4Payor Contracting 101
the physician requested policies, procedures, and
guidelines from the payor and reviewed these documents
prior contracting? Does the contract require notice of
changes to documents that are incorporated into the
contract? Can a physician terminate the contract if the
terms of updated documents are not acceptable?
Utilization and Quality Review
Utilization/Quality Review Structures Are utilization
review (UR) and quality review structures reasonable and
clearly dened? Are each party’s roles and responsibilities
clearly dened? Is the UR administrator who is responsible
for UR determinations identied? Does physician have a
right to independent external review? Does the contract
require prior written notice for amendments to UR terms?
Does the practice have the ability to terminate the contract
if amended terms are not acceptable? If so, how
burdensome is the process (e.g., simple notice vs.
mandatory arbitration)?
Prior Authorization/Concurrent/Retrospective Review
Does the contract clearly identify (or point to specic,
easily accessed electronic lists) services, drugs, or supplies
that are subject to prior authorization? Are procedures
clear, workable, and timely (i.e. specic prior authorization
processing times; urgent prior authorization process and
associated processing time)? Does the payor oer
electronic prior authorization processing via standard
electronic transactions integrated within practice
management systems/electronic health records (vs. payor
portals)? Does payment continue even if an enrollee loses
eligibility during a course of treatment? Are there
limitations on payor’s ability to deny payment, particularly
if its prior authorization or concurrent review process
approved the care? What are the qualications of the
medical personnel reviewing prior authorizations (Are
they guaranteed to be in the same medical specialty or
subspecialty?)? The AMA has prior authorization
resources available.
Appeals and Dispute Resolution Does the contract
address physician’s appeal rights? Does the contract
address the process for grievance or dispute resolution
regarding claims or denials based on UR?
Term and Termination How long is the initial term?
Does the contract automatically renew? This can be
problematic if payors are changing contract terms
(especially rates) and changes are not transparent to the
physician. Can the contract be terminated by either party
without cause upon written notice (e.g., 30 to 90 days’
prior written notice)? Can the contract be terminated
immediately in certain circumstances (e.g., loss of license,
insolvency, exclusion from federal health care programs;
non-payment)? Do parties have an opportunity to cure a
material breach after receiving notice of the breach? If so,
how long is the cure period? Can the physician terminate
on written notice for non-payment? If so, can the
physician terminate the whole arrangement due to
breach by a single plan? Or, can the physician terminate
his or her participation in a single plan without
terminating the whole arrangement? Can the physician
terminate the agreement without penalties in response to
a unilateral amendment or material policy change (note
that some state laws require payors to oer this option)?
Eect of Termination Can the physician terminate the
physician’s participation in an individual plan(s) without
terminating the entire contract? Which terms survive
termination? Is the physician’s obligation to continue to
provide services time-limited, and is the payor obligated
to pay the contact price during that time? Is a physician
prohibited from rejoining the network after termination?
What are the post-termination rates for the payor and
plans that were covered by the contract?
Amendment Are all changes or amendments required to
be in writing and signed by both parties or can a party
propose amendments unilaterally? If the latter, can the
other party object and dispute the amendment or
terminate the agreement? Is the physician bound by any
“click-through” provisions online?
Assignment/Change of Control Does the agreement
terminate upon the change of control of either party?
When is notice required for a change of control (e.g., new
EIN/NPI, change in controlling interest)? Does the contract
prohibit assignment, delegation, or subcontracting by
either party without prior written notice and/or consent?
Are there any exceptions?
Indemnication Do the indemnication terms apply to
both parties? Do the protections include agents and
employees? Do the indemnication terms jeopardize
physician’s liability insurance coverage? Do these terms
survive the termination of the contract?
Non-Solicitation Does the agreement restrict the
physician from contacting or otherwise soliciting his or
her patients after it is terminated? Does it limit physicians’
communications with ongoing patients related to
utilization of other providers within a network?
Dispute Resolution How are costs allocated? How are the
mediator(s) or arbitrator(s) selected? Where will mediation
or arbitration occur? Is arbitration binding or non-
binding? What types of disputes must be resolved
through arbitration?
Operational Considerations Can the payor outsource
functions that may aect the speed or reliability of
payment or communications? Does the payor require use
of third parties for any functionalities (i.e. prior
authorization for certain service types with a benet
manager, or contracting with a third-party company for
electronic payments)? If a third party is involved, what is
the turnaround time for requested information? Are there