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<br />4.3. Record Transfer. Subject to applicable Regulatory Requirements, each Contracted Provider shall
<br />cooperate in the timely transfer of Covered Persons’ medical records to any other health care provider, at no charge
<br />and when required.
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<br />ARTICLE V - INSURANCE AND INDEMNIFICATION
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<br />5.1. Insurance. During the term of this Agreement and for any applicable continuation period as set forth
<br />in Section 7.3 of this Agreement, Provider and each Contracted Provider shall maintain policies professional liability
<br />insurance to insure Provider and such Contracted Provider, respectively; their respective employees; and any other
<br />person providing services hereunder on behalf of Provider or such Contracted Provider, as applicable, against any
<br />claim(s) of personal injuries or death alleged to have been caused or caused by their performance under this
<br />Agreement. Such insurance shall include, but not be limited to, any “tail” or prior acts coverage necessary to avoid
<br />any gap in coverage. Insurance shall be through a licensed carrier acceptable to WellCare, and in a minimum amount
<br />of $1,000,000 per occurrence, and $3,000,000 annual aggregate unless a lesser amount is accepted by WellCare or
<br />where State law mandates otherwise. Provider and each Contracted Provider will provide WellCare with at least 15
<br />days prior written notice of cancellation, non-renewal, lapse, or adverse material modification of such coverage.
<br />Upon WellCare’s request, Provider and each Contracted Provider will furnish WellCare with evidence of such
<br />insurance.
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<br />5.2. Indemnification by Provider and Contracted Provider. Provider to the extent provided by North
<br />Carolina law and each Contracted Provider shall indemnify and hold harmless (and at WellCare‘s request defend)
<br />Company, Payor and each of their respective officers, directors, agents, and employees from and against any and all
<br />claims for any loss, damages, liability, costs, or expenses (including reasonable attorney’s fees) judgments or
<br />obligations (collectively, “Losses”) arising from or relating to any negligence, wrongful act or omission, or breach of
<br />this Agreement by Provider, a Contracted Provider, or any of their respective officers, directors, agents or employees .
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<br />5.3. Indemnification by WellCare. WellCare agrees to indemnify and hold harmless (and at Provider’s
<br />request (as applicable) defend) Provider, Contracted Providers, and each of their respective officers, directors, agents
<br />and employees from and against any and all Losses arising from or relating to any negligence, wrongful act or
<br />omission or breach of this Agreement by Company or its directors, officers, agents or employees.
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<br />ARTICLE VI - DISPUTE RESOLUTION
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<br />6.1. Informal Dispute Resolution. Any dispute between Provider and/or a Contracted Provider, as
<br />applicable (the “Provider Party”), and WellCare and/or Company, as applicable (including any Company acting as
<br />Payor) (the “Administrator Party”), with respect to or involving the performance under, termination of, or
<br />interpretation of this Agreement, or any other claim or cause of action hereunder, whether sounding in tort, contract
<br />or under statute (a “Dispute”) shall first be addressed by exhausting the applicable procedures in the Provider Manual
<br />pertaining to claims payment, credentialing, utilization management, or other programs. If, at the conc lusion of these
<br />applicable procedures, the Dispute is not resolved to satisfaction of the Provider Party and the Administrator Party,
<br />or if there are no applicable procedures in the Provider Manual, then the Provider Party and the Administrator Party
<br />shall engage in a period of good faith negotiations between their designated representatives who have authority to
<br />settle the Dispute, which negotiations may be initiated by either the Provider Party or the Administrator Party upon
<br />written request to the other, provided such request takes place within 1 year of the date on which the requesting party
<br />first had, or reasonably should have had, knowledge of the event(s) giving rise to the Dispute. If the Dispute has not
<br />been resolved within 60 days of such request, either the Provider Party or the Administrator Party may, as its sole
<br />and exclusive forum for the litigation of the Dispute or any part thereof, initiate arbitration pursuant to Section 6.2
<br />below by providing written notice to the other party.
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<br />6.2. Arbitration. If either the Provider Party or the Administrator Party wishes to pursue the Dispute as
<br />provided in Section 6.1, such party shall submit it to binding arbitration conducted in accordance with the Commercial
<br />Arbitration Rules of the American Arbitration Association (“AAA”). In no event may any arbitration be initiated
<br />DocuSign Envelope ID: 2EC1F0FD-FAF9-4B42-B52E-D419F55A6210
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