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Confidential
<br />c) External Review. Facility agrees to cooperate with all independent quality review and improvement
<br />organization activities required by CMS and /or Sponsoring Organization pertaining to the provision of
<br />services to Sponsoring Organization Members.
<br />d) Privacy /Confidentiality. Facility agrees to safeguard the privacy of any information that identifies a
<br />particular Sponsoring Organization Member in accordance with federal and state laws and Sponsoring
<br />Organization policy and to maintain Sponsoring Organization Members' records in an accurate and timely
<br />manner.
<br />e) Non - Discrimination. Facility agrees to not discriminate against any person because of race, sex, age,
<br />marital status, national origin, religion, color, citizenship, disability, health status, health insurance
<br />coverage or veteran status. As applicable, Facility agrees to comply with 1) Title VI of the Civil Rights Act
<br />of 1964 as implemented by regulations at 45 CFR Part 84; 2) The Age Discrimination Act of 1975 as
<br />implemented by regulations at 45 CFR Part 91; 3) The Americans With Disabilities Act; 4) The
<br />Rehabilitation Act of 1973; 5) Other laws applicable to recipients of federal funds; and 6) All other
<br />applicable laws and rules. This Agreement incorporates by reference and is subject to the following
<br />regulations of the Office of Federal Contract Compliance Programs, Department of Labor: 41 C.F.R. §60-
<br />1.4, Equal Opportunity Clause; 41 C.F.R. §60- 250.5, Equal Opportunity Clause and Affirmative Action
<br />Clause for Special Disabled Veterans and Veterans of the Vietnam Era; 41 C.F.R §60- 741.5, Equal
<br />Opportunity Clause and Affirmative Action Clause for Handicapped and Disabled Persons. Facility agrees
<br />not to discriminate against any Medicare Member on the basis of any factor that is related to health status,
<br />including, but not limited to the following: (1) medical condition, including mental as well as physical
<br />illness; (2) claims experience; (3) receipt of health care; (4) medical history; (5) genetic information; (6)
<br />evidence of insurability, including conditions arising out of acts of domestic violence; and (7) disability.
<br />f) Exclusion of Certain Persons. Facility certifies that neither it nor any of its principals (officers, directors,
<br />owners, partners, key employees, principal investigators, researchers or management or supervisory
<br />personnel) (Principals) is presently debarred, suspended, proposed for debarment, declared ineligible or
<br />excluded from participation in any federal grant, benefit, contract or program (including, but not limited to,
<br />Medicare and Medicaid) by any Federal department or agency. Facility agrees to provide immediate written
<br />notice to Healthways if it learns at any time that the certification herein was erroneous when submitted or if,
<br />during the Term of this Agreement, it, or any of its Principals, is debarred, suspended, proposed for
<br />debarment, declared ineligible or excluded from participation in any federal grant, benefit, contract or
<br />program. If subcontracting is permitted by the Agreement, Facility agrees that its subcontractors will comply
<br />with the foregoing covenant. Facility agrees that debarment, suspension, proposed debarment or suspension,
<br />ineligibility or exclusion of either party, or any of its principals or subcontractors, shall constitute cause for
<br />immediate termination of this Agreement. Facility further agrees to comply with all Federal anti - terrorism
<br />rules and regulations. Each party's signature below shall serve as certification that, to the best of the party's
<br />knowledge, the party 1) is not; 2) has not been designated as; 3) is not owned, affiliated, or controlled by;
<br />and 4) does not support, assist or aid a suspected terrorist organization or individual as defined by Federal
<br />law including, but not limited to, Executive Order 13224.
<br />g) Hold Harmless. With the exception of charges for services not covered under this Agreement, Facility shall
<br />in no event bill, charge, collect a deposit from, or hold liable for any debts of Healthways or Facility,
<br />Members or any applicable government agency. In the event a Member provides payment to Facility for
<br />services provided pursuant to this Agreement, Healthways retains the right to deduct an equivalent amount
<br />from the compensation payable to Facility for the purpose of Member reimbursement. All obligations under
<br />this section shall survive the termination of this Agreement, regardless of the cause giving rise to such
<br />termination, including, without limitation, insolvency of either party or breach of this Agreement.
<br />h) Waiver of Claims and Indemnity. Unless caused by the gross negligence or intentional wrongdoing of
<br />Healthways, Sponsoring Organization, or any applicable government agency, Facility hereby waives and
<br />releases all claims against Healthways, Sponsoring Organization, and applicable government agency,
<br />and /or any of their respective officers, directors, shareholders, employees, or representatives, in respect of a
<br />Member participating in the Healthways Network, and Healthways, Sponsoring Organization, and
<br />government agency shall not be liable for injury to person or damage to property sustained by Sponsoring
<br />Organization's Members as a result of participation in any activities which may be undertaken in or
<br />sponsored by Facility, including, but not limited, to any accident, or from any occurrence, or act, or from
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