Drafts managed care contracts between MCOs and healthcare providers covering payment methodology (FFS/capitation), credentialing, utilization management, HIPAA compliance, quality assurance (HEDIS/CAHPS), termination, indemnification, and dispute resolution. Ensures compliance with Anti-Kickback Statute, Stark Law, CMS MA/Medicaid guidelines, state insurance laws, and NCQA/URAC standards. Use when establishing provider networks, onboarding providers, updating managed care agreements, or negotiating MCO-provider contracts.
Drafts managed care contracts between MCOs and healthcare providers covering payment methodology (FFS/capitation), credentialing, utilization management, HIPAA compliance, quality assurance (HEDIS/CAHPS), termination, indemnification, and dispute resolution. Ensures compliance with Anti-Kickback Statute, Stark Law, CMS MA/Medicaid guidelines, state insurance laws, and NCQA/URAC standards. Use when establishing provider networks, onboarding providers, updating managed care agreements, or negotiating MCO-provider contracts.
Drafts the contract governing the legal and operational relationship between a managed care organization (MCO) and a healthcare provider for delivery of services under managed care plans.
Prerequisites
Party information — MCO: legal name, entity type, state of incorporation, insurance license number, accreditation (NCQA/URAC/AAAHC). Provider: legal name, entity type, NPI, license numbers, DEA registration, board certifications, practice addresses
Payment terms — FFS rates (% of Medicare or proprietary schedule) or capitation PMPM rates with risk adjustment methodology
Regulatory context — applicable state managed care statutes; whether contract covers commercial, Medicare Advantage, and/or Medicaid managed care lines of business
Denials by physicians/licensed practitioners using MCG, InterQual, or MCO medical policies
Appeal: 30–60 days to submit; expedited within 72 hours for urgent; external IRO review per ACA/state law
Provider assumes financial responsibility for services rendered without required prior authorization
Audits: On-site with 10–30 days notice; provider cooperates (records, facility, staff); findings may trigger corrective action or recoupment.
Article VI: Term, Renewal & Termination
Term: 1–3 years initial; auto-renewal for 1-year terms unless 90–180 days written non-renewal notice.
Without Cause: 90–180 days written notice; MCO notifies affected members.
For Cause (30 days or immediate): License loss/suspension; Medicare/Medicaid exclusion (Section 1128 SSA); uncured material breach; fraud/misrepresentation; failure to maintain insurance; felony conviction; conduct threatening member safety.
Automatic Termination: Provider death/disability (individual); dissolution/bankruptcy; MCO loss of state insurance license; mutual agreement.
Post-Termination:
Transitional care: 90 days active treatment; through delivery + postpartum; extended for life-threatening conditions
Claims deadline: 60–90 days post-termination
Return MCO property; surviving obligations: payment, record retention, PHI confidentiality
Article VII: HIPAA & Data Protection
PHI exchange permitted for treatment, payment, healthcare operations without patient authorization; minimum necessary standard applies
Both parties execute BAAs with subcontractors per HIPAA Omnibus Rule
Breach notification within 24–72 hours; risk assessment per HIPAA 4-factor test; breaching party bears costs
Security safeguards: administrative, physical, technical per HIPAA Security Rule; encryption at rest and in transit
Data retention: 6–10 years per state law; return/destroy PHI on termination (except legally required retention)
Article VIII: Indemnification & Insurance
Mutual Indemnification: Each party indemnifies for its negligence, willful misconduct, breach, or legal violations; includes duty to defend.
Scope Distinction:
Provider: malpractice, negligent treatment, failure to obtain informed consent, improper PHI disclosure — applies even if MCO UM decisions also alleged, provided provider conduct was proximate cause
Jurisdiction-specific: Verify state managed care statutes, prompt payment laws, and insurance filing requirements — timelines and interest rates vary by state
Line of business: For Medicare Advantage, incorporate 42 CFR Part 422 [VERIFY]; for Medicaid managed care, 42 CFR Part 438 [VERIFY] and state Medicaid agency requirements
Accreditation alignment: Ensure contract terms satisfy NCQA/URAC standards if MCO holds or seeks accreditation
Anti-Kickback safe harbors: Structure payment to fit personal services safe harbor (42 CFR § 1001.952(d)) [VERIFY] — fair market value, commercially reasonable, written, specifying services
Do not include specific payment rates without client instructions — use placeholders
Do not draft as if representing both parties — maintain drafter's perspective
Balance billing prohibition must be explicit and unambiguous — required by most state laws and CMS for government programs
Transitional care obligations are often statutorily mandated — verify minimum periods under applicable state law
