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Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0
<br />4.5
<br />g, Provider is excluded from participation in Medicare arid state health sare programs pursuant to
<br />Section 1 128 of the Social Security Act or otherwise is terminatecl as a provider by any state or
<br />fedelal health care program.
<br />h. Provider engages in fiaud or deception, or knowingly permits fraud or deception by another in
<br />connection with Provider's obligations under this Agreement.
<br />i. Health PIan deterrnines that health care services are not being properly provided, or arranged for, and
<br />that such failure poses a threat to Members' health and safety,
<br />Termination Notlltcation to Members. Upon receipt of termination by either Health Plan or Provider,
<br />Flealth PIan will infom affected Members of such termination notice in accordance with the process set
<br />forth in the Provider Manual, Health Plan will make a good faith effort to ensute that such notice is
<br />provided at least thirty (30) days prior to the effective date of the termination or hnmediately for a
<br />termination for cause that results in less than thirty (30) days' notice to a[[ Members, Members may then
<br />be required to select another provider contracted with Health Plan prior to the effective date of
<br />termination of this Agrcement.
<br />ARTICLE FIVE. GENERAL PROVISIONS
<br />Indemnilication. Each pafy shall indemnify and hold harmless the other parlry and its officers, directors,
<br />shareholders, employees, agents, and representatives from any and al1 liabilities, losses, damages, claims,
<br />and expenses ofany kind, including costs and attorneys' fees, which result from the duties and
<br />obligations of the indemnifying party andior its officers, directors, shareholders, employees, agents, and
<br />representatives undet this Agreement,
<br />Relationship of the Parties. Nothing contained in this Agreement is intended to create, nor shall it be
<br />construed to create, any relationship between the parties other than that ofindependent parties contracting
<br />with each other solely for the purpose of e{Tectuating the provisions of this Agreement, This Agreement is
<br />not intended to create a relationship of agency, representation, joint venture, or employment between the
<br />parties. Nothing herein contained shall prevent any of the pafties from entering into similar arrangements
<br />with other parties. Each of the parties shall maintain separate and independent management and shall be
<br />rcsponsible for its own operations, Nothing contained in this Agreement is intended to create, nor shall be
<br />construed to create, any right in any third party, including but not limited to Health Plan's Members. Nor
<br />shall any third party have any right to enforce the terms of this Agreement.
<br />Dntire Agreement. This Agreement, together with Attachments, Exhibits, Amendments and incorporated
<br />documents or materials, contains the entire agreement between Health Plan and Provider relating to the
<br />rights granted and obligations imposed by this Agreement. Additionally, as to the Medicaid products
<br />offered by llealth Plan, the contract between HCA and the Health Plan shall be the guiding and
<br />controlling document when interpreting the terms of this Agreement. Any prior agreements, promises,
<br />negotiations, or representations, either oral or written, relating to the subject matter of this Agreement are
<br />ofno force or effect.
<br />Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of
<br />competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall remain in full
<br />force and effect and shall in no way be affeoted, impaired, or invalidated as a result of such decision.
<br />Notice.
<br />a. Delivery. All notices required or permitted by this Agreement will be in writing and will be
<br />delivered: (i) in person; (ii) by U.S. Postal Service ("USPS") registered, certifiecl, or express mail
<br />with postage prepaid; (iii) by overnight courier that guarantees next day delivery; (iv) by facsimile
<br />transmission; or (v) by e-mail. Any notice sent with signature delivery confirmation or return receipt
<br />requested, is deemed given on the date of delivery. If no delivery date is shown, notice is deemed
<br />given two (2) business days after the postmark date. Notice delivered by USPS express maii, Federal
<br />Express, or by overnight courier that guarantees next day delivery is deemed given two (2) business
<br />days after delivery of the notice to USPS or the overnight courier. For delivery by facsimile
<br />transmission, the notice is deemed delivered upon confirrnation of receipt of the transmission. For
<br />5.1
<br />5.2
<br />5.3
<br />5.5
<br />5.4
<br />MHWPlrOV22.3 MIIWPSA/Rcvised J'dn 2024 Page 14 of25
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