11.1 Independent Contractor. Each party, including its officers, directors, employees and agents, acts as an independent contractor. Neither party has express or implied authority to assume or create any obligation on behalf of the other. Each party solely is responsible for its own acts or omissions to act (as well as those of its officers, directors, employees and agents) arising out of or in
connection with obligations created under this Agreement. This Agreement is not meant to preclude Network from entering into substantially similar arrangements with other Dentists.
11.2 Amendment and Material Changes. This Agreement may be modified by Network by providing written notice to Dentist. Dentist shall be deemed to have accepted Network’s modifications if he/she fails to object to such modification in writing within thirty (30) days of receipt of such notice. A material change in this Agreement shall be in writing to the Provider with ninety (90) days’ notice before the effective date of the change.
11.3 State-specific Provisions State-specific provisions for your state, found in the exhibits at https://www.zelis.com/providersolutions/ provider-networks/state-federal-law-coordinating-provisions/, are an integral part of this Agreement and are deemed incorporated by reference herein and applicable to Dentist if defined as a Network Provider under applicable state law. If, at any time during the term of this Agreement, any applicable legislative, judicial or regulatory change or determination, whether federal or state, require or mandate modification of the terms and conditions of this Agreement, this Agreement shall be deemed to be automatically amended to conform to such requirements regardless of whether or not the term, condition or provision is expressly stated in this Agreement. Where the statutory requirement specifically conflicts with a current obligation, the statutory requirement shall take precedence and replace the existing obligation as to the statutory requirement only, and shall not void any other valid provision of this Agreement.
11.4 Assignment, Delegation. Neither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either Party without the prior consent of the other Party. Notwithstanding the above, Network may, upon written notice to
the Dentist, assign this Agreement to an Affiliate, wholly owned subsidiary or to a surviving entity in connection with any merger, acquisition or consolidation. Dentist understands and agrees that Network has the right to transfer, assign, disclose or otherwise allow the use of and/or access to the Fee(s) and/or the compensation payable to Dentist hereunder to its Clients.
11.5 Confidentiality. Dentist shall keep strictly confidential any and all confidential information which may be given or disclosed to Dentist by Network, or that may be learned directly or indirectly by Dentist, including, without limitation, the terms of this Agreement, Fee(s), and the names of Network’s Clients, both individually and in the aggregate. Furthermore, Network and Dentist agree that the maintenance and disclosure of all Eligible Individual dental records and other individually identifiable dental information shall be treated as confidential, so as to comply with all applicable state and federal laws and regulations regarding confidentiality of
patient records. In particular, all parties shall be in compliance with the applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended, the applicable provisions of the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), as amended, and all applicable rules and regulations promulgated thereunder.
11.6 Notice. Any notice required to be given pursuant to this Agreement shall be in writing and delivered in person, by US mail, facsimile, electronic mail, or by overnight delivery, to the signatories, or their successors if any, at the addresses set forth below.
11.7 Force Majeure. Neither party shall be liable for its failure to perform any of its obligations under this Agreement when performance is delayed or prevented by natural disaster, fire, war, terrorism, riots, strikes, governmental acts such as embargo, interruption in telephonic services, or any other cause which, by proper prudence, could not have been avoided.
11.8 Entire Agreement, Waiver. This Agreement and any Attachments and/or Amendments, together with the Provider Reference Manual, which is hereby incorporated by reference, shall constitute the entire agreement between the parties with respect Zelis Participating Dentist Agreement February 2022 to the subject matter hereof, and as of the Effective Date, shall supersede any previous agreements or understandings, written or oral, between the parties. The failure of either party to insist upon strict compliance with any provision hereof shall not constitute a waiver of such provision.
11.9 Governing Law, Invalidity, Venue. This Agreement, its terms and adjudication of all claims or controversies arising hereunder, shall be governed in all respects in accordance with the laws of the state of the party defending any action under this
Agreement, without regard to its conflicts of laws principles. The invalidity of any terms or conditions hereof shall in no way affect the validity or enforceability of any term or provision. Any dispute arising under this Agreement shall be resolved in Atlanta, Georgia.
11.10 Dispute Resolution. Network and Dentist agree to meet and confer in good faith to resolve any disputes arising under this Agreement through informal discussions between the parties. If the parties are unable to resolve the dispute through such discussions within forty-five (45) business days of the commencement of such negotiations, then all disputes arising out of or relating
to this Agreement shall be determined by binding, non- appealable arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator chosen by the parties, or, if the parties cannot agree upon a single arbitrator within thirty (30) days of a party giving notice to the other of a proposed choice for an arbitrator, then by a single arbitrator appointed by the Atlanta, Georgia AAA office, who shall be appointed immediately upon the failure of the parties to so agree. All arbitration matters shall be conducted and administered by the Atlanta, Georgia AAA office. Costs will be borne as set forth in this Agreement, except as the arbitrator may determine otherwise.
11.11 Survival. In the event this Agreement is terminated for any reason, all rights and obligations which by their terms survive termination and any other provision of this Agreement which must survive to give effect to their terms, and those rights and obligations which shall have accrued as a result of the operation of this Agreement, shall survive termination hereof.
11.12 Headings. The headings of sections and paragraphs contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
11.13 Binding Nature, Authority. The terms of this Agreement shall inure to the benefit of, and be binding upon the respective permitted successors, assigns, affiliates, heirs, executors and personal representatives of the parties. Each party represents and warrants to the other that it has all the necessary rights, power and authority to sign, bind, enter into and perform this Agreement for itself or any other person/entity on whose behalf it has signed and entered into this Agreement.
11.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument with the same effect as if the signatures to each counterpart were upon the same instrument. A facsimile copy of the signature page will be deemed to be as effective as an original signature.
IN WITNESS HEREOF, duly authorized representatives of the parties have executed this Agreement to be effective as of: