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<br />available information, the continued participation of the Contracted Provider appears to constitute an immediate threat
<br />or risk to the health, safety or welfare of Covered Persons, or (ii) the Contracted Provider’s fraud, malfeasance or
<br />non-compliance with Regulatory Requirements is reasonably suspected. Provider shall immediately notify the
<br />affected Contracted Provider of such suspension. During such suspension, the Contracted Provider shall, as directed
<br />by WellCare, discontinue the provision of all or a particular Covered Service to Covered Persons. During the term
<br />of any suspension, the Contracted Provider shall notify Covered Persons that his or her status as a Participating
<br />Provider has been suspended. Such suspension will continue until the Contracted Provider’s participation is
<br />reinstated or terminated.
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<br />7.2.4. Insolvency. This Agreement may be terminated immediately by a Party giving written notice
<br />thereof to the other Party if the other Party is insolvent or has bankruptcy proceedings initiated against it.
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<br />7.2.5. Credentialing. The status of a Contracted Provider as a Participating Provider in one or more
<br />Products may be terminated immediately by WellCare giving written notice thereof to Provider if the Contracted
<br />Provider fails to adhere to Company’s or Payor’s credentialing criteria, including, but not limited to, if the Contracted
<br />Provider (i) loses, relinquishes, or has materially affected its license to provide Covered Services in the State, (ii)
<br />fails to comply with the insurance requirements set forth in this Agreement; or (iii) is convicted of a criminal offense
<br />related to involvement in any state or federal health care program or has been terminated, suspended, barred,
<br />voluntarily withdrawn as part of a settlement agreement, or otherwise excluded from any state or federal health care
<br />program. Provider shall immediately notify the affected Contracted Provider of such termination.
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<br />7.3. Effect of Termination. After the effective date of termination of this Agreement or a Contracted
<br />Provider’s participation in a Product, this Agreement shall remain in effect for purposes of those obligations and
<br />rights arising prior to the effective date of termination. Upon such a termination, each affected Contracted Provider
<br />(including Provider, if applicable) shall (i) continue to provide Covered Services to Covered Persons in the applicable
<br />Product(s) during the longer of the 90 day period following the date of such termination or such other period as may
<br />be required under any Regulatory Requirements, and, if requested by Company, each affected Contracted Provider
<br />(including Provider, if applicable) shall continue to provide, as a Participating Provider, Covered Services to Covered
<br />Persons until such Covered Persons are assigned or transferred to another Participating Provider in the applicable
<br />Product(s), and (ii) continue to comply with and abide by all of the applicable terms and conditions of this Agreement,
<br />including, but not limited to, Section 3.4 (Hold Harmless) hereof, in connection with the provision of such Covered
<br />Services during such continuation period. During such continuation period, each affected Contracted Provider
<br />(including Provider, if applicable) will be compensated in accordance with this Agreement and shall accept such
<br />compensation as payment in full.
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<br />7.4. Survival of Obligations. All provisions hereof that by their nature are to be performed or complied
<br />with following the expiration or termination of this Agreement, including without limitation Sections 2.8, 2.10, 3.2,
<br />3.4, 3.5, 4.2, 5.1, 5.2, 5.3, 5.4, 6.1, 6.2, 7.3, 7.4 and Article VIII, survive the expiration or termination of this
<br />Agreement.
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<br />ARTICLE VIII - MISCELLANEOUS
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<br />8.1. Relationship of Parties. The relationship between or among WellCare, Company, Provider, and any
<br />Contracted Provider hereunder is that of independent contractors. None of the provisions of this Agreement will be
<br />construed as creating any agency, partnership, joint venture, employee-employer, or other relationship. References
<br />herein to the rights and obligations of any “Company” under this Agreement are references to the rights and
<br />obligations of each Company individually and not collectively. A Company is only responsible for performing its
<br />respective obligations hereunder with respect to a particular Product, Coverage Agreement, Payor Contract, Covered
<br />Service or Covered Person. A breach or default by an individual Company shall not constitute a breach or default by
<br />any other Company, including but not limited to WellCare. Each Company (each an “Unaffiliated Party” and
<br />collectively, the “Unaffiliated Parties”) acknowledge that references herein to their respective rights and obligations
<br />under this Agreement are references to the rights and obligations of each such Unaffiliated Party individually and not
<br />of the Unaffiliated Parties collectively. Notwithstanding anything that may be construed herein to the contrary, all
<br />DocuSign Envelope ID: 2EC1F0FD-FAF9-4B42-B52E-D419F55A6210
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