This is a binding agreement("Agreement") between Dean Health Plan, Inc./Dean Health Insurance, Inc./Dean Health Services Company, LLC/Medica Central Health Plan/Medica Central Insurance Company (together "We", "Us", or " Our") and you and your provider organization (individually and/or collectively "You" or "Your") which governs Your use of this Web Site (“Site”) and all services ("Services") made available to You through this Web Site and Us and/or third parties. During registration on this Site, by clicking on the box that indicates your acceptance and references this Agreement, You agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company, legal entity, or individual provider, You represent that You have the authority to bind such person or entity and its Affiliates to this Agreement. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service. This Agreement is effective as of that date that you accept it.

1. Use. We hereby grant You a non-exclusive and non-transferable license for the term of this Agreement to use the Services. Your access to and use of the Services is subject to the terms and conditions of this Agreement and any other documentation necessary for Your use of the Services, and is permitted by Us solely for Your internal use and benefit; any other access or use is strictly prohibited. Access to certain Services may require You to provide Us or certain third parties with additional information.

2. User Access. The Site and Services will be accessible only to persons that have registered to use the Site and that You authorize to access the Site and receive the Services ("Users"). All User information provided to us, including without limitation enrollment information, must be current, accurate, and complete.  By clicking on the box that indicates your acceptance and references this Agreement, you accept Our on-line user agreements ("User Agreements") for Our Site and Services. You are responsible for ensuring Users' compliance with the User Agreements, all acts or omissions by Users, and for any damages incurred as a result thereof. You may enable Users by submitting to Us a written request signed by Your authorized representative containing such User information as We may require and the desired access privileges for each User, or by such other means as We may approve in writing. You or any of Your authorized representatives may disable access to the Services by a User at any time by oral or written request to us. We will disable access by a User within one (3) business day of receiving such a request. We may disable access to the Site and the Services by a User at any time in Our sole discretion if We have reason to believe that such User has violated the terms of its User Agreements or poses a security risk.

3. Security. You must have a user name and password to access and use the Services. Access to certain Services may require additional codes or authorization procedures. You are solely responsible for (1) maintaining the strict confidentiality of the user names, passwords and codes (collectively, " IDs") assigned to You, (2) any charges, damages, or losses that may be incurred or suffered as a result of Your failure to maintain the strict confidentiality of the IDs, and (3) promptly informing Us in writing of any need to deactivate an ID due to security concerns. We are not liable for any harm related to the theft of Your IDs, Your disclosure of Your IDs, or Your authorization to allow another person or entity to access and use the Services using Your IDs. You agree to immediately notify Us of any unauthorized use of Your IDs.

4. Confidential Data. The Services enable You to transmit, store, and receive certain information relating to clinical services, or patients, including, without limitation, claims for payment for professional services rendered to a patient, clinical documentation, authorization determinations and eligibility requests and responses (the "Data"). The Data will include confidential information of patients and of other third parties. State and Federal laws, as well as ethical and licensure requirements of Your profession, may impose obligations with respect to patient confidentiality and other obligations that may limit the right of physicians, health care providers, and persons acting on their behalf to make use of the Services or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Data, and as between Us and You, it is solely your responsibility to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Data You transmit, store, or receive in connection with the Services. You agree that we, Our licensors, and all other persons or entities involved in the operation of Services, have the right to monitor, retrieve, store and use Data in connection with the operation of the Services, and are acting on Your behalf in transmitting Data. WE DO NOT ASSUME ANY RESPONSIBILITY FOR, WARRANT, GUARANTEE, OR VERIFY THE ACCURACY OR RELIABILITY OF THE DATA. YOUR RELIANCE UPON THE DATA OBTAINED BY YOU THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY SUCH REQUIREMENTS OR YOUR USE OR MISUSE OF DATA TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SERVICES.

5. Product Information. You agree that data formats, access methods and other information and materials used in implementing or providing the Services ("Product Information") may contain Our confidential and trade secret information. During the term of this Agreement and following the termination of this Agreement, You agree to (1) maintain the confidentiality of the Product Information; (2) use the Product Information solely for the purposes of using the Services; (3) prevent the disclosure or use of the Product Information to or by any third party except with Our prior written consent; and (4) make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer the Services or Product Information, or copy, modify, transfer or to prepare any derivative works from the Product Information.

6. Your Role in Legal Compliance. You shall ensure that Your use of the Services complies with all laws directly or indirectly applicable to You, including, without limitation, federal and state anti-kickback laws and regulations and federal and state laws governing the electronic transmission of prescriptions, orders and reports. None of the information provided to You through the Services is intended in any way to influence Your choice of laboratory, hospital, or other third party service provider. You agree to execute any and all documents and comply with any and all applicable procedures, rules and regulations which we, the applicable Payer, or applicable law may require in connection with the Services, including without limitation, rules governing record retention, non-discrimination, the settlement bank, and insurance carriers, each as may be amended from time to time. You also agree to adhere to such rules and regulations as are required by governmental agencies having jurisdiction. You agree to provide all supporting documents requested by Us necessary to comply with said rules and regulations, including The Secretary of Health and Human Services, the Electronic Funds Transfer Act, Regulation Z, Regulation E and the Federal Truth-in-Lending Act. You agree (a) that access to Medicaid eligibility information shall be restricted to the sole purpose of verification of Medicaid eligibility where the recipient has requested Medicaid payment for medical services; (b) that verification of Medicaid eligibility under the system is not a guarantee of payment and the records as to the recipient's eligibility status shall be the final authority; and (c) to indemnify and hold harmless each State, its agents and employees, from any and all claims by You or any recipient who is aggrieved by the actions of any party under this Agreement. You acknowledge that We are not responsible for any Medicare, Medicaid, work related accident or illness claim or other insurance claim and You retain all liability on such claims and agree to indemnify and hold Us harmless on account of all such claims, including the reconciliation or adjustment of any claim. You guarantee that all transactions submitted to Us by You will be on behalf of providers or suppliers that have executed appropriate written authorizations for such submission and a true copy of such authorization shall be furnished to Us upon request. You agree that You will not engage in any activities in violation of federal or state anti-kickback laws or regulations or federal or state laws governing the submission of claims for reimbursement of medical services. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY LAW.

7. Our Role in Legal Compliance. We agree to use commercially reasonable efforts to maintain the confidentiality of such information and prevent the disclosure of such information to third parties except in connection with the transmission, storage, retrieval, and disclosure of such information on Your behalf and as may be required or permitted by law. Nothing in this Agreement shall prohibit Us from using or disclosing data from which information personally identifying individuals has been removed as required by law.

8. HIPAA Compliance Terms.

8.1. The parties desire to meet their obligations, to the extent applicable, under the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Regulation") and the Health Insurance Reform: Security Standards (the "Security Regulation") published by the U.S. Department of Health and Human Services ("HHS") at 45 C.F.R. parts 160 and 164 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and as may be applicable to the services rendered by Us to You, under the Gramm-Leach-Bliley Act ("GLB") and implementing regulations.

8.2. Our Services may involve the use and/or disclosure of Protected Health Information ("Protected Health Information"). Except as otherwise specified herein, We may make any and all uses and disclosures of Protected Health Information created or received from or on behalf of You necessary to perform Our obligations under this Agreement. We may perform Data Aggregation for Health Care Operations of You. We may use, analyze, and disclose the Protected Health Information in Our possession for the public health activities and purposes set forth at 45 C.F.R. § 164.512(b).

8.3. Unless otherwise limited herein, We may: (a) consistent with 45 C.F.R. § 164.504(e)(4), use and disclose the Protected Health Information in Our possession for Our proper management and administration and to fulfill any of Our present or future legal responsibilities; and (b) de-identify any and all Protected Health Information in accordance with 45 C.F.R. § 164.514(b). You acknowledge and agree that de-identified information is not Protected Health Information and that We, on behalf of Ourselves and/or Our Affiliates (as defined below) may use such de-identified information for any lawful purpose. For purposes of this Section 8, the term "Affiliate" shall mean the entities listed on Our corporate Website as subsidiaries which are business associates for the purposes of HIPAA compliance (" HIPAA BA Subs "). Each HIPAA BA Sub that creates or receives Protected Health Information for use in providing services to You shall be deemed a Party to this Agreement without further action by any Party hereto.

8.4. We agree to: (a) use and/or disclose the Protected Health Information only as permitted or required by this Section 8 or as otherwise required by law (without limiting the foregoing, We will not sell Protected Health Information or use or disclose Protected Health Information for purposes of marketing, as defined and prescribed in the Privacy Regulation and the American Recovery and Reinvestment Act of 2009 ("ARRA"); (b) report to You any use and/or disclosure of the Protected Health Information of which We become aware that is not permitted or required by this Section 8, including but not limited to any breach of unsecured Protected Health Information in compliance with any reporting requirements applicable to Us under regulations implementing ARRA); (c) report to You any Security Incident of which We become aware with respect to Electronic Protected Health Information provided by, or created or received by, Us on behalf of You ("Electronic Protected Health Information"); (d) mitigate, to the extent practicable, any harmful effect that is known to Us of a use or disclosure of Protected Health Information by Us not provided for by this Section 8; (e) use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as permitted or required by this Section 8; (f) (i) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that We create, receive, maintain, or transmit on behalf of You; and (ii) make Our policies and procedures, and documentation required by the Security Regulation relating to such safeguards, available to the Secretary of HHS for purposes of determining Your compliance with the Security Regulation; (g) require all of Our subcontractors and agents that receive, use or have access to Protected Health Information, to agree to adhere to the same restrictions and conditions on the use and/or disclosure of Protected Health Information that apply to Us; (h) ensure that all of Our subcontractors and agents to whom We provide Electronic Protected Health Information agree to implement reasonable and appropriate safeguards to protect such Electronic Protected Health Information; (i) make available Our internal practices, books and records relating to the use and/or disclosure of Protected Health Information to the Secretary of HHS for purposes of determining Your compliance with the Privacy Regulation; (j) (i) record all disclosures by Us of Protected Health Information required to be recorded by 45 CFR § 164.528 and, effective upon the compliance date applicable to You, by regulations promulgated by HHS pursuant to ARRA, and (ii) within thirty (30) days of receiving a written request from You, make available such information to the extent necessary for You to make an accounting of disclosures of an individual's Protected Health Information; (k) within fifteen (15) days of receiving a written request from You, make available Protected Health Information necessary for You to respond to individuals' requests for access to Protected Health Information about them, to the extent that the Protected Health Information in Our possession constitutes a Designated Record Set; and (l) within thirty (30) days of receiving a written request from You, incorporate any amendments or corrections to the Protected Health Information in accordance with the Privacy Regulation, to the extent that the Protected Health Information in Our possession constitutes a Designated Record Set; and (m) limit Our uses and disclosures of, and requests for, Protected Health Information (i) when practical, to the information making up a Limited Data Set, and (ii) in all other cases subject to the requirements of 45 CFR § 164.502(b), to the minimum amount of Protected Health Information necessary to accomplish the intended purpose of the use, disclosure or request.

8.5 (a) With regard to the use and/or disclosure of Protected Health Information by Us, You agree: (i) to obtain any consent, authorization or permission that may be required by the Privacy Regulation or any other applicable federal, state or local laws and/or regulations prior to furnishing Us the Protected Health Information pertaining to an individual; and (ii) that You will not furnish Our Protected Health Information that is subject to any arrangements permitted or required of the Covered Entity (as defined in the Privacy Regulation) or You, including but not limited to, arrangements agreed to by You under 45 C.F.R. § 164.522 that may impact in any manner the use and/or disclosure of Protected Health Information by Us under this Agreement.

(b) You represent and warrant that Your notice of privacy practices permits You to use and disclose Protected Health Information in the manner that We are authorized to use and disclose Protected Health Information under this Section 8.

8.6. You shall notify Us within ninety (90) days of any amendment to any provision of HIPAA, or its implementing regulations set forth at 45 C.F.R. parts 160 through 164, or other applicable law, which materially alters either Party's or the Parties' obligations under this Agreement. The Parties agree to negotiate in good faith mutually acceptable and appropriate amendment(s) to this Agreement to give effect to such revised obligations; provided, however, that if the Parties are unable to agree on mutually acceptable amendment(s) within ninety (90) days of the relevant change of law, either Party may terminate this Agreement consistent with Section 18.

8.7. The terms of this Section 8 shall be construed in light of any interpretation and/or guidance on HIPAA, the Privacy Regulation and/or the Security Regulation issued by HHS from time to time.

8.8. The Parties acknowledge that We are executing and delivering this Agreement solely in Our capacity for Ourselves and as agent for the HIPAA BA Subs. We represent that We have been authorized to execute this Agreement for Ourselves and on behalf of each HIPAA BA Sub, including any New Party who joins this Agreement under Section 8.3.

9. Medical Information. It is Your responsibility to exercise Your independent medical knowledge and judgment in providing what You consider to be best for Your patients. The Data, including, without limitation, laboratory test code dictionaries, ask-at-order-entry prompts, eligibility information, national standard code databases, advanced beneficiary notice forms, drug interaction alerts, formulary data, and all other databases and system prompts, is for supplemental and informational purposes only and is not a substitute for the professional knowledge and judgment of the health care professional in diagnosing and treating patients. We receive Data from laboratories, hospitals, pharmacies and other third party sources to make available to You. WE DO NOT ASSUME ANY RESPONSIBILITY FOR, WARRANT, GUARANTEE OR VERIFY THE ACCURACY OR RELIABILITY OF THE DATA. We do not give medical advice, nor do We provide medical or diagnostic services. Your reliance upon the Data is solely at Your own risk.

10. Transaction Data Storage. We will store Data as required by applicable law. During such storage periods, the transaction data will be accessible to You using the Services. However, the Services are intended for the transmission of Data, not the storage of Data. You agree that You will not rely on the Services as Your system of record or designated record set. Therefore, despite the fact that We may store Data, You shall be solely responsible for complying with all laws relating to the maintenance, storage, access and disclosure of the Data.

11. Support and Equipment. We shall provide reasonable ongoing technical support through telephone consultations with respect to the Services, and shall provide a local or toll-free telephone number for access to Our technical support facility for this purpose. We shall be the sole source of maintenance and/or support services for the Services. You shall be responsible for acquiring, operating, and maintaining in good working order the computer hardware, software, and peripheral equipment used in conjunction with and/or necessary for the operation of the Services. If We provide You third party software, or supplies for use with the Services, Your use of those materials will be governed by an Equipment Addendum to this Agreement.

12. Secured Transmissions. The Services employ encryption to reduce the probability of an unauthorized interception of Data transmitted using the Services. We use industry standard encryption technology (e.g. Transport Layer Security version 1.2 or higher with 128-bit public key encryption technology) in arranging for the transmission of Data. You must use a browser that supports this encryption technology in order to access the Services. It is Your responsibility not to send Data to any recipient to whom transmission of such information will violate applicable law or otherwise be inappropriate. YOU ACKNOWLEDGE AND AGREE THAT THE TRANSMISSION OF DATA TO RECIPIENTS OUTSIDE OF THE SERVICES MAY NOT BE SECURE. In addition, You also acknowledge and agree that the encryption employed, as with any encryption, may not be sufficient for preventing the unauthorized disclosure of any information and We shall not be responsible for any such insufficiency.

13. Intellectual Property Ownership. You agree that We own all worldwide rights, titles and interests in and to the Services and all intellectual property rights therein. To facilitate Your access to and use of Our Services or portions thereof, We may make certain software available to You. If We provide You a separate license agreement with the software, You must comply with the terms of that license. If We do not provide You a separate license agreement, then You shall receive a non-exclusive, royalty-free license to use the software in the United States only during the term of this Agreement and solely as required to use the Services. You will immediately destroy all copies of software We provide You if this Agreement terminates and shall, upon Our request, provide us with reasonable means of confirming that such Software is no longer in use. We reserve all rights not expressly granted in this Agreement. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise are conveyed or intended by this Agreement. Subject to Our obligations to comply with all applicable laws, including, without limitation, laws relating to privacy, You hereby grant to Us a non-exclusive, worldwide, royalty-free, perpetual license, with right to sublicense, to reproduce, distribute, transmit, and create derivative works of, any Data, materials and other information You submit to the Services by all means and in any media now known or hereafter developed for any use or purpose.

14. Limitations on Warranties and Damages. WE PROVIDE THE SERVICES TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. YOU USE THEM AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO WARRANTY REGARDING ANY APPLICATION  OR SOFTWARE PROVIDED THROUGH OTHERS WITH WHICH THE SERVICE OR SITE MAY INTEROPERATE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY DATA OR OTHER INFORMATION IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SERVICES (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS COMPLETELY SECURE. UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE OR THE SERVICES, OR RELIANCE ON THE CONTENT OR DATA, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, DESPITE THE OTHER TERMS OF THIS AGREEMENT, WE HAVE ANY LIABILITY TO YOU OR THROUGH YOU TO ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND WE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE GREATER OF $100 OR THE PROCESSING FEES YOU PAID US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. YOU AND WE AGREE THAT THE FOREGOING LIMITATIONS ARE AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS PROVISION, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

15. Indemnity. You agree to defend, indemnify and hold Us harmless against any losses, expenses, costs or damages (including Our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of the terms of this Agreement, (2) Your unauthorized or unlawful use of the Services, and (3) the unauthorized or unlawful use of the Services by any other person using Your IDs.

16. Information Security.  We have implemented technical and organizational security measures designed to protect personal information from inadvertent or unauthorized access, use, disclosure, alteration or destruction, including encryption in some circumstances. No method of data storage or data transmission over the internet, however, is guaranteed to be completely secure. Your use of Our Site and Services, and any personal information that You transmit over the internet to our website, is at your own risk. We are not responsible for the circumvention of any privacy settings or security measures contained on the website. We are not responsible for any inadvertent access you may encounter through the use of this Site or Service.

17. Entire Agreement. This Agreement contains the entire agreement between You and Us relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. This Agreement may not be amended except pursuant to a writing signed by an authorized officer of each party.

18. Term and Termination. The Term of this Agreement shall be as stipulated in the applicable registration, unless terminated earlier as provided herein. If no Term is stipulated in such registration, this Agreement shall remain in effect until terminated in accordance with this Section 18. Your right to access and use the Services immediately terminates without further notice upon Your breach of this Agreement. We may terminate this Agreement and Your right to access and use the Services at any time, with or without cause. You may terminate this Agreement by providing Us with a ninety (90) day written notice of Your termination and ceasing to use or access the Services. Either party shall have the right to terminate this Agreement upon notice that the other party has committed a material breach of its obligations under this Agreement and has failed to cure such breach (or, if not reasonably curable within thirty (30) days, has failed to begin and continue to work diligently and in good faith to cure such breach) within thirty (30) days of receipt of notice by the other party of such breach. Additionally, You may immediately terminate this Agreement if You make the determination that We or a HIPAA BA Sub have breached a material term of Section 8 of this Agreement. Alternatively, You may choose to provide such Us written notice of the breach in sufficient detail to enable Us to understand the specific nature of the breach of Section 8 and afford Us an opportunity to cure the breach; provided, however, that if We or a HIPAA BA Sub fail to cure the breach within a reasonable time specified by You, You may terminate this Agreement to the extent that this Agreement requires Us or a HIPAA BA Sub to create or receive Protected Health Information. If termination is not feasible, You shall report the breach to HHS. Upon the termination of this Agreement with respect to Us or a HIPAA BA Sub, We or such HIPAA BA Sub agree to return or destroy all Protected Health Information, including such Protected Health Information in possession of Our or such HIPAA BA Sub's subcontractors, if it is feasible to do so. If return or destruction of said Protected Health Information is not feasible, We or such HIPAA BA Sub will extend any and all protections, limitations and restrictions contained in this Agreement to Our or the HIPAA BA Sub's use and/or disclosure of any Protected Health Information retained after the termination of this Agreement, and limit any further uses and/or disclosures to the purposes that make the return or destruction of the Protected Health Information infeasible. Furthermore, either party shall have the right to terminate this Agreement effective immediately upon notice in the event that the other party ceases to conduct its business in the ordinary course, becomes legally insolvent, or avails itself of or becomes subject to any proceeding under the bankruptcy laws of any applicable jurisdiction. Upon expiration or termination of this Agreement for any reason, (i) all license rights granted to You hereunder shall terminate; (ii) You shall immediately cease using the Services; (iii) You shall promptly return to Us, at Your expense, the Product Information; (iv) You will pay any outstanding balance for the Services; and (v) Sections 4, 5, 6, 7, 8, 10, 13, 14, 15, 17, 18, 19, 21, 22 and 24, and any other provisions of this Agreement that by their terms are intended to survive, shall survive the termination of this Agreement. We reserve the right to discontinue or make changes to the Services at any time.

19. Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Wisconsin without giving effect to any principles of conflicts of law. Exclusive jurisdiction for any dispute with Us, or in any way relating to Your access or use of the Services, resides in the courts of the State of Wisconsin. You agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Wisconsin in connection with any such dispute.

20. Independent Contractors. The parties will act as independent contractors, and this Agreement does not constitute either party as the agent or partner of the other party.

21. Non-Exclusion. You represent and warrant that, as of the Effective Date, neither You nor Your medical staff, partners, officers, directors, or employees are or have been (i) sanctioned for, or convicted of, a criminal offense related to health care or (ii) barred, suspended or terminated from participation in a state or federal health care program. You agree that, should You or Your medical staff, partners, officers, directors, or employees become so sanctioned, convicted, barred, suspended or terminated, this Agreement will automatically terminate and You will notify Us immediately of such event.

22. Notices. Notices hereunder shall be in writing signed by an authorized representative of the notifying party, and delivered personally or sent by registered or certified mail, charges prepaid, or overnight courier service. If the notice is sent to Us, it shall be sent to: Dean Health Plan, Inc., Attn: Legal Department, 1277 Deming Way, Madison, WI 53717. If we are sending the notice to You, it shall be sent to the most recent address that we have on file for You.

23. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts or events beyond its reasonable control, including but not limited to, acts of nature, governmental actions, fire, labor difficulties or shortages, civil disturbances, transportation problems, interruptions of power, supply or communications or natural disasters, provided such party takes reasonable efforts to minimize the effect of such acts or events.

24. Other. We may assign this Agreement, in whole or in part, in Our sole discretion. You may not assign Your rights under this Agreement without Our prior written permission. Any attempt by You to assign Your rights under this Agreement without Our permission shall be void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. The waiver by Us of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

REV. 10/2023