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3.5, 3.6, 3.7, 4.2, 4.3, 5.1, 5.2, 5.3, 7.3, and 7.4 and Article VIII, survive the expiration or termination of this
<br />Agreement.
<br />ARTICLE VIII - MISCELLANEOUS
<br />8.1. Relationship of Parties. The relationship between or among Health Plan, Company, Provider, Payer
<br />and any Contracted Provider hereunder is that of independent contractors. None of the provisions of this Agreement
<br />will be construed as creating any agency, partnership, joint venture, employee -employer, or other relationship.
<br />References herein to the rights and obligations of any Company under this Agreement are references to the rights and
<br />obligations of each Company individually and not collectively. A Company is only responsible for performing its
<br />respective obligations hereunder with respect to a particular Product, Coverage Agreement, Payer Contract, Covered
<br />Service or Covered Person. A breach or default by an individual Company shall not constitute a breach or default by
<br />any other Company, including but not limited to Health Plan.
<br />8.2. Conflicts Between Certain Documents. If there is any conflict between this Agreement and any
<br />policy or procedure of Company, this Agreement will control. In the event of any conflict between this Agreement
<br />and any Product Attachment, the Product Attachment will control as to such Product.
<br />8.3. Assignment. This Agreement is intended to secure the services of and be personal to Provider and
<br />may not be assigned, sublet, delegated or transferred by Provider without Health Plan's prior written consent. Health
<br />Plan shall have the right, exercisable in its sole discretion, to assign or transfer all or any portion of its rights or to
<br />delegate all or any portion of its interests under this Agreement or any Attachment to an Affiliate, successor of Health
<br />Plan, or purchaser of the assets or stock of Health Plan, or the line of business or business unit primarily responsible
<br />for carrying out Health Plan's obligations under this Agreement.
<br />8.4. Headings. The headings of the sections of this Agreement are inserted merely for the purpose of
<br />convenience and do not limit, define, or extend the specific terms of the section so designated.
<br />8.5. Governing Law. The interpretation of this Agreement and the rights and obligations of Health Plan,
<br />Company, Provider and any Contracted Providers hereunder will be governed by and construed in accordance with
<br />applicable federal and State laws.
<br />8.6. Third Party Beneficiary. This Agreement is entered into by the Parties signing it for their benefit, as
<br />well as, in the case of Health Plan, the benefit of Company, and in the case of Provider, the benefit of each Contracted
<br />Provider. Except as specifically provided in Section 3.5 hereof, no Covered Person or third party, other than
<br />Company, will be considered a third party beneficiary of this Agreement.
<br />8.7. Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended only
<br />by written agreement of duly authorized representatives of the Parties.
<br />8.7.1. Health Plan may amend this Agreement by giving Provider written notice of the amendment
<br />to the extent such amendment is deemed necessary or appropriate by Health Plan to comply with any Regulatory
<br />Requirements. Any such amendment will be deemed accepted by Provider upon the giving of such notice.
<br />8.7.2. Health Plan may amend this Agreement by giving Provider written notice (electronic or
<br />paper) of the proposed amendment. Unless Provider notifies Health Plan in writing of its objection to such
<br />amendment during the 30 day period following the giving of such notice by Health Plan, Provider shall be deemed
<br />to have accepted the amendment. If Provider obj ects to any proposed amendment to either the base agreement or any
<br />Attachment, Health Plan may exclude one or more of the Contracted Providers from being Participating Providers in
<br />the applicable Product (or any component program of, or Coverage Agreement in connection with, such Product).
<br />8.7.3. Notwithstanding the above, Health Plan will give Provider at least 60 days' prior written
<br />notice of any amendment or new Attachment involving changes that affect health care service delivery or
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