EX-10.4 2 g66739ex10-4.txt PROVIDER AGREEMENT- OPHTHALMOLGIST 1 EXHIBIT 10.4 PROVIDER AGREEMENT PART I THIS AGREEMENT is made the ________ day of _____________________________, 200__, by and between ___________________________________________________________, with its principle place of business at ________________________________________________________________, hereinafter referred to as Provider, and Eye Care International, Inc. (ECI) with its principle place of business at 1511 N. Westshore Blvd., Suite 925, Tampa, Florida 33607. RECITALS WHEREAS, ECI markets a national vision plan Network consisting of, among others, ophthalmologists providing ECI patient members with the highest quality of ophthalmic services at reasonable prices; and WHEREAS, ECI and Provider desire to enter into an agreement whereby ECI will refer to Provider ECI members and participants located in the Providers geographical area; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: DUTIES OF PROVIDER 1. Provider agrees to provide medical and surgical services and products (if applicable) to all ECI members and participants (collectively called members) at prices set forth below. ECI shall not serve as insurer, guarantor or underwriter with respect to members' responsibility for payment for services or goods. 2. Provider understands that ECI may enter into agreements with patient groups providing for third party payment of Providers fees. Provider agrees to bill the member via either ECI or a designated payer for services (and products, if applicable - see Part II) rendered to the member. 3. Provider is responsible for billing and collections. Provider shall charge ECI non-Medicare patients 80% of the Medicare approved fees applicable to Providers location. For procedures not usually covered by Medicare, ECI members are to be charged 20% below your usual and customary fees. Medicare patients should be billed in accordance with your usual billing practices. QUALITY ASSURANCE Provider agrees that he or she shall complete and return to ECI quality assurance questionnaires which may be forwarded to the Provider by ECI. LICENSES Provider agrees to maintain all appropriate licenses required to conduct business, including malpractice insurance of not less than one-million dollars, and to otherwise conduct himself/herself in a manner consistent with the ethics of the medical profession. If requested, Provider agrees to provide ECI with proof of insurance coverage. IDENTIFICATION OF PROVIDER AS PARTICIPATING IN THE ECI NETWORK Provider hereby grants ECI the right to use his or her name, specialist certifications, business ads and telephone number for purposes of informing the ECI members (including sales efforts) and prospective members of the identities of the participating providers and for otherwise carrying out the terms and intents of this Agreement. CONSIDERATION PROVIDER WILL HAVE NO FINANCIAL OBLIGATION TO ECI. TERM OF AGREEMENT This Agreement shall be effective for a three (3) year period, commencing on the date that this Agreement is signed by ECI. Unless terminated, this Agreement 2 shall be automatically renewed for successive yearly periods. This Agreement may be terminated by either party immediately by reason of a material breach by the non-terminating party. ENTIRE AGREEMENT The Agreement contains the entire understanding between the parties. AGREEMENT NOT EXCLUSIVE Either party may enter into other similar agreements for performance of similar services; except that the Provider agrees that during for so long as this Agreement is in effect, and for a six (6) month period thereafter, he or she shall not join a providers national network servicing an entity the same as or similar to ECI; i.e., a non-insurance based national network of ophthalmologists offering medical services based on a RBRVS fee schedule (or a comparable schedule). Specifically excluded from the foregoing restrictions is any national insurance carrier, HMO, PPO or substantially similar type plan. CONFIDENTIALITY Provider agrees not to divulge the compensation, fees, rates and charges subject to this Agreement. Each party agrees on behalf of itself, its affiliates, officers, agents and employees that it will not, directly or indirectly, communicate, divulge or use for its own benefit, or for the benefit of any other person, or legal entity, any information or data concerning marketing, finances, methods, patients, contacts, operations, membership or any other information acquired or learned through the other. This provision shall survive the termination or expiration of this Agreement. NOTICE Any notice pertaining to the Agreement must be in writing, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested sent to the address of the respective parties herein set forth. GOVERNING LAW THIS AGREEMENT IS MADE IN THE COUNTY OF PINELLAS, STATE OF FLORIDA, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA. IF ANY OF TERMS OF THIS AGREEMENT DIFFER OR CONFLICT WITH ANY FEDERAL OR LOCAL LAWS, THE FEDERAL OR LOCAL LAWS SHALL PREVAIL AND THE CONFLICT PROVIDER AUTOMATICALLY HEREIN SHOULD BE DEEMED STRICKEN. FREE EYE EXAM PROGRAM: ECI members receive a certificate for one FREE EYE EXAM per family membership each year (excludes exams for contact lenses). A condition of this feature is that the initial prescription, if needed, must be filled at the provider location performing the exam (if you dispense). All other family members will pay the exam fee as provided for in this agreement. Please check one of the options below: ____ Please include us in the participating provider list that refers members to us for one free eye exam per family membership in the ECI vision plan. ____ Please do not include me in the free eye exam program. 2 3 PROVIDERS AND LOCATIONS Primary Office Location:_______________________________________________________ Address: ______________________________________________________________________ City: __________________________________________ State: __________ Zip:________ Telephone ___________________________ Office Hours: __________________________ List below all office locations, including zip codes that you would like listed in our computer directory, and the names of all providers servicing your practice for purposes of patient referrals. PROVIDERS NAME OFFICE LOCATION -------------- --------------- _____________________________ ___________________________________________ _____________________________ ___________________________________________ (IF ADDITIONAL SPACE IS NEEDED, PLEASE LIST ON A SEPARATE SHEET OF PAPER AND ATTACH TO THIS AGREEMENT.) Complete all categories that apply to your office(s): I. NUMBER OF II. SURGICAL PROCEDURES III. EXAMINATIONS/DISPENSING --------- ------------------- ----------------------- YES NO YES NO ____ M.D' s __ __ Cataract/Corneal/Glaucoma __ __ Eyeglass Exams ____ O.D' s __ __ Oculoplastics __ __ Contact Lens Exams ____ Opticians __ __ Pediatric Surgery __ __ Dispense Eyeglasses __ __ Retinal/Vitreal __ __ Dispense Contact Lenses __ __ RK/ALK Surgery __ __ Excimer Laser PLEASE LIST LANGUAGES, OTHER THAN ENGLISH, THAT YOU AND/OR YOUR PROFESSIONAL STAFF SPEAK. I SPEAK MY STAFF SPEAKS LEVEL OF FLUENCY ------- --------------- ---------------- ________________________ ____________________________ ______________________ ________________________ ____________________________ ______________________ NOTE: IF YOU DISPENSE, PLEASE COMPLETE PART II OF THIS AGREEMENT; IF NOT, PLEASE CHECK HERE _____________ . PLEASE BE SURE TO SIGN THIS AGREEMENT ON PAGE 4. 3 4 PART II PROVIDERS WHO DISPENSE EYE WEAR 1. Pricing and dispensing fees shall be as listed on PRICE SCHEDULE 1, or your current sale price, if lower. 2. Prices on contact lenses (disposables not included), non-prescription sunglasses, and all other sundry items shall be offered at a 20% discount off established retail. 3. PROVIDER agrees that, except in the case of the Free Eye Exam program, it will release to Program Members their eyewear prescription resulting from an examination. 4. PROVIDER will honor a 30-day unconditional guarantee to Program Members by refunding their money if for any reason they return their glasses or contacts within 30 days from the date of purchase. Exams are not included in the guarantee. 5. PROVIDER shall warrant and guarantee the satisfaction of the products and services sold to ECI Members consistent with industry standards and other guarantees otherwise offered by PROVIDER. SIGNATURE I (the individual eye care/eye wear {if applicable} provider or authorized company officer) hereby applies for membership. Authorized by: Authorized by Eye Care International, Inc. ___________________________ __________________________________________ Name and title (signature) Name and title (signature) ___________________________ __________________________________________ Print name Acceptance Date 4 5 EYE CARE INTERNATIONAL, INC. PRICE SCHEDULE 1 DISPENSING FEE (PER PAIR):
---------------------------------------------------------------------------------------------------------------------- Single Vision.................................$30.00 Cataract or other specialty lenses.................$50.00 Bifocal...................................... 35.00 Frame only......................................... 15.00 Trifocal..................................... 40.00 Lenses only.................1/2the regular dispensing fee Progressive.................................. 50.00 ----------------------------------------------------------------------------------------------------------------------
GLASS AND PLASTIC LENSES: Edged and Assembled for ZYL frames Sphere PL to +/-400 Cylinder .025 to -400 (For higher powers add $1.00 per lens, per diopter)
---------------------------------------------------------------------------------------------------------------------- Per Pair Per Pair -------- -------- Single Vision...................................$19.95 Executive Bifocal..................................$39.95 Bifocal (25, 28, RD)............................ 34.95 Executive Trifocal..................................54.95 Trifocal (25, 28)............................... 46.95 Blended Bifocal.....................................52.95 Bifocal (35).................................... 39.95 Progressive.........................................73.95 Trifocal (8X35)................................. 54.95 Varilux.............................................85.95 ----------------------------------------------------------------------------------------------------------------------
ADDITIONAL CHARGES PER PAIR:
---------------------------------------------------------------------------------------------------------------------- SINGLE VISION BIFOCAL TRIFOCAL PROGRESSIVE ------------- -------- -------- ----------- Oversize 56 Eye Size and Over $ 7.00 $ 10.00 $10.00 $ -- FDA Hardening and Testing 4.00 4.00 4.00 4.00 Prescribed Prism (.25 to 3.00) 4.00 4.00 4.00 4.00 TINT: Glass: Rose 1 & 2 6.00 9.00 10.00 -- Green & Gray 2 & 3 6.00 9.00 10.00 -- Plastic: all solid 7.00 7.00 7.00 7.00 Plastic: single gradient 9.00 9.00 9.00 9.00 Plastic: double gradient 11.00 11.00 11.00 11.00 UV 400 9.00 9.00 9.00 9.00 Photochromic 11.00 19.00 24.00 24.00 Transitions 53.00 66.00 66.00 66.00 Factory Scratch Coat 12.00 14.00 14.00 -- Polycarbonate 14.00 18.00 33.00 40.00 Lite Style 25.00 29.00 44.00 51.00 Ultra Litestyle 33.00 37.00 52.00 59.00 High Index 40.00 48.00 48.00 48.00 Wire Mounting 4.00 4.00 4.00 4.00 Rimless Mounting 8.00 8.00 8.00 8.00 Edge & Mount Half Eye 7.00 -- -- -- Polish Edges 8.00 8.00 8.00 8.00 Over 3.00 Add -- 9.00 9.00 9.00 Multi-Layered AR Coating 29.95 29.95 29.95 29.95 Mirage 2000 32.95 32.95 32.95 32.95
FRAMES: Charge current FRAMES or FRAME FAX price. If the frame is not listed in either aforementioned periodicals, charge acquisition cost. OTHER ITEMS: CONTACT LENSES (disposables not included), NON-PRESCRIPTION Sunglasses: give a 20% discount off your established retail price. ALL OTHER ITEMS NOT LISTED (i.e. sundry items), give 30% off your established retail price. NOTE: IF PROVIDER'S ACQUISITION COST OF FRAMES AND/OR LENSES IS HIGHER THAN THE SCHEDULE, CHARGE THE ACQUISITION COST. 5