Ordinance 2014-66 - Laserfiche WebLink

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Confidential e) Default. In the event that Facility defaults under this Agreement or the Agreement is terminated pursuant to the Material Breach section or the Early Termination section above, Healthways may, at its sole discretion and without limiting other remedies available to Healthways at law or in equity, withhold payment of any amounts otherwise due and payable to Facility under this Agreement. f) Termination for Convenience. Upon forty-five (45) days prior written notice, Healthways may terminate this Agreement for convenience without any further obligation or liability to Facility apart from liability for fees payable to Facility under this Agreement up to the effective date of termination. 6. Confidentiality. All Confidential Information between Healthways and Facility are shared in strictest confidence. During the Term and at all times thereafter, Facility shall not divulge, furnish or make accessible to anyone or use in any way (other than use in the ordinary course of providing services under this Agreement) any Confidential Information. Facility shall return to Healthways all of Healthways' materials (including any and all copies of such materials) used in the provision of the Program, including the Reference Guide and Member files, upon completion of this Agreement or in the event of its termination, or at any other time upon request from Healthways. 7. Member Contact. Facility agrees to not directly contact Members during the Term of this Agreement in regard to business related matters pertaining to the Program, such as, but not limited to, switching health care plans, disenrolling, enrolling with other health care plans or similar entities, or contracting directly with Facility instead of Healthways and Sponsoring Organization. Insurance. Facility shall obtain and maintain in force acceptable general liability insurance coverage in an amount of at least $1,000,000 per occurrence. In the event that coverage is self- insured or maintained by a risk management pool, insurance trust, assurance pool or risk retention group, coverage is subject to prior approval by Healthways. Facility shall cause such insurance to require that the carrier will list Healthways as certificate holder and shall notify Healthways of expiration, termination, or cancellation at least thirty (30) days prior to any expiration, termination, or cancellation of such policy. Facility shall provide a current certificate of insurance with this Agreement and within ten (10) days of request by Healthways thereafter. PLEASE ATTACH A COPY OF FACILITY LIABILITY POLICY FACE SHEET. Facility shall cause American Healthways Services, LLC, to be named as an additional insured on its general liability insurance policy "for all services provided under the contract agreement between Healthways and the insured." Any exception to the additional insured provision must have prior approval by Healthways. Facility shall provide such certificate of insurance to Healthways no later than thirty (30) days after Program Ready Date and within ten (10) days of request by Healthways thereafter. 9. Notices. Unless expressly provided otherwise, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when sent by 1) Electronic Mail or 2) hand delivery, including by a recognized courier service; or 3) registered or certified mail, postage prepaid, return receipt requested. Notices under the Agreement to Facility shall be to the Contract Administrator in Exhibit A -2. Notices under the Agreement to Healthways shall be to: Healthways Provider Networks Department, 1445 South Spectrum Blvd., Suite 100, Chandler, Arizona 85286. Facility shall provide a minimum of ten (10) days notice to Healthways in the event of a change in any of the information provided in Exhibit A of this Agreement. Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice. 10. Miscellaneous. a) Compliance with Federal and State Rules and Regulations. For the Term of this Agreement, Facility shall comply with all applicable federal and state rules and regulations regarding services provided to Members. b) Business License and Re ug latory Standards. Facility shall hold an active and unrestricted business license as required by law, covering all aspects of services offered, and meet occupational health and safety requirements and regulatory standards in the state and jurisdiction in which Facility operates. c) Priority of Documents. Any conflict, ambiguity or inconsistency between the terms and conditions in this Agreement, the Program Schedules, the Exhibits and any document referred to in or incorporated into this Agreement shall be resolved in accordance with the following decreasing order of priority: i. this Agreement; ii. The Program Schedules; iii. the Exhibits; and iv. such other referenced or incorporated documents. C4 FC V2014 -2 4 of 10