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of the parties hereunder shall inure to the benefit of, and shall be binding upon, any permitted successors and
<br />assigns of the parties hereto.
<br />9.3 Scope/Change in Status.
<br />9.3.1 Wellpoint and Provider agree that this Agreement applies to Health Services rendered by Provider
<br />at the Provider's location(s) on file with Wellpoint. Wellpoint may, in its discretion, limit this Agreement
<br />to Provider's locations, operations, business or corporate form, status or structure in existence on
<br />the Effective Date of this Agreement and prior to the occurrence of any of the events set forth in
<br />subsections 9.3.1.1—9.3.1.5. Unless otherwise required by Regulatory Requirements, Provider shall
<br />provide at least ninety (90) days prior written notice of any such event.
<br />9.3.1.1 Provider (a) sells, transfers or conveys his/her/its business or any substantial portion of
<br />his/her/its business assets to another entity through any manner including but not limited
<br />to a stock, real estate or asset transaction or other type of transfer; (b) is otherwise
<br />acquired or controlled by any other entity through any manner, including but not limited
<br />to purchase, merger, consolidation, alliance, joint venture, partnership, association, or
<br />expansion; or
<br />9.3.1.2 Provider transfers control of his/her/its management or operations to any third party,
<br />including Provider entering into a management contract with a physician practice
<br />management company or with another entity which does not manage Provider as of the
<br />Effective Date of this Agreement, or there is a subsequent change in control of Provider's
<br />current management company; or
<br />9.3.1.3 Provider acquires or controls any other medical practice, facility, service, beds or entity;
<br />or
<br />9.3.1.4 Provider changes his/her/its locations, business or operations, corporate form or status,
<br />tax identification number, or similar demographic information; or
<br />9.3.1.5 Provider creates or otherwise operates a licensed health maintenance organization or
<br />commercial health plan (whether such creation or operation is direct or through a Provider
<br />affiliate).
<br />9.3.2 Notwithstanding the termination provisions of Article Vill, and without limiting any of Wellpoint's rights
<br />as set forth elsewhere in this Agreement, Wellpoint shall have the right to terminate this Agreement
<br />by giving at least sixty (60) days written notice to Provider if Wellpoint determines, that as a result of
<br />any of the transactions listed in subsection 9.3.1, Provider cannot satisfactorily perform the
<br />obligations hereunder, or cannot comply with one or more of the terms and conditions of this
<br />Agreement, including but not limited to the confidentiality provisions herein; or Wellpoint elects in its
<br />reasonable business discretion not to do business with Provider, the successor entity or new
<br />management company, as a result of one or more of the events as set forth in subsection 9.3.1.
<br />9.3.3 Provider shall provide Wellpoint with thirty (30) days prior written notice of:
<br />9.3.3.1 Addition or removal of individual provider(s) who are employed or subcontracted with
<br />Provider, if applicable. Any new individual providers must meet Plan's credentialing
<br />requirements or other applicable standards of participation prior to being designated as a
<br />Participating Provider; or
<br />9.3.3.2 A change in mailing address.
<br />9.3.4 If Provider is acquired by, acquires or merges with another entity, and such entity already has an
<br />agreement with Wellpoint, Wellpoint will determine in its sole discretion which Agreementwill prevail.
<br />9.4 Definitions. Unless otherwise specifically noted, the definitions as set forth in Article I of this Agreement will
<br />have the same meaning when used in any attachment, the provider manual(s) and Policies.
<br />9.5 Entire Agreement. This Agreement, exhibits, attachments, appendices, and amendments hereto, togetherwith
<br />any items incorporated herein by reference, constitute the entire understanding between the parties and
<br />supersedes all prior oral or written agreements between them with respect to the matters provided for herein.
<br />Washington Enterprise Provider Agreement PCs 12 1183932156
<br />02024 July— Wellpoint Washington, Inc. 05J05/2025
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