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b. Client shall conduct its activities, operations and documentation in <br />compliance with all applicable state and federal statutes, rules and regulations. Client expressly <br />represents and warrants that it is under no legal impediment to billing or receiving reimbursement <br />for its services, and that all of Client's personnel are appropriately licensed and/or certified to <br />furnish the services provided by Client. Client agrees to reimburse Emergicon, to the extent <br />allowed by law, for any and all claims, damages and losses caused by Client sending accounts to <br />Emergicon which are ineligible for billing and/or reimbursement for any reason. <br />C. Each parry is responsible for monitoring and ensuring its own compliance <br />with all applicable state and federal laws and regulations pertaining to billing and reimbursement <br />for its services. However, either party which becomes aware of a violation of any such state or <br />federal laws or regulations or of a questionable claim or claim practice agrees to notify the other <br />party within fifteen (15) days so the other party may appropriately address the matter. <br />d. The parties represent that they are not the subject of any actions or <br />investigations pertaining to its participation in or standing with any state or federal health care <br />program, are not subject to exclusion from any state and/or federal health care program, and that <br />no persons providing services for which reimbursement is sought were at the time such services <br />were rendered excluded from any state or Federal health care program. <br />e. The parties recognize that this Agreement is at all times subject to <br />applicable state, local, and federal laws and shall be construed accordingly. The parties further <br />recognize that this Agreement may become subject to or be affected by amendments in such laws <br />and regulations or to new legislation or regulations. Any provisions of law that invalidate, or are <br />otherwise inconsistent with, the material terms and conditions of this Agreement, or that would <br />cause one or both of the parties hereto to be in violation of law, shall be deemed to have superseded <br />the terms of this Agreement and, in such event, the parties agree to utilize their best efforts to <br />modify the terms and conditions of this Agreement to be consistent with the requirements of such <br />law(s) in order to effectuate the purposes and intent of this Agreement. In the event that any such <br />laws or regulations affecting this Agreement are enacted, amended or promulgated, either party <br />may propose to the other a written amendment to this Agreement to be consistent with the <br />provisions of such laws or regulations. In the event that the parties do not agree on such written <br />amendments within thirty (30) days of receipt of the proposed written amendments, then either <br />party may terminate this Agreement without further notice, unless this Agreement would expire <br />earlier by its terms. <br />15. Non -En �a dement of Individuals on the OIG Exclusion List. The parties further <br />warrant that each will take all reasonable steps as set forth by the Office of Inspector General, <br />United States Department of Health and Human Service, to ensure that it does not employ or <br />otherwise engage individuals who have been excluded from participation in federal health care <br />programs. The parties agree to periodically check the OIG exclusion website to ensure that <br />employees, volunteers and all others providing services for each respective organization are not <br />excluded. The website is: htt)://exclusions.oi 4.hhs. roov. <br />16. Indeendent Contractor Relationship. Emergicon and Client stand in an <br />independent contractor relationship to one another and shall not be considered as joint ventures or <br />13 <br />