Common use of Delegated Activities Clause in Contracts

Delegated Activities. The following shall apply with respect to any activities for which the Company is responsible under the CMS Contract, and that have been delegated to Agent under the Agreement: a. Agent shall provide or arrange for the provision of the services set forth in the Agreement. b. Agent shall comply with any existing reporting responsibilities as are set forth in the Agreement. c. Agent shall comply with all applicable Medicare laws, regulations and CMS instructions, and cooperate with the Company in its efforts to comply with the laws, regulations and other requirements of applicable regulatory authorities. Agent shall perform the services set forth in the Agreement in a manner consistent with and in compliance with the Company’s contractual obligations under the CMS Contract. d. Agent acknowledges that the Company oversees on an on-going basis, and is ultimately accountable to CMS for, any functions or responsibilities that are contained in the CMS Contract, including those that Agent has agreed to perform in accordance with the Agreement. In instances where CMS or the Company determines that Agent has not performed satisfactorily, or has failed to meet all reporting and disclosure requirements in a timely manner, the Company has the right to revoke and assume the delegated activities or reporting and disclosure requirements upon written notice to Agent, or the Company may terminate the Agreement upon 30 days advance written notice to Agent. Agent shall cooperate with the Company regarding any delegated activities or reporting and disclosure requirements which have been revoked and assumed by the Company. e. If Agent has any arrangements with affiliates, subsidiaries or any other sub-contractors (collectively, “subcontractors”), directly or through another person or entity, to perform any of the services Agent is obligated to perform under the Agreement that is the subject of this Addendum, Agent shall ensure that all such arrangements are in writing and duly executed. Agent shall also ensure that all such agreements are duly amended to incorporate the terms contained in this Addendum, and shall provide notice to the Company of such amendment. Agent shall ensure that the terms of this Addendum are included in all future and pending agreements with subcontractors that relate to the same subject matter. Agent shall ensure that any such delegation or subcontract shall be performed by the subcontractor in accordance with the Company’s contractual obligations to CMS, Agent’s contractual obligation under this Agreement, and in compliance with all applicable Medicare Laws and Regulations and the requirements of this Addendum. Agent further agrees to promptly amend the agreements with subcontractors, in the manner requested by the Company, to meet any additional CMS requirements. In the event that any sub-contractor fails or is unable (for any reason whatsoever) to perform in a satisfactory manner any services Agent is obligated to perform under the Agreement, then the Company or CMS shall have the right to suspend, revoke or terminate the arrangement with the sub-contractor effective upon the date set forth in a written notice furnished to Agent. Additionally, the Company or CMS shall have the right to institute corrective action plans or seek other remedies or curative measures respecting the unsatisfactory performance consistent with applicable Medicare Laws and Regulations. f. Agent acknowledges that (i) Agent is a “First Tier Entity” which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, with an MA Organization or PDP Plan Sponsor to provide administrative services to a Medicare eligible individual under an MA Plan or PDP Plan, and (ii) each Solicitor Agent and other contractor/vendor engaged by Agent is a “Downstream Entity” which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, below the level of the written arrangement between an MA Organization or PDP Plan Sponsor and a First Tier Entity, continuing down to the ultimate provider of administrative services. Agent agrees that Agent shall comply with all requirements imposed upon a First Tier Entity and a Downstream Entity by CMS or by Medicare Laws and Regulations. g. Agent shall: (i) upon request of the Company, provide the Company with a list of all current employees of Agent; (ii) as a First Tier Entity, provide Fraud, Waste and Abuse/Compliance and Code of Conduct training, as specified by the Company and using the Company’s training materials or other training materials that meet the Fraud, Waste and Abuse/Compliance training standards established by CMS, to all current employees of Agent and all contractors/vendors engaged by Agent regardless of whether Agent, its employees or contractors/vendors take the Company’s annual certification courses to market and sell products that year; (iii) be responsible for ensuring that Agent takes the Company’s annual Fraud, Waste, and Abuse/Compliance and Code of Conduct training, regardless of whether Agent takes the Company’s annual certification courses to market and sell products that year; (iv) conduct, at minimum, an annual review to determine if any current employees of Agent and contractors/vendors of Agent are listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs or convicted of a criminal felony, and shall immediately terminate any such employees or contractors/vendors. h. Agent represents and warrants that Agent, or its principals, have not been (i) listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs or (ii) convicted of a criminal felony. Agent agrees to notify the Company in writing immediately if, at any time during the term of the Agreement, Agent, or its principal, are (i) listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs or (ii) convicted of a criminal felony, in which case the Company may terminate the Agreement pursuant to the applicable provision in this Agreement or take such other corrective or remedial action as warranted under the circumstances.

Delegated Activities. The following shall apply with respect to any activities for which the Company is responsible under the CMS Contract, and that have been delegated to Agent under the Agreement: a. Agent shall provide or arrange for the provision of the services set forth in the Agreement. b. Agent shall comply with any existing reporting responsibilities as are set forth in the Agreement. c. Agent shall comply with all applicable Medicare laws, regulations and CMS instructions, and cooperate with the Company in its efforts to comply with the laws, regulations and other requirements of applicable regulatory authorities. Agent shall perform the services set forth in the Agreement in a manner consistent with and in compliance with the Company’s contractual obligations under the CMS Contract. d. Agent acknowledges that the Company oversees on an on-going basis, and is ultimately accountable to CMS for, any functions or responsibilities that are contained in the CMS Contract, including those that Agent has agreed to perform in accordance with the Agreement. In instances where CMS or the Company determines that Agent has not performed satisfactorily, satisfactorily or has failed to meet all reporting and disclosure requirements in a timely manner, the Company has the right to revoke and assume the delegated activities or reporting and disclosure requirements upon written notice to Agent, or the Company may terminate the Agreement upon 30 days advance written notice to Agent. Agent shall cooperate with the Company regarding any delegated activities or reporting and disclosure requirements which that have been revoked and assumed by the Company. e. If Agent has any arrangements with affiliates, subsidiaries or any other sub-sub- contractors (collectively, “subcontractors”), directly or through another person or entity, to perform any of the services Agent is obligated to perform under the Agreement that is the subject of this Addendum, Agent shall ensure that all such arrangements are in writing and duly executed. Agent shall also ensure that all such agreements are duly amended to incorporate the terms contained in this Addendum, Addendum and shall provide notice to the Company of such amendment. Agent shall ensure that the terms of this Addendum are included in all future and pending agreements with subcontractors that relate to the same subject matter. Agent shall ensure that any such delegation or subcontract shall be performed by the subcontractor in accordance with the Company’s contractual obligations to CMS, Agent’s contractual obligation under this Agreement, and in compliance with all applicable Medicare Laws and Regulations and the requirements of this Addendum. Agent further agrees to promptly amend the agreements with subcontractors, in the manner requested by the Company, to meet any additional CMS requirements. In the event that any sub-contractor fails or is unable (for any reason whatsoever) to perform in a satisfactory manner any services Agent is obligated to perform under the Agreement, then the Company or CMS shall have the right to suspend, revoke or terminate the arrangement with the sub-contractor effective upon the date set forth in a written notice furnished to Agent. Additionally, the Company or CMS shall have the right to institute corrective action plans or seek other remedies or curative measures respecting the unsatisfactory performance consistent with applicable Medicare Laws and Regulations. f. Agent acknowledges that (i) Agent is a “First Tier Entity” which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, with an MA Organization or PDP Plan Sponsor to provide administrative services to a Medicare eligible individual under an MA Plan or PDP Plan, and (ii) each Solicitor Agent and other contractor/vendor engaged by Agent is a “Downstream Entity” which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, below the level of the written arrangement between an MA Organization or PDP Plan Sponsor and a First Tier Entity, continuing down to the ultimate provider of administrative services. Agent agrees that Agent shall comply with all requirements imposed upon a First Tier Entity and a Downstream Entity by CMS or by Medicare Laws and Regulations. g. Agent shall: (i) upon request of the Company, provide the Company with a list of all current employees of Agent; (ii) as a First Tier Entity, provide Fraud, Waste and Abuse/Compliance and Code of Conduct training, as specified by the Company and using the Company’s training materials or other training materials that meet the Fraud, Waste and Abuse/Compliance training standards established by CMS, to all current employees of Agent and all contractors/vendors engaged by Agent regardless of whether Agent, its employees or contractors/vendors take the Company’s annual certification courses to market and sell products that year; (iii) be responsible for ensuring that Agent takes the Company’s annual Fraud, Waste, and Abuse/Compliance and Code of Conduct training, regardless of whether Agent takes the Company’s annual certification courses to market and sell products that year; and (iv) conduct, at minimum, an annual review to determine if any current employees of Agent and contractors/vendors of Agent are listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs or convicted of a criminal felony, and shall immediately terminate any such employees or contractors/vendors. h. Agent represents and warrants that Agent, or its principals, have not been (i) listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs or (ii) convicted of a criminal felony. Agent agrees to notify the Company in writing immediately if, at any time during the term of the Agreement, Agent, or its principal, are (i) listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs or (ii) convicted of a criminal felony, in which case the Company may terminate the Agreement pursuant to the applicable provision in this Agreement or take such other corrective or remedial action as warranted under the circumstances.

Delegated Activities. The following shall apply with respect to any activities for which the Company is responsible under the CMS Contract, and that have been delegated to Agent under the Agreement: a. (a) Agent shall provide or arrange for the provision of the services set forth in the Agreement. b. (b) Agent shall comply with any existing reporting responsibilities as are set forth in the Agreement. c. (c) Agent shall comply with all applicable Medicare laws, regulations and CMS instructions, and cooperate with the Company in its efforts to comply with the laws, regulations and other requirements of applicable regulatory authorities. Agent shall perform the services set forth in the Agreement in a manner consistent with and in compliance with the Company’s contractual obligations under the CMS Contract. d. (d) Agent acknowledges that the Company oversees on an on-going basis, and is ultimately accountable to CMS for, any functions or responsibilities that are contained in the CMS Contract, including those that Agent has agreed to perform in accordance with the Agreement. In instances where CMS or the Company determines that Agent has not performed satisfactorily, or has failed to meet all reporting and disclosure requirements in a timely manner, the Company has the right to revoke and assume the delegated activities or reporting and disclosure requirements upon written notice to Agent, or the Company may terminate the Agreement upon 30 45 days advance written notice to Agent. Agent shall cooperate with the Company regarding any delegated activities or reporting and disclosure requirements requirements, which have been revoked and assumed by the Company. e. (e) If Agent has any arrangements with affiliates, subsidiaries or any other sub-contractors (collectively, “subcontractors”), directly or through another person or entity, to perform any of the services Agent is obligated to perform under the Agreement that is the subject of this Addendum, Agent shall ensure that all such arrangements are in writing and duly executed. Agent shall also ensure that all such agreements are duly amended to incorporate the terms contained in this Addendum, and shall provide notice to the Company of such amendment. Agent shall ensure that the terms of this Addendum are included in all future and pending agreements with subcontractors that relate to the same subject matter. Agent shall ensure that any such delegation or subcontract shall be performed by the subcontractor in accordance with the Company’s contractual obligations to CMS, Agent’s contractual obligation under this Agreement, and in compliance with all applicable Medicare Laws and Regulations and the requirements of this Addendum. Agent further agrees to promptly amend the agreements with subcontractors, in the manner requested by the Company, to meet any additional CMS requirements. In the event that any sub-contractor fails or is unable (for any reason whatsoever) to perform in a satisfactory manner any services Agent is obligated to perform under the Agreement, then the Company or CMS shall have the right to suspend, revoke or terminate the arrangement with the sub-contractor effective upon the date set forth in a written notice furnished to Agent. Additionally, the Company or CMS shall have the right to institute corrective action plans or seek other remedies or curative measures respecting the unsatisfactory performance consistent with applicable Medicare Laws and Regulations. f. Agent acknowledges that (if) Agent is a “First Tier Entity” which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, with an MA Organization or PDP Plan Sponsor to provide administrative services to a Medicare eligible individual under an MA Plan or PDP Plan, and (ii) each Solicitor Agent and other contractor/vendor engaged by Agent is a “Downstream Entity” which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, below the level of the written arrangement between an MA Organization or PDP Plan Sponsor and a First Tier Entity, continuing down to the ultimate provider of administrative services. Agent agrees that Agent shall comply with all requirements imposed upon a First Tier Entity and a Downstream Entity by CMS or by Medicare Laws and Regulations. g. Agent shall: (i) upon request of the Company, provide the Company with a list of all current employees of Agent; (ii) as a First Tier Entity, provide Fraud, Waste and Abuse/Compliance and Code of Conduct training, as specified by the Company and using the Company’s training materials or other training materials that meet the Fraud, Waste and Abuse/Compliance training standards established by CMS, to all current employees of Agent and all contractors/vendors engaged by Agent regardless of whether Agent, its employees or contractors/vendors take the Company’s annual certification courses to market and sell products that year; (iii) be responsible for ensuring that Agent takes the Company’s annual Fraud, Waste, and Abuse/Compliance and Code of Conduct training, regardless of whether Agent takes the Company’s annual certification courses to market and sell products that year; (iv) conduct, at minimum, an annual review to determine if any current employees of Agent and contractors/vendors of Agent are listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs or convicted of a criminal felony, and shall immediately terminate any such employees or contractors/vendors. h. Agent represents and warrants that Agent, or its principals, have Agent has not been (i) listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs programs; or (ii) convicted of a criminal felony. Agent agrees to notify the Company in writing immediately if, at any time during the term of the Agreement, Agent, or its principal, are Agent is (i) listed as debarred, excluded, or otherwise ineligible for participation in federal health care programs programs; or (ii) convicted of a criminal felony, in which case the Company may terminate the Agreement pursuant to the applicable provision in this Agreement Agreement, or take such other corrective or remedial action as warranted under the circumstances.