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7. INDEMNIFICATION To the extent consistent with applicable state law, FCHN and Provider (each an "Indemnifying Party") shall defend, indemnify, and hold the other party and its officers, directors, shareholders, members, employees, and agents (the "Indemnified Party") harmless from and against any and all liabilities and losses, together with any costs and expenses, including, but not limited to reasonable attorney's fees and costs (collectively, "Damages") arising from claims asserted by a third party as a result of the Indemnifying Party's, or its officers', directors', shareholders', members', employees', or agents' actual or alleged (i) negligent acts or omissions, (ii) intentional or wrongful acts or omissions, or (iii) breach or failure of performance under this Agreement. To the extent consistent with applicable state law, Damages shall not include any amount resulting from the Indemnified Party's (i) negligent acts or omissions, (ii) intentional or wrongful acts or omissions, or (iii) breach or failure of performance under this Agreement. The indemnification obligations set forth in this Section 7 shall survive the expiration or termination of this Agreement. 8. TERM AND TERMINATION 8.1 Term of Agreement This Agreement shall take effect on the Effective Date first set forth above and shall expire on December 31 of the year in which the Effective Date falls. On January 1 of the following year and of each year thereafter, this Agreement shall automatically renew for successive one (1) year terms unless terminated in accordance with the terms of this Agreement. 8.2 Termination 8.2.1 Termination Without Cause Either party may terminate this Agreement without cause or penalty, by giving ninety (90) days prior written notice to the other party. 8.2.2 Termination by FCHN FCHN may immediately terminate this Agreement with respect to any individual Provider upon the failure of Provider to meet any of the FCHN credentialing and recredentialing standards and criteria, including the occurrence of any of the events identified in (i) FCHN's Credentialing and Recredentialing Policies and Procedures, and (ii) FCHN's Criteria for Provider Denial or Termination. Written notice of such action shall be given to Provider by FCHN as provided for in such policies and procedures and shall specify the effective date of termination. 8.2.3 Termination for Cause Except as otherwise set forth in Section 8.2.2 above, either party may terminate this Agreement for cause by giving the other party sixty (60) days prior written notice if the receiving party materially breaches any of the terms of this Agreement or fails to fulfill its obligations hereunder. Such notice shall specify the reasons for the termination and shall provide the breaching party opportunity to correct the cause to the reasonable satisfaction of the non-breaching party. Should the cause not be cured within this sixty (60) day period, this Agreement shall terminate on the last day of such period. 8.3 Effect of Termination -Continuation of Care FCHN-PRO-042016 This Agreement shall be of no further force or effect as of the effective date of termination except that: 8.3.1 8.3.2 FCHN shall require that Payors pay to Provider any payments accrued to Provider for Covered Services rendered prior to the effective date of termination and properly billed to Payors within the time required under this Agreement. Provider shall not seek compensation from the Participant for any Covered Services provided under the terms of this Agreement prior to the effective date of termination, except for any applicable Deductible, Co-payment, or Coinsurance amounts, as specified in Section 2.14 of this Agreement. 11