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Docusign Envelope lD: CEBC6B3C-DFA1-4BOC-AFE8-6A4A63440086 <br />5.9.1 Each party agrees to indemnify and hold harmless (and at such party's request, defend) <br />the other party, its directors, officers, employees and agents from any third party claims, <br />judgments, damages, costs, suits, losses, or liabilities (including reasonable attorney's fees) <br />arising solely and exclusively out of the negligence, wrongful act or omission, or breach of <br />this Agreement by such indemniflring party, or any of its respective officers, directors, agents <br />or employees. <br />5.9.2 CHPW shall not be liable to Members for any act of malpractice on the part of Facility <br />or Facility-Based Providers. Facility shall indemnify, defend, and hold harmless CHPW <br />from any such liability. The indemnity in the immediately preceding sentence shall not apply <br />to any alleged act of independent liability on the part of CHPW, or any of its employees or <br />agents. <br />VI. TERM OF AGREEMENT ANID TERMINATION <br />6.1 Term. This Agreement shall take effect on the date specified on page one as the Effective <br />Date, and shall remain in force for an initial term of 12 months from the effective date. It shall <br />automatically renew for successive one (l) year terms unless written notice of intent not to renew <br />is given one hundred twenty (120) days prior to the expiration date of any such annual term, or <br />unless otherwise terminated as provided hereunder. <br />6.2 Termination upon Breach. Either pafi may terminate this Agreement if (i) it believes the <br />other party has committed a material breach of the Agreement, (ii) it gives the breaching party <br />written notice describing the breach and (iii) such breach is not corrected, or a corrective action <br />plan approved by both parties is not in place, within thirly (30) days following the written notice. <br />Further, this Agreement may be terminated immediately if a party or any of its Directors, <br />Officers, Owners or employees is excluded from participation in a state and federal sponsored <br />health program, is convicted of a crime, has its license or certification revoked, or fails to <br />accurately complete and timely return the Disclosure of or Change in Ownership and Control <br />Interest form <br />6.3 Termination without Cause. Either pafi may terminate this Agreement without cause <br />upon at least one hundred twenty (120) days advance written notice to the other parly given <br />pursuant to Section 7.6 below. <br />6.4 Continuing Responsibilities upon Termination. Neither party shall be released from <br />obligations hereunder prior to the effective date of termination, except that after the effective <br />date of termination hereof, Facility shall continue to provide Covered Services to Members under <br />this Agreement until such Member has been discharged from Facility or, based upon the CHPW <br />Medical Director's determination that the Member's care can be safely transferred to another <br />facility, the Member has been transferred to another facility or provider. CHPW shall reimburse <br />Facility in accordance with the reimbursement rate provided herein for any Covered Services <br />rendered pursuant to this Section 6.4 after the effective termination date. <br />6.5 Member Notification. Whether the termination was for cause or without cause, CHPW will <br />make a good faith effort to ensure that written notice of termination is provided at least thirty <br />2020 F aclllty Agmt - Template Page 19 of5l Contract #5908-662684