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D. Notwithstanding the foregoing, in no event shall Life Force have any liability <br />whatsoever for incidental or consequential damages. Life Force shall not be liable <br />for any overpayments to the responsible parties or Payors based on the <br />documentation, quality, utilization, medical necessity or appropriateness of services <br />provided by Client or its personnel nor shall Life Force be liable to Client or any <br />Payor for any errors or omissions relating to any reports provided by Life Force to <br />Client deemed final pursuant to Section 2(J). <br />SECTION 5- TERM OF AGREEMENT. <br />A. The term of this Agreement is for a period of 365 days beginning on the March 1 day <br />of 2009. The agreement will renew automatically at the end of each term for <br />additional periods of 365 (days), unless either party gives written notice to the other <br />of termination of this Agreement, no later than thirty (30) days prior to the expiration <br />of the then current term of the Agreement. <br />B. This Agreement may be terminated at any time by either party for good cause. Good <br />cause to terminate by Life Force shall exist if Client fails to make payment to Life <br />Force when due after written notice from Life Force and a five (5) day opporiunity to <br />cure, or if Client fails to abide by any other term of the Agreement after written <br />notice from Life Force and a thirty (30) day opportunity to cure. Good cause to <br />terminate by Client exists if Life Force fails to abide by any term of this Agreement <br />after written notice from Client and a thirty (30) day opportunity to cure. <br />C. After the termination of this Agreement, Life Force shall continue to provide <br />Ambulance collection services for all accounts received for billing prior to the date of <br />termination for at least six (6) months or until such further time as the parties shall <br />agree, and Life Force shall be entitled to receive the compensation set forth in <br />Section 3 for such continued services. <br />D. Upon termination of Life Force's services, Life Force shall prepare a detailed listing <br />of accounts receivable and the aging of all unpaid accounts. These reports shall be <br />delivered to the Client promptly upon payment of all then remaining amounts due to <br />Life Force. <br />SECTION 6- RECORDS, AUDITS, AND CONFIDENTIALITY: <br />A. Client Records. All original supporting documentation as set forth in Section 2 <br />maintained by Client shall be the sole and exclusive property of Client. Life Force <br />and its authorized representatives shall have the right to inspect and copy Client's <br />records upon request during reasonable business hours for the purpose of verifying <br />the Ambulance Services provided and calculating the compensation payable under <br />Section 3. <br />B. Life Force Records. Any copies of original documentation provided by Client to Life <br />Force and any information, data, files and records received, created, or used by Life <br />Force, and the intermediate material and the media upon which such data are <br />inscribed, are the sole and exclusive property of Life Force ("the Life Force <br />Records"). Life Force agrees to use its best efforts to protect the same from levy by <br />or upon the authority of creditors of Life Force, or committees, representatives or <br />22068/513669-1