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Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 5.14 Force Mnjeure. Neither Party will be liable or deemed to be in default for any delay or failure to perforrn any duty under this Agreement resulting directly or indirectly, from acts of God, civil or military authority, acts of a public enemy, war, accident, fire, explosion, earthquake, flood, strikes by either Party's employees, ot any other similar cause beyond the reasonable control of such Party if it is determined that such Pafty: (i) used the efforts a reasonable person would during a force majeure event to perform its duties under this Agreement; and (ii) the Party's inability to perform its duties during the force majeurc event is not due to its failure to take measures to protect itself against the force majeure event, 5.15 Expenses. Unless otherwise specifically stated in the Agreement, all costs and expenses incumed in connection with this Agreement will be paid by the Parfy incurring the cost or expense. 5.16 Adjusfments. If a governmental agency imposes a penalty, sanction, or other monetary adjustment or withhold due to Provider'$ non-compliance with this Agreement, Health Plzur will be able to collect the amount imposed on or withheld from Health Plan. Health Plan may collect the amount: (i) by offsetting from amounts due lo Provider; ot (ii) Health Plan may issue a recoupment letter and Provider will remit funds pursuant to the terms of the recoupment letter, If required, such offset or recoupment will be done in amanner that is compliant with Laws and Government Program requirements. This section will sulvive any termination. 5.17 Confidentiality. Any information disclosed by either Party in fulfillment of its obligations under this Agreement, including, but not limited to, health care information, compensation rates, and the terms of the Agreement, will be kept confldential, Information provided to Provider, including, but not lirnited to, Member lists, QI Program, credentialing criteria, compensation rates, and any other administrative protocols or procedures of Health Plan, is the proprietary property of Health Plan and will be kept confidential. Provider will not disclose or release such material to a third party without the written consent of Health Plan. This section will survive any termination. 5.1B Ileadings and Construction. The headings in this Agreement are for reference purposes only and ate not considered a part of this Agreement in construing or interpreting its provisions. It is the Parties' desire that if a provision of this Agreement is determined to be ambiguous, then the rule of construction that such provision is construed against its drafter will not apply to the interpretation of the ambiguous provision, The following rules of construction apply to this Agreemenl (i) the word 'oday" means calendar day unless otherwise specified; (ii) the term "business day" means Monday through Friday, except federal holidays; (iii) all words used in this Agreement will be construed to be of such gender or numbel as circumstances require; (iv) references to specific statutes, regulations, rules or forms, such as CMS-I500, include subsequent amendments or successors to them; ancl (v) references to any government department of agency include any successor departments or agencies. MTIWPROV22.3 MI-lWPSA./Revis ad Ja:n 2024 Page l7 of25