AgdaPkt 2005-06-27 - Laserfiche WebLink

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..5. .~.e - /6 law, and shall not release such information, either to each other or to any other person or ~ntity, 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 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 enforceabilit) of any other term or provision. 10.6 Dispute Resolution. a) Any controversy between the parties to this Agreement shall be resolved, to the extent possible, by informal meeting or discussions between the appropriate representatives of the parties. b) In the event the parties are unable to resolve the controversy informally, the parties, I including without limitation, Members,) agree to submit the matter to binding arbitration before a single arbitrator acceptable to both parties under the commercial rules of the American Arbitration Association ("AAA") then in effect. The parties agree to divide equally the AAA's administrative fee as well as the arbItrator's fee, if any, unless otherwise assessed by the arbitrator. The administrative fee shall be advanced by the initiating party subject to final apportionment by the arbitrator in hislher award. The arbitrator's award may be enforced in any court having jurisdiction thereof by the filing of a petition to enforce said award, The cost of filing may be recovered by the party which initiates such action to have an award enforced, c) Arbitration shall take place in San Francisco, California. or such other location mutually agreed upon by the parties. d) The parties shall have the rights of discovery provided by the laws in the state where the arbitration is conducted. .>f' '521311:U1912002 Page 6 of 12