Commercial HMO Participating Provider Agreement

This Agreement is entered into by and between Ridgeline Health Partners, a multi-specialty physician group ("Provider"), and Ironwood National Insurance ("Plan"), and is identified in Provider's records as RHP-PAY-0004.

The parties enter into this Agreement in respect of Commercial HMO Participating Provider Agreement, upon the terms and conditions set forth below.

The initial term commences on Oct 2, 2021 and continues for twelve (12) months unless earlier terminated in accordance with this Agreement.

The term currently in effect ends on Oct 2, 2026.

Unless terminated as provided herein, this Agreement shall renew automatically for successive twelve (12) month terms. Notice of non-renewal must be received not less than ninety (90) days prior to the anniversary date. Rates set forth in Attachment 1 shall remain in effect during any renewal term unless amended by mutual written agreement.

For the avoidance of doubt, notice of non-renewal must be delivered not less than 90 days prior to the end of the then-current term.

Plan shall provide the services described in Exhibit A in accordance with the standards of care and performance set forth therein, and shall maintain all licenses, certifications and approvals required to perform such services.

Provider shall submit all claims for covered services within the timely filing period set forth in the provider manual. Plan shall adjudicate clean claims within the period required by applicable law.

Provider shall not bill or otherwise seek payment from a covered person for covered services, except for applicable copayments, coinsurance and deductibles.

Each party shall comply with all applicable federal and state laws and regulations, including without limitation the federal Anti-Kickback Statute, the physician self-referral law, and the privacy and security regulations promulgated under the Health Insurance Portability and Accountability Act.

Each party shall hold in confidence all confidential information of the other party and shall not disclose such information except as required to perform its obligations or as required by law. The obligations of this section survive termination.

Either party may terminate this Agreement upon material breach by the other party which remains uncured thirty (30) days after written notice describing the breach in reasonable detail.

Termination does not relieve either party of obligations accrued prior to the effective date of termination.

All notices required or permitted hereunder shall be in writing and delivered to the address for notices set forth below, and shall be deemed given upon receipt.

Ridgeline Health Partners, Attention: Contract Administration, with a required copy to the Office of General Counsel.

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

This Agreement is governed by the laws of the State of Tennessee without regard to its conflict of laws principles.

This document, together with its exhibits and any executed amendments, constitutes the entire agreement of the parties and supersedes all prior understandings.

Executed by authorised representatives of both parties. A complete signed original is held in the register.