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VIII. AMENDMENTS 8.1 The Agreement; any addenda, attachments, fee schedules or exhibits thereto; any policies or procedures incorporated into the Agreement by reference; the provider administrative manual; and medical and reimbursement policies may be amended by the Company by giving ninety (90) days prior written notice to the Medical Group of such amendment(s). If the Medical Group objects to the amendment, the Medical Group may terminate this Agreement by giving the Company written notice no later than thirty (30) days after receipt of the written notice of the amendment. Said termination will be effective at the end of the ninety (90) day notice period, unless within sixty-five (65) days of the date of the notice of amendment, the Company gives the Medical Group written notice that the Company will not implement the amendment. In the event state or federal laws are enacted, or state or federal regulations are promulgated, which Company determines renders this Agreement, or any provision, illegal or this Agreement is otherwise deemed by a state or federal regulatory agency to violate such laws or regulations, this Agreement shall be immediately reformed to comply with such laws or regulations or terminated. Amendments required because of legislative, regulatory or legal requirements do not require the consent of the Medical Group and will be effective immediately upon notice to the Medical Group of the effective date thereof. Company will, as promptly as possible, provide notice to the Medical Group of such amendments. IX. DISPUTE RESOLUTION 9.1 MEMBER COMPLAINTS — Medical Group agrees to cooperate fully with the Company in the investigation and resolution of Member complaints and grievances concerning Covered Services provided under this Agreement. Upon request, Medical Group will furnish the Company with a copy of its procedures for handling Member complaints. 9.2 INTERNAL PROVIDER APPEAL PROCESSES — Company shall maintain one or more internal provider appeal processes to adjudicate disputes that may arise between Medical Group and the Company. The Company's internal provider appeal processes are set forth in Exhibit D to this Agreement and incorporated herein by reference. Unless otherwise indicated herein or in Exhibit D, Medical Group must exhaust the applicable provider appeals process before initiating any of the post -appeal processes set forth below. In the event the Company rejects a Medical Group's request to dispute an issue, or fails to notify Medical Group that Medical Group's request to dispute an issue has been accepted, within thirty (30) days from the date the request is made, Medical Group may bypass the applicable provider appeals process and proceed directly to mandatory non- binding mediation, which shall be conducted in accordance with RCW chapter 7.07. Medical Group and Company shall each bear their own costs of mediation and shall split equally the costs of the third -party mediator. In addition, if Medical Group submits a dispute to the Provider Billing Dispute Appeal Process, and the Company fails to timely render a decision based on the time frames described in Exhibit D, Medical Group may bypass the Provider Billing Dispute Appeal Process and proceed directly to one or more of the post -appeal processes described below. 9.3 POST -APPEAL PROCESSES — If, after the exhaustion of the applicable internal provider appeals process, either party is dissatisfied with the outcome of the internal provider appeal and wants to further dispute the issue(s), the disputed issue(s) must be submitted to one or more of the processes as described below. Any prerequisites to initiating one of the processes described below must be met before the process can be initiated. Alternative dispute resolution, unless so elected by the Medical Group as provided herein, is not required to the exclusion of judicial remedies. Asuris MGA Agreement (Rev. 05/2017) A18816854AA Page 15 of 20