OTHERWISE, WHICH ARISES OUT OF THE ACTS AND OMISSIONS
OF GROUP, OR ITS EMPLOYEES AND AGENTS, UNDER THIS AGREEMENT.
TO THE EXTENT THAT
CLARIENT AND LAB UTILIZE THEIR OWN EQUIPMENT, PRODUCTS, OR OTHER PERSONAL
PROPERTY IN THE PERFORMANCE OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, CLARIENT
AND LAB SHALL ENSURE THAT SUCH EQUIPMENT, PRODUCT, OR OTHER PERSONAL PROPERTY IS
SUITABLE AND FIT FOR THE PURPOSE INTENDED BY CLARIENT AND LAB, FREE FROM DEFECTS
WHICH MAY DAMAGE GROUP, AND OTHERWISE OPERATES IN ACCORDANCE WITH APPLICABLE
GOVERNMENT STANDARDS AND SAFETY REGULATIONS.
5.6
COOPERATION BETWEEN THE PARTIES.
(A)
THE PARTIES RECOGNIZE THAT, DURING THE TERM
OF THIS AGREEMENT AND FOR A PERIOD THEREAFTER, CERTAIN RISK MANAGEMENT ISSUES,
LEGAL ISSUES, CLAIMS OR ACTIONS MAY ARISE THAT INVOLVE OR COULD POTENTIALLY
INVOLVE THE PARTIES AND THEIR RESPECTIVE EMPLOYEES AND AGENTS.
THE PARTIES
FURTHER RECOGNIZE THE IMPORTANCE OF COOPERATING WITH EACH OTHER IN GOOD FAITH
WHEN SUCH ISSUES, CLAIMS OR ACTIONS ARISE, TO THE EXTENT SUCH COOPERATION DOES
NOT VIOLATE ANY APPLICABLE LAWS, CAUSE THE BREACH OF
8
ANY DUTIES CREATED BY ANY POLICIES OF INSURANCE OR PROGRAMS OF SELF-INSURANCE,
OR OTHERWISE COMPROMISE THE CONFIDENTIALITY OF COMMUNICATIONS OR INFORMATION
REGARDING THE ISSUES, CLAIMS OR ACTIONS.
AS SUCH, THE PARTIES HEREBY AGREE TO
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 ALL OF 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 PARTIES IN ANY
SETTLEMENT OFFER OR NEGOTIATIONS.
IN THE EVENT THE OTHER PARTIES ARE NOT
INCLUDED IN THE SETTLEMENT, THE SETTLING PARTY SHALL IMMEDIATELY DISCLOSE TO THE
OTHER PARTIES IN WRITING THE ACCEPTANCE OF ANY SETTLEMENT AND TERMS RELATING
THERETO.
ARTICLE VI.
RELATIONSHIP BETWEEN THE PARTIES
6.1
INDEPENDENT CONTRACTORS.
GROUP AND THE GROUP
PHYSICIANS ARE AND SHALL AT ALL TIMES BE INDEPENDENT CONTRACTORS WITH RESPECT TO
LAB IN MEETING GROUP'S RESPONSIBILITIES UNDER THIS AGREEMENT.
CLARIENT IS AND
SHALL AT ALL TIMES BE AN INDEPENDENT CONTRACTOR WITH RESPECT TO GROUP IN MEETING
CLARIENT'S RESPONSIBILITIES UNDER THIS AGREEMENT.
NOTHING IN THIS AGREEMENT IS
INTENDED NOR SHALL BE CONSTRUED TO CREATE A PARTNERSHIP, EMPLOYER-EMPLOYEE OR
JOINT VENTURE RELATIONSHIP BETWEEN LAB AND GROUP, CLARIENT AND GROUP, LAB AND
ANY GROUP PHYSICIAN, OR CLARIENT AND ANY GROUP PHYSICIAN.
6.2
LIMITATION ON CONTROL.
NEITHER CLARIENT NOR
LAB SHALL HAVE OR EXERCISE ANY CONTROL OR DIRECTION OVER GROUP'S OR ANY GROUP
PHYSICIAN'S PROFESSIONAL MEDICAL JUDGMENT OR THE METHODS BY WHICH GROUP OR ANY
GROUP PHYSICIAN PERFORMS PROFESSIONAL MEDICAL SERVICES.
6.3
PRACTICE OF MEDICINE.
THE PARTIES ACKNOWLEDGE
THAT NEITHER CLARIENT NOR LAB IS AUTHORIZED OR QUALIFIED TO ENGAGE IN ANY
ACTIVITY WHICH MAY BE CONSTRUED OR DEEMED TO CONSTITUTE