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Client and/or its employees, officers, directors and agents from and against any and all costs,
<br />claims, losses, damages, liabilities, expenses, judgments, penalties, fines and causes of action to
<br />the extent caused by any willful or grossly negligent misconduct of any Emergicon agent, servant,
<br />contractor or employee and which relate to the Specialized Professional Services performed by
<br />Emergicon under this Agreement.
<br />C. Emergicon shall maintain errors and omissions insurance coverage in an
<br />amount not less than $4,000,000. Client will be named as an additional insured under the policy
<br />and Emergicon shall provide proof of such coverage to Client upon reasonable written request for
<br />same.
<br />d. Notwithstanding any other provision of this Agreement, Emergicon shall
<br />not be liable for any damages, including but not limited to loss in profits, or for any special,
<br />incidental, indirect, consequential or other similar damages suffered in whole, or in part, in
<br />connection with this Agreement. Any liability of Emergicon for any disputed billing performed
<br />by Emergicon on behalf of Client shall not exceed any amounts paid to Emergicon by Client under
<br />this Agreement.
<br />C. Where any provision of this Agreement obligates either party to defend,
<br />indemnify, hold harmless, and/or reimburse the other party, such agreement shall include any
<br />claims, losses, assessments or damages of any kind, and shall apply equally to that party and to its
<br />employees, owners, agents, contractors, attorneys, consultants, accountants, and servants.
<br />f. It is expressly agreed and understood by both parties that certain repayment
<br />or refund demands may be made by insurance payers that are not the result of negligence on the
<br />part of either party and therefore are not subject to indemnity as set forth in the paragraph 11.
<br />Specifically, there may be claims that are audited or reviewed and later determined not to be
<br />medically necessary, not to justify the level of care provided and/or billed, or otherwise denied or
<br />down -coded to a lower level of service. In this situations, the parties will work together to respond
<br />to and appeal such denials, and if determined that repayment is in fact due after the exhaustion of
<br />such available appeals, the parties will pay their pro -rata share of refund based on the % fee set
<br />forth in paragraph 10.a. above.
<br />12. Confidentiality. Neither Emergicon nor Client shall, during the term of this
<br />Agreement or for any extension hereof, for any reason, disclose to any third parties any proprietary
<br />information regarding the other party unless required to do so by law, regulation or subpoena.
<br />Emergicon acknowledges the Client requirements under the Public Information Act. For purposes
<br />of this Agreement, "proprietary information" shall include, but not be limited to, pricing or rate
<br />information, information pertaining to contracts with payers, insurers, facilities, ambulance
<br />providers, health care systems, or other such parties, audit requests, audit results, billing processes,
<br />client lists or other such information.
<br />13. Comilliance.
<br />a. Emergicon will conduct its activities and operations in compliance with
<br />all
<br />state and federal statutes, rules and regulations applicable to billing activities.
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