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Docusign Envelope lD: CEBCGB3C-DFA1-4BOC-AFE8-6A4A63440086 <br />5.6.2Facility shall obtain prior wdtten approval for any publication or distribution of <br />promotional materials using the CHPW name or logo. Unless such material requires review <br />and approval by HCA or CMS, CHPW shall decide whether to approve the materials within <br />fifteen (15) working days of the submission of the material to CHPW. <br />5.6.3 Facility shall not engage in direct andlor indirect door-to-door, telephonic, or other cold- <br />call marketing of enrollment with Members or potential Members. Member information and <br />marketing materials must be developed at the 6th grade reading level and require prior written <br />approval of CHPW. <br />5.7 Dispute Resolution. <br />5.7 .l If a dispute between CHPW and Facility arises with regard to performance or <br />interpretation of any of the terms of this Agreement, the parties shall first meet informally in <br />good faith to attempt to resolve the dispute. The complaining party shall send written notice <br />to the other party expressly referencing the provisions of this Section 5.7 andthe nature of <br />the dispute. The parties shall meet and in good faith work to resolve the dispute. <br />5 .7 .2 If the dispute is not resolved informally within thirty (3 0) days of receipt of such notice, <br />either party may send written notice to the other requesting formal consideration of the <br />disputed matter and describing its position on the disputed matter. The party receiving such <br />request shall review the matter and send a written response that describes its position on the <br />matter and the basis for its position to the requesting party within thirty (30) days of receipt <br />of the request for formal consideration. Where the party receiving the request for formal <br />consideration fails to respond within thirty (30) days of receipt, the requesting party may <br />proceed as ifthe request has been rejected. <br />5.7.3 Where a request for informal or formal resolution fails to result in resolution of the <br />dispute, the parties may agree to non-binding mediation conducted under mediation rules of <br />the American Health Lawyers Association or other mutually agreed organization. The <br />mediator's fees shall be bom in equal shares by the parties. All other related costs incurred <br />shall be the sole responsibility of the party incurring the cost. <br />5.7.4If the parties cannot resolve the maffer through non-binding mediation either party may <br />institute an action in any Superior Court of competent jurisdiction in King County, <br />Washington. <br />5.8 Responsibility for Own Acts. Each party shall be responsible for its own acts and <br />omissions and shall be liable for payment of that portion of any and all legal claims, liabilities, <br />injuries, suits, and demands and expenses of all kinds that may result or arise out of any alleged <br />malfeasance or neglect caused by said par.ry, its employees, agents or subcontractors. If a claim is <br />made against both parties, each party shall cooperate in the defense and cause its insurers to do <br />likewise. Each party shall, however, retain the right to take any action it believes necessary to <br />protect its own interests. <br />5.9 Indemnification. <br />2020 Facility Agmt- Template Page 18 of51 Contract #5908 -662684