The terms and conditions herein are included to meet federal statutory and regulatory requirements of the federal Medicare Advantage program under Part C of Title XVIII of the Social Security Act (“Medicare Advantage Program”). Provider understands that the specific terms as set forth herein are subject to amendment in accordance with federal statutory and regulatory changes to the Medicare Advantage program. Such amendment shall not require the consent of provider or Cigna-HealthSpring and will be effective immediately on the effective date thereof.

Books and Records; Governmental Audits and Inspections

Provider shall permit the Department of Health and Human Services (“HHS”), the Comptroller General, or their designees to inspect, evaluate and audit all books, records, contracts, documents, papers and accounts relating to provider’s performance of the Agreement and transactions related to the CMS Contract (collectively, “Records”). The right of HHS, the Comptroller General or their designees to inspect, evaluate and audit provider’s Records for any particular contract period under the CMS Contract shall exist for a period of ten (10) years from the later to occur of (i) the final date of the contract period for the CMS Contract or (ii) the date of completion of the immediately preceding audit (if any) (the “Audit Period”). Provider shall keep and maintain accurate and complete Records throughout the term of the Agreement and the Audit Period.

Privacy and Confidentiality Safeguards

Provider shall safeguard the privacy and confidentiality of customers and shall ensure the accuracy of the health records of customers. Provider shall comply with all state and federal laws and regulations and administrative guidelines issued by CMS pertaining to the confidentiality, privacy, data security, data accuracy and/or transmission of personal, health, enrollment, financial and consumer information and/or medical records (including prescription records) of customers, including, but not limited, to the Standards for Privacy of Individually Identifiable Information promulgated pursuant to the Health Insurance Portability and Accountability Act.

Customer Hold Harmless

Provider shall not, in any event (including, without limitation, non- payment by Cigna-HealthSpring or breach of the Agreement), bill, charge, collect a deposit from, seek compensation or remuneration or reimbursement from or hold responsible, in any respect, any customer for any amount(s) that Cigna-HealthSpring may owe to provider for services performed by provider under the Agreement. This provision shall not prohibit provider from collecting supplemental charges, copayments or deductibles specified in the benefit plans. Provider agrees that this provision shall be construed for the benefit of the customer and shall survive expiration, non-renewal or termination of the Agreement regardless of the cause for termination.

Delegation of Activities or Responsibilities

To the extent activities or responsibilities under a CMS Contract are delegated to provider pursuant to the Agreement (“Delegated Activities”), provider agrees that (i) the performance of the Delegated Activities and responsibilities thereof shall be subject to monitoring on an ongoing basis by Cigna-HealthSpring; and (ii) in the event that the Cigna-HealthSpring or CMS determine that provider has not satisfactorily performed any Delegated Activity or responsibility thereof in accordance with the CMS Contract, applicable state and/or federal laws and regulations and CMS instructions, then Cigna-HealthSpring shall have the right, at any time, to revoke the Delegated Activities by terminating the Agreement in whole or in part, and shall have the right to institute corrective action plans or seek other remedies or curative measures as contemplated by the Agreement. Provider shall not further delegate any activities or requirements without the prior written consent of Cigna-HealthSpring. To the extent that the Delegated Activities include professional credentialing services, provider agrees that the credentials of medical professionals affiliated or contracted with provider will either be (i) directly reviewed by Cigna-HealthSpring, or (ii) provider’s credentialing process will be reviewed and approved by Cigna-HealthSpring and Cigna-HealthSpring shall audit provider’s credentialing process on an ongoing basis. Provider acknowledges that Cigna-HealthSpring retains the right to approve, suspend or terminate any medical professionals, as well as any arrangement regarding the credentialing of medical professionals. In addition, provider understands and agrees that Cigna-HealthSpring maintains ultimate accountability under its Medicare Advantage contract with CMS. Nothing in this Agreement shall be construed to in any way limit Cigna-HealthSpring’s authority or responsibility to comply with applicable regulatory requirements.

Prompt Payment

Cigna-HealthSpring agrees to pay provider in compliance with applicable state or federal law following its receipt of a “clean claim” for services provided to Cigna-HealthSpring customers. For purposes of this provision, a clean claim shall mean a claim for provider services that has no defect or impropriety requiring special treatment that prevents timely payment by Cigna-HealthSpring.

Compliance with Cigna-HealthSpring’s Obligations, Provider Manual, Policies and Procedures

Provider shall perform all services under the Agreement in a manner that is consistent and compliant with Cigna-HealthSpring’s contract(s) with CMS (the “CMS Contract”). Additionally, provider agrees to comply with the Cigna-HealthSpring Provider Manual and all policies and procedures relating to the benefit plans.


Cigna-HealthSpring maintains ultimate accountability for adhering to and otherwise fully complying with all terms and conditions of its contract with CMS. Provider shall not subcontract for the performance of Covered Services under this Agreement without the prior written consent of Cigna-HealthSpring. Every subcontract between provider and a subcontractor shall (i) be in writing and comply with all applicable local, state and federal laws and regulations; (ii) be consistent with the terms and conditions of this Agreement; (iii) contain Cigna-HealthSpring and customer hold harmless language as set forth in Section 3 hereof; (iv) contain a provision allowing Cigna-HealthSpring and/or its designee access to such subcontractor’s books and records as necessary to verify the nature and extent of the Covered Services furnished and the payment provided by provider to subcontractor under such subcontract; and (v) be terminable with respect to customers or benefit plans upon request of Cigna-HealthSpring.

Compliance with Laws

Provider shall comply with all state and federal laws, regulations and instructions applicable to provider’s performance of services under the Agreement. Provider shall maintain all licenses, permits and qualifications required under applicable laws and regulations for provider to perform the services under the Agreement. Without limiting the above, Provider shall comply with federal laws designed to prevent or ameliorate fraud, waste and abuse, including but not limited to applicable provisions of federal criminal law, the False Claims Act (31 U.S.C. 3729 et. seq.) and the anti-kickback statute (section 1128B(b) of the Social Security Act).

Program Integrity

Provider represents and warrants that provider (or any of its staff) is not and has not been (i) sanctioned under or listed as debarred, excluded or otherwise ineligible for participation in the Medicare program or any federal program involving the provision of health care or prescription drug services, or (ii) criminally convicted or has a civil judgment entered against it for fraudulent activities. Provider shall notify Cigna-HealthSpring immediately if, at any time during the term of the Agreement, provider (or any of its staff) is (i) sanctioned under or listed as debarred, excluded or otherwise ineligible for participation in the Medicare program or any federal program involving the provision of health care or prescription drug services, or (ii) criminally convicted or has a civil judgment entered against it for fraudulent activities. Provider acknowledges that provider’s participation in Cigna-HealthSpring shall be terminated if provider (or any of its staff) is debarred, excluded or otherwise ineligible for participation in the Medicare program or any federal program involving the provision of health care or prescription drug services.

Continuation of Benefits

Provider shall continue to provide services under the Agreement to customers in the event of (i) Cigna-HealthSpring’s insolvency, (ii) Cigna-HealthSpring’s discontinuation of operations or (iii) termination of the CMS Contract, throughout the period for which CMS payments have been made to Cigna-HealthSpring, and, to the extent applicable, for customers who are hospitalized, until such time as the customer is appropriately discharged.

Incorporation of Other Legal Requirements

Any provisions now or hereafter required to be included in the Agreement by applicable federal and/or state laws and regulations or by CMS shall be binding upon and enforceable against the parties to the Agreement and be deemed incorporated herein, irrespective of whether or not such provisions are expressly set forth in this manual or elsewhere in your agreement.


In the event of a conflict between any specific provision of your agreement and any specific provision of the manual, the specific provisions of your agreement shall control.