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Confidential
<br />documents, papers, and records involving transactions related to services provided under this Agreement to
<br />Medicaid Members. Healthways and Facility shall maintain accurate records of compliance with this Agreement
<br />( "Records ") in accordance with recognized accounting and document retention practices and in a format that shall
<br />permit audit. Such Records shall be maintained by Healthways and Facility for a period of ten (10) years following
<br />expiration or termination of this Agreement. This right to inspect shall extend for a period of ten (10) years from the
<br />termination date of the CMS Contracts (or applicable CMS Contract), or the date of completion of any audit in
<br />connection with the Medicaid health plans, whichever is later. Healthways and Facility will make its books and
<br />other records available in accordance with 42 CFR 422.504(1)(2) and 42 CFR 423.505(1)(2) and any other applicable
<br />laws and regulations. In the event Facility is unable to retain such records for ten (10) years, Facility shall provide
<br />the records to Healthways at the conclusion of this Agreement and Healthways shall retain the records on behalf of
<br />Facility.
<br />c) External Review. Healthways and Facility agree to cooperate with all independent quality review and improvement
<br />organization activities required by CMS and /or Sponsoring Organization pertaining to the provision of services to
<br />Sponsoring Organization Members.
<br />d) Privacy /Confidentiality. Healthways and Facility agree to safeguard the privacy of any information that identifies a
<br />particular Sponsoring Organization Member in accordance with federal and state laws and Sponsoring Organization
<br />policy and to maintain Sponsoring Organization Members' records in an accurate and timely manner.
<br />e) Non- Discrimination. Healthways and Facility agree to not discriminate against any person because of race, sex, age,
<br />marital status, national origin, religion, color, citizenship, disability, health status, health insurance coverage or
<br />veteran status. As applicable, Healthways and Facility agree to comply with 1) Title VI of the Civil Rights Act of
<br />1964 as implemented by regulations at 45 CFR Part 84; 2) The Age Discrimination Act of 1975 as implemented by
<br />regulations at 45 CFR Part 91; 3) The Americans With Disabilities Act; 4) The Rehabilitation Act of 1973; 5) Other
<br />laws applicable to recipients of federal funds; and 6) All other applicable laws and rules. This Agreement
<br />incorporates by reference and is subject to the following regulations of the Office of Federal Contract Compliance
<br />Programs, Department of Labor: 41 C.F.R. §60 -1.4, Equal Opportunity Clause; 41 C.F.R. §60- 250.5, Equal
<br />Opportunity Clause and Affirmative Action Clause for Special Disabled Veterans and Veterans of the Vietnam Era;
<br />41 C.F.R §60- 741.5, Equal Opportunity Clause and Affirmative Action Clause for Handicapped and Disabled
<br />Persons. Healthways and Facility agree not to discriminate against any Medicaid Member on the basis of any factor
<br />that is related to health status, including, but not limited to the following: (1) medical condition, including mental as
<br />well as physical illness; (2) claims experience; (3) receipt of health care; (4) medical history; (5) genetic
<br />information; (6) evidence of insurability, including conditions arising out of acts of domestic violence; and (7)
<br />disability.
<br />f) Exclusion of Certain Persons. Healthways and Facility each certify that neither it nor any of its principals (officers,
<br />directors, owners, partners, key employees, principal investigators, researchers or management or supervisory
<br />personnel) (Principals) is presently debarred, suspended, proposed for debarment, declared ineligible or excluded
<br />from participation in any federal grant, benefit, contract or program (including, but not limited to, Medicare and
<br />Medicaid) by any Federal department or agency. Facility agrees to provide immediate written notice to Healthways if
<br />it learns at any time that the certification herein was erroneous when submitted or if, during the Term of this
<br />Agreement, it, or any of its Principals, is debarred, suspended, proposed for debarment, declared ineligible or
<br />excluded from participation in any federal grant, benefit, contract or program. If subcontracting is permitted by this
<br />Agreement, Healthways and Facility agree that its subcontractors will comply with the foregoing covenant.
<br />Healthways and Facility agree that debarment, suspension, proposed debarment or suspension, ineligibility or
<br />exclusion of either party, or any of its Principals or subcontractors, shall constitute cause for immediate termination
<br />of this Agreement. Healthways and Facility further agree to comply with all Federal anti - terrorism rules and
<br />regulations. Each party's signature below shall serve as certification that, to the best of the party's knowledge, the
<br />party 1) is not; 2) has not been designated as; 3) is not owned, affiliated, or controlled by; and 4) does not support,
<br />assist or aid a suspected terrorist organization or individual as defined by Federal law including, but not limited to,
<br />Executive Order 13224.
<br />g) Hold Harmless. With the exception of charges for services not covered under this Agreement, Healthways and
<br />Facility shall 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 services
<br />provided pursuant to this Agreement, Healthways retains the right to deduct an equivalent amount from the
<br />compensation payable to Facility for the purpose of Member reimbursement. All obligations under this section shall
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