|
eligible employees of Sponsor according to the Sponsor -provided employee eligibility files of the prior month. EDH
<br />will fully disclose the EDH Fees in an Invoice.
<br />(c) Changes in Plan Design. Sponsor acknowledges and agrees that, as of the Effective Date,
<br />the Plan documents do not include any requirement that EDH and/or the Network be the exclusive source of medical
<br />coverage for any procedure or category of medical services (any such requirement in the Plan documents, a "Plan
<br />Carveout"). If at any time during the term of this Agreement the Plan documents are amended to include a Plan
<br />Carveout other than a Plan Carveout for bariatric medical procedures, then, during the period in which any such Plan
<br />Carveout is effective, the method for calculating the Network Use Fee specified in Section 4.3(a) shall be negotiated
<br />and agreed to by the parties.
<br />4.4 EDH Savings Guarantee.
<br />(a) Guarantee. Within a reasonable time after expiration of the Initial Term (defined below),
<br />EDH will compare all Episodes of Care over the Initial Term to Sponsor's actual historical bundled case rates and
<br />claims data, where available and applicable, or if not available or applicable, to EDH's observed historical average
<br />bundled case rates and claims data (in either case, the "Historical Case Rates'. ). Using the Historical Case Rates
<br />determined to be applicable by EDH, EDH will calculate Sponsor's savings during the Initial Term based on the
<br />difference between the actual Case Rates paid by Sponsor to EDH during the Initial Term and the Historical Case
<br />Rates, avoided complication savings, and avoided procedure savings (the "EDH Savings"). At the end of the Initial
<br />Term, EDH will provide Sponsor with a tabulation of the EDH Savings and the Network Use Fees over the Initial Term.
<br />Any Network Use Fees paid by Sponsor in excess of the EDH Savings shall be credited to Sponsor (the "Guarantee
<br />Amount") such that the Network Use Fees and EDH Savings are equal over the Initial Term (the "Guarantee"). If
<br />applicable, the Guarantee Amount will be credited by EDH against future amounts due from Sponsor during a
<br />Renewal Term (defined below), or if a Renewal Term is not applicable, EDH will remit the Guarantee Amount directly
<br />to Sponsor.
<br />(b) Example of Calculation of Guarantee. Assume that the actual Case Rates paid by Sponsor
<br />to EDH for procedures during the Initial Term were $75,000. Also assume that the Historical Case Rates for the same
<br />procedures were $100,000. Assume that Sponsor saved $5,000 because of an avoided spine procedure, and Sponsor
<br />saved $10,000 because of an avoided knee replacement complication. Finally, assume that Network Use Fees during
<br />the Initial Term totaled $20,000. The calculation of EDH Savings would be $100,000.00 minus $75,000.00 plus
<br />$5,000.00 plus $10,000. Thus, the EDH Savings would be $40,000.00. The calculation of net savings for the purposes
<br />of the Guarantee would be $40,000.00 minus $20,000.00, or $20,000.00. Because the EDH Savings exceeded
<br />Network Use Fees over the Initial Term, EDH would not owe any amount to Sponsor as a result of the Guarantee.
<br />(c) Requirement of Utilization Strategy. As set forth in Exhibit A to this Agreement, the
<br />Parties shall mutually agree to the terms of a written utilization strategy which shall include the schedule and nature
<br />of communications relating to Sponsor's implementation and marketing of the Network and Network Services. As
<br />further set forth in Exhibit A, a copy of such written utilization strategy shall be provided to each Party and shall be
<br />attached to this Agreement as an addendum to Exhibit A. Notwithstanding anything to the contrary in this
<br />Agreement, if the Parties cannot mutually agree to the terms of such a written utilization strategy or if such
<br />utilization strategy is not attached as an addendum to Exhibit A of this Agreement, the Guarantee shall be null and
<br />void.
<br />4.5 Invoicine and Payment. Periodically during the term of this Agreement, EDH will prepare and
<br />submit to Sponsor an invoice fully disclosing and itemizing the amounts to be paid by Sponsor pursuant to the terms
<br />of this. Agreement (each, an "Invoice"). Any such Invoice may include, without limitation, amounts related to Claims
<br />and/or amounts related to any applicable EDH Fees. Not more than 10 days after Sponsor's receipt of an Invoice,
<br />Sponsor will pay directly to EDH the amounts included in such Invoice via wire transfer or electronic funds transfer.
<br />After receiving payment from Sponsor, EDH will pay the appropriate Providers and vendors of Travel Services.
<br />4.6 Cancellation Prior to Medical Procedure. If a Participant, for any reason, is not admitted by a
<br />Provider, or if a Participant cancels a scheduled procedure at any time prior to performance of the Episode of Care,
<br />-6- 57
<br />
|