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competent jurisdiction, the remaining provisions of this Agreement will remaining in full force and effect. 10.2 ASSIGNMENT — This Agreement, and any rights or obligations hereunder, shall not be assigned, delegated or transferred by Medical Group without the prior written consent of Company. Company may assign this Agreement to any entity that controls, is controlled by, or is under common control with Company, or which succeeds to its business through a sale, merger or other corporate transaction. 10.3 BINDING EFFECT — This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of Company and Medical Group. 10.4 WAIVER OF BREACH — Waiver of breach of any provision of this Agreement will not be deemed a waive of any other breach of the same or different provision. 10.5 FORCE MAJEURE — Neither party will be deemed to be in violation of this Agreement if it is prevented from performing its obligations by events beyond its control including, without limitations, acts of God or of the public enemy, flood or storm, strikes, or statute, rule or action of the government or agency. The parties will make a good faith effort; however, to assure that Members have access to Medical Group's services, consistent with applicable law, despite such events. 10.6 NOTICES AND COMMUNICATION BETWEEN THE PARTIES - The following provisions will apply to notices and communications between the parties to this Agreement. 10.6.1 Certain Notices Required Under_This Agreement. The following notices must be sent via overnight delivery with delivery confirmation or certified mail, return receipt requested: a. all notices for termination of this Agreement; b. all requests for mediation; and C. all requests for arbitration. 10.6.2 All Other Notices and Communications. All other notices and communications between the parties which are necessary for the proper administration of this Agreement (including notices required within this Agreement which are not included in Section 10.6.1 above) may be communicated via regular U.S. mail, confirmed facsimile, or electronic mail. In addition, Company may notify Medical Group of policy changes, Administrative Manual changes, and other general communications through its Provider Web Site, as long as Company sends notice by U.S. mail, facsimile, or electronic mail (1) informing Medical Group that Company has published a policy change, Administrative Manual change, or other general communication on its Web Site, and (2) directing Medical Group to the location of the policy change, Administrative Manual change, or other general communication on Company's Provider Web Site. Notice in this manner shall constitute notice under the Agreement. 10.6.3 Confidential and Protected Health Information. If a notice or communication includes information which is confidential or proprietary to either or both parties and/or which includes Protected Health Information ("PHI") as defined under Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. 201 et seq.), then the following restrictions must be observed when communicating such information: 10.6.3.1 U.S. Mail/Certified Mail/Overnight Delivery — No additional requirements. 10.6.3.2 Facsimile Transmission— The information must be prefaced by a formal cover sheet noting the confidentiality of such information. Asuris MGA Agreement (Rev. 05/2017) A18816854AA Page 18 of 20