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Confidential
<br />Reference Guide may be periodically updated by Healthways and updated copies shall be provided to Facility from
<br />time to time.
<br />h) "Sponsoring Organization" means any organization, employer group, health plan or subset thereof that is contracted
<br />with Healthways to provide the Program to its members and whose members may therefore utilize Facility in
<br />accordance with the terms of this Agreement. Facility shall provide the Program to eligible Members of all
<br />Sponsoring Organizations. Sponsoring Organization information shall be available to Facility, and such Sponsoring
<br />Organization information shall be incorporated herein by reference.
<br />i) "Term" means the Initial Term of the Agreement and each successive one (1) year period as provided in the Term
<br />section of this Agreement.
<br />2. Duties and Obligations of Facility.
<br />a) Acceptance to and Participation in the Healthways Network. Healthways' execution of this Agreement shall serve as
<br />notice of Facility's acceptance into the Healthways Network. In order to become and remain a participant in the
<br />Healthways Network, Facility shall throughout the Term of this Agreement comply with the Reference Guide (including
<br />any updates thereto), including all quality assurance standards, operations, protocols, policies, procedures, follow -up
<br />guidelines, and health and safety standards of Healthways.
<br />b) Member Program Rights. Facility shall not impose any charges on Members for Program services covered under this
<br />Agreement. At no charge to the Member, each Member shall establish and maintain a basic fitness membership with
<br />unrestricted hours at Facility, provided that such individual remains an eligible Member and this Agreement remains in
<br />effect. The Program excludes programs and services offered by Facility which carry additional charges beyond basic
<br />fitness membership services, such as racquetball, tennis, massage and similar fee -based activities. If a Member requests
<br />services after being informed that the services are not covered under the Program, Healthways is not responsible for
<br />payment to Facility.
<br />c) Joint Marketing and Public Relations. During the Term of this Agreement, Facility agrees to allow Healthways and
<br />Sponsoring Organization to use the name, address, phone, amenities and web site information provided in Exhibit A in
<br />marketing and advertising materials and campaigns. All marketing and advertising materials, and materials intended for
<br />distribution to Members prepared by Facility that refer to the Program, Healthways, or Sponsoring Organization shall be
<br />approved by Healthways in writing prior to their distribution. Facility agrees to make best efforts to coordinate all media
<br />communications through the Healthways Public Relations Department, and immediately inform Healthways of all media
<br />inquiries regarding the Program, Healthways, or Sponsoring Organization.
<br />d) Limited Facility Use of Healthways Trademarks Logos and Copyrighted Materials. Facility agrees that for the Term of
<br />this Agreement, all external marketing and advertising of all Healthways trademarked and service marked names, logos,
<br />identities, formats, and materials (the "Marks and Materials "), including the Program name, will first be approved in
<br />writing by Healthways, and that at the conclusion of this Agreement, Facility shall cease all advertising, marketing, and
<br />references to the same. Nothing in this Agreement grants or shall be deemed to grant to either Party any right, title or
<br />interest in or to the other Party's Marks and Materials. All use by Facility of Healthways' Marks (including any
<br />goodwill associated therewith) shall inure to the benefit of Healthways.
<br />e) Dispute Resolution. Facility agrees that in the event any disagreement arises between Facility, Healthways and /or
<br />Sponsoring Organization on any matter whatsoever, Healthways, Facility, and /or Sponsoring Organization or any subset
<br />thereof shall work with the other party(ies) to reach a resolution of the disagreement, and no one shall involve Members
<br />in any matter concerning such a disagreement. Facility shall not contact a member for any reason related to a dispute
<br />between Healthways, Facility and/or Sponsoring Organization.
<br />f) Research Studies. Facility shall obtain prior written approval from Healthways for any research or clinical studies of
<br />Members or the Program. Facility shall provide study findings and results to Healthways prior to any publication or
<br />presentation of such findings or results.
<br />g) Membership Conversion. Facility agrees that Members eligible for a fully subsidized Program who are currently
<br />members of Facility will be able to inactivate or "freeze" their memberships for the duration of this Agreement and
<br />pay no monthly dues, cancellation fee, or other fees during the inactivation period so that they may attend Facility at
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