Common use of Assignment, Acquisition by Third Party Clause in Contracts

Assignment, Acquisition by Third Party. ‌ The Vendor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract. In the event of any proposed sale, transfer or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee or transferee at its sole discretion. No change in Vendor’s organization, if any, will operate to release the Vendor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ In the event Service Provider knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. Service Provider will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance Program. Compliance with Laws, Including HIPAA‌ Generally: Vendor shall comply with all laws, rules, codes, ordinances and licensing requirements that are applicable to the conduct of its business, including those of federal, State and local agencies having jurisdiction and authority. By way of non-exhaustive example, chapter 110.123, Florida Statutes, and chapter 60P, Florida Administrative Code, govern the Contract. By way of further non-exhaustive example, Vendor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor shall notify the Department immediately if the Vendor loses any licenses. Anti-Kickback Statute: Each party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida Statutes; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida Statutes; the Patient Brokering Act, set forth in section 817.505, Florida Statutes; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Business Associate, Confidentiality, HIPAA-AS and addenda to HIPAA-AS agreements (combined) as set out herein. Any documents, reports, etc., provided to the Department by the Vendor with any portion marked “Proprietary and/or Trade Secret”, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy of the document, report, etc.

Assignment, Acquisition by Third Party. ‌ The Vendor Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract. In the event of any proposed sale, transfer or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee or transferee at its sole discretion. No change in VendorContractor’s organization, if any, will operate to release the Vendor Contractor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ Restrictions In the event Service Provider Contractor knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider Contractor will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or and / or policies and procedures. Service Provider Contractor will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider Contractor to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance ProgramContractor. Compliance with Laws, Including HIPAA‌ HIPAA Generally: Vendor Contractor shall comply with all laws, rules, codes, ordinances and licensing requirements that are applicable to the conduct of its business, including those of federal, State and local agencies having jurisdiction and authority. By way of non-further non- exhaustive example, chapter 110.123, Florida Statutes, and chapter 60P, Florida Administrative Code, govern the Contract. By way of further non-exhaustive example, Vendor Contractor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor Contractor shall notify the Department immediately if the Vendor Contractor loses any licenses. Anti-Kickback Statute: Each party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. section 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida StatutesF.S.; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida StatutesF.S.; the Patient Brokering Act, set forth in section 817.505, Florida StatutesF.S.; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. F.S. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor Contractor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor Contractor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Business Associate, Confidentiality, HIPAA-AS and addenda to HIPAA-AS agreements (combined) as set out herein. Any documents, reports, etc., provided to the Department by the Vendor with any portion marked “Proprietary and/or Trade Secret”, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy of the document, report, etc.

Assignment, Acquisition by Third Party. ‌ The Vendor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract. In the event of any proposed sale, transfer or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee or transferee at its sole discretion. No change in Vendor’s organization, if any, will operate to release the Vendor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ Restrictions In the event Service Provider knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. Service Provider will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance Program. Compliance with Laws, Including HIPAA‌ HIPAA Generally: Vendor shall comply with all laws, rules, codes, ordinances and licensing requirements that are applicable to the conduct of its business, including those of federal, State and local agencies having jurisdiction and authority. By way of non-exhaustive example, chapter 110.123, Chapter 110.123 of the Florida Statutes, Statutes and chapter 60P, Chapter 60P of the Florida Administrative Code, Code govern the Contract. By way of further non-exhaustive example, Vendor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor shall notify the Department immediately if the Vendor loses any licenses. Anti-Kickback Statute: Each party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida Statutes; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida Statutes; the Patient Brokering Act, set forth in section 817.505, Florida Statutes; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Privacy, Security, and Confidentiality Business Associate, Confidentiality, HIPAA-AS and addenda to HIPAA-AS agreements (combined) as set out hereinAssociate Agreement. Any documents, reports, etc., provided to the Department by the Vendor with any portion marked “Proprietary and/or Trade Secret”, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy of the document, report, etc.

Assignment, Acquisition by Third Party. ‌ The Vendor Contractor shall not sell, assign assign, or transfer any of its rights, duties duties, or obligations under the Contract. In the event of any proposed sale, transfer transfer, or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee assignee, or transferee at its the Department’s sole discretion. No change in VendorContractor’s organization, if any, will operate to release the Vendor Contractor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ Restrictions In the event Service Provider Contractor knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created created, or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider Contractor will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. Service Provider Contractor will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider Contractor to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance ProgramContractor. Compliance with Laws, Including HIPAA‌ HIPAA Generally: Vendor Contractor shall comply with all laws, rules, codes, ordinances ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, State State, and local agencies having jurisdiction and authority. By way of non-exhaustive example, chapter 110.123, section 110.123 of the Florida Statutes, Statutes and chapter 60P, Chapter 60P of the Florida Administrative Code, Code govern the Contract. By way of further non-exhaustive example, Vendor Contractor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor Contractor shall notify the Department immediately if the Vendor Contractor loses any licenses. Anti-Kickback Statute: Each party Party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida Statutes; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida Statutes; the Patient Brokering Act, set forth in section 817.505, Florida Statutes; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor Contractor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor Contractor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor Contractor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Privacy, Security, and Confidentiality Business AssociateAssociate Agreement. Public Entity Crimes: A person or affiliate who is placed on the convicted Vendor list following a conviction for a public entity crime, Confidentialityas defined in subsection 287.133(1)(g), HIPAAFlorida Statutes, may not submit a bid or proposal on a contract to provide any goods or services to a public entity, may not submit a bid or proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids or proposals on leases of real property to a public entity, may not be awarded or perform work as a Contractor, supplier, Subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida Statutes, for Category Two for a period of thirty-AS and addenda six (36) months from the date of being placed on the convicted Vendor list. Internal Revenue Service Reporting: Contractor will make all necessary reports to HIPAA-AS agreements (combined) the Internal Equal Employment Opportunity: Contractor will not discriminate in its employment practices based on race, color, religion, age, sex, marital status, political affiliation, national origin or handicap, except as set out hereinprovided by law. Any documents, reports, etc., provided Notice to the Department by of Changes: In the Vendor with event Contractor becomes aware that any portion marked “Proprietary and/or Trade Secret”federal or state policies, operating procedures, laws, rules, or regulations applicable to this Contract have been or will be changed, created or otherwise modified so as to materially change or impact (either directly or indirectly) the Plan, this Contract, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy health industry or the responsibilities of the documentParties hereunder; Contractor will immediately notify the Department, reportindicating the specific law, etcrule, regulation, draft or pending legislation, and/or policies and procedures. The Parties may renegotiate the relevant portions of the Contract necessary to preserve compliance and the original intent of the Parties, to the extent permitted by law.

Assignment, Acquisition by Third Party. ‌ The Vendor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract. In the event of any proposed sale, transfer or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee or transferee at its sole discretion. No change in Vendor’s organization, if any, will operate to release the Vendor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ In the event Service Provider knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. Service Provider will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance Program. Compliance with Laws, Including HIPAA‌ Generally: Vendor shall comply with all laws, rules, codes, ordinances and licensing requirements that are applicable to the conduct of its business, including those of federal, State and local agencies having jurisdiction and authority. By way of non-exhaustive example, chapter section 110.123, Florida Statutes, and chapter 60P, Florida Administrative Code, govern the Contract. By way of further non-exhaustive example, Vendor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor shall notify the Department immediately if the Vendor loses any licenses. Anti-Kickback Statute: Each party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida Statutes; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida Statutes; the Patient Brokering Act, set forth in section 817.505, Florida Statutes; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Business Associate, Confidentiality, HIPAA-AS and addenda to HIPAA-AS agreements (combined) as set out herein. Additionally, for Vendor to perform the Services, Vendor is authorized to perform data aggregation and to de-identify Protected Health Information in accordance with the applicable provisions of HIPAA. Vendor shall not share, distribute, or sell any data. Any documents, reports, etc., provided to the Department by the Vendor with any portion marked “Proprietary and/or Trade Secret”, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy of the document, report, etc.

Assignment, Acquisition by Third Party. ‌ The Vendor Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract. In the event of any proposed sale, transfer or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee or transferee at its sole discretion. No change in VendorContractor’s organization, if any, will operate to release the Vendor Contractor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ In the event Service Provider Contractor knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider Contractor will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or and / or policies and procedures. Service Provider Contractor will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider Contractor to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance ProgramContractor. Compliance with Laws, Including HIPAA‌ Generally: Vendor Contractor shall comply with all laws, rules, codes, ordinances and licensing requirements that are applicable to the conduct of its business, including those of federal, State and local agencies having jurisdiction and authority. By way of non-further non- exhaustive example, chapter 110.123, Florida Statutes, and chapter 60P, Florida Administrative Code, govern the Contract. By way of further non-exhaustive example, Vendor Contractor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor Contractor shall notify the Department immediately if the Vendor Contractor loses any licenses. Anti-Kickback Statute: Each party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. section 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida StatutesF.S.; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida StatutesF.S.; the Patient Brokering Act, set forth in section 817.505, Florida StatutesF.S.; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. F.S. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor Contractor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor Contractor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Business Associate, Confidentiality, HIPAA-AS and addenda to HIPAA-AS agreements (combined) as set out herein. Any documents, reports, etc., provided to the Department by the Vendor with any portion marked “Proprietary and/or Trade Secret”, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy of the document, report, etc.

Assignment, Acquisition by Third Party. ‌ The Vendor Contractor shall not sell, assign assign, or transfer any of its rights, duties duties, or obligations under the Contract. In the event of any proposed sale, transfer transfer, or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee assignee, or transferee at its the Department’s sole discretion. No change in VendorContractor’s organization, if any, will operate to release the Vendor Contractor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ In the event Service Provider Contractor knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created created, or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider Contractor will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. Service Provider Contractor will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider Contractor to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance ProgramContractor. Compliance with Laws, Including HIPAA‌ Generally: Vendor Contractor shall comply with all laws, rules, codes, ordinances ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, State State, and local agencies having jurisdiction and authority. By way of non-exhaustive example, chapter 110.123, section 110.123 of the Florida Statutes, Statutes and chapter 60P, Chapter 60P of the Florida Administrative Code, Code govern the Contract. By way of further non-exhaustive example, Vendor Contractor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor Contractor shall notify the Department immediately if the Vendor Contractor loses any licenses. Anti-Kickback Statute: Each party Party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida Statutes; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida Statutes; the Patient Brokering Act, set forth in section 817.505, Florida Statutes; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor Contractor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor Contractor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor Contractor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Privacy, Security, and Confidentiality Business Associate, Confidentiality, HIPAA-AS and addenda to HIPAA-AS agreements (combined) as set out herein. Any documents, reports, etcAssociate Agreement., provided to the Department by the Vendor with any portion marked “Proprietary and/or Trade Secret”, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy of the document, report, etc.

Assignment, Acquisition by Third Party. ‌ The Vendor Contractor shall not sell, assign assign, or transfer any of its rights, duties duties, or obligations under the Contract. In the event of any proposed sale, transfer transfer, or assignment, the Department may agree to enter into a novation of the Contract with the proposed purchaser, assignee assignee, or transferee at its the Department’s sole discretion. No change in VendorContractor’s organization, if any, will operate to release the Vendor Contractor from its liability for the prompt and effective performance of its obligations under this Contract. Change of Statute or Regulation or Governmental Restrictions‌ In the event Service Provider Contractor knows or should have known that any federal or state policies, operating procedures, laws, rules, or regulations have been or will be changed, created created, or otherwise modified so as to materially change or impact, either directly or indirectly, the Services, the medical industry, the managed care industry, the pharmaceutical manufacturing industry, or the responsibilities of the Parties (herein referred to as “Changes”), Service Provider Contractor will promptly notify the Department, indicating the specific law, rule, regulation, draft or pending legislation, and/or policies and procedures. Service Provider Contractor will implement all requirements arising from Changes and the Parties will modify this Contract to the extent reasonably necessary to ensure that the Services will be in full compliance with such Changes. Such compliance will not entitle Service Provider Contractor to any extension of time, term, or increase in compensation, except for those Changes that materially cause an increase in the Services or the scope of work. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Service Provider. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to the Benefits Document, the Plan, statutes, or Chapter 60A-1 of the Florida Administrative Code, even if such Changes are attributable directly or indirectly to a state statute, law or other any action by Florida Legislature which is intended to modify the Plan, the Benefits Document, the State Group Insurance ProgramContractor. Compliance with Laws, Including HIPAA‌ Generally: Vendor Contractor shall comply with all laws, rules, codes, ordinances ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, State State, and local agencies having jurisdiction and authority. By way of non-exhaustive example, chapter 110.123, section 110.123 of the Florida Statutes, Statutes and chapter 60P, Chapter 60P of the Florida Administrative Code, Code govern the Contract. By way of further non-exhaustive example, Vendor Contractor shall comply with the Immigration and Nationalization Act, the Americans with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status or veteran’s status. Violation of such laws shall be grounds for Contract termination. The Vendor Contractor shall notify the Department immediately if the Vendor Contractor loses any licenses. Anti-Kickback Statute: Each party Party certifies that it will not violate the following laws with respect to the performance of its obligations under this Contract: the federal anti-kickback statute, set forth in 42 U.S.C. 1320a-7b(b); Florida’s Anti-Kickback Law, set forth in section 409.920, Florida Statutes; the federal Xxxxx law, set forth in 42 U.S.C. 1395nn; the Patient Self-Referral Act of 1992, set forth in section 456.053, Florida Statutes; the Patient Brokering Act, set forth in section 817.505, Florida Statutes; and the Florida False Claims Act, set forth in sections 68.081 – 68.092, Florida Statutes. Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA): Vendor Contractor shall comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its rules and regulations, including but not limited to the provisions governing the privacy and security of records as well as administrative simplification. Vendor Contractor shall commit to implementation and compliance by the statutory deadlines set forth in the statute and associated regulations. Vendor Contractor shall assist the State in implementing its compliance with this legislation as it relates to HMO Services including but not limited to properly executed Privacy, Security, and Confidentiality Business AssociateAssociate Agreement. Public Entity Crimes: A person or affiliate who is placed on the convicted Vendor list following a conviction for a public entity crime, Confidentialityas defined in subsection 287.133(1)(g), HIPAAFlorida Statutes, may not submit a bid or proposal on a contract to provide any goods or services to a public entity, may not submit a bid or proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids or proposals on leases of real property to a public entity, may not be awarded or perform work as a Contractor, supplier, Subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida Statutes, for Category Two for a period of thirty-AS and addenda six (36) months from the date of being placed on the convicted Vendor list. Internal Revenue Service Reporting: Contractor will make all necessary reports to HIPAA-AS agreements (combined) the Internal Equal Employment Opportunity: Contractor will not discriminate in its employment practices based on race, color, religion, age, sex, marital status, political affiliation, national origin or handicap, except as set out hereinprovided by law. Any documents, reports, etc., provided Notice to the Department by of Changes: In the Vendor with event Contractor becomes aware that any portion marked “Proprietary and/or Trade Secret”federal or state policies, operating procedures, laws, rules, or regulations applicable to this Contract have been or will be changed, created or otherwise modified so as to materially change or impact (either directly or indirectly) the Plan, this Contract, the Vendor must simultaneously provide a redacted copy along with a non-redacted copy health industry or the responsibilities of the documentParties hereunder; Contractor will immediately notify the Department, reportindicating the specific law, etcrule, regulation, draft or pending legislation, and/or policies and procedures. The Parties may renegotiate the relevant portions of the Contract necessary to preserve compliance and the original intent of the Parties, to the extent permitted by law. Contract Administrator‌ The Department will name a Contract Administrator during the term of this Contract whose responsibility will be to maintain this Contract. The Contract Administrator is: Xxxxxxx Xxxxxxxxx Departmental Purchasing Department of Management Services 4050 Esplanade Way, Suite 335.2Z Tallahassee, FL 00000-0000 Telephone: 000-000-0000 Email: xxx.xxxxxxxxxx@xxx.xxxxxxxxx.xxx The Department will provide Notice to Contractor of any changes to the Contract Administrator; provided, such changes will not be deemed Contract amendments.