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T)trXA"~ TRUE C)G~OIC)G CLI)CNT CONT~tA.CT A1V>C~ DMENT
Whereas, healthcare providers have agreed to accept specific rates iza. return. for
m.eznbcrsllip in. the Texas True Choice, Inc. ("TTC") network of providers ("Preferred Payment
Rates"), and
Whereas ~ ~. A UN C" licnt") wishes to continue accessing the Prefer. red. Payment
Rates of TTC's network of provi. crs,
In. order for Client to access the Preferred Payment Rates under the I~ospita.l Services
Agreement - I'PO between the Hospitals and related 1.tealtli, care facilities of. Baylor Healt1t Care
Systeaxas ("Baylor") entered. into with Texas True Choice, Tr-c. ("TTC"), effective August 1.,
2003, as amended, and niay be amended from ti.tnc to trine hereafter. (the "Baylor .A.gree~:netat"),
Client hereby aclo~owlcdges the followi.n.g obligations:
RECD
A. Client and TTC andlor otlc of TTC's predecessors, affiliates or subsidiaries (collectively
"TTC"), are parties to a client agreear-ent (the "Cli.ent Agreement") under which TTC
provides Client certain provider network service,5 under terms anal conditions specihcd.
therein (the "Services").
B. TTC has entered into contracts with health care providers, including Baylor, for
participa.tiou in the TTC Provider Network.
C. All terms in this Client Aeknowledgexrent shall have the meaning ascribed to them in t11e
Baylor A~reelncnt, a copy of which. (without schedules) has been provided to CLie~at.
T.n ord.er to access the Preferred Paytn.ent Rates in the Baylor Agreement, Client hereby
acknowledges the foJ.lowing:
1.. P_ayzzient for Heal_tli Care Services and Compliance with. the Baylor Agreement. As a
condition of accessi.~ag Bayl.or's Preferred 1'a~nnen~t Rates, C1iEnt agrees that Client (or its
designee) is obligated. to comply with aa~d is bound by the duties and obligations of the
Baylor Agreement including, but not limitccl to, paying for Covered Services re~ldered to
1Vlentbers in. accordance with the provisions of Article IV (Payment) and pazti.cipating in the
dispute resolutio~~ procedure set •forth in Arl:icle VII (Dispute Resolution.). If Client fails to
pay Clean Claims accoy:ding to tl.Ze Baylor Agreement's terms, Client (i) will rei.mbu.rse
Baylor the diffc~'ence between. the Preferred. Paymczat Rate and Baylor's NormA.l. Billed
Charges audlot (ii) allow TTC to tenni.nate or limit the Clie»t's access to the Preferred
Payment Rates under the Baylor Agreement.
2. Third Party BencficiariES/Limit of LaaUility, Clie~at agrees that Baylor is a third party
bencfici.aay to this Client Acknowledgement. Nothing contained herein will be construed as,
or be deemed to create, any rights or r. emcdies in any party oilier than TTC, Client or Baylor.
TTC'S MAXIIvIUM .AGGREGATE LIABILITY ARISING FROM OR RELATING TO
THIS AGRE.E.MENT ORT,TS SERVICES (regardless of form of action or claim) SHAI,.L
BE DETERMINED ON A CLAIM BY CLAIM BAST5 AND STi.ALL NOT EXCEED THE
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FQUIVA.L)JNT OF TIME FEE THAT TTC RECEIVES FROM CLIENT ON TIIE
11~1DIVI]aUAIU CLAIM.
3. laic ulc 12esolution. If any problem or dispute should occur- between. Client and TTC that
arises out of ox relates to their business relatiox~.slup, the parties agree to first try in. good .faith
to settle the dispute through znediativz1 under the commercial mediation rules of tlic National
Arbitration Forum, before resorting to arbitration. If zxa.ediation. is unsuccessful, the parties
agree that the dispute will be Submitted to bi~t~ding arbitration. Arbitration will. take place in a
locatiotl within the United States reasonably selected by respondent, and will be conducted
under the Code of Procedure of the National Arbitration Foz-um. Tltis provision will sw~i,ve
the termination of this agrcetncnt. As part of the consideration exehaz~:ged under this
Agreement, the Parties expzessly waive axzd discl.aizn any right to resolve any T~isputes in any
and all fotvms, including arbitration, as a class actioxz or as a private Attorney General to the
fullest extent allowed by law. No Parry may voluntarily serve as a. class representative or a
member of a class in litigation adverse to another Party- This section shall not be construed
to prevent either party from seeking interim relief (in the form of att injunction or other
equitable relief) to avoid irreparable izljury tl.1at cannot be compensated by monetary damages
alone.
4. Ina ro riatc Access to t11e Preferred a erit Rates. Client agrees that the Preferred
Payment Rates agreed. to i,n the Saylor Agreement are applicable solely for Covered Services
rendered to Mezrtbers covered under a Health. Plan. which utilizes t11e TTC provider Network.
Client will-not offer, lease, sell, discount or, provide any other entity or individual accesq to
the PreferrECl Payment Rates who is not a Client, Health Plaxz o.r a Member a.t the tiz7:ze the
Covered Services are provided. In the event that TTC finds that Client intentionally and
inappropriately accessed the Preferred Payment Rates agreed to in tl~e Baylor Agz'eemcnt,
Client (i) will rei.znburse Baylor the difiTerence between t1~e Preferred Payment Rate and
Baylor's Nornal Billed Charges, and/or (ii) allow TTC to terminate or limit Client's access
to th.e Saylor Agreemett.
5. Futwte Noti.fl.cations. On occasion, TTC may notify Clients of specific requircmez~ts of
ecrta.i~a Provider Contracts. C.l.ient a8:ees to abide by the terms of the Provider Contracts
without furlhcr amendment to the C1.ient Agxeernent.
G. Confidentialit .Client agrees to maintain the confldcntiality of the Baylor Agreezr-ent and
agrees that tl~e Baylor Agreement will n,ot be used for any purpose except to comply with this
Agreement.
7. Affiznxa,ation and Conflict. The parties licrby affizm all of the unit~.odified terms of the
Agreement s11a11 remain in. full force. If any terms of this Aznendm.ent coalflict with the terms
of the Agreement, the terms of this Amendment shall control.
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12/•24/2008 11:48 8302579227
[Client]
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KERB HUMAN RESOURCES
PAGE 04/04
Texas True C]loice, Inc.
5000 Legacy Drivc, Suite 100
Plano, Texas 7502
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