ACO Participation Agreement (MSSP)

ACO PARTICIPATION AGREEMENT (MEDICARE SHARED SAVINGS PROGRAM)

PREAMBLE

THIS AGREEMENT ("Agreement") is entered into as of [__/__/____] ("Effective Date") between:

ACO Legal Entity: [________________________________] ("ACO"), and

Participating Provider: [________________________________] ("Participant").

Performance Year(s): [________________________________]

RECITALS

WHEREAS, the ACO has entered into a participation agreement with the Centers for Medicare & Medicaid Services (CMS) under the Medicare Shared Savings Program (MSSP) authorized by 42 U.S.C. § 1395jjj and implemented under 42 CFR Part 425 ("MSSP Agreement");

WHEREAS, the ACO intends to operate as a [☐ ACO Professional | ☐ ACO Participant | ☐ ACO Provider/Supplier] under the MSSP;

WHEREAS, the Participant is a Medicare-enrolled [☐ physician | ☐ hospital | ☐ other provider/supplier] and wishes to participate in the MSSP through the ACO;

WHEREAS, the parties intend that the Participant will be bound by the terms of this Agreement and the ACO's MSSP Agreement, and will contribute to the ACO's efforts to improve quality, reduce costs, and enhance the care experience for assigned Medicare beneficiaries; and

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

SECTION 1: DEFINITIONS

1.1 "Accountable Care Organization" or "ACO" means the entity that has executed the participation agreement with CMS and for which this Participant Agreement is a prerequisite to MSSP participation.

1.2 "ACO Participant" means an enrolled provider or supplier that has executed an ACO Participation Agreement with the ACO and is subject to the governance and requirements of the ACO.

1.3 "ACO Provider/Supplier" means an individual or entity that furnishes health care items or services and that is either an ACO Participant or an employee or contractor of an ACO Participant.

1.4 "Assigned Beneficiary" means a Medicare fee-for-service beneficiary who is assigned to the ACO under the beneficiary assignment methodology specified by CMS in 42 CFR § 425.402 for the applicable Performance Year.

1.5 "Performance Year" means the calendar year (or such other period as specified by CMS) during which an ACO participates in the MSSP and for which shared savings or shared losses are calculated.

1.6 "Shared Savings" means the actual savings amount, if any, in per-beneficiary expenditures for Assigned Beneficiaries below the Benchmark, adjusted for quality performance, after application of the Discount Rate (historical savings retained by CMS) and any quality penalties.

1.7 "Shared Losses" means the amount by which per-beneficiary expenditures for Assigned Beneficiaries exceed the Benchmark under a two-sided model, for which the ACO and its Participants may be liable.

1.8 "Quality Measures" means the set of quality and patient experience indicators established by CMS and to be reported by the ACO and Participants in accordance with 42 CFR § 425.500 and applicable technical specifications.

1.9 "Track" means [☐ BASIC Track | ☐ ENHANCED Track | ☐ ACO Investment Model (AIM) | ☐ Pathways to Success], which determines shared savings and losses methodology under the MSSP.

1.10 "Model" means [☐ one-sided | ☐ two-sided], as elected by the ACO in its application to CMS, determining whether the Participant bears the risk of shared losses.

1.11 "Data Sharing" means the authorization and consent to use Medicare claims data, quality data, and other performance information related to Assigned Beneficiaries for the purposes of ACO management, reporting, and performance evaluation.

SECTION 2: PARTICIPATION REQUIREMENTS

2.1 Medicare Enrollment Status

The Participant represents and warrants that it is and shall remain throughout the term of this Agreement:

• ☐ An enrolled Medicare provider (individual NPI: [____________])
• ☐ An enrolled Medicare supplier (facility ID/NPI: [____________])
• ☐ A hospital (CMS Certification Number: [____________])

The Participant shall immediately notify the ACO of any changes in enrollment status, Medicare billing privileges, or loss of provider number.

2.2 ACO Participation and Exclusivity

2.2.1 The Participant agrees to participate in this ACO for the Performance Year(s) specified above and shall comply with all obligations of the MSSP and this Agreement.

2.2.2 ACO Participation Model: [☐ Exclusive | ☐ Non-Exclusive]

• Exclusive: Participant agrees not to participate in any other ACO or Advanced Alternative Payment Model (APM) during the Performance Year without prior written consent from the ACO.
• Non-Exclusive: Participant may participate in multiple ACOs, provided it discloses such participation to the ACO and ensures no conflicts in shared savings distribution.

2.3 Billing TIN and NPI Reporting

The Participant shall maintain accurate Tax Identification Number (TIN) and National Provider Identifier (NPI) information with CMS and shall ensure that the ACO has accurate data for submission of participant rosters to CMS. Changes must be reported to the ACO within 10 business days.

2.4 Federal and State Licensure

The Participant shall maintain and provide evidence of all federal and state licenses, certifications, and credentials required to practice in its jurisdiction and to participate in the MSSP. Suspension, revocation, or restriction of any license shall be disclosed to the ACO immediately.

SECTION 3: COMPLIANCE OBLIGATIONS

3.1 MSSP Compliance

The Participant shall comply with all requirements of 42 CFR Part 425, including but not limited to:

• Beneficiary engagement and care coordination activities
• Transition of care arrangements for Assigned Beneficiaries
• Patient-centeredness standards (42 CFR § 425.112)
• Compliance with all ACO governance and operational policies
• Cooperation with CMS audits, reviews, and monitoring activities

3.2 ACO Compliance Plan

The Participant agrees to:

• Participate in the ACO's Compliance Plan and training, including attestation of receipt and understanding of the Compliance Plan;
• Designate a compliance officer or point of contact [________________________________];
• Immediately report suspected violations of law, the MSSP, or this Agreement to the ACO Compliance Officer at [________________________________];
• Cooperate fully with any compliance investigations, audits, or corrective action plans.

3.3 Beneficiary Notification

3.3.1 The Participant shall display and make available to all Medicare beneficiaries the ACO Beneficiary Notification Form (Exhibit B) in all care settings where services are furnished to Assigned Beneficiaries. Notification shall inform beneficiaries of:

• The ACO's identity and contact information;
• The beneficiary's right to choose to receive services outside the ACO;
• The ACO's quality goals and beneficiary engagement opportunities;
• Data sharing and privacy protections.

3.3.2 The Participant shall provide oral notification to beneficiaries on request and shall document such notification in the medical record or beneficiary communication log.

3.3.3 The ACO shall provide a standard beneficiary notification form; the Participant may request modifications for Participant-specific information, subject to ACO approval.

3.4 Signage and Care Coordination

The Participant shall:

• Prominently display the ACO identification materials in waiting rooms and public areas;
• Provide notice of the ACO's care coordination and quality improvement initiatives;
• Maintain documentation of beneficiary receipt of notification materials.

3.5 Quality Measure Reporting

3.5.1 The Participant shall comply with the Quality Measure specifications established by CMS for the current Performance Year, including:

• Accurate documentation of clinical data elements;
• Timely reporting to the ACO;
• Participation in ACO quality improvement initiatives;
• Credentialing and privileging of clinicians to ensure competency in quality measure delivery.

3.5.2 The Participant shall cooperate with the ACO's quality assurance program and provide access to medical records and performance data for quality audits and validation.

3.6 Fraud, Waste, and Abuse (FWA) Prevention

The Participant shall:

• Comply with all federal and state FWA laws and regulations;
• Report suspected FWA to the ACO Compliance Officer and, where required by law, to the Office of Inspector General (OIG);
• Maintain compliance with billing, coding, and documentation standards;
• Cooperate with any government investigations.

SECTION 4: DATA SHARING AND HIPAA COMPLIANCE

4.1 Authorization for CMS Data Sharing

4.1.1 The Participant acknowledges that CMS will share Medicare claims data, quality data, and other beneficiary information with the ACO for the purposes of:

• Identifying Assigned Beneficiaries;
• Evaluating quality of care and outcomes;
• Calculating shared savings and losses;
• Care coordination and population health management;
• Performance monitoring and compliance.

4.1.2 The Participant consents to this data sharing and authorizes CMS to disclose such information to the ACO without the requirement for additional beneficiary consent, as permitted under 42 CFR §§ 425.800–425.820 (HIPAA Business Associate Agreement).

4.2 Business Associate Agreement (BAA)

4.2.1 If the ACO is a Business Associate under HIPAA, the ACO and Participant shall execute a HIPAA Business Associate Agreement (BAA) in substantially the form attached as Exhibit C, which shall govern the use and disclosure of Protected Health Information (PHI).

4.2.2 If the Participant is also a Business Associate under a separate HIPAA relationship, the Participant shall comply with its own HIPAA obligations and shall not further disclose ACO-provided data to third parties without written consent from the ACO.

4.3 Permitted Use of Data

The Participant agrees that data received from the ACO (including aggregate beneficiary information) shall be used solely for:

• Direct patient care;
• Care coordination and population health activities;
• Quality improvement initiatives;
• Compliance monitoring;
• Reporting to CMS and the ACO.

4.4 Data Security and Confidentiality

The Participant shall:

• Implement reasonable safeguards to protect the confidentiality, integrity, and availability of all ACO data;
• Restrict access to authorized personnel only;
• Promptly report any unauthorized access or data breach to the ACO Compliance Officer;
• Comply with all HIPAA Security Rule standards if applicable.

4.5 Participant Access to Performance Data

The ACO shall provide the Participant with:

• Quarterly aggregate quality and cost performance reports;
• Assigned beneficiary rosters (if permitted by CMS);
• Comparative benchmarking data (if available);
• Shared savings allocation information (prior to distribution).

SECTION 5: SHARED SAVINGS AND SHARED LOSSES

5.1 Allocation Methodology

5.1.1 The ACO shall distribute any shared savings or impose shared losses in accordance with:

• The ACO Shared Savings Distribution Plan (Exhibit A);
• The allocation methodology approved by CMS in the ACO's MSSP Agreement;
• The Participant's comparative contribution to the ACO's financial performance.

5.1.2 The allocation formula shall consider:

• ☐ Equal per-provider allocation
• ☐ Attribution-weighted allocation (based on number of Assigned Beneficiaries)
• ☐ Quality-adjusted allocation (based on performance on quality measures)
• ☐ Efficiency/cost-based allocation (based on cost reductions)
• ☐ Other: [________________________________]

5.2 Quality Gating and Performance Thresholds

5.2.1 Quality Gating: The Participant acknowledges that shared savings distributions (or entire ACO shared savings) may be withheld if the ACO fails to meet a minimum quality threshold score (typically ≥4.0 on a 1–10 scale) as determined by CMS for the Performance Year.

5.2.2 Minimum Quality Score: [________] (as specified in the ACO's MSSP Agreement and Distribution Plan)

5.2.3 If the quality gating threshold is not met, no shared savings shall be distributed to the ACO or the Participant for that Performance Year.

5.3 Timing and Payment of Shared Savings

5.3.1 Provisional Shared Savings Payment: The ACO may distribute provisional shared savings in [☐ the following Performance Year | ☐ Q[__] of the following year] based on preliminary financial and quality data.

5.3.2 Final Reconciliation: The ACO shall reconcile provisional payments against final CMS settlement within [__] days of receipt of final reconciliation from CMS, typically [________] months after the end of the Performance Year.

5.3.3 Reconciliation Adjustments: If final shared savings differ from provisional payments, the ACO shall adjust the Participant's distribution accordingly, with repayment obligations specified in Section 5.4.

5.4 Shared Losses and Repayment Obligation (Two-Sided Models Only)

5.4.1 Under a two-sided model, the Participant acknowledges that the ACO may be liable for shared losses if per-beneficiary expenditures for Assigned Beneficiaries exceed the Benchmark.

5.4.2 Repayment Obligation: The Participant shall be liable for its allocated share of shared losses, calculated in accordance with the Shared Savings Distribution Plan.

5.4.3 Loss Cap: The ACO's maximum liability for shared losses is limited to [__]% of the Benchmark (as specified in 42 CFR § 425.605 and the ACO's MSSP Agreement).

5.4.4 Payment Mechanism: Shared losses shall be recovered by:

• ☐ Offset against future shared savings
• ☐ Direct billing/invoice to Participant
• ☐ Reduction in provider payments or distributions
• ☐ Combination thereof: [________________________________]

5.4.5 Withholding of Payments: The ACO may withhold shared savings distributions pending reconciliation of shared losses.

5.5 No Guarantee of Savings

The Participant acknowledges that participation in the MSSP does not guarantee shared savings. Shared savings or losses depend on multiple factors including beneficiary population, coding practices, case mix, and market conditions outside the Participant's sole control.

SECTION 6: STARK LAW AND AKS COMPLIANCE / WAIVERS

6.1 Acknowledgment of Compliance Framework

The Participant acknowledges that certain financial arrangements within the ACO may implicate the Physician Self-Referral Law (Stark Law, 42 U.S.C. § 1395nn) and the Anti-Kickback Statute (AKS, 42 U.S.C. § 1320a-7b). The Participant agrees to structure all arrangements in compliance with applicable law and the following waivers.

6.2 Stark Law Exception (42 CFR § 411.355(m))

6.2.1 The Participant shall qualify for the Stark Law exception for ACO activities if it:

• ☐ Becomes an ACO Participant by executing this Agreement;
• ☐ Receives its proportional share of shared savings only as permitted under 42 CFR § 411.355(m)(5);
• ☐ Does not direct beneficiary referrals based on the sharing of savings (non-discriminatory referral practice);
• ☐ Complies with all other Stark Law requirements.

6.2.2 Non-Discriminatory Referral Requirement: The Participant shall not:

• Refer beneficiaries to ACO Participants or ACO Providers/Suppliers on the basis of shared savings distributions;
• Steer beneficiaries away from non-ACO providers to generate greater savings;
• Condition any health care item or service on patient agreement to utilize ACO Participants.

6.3 AKS Waivers (42 CFR § 1001.952(n) and OIG Advisory Opinions)

6.3.1 The parties intend to operate under the following AKS Safe Harbor(s) and Waiver(s):

6.3.2 Waiver Conditions: To maintain protection under these waivers, the Participant shall:

• ☐ Maintain written documentation of the ACO's financial relationship with the Participant;
• ☐ Ensure that all shared savings or financial incentives are determined objectively based on quality and cost savings metrics, not volume of referrals;
• ☐ Comply with the ACO's Compliance Plan and internal controls;
• ☐ Participate in CMS and OIG audits and provide requested documentation;
• ☐ Report any known non-compliance to the ACO immediately.

6.3.3 Documentation and Record-Keeping: The ACO shall maintain:

• ☐ A copy of this executed Participant Agreement (including signature pages);
• ☐ Documentation of Participant eligibility for waiver protection;
• ☐ Shared savings distribution calculations and methodology;
• ☐ Compliance attestations and training records.

6.4 Anti-Coercion Assurance

The ACO covenants that:

• No Participant shall be coerced to remain in or join the ACO through threats of economic exclusion or termination;
• Shared savings or losses shall not be conditioned on beneficiary steering or referral volume;
• The Participant may terminate participation as provided in Section 8, and departure from the ACO shall not result in retaliation.

SECTION 7: PARTICIPANT REPRESENTATIONS AND WARRANTIES

The Participant represents and warrants that:

7.1 Legal Authority: The Participant is a duly organized and validly existing entity (or individual) and is authorized to conduct business and to execute this Agreement in all jurisdictions where it operates.

7.2 Licensure and Credentials: The Participant holds all valid federal and state licenses, certifications, credentials, and privileges necessary to furnish health care services and to participate in the MSSP.

7.3 No Exclusions: The Participant is not, and none of its owners, officers, directors, or managing employees are:

• ☐ Excluded from participation in federal health care programs by the OIG, Department of Defense, or General Services Administration;
• ☐ Listed on the OIG Exclusions List (LEIE);
• ☐ Debarred, suspended, or otherwise ineligible for federal contracts.

7.4 No Prior Fraud Convictions: The Participant has not been convicted of, excluded from, or sanctioned under any criminal statute related to health care fraud, abuse, or misconduct.

7.5 Conflicts of Interest: The Participant has disclosed all material relationships and financial interests that might present conflicts of interest in relation to the ACO, including ownership, management, or compensation relationships.

7.6 Authority to Bind: The individual executing this Agreement on behalf of the Participant has full authority to bind the Participant, and such execution has been duly authorized by the Participant's board or governing body (if applicable).

7.7 Financial Condition: The Participant is in sound financial condition and shall remain capable of performing its obligations under this Agreement, including liability for any shared losses.

SECTION 8: TERM AND TERMINATION

8.1 Term of Agreement

8.1.1 Initial Term: This Agreement shall commence on the Effective Date and shall continue through [__/__/____], or the end of the Performance Year(s) specified above, whichever is later (the "Initial Term").

8.1.2 Renewal: Unless either party provides written notice of non-renewal at least [__] days prior to the end of the Initial Term, this Agreement shall automatically renew for successive [one (1)-year] Performance Year(s) on the same terms and conditions.

8.1.3 Alignment with MSSP: The term of this Agreement shall be coterminous with the ACO's MSSP participation agreement period. If the MSSP Agreement is terminated, this Agreement shall terminate on the same date unless otherwise required by CMS or applicable law.

8.2 Termination for Breach

8.2.1 If the Participant materially breaches this Agreement and fails to cure such breach within [30] days of written notice from the ACO, the ACO may terminate this Agreement upon written notice.

8.2.2 Material Breach Examples:

• ☐ Failure to comply with Compliance Plan or beneficiary notification requirements;
• ☐ Fraudulent billing or coding practices;
• ☐ Non-compliance with quality measure specifications;
• ☐ Failure to provide required data or reports to the ACO;
• ☐ Violation of Stark Law, AKS, or other applicable law;
• ☐ Participation in another ACO without disclosure or approval.

8.3 Termination for Regulatory Changes or Exclusion

The ACO may terminate this Agreement immediately upon written notice if:

• ☐ The Participant is excluded from or loses eligibility to participate in federal health care programs;
• ☐ The Participant's Medicare provider number is revoked or suspended;
• ☐ CMS issues a directive excluding the Participant from the ACO;
• ☐ The MSSP Agreement is terminated by CMS;
• ☐ Changes in law or regulation make continued participation unlawful or impractical.

8.4 Termination for Convenience

8.4.1 The Participant may terminate this Agreement without cause upon [90] days' written notice to the ACO at any time after [one (1) full Performance Year] of participation.

8.4.2 The ACO may terminate the Participant's participation for non-compliance, after providing [60] days' written notice and reasonable opportunity to cure.

8.5 Wind-Down and Transition Obligations

Upon termination or expiration of this Agreement:

8.5.1 The Participant shall:

• Immediately cease use of ACO identification materials and beneficiary notification forms;
• Continue to comply with all CMS quality reporting and beneficiary notification requirements through the end of the applicable Performance Year;
• Transition patient care for Assigned Beneficiaries in accordance with ACO policies and applicable law;
• Return all ACO-provided materials, data, and confidential information.

8.5.2 The ACO shall:

• Calculate and pay the Participant's final shared savings or loss settlement (if any) within [120] days of final CMS reconciliation;
• Notify CMS of the Participant's termination and updated participant roster;
• Release the Participant from further performance obligations, except as required for final reconciliation and compliance.

8.5.3 Post-Termination Data: The Participant shall not retain or use beneficiary data, performance reports, or other ACO-provided information beyond [30] days after termination, except as required by law.

SECTION 9: INDEMNIFICATION

9.1 Participant Indemnification: The Participant shall indemnify, defend, and hold harmless the ACO, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys' fees) arising out of:

• ☐ The Participant's breach of this Agreement;
• ☐ The Participant's violation of applicable law or regulations;
• ☐ The Participant's negligent or wrongful provision of health care services;
• ☐ The Participant's fraud, misrepresentation, or misconduct;
• ☐ Claims by third parties arising from the Participant's actions or omissions.

9.2 ACO Indemnification: The ACO shall indemnify, defend, and hold harmless the Participant from any claims arising from:

• ☐ The ACO's breach of this Agreement;
• ☐ The ACO's violation of applicable law or regulations;
• ☐ Claims arising from the ACO's governance, management, or distribution of shared savings/losses (if not caused by Participant's breach or fraud).

9.3 Limitations: Neither party shall be liable for indirect, incidental, or consequential damages, except in cases of gross negligence, willful misconduct, or fraud.

SECTION 10: CONFIDENTIALITY

10.1 Confidential Information: Each party shall maintain in confidence all non-public information received from the other party, including:

• Financial data, performance metrics, and benchmarking information;
• Beneficiary information and aggregate reports;
• ACO governance materials and strategic plans;
• Quality measure specifications and clinical guidelines.

10.2 Permitted Disclosures: Confidential information may be disclosed:

• To authorized personnel and contractors on a need-to-know basis;
• As required by law, regulation, or court order (with notice to the other party when permitted);
• To professional advisors (attorneys, accountants, auditors) under confidentiality obligations;
• To CMS, OIG, or other government agencies as required by the MSSP Agreement.

10.3 Return or Destruction: Upon termination, each party shall, at the requesting party's option, return or securely destroy all confidential information within [30] days.

SECTION 11: DISPUTE RESOLUTION

11.1 Escalation Process

11.1.1 Level 1 (Operational): Disputes shall be addressed initially at the operational level between the Participant's compliance officer and the ACO's compliance officer.

11.1.2 Level 2 (Leadership): If not resolved within [30] days, the dispute shall be escalated to senior leadership of the Participant and the ACO for negotiation and resolution.

11.1.3 Level 3 (ACO Governance): If still unresolved, the dispute may be referred to the ACO's Governing Body or Quality Committee for final determination.

11.2 Mediation

If disputes are not resolved through escalation within [60] days, either party may request non-binding mediation before a neutral mediator mutually agreed upon, with costs shared equally.

11.3 Arbitration [Optional]

11.3.1 Any claim or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration, except for:

• Disputes involving alleged fraud or willful misconduct;
• Claims to enforce or clarify Stark Law, AKS, or other regulatory compliance;
• Injunctive relief sought to prevent irreparable harm.

11.3.2 Arbitration Procedures:

• ☐ Administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules;
• ☐ Single arbitrator selected by mutual agreement or AAA procedures;
• ☐ Hearing venue: [________________________________];
• ☐ Costs and attorneys' fees: [☐ Each party bears own | ☐ Split equally | ☐ Prevailing party recovery].

11.4 Continued Obligations During Disputes

The Participant shall continue to fulfill all obligations under this Agreement and comply with quality reporting and beneficiary notification requirements during any dispute resolution process, unless the dispute directly relates to those obligations.

SECTION 12: MISCELLANEOUS

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State: ________________________________], without regard to conflicts of law principles. Notwithstanding this choice of law provision, all matters related to Medicare, the MSSP, Stark Law, AKS, and fraud and abuse compliance shall be governed by federal law and regulation.

12.2 Notices

All notices required under this Agreement shall be in writing and delivered:

• ☐ Personally
• ☐ By email (with read receipt)
• ☐ By certified mail, return receipt requested
• ☐ By courier service (FedEx, UPS)

ACO Notice Address:

[________________________________]

[________________________________]

Attn: Compliance Officer / [Designated Contact]

Participant Notice Address:

[________________________________]

[________________________________]

Attn: [Designated Contact]

Notices shall be effective upon receipt.

12.3 Amendment and Modification

This Agreement may be amended only by written instrument signed by authorized representatives of both parties. The ACO shall notify Participants of material amendments and may require re-execution. Amendments must be submitted to CMS if required by the MSSP Agreement.

12.4 Assignment

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except:

• ☐ The ACO may assign this Agreement to a successor ACO approved by CMS;
• ☐ The Participant may assign to a successor entity if the Participant ceases operations and all obligations are assumed by the successor.

12.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

12.6 Entire Agreement

This Agreement, together with the exhibits attached hereto, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements. No oral modifications or understandings are valid unless reduced to writing and signed by both parties.

12.7 Counterparts and Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution and delivery by email (PDF or facsimile) shall have the same force and effect as delivery of manually executed originals.

12.8 Independent Contractor

The Participant is an independent contractor and is not an employee, agent, partner, or joint venturer of the ACO. The Participant remains solely responsible for all employment taxes, malpractice insurance, and applicable regulations governing independent providers.

12.9 No Third-Party Beneficiaries

This Agreement is for the benefit of the parties and their respective successors and permitted assigns, and no third party (including beneficiaries, employees, or contractors) has any rights under this Agreement.

SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties have executed this Participation Agreement as of the Effective Date stated above.

ACO PARTY

[ACO Legal Entity Name]

By: [________________________________]
Name (Print): [________________________________]
Title: [________________________________]
Date: [__/__/____]
NPI/TIN: [________________________________]

PARTICIPANT PARTY

[Participant Name/Entity]

By: [________________________________]
Name (Print): [________________________________]
Title: [________________________________]
Date: [__/__/____]
NPI/TIN: [________________________________]

EXHIBITS

Exhibit A – ACO Shared Savings Distribution Plan (including allocation methodology and repayment obligations for shared losses)

Exhibit B – Beneficiary Notification Form (to be displayed in care settings)

Exhibit C – Business Associate Agreement (if applicable under HIPAA)

Exhibit D – ACO Compliance Plan (incorporating by reference or as an attachment)

Exhibit E – Quality Measure Specifications and Reporting Timeline (current Performance Year)

Exhibit F – Participant Data Access and Reporting Schedule

SOURCES AND REFERENCES

• 42 U.S.C. § 1395jjj – Medicare Shared Savings Program statutory authorization
• 42 CFR Part 425 – Medicare Shared Savings Program regulations (comprehensive)
• 42 CFR § 425.204 – ACO application and Participant Agreement requirements
• 42 CFR § 425.402 – Beneficiary assignment methodology
• 42 CFR § 425.500 – Quality measures and reporting
• 42 CFR § 425.600 – ACO Track selection
• 42 CFR § 425.605 – Shared loss liability limits
• 42 CFR § 425.800–425.820 – Data sharing and HIPAA Business Associate Agreements
• 42 CFR § 411.355(m) – Physician Self-Referral Law exception for ACO participants
• 42 CFR § 1001.952(n) – Anti-Kickback Statute safe harbor for ACO activities
• CMS Medicare Shared Savings Program (MSSP) Final Rule and Subsequent Updates – Latest regulatory guidance and track models (https://www.cms.gov/Medicare/Medicare-Fee-for-Service-Payment/ACO/)
• OIG Special Fraud Alerts and Advisory Opinions – Accountable Care Organization Guidance (https://oig.hhs.gov/)
• HIPAA Privacy, Security, and Breach Notification Rules – 45 CFR Parts 160, 164
• 45 CFR Part 170 – Information Blocking Regulations (if ACO operates EHR networks)

Notes for Legal Counsel:

• This template reflects MSSP requirements as of April 2026. Consult CMS guidance for Track-specific variations (BASIC, ENHANCED, AIM, Pathways to Success).
• Each ACO's Participant Agreement must be tailored to the ACO's specific MSSP Agreement, distribution methodology, and compliance framework.
• Ensure all exhibits (Distribution Plan, BAA, Compliance Plan) are attached and consistent with CMS-approved documents.
• State-specific anti-kickback and Stark Law requirements may impose additional restrictions; review applicable state law.
• For commercial or REACH ACOs, modify Sections 3.5–6.4 to reflect the relevant model and waivers.