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6. Termination.
<br /> 6.1. Termination for Nonpayment. Asserta may terminate this Agreement immediately in the event that Health
<br /> Plan fails to pay any undisputed amounts owed to Asserta by Health Plan hereunder within fifteen(15)days
<br /> after such amounts become delinquent.
<br /> 6.2. Termination for Breach. Either party may terminate this Agreement in the event the other party materially
<br /> breaches any of its obligations hereunder and fails to cure same within thirty(30)days after written notice
<br /> from the non-breaching party specifying such breach in reasonable detail.
<br /> 6.3. Termination for Insolvency. Either party may terminate this Agreement immediately if: (i) a receiver is
<br /> appointed for the other party or its property; (ii)any proceedings are commenced by or for the other party
<br /> under any bankruptcy, insolvency or similar law; (iii) any proceedings are commenced against the other
<br /> party under any bankruptcy, insolvency or similar law, and such proceedings have not been vacated or set
<br /> aside within sixty(60) days; or(iv)the other party commences to dissolve under applicable corporate law
<br /> statutes.
<br /> 6.4. Rights and Duties Upon Termination.Following termination of this Agreement,the parties shall have the
<br /> following rights and obligations:
<br /> a. Information. Within six(6)months following termination of this Agreement,Health Plan may provide
<br /> Asserta with a written request for information on all Concierge Services managed by Asserta for the
<br /> twelve(12)months immediately preceding the termination date of this Agreement. If such historical
<br /> information is requested,Health Plan agrees to pay all reasonable costs incurred by Asserta in providing
<br /> such information and records,including,but not limited to,the costs of programming,computer changes
<br /> and mailing. In the event Health Plan requests additional information following termination of this
<br /> Agreement,Asserta shall take reasonable steps to provide such information,and Health Plan agrees to
<br /> pay all reasonable costs incurred by Asserta in doing so, including, but not limited to, programming,
<br /> computer changes and mailing. Asserts shall be entitled to retain copies of all such records,at its own
<br /> expense.
<br /> b. Amounts Due to Asserta. Health Plan shall pay all amounts due to Asserts within thirty (30) days
<br /> following receipt of a statement of charges provided all obligations and responsibilities of Asserta under
<br /> this Agreement have been satisfied.
<br /> c. Other Duties of Parties. Except as expressly provided above or elsewhere in this Agreement,all other
<br /> duties of the Parties under this Agreement shall terminate.
<br /> d. Survival. Sections 5,6,7,8,9, 10, 11, 12. 13,and 14 shall survive the termination of this Agreement.
<br /> 7. Indemnification.
<br /> 7.1. Indemnification by Asserta. Asserta hereby agrees to defend,indemnify and hold Health Plan,its affiliates,
<br /> directors,officers,employees,assigns,successors,agents and representatives,harmless against all expenses,
<br /> losses,claims,damages,liabilities,penalties,reasonable attorneys' fees and costs of suit in connection with
<br /> any claim, action, suit,proceeding, settlement or compromise thereof(collectively,"Losses") arising from
<br /> or relating to the breach by Asserta of any of its representations, warranties or covenants under this
<br /> Agreement;provided that no such obligation shall apply to the extent any Losses arise from the gross
<br /> negligence or willful misconduct of Health Plan.
<br /> 7.2. Indemnification by Health Plan. Health Plan hereby agrees to defend, indemnify and hold Asserta, its
<br /> affiliates, directors, officers, employees, assigns, successors, agents and representatives, harmless against
<br /> all expenses, losses, claims, damages, liabilities, penalties, reasonable attorneys' fees and costs of suit in
<br /> connection with any claim, action, suit, proceeding, settlement or compromise thereof (collectively,
<br /> "Losses") arising from or relating to (a)any claim for benefits by Members or by any third party; (b) any
<br /> claim for premium taxes; (c)any actions of the Providers; (d)reliance by Asserta upon any oral or written
<br /> representation of Health Plan, or a Member, except if such reliance is found by a court of competent
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