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 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 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 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 ProviderContractor. Service Provider will not be entitled to an equitable adjustment or any additional compensation for any changes made to 110.123 of the Benefits Document, the Plan, statutes, or Florida Statutes and Chapter 60A-1 60P of the Florida Administrative CodeCode govern the Contract. By way of further non-exhaustive example, even 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 Contractor shall notify the Department immediately if such Changes are attributable directly the Contractor loses any licenses. and associated regulations. Contractor shall assist the State in implementing its compliance with this legislation as it relates to Services including but not limited to properly executed Privacy, Security, and Confidentiality Business Associate Agreement. Public Entity Crimes: A person or indirectly affiliate who is placed on the convicted Vendor list following a conviction for a public entity crime, as defined in subsection 287.133(1)(g), Florida Statutes, may not submit a bid or proposal on a contract to provide any goods or services to a state statutepublic entity, law may not submit a bid or other any action by Florida Legislature which is intended 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 modify the Plana public entity, the Benefits Documentmay not be awarded or perform work as a Contractor, the State Group Insurance Program. Compliance with Lawssupplier, Including HIPAA‌ Any documentsSubcontractor, reports, etc., provided to the Department by the Vendor or consultant under a contract with any portion marked “Proprietary and/or Trade Secret”public entity, the Vendor must simultaneously provide a redacted copy along and may not transact business with a non-redacted copy any public entity in excess of the documentthreshold amount provided in section 287.017, reportFlorida Statutes, etcfor Category Two for a period of thirty-six (36) months from the date of being placed on the convicted Vendor list.