(OR AS PERIODICALLY REQUESTED BY MANAGER).
GROUP SHALL PROVIDE MANAGER
WITH NO LESS THAN THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF CANCELLATION OR ANY
MATERIAL CHANGE IN SUCH PROFESSIONAL MALPRACTICE LIABILITY INSURANCE COVERAGE.
4.3
TAIL COVERAGE.
IF GROUP'S PROFESSIONAL MALPRACTICE LIABILITY
INSURANCE IS PROVIDED ON A CLAIMS-MADE BASIS, UPON THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT FOR ANY REASON, GROUP SHALL CONTINUOUSLY MAINTAIN SUCH
INSURANCE OR PURCHASE FROM AN INSURANCE COMPANY LICENSED OR OTHERWISE QUALIFIED
TO ISSUE PROFESSIONAL LIABILITY INSURANCE POLICIES OR COVERAGE IN THE STATE OF
CALIFORNIA, AND ACCEPTABLE TO MANAGER, EXTENDED REPORTING PERIOD (I.E., "TAIL")
COVERAGE FOR THE LONGEST EXTENDED REPORTING PERIOD THEN AVAILABLE TO ENSURE THAT
INSURANCE COVERAGE IN THE AMOUNT SET FORTH IN SECTION 4.1 OF THIS AGREEMENT IS
MAINTAINED FOR CLAIMS WHICH ARISE FROM PROFESSIONAL SERVICES PROVIDED BY GROUP
AND ANY GROUP PRACTITIONER DURING THE TERM OF THIS AGREEMENT.
THIS
SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
5
4.4
INDEMNIFICATION BY GROUP.
GROUP SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS MANAGER AGAINST:
(A) ANY AND ALL LIABILITY ARISING OUT OF GROUP'S
FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT, AND ANY INJURY, LOSS,
CLAIMS, OR DAMAGES ARISING FROM THE NEGLIGENT OPERATIONS, ACTS, OR OMISSIONS OF
GROUP OR GROUP'S EMPLOYEES RELATING TO OR ARISING OUT OF GROUP'S PRACTICE OR
THIS AGREEMENT; AND (B) ANY AND ALL COSTS AND EXPENSES, INCLUDING REASONABLE
LEGAL EXPENSES, INCURRED BY OR ON BEHALF OF MANAGER IN CONNECTION WITH THE
DEFENSE OF SUCH CLAIMS.
4.5
HOLD HARMLESS.
MANAGER SHALL BE RESPONSIBLE FOR ITS OWN ACTS AND
OMISSIONS AND THE ACTS AND OMISSIONS OF ITS EMPLOYEES AND AGENTS.
MANAGER SHALL
NOT BE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF GROUP OR GROUP'S EMPLOYEES AND
AGENTS IN CARRYING OUT THIS AGREEMENT.
MANAGER SHALL NOT BE LIABLE FOR ANY
JUDGMENT, SETTLEMENT, AWARD, FINE OR OTHERWISE, WHICH ARISES OUT OF THE ACTS AND
OMISSIONS OF GROUP, OR ITS EMPLOYEES AND AGENTS, UNDER THIS AGREEMENT.
TO THE
EXTENT MANAGER UTILIZES ITS OWN EQUIPMENT, PRODUCTS, OR OTHER PERSONAL PROPERTY
IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, MANAGER SHALL ENSURE
THAT SUCH EQUIPMENT, PRODUCT, OR OTHER PERSONAL PROPERTY IS SUITABLE AND FIT FOR
THE PURPOSE INTENDED BY MANAGER, FREE FROM DEFECTS WHICH MAY DAMAGE GROUP, AND
OTHERWISE OPERATES IN ACCORDANCE WITH APPLICABLE GOVERNMENT STANDARDS AND SAFETY
REGULATIONS.
4.6
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 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