pay for or be liable for said services; and (c) that Eligible Individual will be financially liable for such services.

4.3 Dentist shall promptly notify Payors of all duplicate or erroneous payments regardless of the cause.

4.4 Dentist agrees to cooperate in providing information necessary for implementation of all provisions of the Eligible Individual’s dental coverage relating to coordination of benefits, subrogation, and other third party claims. Dentist shall
notify Network in writing no less than ten (10) days of cancellation, non-renewal, and/or any material change in such dental coverage. Dentist agrees to permit and assist Payors in billing any third party payor on Dentist’s behalf relative to services
provided to Eligible Individual. Dentist further agrees to refund to Payors any duplicate payments received from such third party payors and to execute any further documents that may reasonably be required or appropriate for this purpose.

4.5 Dentist agrees to properly submit claims to Payors in a timely manner and cooperate with any requests for additional information. Dentist may not bill a Payor more than ninety (90) days after the date of services provided and expect to receive payment.

5.1 Dentist acknowledges and agrees that in order to become a Participating Dentist, Network shall require an accurate and complete application which is attached hereto and hereby incorporated by reference as Attachment B and
Attachment C.

5.2 Network shall complete a credential check of Dentist and accept or deny Dentist within four (4) months following the submission of Dentist’s completed application, provided, that time frame may be extended for an additional
three (3) months because of delays in primary source verification. Network shall make available to Dentist a list of all information required to be included in the application.

5.3 Dentist warrants that it is duly licensed in the service area in which it practices and that the information provided in the Dentist application is accurate and complete.

5.4 Dentist shall submit and maintain accurate and current contact information with Network.

6.1 Dentist agrees to (i) maintain dental treatment records, financial, administrative, and other records relating to the Dental Services provided to Eligible Individual under this Agreement, in accordance with state and federal
laws; (ii) promptly provide Network and Payors or such other authorized entity or agency with copies of Eligible Individuals dental records upon request and (iii) not charge Eligible Individuals for costs associated with dental record transmission or duplication for bill adjudication.

6.2 Network or its designee shall have the right, during normal business hours and upon at least three (3) business days’ notice to Dentist, to inspect administrative and financial books and records with respect to Eligible Individual(s). Network shall have the right to request and Dentist shall provide to Network copies of requested medical, financial, or administrative records relating to Dental Services provided to Eligible Individual at a cost not to exceed $.25 per page.

6.3 The rights and obligations set forth in this Article shall survive the termination of this Agreement, except that with respect to the obligations set forth in Section 6.1, the rights and obligations shall continue or seven (7) years following termination of this Agreement.

7.1 Dentist agrees to maintain professional liability insurance coverage in accordance with the laws of the service area in which Dentist practices. This coverage shall be no less than $1,000,000 per occurrence and $3,000,000 in the aggregate. Upon request, Dentist shall provide evidence satisfactory to Network that he/she maintains insurance in such amounts. Dentist agrees to notify Network immediately if Dentist fails to maintain such minimum insurance coverage.

7.2 Indemnification. Dentist on behalf of itself and its respective representatives, hereby agrees to protect, defend, indemnify and hold Network harmless, together with Network’s respective representatives, attorneys, and insurers, from and against any and all actions, causes of action, claims, obligations, liabilities, or demands, assessments, losses, diminution in value, damages, costs and expenses, including without limitation interest, penalties, costs of investigation and defense, and attorneys, and other professional fees and expenses, of any kind or nature, whether matured or hereinafter accruing, directly or indirectly arising out of Dentist’s breach of any provision of this Agreement.

7.3 Network shall procure and maintain such policies of general liability and other insurance as shall be necessary to insure Network and its employees against any claim(s) for damages arising by reason of personal injuries or death occasioned directly or indirectly in connection with the performance of any service by Network, the use of any property and facilities or equipment provided by Network and activities performed by Network in connection with this Agreement.

8.1 Dentist agrees to use best efforts to cooperate with applicable Payor, Network and Dental Benefit Plan rules and protocols relating to the provision of covered services where known and/or available.

8.2 Dentist shall permit authorized representatives of Network and Payors to inspect Dentist’s facilities during regular business hours, upon reasonable notice regarding the time, purpose and scope of the inspection.

8.3 Dentist agrees to cooperate with Payor’s procedures and protocols, including any quality improvement (QI) activities, in establishing its benefit management, or other programs that may be established to manage the cost and utilization of Dental Services; however, such rules and protocols do not replace Dentist’s use of his/her own professional judgment in determining the proper course of treatment for Eligible Individual.

8.4 Dentist agrees to abide by Network’s rules, protocols, procedures, and programs which are provided to Dentist by Network herein, as well as in the Provider Reference Manual, which may be amended from time to time.

8.5 Dentist agrees to maintain in a confidential manner those documents received from Payors and Network that are not generally available to the public recognizing the proprietary nature of said materials.

8.6 Dentist acknowledges that (a) Network’s arrangements with Clients and their Payors for access to the Contract Rate described in this Agreement may be deemed to be network “rental,” “lease,” or “sale” arrangements under some state or federal laws, and (b) some state or federal laws require specific disclosure of such arrangements. Accordingly, to the extent that the terms “rent,” “lease,” or
“sale” apply to Network’s Client’s arrangements as contemplated under this Agreement, Network and Dentist agree that Network and its Affiliates may lease, sell, rent or otherwise grant access to Dentist’s rates to third parties, including other preferred provider organizations. Each Client’s and Payor’s entitlement to the discounts under this Agreement is subject to such Payor’s compliance with the applicable terms of this Agreement.

9.1 Dentist agrees that Network and Payors may use their names, address, phone number, type of practice, unique provider identification number(s), and indication of willingness to accept new patients, if that be the case, in rosters, on websites, and in the usual course of advertising of Participating Dentists and in the usual course of advertising and promoting Client and/or Payor’s Dental Benefit Plans.

9.2 Dentist retains the right to direct, by written notice, Network to remove any indication of his/her willingness to see new patients, subject to reasonable opportunity to revise materials.

9.3 Dentist shall not refer to Network, Client and/or Payor, or this Agreement, directly, in any publicity, advertisements, notices, or promotional material, or in any announcement to Eligible Individual without prior review and written approval by Network.

10.1 Term. This Agreement shall remain in effect until terminated by either party as provided below.

10.2 Termination Without Cause. This Agreement may be terminated without cause by either party uponninety (90) days’ prior written notice. Termination shall be effective on the first day of the month following the notice period.

10.3 Termination For Cause. This Agreement may be terminated by either party for cause due to a material breach of this Agreement by providing the breaching party thirty (30) days advance written notice. This section 10.3 shall not be effective if the breaching party cures the breach to the reasonable satisfaction of the other party within the thirty (30) day notice period.

10.4 Immediate Termination. This Agreement may be terminated immediately if:

(a) Either Party has a loss of any license or registration required by law or regulation to be maintained by such party in order to operate or fulfill its obligations hereunder;

(b) Network determines, in its reasonable discretion and based upon any official agency action, for a pattern of miscoding, cost shifting, redundant inaccurate billing and other billing misconduct by Dentist. Under such circumstances, Network shall provide written notice to Dentist specifying the basis for termination. Upon termination for any reason, Dentist shall notify Patients prior to providing additional services after the term date; or

(c) Either party becomes insolvent, is adjudicated as a bankrupt, makes a general assignment for the benefit of creditors, has a receiver appointed for it, or comes under the control of a trustee in bankruptcy.

10.5 Effect of Termination. If this Agreement is terminated for any reason and if Dentist is then providing services to Eligible Individuals, then Dentist shall continue to provide such Dental Services to those Eligible Individuals as shall be required by applicable laws and at least until the completion of any episodes of care that may be underway on or as of such date of termination and Dentist shall accept the then current Fee(s) as payment in full for such Dental Services.

11.1 Independent Contractor. Each party, including its officers, directors, employees and agents, acts as an independent contractor. Neither party has express or implied authority to assume or create any obligation on behalf of the other. Each party solely is responsible for its own acts or omissions to act (as well as those of its officers, directors, employees and agents) arising out of or in
connection with obligations created under this Agreement. This Agreement is not meant to preclude Network from entering into substantially similar arrangements with other Dentists.

11.2 Amendment and Material Changes. This Agreement may be modified by Network by providing written notice to Dentist. Dentist shall be deemed to have accepted Network’s modifications if he/she fails to object to such modification in writing within thirty (30) days of receipt of such notice. A material change in this Agreement shall be in writing to the Provider with ninety (90) days’ notice before the effective date of the change.

11.3 State-specific Provisions State-specific provisions for your state, found in the exhibits at https://www.zelis.com/providersolutions/ provider-networks/state-federal-law-coordinating-provisions/, are an integral part of this Agreement and are deemed incorporated by reference herein and applicable to Dentist if defined as a Network Provider under applicable state law. If, at any time during the term of this Agreement, any applicable legislative, judicial or regulatory change or determination, whether federal or state, require or mandate modification of the terms and conditions of this Agreement, this Agreement shall be deemed to be automatically amended to conform to such requirements regardless of whether or not the term, condition or provision is expressly stated in this Agreement. Where the statutory requirement specifically conflicts with a current obligation, the statutory requirement shall take precedence and replace the existing obligation as to the statutory requirement only, and shall not void any other valid provision of this Agreement.

11.4 Assignment, Delegation. Neither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either Party without the prior consent of the other Party. Notwithstanding the above, Network may, upon written notice to
the Dentist, assign this Agreement to an Affiliate, wholly owned subsidiary or to a surviving entity in connection with any merger, acquisition or consolidation. Dentist understands and agrees that Network has the right to transfer, assign, disclose or otherwise allow the use of and/or access to the Fee(s) and/or the compensation payable to Dentist hereunder to its Clients.

11.5 Confidentiality. Dentist shall keep strictly confidential any and all confidential information which may be given or disclosed to Dentist by Network, or that may be learned directly or indirectly by Dentist, including, without limitation, the terms of this Agreement, Fee(s), and the names of Network’s Clients, both individually and in the aggregate. Furthermore, Network and Dentist agree that the maintenance and disclosure of all Eligible Individual dental records and other individually identifiable dental information shall be treated as confidential, so as to comply with all applicable state and federal laws and regulations regarding confidentiality of
patient records. In particular, all parties shall be in compliance with the applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended, the applicable provisions of the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), as amended, and all applicable rules and regulations promulgated thereunder.

11.6 Notice. Any notice required to be given pursuant to this Agreement shall be in writing and delivered in person, by US mail, facsimile, electronic mail, or by overnight delivery, to the signatories, or their successors if any, at the addresses set forth below.

11.7 Force Majeure. Neither party shall be liable for its failure to perform any of its obligations under this Agreement when performance is delayed or prevented by natural disaster, fire, war, terrorism, riots, strikes, governmental acts such as embargo, interruption in telephonic services, or any other cause which, by proper prudence, could not have been avoided.

11.8 Entire Agreement, Waiver. This Agreement and any Attachments and/or Amendments, together with the Provider Reference Manual, which is hereby incorporated by reference, shall constitute the entire agreement between the parties with respect Zelis Participating Dentist Agreement February 2022 to the subject matter hereof, and as of the Effective Date, shall supersede any previous agreements or understandings, written or oral, between the parties. The failure of either party to insist upon strict compliance with any provision hereof shall not constitute a waiver of such provision.

11.9 Governing Law, Invalidity, Venue. This Agreement, its terms and adjudication of all claims or controversies arising hereunder, shall be governed in all respects in accordance with the laws of the state of the party defending any action under this
Agreement, without regard to its conflicts of laws principles. The invalidity of any terms or conditions hereof shall in no way affect the validity or enforceability of any term or provision. Any dispute arising under this Agreement shall be resolved in Atlanta, Georgia.

11.10 Dispute Resolution. Network and Dentist agree to meet and confer in good faith to resolve any disputes arising under this Agreement through informal discussions between the parties. If the parties are unable to resolve the dispute through such discussions within forty-five (45) business days of the commencement of such negotiations, then all disputes arising out of or relating
to this Agreement shall be determined by binding, non- appealable arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator chosen by the parties, or, if the parties cannot agree upon a single arbitrator within thirty (30) days of a party giving notice to the other of a proposed choice for an arbitrator, then by a single arbitrator appointed by the Atlanta, Georgia AAA office, who shall be appointed immediately upon the failure of the parties to so agree. All arbitration matters shall be conducted and administered by the Atlanta, Georgia AAA office. Costs will be borne as set forth in this Agreement, except as the arbitrator may determine otherwise.

11.11 Survival. In the event this Agreement is terminated for any reason, all rights and obligations which by their terms survive termination and any other provision of this Agreement which must survive to give effect to their terms, and those rights and obligations which shall have accrued as a result of the operation of this Agreement, shall survive termination hereof.

11.12 Headings. The headings of sections and paragraphs contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

11.13 Binding Nature, Authority. The terms of this Agreement shall inure to the benefit of, and be binding upon the respective permitted successors, assigns, affiliates, heirs, executors and personal representatives of the parties. Each party represents and warrants to the other that it has all the necessary rights, power and authority to sign, bind, enter into and perform this Agreement for itself or any other person/entity on whose behalf it has signed and entered into this Agreement.

11.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument with the same effect as if the signatures to each counterpart were upon the same instrument. A facsimile copy of the signature page will be deemed to be as effective as an original signature.

 

IN WITNESS HEREOF, duly authorized representatives of the parties have executed this Agreement to be effective as of:

If applicable, Payors (State of Illinois) are required to comply with the payment guidelines as published in the Illinois Workers’ Compensation Act, Section 4.2(d)(3).

If applicable, Workers’ Compensation (State of Illinois): Network Providers shall be reimbursed at or at a level equal to the then current Illinois State Workers’ Compensation Fee Schedule authorized by the Illinois Worker’s Compensation Act (820 ILCS 305) as defined in Section 8.2, Public Act 94-227 and 695. The State Fee Schedule is as published by the IWAC and updated annually on or about January 1st.