Loula
Personalized doula care, covered by insurance. Serving California families through pregnancy, birth, and postpartum.
to the Participating Provider Agreement with Loula Perinatal Health Services of California, LLC
This Addendum is between Loula Perinatal Health Services of California, LLC ("PN") and the undersigned Participating Provider ("Provider"). It supplements the Participating Provider Agreement between PN and Provider (the "Agreement"). Capitalized terms not defined here have the meanings given in the Agreement.
PN runs a referral program (the "Referral Program") through which PN may offer Provider the opportunity to serve prospective clients whom Provider did not independently source. Participation is optional. This Addendum sets out the terms that apply to those referrals. Most terms apply only if Provider accepts a referral; Section 6.1 also applies to referrals Provider declines.
2.1 "Loula Referral" means a prospective client whom PN's referral and matching process has identified and formally offered to Provider through the Loula platform. A "Referral Client" is a client Provider serves, or has served, as a result of accepting a Loula Referral.
2.2 "Membership Agreement" means the Membership Agreement between PN and Provider of which the Agreement forms a part.
2.3 "Referral Information" means non-public information about a prospective or current client that Provider receives through PN's referral and matching process or the Loula platform, including the client's name, contact information, location, due date or care stage, Benefit Plan, insurance identifiers, and description of needs. Referral Information is confidential and proprietary to PN. It does not include information a client gives Provider directly in the course of care, or information Provider can show was publicly available through no fault of Provider. This definition supplements, and does not limit, Provider's confidentiality obligations under the Membership Agreement.
2.4 "Referral Period" means, for each Referral Client, the period beginning when Provider accepts the Loula Referral and ending on the earlier of:
(i) the date the client's coverage for doula services under any Benefit Plan of a Participating Plan ends, or the client's doula benefit for that pregnancy is exhausted or otherwise ends, in each case as reflected in PN's records; or
(ii) the date the Agreement terminates.
The Referral Period does not end because Provider stops serving the client, asks PN to reassign the client, marks the client inactive, or because PN rematches the client to another Provider.
2.5 Declined Referrals. A Loula Referral that Provider declines, or does not accept within the time PN allows, is subject only to Section 6.1.
2.6 Groups. If Provider operates under a doula group, the Group Owner accepts this Addendum on behalf of the group, and that acceptance binds every doula practicing under the group's account, including each doula listed on Exhibit C to the Agreement, if any. "Provider" includes every such doula, and the obligations for a given Referral Client apply to whichever doula interacts with that client. The group is responsible for each doula's compliance; a doula's act or omission is deemed Provider's; and the group shall ensure each doula is informed of and agrees to this Addendum before interacting with a Referral Client. No doula other than the Group Owner may accept a Loula Referral until the Group Owner has accepted this Addendum.
Nothing in the Agreement requires Provider to participate in the Referral Program or to accept any Loula Referral.
Provider may decline any Loula Referral, or disable receipt of Loula Referrals entirely, at any time and for any reason, without penalty and without affecting Provider's standing or rights under the Agreement.
Provider's compensation for clients who are not Referral Clients is governed solely by Exhibit B of the Agreement and is unaffected by this Addendum.
4.1 Referral Client Payouts. For Loula Referrals Provider accepts on or after the date Provider accepts this Addendum, Provider's payout for Covered Services rendered to Referral Clients is as follows, at the standard Medi-Cal fee-for-service base reimbursement rates published by DHCS (Targeted Rate Increase rates effective January 1, 2024) as of the date of this Addendum:
These payouts reflect a Referral Program Fee of twenty-six percent (26%) of the applicable base reimbursement rate, retained by PN in place of the Advance Payment Fee that otherwise applies under Exhibit B of the Agreement (the "Referral Program Fee"). Where a Participating Plan's base reimbursement rate differs from the standard Medi-Cal rate, Provider's payout for Referral Clients is seventy-four percent (74%) of that plan's base reimbursement rate. If the table and this paragraph ever differ, this paragraph controls. All other terms of Exhibit B remain unchanged, and Exhibit B continues to govern Provider's payout for clients who are not Referral Clients.
4.2 Changes. PN may change the Referral Program Fee, and will update the table above accordingly, on at least thirty (30) days' notice, unless the parties agree in writing to a shorter period. PN may also update the table without changing the Referral Program Fee when DHCS or a Participating Plan changes its base reimbursement rates. A change to the Referral Program Fee applies only to Loula Referrals accepted on or after its effective date; a Referral Client remains subject to the Referral Program Fee in effect when Provider accepted that referral for the entire Referral Period. Accepting a Loula Referral after a change takes effect is Provider's agreement to the changed fee for that referral. If Provider does not agree to a change, Provider's recourse is to decline future Loula Referrals or withdraw under Section 7.1.
5.1 Provider of Record. For each Referral Client, PN is the contracted and billing provider of record under PN's Plan Agreement with the client's Participating Plan during the Referral Period, and Provider renders Provider Services under that Plan Agreement. PN may rematch a Referral Client to another Provider at any time during the Referral Period, including when Provider stops serving the client, when Provider gives or receives notice of termination or non-renewal of the Agreement, when PN determines a transition is needed for the client's care or for administration of the Referral Program, or when the client requests a different provider.
5.2 Client Choice. Nothing in this Addendum limits a client's right to choose or change their doula or any other provider at any time.
5.3 Transition Duties. If Provider stops serving a Referral Client, or gives or receives notice of termination or non-renewal of the Agreement, during a Referral Period, Provider shall (a) notify PN through the Loula platform or in writing before the last visit where practicable, (b) log all visits rendered in the Loula platform so PN can submit claims under Section 4.3 of the Agreement, and (c) cooperate in good faith with PN's rematch of the client. Covered Services rendered through Provider's last date of service are billed through PN.
6.1 Referral Information. Provider shall use Referral Information only to evaluate, accept, and perform Loula Referrals through PN, and shall protect it with at least reasonable care. Provider shall not disclose Referral Information except as necessary to perform a Loula Referral, as required by law, or as required by Section 2.8 of the Agreement, and shall not use it for any other purpose, including to contact, enroll, or serve a client outside of PN. When Provider declines a Loula Referral or does not accept it in time, or when a Referral Period ends and Provider is no longer serving the client, Provider shall promptly stop using and delete or return that client's Referral Information, except records Provider must retain under law or the Agreement.
6.2 Covered Services Billed Through PN. Under Sections 4.1 and 4.3 of the Agreement, Covered Services Provider renders through PN are billed under PN's Taxpayer Identification Number. Accordingly, during the Referral Period Provider shall render all Covered Services to a Referral Client under PN's Plan Agreement with the client's Participating Plan, shall log all visits for those services in the Loula platform so PN can submit the claims, and shall not submit or permit any claim for Covered Services to that client to any Participating Plan, Medi-Cal, or other payer under Provider's own NPI, another group's or entity's NPI, or any other arrangement.
6.3 No Private Payment for Covered Services. Section 4.1 of the Agreement applies to each Referral Client. In addition, during the Referral Period Provider shall not propose, request, or arrange any direct-pay, package, or membership arrangement with a Referral Client, or anyone on the client's behalf, for Covered Services.
6.4 Non-Covered Services. Provider may provide services to a Referral Client that are not Covered Services, during or after the Referral Period, if (a) the services are within the scope of Provider Services in Exhibit A to the Agreement and are not clinical or medical in nature, (b) Provider does not submit a claim for them to PN or to any Participating Plan, Medi-Cal, or other payer, and (c) Provider does not charge the client, or anyone on the client's behalf, except as permitted by Section 4.1 of the Agreement, applicable law, and the Participation Policies. Providing services under this Section 6.4 is not a use of Referral Information outside of PN.
6.5 Transfers. During the Referral Period, Provider shall not hand off care for a Referral Client to anyone who is not bound by a Participating Provider Agreement and this Addendum. A hand-off to a doula who is so bound, within Provider's group or otherwise, is permitted, and the receiving doula is bound by this Section 6 as if they had accepted the Loula Referral.
6.6 Use of PN's Name, Credentials, and Contracts. Provider shall not use PN's name, group NPI, Taxpayer Identification Number, or Plan Agreements, or represent that Provider acts on PN's behalf, except in rendering and documenting services through PN under the Agreement.
6.7 Care-Related Communications. This Section does not limit Provider's rights or obligations under Section 3.5 of the Agreement. Nothing in this Section restricts Provider from discussing health status, medical care, treatment options, the client's right to choose any provider, or any other care-related matter with a client. This Section governs only the use of Referral Information and the routing of Covered Services and claims through PN during the Referral Period.
6.8 Separate Episodes. A client's independent decision to engage Provider for a future, separate pregnancy or episode of care does not violate this Section, provided Provider has complied with Section 6.1.
6.9 No Restraint on Practice. Nothing in this Addendum restricts Provider from (a) serving any client who is not a Referral Client, (b) enrolling or contracting with any Plan, Medi-Cal, or other payer in Provider's own name or through another group, or (c) serving any person, including a former Referral Client, or otherwise practicing Provider's profession in any manner, after the Agreement terminates. The parties intend that no provision of this Addendum operate as a restraint within the meaning of California Business and Professions Code Section 16600.
7.1 Provider Withdrawal. Provider may withdraw from the Referral Program at any time by disabling receipt of Loula Referrals in the Loula platform. Withdrawal pauses new Loula Referrals without terminating this Addendum and does not affect Referral Clients Provider is already serving. Provider may re-enable participation at any time.
7.2 PN Removal. PN may suspend or remove Provider's eligibility for new Loula Referrals, temporarily or permanently, with or without cause, on notice to Provider. Reasons may include a pattern of client complaints, a pattern of accepting Loula Referrals without timely initiating or continuing care, a breach of this Addendum or the Loula Referral Program Code of Conduct, or any other reason PN reasonably determines is in the best interest of PN, its clients, or the Referral Program. Removal does not by itself affect Referral Clients Provider is actively serving, except that Section 5 governs any transition, and does not affect Provider's rights under the Agreement for clients who are not Referral Clients. Suspension or removal does not extend any obligation under Section 6 beyond the Referral Period or the term of the Agreement.
7.3 Corrective Action. As between PN and Provider, this Addendum and the Loula Referral Program Code of Conduct are Participation Policies under Section 1.9 of the Agreement. If Provider breaches Section 6, PN may, in its discretion and in any combination: provide coaching or a written warning; require a corrective action plan on terms PN specifies; suspend or remove Provider under Section 7.2; recover the amounts in Section 7.4; or terminate the Agreement under Section 5.2 of the Agreement. Choosing a lesser measure does not waive any other measure for that or any later breach, and Section 7.1 of the Agreement applies.
7.4 Financial Remedies. If Provider breaches Section 6.2 or 6.3 for a Referral Client, Provider shall (a) refund any compensation PN paid Provider for a date of service for which Provider also received payment, directly or indirectly, from any other source for that client, and (b) pay PN the Referral Program Fee PN would have received had the Covered Services Provider rendered to that client outside of PN during the Referral Period been billed through PN. The parties agree amount (b) is a reasonable estimate of PN's loss and not a penalty. PN may offset these amounts against amounts otherwise payable to Provider under the Agreement.
Except as expressly modified by this Addendum for Loula Referrals, the Agreement remains in full force. This Addendum is not an amendment to the Agreement's generally applicable compensation terms under Section 7.7 of the Agreement; it is a separate, voluntary arrangement that applies only upon Provider's affirmative acceptance and only to Loula Referrals Provider elects to accept.
9.1 Term. This Addendum takes effect upon Provider's electronic acceptance under Section 10 and remains in effect until it terminates under Section 9.2. Withdrawal under Section 7.1 and temporary suspension under Section 7.2 pause new Loula Referrals but do not terminate this Addendum, and eligibility resumes without re-acceptance when the pause ends.
9.2 Termination. This Addendum terminates only upon PN's permanent removal of Provider under Section 7.2 or upon termination of the Agreement. After termination, Provider is not eligible for new Loula Referrals, and future participation requires accepting a new or successor addendum and, if the Agreement has terminated, a new Agreement. Termination of this Addendum does not terminate the Agreement.
9.3 Survival. If this Addendum terminates while the Agreement continues, Sections 4 through 7 continue to apply to each Referral Client Provider was serving at termination until that client's Referral Period ends. When the Agreement terminates, Provider's obligations under Section 6 end, except that Section 6.1 continues to the extent Provider's confidentiality obligations under the Membership Agreement continue. Termination does not relieve Provider of liability for any breach of Section 6 that occurred before termination, and Section 7.4 survives as to any such breach.
Provider may accept this Addendum electronically. By checking the attestation box in the Loula platform and confirming acceptance, Provider gives a valid electronic signature and binding acceptance of this Addendum for all purposes, including under the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.).
PN will retain a record of Provider's acceptance, including the date and time, the version of this Addendum accepted, and the authenticated Provider account used. PN's agreement is evidenced by PN's offering this Addendum through the Loula platform for acceptance on these terms, and no further signature is required from either party.
Personalized doula care, covered by insurance. Serving California families through pregnancy, birth, and postpartum.
