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A network access agreement is a contract between two carriers where one grants access to another to use their networks under certain conditions. The contract states who the parties are, what the involved network is, and how long access is granted under the contract terms. Another important aspect of the network access agreement includes details regarding how the network can be used and what terms and conditions must be followed while it is being accessed.
The purpose of the network access agreement is to give a party other than a network owner the legal right to use said network. This facilitates authorized network access between two parties that are legally bound to the same terms.
Below is a list of common sections included in Network Access Agreements. These sections are linked to the below sample agreement for you to explore.
EXHIBIT 10.3
JOINT MARKETING AND NETWORK ACCESS AGREEMENT
This Joint Marketing and Network Access Agreement is made by and between Employers Insurance Company of Nevada, together with its subsidiaries (“EICN”), on the one hand, and Blue Cross of California, BC Life & Health Insurance Company, and Comprehensive Integrated Marketing Services (collectively, “Blue Cross”), on the other, effective as of January 1, 2006 (“Effective Date”).
A. Blue Cross offers small group medical coverage products (“small group medical”) in California.
B. Blue Cross and Employers Insurance Company of Nevada are currently parties to that certain Joint Marketing and Network Access Agreement, dated July 1, 2002 (the “Blue Cross-EICN Agreement”), as amended, under which Blue Cross and EICN jointly market an integrated small group medical and workers’ compensation product in California.
C. Blue Cross and EICN desire to jointly offer and market integrated small group medical and workers’ compensation product(s) under the terms specified herein.
D. Blue Cross and EICN desire to enter into this Agreement in order to provide a full statement of their respective responsibilities.
E. The services to be performed by Blue Cross hereunder shall be performed by BC Life & Health Insurance Company and Comprehensive Integrated Marketing Services (“CIMS”).
F. The services to be performed by EICN hereunder shall be performed by Employers Compensation Insurance Company and Employers Insurance Company of Nevada.
NOW, THEREFORE, it is agreed as follows:
1. Scope of Agreement . Subject to the terms of this Agreement, Blue Cross and EICN agree to jointly market an integrated small group medical and workers’ compensation product(s) (the “Integrated Product” as further defined in Exhibit A hereof) on an exclusive basis in the state of California. The terms of such exclusivity are defined in Paragraph 17 (a) of this Agreement. The scope of this Agreement may be expanded to other states by an Addendum to this Agreement agreed to and executed by both parties.
2. Term . The initial term of this Agreement shall be for two (2) years commencing on the Effective Date unless terminated sooner as provided in Paragraph 15 of this Agreement. Thereafter, this Agreement shall automatically renew for subsequent one (1) year term unless written notice of non-renewal of this Agreement (a “non-renewal notice”) has been provided by one party to the other at least 60 days prior to the expiration of the then current term.
* Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission.
3. Distribution of Product .
(a) The Integrated Product will use the Blue Cross distribution system, including employees, agents, and general agents (collectively “Blue Cross Producers”). EICN shall cooperate with Blue Cross in making any necessary agency appointments or entering into any necessary brokerage or agency agreements needed to allow Blue Cross Producers to market and sell EICN workers’ compensation products as contemplated by this Agreement.
(b) Blue Cross will administratively make commission payments to Blue Cross Producers for all coverage placed through the Blue Cross Producers and billed by Blue Cross. EICN will pay commissions due to Blue Cross producers for coverage billed by EICN.
4. Underwriting . Blue Cross will exclusively control small group medical product underwriting and eligibility, and EICN will exclusively control workers’ compensation underwriting and eligibility. Neither Blue Cross nor EICN will be bound to offer an Integrated Product in instances in which either party is unwilling to assume underwriting risk consistent with its underwriting policies for its component of the Integrated Product.
Each party will, at a minimum, maintain and share with the other party on a confidential basis underwriting guidelines, class restrictions and operational practices during the term of this Agreement in connection with its component of the Integrated Product, including, but not limited to, classes written, eligible groups, etc. Substantial changes in such underwriting guidelines, restrictions and practices which significantly and materially affect the nature, scope or classes of business written shall be made by mutual consent, or unilaterally by a party after giving written notice to the other party in the event of a significant adverse change in external factors which a party believes in good faith requires a revision to its underwriting guidelines, restrictions or practices. The parties will use commercially reasonable efforts to extend the number of classes written and eligible groups for both workers’ compensation and small group medical.
5. Advertising/Marketing Materials . Blue Cross shall be responsible for marketing and advertising of the Integrated Product. All advertising and collateral material for the Integrated Product to be distributed by Blue Cross, including materials developed and utilized in conjunction with EICN, will be prepared by Blue Cross and must be jointly approved by both parties. The Executive Sponsors shall develop an expedited process for review, approval and use of standardized forms or other frequently used advertising or marketing materials. EICN may, at its own expense, prepare its own marketing and promotional materials for the Integrated Product, but use of any such materials shall be subject to Blue Cross’s prior approval.
Blue Cross and EICN agree that mutually acceptable product names and logos for the Integrated Product in California have been established. Each party will retain complete ownership and control of its own service marks, trademarks, trade names, logo types or any similar intellectual property and will execute any reasonable license agreements requested by the other party. Neither party shall use any such intellectual property of the other without the other’s
* Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission.
prior written approval. Each party will be entitled to market the other party’s networks available for the Integrated Product, subject to approval of any written promotional materials by the other party. Any new product names, logos, or similar intellectual property developed for the Integrated Product shall be jointly owned and, as appropriate, registered, by Blue Cross and EICN, subject to the provisions of Paragraph 18 of this Agreement.
It is understood that all Advertising and Marketing materials will disclose that Blue Cross assumes no responsibility for payment of workers’ compensation claims, and that EICN assume no responsibility for payment of small group medical claims.
6. Loss Control . EICN will perform all duties related to loss control procedures for the workers’ compensation portion of the Integrated Product as required by law or by EICN’s internal procedures as they may be amended from time to time. Blue Cross shall comply with any similar legal requirements relating to small group medical.
7. Premium Collection & Audit .
(a) Billing . Blue Cross will prepare and distribute a single, integrated small group medical and workers’ compensation premium bill in a manner consistent with current practices. EICN will supply to Blue Cross all data required for such billing. Blue Cross shall collect all premiums and remit EICN’s portion of the premiums (net of administrative fees and commissions) monthly to EICN within fifteen (15) days after the end of the month in which they were received by Blue Cross. Collection of delinquent workers’ compensation premium will be the responsibility of EICN. Collection of any delinquent medical premium will be the responsibility of Blue Cross.
(b) Audit and Collections . EICN will perform all interim and final payroll audits for workers’ compensation premium. For additional workers’ compensation premium adjustments, EICN will bill the customer, collect the premium and remit additional commissions to Blue Cross Producers. For return premium adjustments, EICN will provide the funds for Blue Cross to return collected funds to the customer for the workers’ compensation product, and Blue Cross will bill and collect commission returns from Blue Cross Producers. Blue Cross will be responsible for all audit and collection responsibilities for the small group medical product.
(c) Other . The parties agree to share appropriate information concerning administering agents and customers who initially select an Integrated Product and then discontinue coverage of one segment; including information concerning the discontinuation of coverage and the effective date of discontinuation.
8. Claims & Reporting .
How ContractsCounsel Works Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 1. Post a Free Project Complete our 4-step process to provide info on what you need done. 2. Get Bids to Review Receive flat-fee bids from lawyers in our marketplace to compare. 3. Start Your Project Securely pay to start working with the lawyer you select.(a) Blue Cross Duties . Blue Cross shall perform all claims functions for the small group medical portion of the Integrated Product and all small group medical regulatory
* Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission.
reporting requirements. Blue Cross shall have no responsibility for payment of workers’ compensation claims.
(b) EICN Duties . EICN shall perform all claims functions for the workers’ compensation portion of the Integrated Product. In addition, EICN will be responsible for all medical case management and utilization review and satisfy all workers’ compensation regulatory and statistical reporting requirements. EICN shall have no responsibility for payment of small group medical claims.
(c) Joint Duties . Blue Cross and EICN shall share such medical, claim and benefit information to the extent and in any manner permitted by law as may be necessary or desirable in connection with the administration of the Integrated Product, including, but not limited to, the purposes of detecting fraud and assuring proper payment under the appropriate coverage.
9. Network Access .
(a) During the term of this Agreement and as provided in Paragraph 16(a), Blue Cross agrees to provide EICN access to the following Blue Cross California networks for the Integrated Product:
Prudent Buyer Comp Provider professional network
Prudent Buyer Provider professional network
Frontline Occupational professional network
Certain specialty networks related to chiropractic and physical therapy
Prudent Buyer institutional network.
The foregoing shall be referred to collectively as the “Blue Cross Networks” and the contracted hospitals, physicians, and other ancillary health care providers and facilities included within the Blue Cross Networks shall be referred to as the “Blue Cross Providers.” The rates Blue Cross Providers are entitled to receive pursuant to provider agreements with Blue Cross shall be referred to as the “Blue Cross Contracted Rates.”
(b) Blue Cross agrees that it will maintain the Blue Cross Networks in California so as to adequately offer and provide the medical services (“Medical Services”) to injured workers covered by the workers’ compensation component of the Integrated Product (“Eligible Employees”) in those parts of California in which the Integrated Product is offered. Issues related to the adequacy of the Blue Cross Networks and the locations in which the Integrated Product shall be offered shall be considered and resolved by consultation between the Executive Sponsors. With respect to the Blue Cross Networks, Blue Cross represents and warrants to EICN as follows: (i) that at the time it entered into its provider agreements with Blue Cross Providers, it required and verified that those providers were duly licensed and had professional liability insurance with limits in compliance with Blue Cross’s then current credentialing standards; (ii) that as of the Effective Date a substantial majority of California Blue Cross Providers have been
* Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission.
credentialed under Blue Cross’s current credentialing requirements, a copy of which has been provided to EICN and which requirements include the professional liability insurance minimum limits specified in Paragraph 20 hereof and that at all times during the term of this Agreement, credentialing requirements shall be actively monitored by Blue Cross; (iii) that, as of the Effective Date and at all times during the term of this Agreement, California Blue Cross Providers that have not been credentialed in accordance with Blue Cross’s current credentialing requirements are being actively monitored for potential noncompliance with those requirements; (iv) that as of the Effective Date it has in all material respects complied, and at all times during the term of this Agreement will comply with all laws and regulations regarding the inclusion or exclusion of California providers in the Blue Cross Networks and with respect to the provision of medical services to injured workers under the workers’ compensation laws as contemplated by this Agreement; and (v) that, as of the Effective Date and at all times during the term of this Agreement, it is and will be duly licensed, registered and/or certified by the appropriate state agency(ies) of any state requiring it to be so licensed, registered and/or certified in order to perform its obligations and responsibilities under the terms and conditions of this Agreement.
(c) Blue Cross will use commercially reasonable efforts to ensure that, at all times during the term of this Agreement, all Blue Cross Providers provide access to EICN at the most favorable rates available for insured products which integrate small group medical and workers compensation product(s) under their agreements with Blue Cross and accept such rates as payment in full for Medical Services to Eligible Employees, and shall give EICN prompt notice of any circumstance under which it is unable to do so. Blue Cross shall provide EICN with access to Blue Cross’s Provider Finder. To the extent applicable and in the possession of Blue Cross, such listing shall include each Blue Cross Provider’s address, telephone number, facsimile machine number, taxpayer identification number, professional or institutional license number, specialty, and professional or group affiliation. Blue Cross may provide access to the Blue Cross Networks to other workers’ compensation insurers or self-insured entities; provided, however, that at all times during the term of this Agreement, Blue Cross agrees that the network access fees provided to EICN in connection with the Integrated Product shall be lower than any network access fees provided to any other workers’ compensation insurer for any insured products which integrates small group medical and workers’ compensation, and the scope and breadth of the Blue Cross Networks provided to EICN in connection with the Integrated Product shall be broader than the scope and breadth of the Blue Cross Network access provided to any other workers’ compensation insurer for any insured products which integrate small group medical and workers’ compensation product(s). Notwithstanding the foregoing, Blue Cross may continue to offer both network access contracts, including but not limited to those currently in effect with the California State Compensation Insurance Fund, Western Growers Insurance Company, and Springfield Insurance Company, GMIS, and managed care service arrangements, including but not limited to that with Keenan and Associates. Blue Cross agrees that its workers’ compensation network access contracts and workers’ compensation managed
* Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission.
care service agreements with may not be advertised or marketed by Blue Cross or the other parties to such arrangements as insured Integrated Products in California.
(d) EICN reserves the right to supplement Blue Cross Networks for the Integrated Product by use of it own proprietary networks or contracted networks with the prior approval of Blue Cross. EICN also reserves the right to contract directly with providers who are or later become Blue Cross Providers. However, should a provider be included in both the Blue Cross and EICN networks, the Blue Cross provider contract shall be utilized for the Integrated Product.
(e) Blue Cross shall require that each Blue Cross Provider shall, at all times, provide treatment to Eligible Employees in a manner consistent with sound professional judgment and practice. Nothing in this Agreement is intended to require (or shall be construed to require) a Blue Cross Provider to take any action inconsistent with its professional judgment, or refrain from taking any action consistent with its professional judgment, concerning the professional medical care and treatment to be provided to an Eligible Employee.
10. Confidentiality of Medical Records and Privacy . To the extent required by law, Blue Cross and EICN shall keep, confidential, and to take the usual precautions to prevent the unauthorized disclosure of, any and all medical records required to be prepared or maintained by Blue Cross or EICN. Blue Cross and EICN will comply with all federal and state laws and regulations regarding privacy including those involving non-public personal information.
11. Administrative Fee . EICN will pay Blue Cross’ insurance agency subsidiary, CIMS, an administrative fee (the “Administrative Fee”) in accordance with the following schedule for all other services performed by Blue Cross under this Agreement: