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or 4)Healthways'reasonable determination that the health or safety of Members may be in jeopardy if this Agreement is not terminated. e) Default.In the event that City defaults under this Agreement or the Agreement is terminated pursuant to the Material Breach section or the Early Termination section above, Healthways may, at its sole discretion and without limiting other remedies available to Healthways at law or in equity, withhold payment of any amounts otherwise due and payable to City under this Agreement. 6. Confidentiality. All Confidential Information between Healthways, City, and Facility are shared in strictest confidence. During the Term and at all times thereafter, City shall not divulge, furnish or make accessible to anyone or use in any way (other than use in the ordinary course of providing services under this Agreement) any Confidential Information. Upon completion of this Agreement or in the event of its termination,City shall return to Healthways all of Healthways' materials used in the provision of the Program, including the Reference Guide and Member files. City and Facility are required to comply with the Minnesota Government Data Practices Act,Minnesota Statutes,Chapter 13,and will comply with the terms of this paragraph to the extent permitted and required by said Act. 7. Member Contact. Facility agrees to not directly contact Members during the Term of this Agreement in regard to business related matters pertaining to the Program, such as, but not limited to, switching health care plans, disenrolling, enrolling with other health care plans or similar entities, or contracting directly with Facility or City, instead of Healthways and Sponsoring Organization. This clause does not apply to City or Facility employee communications. 8. Insurance. City shall obtain and maintain in force general liability insurance coverage in an amount of at least $1,000,000 per occurrence, and shall cause such insurance to require that the carrier will provide Healthways written notice of expiration, termination, or cancellation at least thirty (30) days prior to any expiration, termination, or cancellation of such policy. City shall provide a current certificate of insurance with this Agreement and within ten(10) days of request by Healthways thereafter.PLEASE ATTACH A COPY OF CITY LIABILITY POLICY FACE SHEET. 9. Notices. Unless expressly provided otherwise, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when sent by 1) facsimile transmission using equipment that provides automatic verification of transmission; 2) hand delivery, including by a recognized courier service; or 3) registered or certified mail, postage prepaid, return receipt requested. Notices under the Agreement to Facility shall be to the Contract Administrator in Exhibit A-2. Notices under the Agreement to Healthways shall be to: Healthways Provider Networks Department, 1445 South Spectrum Blvd., Suite 100,Chandler,Arizona 85286;Fax: 602-391-2138. City shall provide a minimum of ten (10) days notice to Healthways in the event of a change in any of the information provided in Exhibit A of this Agreement.Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice. 10. Miscellaneous. a) Compliance with Federal and State Rules and Regulations. For the Term of this Agreement, City shall comply with all applicable federal and state rules and regulations regarding services provided to Members. b) Regulatory Standards. Facility shall meet occupational health and safety requirements and regulatory standards in the state and jurisdiction in which Facility operates. c) Severability. Should any provision herein be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable in any respect,in whole or in part,the offending provisions shall not affect the enforceability of the remaining provisions of this Agreement. d) Amendment of Agreement to Comply with Law. Healthways and City acknowledge and agree that Healthways may amend this Agreement in order to comply with applicable law, by sixty(60) days' prior written notice to City, and that City may elect to withdraw its acceptance with regard to such amendment within such sixty(60)day period if such amendment would have a material adverse effect on Facility or City. CIA_FC_V2011-2 4 of 11 386619v5 MJM NE136-111