PARTICIPATING GENERAL DENTIST AGREEMENT

PARTICIPATING GENERAL DENTIST AGREEMENT THIS AGREEMENT, by and between (hereinafter referred to as "Dentist") who is duly qualified and licensed to practice dentistry in the State of and, a(n) corporation (hereinafter referred to as "Plan"). This agreement will commence on the effective date, as stated on the signature page. WITNESSETH Plan is licensed to provide Dental Care Services to various groups, associations, individuals, and families. Dentist desires and hereby agrees to render all necessary Dental Care Services in accordance with this Agreement and the Certificates issued to Subscribers as hereinafter defined. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, subject to all the provisions, definitions, limitations and conditions as set forth below, it is agreed as follows: I. DEFINITIONS: A. Capitation" is that amount compensated to the Dentist in return for agreeing to provide Dental Care Services to Member. B. Certificate" is the coverage document provided to the Subscriber that specifies Dental Care Services and conditions of coverage. C. "Contributions" are those periodic payments due Plan by Subscriber which entitle Subscriber to be eligible to receive Benefits as provided by the Certificate. D. "Copayment" is the amount Dentist may charge Member when providing Dental Care Services not specified as "No Charge" in the Certificate. E. "Copayment Benefits" are those Dental Care Services for which there are reduced fees which are due and payable directly by the Member to the Dentist or Participating Specialist at the time the services are rendered as specified in the Certificate. F. "Dental Care Services" are those services to be provided by Dentist according to his or her clinical judgment and pursuant to the terms of this Agreement and the Certificate. G. "Dental Director" is an individual appointed by the governing board of the Plan whose duties include 1) serving as liaison between Plan and Dentist, 2) reviewing and monitoring the quality of care and professional conduct of Dentist, and 3) recommending to the governing board participants for the peer review and quality assurance/improvement committees and preside over the meetings of said committees. H. "Dental Facility" is the location (or locations) of the Dentist's office, as identified in the attached Location Attachment, where Members shall receive their Dental Care Services. I. "Dentist" shall mean the individual dentist signing this Agreement, or the professional corporation, partnership, group practice or other entity entering into this Agreement, as an independent contractor to provide Dental Care Services to Members. In the case of a group or other entity, or any associate dentist providing services hereunder, the covenants of this Agreement to be performed by Dentist shall be deemed to extend to each individual dentist personally who provides Dental Care Services hereunder. J. Emergency Care means treatment due to injury, accident, or severe pain requiring the services of a dentist which occurs under circumstances where it is neither medically nor physically possible for the Member to be treated by the Member s Plan Participating General Dentist or Participating Specialist. K. "Member " is a Subscriber or a covered eligible dependent of a Subscriber. L. "Necessary Treatment" is that set of Dental Care Services determined by the Dentist or by a Participating Specialist as required to establish and maintain Member's good oral health. M. "No Charge Benefits" are those Dental Care Services shown in the Certificate for which there are no Copayments or additional fees due the Dentist or Participating Specialist by the Member. 1

N. "Participating Specialists" are appropriately licensed dentists who have contracted with Plan as independent contractors to provide specialty Dental Care Services to Members on a reduced fee basis. O. "Selection Date" is the date the Subscriber selects a given Dental Facility. P. "Subscriber" is an individual in good standing for whom the necessary Contributions and Copayments have been made in payment for Dental Care Services and to whom a Certificate evidencing coverage has been issued. Q. "Treatment Plan" is that individual proposal by the Dentist or Participating Specialist outlining the recommended course of Member's Dental Care Services. A written copy may be requested by the Member. R. "Usual Charges" are those fees that are customarily charged for the Dental Care Services by the Dentist or Participating Specialist. Said charges are not determined by Plan. II. RENDITION OF CARE Dentist agrees to: A. Render all necessary Dental Care Services in a professional and ethical manner to each Member who has selected Dentist. All treatment rendered by Dentist (including Emergency Care) should be provided to a Member in a timely fashion and should not differ from the type of treatment rendered to private patients of Dentist. Except for Emergency Care, Dentist may require Members to be seen by appointment during regular office hours. B. Fulfill all obligations of Dentist contained in the Member s Certificate. C. Clearly establish a Treatment Plan and payment procedures with Member prior to commencement of Dental Care Services and furnish a written copy of same to Plan upon request. D. Provide Emergency Care to Member currently enrolled with another dental facility for a fee of Dentist's Usual Charges less 25%. E. Dentist agrees not to differentiate or discriminate in the treatment of Member or the quality of service because of race, color, national origin, sex, sexual orientation, age, religion, marital status, or health status, including but not limited to HIV status, plan participation, or source of payments. III. DENTIST RESPONSIBILITIES Dentist agrees to: A. Verify Member s eligibility prior to treating Member. B. Cooperate with Plan, when requested, in defense of any controversy or claim. C. Not abandon any Member upon termination of this Agreement by either party or upon expiration thereof. Dentist shall complete all dental procedures undertaken upon Member, until the specific treatment or procedure undertaken upon the Member has been completed or for 90 days, whichever is the lesser period of time. D. Promptly advise Plan in writing of any claim, lawsuit, or demand for arbitration filed or initiated by or on behalf of any Member, and not commence any litigation, claim, or arbitration against any Member except in accordance with the Certificate, regardless of whether said claim, lawsuit or demand is just or unjust. E. Promptly advise Plan in writing of any action or change regarding licensure by the State Dental Board of the state where the Dental Facility is located and submit current copies of license or other credentialing information to Plan from time to time as requested by Plan. F. Accept the termination and cancellation provisions of the Certificate and agree that Plan shall be entitled to adjust Capitation payments to reflect refunds, transfers, or cancellations. G. Provide second opinions to Members in accordance with Certificate. H. Provide information, as requested, which is deemed necessary by Plan in compiling data for utilization studies. Plan agrees to honor confidentiality of said data. I. Cooperate with the Plan Dental Director and participate in and abide by the Plan quality management program. 2

J. Accept into Dentist's practice new and existing Members who select Dentist upon joining Plan. Dentist may limit the number of new Members who select Dentist by giving Plan sixty (60) days advance written notice. K. Promptly advise Plan in writing of any change regarding any associate dentist(s), and submit associate dentist(s) current credentialing information to Plan. Associate dentist(s) may begin treating Plan Members upon notification of approval for Plan participation. L. Provide an interim dentist to perform Dental Care Services, subject to the terms of this Agreement, in the event Dentist is absent from his or her practice for five (5) weekdays or longer. Dentist will advise Plan of substitute arrangements. M. Provide Dental Care Services to Members in accordance with the Principles and Ethics of the American Dental Association, and all applicable state and federal laws, regulations and standards, and observe, protect, and promote the rights of Members as patients. N. Dentist shall keep accurate and current dental files and records for each Member. In order to monitor professional service rendered to its Members, Dentist agrees that Plan may, from time to time, under the supervision of the Dental Director, review the activities, records, x-rays, and practice conduct relative to Members. The Dental Director may report the finding of such review to the Quality Improvement and/or Peer Review Committee for further review and determination. Dentist further agrees to release dental files and records to Plan as requested by Plan as needed for Plan operations or as required by law to the appropriate regulatory agency in conjunction with an examination of the affairs of Plan or an investigation of Member grievances or complaints. Dentist shall make dental files and records available during regular business hours, or as otherwise agreed upon by Plan and Dentist. O. Inform Plan promptly should Dentist contract any communicable disease that might seriously threaten a Member's health. P. In no event (including but not limited to nonpayment by Plan, Plan insolvency, or breach of this Agreement) bill, charge, collect a deposit from, seek compensation, remuneration, or reimbursement from, or have any recourse against any Member, or persons other than Plan for Dental Care Services provided to Members pursuant to this Agreement and the applicable Certificate. This provision shall not prohibit collection of Copayments pursuant to this Agreement and the applicable Certificate. This provision shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of the Plan Member and shall supersede any oral or written agreement to the contrary by and between Dentist and Member, or persons acting on their behalf. Q. Permit Plan to include Dentist name in provider directories distributed to Plan s Members. R. Dentist shall have a current, unrestricted DEA and state controlled substance registration certificate, if applicable. S. Dentist agrees to participate in and cooperate with the Plan s Review and Mediation of Complaints process. T. Dentist agrees to comply with the Dental Practices code of the state where Dental Facility is located. U. Dentist agrees to comply with and meet the requirements of 42 U.S.C. 1171 et seq. enacted by the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and regulations promulgated thereunder, as amended from time to time. Dentist agrees to obtain patient s consent, prior to using or disclosing Protected Health Information, as defined by HIPAA, to carry out treatment, payment or health care operations, including as may be required under this Agreement. Further Dentist agrees to assist and cooperate with Plan as requested by Plan in its sole discretion, to obtain valid authorizations from patient as required by HIPAA. IV. PLAN RESPONSIBILITIES Plan agrees to: A. Comply with the statutory and ethical restrictions relating to advertising and use of the name of any Dentist. B. Provide all pertinent plan services relating but not limited to marketing, administration, and member services. C. Include Dentist name in provider directories distributed to Plan s Members. 3

V. ELIGIBILITY All determinations as to eligibility of Members to receive Dental Care Services shall be the sole responsibility of Plan. Dentist shall be notified at least monthly of the names of eligible Members and the nature and extent of Dental Care Services to which such Members are entitled. VI. COMPENSATION TO DENTIST A. CAPITATION Except for those Dental Care Services outlined in Subparagraph C below, Dentist agrees to provide all Dental Care Services to Members in consideration of the Capitation payment provided below and will look exclusively to Plan for capitation payment, and agrees to make no further charge to Members. Notwithstanding anything to the contrary, it is agreed and acknowledged that the Capitation payment shall begin and be calculated from and be due Dentist hereunder commencing on a date following the Subscriber's selection of the given Dental Facility ( Selection Date ). An eligibility listing and an accounting of Capitation payments will be sent to the Dentist by Plan at least monthly. B. CAPITATION SCHEDULE Capitation will be as specified in Attachment A, which may be amended from time to time by the addition or deletion of Certificate(s). Dentist agrees to seek Capitation payments from Plan and not under any circumstance from the Member. C. COPAYMENTS It is acknowledged by Dentist that certain reduced fees for services as set forth in the Copayment schedule of the Certificate are to be paid for entirely by the Member. Dentist shall have the sole responsibility to collect any and all Copayments from the Member for Copayment Benefits. Furthermore, Dentist agrees to charge a fee not to exceed the Copayment amount specified in the Certificate. In the event that services are rendered to a Member which are not specified in the Certificate, Dentist agrees to grant the Member a discount as specified in the Certificate. D. SUPPLEMENTAL PAYMENT Supplemental payment, if any, is the difference between the Minimum Fee and the Member Copayment and which is paid to the Dentist by the Plan. The Minimum Fee, if any, will be specified in Attachment B. Dentist agrees to seek such supplemental payment from Plan and not under any circumstance from Member. VII. PARTICIPATING SPECIALISTS In the event the services of a specialist are needed, Dentist shall refer the Member to a Participating Specialist if one is available in the geographical area in accordance with the policies and procedures set forth by Plan. VIII. TRANSFER OF DENTAL FACILITY Plan may transfer Member from a Dental Facility when such transfer is necessary to comply with pertinent terms of the Certificate or in the event of notice of termination by Dentist or change in Dental Facility location. Upon request, Dentist agrees to transfer copies of all applicable dental records to the new dentist in the event of a transfer. IX. PROFESSIONAL LIABILITY AND MALPRACTICE INSURANCE It is acknowledged and agreed that Dentist shall be entirely responsible for Dentist's acts and the acts of Dentist's agents and employees while engaged in the performance of Dental Care Services here-within 4

described. Dentist agrees to carry, at Dentist's expense, Professional Liability and Malpractice Insurance ("Insurance") with an Insurance carrier acceptable to Plan. Said Insurance shall be of an amount not less than One Hundred Thousand Dollars ($100,000) per claim and Three Hundred Thousand Dollars ($300,000) in aggregate. Dentist agrees to provide Plan with a certificate of Insurance which confirms the foregoing coverage if so requested by Plan. Dentist must give at least 15 days advance notice to Plan of any change, termination, or restriction of such coverage. Dentist further agrees that upon the termination of this Agreement, Dentist shall maintain, at Dentist's expense, such continuing Insurance coverage as is required to protect against prospective malpractice claims incurred during the term of this Agreement. Dentist agrees that any interim dentist who provides services to a Member in the Dentist's absence and any associate dentist approved by the Plan for participation who provides services to a Member, will be properly licensed in the state in which the Dental Facility is located and will carry the same amount of Insurance coverage as specified in this paragraph. X. REVIEW AND MEDIATION OF COMPLAINTS A. In the event of misunderstanding or other dispute between Dentist and Plan, the process of resolution shall be as follows: 1. Dentist shall contact Plan in writing. Plan shall attempt to resolve the matter immediately, but not later than ten (10) working days from initial contact. 2. If the matter cannot be resolved, Dentist may notify the Plan Dental Director in writing of the complaint. Upon receipt of a written complaint, the Plan Dental Director will attempt to mediate the dispute, but in the event that the parties cannot reach an agreement, the Plan Dental Director will render a written decision within thirty (30) days after the date on which all relevant information is received by Plan. 3. Dentist may appeal the Plan Dental Director s decision by providing a written request for appeal to the Plan Dental Director within thirty (30) days of the date of the Plan Dental Director s written decision. A request for appeal will be referred to the Plan Grievance Panel. Dentist has a right to appear before the Grievance Panel. A decision by the Grievance Panel will be rendered within forty-five (45) days of receipt of the written request for appeal. 4. Disputes not resolved to the satisfaction of either party by the Plan Grievance panel shall be governed and settled by Arbitration pursuant to the rules of the American Arbitration Association. Upon exhaustion of the procedures previously described in this Section X, either party may initiate Arbitration by sending the other party written notice (a) identifying the matter in dispute and (b) requesting Arbitration. Within 14 days after such written notice is given, the parties shall meet at a mutually acceptable location within the state where Dentist Facility is located, for the purpose of determining whether they can resolve the dispute themselves by written agreement, and, if not, whether they can agree upon a third-party impartial arbitrator to whom to submit the matter in dispute for final and binding arbitration. If the parties fail to resolve the dispute by written agreement or agree on the arbitrator within such 14-day period, each party shall select an arbitrator and said arbitrators shall select a third arbitrator. The decision of two of the three arbitrators shall be binding and conclusive upon the parties and enforceable by judgment of a court of competent jurisdiction. B. The provisions of this Section X notwithstanding, any Member grievance shall be resolved in accordance with the terms of the applicable Certificate. XI. RELATIONSHIP OF THE PARTIES It is the express acknowledgment of the parties hereto that Dentist will at all times be deemed an independent contractor and nothing contained herein shall be construed to create the relationship of employer and employee between Dentist and Plan. It is agreed that as an independent contractor Dentist shall render Dental Care Services according to Dentist's own means and methods of work and is not subject to the control or supervision of Plan. All professional decisions, judgments, treatments, diagnoses, and other professional services delivered to Members by Dentist are the Dentist's sole responsibility. 5

XII. ASSIGNMENT A. Dentist shall not assign, transfer, or sell its rights under this Agreement or delegate its duties hereunder without the prior written consent of Plan, which consent may not be unreasonably withheld. Any attempt of assignment, transfer or delegation without the prior written consent of Plan shall be void and without effect. B. Plan shall have the right to assign its rights under this Agreement and delegate its duties hereunder to any affiliated entity of Plan. XIII. DURATION OF AGREEMENT A. This Agreement shall continue in effect until termination by either party upon ninety (90) days written notice of intent to terminate sent by certified mail unless Dentist provides thirty percent (30%) or more of Plan s services, in which case Dentist must give at least one hundred twenty (120) days advance written notice. Such termination shall have no effect upon the rights and obligations of the parties arising out of transactions occurring prior to the effective date of termination. In the event of termination of this Agreement, Dentist shall complete all Dental Care Services started prior to termination. Nonpayment for services rendered by Dentist to Member shall not be a valid reason for avoiding the 90 day notice of cancellation. B. In the event this Agreement is terminated, Dentist agrees prior to establishing future appointments with Members following said termination to notify Members that the Agreement is no longer in effect. In the event such notice is not given to Members, Dentist agrees to accept payment for services at a rate not exceeding the rate set forth in the Certificate. C. Dentist agrees that he or she will not induce nor attempt to induce, directly or indirectly, Members to cancel or to disenroll from Plan s coverage for a period of one year after the date in which this Agreement is terminated. D. This Agreement may be canceled at any time upon issuance of an order by the Department of Insurance. E. This Agreement may be terminated immediately by Plan if Dentist commits a material breech of this Agreement, including failure to charge Member in accordance with the Member s Certificate, or poses an immediate threat of physical harm to Members. XIV. AMENDMENTS AND MODIFICATION This Agreement may be amended by Plan upon notification to Dentist at least forty-five (45) days prior to any such amendment being effective. XV. GENERAL PROVISIONS A. This Agreement shall be deemed to have been made and shall be construed, interpreted and enforced pursuant to and in accordance with the laws of the state where the Dental Facility is located, or the state where the Member is employed, if different from the state where the Dental Facility is located. B. Any statute, act, ordinance, rule or regulation of any governmental authority with jurisdiction over Plan or Dentist shall have the effect of amending this Agreement to conform with the minimum requirements thereof. C. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, all of which shall remain enforceable in accordance with their terms. D. Except for the covenants specified herein, neither Plan nor Dentist shall contract with a third party in a manner that would bind or create an obligation for the other. E. The failure by either party hereto at any time to enforce any provision of this Agreement or to require performance by either party of any provision hereof shall in no way be construed to be a waiver of such provision or to affect the validity of this Agreement or any part hereof, or the right of either party thereafter to enforce each and every provision in accordance with the terms of this Agreement. F. In the event that Plan were to be deemed insolvent, Dentist shall provide services for the duration of the period for which Member's premium payment has been made. 6

G. The headings of the sections of this Agreement are inserted for convenience of reference only and shall in no way restrict or otherwise affect the construction of the terms or provisions hereof. H. Whenever the context hereof requires, the gender of all words shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. I. Dentist agrees to be bound by the terms of the Certificate and this Agreement shall be read in conjunction with and interpreted conjointly with the Subscribers Certificate. This Agreement and the applicable Certificate represent the full and complete agreement between Plan and Dentist with respect to the subject matter of this Agreement, and all written and oral agreements between Plan and Dentist heretofore existing, if any, are hereby expressly canceled and superseded by the terms and conditions of this Agreement. J. This Agreement is not exclusive in any respect. Dentist is entitled to enter into similar contracts and to maintain Dentist s private practice. Plan is free to enter into similar contracts with other Dentists. K. In the event either party resorts to arbitration or other legal action to enforce the terms and provisions of the Agreement (and, if applicable, as amended), the prevailing party shall be entitled to recover the cost of such action/arbitration so incurred including, without limitation, reasonable attorney fees and costs of such action and arbitration and necessary disbursements in addition to any other relief to which it may be entitled. V. Terms used in this Agreement, defined by applicable state laws and regulations, are used in a manner consistent with said definitions. IN WITNESS WHEREOF, the above parties have hereunto executed this Participating General Dentist Agreement the date and year as so notated in the Effective Date below. DENTIST (to be completed by Dentist) By: Signature Date Name (print) Title Address City and State ZIP Telephone: ( ) FEIN: PLAN (to be completed by Plan) By: Dental Director Date EFFECTIVE DATE: 7

LOCATION ATTACHMENT Please list each location that will be accepting Plan members: Owners Initials Date 8

ATTACHMENT A CAPITATION SCHEDULE Plan Code Capitation 9

ATTACHMENT B ADA Procedure [Plan Type] Code *Minimum Fee 10