COOPERATE IN GOOD FAITH, USING THEIR BEST EFFORTS,
TO ADDRESS SUCH RISK MANAGEMENT AND CLAIMS HANDLING ISSUES IN A MANNER THAT
STRONGLY ENCOURAGES FULL COOPERATION BETWEEN THE PARTIES.
(B)
THE PARTIES FURTHER AGREE THAT IF A CONTROVERSY, DISPUTE, CLAIM, ACTION OR
LAWSUIT (EACH, AN "ACTION") ARISES WITH A THIRD-PARTY WHEREIN BOTH THE PARTIES
ARE INCLUDED AS DEFENDANTS, EACH PARTY SHALL PROMPTLY DISCLOSE TO THE OTHER
PARTY IN WRITING THE EXISTENCE AND CONTINUING STATUS OF THE ACTION AND ANY
NEGOTIATIONS RELATING THERETO.
EACH PARTY SHALL MAKE EVERY REASONABLE ATTEMPT
TO INCLUDE THE OTHER PARTY IN ANY SETTLEMENT OFFER OR NEGOTIATIONS.
IN THE
EVENT THE OTHER PARTY IS NOT INCLUDED IN THE SETTLEMENT, THE SETTLING PARTY
SHALL IMMEDIATELY DISCLOSE TO THE OTHER PARTY IN WRITING THE ACCEPTANCE OF ANY
SETTLEMENT AND TERMS RELATING THERETO.
ARTICLE V.
RELATIONSHIP BETWEEN THE PARTIES
5.1
INDEPENDENT CONTRACTOR.
MANAGER IS AND SHALL AT ALL TIMES BE AN
INDEPENDENT CONTRACTOR WITH RESPECT TO GROUP IN MEETING MANAGER'S
RESPONSIBILITIES UNDER THIS AGREEMENT.
NOTHING IN THIS AGREEMENT IS INTENDED
NOR SHALL BE CONSTRUED TO CREATE A PARTNERSHIP, EMPLOYER-
6
EMPLOYEE OR JOINT VENTURE RELATIONSHIP BETWEEN MANAGER AND GROUP OR BETWEEN
MANAGER AND ANY GROUP PRACTITIONER.
5.2
LIMITATION ON CONTROL.
MANAGER SHALL NEITHER HAVE NOR EXERCISE ANY
CONTROL OR DIRECTION OVER THE PROFESSIONAL MEDICAL JUDGMENT OF GROUP OR ANY
GROUP PRACTITIONER, OR THE METHODS BY WHICH GROUP OR ANY GROUP PRACTITIONER
PERFORMS PROFESSIONAL MEDICAL SERVICES; PROVIDED, HOWEVER, THAT GROUP AND GROUP
PRACTITIONERS SHALL BE SUBJECT TO AND SHALL AT ALL TIMES COMPLY WITH THE BYLAWS,
GUIDELINES, POLICIES AND RULES OF MANAGER.
NEITHER PARTY SHALL HAVE ANY RIGHT,
POWER OR AUTHORITY TO ACT FOR OR ENTER INTO BINDING AGREEMENTS ON BEHALF OF THE
OTHER PARTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
ARTICLE VI.
TERM AND TERMINATION
6.1
TERM.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON JULY 1, 2008 (THE
"EFFECTIVE DATE"), AND SHALL CONTINUE UNTIL JUNE 30, 2018 (THE "EXPIRATION
DATE"), SUBJECT TO THE TERMINATION PROVISIONS OF THIS AGREEMENT.
THIS AGREEMENT
SHALL AUTOMATICALLY RENEW FOR TWO (2) ADDITIONAL TERMS OF FIVE (5) YEARS EACH,
UNLESS EITHER PARTY GIVES THE OTHER PARTY WRITTEN NOTICE OF ITS INTENTION NOT TO
RENEW THIS AGREEMENT AT LEAST THIRTY (30) CALENDAR DAYS PRIOR TO THE EXPIRATION
OF THE THEN CURRENT TERM.
6.2
TERMINATION.
(A)
EACH PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT UPON A
MATERIAL BREACH OF THIS AGREEMENT BY THE OTHER PARTY WHERE THE BREACH IS NOT
CURED WITHIN NINETY (90) CALENDAR DAYS AFTER PARTY GIVES WRITTEN NOTICE OF THE
BREACH TO THE BREACHING PARTY.
(B)
NOTWITHSTANDING THE FOREGOING, UPON GROUP'S FAILURE TO TIMELY PAY THE
MANAGEMENT FEE (AS SET FORTH ON EXHIBIT 3.1), MANAGER SHALL BE ENTITLED TO
TERMINATE THIS AGREEMENT UPON TEN (10) DAYS' WRITTEN NOTICE TO GROUP.
6.3
RIGHTS UPON TERMINATION.
UPON ANY TERMINATION OR EXPIRATION OF
THIS AGREEMENT AS SET FORTH IN SECTION 6.1, ALL RIGHTS AND OBLIGATIONS OF THE
PARTIES SHALL CEASE EXCEPT THOSE RIGHTS AND OBLIGATIONS THAT HAVE ACCRUED OR
EXPRESSLY SURVIVE SUCH TERMINATION OR EXPIRATION.