|
Confidential
<br />survive the termination of this Agreement, regardless of the cause giving rise to such termination, including, without
<br />limitation, insolvency of either party or breach of this Agreement.
<br />h) Waiver of Claims and Indemnity. Unless caused by the negligence or intentional wrongdoing of Healthways,
<br />Sponsoring Organization, or any applicable government agency, Facility hereby waives and releases all claims
<br />against Healthways, Sponsoring Organization, and applicable government agency, and /or any of their respective
<br />officers, directors, shareholders, employees, or representatives, in respect of a Member participating in the
<br />Healthways Network, and Healthways, Sponsoring Organization, and government agency shall not be liable for
<br />injury to person or damage to property sustained by Sponsoring Organization's Members as a result of participation
<br />in any activities which may be undertaken in or sponsored by Facility, including, but not limited, to any accident, or
<br />from any occurrence, or act, or from negligence or omission on the part of Facility or any employee or agent thereof.
<br />Facility shall indemnify, defend, and hold harmless Healthways, Sponsoring Organization, Members, and applicable
<br />government agency and their respective officers, directors, shareholders, employees, and representatives, on a
<br />current basis, from any and all claims, demands, suits, liabilities, damages, obligations, and expenses (including
<br />without limitation reasonable attorneys' fees) arising out of or in any way related to any negligent act or other
<br />wrongful conduct by Facility under this Agreement, except to the extent caused by the negligence or intentional
<br />wrongdoing of Healthways, Sponsoring Organization, or applicable government agency.
<br />Healthways and Facility agree that to the extent permitted by law, the Parties shall cooperate with one another in the
<br />defense of any claim arising from alleged tortious acts of their respective officers, shareholders, employees, or
<br />agents and to give one another written notice of any claims covered by this paragraph. All obligations under this
<br />section shall survive the termination of this Agreement, regardless of the cause giving rise to such termination,
<br />including, without limitation, insolvency of either party or breach of this Agreement.
<br />i) Professionally - Recognized Standards. Healthways and Facility shall provide the Program to Sponsoring
<br />Organization Members in a manner consistent with quality assurance standards, the Reference Guide, and
<br />professionally- recognized standards of fitness and wellness programs.
<br />3. Compensation.
<br />a) Program Utilization Payment. Healthways shall compensate Facility $3.50 per Program Visit, up to a maximum of
<br />$30.00 per Program Participant per month. Program Visit shall mean one distinct occasion, recorded and reported by
<br />Facility in accordance with procedures specified in the Reference Guide, during which a Member enters Facility to
<br />enroll in or use the Program. Healthways shall not compensate Facility for more than one Program Visit per day.
<br />Program Participant shall mean a Member, who, after completing the Program enrollment, has used the Program at a
<br />facility in the Healthways Network at least once in a given month.
<br />b) Payment Schedule. Payment shall be processed for direct deposit by Healthways by the last day of the month following
<br />the month in which Program Visits occurred ( "following month "), provided Healthways receives Facility's monthly
<br />utilization data in a timely manner. In the event utilization data is not received in a timely manner, payment may be
<br />delayed. Payment for monthly utilization received after the last day of the following month will be denied for non - timely
<br />filing and will not be eligible for reimbursement or appeal. Appeals must be brought to the attention of Healthways
<br />within thirty (30) days of receipt of payment; appeals brought at a later date will not be eligible for review.
<br />C4 FC V2014 -2 8 of 10
<br />
|