8781-14 Authorize Agreement betweenWestshore COG and MetroHealth

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expenses, professional liability insurance premiums, contributions to insurance and pension or other deferred compensation plans (including, but not limited to, workers' compensation and social security contributions, licensing and registration fees), additional benefits of any type, and the filing of all necessary documents, forms and returns pertinent to all of the foregoing. E. Neither Party shall make any claim that the other Party is responsible for the payment or filing of any of the foregoing payments, withholdings, contributions, taxes, documents and returns, including but not limited to, Social Security contributions and employer income tax withholding obligations. F. Each Licensed Professional is, and at all times during any active term of this Agreement shall remain an employee of Provider. However, and notwithstanding anything else to the contrary in this section, during, and for the purposes of, the services provided by the Licensed Professional to Client and its patients within the scope of this agreement, Client may exercise such control over each Licensed Professional as is either required by law, or is usual, customary, and incidental to any credentials or privileges granted by Client to the Licensed Professional. G. If the services under this Agreement so require, then Provider agrees to execute Client's Business Associate Agreement as that term is defined and used in both the Health Insurance Portability and Accountability Act of 1996 and rules promulgated thereunder (as amended from time to time, "HIPAA ") and the American Recovery and Reinvestment Act of 2009 and rules promulgated thereunder (as amended from time to time, "ARRA "). Section X. Controlling Laws; Severability of Provisions; Jurisdiction; Dispute Resolution. A. This Agreement is signed, executed and consummated in the State of Ohio, and Ohio's laws shall govern all disputes, controversies, and litigation arising hereunder. Provider and Client hereby agree that proper venue for all disputes, controversies and litigation arising under this Agreement lies exclusively with the Courts of Ohio. For all disputes, controversies and litigation arising under this Agreement, Provider and Client hereby Qointly and individually) submit to the personal jurisdiction of the Ohio Courts. B. If any provision herein is subsequently determined to be illegal or otherwise unenforceable, all other provisions hereof shall remain in frill force and effect and fully enforceable notwithstanding such determination of partial illegality or unenforceability. C. If there is a dispute arising out of the Agreement, the Parties: (1) Shall attempt in good faith to amicably resolve such dispute; (2) Agree to mediation as further defined; and, 6