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5.14 Force Majeure. Neither Party will be liable or deemed to be in default for any delay or failure to perform <br />ally duty under this Agreement resulting directly or indirectly, from acts of God, civil or military <br />authority, acts of a public enemy, war, accident, fire, explosion, earthquake, flood, strikes by either <br />Party's employees, or any other similar cause beyond the reasonable control of such Party if it is <br />determined that such Party: (i) used the efforts a reasonable person would during a force majeure event to <br />perform its duties under this Agreement; and (ii) the Party's inability to perform its duties during the force <br />majeure event is not due to its failure to take measures to protect itself against the force majeure event. <br />5.15 Expenses. Unless otherwise specifically stated in the Agreement, all costs and expenses incurred in <br />connection with this Agreement will be paid by the Party incurring the cost or expense. <br />5.16 Adjustments. If a governmental agency imposes a penalty, sanction, or other monetary adjustment or <br />withhold due to Provider's non-compliance with this Agreement, Health Plan will be able to collect the <br />amount imposed on or withheld from Health Plan. Health Plan may collect the amount: (i) by offsetting <br />from amounts due to Provider; or (ii) Health Plan may issue a recoupment letter and Provider will remit <br />funds pursuant to the terms of the recoupment letter. If required, such offset or recoupment will be done <br />in a manner that is compliant with Laws and Government Program requirements. This section will <br />survive any termination. <br />5.17 Confidentiality. Any information disclosed by either Party in fulfillment of its obligations under this <br />Agreement, including, but not limited to, health care information, compensation rates, and the terms of <br />the Agreement, will be kept confidential. Information provided to Provider, including, but not limited to, <br />Member lists, QI Program, credentialing criteria, compensation rates, and any other administrative <br />protocols or procedures of Health Plan, is the proprietary property of Health Plan and will be kept <br />confidential. Provider will not disclose or release such material to a third party without the written <br />consent of Health Plan. This section will survive any termination. <br />5.18 Headings and Construction. The headings in this Agreement are for reference purposes only and are not <br />considered a part of this Agreement in construing or interpreting its provisions. It is the Parties' desire <br />that if a provision of this Agreement is determined to be ambiguous, then the rule of construction that <br />such provision is construed against its drafter will not apply to the interpretation of the ambiguous <br />provision. The following rules of construction apply to this Agreement: (i) the word "day" means <br />calendar day unless otherwise specified; (ii) the term "business day" means Monday through Friday, <br />except federal holidays; (iii) all words used in this Agreement will be construed to be of such gender or <br />number as circumstances require; (iv) references to specific statutes, regulations, rules or forms, such as <br />CMS-1500, include subsequent amendments or successors to them; and (v) references to any government <br />department or agency include any successor departments or agencies. <br />MHWPROV22.3 MIIWPSA/Revised Jan 2024 Page 17 of25 <br />