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2370 MI�iN San rno4901d San Rafael, CA 94901 www.mhn.00nn A Health Net Company' VIII. PROPRIETARY MATERIALS 8.1 MHN Materiels. Client acknowledges that MHN has developed and will develop in connection with this Agreement, certain symbols, trademarks, service marks, designs, data, processes, plans, procedures and information; all of which are proprietary information and trade secrets of MHN (Collectively referred to as "Materials"). Such Materials include, without limitation, Materials relating to MHNs Quality Management/Utilization Management Program, the Intake Line and all Materials prepared and distributed by MHN in connection with its Assistance Programs. Client shall not use any of MHN's proprietary Materials, except as expressly contemplated by this Agreement, without the prior written consent of MHN, and shall cease any and all usage of Materials immediately upon the termination of this Agreement or at MHNs request. 8.2 Confidentiality of Parties' Records and Materials. All files, data and information relating to the business of either party in possession of the other party will be deemed confidential and will not be disclosed except as required by law, including the California Public Records Act, Government Code §§ 6250 et seq., or upon lawful order of a court or public authority which order compels obedience under penalty of contempt, fine, or impairment or loss of the right to do business. In the event of any such disclosure, the disclosing party shall immediately notify the other party in writing detailing the circumstances and extent of such disclosure. IX. CONFIDENTIALITY OF PATIENT INFORMATION Each party shall maintain the confidentiality of information in its possession contained in the records of Covered Persons in accordance with applicable state and federal laws and regulations or other applicable law, and shall not release such information, either to each other or to any other person or entity, except as permitted by law or in accordance with a validly executed release. X. MISCELLANEOUS 10.1 Regulation. MHN is subject to regulation by the California Department of Managed Health Care and this Agreement is subject to the requirements of the Knox -Keene Health Care Service Plan Act of 1975 (the "Act", commencing with Section 1340 of the California Health and Safety Code) and the regulations promulgated thereunder (found at Chapter 3 of Title 10 of the California Code of Regulations). Any provision required to be in this Agreement by either of these sources of law shall bind the parties whether or not provided hereunder. 10.2 Relationship of the Parties. In the performance of the work, duties and obligations of the parties to this Agreement, the parties shall at all times be acting and performing as independent contractors. No relationship of employer and employee, or partners or joint venturers is created by this Agreement, and neither party may therefore make any claim against the other party for social security benefits, workers' compensation benefits, unemployment insurance benefits, vacation pay, sick leave or any other employee benefit of any kind. 10.3 Notices. Except as set forth herein, all notices required or permitted to be given hereunder, shall be in writing and shall be sent by United States mail, certified or registered, return receipt requested, postage prepaid, or by facsimile, or sent by a nationally recognized overnight courier or delivery service to the parties hereto at their respective addresses set forth herein, or such other address as may be fixed in accordance with the provisions hereof. Except as set forth herein, if mailed in accordance with the provisions of this paragraph, such notice shall be deemed to be received three (3) business days after mailing. 10.4 Entire Agreement; Amendment. This Agreement and all exhibits and other documents furnished pursuant to this Agreement and expressly made a part hereof shall constitute the entire agreement between the parties, and supersedes all other agreements, written or otherwise. This Agreement may be amended by a signed written agreement of the parties. 10.5 Provisions Separable. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision. Page 4 of 7 REV: OS -16-17 EI ATrY/AGR/2017.112/MANAGED HEALTH NETWORK