ACKNOWLEDGMENT OF ASSIGNMENT This Acknowledgment of Assignment (this Acknowledgment ) is made and entered into to be effective as of Effective Date ( Effective Date ) by and among Assignee Name ( Assignee ) and Highmark Inc. ( Highmark ). WITNESSETH: WHEREAS, Assignor Name ( Assignor ) executed one or more professional provider contract(s) (along with any amendments, exhibits, and addenda thereto) (collectively, the Assigned Contract ) as described in Section 3 hereof with Highmark pursuant to which Assignor agreed to render certain health care services to members of Highmark and its affiliates under the terms thereof; and WHEREAS, on the Effective Date substantially all of the assets of Assignor were sold, transferred, assigned, and/or otherwise conveyed to Assignee via a corporate transaction ( Corporate Transaction ); and WHEREAS, in connection with the Corporate Transaction, Assignor assigned all rights, interests, duties, and obligations under the Assigned Contract to Assignee as of the Effective Date subject to this Acknowledgment; and WHEREAS, in connection with the Corporate Transaction, Assignor has formally assigned all rights, interests, duties, and obligations under the Assigned Contract as of the Effective Date and Assignee has accepted such assignment and has assumed the duties and obligations of Assignor hereunder; and WHEREAS, Assignee now desires to obtain the consent of Highmark to the assignment of the Assigned Contract to the Assignee as required in accordance with the provisions, terms and conditions of the Assigned Contract and this Acknowledgement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants stated herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1. INCORPORATION OF RECITALS The recitals set forth above are hereby incorporated into this Acknowledgment by reference. 2. ACKNOWLDGMENT OF ASSIGNMENT Subject to the terms and conditions contained herein, Assignor has agreed to the assignment of, and Assignee has agreed to accept assignment of, the Assigned Contract as of the Effective Date and Highmark hereby acknowledges and consents to the assignment and assumption of the Assigned Contract, and all of Assignor s rights, interests, duties, and obligations under the Assigned Contract, to the Assignee. The assignment and assumption shall be effective as of the Effective Date. Such assignment shall be contingent upon Assignee meeting all credentialing or administrative requirements of Highmark, including without limitation taking assignment of Assignor s license, 1 of 5
certification, permit, and/or registration, identification number(s) as issued by the DOH and/or any other applicable state entity as necessary for the applicable provider type. Assignee agrees to send all credentialing information to Highmark within ten (10) days of receipt. Should Assignee be unable to meet all such credentialing or administrative requirements of Highmark ( Credentialing Failure ), Highmark s consent to this Acknowledgement shall be null and void ab initio at Highmark s discretion. A Credentialing Failure may result in Assignee s status becoming non-participating with Highmark, which may impact payments for covered services for Highmark members. In the event that Assignee does not meet the credentialing requirements for all of Highmark s various business lines (e.g. commercial, Medicare Advantage or other business lines), Highmark may choose to continue This Acknowledgement for certain lines of business at its sole discretion. In the occasion that an event (including but not limited to, a Credentialing Failure or breach of this Contingent Consent Agreement by Assignor or Assignee) prohibits, prevents, limits or restricts the assignment of the Assigned Contract as described hereunder and the carrying out of the Corporate Transaction (collectively, Default Event ), Assignee agrees that This Acknowledgement shall automatically and immediately terminate, without the need of notice to the Assignee, and Highmark s consent to This Acknowledgement shall be null and void ab initio, in accordance with the aforementioned paragraph regarding Highmark s business lines. The parties hereto agree that in such an event, no consent to the assignment of the Assigned Contract shall be in effect and the parties further agree to cooperate to ensure that all reasonable actions and measures satisfactory to Highmark occur (including, but not limited to, notice to Highmark s members) to assure that no adverse results are experienced by Highmark members and Highmark and that Highmark s books and records properly reflect the event. The parties agree that Assignor and Assignee are obligated to make any necessary payments, reimbursements and credits as needed to effect the foregoing. In no event, including, without limitation, a Credentialing Failure, breach of this Acknowledgement by Assignee, a Default Event or termination of this Acknowledgement, shall Assignee bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a Highmark member or any persons acting on such member s behalf for services provided. The preceding provisions do not prohibit the collection of any cost sharing, which may include, but is not limited to copayments, coinsurance and deductibles, from members, provided such cost-sharing shall be at the rates that would be applied with respect to an in-network Highmark provider regardless of Assignee s network status. Assignee agrees that these provisions shall survive the termination of this Acknowledgement, regardless of the cause giving rise to the termination. In the event Highmark receives notice that Assignee has received or collected money from a Highmark member for any services rendered in violation of the terms of this section, Highmark may, in its sole discretion, refund the amount to the Highmark member, require Assignee to refund the amount to the Highmark member, setoff such amount from any future payments owed to Assignee and/or take any other action against Assignee authorized under this Acknowledgement or Highmark policies and procedures, or as otherwise permitted by Law. If no future payments are due to Assignee, Assignee shall reimburse Highmark or the Highmark member, as the case may be, an amount equal to such amounts received in violation of this section within thirty (30) days of demand by Highmark. Assignee will provide Highmark with documentation of any such Member reimbursement upon request. If Assignee receives an overpayment from Highmark in connection with a Default Event, Highmark shall be entitled to set off any such overpayment against any future payments due Assignee and/or take any other action against Assignee authorized under this Contingent Consent Agreement or as otherwise permitted by law. If no future payments are due to Assignee, Assignee shall reimburse Highmark an amount equal to such overpayment within thirty (30) days of demand by Highmark. Page 2 of 5
Assignee hereby agrees that any demand or setoff made by Highmark pursuant to this Agreement shall be made in accordance with the provisions relating to demands or setoffs (as described above and in the underlying provider agreements) in the underlying provider agreement, which includes, but is not limited to the alternative dispute resolution process, in the event that Highmark provides Assignor or Assignee commercially reasonable documentation of the amount represented by the demand. This Section 2 shall survive the expiration or earlier termination of this Contingent Consent Agreement, regardless of the cause giving rise to the termination. 3. ASSIGNED CONTRACT 3.1 For purposes hereof, the term Assigned Contract shall mean all of the agreements that Assignee has executed with Highmark, subject to Highmark s approval. 3.2 The parties acknowledge and certify that the Assigned Contract is in full force and effect and has not been amended or modified, except as by operation of the amendments and addenda. 4. PROVIDER NUMBERS The parties hereto hereby agree that Assignee will be assigned a new billing number as of the Effective Date. 5. CONDITIONS AND LIMITATIONS OF RELEASE This Acknowledgement is conditioned upon Assignee agreeing: (a) to assume, pay, discharge and perform all of the unperformed duties and obligations (financial or otherwise) of Assignor to Highmark under the Assigned Contract, as arising out of such contracts, or from any action or inaction of Assignor and/or Assignee related thereto, whether prior to the Effective Date, or on the day thereof, or anytime thereafter; (b) to submit all claims for services rendered on and after the Effective Date under the terms of the Assigned Contract under the billing number assigned to Assignee; (c) to comply with all of the provisions, terms, and conditions contained in or referred to in this Acknowledgement and the Assigned Contract (including, but not limited to, acceptance of the payment rates currently in effect as outlined in the Assigned Contract); and (d) assume liability for all applicable claims adjustments. In addition, the parties agree that, as of the Effective Date, the Assignee will be entitled to all rights and interests of Assignor under the Assigned Contract from the Effective Date through the remainder of the term of such contracts. 6. CERTIFICATIONS Each party hereto certifies that: (a) it is not in default nor is it aware of any circumstances that with the giving of notice or passage of time, or both, could result in such a default under the Assigned Contract; and (b) it has the full power, authority, and right to enter into, has taken all actions and obtained all consents, if any, necessary to enter into, and shall be bound by the terms of, this Acknowledgment. 7. MISCELLANEOUS 7.1. The current term of the Assigned Contract shall not be altered by this Acknowledgement. Page 3 of 5
7.2. In the event that any court of competent jurisdiction shall finally determine that any provision, or portion thereof, contained in this Acknowledgment shall be void or unenforceable in any respect, then such provision shall be deemed limited to the minimum extent necessary for such court to determine enforceable, and as so limited shall remain in full force and effect. In the event that such court shall determine any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Acknowledgment shall nevertheless remain in full force and effect. 7.3. This Acknowledgement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 7.4. This Acknowledgment shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns and nothing in this Acknowledgment, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under, or by reason of, this Acknowledgment except the aforesaid parties and the Assignee. 7.5. This Acknowledgment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania. 7.6. Assignee covenants and agrees to do, or cause to be done, all such further acts, and to execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to Highmark all such further documents, instruments, and assurances, that may be reasonably requested by Highmark in relation to the assignment and assumption described herein. 7.7. Except as specifically indicated herein, all provisions, terms, and conditions of the Assigned Contract (whether contained in or referred to in the Assigned Contract) have remained unmodified during the period commencing with the Effective Date and ongoing. (Signatures on Next Page) Page 4 of 5
IN WITNESS WHEREOF, the parties hereto has duly executed, or caused the due execution of, this Acknowledgment as of the date set forth below the signature of, or on behalf of, such party. ASSIGNEE: By: Name: Title: Tax ID No.: Prior Tax ID No.: Date: HIGHMARK INC.: By: Name: Title: Date: Page 5 of 5