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discovered as a result of an audit shall include, but not be limited to: (i) recovery <br />of payments made by Company for improperly billed claims through lump sum <br />payments or deductions from future payments subject to the terms and <br />conditions set forth in Section 3.8; (ii) pre -payment review of all Medical Group's <br />claims; (iii) a requirement that Medical Group submit medical records with claims; <br />and/or (iv) immediate termination of Medical Group's agreements. When <br />Company denies claims for inappropriate billing; the Medical Group shall not bill <br />the Member. <br />4.5.3 The Medical Group shall have the right to audit Company's records related to <br />adjudication of the Medical Group's claims. The audit may be performed either <br />by the Medical Group or by the independent auditor selected by the Medical <br />Group. Such audits shall be conducted during Company's regular business <br />hours at Company's office and shall be limited to records necessary to perform <br />the audit. The Medical Group shall give Company at least three (3) business <br />days advance notice of such audit and shall inform Company of the records to be <br />audited. Company shall have the records for that time period available for the <br />auditors at the time of the audit. Such audits shall be conducted in a manner <br />that, to the greatest extent possible, avoids disruption of Company's business <br />affairs and minimizes the burden on the Company. Audits will comply with all <br />laws, statutes and regulations pertaining to the confidentiality of medical and <br />financial records. <br />4.5.4 Failure by a party to cooperate with an audit shall be a breach of this Agreement. <br />The audit rights set forth in this Section 4.5 shall survive termination of this <br />Agreement. <br />4.6 CONFIDENTIALITY OF MEDICAL RECORDS — Company and Medical Group will <br />maintain the confidentiality of information contained in Members' medical records and will <br />only release such information as permitted or required by applicable state and federal <br />laws and regulations governing the confidentiality of personal health information. <br />4.7 DIRECTORY UPDATES — Medical Group agrees to comply with Company policies and <br />procedures related to furnishing information, including but not limited to information on <br />which providers are accepting new patients, the provider's location, contact information, <br />specialty, medical group and any institutional affiliations, necessary to ensure provider <br />directories are up-to-date, accurate, and complete pursuant to federal and state law, <br />including 45 C.F.R. 156.230(b). <br />V. RELATIONSHIP OF THE PARTIES <br />5.1 INDEPENDENT CONTRACTOR — Medical Group and Company are independent <br />contractors. This Agreement is not intended to create an employer-employee partnership <br />or joint venture relationship between Company and Medical Group or their respective <br />directors, officers, employees or agents. <br />5.2 USE OF NAME — Each party will have the right to use the name of the other party to <br />inform existing or potential Members, patients and other providers under contract with <br />Company that Medical Group is a Participating Provider in one or more of Company's <br />Provider Networks. <br />5.3 RELIANCE ON PARTICIPATION APPLICATION — Medical Group acknowledges that in <br />reviewing and offering Medical Group participation in any of Company's Provider <br />Networks, Company has relied to a material extent upon the statements and information <br />supplied by Medical Group in Medical Group's participation application. Medical Group <br />warrants that such statements and information are true and complete to the best of <br />Medical Group's knowledge and belief. Medical Group agrees to hold Company <br />harmless with respect to any claims which may arise from statements and information <br />supplied by Medical Group. <br />Asuris MGA Agreement (Rev. 05/2017) A18816854AA Page 11 of 20 <br />