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<br />Contracted Providers shall refer Covered Persons only to Participating Providers to provide the Covered Service for
<br />which the Covered Person is referred.
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<br />2.8. Treatment Decisions. No Company or Payor shall be liable for, or exercise control over, the manner
<br />or method by which a Contracted Provider provides items or services under this Agreement. Provider and Contracted
<br />Providers understand that determinations of Company or Payor that certain items or services are not Covered Services
<br />or have not been provided or billed in accordance with the requirements of this Agr eement or the Provider Manual
<br />are administrative decisions only. Such decisions do not absolve the Contracted Provider of its responsibility to
<br />exercise independent judgment in treatment decisions relating to Covered Persons. Nothing in this Agreement (i ) is
<br />intended to interfere with Contracted Provider’s relationship with Covered Persons, or (ii) prohibits or restricts a
<br />Contracted Provider from disclosing to any Covered Person any information that the Contracted Provider deems
<br />appropriate regarding health care quality, medical treatment decisions or alternatives.
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<br />2.9. Carve-Out Vendors. Provider acknowledges that Company may, during the term of this Agreement,
<br />carve-out certain Covered Services from its general provider contracts, including this Agreeme nt, for one or more
<br />Products as Company deems necessary or appropriate. Provider and Contracted Providers shall cooperate with and,
<br />when medically appropriate, utilize all third party vendors designated by Company for those Covered Services
<br />identified by Company from time to time for a particular Product.
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<br />2.10. Disparagement Prohibition. Provider, each Contracted Provider and the officers of Company (each
<br />a “Non-Disparagement Party”) shall not disparage any other Non-Disparagement Party during the term of this
<br />Agreement or in connection with any expiration, termination or non-renewal of this Agreement. Neither Provider
<br />nor Contracted Provider shall interfere with Company’s direct or indirect contractual relationships including, but not
<br />limited to, those with Covered Persons or other Participating Providers. Nothing in this Agreement should be
<br />construed as limiting the ability of WellCare, Company, Provider or a Contracted Provider to inform Covered Persons
<br />that this Agreement has been terminated or otherwise expired or, with respect to Provider, to promote Provider to the
<br />general public or to post information regarding other WellCares consistent with Provider’s usual procedures, provided
<br />that no such promotion or advertisement is specifically directed at one or more Covered Persons. In addition, nothing
<br />in this provision should be construed as limiting any Non -Disparagement Party’s ability to use and disclose
<br />information and data obtained from or about another Non-Disparagement Party, including this Agreement, to the
<br />extent determined reasonably necessary or appropriate by such Non -Disparagement Party in connection with its
<br />efforts to comply with Regulatory Requirements and to communicate with regulatory authorities.
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<br />2.11. Nondiscrimination. Provider and each Contracted Provider will provide Covered Services to
<br />Covered Persons without discrimination on account of race, sex, sexual orientation, age, color, religion, national
<br />origin, place of residence, health status, type of Payor, source of payment (e.g., Medicaid generally or a State-specific
<br />health care program), physical or mental disability or veteran status, and will ensure that its facilities are accessible
<br />as required by Title III of the Americans With Disabilities Act of 1991. Provider and Contracted Providers recognize
<br />that, as a governmental contractor, Company or Payor may be subject to various federal laws, executive orders and
<br />regulations regarding equal opportunity and affirmative action, which also may be applicable to subcontractors, and
<br />Provider and each Contracted Provider agree to comply with such requirements as described in any applicable
<br />Attachment.
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<br />2.12. Notice of Certain Events. Provider shall give written notice to WellCare and Payor of: (i) any event
<br />of which notice must be given to a licensing or accreditation agency or board; (ii) any change in the status of
<br />Provider’s or a Contracted Provider’s license; (iii) termination, suspension, exclusion or voluntary withdrawal of
<br />Provider or a Contracted Provider from any state or federal health care program, including but not limited to
<br />Medicaid; or (iv) any final adverse determinations in connection with a lawsuit or claim filed or asserted against
<br />Provider or a Contracted Provider alleging professional malpractice involving a Covered Person. In any instance
<br />described in subsection (i)-(iii) above, Provider must notify WellCare and Payor in writing within 10 days, and in
<br />any instance described in subsection (iv) above, Provider must notify WellCare and Payor in writing within 30 days,
<br />from the date it first obtains knowledge of any such final adverse determination.
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<br />DocuSign Envelope ID: 2EC1F0FD-FAF9-4B42-B52E-D419F55A6210
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