Asserta Health Inc 10/18/2018 - Laserfiche WebLink

4. If Health Plan receives a records request under the State Transparency Laws that requests any Asserta's Proprietary Information marked as"Proprietary,"then Health Plan shall give written notice to Asserta,together with the Health Plan's preliminary determination as to whether the requested Asserta's Proprietary Information is subject to disclosure under the State Transparency Laws. If such notice states that Health Plan intends to disclose any Asserta's Proprietary Information marked as"Proprietary,"then the notice will also state the date of intended disclosure,which will not be less than ten business days after the delivery of the notice.If Asserta desires that such Proprietary Information not be disclosed and believes that it has a legal basis to prevent disclosure, Asserta shall commence an action in Snohomish County Superior Court before the disclosure date to enjoin disclosure.Health Plan has no obligation to provide any notice regarding records that are not marked"Proprietary"and Health Plan may release such unmarked records to the requester without notice to Asserta. 5. Notwithstanding anything to the contrary in this Agreement,Health Plan has no liability whatsoever to Asserta.for the disclosure of any Proprietary Information when that disclosure is required by the State Transparency Laws or an order applying the State Transparency Laws entered by the Snohomish County Superior Court or a Washington appellate court. 12. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,SPECIAL,EXEMPLARY OR CONSEQUENTIAL DAMAGES,INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES,OR OTHER ECONOMIC LOSS,WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY ON WHICH SUCH CLAIM FOR RECOVERY IS BASED, EXCEPT (A) WITH RESPECT TO CLAIMS ARISING UNDER SECTION 11, OR(B) TO THE EXTENT THAT A PARTY IS REQUIRED UNDER SECTION 7 OF THIS AGREEMENT TO INDEMNIFY AN INDEMNIFIED PERSON FOR AMOUNTS PAYABLE OR PAID TO AN UNAFFILIATED THIRD-PARTY CLAIMANT CONSTITUTING ANY SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENT, OTHER THAN WITH RESPECT TO CLAIMS ARISING UNDER SECTION 11,IN NO EVENT WILL ANY PARTY'S LIABILITY IN CONNECTION WITH THE AGREEMENT EXCEED THE TOTAL FEES PAID BY HEALTH PLAN TO ASSERTA IN THE TWELVE(12)MONTH PERIOD PRECEEDING THE CLAIMOR ACTION. 13. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY,ARISING OUT OF OR RELATED TO THIS AGREEMENT. 14. General Provisions. 14.1.Assignment. Neither party may assign its rights or obligations hereunder without the prior written consent of the other;provided,however in the event of any sale of all or substantially all of the assets or stock,or a merger,consolidation,conversion or other reorganization involving either party any successor to such party shall succeed to all of such party's rights and obligations under this Agreement,without the necessity of the consent of the other party. 14.2.Publicity. Each party may publicly and accurately refer to the existence of this Agreement and explain its purpose. Health Plan shall act as a reference account for Asserta upon reasonable request and may, at its discretion, participate in mutually acceptable press releases from time to time. In any event, Asserta may from time to time note that Health Plan is a client of Asserta's on its website and in Asserta's marketing materials. 14.3.Relationship of Parties. Nothing contained in this Agreement shall be deemed to create a partnership,joint venture or similar relationship between the parties. The parties' relationship shall be that of independent parties contracting for services. -7-