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°. 10. 11. Utilization Review - PROVIDER acknowledges and agrees that the intent of this Agreement is to provide clients with immediate (defined as within four (4) working days except as described in Section #3) In-Home, prevention, retention and contingency services for children and families involved in CWWV (MHS will make initial authorization for services including projected number of sessions as propOsed in Case Manager's evaluation submitted by PROVIDER. After the initial authorization and if the case is not closed, MHS will review the case with the PROVIDER and determine whether additional services/sessions are required. MHS may authorize additional services/sessions, or, when necessary, reassign the case. Client Records and Reports - Upon admission, MHS and PROVIDER will require parent or guardian of client to sign consent allowing records or information to be exchanged between them. PROVIDER will forward to MHS a full discharge summary within seven (7) days of client's disoharge. PROVIDER will provide itemization of billed charges to MHS at time of billing. PROVIDER will maintain within its possession and Control the complete (or facsimile) client record of all clients using PROVIDER services under this Agreement. PROVIDER and MHS shall comply at all times with State and Federal laws regarding the confidentiality of client clinical and financial records: PROVIDER shall timely provide to MHS, at no cost and with the parent/guardian's written authorization, copies of the client's clinical record upon written request of MHS. Indemnification - PROVIDER and MHS shall each be solely responsible for and shall keep, save, and hold the other harmless from all claims, loss; liability, expense, or damage incurred by or charged against MHS or PROVIDER, as the case may be, in connection with any and all claims or suites arising out of any activity, act, or omission, including.negligence or malpractice, of PROVIDER or MHS or their respective directors, officers, employees, agents, servants, or independent contractors. The parties' liability under this clause shall continue on full force and effect after the termination of this Agreement. Each party, at its sole cost and expense, agrees to maintain professional liability insurance and comprehensive general liability insurance in connection with activities under this Agreement and shall require its independent contractors (e.g., Physicians and other Mental Health Professionals) to maintain professional liability and comprehensive general liability insurance. 'Representations - PROVIDER and MHS; their respective officers, directors, emPloyees, agents, servant, or independent contractors, shall not hold themselves out as nor be considered an agent, employee, servant, or independent contractor of the other except as otherwise provided in this Agreement. Termination of Agreement - Either party may terminate this Agreement by giving thirty O0) days prior written notice to the other party. In the event PROVIDER terminates this Agreement, or this Agreement expires, PROVIDER shall continue to furnish services to any client who is an actiVe client on the date of such termination or expiration, and for so long as the current authorization continues. MHS shall pay PROVIDER for such services in accordance with the terms of this Agreement. Page 3 of 4