Business Associate Agreement - TriZetto Provider Solutions LLC - EMS Billing Services

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providing written notice, effective thirty (30) days after the date of notice. 10.2. Termination for Cause. Either party may terminate this Agreement for the other's material breach by written notice, effective in thirty (30) days unless the other party first cures such breach. Without limiting TriZetto's other rights and remedies, TriZetto may suspend or terminate a Client's access to the Subscription Services at any time, without advanced notice, if TriZetto reasonably concludes Client has violated the acceptable use policy or the other requirements of this Agreement in a way that subjects TriZetto to potential liability. 10.3. Effects of Termination. Upon termination of this Agreement, all Orders and SOWs terminate, Client shall cease all use of the Services and delete, destroy, or return all copies of TriZetto Confidential Information in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Client to pay fees incurred before termination; (b) Articles and Sections 5 (Confidential Information), 7.3 (Warranty Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 11 (Feedback), 12 (Dispute Resolution) and 13 (Miscellaneous); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. 11. Feedback. TriZetto does not agree to treat as confidential any Feedback (as defined below) that Client or its authorized users provide to TriZetto, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict TriZetto's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or an authorized user in question. Client hereby grants TriZetto a perpetual, irrevocable right and license to exploit Feedback in any and every way. "Feedback" means any suggestion or idea for improving or otherwise modifying any of TriZetto's products or services. 12. Dispute Resolution. Subject to each party's right to seek injunctive or equitable relief for any default under the Agreement, in the event of any dispute or cause of action that arises under the Agreement ("Dispute"), the parties shall follow the procedures in this Article 12. Either party shall notify the other party in writing of the Dispute ("Dispute Notice"). Within ten (10) business days after receiving a Dispute Notice, each party's designated representatives shall meet (in person, telephonically, or by video conference) and shall attemptto negotiate a resolution within ten (10) business days. If the representatives are unable to resolve the Dispute within such period, or any additional extension of time that is mutually agreed upon in writing, such Dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Any actions taken under this Article 12 shall remain confidential and be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and any comparable state provision. 13. Miscellaneous. 13.1. Relationship of the Parties. The parties are independent contractors. The Agreement does not establish any relationship of partnership, joint venture, or agency between the parties. Personnel of each party and their affiliates shall not be deemed employees or agents of the other party. Except as provided otherwise in the Agreement, neither Party has the power to bind the other or to incur obligations on behalf of the other. 13.2. Notices. Each party's address for receiving notices is set forth on the Order. Either party may change its address for notice by notifying the other party in writing of the new address. Notices are effective (a) on the date of actual delivery if the notice is delivered personally by a party, if the notice is delivered by a nationally recognized delivery service that can confirm the date of delivery, or if the delivery is made by the U.S. Postal Service as certified or registered mail and the return receipt confirms the date of delivery; or (b) when the receiving party confirms receipt if the notice is delivered electronically by facsimile or e-mail. 13.3. Subcontractors. TriZetto may subcontract the performance of all or any part of a Service to a subcontractor or an affiliate of TriZetto, provided TriZetto shall remain liable to Client for the performance of such Services. Client is not a party to TriZetto's subcontractor agreements. TriZetto shall include provisions in its subcontractor agreements sufficient to protect Client Data and Client's Confidential Information in a manner consistent with the terms of the Agreement.