esis, inc. v. coventry health care workers compensation, inc. complaint

7/28/2019 ESIS, INC. v. COVENTRY HEALTH CARE WORKERS COMPENSATION, INC. Complaint

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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

ESIS, INC.,

436 Walnut StreetPhiladelphia, PA 19106

Plaintiff,

v.

COVENTRY HEALTH CARE WORKERSCOMPENSATION, INC.,6705 Rockledge DriveSte 900

Bethesda, MD 20817

Defendant.

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CIVIL ACTION NO. ______________

NOTICE OF REMOVAL

PLEASE TAKE NOTICE THAT, pursuant to 28 U.S.C. 1332, 1441, 1446, Defendant

Coventry Health Care Workers Compensation, Inc. (Coventry) respectfully removes the

above-captioned action from the Court of Common Pleas of Philadelphia County, Pennsylvania

to the United States District Court for the Eastern District of Pennsylvania. In support, Coventry

respectfully states as follows:

THE STATE COURT LITIGATION

1. On March 22, 2013, Plaintiff ESIS, Inc. (ESIS) commenced an action against

Coventry entitledESIS, Inc. v. Coventry Health Care Workers Compensation, Inc., Case ID

130303385, in the Court of Common Pleas of Philadelphia County, Pennsylvania (the State

Court Litigation). A copy of the Complaint in the State Court Litigation is attached hereto as

Exhibit A. In the State Court Litigation, ESIS alleged that it is a third-party insurance claims

administrator whose clients include employers and insurance companies who contract with ESIS

Case 2:13-cv-02957-JD Document 1 Filed 05/29/13 Page 1 of 40


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to provide claims adjustment services for workers compensation claims filed by their

employees/insureds. (Compl. 4-5). ESIS alleged that it entered into a contract with a

Coventry predecessor-in-interest for bill review services. (Compl. 9). More specifically, ESIS

alleged that Coventrys predecessor-in-interest and, later, Coventry was required to review

medical bills to identify proper payment amounts. (Compl. 10-15). ESIS alleged that

Coventrys predecessor-in-interest and Coventry failed properly to perform their obligations and,

as a result, certain medical providers have claimed that ESIS is obligated to pay them at least

$880,000 in additional funds, an amount ESIS alleged is expected to increase substantially in

the coming months. (Compl. 16-20). ESIS further alleged that it has incurred more than

$200,000 in legal and other fees in responding to those claims from medical providers. (Compl.

21).

2. On May 1, 2013, ESIS served a copy of the Complaint in the State Court

Litigation upon Coventry. No other proceedings have been held in this action, and the

Complaint constitutes all process and pleadings served upon Coventry.

3. This Notice of Removal is timely filed pursuant to 28 U.S.C. 1446(b) because it

is filed within thirty (30) days after service of the Complaint.

DIVERSITY JURISDICTION EXISTS IN THIS COURT

4. This Court has original jurisdiction pursuant to 28 U.S.C. 1332.

5. 28 U.S.C. 1332 provides, in relevant part, that district courts shall have original

jurisdiction of all civil actions where the matter in controversy exceeds the sum or value of

$75,000, exclusive of interest and costs, and is between . . . citizens of different States.

6. Pursuant to 28 U.S.C. 1332(c)(1), a corporation is deemed a citizen of the state

where it has its principal place of business and the state under whose laws it is incorporated.



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7. ESIS alleges that it is, and was at the time of filing of the Complaint, a

corporation organized and existing under the laws of the Commonwealth of Pennsylvania with

its principal place of business in the Commonwealth of Pennsylvania. (Compl. 1.)

Accordingly, ESIS is a citizen of the Commonwealth of Pennsylvania.

8. Defendant Coventry is, and was at the time of the filing and service of the

Complaint, a corporation organized and existing under the laws of the State of Delaware with its

principal place of business in the State of Maryland. (Compl. 2.) Accordingly, Defendant is a

citizen of the States of Delaware and Maryland.

9. Complete diversity of citizenship exists among the parties as required by 28

U.S.C. 1332(a).

10. The amount in controversy also exceeds the sum or value of $75,000, exclusive of

interest and costs, as required by 28 U.S.C. 1332(a). While the fact and amount of any legal

damage is in dispute, ESIS seeks more than $200,000 allegedly incurred in responding to

medical providers claims for additional payments and further alleges that the amount of those

claims exceeds $880,000. (Compl. 20-21).

OTHER PREREQUISITES FOR REMOVAL HAVE BEEN SATISFIED

11. Venue is proper because the Court of Common Pleas of Philadelphia County,

Pennsylvania, which is the court in which ESIS initiated the State Court Litigation, is within the

district and division of this Court. 28 U.S.C. 1441(a).

12. Concurrent with the filing of this Notice of Removal, written notice of the filing

of this Notice of Removal is being given to Plaintiff pursuant to 28 U.S.C. 1446(d). In

addition, a copy of this Notice of Removal will be filed promptly with the Prothonotary of the

Court of Common Pleas of Philadelphia County, Pennsylvania.

13. A completed Federal Civil Cover Sheet accompanies this Notice of Removal.



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14. By filing this Notice of Removal in this matter, Coventry does not waive its right

to assert any and all defenses, counterclaims and/or objections in this case.

WHEREFORE, Defendant Coventry respectfully removes that this action from the Court

of Common Pleas of Philadelphia County, Pennsylvania to this Court.

Date: May 29, 2013 Respectfully submitted,

MORGAN, LEWIS & BOCKIUS LLP

/s/ Kristofor T. Henning

Kristofor T. Henning (I.D. No. 85047)Carolyn F. Yen (I.D. No. 201083)MORGAN, LEWIS & BOCKIUS LLP1701 Market StreetPhiladelphia, PA 19103-2921Telephone: (215) 963-5000Facsimile: (215) [email protected]@morganlewis.com

Attorneys for Defendant Coventry Health Care

Workers Compensation, Inc.



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CERTIFICATE OF SERVICE

I, Carolyn F. Yen, hereby certify that, on this 29th day of May 2013, a true and correct

copy of Coventry Health Care Workers Compensation, Inc.s Notice of Removal was filed with

the clerk of the Eastern District of Pennsylvania and served via email and first class U.S. mail

upon:

Noah H. Charlson (I.D. No. 89210)BAZELON LESS & FELDMAN, P.C.1515 Market Street, Suite 700Philadelphia, PA 19102Telephone: (215)568-1155

[email protected]

Counsel for Plaintiff ESIS, Inc.

/s/ Carolyn F. YenCarolyn F. Yen



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EXHIBIT A



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Noah H. Charlson, Esquire, I.D. # [email protected] LESS & FELDMAN, P.C.1515 Market Street, Suite 700Philadelphia, PA 19102(215) 568-1155

NOT AN ARBITRATION CASEJURY TRIAL DEMANDED

ESIS, INC. .,OURT OF COMMON PLEAS436 Walnut StreetPhiladelphia, PA 19106,HILADELPHIA COUNTY, PAPlaintiff, MARCH TERM, 2013v.IVIL ACTION NO.COVENTRY HEALTH CARE WORKERSCOMPENSATION, INC.,6720-B Rockledge Drive, Suite 700Bethesda, MD 20817,

Defendant.

COMPLAINT

Plaintiff ESIS, Inc. ("ESIS"), by and through its undersigned attomeys, as and for acomplaint against defendant Coventry Health Care Workers Compensation, Inc. ("Coventry"),alleges as follows.

PARTIES1. Plaintiff ESIS is a corporation that is organized and existing under the laws of the

Commonwealth of Pennsylvania, with its principal place of business in Pennsylvania.2. Upon information and belief, defendant Coventry is a Delaware Corporation,

headquartered in Bethesda, Maryland.VENUE

3. Venue is proper in this County because Plaintiff is a resident of Philadelphia.1

Case ID: 130303385



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BACKGROUND4. ESIS is a national third-party insurance claims administrator in the business of

providing claims adjustment services in various industries.5. Among ESIS's clients are various employers and insurance companies, who

contract with ESIS to provide, inter alia, claims adjustment services for workers compensationclaims filed by their employees/insureds.

6. As part of its claims adjustment services, ESIS in turn contracts with nationalmanaged care companies ("MCCs") to provide a variety of managed care services relative toworkers compensation claims including bill review services.

7. MCCs also typically enter into Preferred Provider Organization ("PPO")Agreements with medical providers (e.g., doctors, therapists, hospitals, dialysis centers, medicallaboratories, etc.), sometimes doing so through separate intermediary companies, by which theproviders agree to accept discounted rates for services provided to their patients subject to thePPO contract .

8. MCCs also perform certain "cost contaitu-nent services," by which the MCC willreview invoices submitted by various health care providers for services provided to injuredclaimants in order to determine whether among other things such invoices are consistent with theusual and customary charges (sometimes called Prevailing Community Rates) for those services,whether they are properly discounted pursuant to any applicable PPO contract, and for any otherapplicable discount.

THE CONCENTRA AGREEMENT9. By contract dated September 1, 2002, ESIS entered into a written contract with an

MCC, Coventry's predecessor-in-interest, Concentra Integrated Health Services, Inc.("Concentra"), whereby Concentra agreed to perform a variety of services for and on behalf of

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ESIS, including performing "Provider 'Bill Review" services. A copy of the written contract (the'"Agreement") is attached hereto as Exhibit "A".

10. The Provider Bill Review services set forth in the Agreement required Concentrato, among other things, review medical bills to capture reductions in fees for usual andcustomary and/or fee schedule adjustments, as well as application of preferred providerorganization and pharmacy program discounts. See Exh. A, Agreement, Schedule A at p.14.Concentra was compensated on a specified per-line reviewed fee schedule for Provider BillReview services.

11. Concentra further agreed to provide discounts to ESIS customers throughConcentra's relationships and/or contracts with PPO's. In addition to its compensation forProvider Bill Review services, Concentra was e compensated by receiving 22% of the savings itachieved through PPO discounts. Id., p. 15.

ASSIGNMENT TO COVENTRY12. Upon information and belief, in February 2007, Concentra's MCC business was

acquired by defendant Coventry. As a result, by agreement dated February 23, 2007, Concentraassigned the Agreement to defendant Coventry, with ESIS' written consent. A copy of thenotice of assignment sent to ESIS is attached as Exhibit "B" hereto. Accordingly, after Febmary23, 2007, Coventry obligated itself to perform all of the obligations for future services under theAgreement.

13. Thereafter, Coventry performed the services previously performed by Concentra,including reviewing Virginia workers compensation claims submitted to it by ESIS, andcalculating payment reductions for each bill for each health care provider.

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14. Upon Coventry's (and 'previously Concentra's) review of each providerESIS would process payment to the provider in accordance with Coventry's (and previouslyConcentra's) calculations.

15. Coventry also assumed Concentra's PPO agreements, and purported to continueto provide those discounts to ESIS and its customers, and also, upon information and belief,entered into new PPO agreements following the Assignment.

THE PROVIDER CLAIMS16. Numerous medical providers located in the Commonwealth of Virginia have

submitted claims to ESIS, and/or have filed claims with the Virginia Workers CompensationBoard against ESIS's clients and insurers, claiming that, inter alia, (1) the providers wereimproperly underpaid in violation of applicable PPO Agreements; (2) their invoices werediscounted in absence of valid contract and/or in violation of law; and/or (3) that ESISmiscalculated the usual and customary charges applicable to the services which they provided(the "Provider Claims").

17. The Provider Claims can be grouped into several categories among which are: (1)claims challenging the accuracy of the PCR rates (prevailing community rates) paid by ESIS; (2)claims challenging the accuracy of the PPO discounts applied by ESIS based on Coventry'scalculations; (3) claims alleging that PPO discounts were improperly applied without a validPPO agreement between the provider and Coventry; and (4) misapplication and/ormiscalculation of prevailing community rates.

18. ESIS learned, after the fact, that, in some cases, for example, Coventry allowed itsPPO contracts with providers to lapse by failing to effectuate properly a valid renewal despite itsright to do so, and then nevertheless continued to reduce the providers' bills as if the PPOcontract and its resulting discounts remained in effect.

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19. As a result of Coventry's failure to renew and/or properly maintam PPOContracts, ESIS and its clients were deprived of the PPO discounts that were previouslyavailable, and which Coventry was bound by contract to provide, pursuant to the Agreementwith ESIS; and ESIS has been and will in the future be required to pay additional amounts tothe providers in order to resolve the Provider Claims.

20. As of this filing, the aggregate Provider Claims submitted to ESIS allege in excessof $1 6 million in underpayments, at least $880,000 of which is believed to have accruedfollowing Coventry's assumption of the Concentra Agreement. The total amount of the ProviderClaims is expected to increase substantially in the coming months.

21. ESIS has also incurred substantial legal fees and other expenses in responding tothe Provider Claims, exceeding $200,000 as of the date of this filing. Those fees and expenseswill likewise increase.

THE INDEMNIFICATION AG REEMENT22. Section 8.1 of the Agreement (hereafter the "Indemnification Clause") requires

Concentra, and now Coventry by virtue of the Assignment to Coventry, to defend and indemnifyESIS, as follows:

8.1 Indemnification by C oncentra [and now also C oventry].Concentra [and now also Coventry] hereby covenants and agreesto indemnify, defend, and hold harmless the [sic] ESIS, and the[sic] ESIS 's officers, directors, employees, and affiliates, from andagainst any and all liability, loss, cost, or expense (including,without limitation, reasonable attorneys' fees) arising out ofConcentra's [and now Coventry's] breach of this Agreement, orthe negligence or willful misconduct of Concentra [and nowCoventry] in the performance of its duties and obligations pursuantto this Agreement.

Exh. A, Agreement,T. 8.1.23. The Agreement further provides that

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In the event of any litigation between the parties relating to thisAgreement, the prevailing party shall be entided to recover fromthe other party all reasonable attomeys' fees and other reasonablecosts incurred in connection [with the litigation] and in pursuingand collecting remedies, relief and damages."

/d.,11. 9.7 (emphasis added).

24. On multiple occasions, ESIS has demanded that Coventry indemnify, defend andhold ESIS and harmless from and against the Provider Claims, Coventry has rejected ESIS' sdemands on each occasion.

COUNT IBREACH OF CONTRACT

25. ESIS repeats and realleges each of the foregoing paragraphs as if fully set forthherein.

26. The Agreement required Coventry, to accurately review provider bills onESIS 'behalf, and to properly calculate all applicable discounts for the provider services provided.

27. The Agreement further required Coventry, to make the PPO networks available toESIS' clients, and to calculate the resulting discounts for ESIS for the benefit of its clients.

28. Coventry failed to perform those services as agreed, and is in breach of theAgreement.

29. As a result of Coventry's breach of contract, ESIS has suffered, and continues, tosuffer damages in an amount to be proven at trial, but well in excess of $880,000, with thedamages continuing to increase as new Provider Claims are submitted and filed.

WHEREFORE, plaintiff ESIS, Inc. respectfully requests that judgment be entered in itsfavor and against defendant Coventry Health Care Workers Compensation, Inc., in an amount to

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be proved at trial, plus awarding ESIS, Inc. its reasonable attomeys' fees and costs incurred inthis action and those arising out of or related to the defense of the Provider Claims, and for suchother and further relief as the Court deems just and proper.

COUNT IIBREACH OF CON TRACTUAL INDEM NIFICATION AGREEMENT


31. The Agreement required Coventry, to indemnify, defend, and hold ESIS harmlessfrom and against "any and all liability, loss, cost, or expense (including, without limitation,reasonable attorneys' fees)" arising out of Coventry's breach of the Agreement.

32. Coventry has breached the Agreement, as set forth above, and is required toindemnify ESIS pursuant to the Indemnification Clause.

33. ESIS satisfied all of the conditions precedent for seeking indemnification fromCoventry pursuant to the Indemnification Clause, including sending numerous written demandsfor indemnification to Coventry.

34. Coventry has refused to honor its obligations under the Indemnification Clause ofthe Agreement.

35. ESIS has suffered, and continues to suffer, harm thereby.WHEREFORE, plaintiff ESIS, Inc. respectfully requests that judgment be entered in its

favor and against defendant Coventry Health Care Workers Compensation, Inc., in an amount tobe proved at trial, plus awarding ESIS, Inc. its reasonable attorneys' fees incurred in this actionand those arising out of or related to the defense of Provider Claims, and for such other andfurther relief as the Court deems just and proper.

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COUNTDECLARATORY JUDGMENT


37. The total number of Provider Claims is unknown at this time, and is likely togrow.

38. It is unlikely that the Provider Claims will all be resolved by the time of trial inthis matter.

39. Even after trial in this matter, ESIS will continue to face liability from the existingand future Provider Claims.

WHEREFORE, plaintiff ESIS, Inc. respectfully requests that the Court enterjudgment declaring that defendant Coventry Healthcare Workers Compensation, Inc. owes ESISa duty to defend, indemnify, and hold ESIS harmless from and against all claims, costs,expenses, and liabilities, including its reasonable attorneys, fees, arising out of, or relating to, theProvider Claims; and awarding ESIS, Inc. its reasonable attorneys' fees incurred in this action.

Dated: March 22, 2013BAZELON, LESS & FELDMAN, PCBy: /s Noah H. CharlsonNoah H. Charlson1515 Market StreetPhiladelphia, PA [email protected] for Plaintiff ESIS, Ine.

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VERIFICATION

I, Mao&Y 011/1;40ffe?tifyhat I am authorized to verify the foregoing Complaint. I verifythat the facts set forth in the Comp1aint are true and correct to the best of my knowledge,information and belief. I understand that the statements made therein are made subject to thepenalties of 18 Pa. C.S.A. 4904 relating to unswom falsification to authorities.

Dated: March 22, 2013

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EXHIBIT ACase ID: 130303385



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SERV10ES AGREEIVIENT

This Services Agreemen t ("Agreement") is made and entered into effective the 1 r ciayof 43r0"1-: , 20 02 (the "Effective D ate"), by and between Concentra 1 ntegrated Services, Inc.("Concentra") and ES1S, Inc. ("ESIS").W1TNESSETH:

WHEREAS, C,oncentra offers its health care payor and other customers a variety ofhealth care management and cost containment senrices;WHEREAS, ESIS is a health care payor, and also administers claims on behalf of itshealth care customers, that require certain health care management and cost containm ent services;andWHEREAS, ESIS also potforrns certain claims support and claims processing servicesnecessary for Concentra to perform the health care management and cost containment ser-vicesdescribed herein;WHEREAS, ESIS desires to engage Concentra on behalf of ESIS's health care customersto perform certain health care management ancUor cost containment services upon ES/S's request,and Concentra desires to provide such services, pursuant to and in accordance with the terrns ofthis Agreement;NOW, THEREFORE, in consideration of the foregoing premises, and the mutualcovenan ts and conditions contained herein, the parties agree as follows:

1.ERVICES.11Description of Concentra Services. ESIS, by and through its health carecustomers hereby engages Concentra, by itself and through its affiliatedorganizations, to perform the specific health care management andfor costcontainment services (collectively, the "Concentra Services") described onExhibit A.12Concentra Reports. Concentra hereby agrees to provide ESIS with monthlyanct/or quarterly reports, in a fonnat that is mutnally agreed to by Concentra andESIS, that surrunarize and describe the Concentra Services that were provided toESIS by Concentra for the previous period. Should additional reports berequested by ESIS, Concentra will make conunercially reasonable efforts toprovide the reports requested by ESIS in a format that is mutually agreeable toConcentra and ESIS.13Description of ES1S Ser-vices. Concentra hereby engages ESIS, by itself andthrough its afftliated organizations, to perforrn the specific claims support andclaims processing services (collectively, the "ES1S Services") described onExhibit B.

lif D cb ,Contracts \CISP.Agm t.Ace.6.doc

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1.4 ESIS Reports. ESIS hereby agrees to provide Concentra with monthly and/orquarterly reports, in a format that is mutually agreed to by Concentra and ESIS,that summarize and describe the ESIS Services that were provided to Concentraby ESIS for the previous period. Should additional reports be requested byConeentra, ESIS will make conunercially reasonable efforts to provide thereports requested by Concentra in a fortnat that is mutually agreeable toConcentra and ESIS.2. FINANCIAL MATTERS.

21Compensation to Concentra. ESIS shall pay Concentra for Concentra'sperformance of Concentra Services in accordance with Exhibit A. Concentrashall provide invoices to ESIS each month that itemize the Concentra Servicesprovided by Concentra for ESIS. ES1S shall pay each invoice within thirty (30)days of receipt. Any payment that is not made by ESIS within thirty (30) days ofreceipt of Concentra's invoice shall bear interest at the rate of one artd one-halfpercent (1.5%) per month, or, if lesser, the maximurn rate permitted by applicablelaw.

22Compensation to ESIS. Concentra shall pay ESIS for the perfortnance of ESISServices in accordance with Exhibit B. Concentra shall pay ESIS on a monthlybasis and reconcile on a quarterly basis. Any payment that is not made byConcentra within thirty (30) days of any quarter during the term of thisAgreement shall bear interest at the rate of one and one-half percent (1.5%) permonth, or, if lesser, the maximum rate permitted by a pplicable law.23Disclosure to ESIS Clients. ESIS represents that it will make disclosures, ifany, required under applicable law to each of its clients regarding thecompensation paid by Concentra for ESIS Services.-24Responsibility for Bill Payment. Both parties acknowledge and agree that theadjudication and payment of benefits for health care services is made by ESIS onbehalf of ESIS's health care customers; that such adjudication and payment issolely the right of ESIS; that Concentra has no authority or responsibility forsuch adjudication or payment; and that ESIS has no responsibility for suchpayrnent on its own behalf. Both parties agree not to make any representation tothe contraty to any person.2.5 Electronic Data /nterchange. The parties desire to establish an Electronic DataInterchange ("EDI") connection for payment and receipt of compensation duefrom each party under this Agreement. Both Concentra and ESIS agree todedicate the respective resources necessary from each party to establish anElectronic Data Interchange ("EDI") connection for bill payment on or before

July 1 , 200 2.3. INSURANCE. Concentra shal/ proctue and maintain at its sole cost and expense allinsurance coverage required by applicable law and by custornary business practices forthe performance of the Services. At a minimum, such coverage shall inc/ude:(a)orkers' compensation insurance at statutory limits;H:iDeb1Contract%1CISNAgmt.Acc.6.doc - 2 -

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(b ) general liability insurance with limits of not less than $1 million perclairn and $3 m ilfion in the aggregate, and(c ) professionaI liability insurance with litnits of not less than S1 million permedical incident and $3 million in the aggregate.

Upon written request of ESIS, Concentra shall provide a certificate of insuranceevidencing the foregoing coverage.4OMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. In perfortning theirobligations under this Agieement and the activities contemplated hereby, both Concentraand ESIS, and their respective officers, directors, employees, agents, subcontractors, andindependent contractors, shall cornply fulfy with all applicab1e laws, rules andregulations.5REDENTIALING. Concentra represents and warrants to ESIS that Concentrarnaintains and adheres to prog rarns for (i) evaluating its Healthcare Pro fessionaLs; and (ii)for monitoring the quality of care provided by such Healthcare Professionals, whichcontain the following features:(a) verification upon contracting with a Hea/thcare Professional and every two (2)years thereafter through a NCQA certified credential verification organizationthat verifies that tbe Healthcare Professional has an unencumbered license ingood standing to practice in the state in which Covered Services are rendered,and that each Contract Provider maintains the mininnun levels of professiona1liability insurance coverage, which with respect to physicians means liabilitylimits of at least $1,000,000 for each incident and at least $3,000,000 in theaggregate, as of the Effective Date of this Agreement; and(b) written procedures for addressing the failure of any Healthcare Professional tomeet the criteria identified in subsection (a) above, or when an issue arises as tothe quality of care rendered by a Healthcare Professional, which proceduresallow for termination, in whole or in part, of the agreement between Concentraand such Healthcare P rofessional that provides for Healthcare Pro fessional status.

6.ER M A ND TER M I NA TIO N.61Term. The term of this Agreement shall be for a period of one (1) yearcommencing on the Effective Date, and this Agreement will automatically renewfor successive one (1) y ear terrns, subject to earlier termination by either party asprovided herein.Termination. This Agreement, and all rights and duties hereunder, will ceaseand terrninate upon the first to occur o f the following:(a)he date upon which the parties mutually agrce to terminate theAgreement in writing;HADcb1Cont-actsICISIIAgmtAcc.64oc - 3.

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(b) Where, for any or for no reason, one party provides the other party, atleast ninety (90) days prior to the date of terrnination, with written noticeof its intent to terminate the Agreenaent, upon the effective date oftertnination stated in its notice;

(CWhere a govemment body with regulatory authority over either of theparties' activities hereunder provides w ritten notic,e to ESIS or C oncentrathat it no longer approves ESIS's use of Concentra Services orConcentra's use of ESIS Services, upon the effective date of thedisapproval; or(d) One party materially breaches this Agreement, and fails to cure saidmaterial breach within thirty (30) days after receipt of written notice, viacertified mail, of said breach by the other party .

6. 3ffects of Termination. Upon temtination of this Agreement for atty reason,Sections 5, 6 , 7, 8 and 9 shall survive such termination.64Termination by ESIS's Client. ESIS will use cammercially reasonable effortsto notify Concentra in advance of any termination by an ESIS client of theagreement between ESIS and the client for which the Concentra services arebeing performed, and ESIS will in any event immediately notify Concentra uponthe effective date of such a client's tennination.

7.ONFIDENTIALITY AND PROTECTED PERSONAL INFORMATION.7.1efinitions.(a ) Confidential Infonnation "Co nfidential Information" shall mean all writtenand oral information, documents and dain, other than 'Trotected PersonalInformation" , previously or hereafter obtained by either party or itsrepresentatives from the other party, or the other party's affiliates orrepresentatives, in connection with this Agreemen t and the transactionscontemplates, and shall include Concentra's proprietary services andmethodologies, either party's negotiated contract rates, technical data,programs, customer lists, lists of emp loyees and agents, sales and ma rketingplans, operating procedures, agreements and related infonnation, the past,present, and prospective methods, procedures, and techniques utilized inidentifying prospective referra/ sources and customers of Concentra,compilations of infonmation, records, and processes w hich are used in theoperation of each party's business, and all confidential medicalinforma tion.(b) Protected Personal Information. 'Protected Personal Information" meansall personally identifiable financial, health and other information aboutan individual disclosed to or obtained by Concentra in connection withthis Agreement and the transactions contemplated herein.

7.2ovenants.H:NOct iCon t r ac t e ,CIS I Agnit.Ac c.6.clee - 4 -Case ID: 13030338

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(a) Confidential Information Each party ack.nowledges that the other party'sConfidential Infonnation constitutes valuable property and trade secrets of that party,which are entitted to protection. Each party shal/ hold all Confidential Informationof the other party in strict confidence, and neither party nor any of its affiliates orrepresentatives shall directly or indirectly (i) use or permit the use of any of the otherparty's Confidential Information for or in connection with any purpose other than theperfomtance of this Agreem ent, (ii) disclose or pennit the disclosure of any of theother party's Con fidential Information to any person or entity other than the otherparty's representatives, or (iii) duplicate, copy or reproduce any of the Co nfidentialInforrnation except w ith the prior consent of the other party, or except for review bysuch party's officers or shareholders or their representatives.However, the obligationto hold Confidential Information in confidence and not to use, copy or disclose itshall not extend to the following information that may otherwise constituteConfidential Inforrnation:

(i) information that, at the time of the use, co pying o r disclosure, wasreadity ascertainable from public sources or was known by or available tocompetitors, clients or customers of either party by publication or otherwise,except for sources which arise by virtue of this Agreement;(ii) Inforrnation that comes into a party's possession from a third partyand that was not acquired by such third party in violation of any obligationof confidentiality;(iii) Inforrnation required to be disclosed by law, provided thatdisclosure ofsuch infomaationshall be litnited to only such disclosurethat isrequiredto be made by applicable law; or(iv) Infonnationthat has been used for statistical purposes only, with allidentifying infonnation as to its origin or source removed.

(b) Protected Personal Information. C oncentra shall use and disclose ProtectedPersonal Information solely for the purposes of performing its obligations underthis Agreement.(c) Without in any w ay limiting any other obligations or liability of eac h party underthis Agreement, each party shall take all appropriate and reasonable action byinstruction or otherwise, to prevent the unauthorized use, disclosure, copying orreproduction and to protect and maintain the confidentiality of the ConfidentialInformation, and Concentra shall take all appropriate and reasonable action byinstruction or otherwise, to prevent the unauthorized use, disclosure, copying orreproduction and to protect and maintain the confidentiality of the ProtectedPersonal Information. Each party shall advise its representatives of the terms of thisSection and use reasonable efforts to cause eac h of them to com ply w ith its terms.Each party shal/ immediate/y notify the other party of the circ-umstances surroundingany breach of this Section of which it becomes aware.(d) If either party is required by applicable law or requested (by legal process,civil investigative demand or sinfilar process) to disclosc any ConfidentialInformation, such party will promptly notify the other party so that the other may

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seek an appropriate protective order or waive compliance with thisconfidentiality covenants contained in this Section. If Concentra is required byapplicable law or requested (by Jegal process, civil investigative demand orsimilar process) to disclose any Protected Personal Inforrnation, Concentra willprompdy notify Ace so that Ace may seek an appropriate protective order orwaive com pliance with this confidentiality cov enants contained in this Section.73Return of Materials. W ithin ten (10 ) days after a party receives a 1.vritten requestfrom the other party for the retum of Confidential Information, the receiving partyshall deliver all docurnents and other materials constituting such ConfidentialInfc>nnation, including alI copies, reproductions, extracts, and surnmaries o f suchConEdential Information in its possession, use or control, but excluding all suchConfidential Information required by either party to perforrn its continuingobligations hereunder. Arty portion of the Con fidential Information that consists ofanatysis, computations, studies or notes prepared by the receiving party or itsrepresentatives, shall be either held by the receiving party or its representatives andkept confidential subject to the terms of this Agreement, or destroyed.74 emedies. Both parties agree that the breach or attempted breach of the otherparty's obligations under this Section would eause irreparable injury to the non-breaching party and that any remedy at law would be inadequate. Both partiestherefore agree, in addition to any other relief, that each party will be entitled toinjunctive and other equitable relief in case of any such breach or attemptedbreach. Both parties expressly waive any requirement that the breaching partycould assert for the securing or posting of any bond in connection with theobtaining of such injunctive or o ther equitable relief.

8.IABILITY; INDEM NIFICATION.8]ndemnification by Concentra. Concentra hereby covenants and agrees toinciemnify, defend, and hold harmless the ESIS, and the ESIS's officers,directors, employees, and affiliates, from and against any and all liability, loss,cost, or expense (including, without limitation, reasonable attomeys' fees),arising out of Concentra's breach of this Agreement, or the negligence or willfulmisconduct of Concentra in the performance of its duties and obligationspursuant to this AgreernenL8.2 Indemnification by ES1S. ESIS hereby covenants and agrees to indemnify,defend, and hoId harmless Concentra, and Concentra's officers, directors,employees, and affiliates, from and apinst any and all liability, Ioss, cost, orexpense (including, without limitation, reasonable attomey's fees), arising out ofthe ESIS's breach of this Agreement or the negligence or willful misconduct ofthe ESIS in the performance of its duties and obIiptions pursuant to thisAgreement.8.3 Indem niflcation Procedures. The party seeking indemnification shall promptlynotify in writing the party from whom indemnification is sought of any claim

asserted against it for which such indemnification is sought, and shall prompt/ydeliver to the party from whom indernnification is sought a true copy of any suchclaim incIuding, but not limited to, a true copy o f any su mm ons or other process,H :\ DetAContractsCISRAgmt.Ace.6.cloc - 6 -

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pleading, or notice issued in any lawsuit or other proceeding to assert or enforcesuch claim. Where acceptance of its obligation to indemnify is deemed proper bythe indemnifying party, said party reserves the right to control the investigation,trial, and defense of such lawsuit or action (including all negotiations to effectsettlement) and any appeal arising therefrorn and to employ or engage attomeysof its own choice.The party seelcing indemnification may, at its own cost, participate in suchinvestigation, triaL and defense of such lawsuit or action and any appeal arisingtherefrom. The party seeking indemnification and its employees, agents,servants, and representatives shall provide full cooperation to the indemnifyingpart at all tinnes during the pendency of the claim or 1awsuit, including without1 imitation, providing them with all available information w ith respect thereto.

9.ENERA.L PROVISIONS.91 ntire Agreement. This Agreeme nt (including the recitals and all exhibits attachedhereto) (i) represents the entire ag,reem ent betvve en the parties, (ii) supersedes allprior and contemporaneous purchase ortlers, agreements, understandings,representations and warranties relating to the subject matter of this Agreement, and(iii) may only be amended, canceled or rescinded by a writing signed by bothparties.92 Notices. All notices and consents pennitted or required under this Agreement mustbe in writing and shall be deemed received upon delivery in person, three (3) daysafter subtnissionby registeredor certified inail, upon delivery by com mercial courieror upon confinnation receipi if by facsimile transmission to the other party at theaddress set forth below or such substitute address as a party may specify for itselfbyvvritten notice:

Concentra:

ESIS:

Concentra1ntegrated Services, Inc.50 80 Spectrum Drive, Suite 400 WestAddison, Texas 750 01Fax: (972) 387-1 938Attention:ffice of General CounselESIS, Inc.Two Liberty Place, TL2 IN16 01 C hestnut StreetPhiladephia,Pennsylvania 191 03Fax: (215 ) 640-5084Attention:VP, Medical Programs9.3eadings. Section and other headings in this Agreemen t are for convenience onlyand shall not be used to affect, broaden or limit this Agreement.9.4overning Law. This Agreement shall be governed and enforced in accordancewith the laws of the State of Massachusetts.H-ADcliContraus'CISI\AgmtAcc.6.doc - 7 -

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9.5 Severability. If any provision in this Agreernent is invalid or unenforceable, suchprovision shall be construed, limited or, if necessary , severecl, but only to the extentnecessary to eliminate such invalidity or unenforceability, and the other provisionsofthis Agreement shall remain unaffected.96Relationship of the Parties. Neither party is a partner, joint venturer, agent orrepresentative of the other party, and Concentra is an independent contractor ofESIS. There is no employment relationship between the parties. Neither party hasthe right or authority to m ake any representation or warranty or incur any obligationor tiability on behalf of the other party. N either party shall rnalce any representationto a third party inconsistent with this paragraph.97Attorneys' Fees. In the event of a ny litigation betwe en the parties relating to thisAgreeme nt, the prevailing party shall be entitled to recover from the other party allreasonable attomeys' fees and other reasonable costs incurred in connectiontherewithand in pursuing and collecting rentedies, retief and damages.98Construction. This Agreement represents the wording selected by the parties todefine their agreement and no rule of strict constmction shall apply against eitherparty. Whenever the context reasonably permits, the singular shall include theplural, the plural shall include the singu1ar, and the whole shall include any partthereof.9.9 Waiver. Acceptance by either party of any perfonnance less than required herebyshall not be deerned to be a waiver of such pa rty's right to enforce all of the termsand conditions hereof. No waiver of any such right hereunder shall be bindingunless reduced to writing and signed by the party to be charged therewith.9.10 Assignment. This Agreement or any duty or obligation of performance hereundermay not be assigned, in whole or in part, by either party without the prior writtenconsent of the other party.9.11inding Agreement This Agreement shall be binding upon and inure to the benefitof the parties and their respective representatives, successors and pennitted assigns.9.12 Force Majeure. Except for obligations to rnake payment, neither party shall beliable to the other for any failure of (or delay in performance of) its obligationshereunder due to any cause or circumstance which is beyo nd its reasonable controlinciuding, but without limiting the generality o f the foregoing, any failure or delaycaused by strike, lockout, labor shortage, fire, explosion, shipwreck, act of G od orthe public enemy , war, riot, interference by the military or gov emmental authorities,or compliance w ith the laws of the United States or w ith the laws or orders of anyoth er government or regulatory authority.9.13 Counterparts. This Agreement may be executed in any number of duplicatecounterparts, each of which shall be deemed an original, but aII of which takentogether shall constitute one and the same instrtunent.9.14epresentations. Except as provided for hereen, neither party may modify,publish, transfer or assign any material in any media provided by the other pany,H:\Dcb`ContracteCISINAgmt.Acc.6.doc

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ESIS, 1nBy:

Title:Date:in whole or part, or without the other party's express written permission, nor mayeither party use the other party's name, trademark or other proprietary materialwithout the other party's written permission.rN WFINESS WHEREOF, the parties hereto, each acting by and through its tmdersignedduly au thorized representatives bave executed this Agreement as of the date first above written.Concentra Integrated Services, Inc.By:rint Name:Zia uLusttafTitle:rittiViit S O f f i a fDate: qiftakii111 2002.-H:\13eb\ContractsCISPAgmt.Acc.6.doc - 9 -

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Exhibit ADescription of C oncentra Services and F eesThe Concentra Services shall be provided at the rates set forth below during theone (1) year term of this Agreement, commencing on the Effective Date. The fees for theConcentra Services shall be reviewed by the parties at each anniversary following the effectivedate of this Agreement, until this Agreement is temtinated pursuant to Section 6.2.

Teleohonie Case M ana2ement ("TCN I")., with Utilization Review eq_al").Concentra's licensed medical professionals shall assist in tite coordination of medical care forinjured employees and the facilitation of such injured emptoyees back to work. Concentrashall, to the extent appropriate, perforrn the following with respect to each case referred byESIS:

Obtain medical and employment histories; Deterrnine treatment goals; Establish the estimated extent and duration of disability; Evaluate inpatient cases for attemative discharge plans and d iscuss these options withpatients and physicians; Locate specialty prov iders and coordinate referrals to them; Contact employers to detennine the physical demands of the injured employee's joband opporturtities for modified or altemative duty ; and Facilitate cornmunication between physicians and employers to coordinate earlyretums to workFees:

Al/ states. exchicling C aliforniaDay 1-30 :250 .00 flat feeDay 3/-60:200.00 flat feeDay 61+ :80.00 per hourCalifomia OnlyDay 1-30:285 .00 flat feeDay 31+:21 0.0 0 per each additional thirty (30 ) daysH:\Dcb\Cornracu\ClSflAgmtAcc.6.dix - 1 0 -

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> Utilization Review ("UR").The UR services shall include evaluation of the requested treatment against pre-established,nationally recognized and state specific criteria, protoco/s and guidelines to precertifytreatment plans. Once a treatment plan has been precertified, concurrent review shall beprovided to ensure compliance with utilization management recommendations. Concentrawill also assist in discharge planning.

Fees:90.00 per precertification (inpatienVoutpatient)$45.0 0 per extension$45.0 0 per administrative review$175 .00 per physician/adverse determination review$17 5.0 0 per appeals billing> ield Case ManaEement ("FCIVI").

Concen tra shall perform the following FCM services for cases of injured employ ees of ESIS'shealth care custorners that are referred to Concentra by ESIS: Conduct a post-injury initial evaluation to assess the injured employee's medica1status and the vocationa/ and return to w ork irnplications of the injury. Meet with the employer to conduct a job analysis and to discuss andidentify transitional job oppormnities. Meet witb the injured employee's treating physician to review the job analysis,

discuss treatment plans and develop a retum-to-w ork strategy w ith a projected return-to-work date. Perform ongoing case management focused on a rettun-to-work goaIestablisbed with the employer. Perform outside job placement for injured or disabled employeesunable to return to work for their previous emplay ers.Fees: eimbursement to Concentra on an hourly fee basis or by taskassigrunents, as sefected by ESIS in advance of the performance of FCMservices:

Hourly Fees:All states, excluding Califomia, Hatvaii and New York$72.00 per hour$72.0 0 per hour for travel and waitMileage to be reimbursed at IRS recomm ended rates

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California. Hawaii and New York On$85.00 per hour$85.0 0 per hour for travel and waitMileage to be reimbursed at IRS recommended rates

Task Assignment Fees:Task 1: One Visit Assessment:420 .00 One (1) visit to one of the following: injured worker; or employer; or provider; or attorney. File review/med ical coordination Visit and one (1) phon e call Travel two (2) hours ReportTask 2: Tw o V isit Assessment:580 .00 Two v isits to one of the following gro ups:injured worker and provider; oremployer and provider; or injured worker and employer File review/med ical coordination Two (2 ) visits and two (2) phone calls Travel 3.3 hours ReportTask 3: Labor Market Survey:580 .00 File review Assessment of employment history, physical capacitiesskills Labor market survey Report labor market survey results Prepare and subm it State mandated report, as applicable and transferableTask 4: Vocational Assessment:5 3 5 . 00 File review One (1) phone call and visit to Claimant Travel two (2) hours Review w ork history and phy sical capacities Transferable skills analysis Return to work plan Report Prepare and subm it State manda ted report, as applicable

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Task 5: C alifornia QRR **200.00 Phone call to claimant to exp lain benefits Obtain RU90 and RU91 Monitor medical eligibility at least every sixty (60) days for up to six (6)months* Note: If travel is expected to exceed allotted time, then pre-authorization will

need to be received from ESIS. Additional travel time will be billed atan hourly rate of S72.00, plus mileage will be reimbursed at IRSreconunended rates.** Note: Any additional services beyond six (6) month period that are pre-

authorized by ESIS will be billed at an hourly rate of $85 .00Vocational Rehabilitation.Concentra shall perform vocational rehabilitation services for injured employees of ESIS'shealth care customers that are referred to Concentra by ESIS, including assessrnent of thefunctional capacity and transferable skills of injured employees, identification of appropriatejobs for injured employees, and assistance in the placement of injured employees in suitablereplacement jobs.

Fees: All states. excluding California. Hawaii and New York$72.00 per hour$72 .00 pe-r hour for travel and waitMileage to be reimbursed at /RS recomtnended ratesCalifornia, Hawaii and New York Onlv$85.00 per hourS85.0 0 per hour for travel and waitMileage to be reimbursed at IRS recornmended rates

>OaSYS (Transferable Skills Analvs/s).OASYS is a dynamic software prograna that matches a job seeker's skills and abilities tooccupational requirements. It then reports occupations and occupational inforrnation aboutmatching occupations and enables case managers check the accuracy of their assessmentsabout insured' employability. The software a/so reports occupational outlook (currentemployment and projections), wage and salary data and more. Whether conductingtransferable skills analysis or exploring occupations, OASYS software provides quick andeasy access to useful information. It saves valuable time and ensures results are accuratelyand professionally reported.Fees:30 0.00 per anaZysis13:DcWontracte.CISIlAgmt.Acc.6.doc -13-

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Job Club.Concentra's Job Club, available in select markets, heips injured and disabled workers obtainjobs. Meeting six hours a day for four weelcs, ESIS's focus on making proactive decisionsregarding what they would like to do, committing to a specific direction and then pursuingthese goals. T'he Job Club brings together vocational experts and groups of injured andiordisabled employees wbo are out of work. Job Club is a focused, intense and outcome-drivenprograrn, motivating participants to take personal responsibility for finding employment andproviding them w ith the tools to succeed.With assistance from their designated job coach, Job Club participants conaplete interest andskins Wsts, set career goals and fully explore their career options. They also developresumes, learn how to network, and are required to make a specified number of documentedemploy er contacts during their participation in the program.Fees:85.00 per hour for initial assessment$125 .00 per ciay thereafterLife Care Plannine, Home Behavioral Assessments and Cost Proiections.Concentra utilizes specially trained and certified case managers to complete Life Care Plans.This product is used to estimate medica1 damages resulting from a catastrophic injury oriliness. This service has proven to be invaluable to insurance carriers, attorneys and otherswho are responsible for paying for and managing medical costs associated with serious injuryand illness. Life Care Plans provide a detailed analysis of cun-ent and projected medical,vocational, educational and psychosocial needs, projecting their related costs arumally orforecasted over an lifetime. Concentra Life Care P/anners carry the certificationsCertified Life Care Planner, or Certified Nurse Life Care Planner. They are supported by aproduct champion who is also a credentialed Life Care Planner, as welI as by continuingeducation prograrns sponsored by Concentra and other professionaI organizations.

Fees:Catastrophic Case Management: $95.00 per hourAfter Hours One Time Access Fee:3 00 .00 , plus $95.00 per hour thereafterCost Projections:95.00 per hourHome Behavioral Assessments:95.00 per hourProvider Bill Review.

Concentra shall review medical bills to capture reductions in fees for usual and customaryandlor fee schedule adjustments, as w ell as application of preferred provider organization andpharmacy program discounts.Fees:- 10 0,00 0 bil ls per year:1.0 0 per 1ine, two (2) line headerHNDebContracteCSRAgm.Acc.6doc - 14 -

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> Network Access.Concentra offers access to medical providers through Concentra's relationships withpreferred provider organizations of providers that have agreed to perform medical services ata discount.

Fees:wenty-two percent (22% ) of savings>Out of N etwork Review Services. Contract Compliance Services includes review of the clinical, fmancial and/orcontractual conaponents of any paid claim for which reimbursement has been made basedona contractual arrangement between a provider and a payor to determine ifdiscrepancies exist between the claim amount and the suppo rting documentation. Thefollowing additional prograrns will be classilled as Contract Compliance Services: CreditRecovery, Coordination of Benefits, Credit Balance Recovery and Refund Collectionprograms.

Fees: Twenty-eight percent (28%) of the difference between current Clientpayable amount (UCR or fee schedule) and the repriced amount on eachbill for which Concentra provides Contract Compliance Services. Cost to Charge Repricing includes processing the Client Bills and submitting coClient an Explanation of Reimbursement (E.O.R.), which contains the retail chargesof services and recornrnended allowance based on application of CPS' proprietaryfacility databases.

Fees: Twenty-eight percent (28%) of the difference between current Clientpayable amount (UCR or fee schedule) and the repriced amount on eachbill for which CPS provides C2C services DRG Validation Services includes identifying overpayments due to upcoding ormiscoding, grouper errors or any other discrepancy identilled by the Concentra DRGvafidation process related to payment of diagnostic related group-based claims.

Fees: Twenty-eight percent (28%) of the difference between current Clientpay able amount (UCR or fee schedule) and the repricedamount on each billfor which Concentra provides DR G V alidation Services. Hospital Bill Audit Services includes the performance of an on-site audit of a medicalprovider to assess the accuracy of the inpatient or outpatient facifity ch arges by such

provider.Fees: Twenty-eight percent (28%) of the difference between current Clientpaya ble amount (UCR or feeschedule) and the repriced amount of chargesfor each bill for which Concentra provides HBA Services.

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Line Item A nalysis Services includes a quantitative, objective and sy stematic analysisof inpatient and outpatient claims whereby multiple reference databases are used toevaluate each submitted claim on an individual basis to determine an appropriatereimbursement amount. Repricing m ay be performed at either the revenue center levelor at the specific iternized bill detail leveLFees: Twenty-eight percent (28%) of the difference between current Clientpay able arnount (LICR or fee schedule) and dte repriced amount of chargesfor each bill for which Concentra provides LIA Services.

Outpadent Repricing Services inctudes the tupricing of outpatient surgicaI facilitycharges against CPS's proprietary charge based database.Fees: Twenty-eight percent (28%) of the difference between current Client

paya ble amount (UCR or fee schedule) and the repriced amount of chargesfor each bill for which Concentra provides OPR Services. Professional Negotiation Services includes the case by case negotiation of charges withvarious medical providers.

Fees: Twenty-eight percent (28%) of tbe difference between the provider'soriginal bill amount and the discounted provider bill amount on each bil/ forwhich Concentra provides PNS services. For PNS Services for physiciancharges, twenty-eight percent (28%) of the difference between (i) the lowerof (A) physician's original bill amount, or (B) the chent's usual andcustomaty lirnitation, which shall only apply if this limitation is given toConcentra by the Client at the time of the bill delivery to Concentra, and(ii) the discounted prov ider bilI amount. Special Investigative Review Services includes the evaluation of foreign and dom esticinpatient, outpatientand phy sicianclairns to determine their validity.

Fees: Twenty-eight percent (28%) of the difference between current Clicntpayable amount (UCR or fee schedule) and the repriced amount for eachbill for which Concentra provides SIR Services.>ndependent Medical Examtnations.

Concentra maintainsa national network of physicians to perform independent medicalexaminations ("IMEs) upon request. An IME is typically performed on an injured employeeto establish a definitive diagnosis, prognosis and treatrnent plan; to assess future treatmentneeds, to make recommendations for altemative tests or treatments when appropriate, and toestablish a time-frame fnr recovery. In addition, IME providers may review job requirementsfor an injured employee and make recommendations regarding return to work capacity,recommended on-site job modifications and any ongoing residual limitations.Concentra will schedule each IME and review the IME report prepared by the physician toconfirm that all necessary issues have been addressed.

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Fees:State SPN CHIRO S P N M DAlabama $ 395.00 $5 0 . 00Alaska $ 500.00 $0 0 . 0 0Arizona $ 735.00 $5 0 . 00Arkansas $ 675.00 $1,000 .00California CA W /C Fee ScheduleColorado $ 700.00 $50 . 0 0ConnecticutHartford/New London $ 480.00 $25 . 00New Haven/Fairfield $ 480.00 $25 . 00Delaware $ 550.00 $ 875.00Florida FL W/C Fee Schedule + $15 5Georgia $ 400.00 $ 580.00Idaho $ 535.00 $ 950.00Rlinois S 550.00 $ 670.00Indiana $ 600.00 $ 600.00Iowa$ 675.00 $ 800.00Kentucky $ 535.00 $ 725.00Louisiana $ 750.00 $5 0 . 0 0Maine $ 450.00 $ 730.00Maryland $ 395.00 $ 435.00Massachusetts $ 375.00 $90 .00Michigan $ 395.00 $75 . 00Minnesota MN W/C Fee ScheduleMississippi $ 575.00 $5 0 . 00Missouri $ 700.00 $00 .00Montana $ 550.00 $1,000 .00Nebraska $ 650.00 $1,000 .00Nevada $ 700.00 $1,200 .00New Hampshire $ 500.00 $ 850.00New Jersey (North) $ 325.00 $ 425.00New Jersey (South) $ 400.00 $ 575.00New Mexico $ 600.00 $1 ,300 .00Newor kDownstate $ 265.00 $ 395.00New York - Upstate $ 325.00 $ 485.00North C arolina $ 450.00 $ 800.00North Dakota $ 600.00 $1,100 .00Ohio $ 575.00 $5 0 . 00Oklahoma $00 . 00 $00 . 00Oregon $00 .00 $50 . 0 0Pennsylvania

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Philadelphia S 480.00 $80.00Allentown $ 530.00 $25 ,00Harrisburg $ 530.00 $80.00Rhode Island $ 450.00 $95 .00South C arolina $ 475.00 $95 .00South Dakota $ 700.00 S1,000 .00Tennessee $ 375.00 $75 . 00Texas TX W /C Fee ScheduleUtah $ 495.00 $00 . 00Vermont $ 375.00 $75 . 00VIrghtia $ 400.00 $ 700.00W ashington State $ 500.00 $ 550.00Washington D .C. $ 525.00 S 685.00W est Virginia $ 425.00 S 775.00Wisconsin $ 725.00 S 995.00Wyoming S 800.00 $1 ,300 .00

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Exhibit BDegcription of ESIS Services and FeesESIS shall perform the following ESIS Services pursuant to this Agreement:

ESIS sales and marketing personnel promoting and marketing Concentra's services to ESISclients. Handling and resolving client(s), provider(s) and ESIS branch(s) complaints and issuesinvolving Concentra. Man aged care consulting to ESIS clients. Monitor Concentra performance with established perforrnance standards. Audit review of Concentra processes. Fee pay ment paid to Con centra against individual files. Ensuring state compliance and reporting. Monitoring Concentra for missed savings. EDI nurse notes interface. Upload of Concentra notes. Custom ization for client installations. Requesting service interface for case management assigrunents. Coordination of new , renewing, and transferred clients. Consolidated Managed Care Savings Reports submissions to ESIS clients. Other ESIS standard and ad-hoc reports for c1ients, inctuding reports of Concentra Services. Researching and developing new products. Collection of outstanding non-EDI Accounts Receivable.The fees for ESIS Services shall be as follows: Effective/.prfitiall 1 , 2002, Concentra's fee to ESIS will be as follows for TelephonicCase Management with utilization review.

All states, excluding C aliforniaDay 1-30:82.00 flat feeDay 3 1 - 60 :95.0 0 flat feeDay 61+:295.00 flat feeCalifornia On/yDay 1 - 3 0 :82.00 flat feeDay 3I+:95.0 0 per each additional thirty (3 0) day s

Effective 1 -9):1104/ I 2002, Concentra's fee to ESIS will be as follows for UtilizationReview.$42.0 0 per precertification (inpatientioutpatient)$3 4.00 per extension$34.0 0 per adrninistrative review$52 .00 per phy sicianfadverse determination review$52 .00 per appeals billing

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Effective 2002, Concentra's fee to ESIS will be $19.00 per hour for fieldmedical and vocationaI case managem ent professional and travel and wait hour, excludingCalifomia, Hawaii and New York.

Effective ktiMairgif , 20 0 2, Conce ntra's fee to ESIS for the states of California, Hawaiiand New Yo rk, will be as follows for field case medical and vocational case managementprofessional and travel and wait hour.California:29.0 0 per hour, same for travel and waitHawaii:29.0 0 per hour, same for travel and waitNew York:14.00 per hour, same for travel and wait Effective 124141(iltil , 2002, Concentra's fee to ESIS will be $72.00 for Task One VisitAssessment.

Effective20 02 , Concentra's fee to ESIS will be $11 2.00or Task 2- Two V isitAssessme2f61-19"/ Effective20 02 , Concentra's fee to ESIS will be $11 2.00 for Task 3 LaborMarket Surv . Effective kier-01W 1 , 2002, Concentra's fee to ESIS will be $106.00 for Task 4-Aocationalssment. EffectivciVernhte 1, 20 02 , Concentra's fee to ESIS will be $125 .00 for Task 5- C aliforniaQRR. EffectiveiegOintilte1, 2002, Concentra's fee to ESIS will be $66.00 per Transferable SkiftsAnalysis. Effectiveq,,ptcrtiow , 2002, Concentra's fee to ESIS will be $6.00 per hour and $27.00 perday thereafler for Job Club. Effectivenikii I, 2002, Concentra's fee to ESIS will be asollows for Life CarePlanning. Catastrophic Case Management: $67.00 per hourAfter Hours One Time Access Fee:66.0 0 flat fee,lus $67.00 per hourthereafterCost Projections:67.0 0 per hourHorne Behavioral Assessment:67.0 0 per hourHADcb`Contracts\CISRAgmtAcc.6.doc - 20 -

Case ID: 13030338zz . d 096 1 . 6L 06ewssear) evuoien d+th71 in ai



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Effective2002, Concentra's fee to ESIS for Independent MedicalExaminationse determined according to the following:TIER I I $25 .00 per SPN exam0-20 00 exams quarterlyTIF,R 2 I $30 .00 per SPN exam200 1 40 00 exams quarterlyTIER 3 - I $35 .00 per SPN exam400 1- + exams quarterly Effective20 02 , Concentra's fee to ESIS w ill be eight percent (8%) of savingsfor Network Access. Fco Effective0 02 , Concentra's fee to ES1S will be $0.40 per line,wenty-five percent 5%) of savings for Provider Bill Review.H:Deb\Con t r ac t s 'C ISTAgrn tAcc .6 .do c - 21 -

Case ID: 13030338C Z ' d609616 COEounsain eolO0.19 717:7 IinIUPc



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EXHIBIT BCase ID: 130303385



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Concentra.

February 23 , 2007

ESIS, Inc.Two Liberty Place, TL21 N16 01 Chestnut StreetPhiladelphia, PA 191 03Re: Services Agreement between ESIS, Inc. ("ESIS") and Concentra IntegratedServices, Inc. ("CISI"), dated September 1, 20 02 (the "Agreement")

To Whom it May Concem:We are writing to request ESIS's consent to the assignment of CISI's interests in theAgreement to, and the assumption of CISI's obligations under the Agreement by, CoventryHealthcare W orkers Com pensation, Inc. as described below (the "Assignment").On February 7, 2 00 7, Concentra Operating Corporation ("Concentra"), Concentra HealthServices, Inc., National HeaIthcare Resources, Inc., CISI, Coventry Health Care, Inc.("Coventry "), and Coventry H ealth Care Workers Com pensation, Inc., a direct wholly --ownedsubsidiary of Coventry ("Buyer"), entered into a Purchase Agreement (the "PurchaseAgreem ent") pursuant to which, effective as of the closing date of the transaction, Buy er has

agreed to acquire all right, title and interest in and to certain assets of Concentra and itssubsidiaries and to assume certain obligations of Concentra and its subsidiaries related to suchassets (the "Transaction"). The closing of the Transaction is expected to occ ur in the secondquarter of 200 7.Coventry is a national managed health care company based in Bethesda, Maryland,operating health plans, insurance companies, network rental, managed care and workers'compensation services compa nies. Coventry provides a full range of risk and fee-based managedcare products and services, including HMO, PPO, POS, Medicare Advantage, MedicarePrescription Drug P lans, Medicaid, Workers' Compensation services and Netw ork Rental to abroad cross section of individuals, employer and government-funded groups, govermnentagencies, and other insurance carriers and administrators in all 5 0 states as well as the Distaict ofColumbia and Puerto Rico.By executing this letter, ESIS does hereby consent to the Assignment and waives anyrights it may have (i) to declare the assignment a default or event of default under the Agreementand (ii) to terminate the Agreement as a result of or in connection with the assignment.l'his letter agreeme nt shall be binding upon and inure to the benefit of ESIS and CISI a ndtheir respective successors and assigns (including but not limited to B uyer) and shall be effectiveas of the C losing.

50 80 Spectrum Dr., Suite 1200 West Tower, Addison, TX 7500 1-4648 T 972-7 25-6499 F 972 -387-1 938, www.concentra.comCase ID: 130303385



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February 23, 2007Page 2

Please evidence your agreement to the foregoing by executing this letter in the spaceprovided below and returning a copy to the undersigned. Thank you in advance for youranticipated cooperation.

Following the closing of the Transaction, you will be contacted with respect to anychanges in contact addresses and persons.

Very truly yours,CONCENTRA INTEGRATED SERVICES,INC.a Massachusetts Corporation

By :ame./y/z-eirli 4~PeTitle:Ah eres cet",*Agreed to and accepted by:ESIS, INC.By :Name:Title: iaa OckDate:(6011Case 2:13-cv-02957-JD Document 1 Filed 05/29/13 Page 40 of 40

esis, inc. v. coventry health care workers compensation, inc. complaint

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