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<br /> <br /> Page 9 of 48 <br />more than 1 year following, as applicable, the end of the 60 day negotiation period set forth in Section 6.1, or the date <br />of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National <br />Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or <br />exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, an d shall be bound by <br />controlling law. The Parties and the Contracted Providers, on behalf of themselves and those that they may now or <br />hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the <br />Provider Party and the Administrator Party shall bear its own costs and attorneys’ fees related to the arbitration except <br />that the AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any <br />proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator <br />shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and <br />of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration <br />proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under <br />this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the <br />Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this <br />Agreement, although such party shall be obligated to file and pursue arbitration at the earliest reasonable opportunity. <br />Judgment on the award rendered may be entered in any court having jurisdiction thereof. Nothing contained in this <br />Article VI shall limit a Party’s right to terminate this Agreement with or without cause in accordance with Sec tion <br />7.2. <br /> <br />ARTICLE VII - TERM AND TERMINATION <br /> <br />7.1. Term. This Agreement is effective as of the Effective Date, and will, subject to Section 7.1.2 of this <br />Agreement, remain in effect for an initial term (“Initial Term”) of three (3) year(s), after which it will automatically <br />renew for successive terms of one (1) year each (each a “Renewal Term”), unless this Agreement is sooner terminated <br />as provided in this Agreement or either Party gives the other Party written notice of non-renewal of this Agreement <br />not less than one hundred eighty (180) days prior to the end of the then-current term. In addition, either Party may <br />elect to not renew a Contracted Provider’s participation as a Participating Provider in a particular Product for the next <br />Renewal Term, by giving Provider written notice of such non-renewal not less than one hundred eighty (180) days <br />prior to the, as applicable, last day of the Initial Term or applicable Renewal Term; in such event, Provider shall <br />immediately notify the affected Contracted Provider of such non-renewal. Termination of any Contracted Provider’s <br />participation in a particular Product will not have the effect of terminating either this Agreement or the Contracted <br />Provider’s participation in any other Product in which the Contract Provider participates under this Agreement. <br /> <br />7.2. Termination. This Agreement, or the participation of Provider or a Contracted Provider as a <br />Participating Provider in one or more Products, may be terminated or suspended as set forth below. <br /> <br />7.2.1. Upon Notice. This Agreement may be terminated by either Party giving the other Party at <br />least 120 days prior written notice of such termination. The participation of any Contracted Provider as a Participating <br />Provider in a Product may be terminated by either Party giving the other Party at least 120 days prior written notice <br />of such termination; in such event, Provider shall immediately notify the affected Contracted Provider of such <br />termination. <br /> <br />7.2.2. With Cause. This Agreement, or the participation of any Contracted Provider as a <br />Participating Provider in one or more Products under this Agreement, may be terminated by either Party giving at <br />least 90 days prior written notice of termination to the other Party if such other Party (or the applicable Contracted <br />Provider) is in breach of any material term or condition of this Agreement and such other Party (or the Contracted <br />Provider) fails to cure the breach within the 60 day period immediately following the giving of written notice of such <br />breach. Any notice given pursuant to this Section 7.2.2 must describe the specific breach. In the case of a termination <br />of a Contracted Provider, Provider shall immediately notify the affected Contracted Provider of such termination. <br /> <br />7.2.3. Suspension of Participation. Unless expressly prohibited by applicable Regulatory <br />Requirements, WellCare has the right to immediately suspend or terminate the participation of a Contracted Provider <br />in any or all Products by giving written notice thereof to Provider when WellCare determines tha t (i) based upon <br />DocuSign Envelope ID: 2EC1F0FD-FAF9-4B42-B52E-D419F55A6210