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Boulevard San Rafael, CA 94901MIN www.mhn.com A Health Net Company' 10.6 Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, nor be construed to be, a waiver of any subsequent breach thereof. 10.7 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California. 10.8 Indemnification. (a) Responsibility for Own Acts. Each party shall be responsible for its own acts or omissions and for any and all claims, liabilities, injuries, suits, demands and expenses of all kinds which may result or arise out of any alleged malfeasance or neglect caused or alleged to have been caused by that party or its employees, independent contractors, volunteers, intems or Client's affiliated professionals or representatives in the performance or omission of any act or responsibility of that party under this Agreement. (b) Client agrees to indemnify, defend, and hold harmless MHN, its agents, officers, and employees from and against any and all liability expense including defense costs and legal fees incurred in connection with claims for damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property damage arising from Client's performance or failure to perform its obligations hereunder. (c) MBN agrees to indemnify, defend, and hold harmless Client, its agents, officers, and employees from and against any and all liability expense, including defense costs and legal fees incurred in connection with claims for damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property damage arising from M IN's performance or failure to perform its obligations hereunder. 10.9 Assignments/Subcontracting. Neither party shall have the right to assign, delegate or subcontract any of its rights or obligations without the prior written consent of the other party. Notwithstanding the foregoing, MHN shall have the right to sell, transfer, convey or assign this Agreement to any successor, subsidiary, parent or affiliate of MHN and such assignee shall acquire all of the rights, duties and obligations of M IN set forth herein. [Signature Page Follaws] Page 5 of 7 REV: 05-1617 EI AT1V/AGR/2017.112/MANAGED HEALTH NETWORK