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person or entity seeking to bring suit more than three years after the legal claim first arose will be deemed
<br />to have waived their right to bring suit on such legal claim.
<br />F. Indemnification. Delta Dental and Contractor to the extent pernutted by law, agree to defend, indemnify,
<br />and hold harmless the other and its directors, officers, and employees (who are acting in the course of their
<br />employment, but not as claimants) from any loss, cost, or expense (including reasonable attorney fees and
<br />court costs) resulting from or arising out of or in connection with its breach of this Plan, or any negligent act
<br />or omission of any of its directors, officers, or employees, unless liability for such act or omission is
<br />expressly assigned elsewhere in this Plan. No section of this agreement is intended to create a waiver of the
<br />Contractor's rights and privileges as a sovereign entity.
<br />G. Re~uired Information. While an Eligible Person is covered by Delta Dental, that person agrees to provide
<br />Delta Dental with any information it needs to process the claims and administer the Benefits. This includes
<br />allowing Delta Dental to have access to his or her dental records, subject, in all events, to all provisions of
<br />applicable law.
<br />H. Dispute Resolution. Delta Dental, or its delegee, will establish procedures for resolving all questions
<br />raised by a Dentist, Contractor, or an Eligible Person in regard to claims for Benefits allowed or rejected
<br />under the terms of the Plan. These procedures will be used both for the initial determination of those
<br />questions and for the resolution of disputes made on the basis of those initial deternunations. The
<br />procedures established for deternuning the entitlement and amount of Benefits to which an Eligible Person
<br />is entitled under any benefit plan sponsored by the Plan or that is regulated under the Employee
<br />Retirement Income Security Act of 1974 ("ERISA"), as amended, will comply with ERISA Section 503,
<br />and the regulations thereunder, for providing a"full and fair review" of all benefit claims. The ERISA-
<br />required claixns procedures will be set forth in detail in the Certificate that is to be distributed to Eligible
<br />Persons and that describes the Benefits under this Plan. All deternunations made according to this
<br />procedure will be final and binding on the Dentist, the Contractor, and the Eligible Person; provided,
<br />however, that the Eligible Person may exercise his or her legal rights after this deternunation as described
<br />in the Disputed Claixns Procedure.
<br />I. Notices. Any notice required or pernutted to be given by Delta Dental will be considered given if in
<br />writing and personally delivered, or if in writing and deposited in the United States mail with postage
<br />prepaid, addressed to the Conixactor, a Dentist, or a Subscriber at the last address of record. T'his notice
<br />will be considered given when personally delivered or mailed.
<br />J. Amendment and Assienment. No agent has authority to change any part of this Contract. No changes to
<br />this Contract will be valid unless Delta Dental approves them in writing. Delta Dental sha11 have the
<br />discretion to assign its rights and responsibilities under this Contract to an affiliated entiry. If Delta Dental
<br />chooses to assign its rights and responsibilities, it sha11 assign them to an appropriately licensed entity
<br />capable of performing similar functions at similar levels as Delta Dental. Delta Dental shall serve written
<br />notice of the assignment to Contractor and said notice shall provide the name and address of the assignee.
<br />Neither this Contract nor any part of it shall be assigned by Contractor without the prior written consent of
<br />Delta Dental, and any attempt at assignment by Contractor without such consent by Delta Dental shall be
<br />null and void. Subject to the foregoing limitation, this Contract shall be binding upon the parties and their
<br />respective successors and assigns.
<br />K. Third-Party Ri ts. This Contract is entered into by and between the parties hereto solely for their benefit.
<br />Except as specifically provided herein to the contrary, the parties have not created or established any third-
<br />party beneficiary status or rights in any person or entity not a party hereto including, but not limited to, any
<br />covered person, provider, subcontractor, or other third-party, and no such third-party will have any right to
<br />enforce any right or enjoy any benefit created or established under this Contract.
<br />L. Subro~ation and Right of Reimbursement. To the extent that the Plan provides or pays benefits for
<br />Covered Services, Delta Dental is subrogated to any right the Eligible Person may have to recover from
<br />another, his or her insurer, or under his or her "Medical Payments" coverage ar any "Uninsured Motorist,"
<br />"Underinsured Motorist," or other similar coverage provisions. The Eligible Person or his or her legal
<br />representative must do whatever is necessary to enable Delta Dental to exercise its rights and do nothing to
<br />prejudice them. If the Eligible Person recovers damages from any party or through any coverage named
<br />Revised 09/2011
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