Common use of Independence, Liability Clause in Contracts

Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The Party shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Agreement. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses to the extent arising from any act or omission of the Party; however, in no event shall the Party be responsible for the acts or omissions of the State or its Contractors nor shall it incur any liability arising out of such acts or omissions. In no event shall either party or, in the case of the Contractor, its suppliers, be liable to each other for any indirect, incidental, , special damages, damages which are unforeseeable to the parties at the time of contracting, damages which are not proximately caused by a party or economic damages, including but not limited to any lost profit, lost savings, business interruption damages or expenses, losses resulting from erasure, damage, destruction or other loss of files, data or programs or the cost of recovering such information, even if such party has been advised of the possibility of such damages or losses. Except as set forth below, the Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection with this contract, including but not limited to the performance or non-performance of services or the use or inability to use any work products, shall in no event exceed two (2) times the maximum contract amount, as the same may be amended from time- to-time but in no event to exceed thirty-five (35) million dollars. The Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection the breach of Contractor’s Confidentiality obligations hereunder shall in no event exceed four (4) times the maximum contract amount, as the same may be amended from time-to-time. THESE LIMITATIONS SHALL NOT APPLY TO STATE CLAIMS ARISING OUT OF (A) PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL PROPERTY; (B) CONTRACTOR’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT; OR (C) A CLAIM THAT CONTRACTOR HAS INFRINGED UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL CONTRACTOR’S LIABILITY BE LIMITED FOR THIRD PARTY CLAIMS AGAINST THE CONTRACTOR WHICH MAY ARISE OUT OF CONTRACTOR’S ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT. State of Vermont – Attachment D Revised AHS – 12-08-09

Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all third-party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The Party shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Agreement. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses to the extent arising from any act or omission of the Party; however, in no event shall the Party be responsible for the acts or omissions of the State or its Contractors nor shall it incur any liability arising out of such acts or omissions. In no event shall either party or, in the case of the Contractor, or its suppliers, be liable to each other for any indirect, incidental, consequential, special damages, damages which are unforeseeable to the parties at the time of contracting, damages which are not proximately caused by a party or economic punitive damages, including but not limited to any lost profit, lost savings, business interruption damages or expenses, the cost of substitute work products or services, losses resulting from erasure, damage, destruction or other loss of files, data or programs or the cost of recovering such information, even if such party has been advised of the possibility of such damages or losses. Except as set forth below, the The Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection with this contract, including but not limited to the performance or non-performance of services or the use or inability to use any work products, shall in no event exceed two (2) times the maximum annual contract amount, as the same may be amended from time- to-time but in no event to exceed thirty-five (35) million dollarsvalue. The Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection mutually agree that the breach of Contractor’s Confidentiality obligations hereunder shall in no event exceed four (4) times the maximum annual contract amount, as the same may be amended from time-to-time. THESE LIMITATIONS SHALL NOT APPLY TO STATE CLAIMS ARISING OUT OF (A) PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL PROPERTY; (B) CONTRACTOR’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT; OR (C) A CLAIM THAT CONTRACTOR HAS INFRINGED UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL CONTRACTOR’S LIABILITY BE LIMITED FOR THIRD PARTY CLAIMS AGAINST THE CONTRACTOR WHICH MAY ARISE OUT OF CONTRACTOR’S ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT. State of Vermont – Attachment D Revised AHS – 12-08-09value is $884,000.

Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The Party shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Agreement. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses to the extent arising from any act or omission of the Party; however, in no event shall the Party be responsible for the acts or omissions of the State or its Contractors nor shall it incur any liability arising out of such acts or omissions. In no event shall either party or, in the case of the Contractor, its suppliers, be liable to each other for any indirect, incidental, , special damages, damages which are unforeseeable to the parties at the time of contracting, damages which are not proximately caused by a party or economic damages, including but not limited to any lost profit, lost savings, business interruption damages or expenses, losses resulting from erasure, damage, destruction or other loss of files, data or programs or the cost of recovering such information, even if such party has been advised of the possibility of such damages or losses. Except as set forth below, the Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection with this contract, including but not limited to the performance or non-non- performance of services or the use or inability to use any work products, shall in no event exceed two (2) times the maximum contract amount, as the same may be amended from time- time-to-time but in no event to exceed thirty-thirty- five (35) million dollars. The Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection the breach of Contractor’s Confidentiality obligations hereunder shall in no event exceed four (4) times the maximum contract amount, as the same may be amended from time-to-time. THESE LIMITATIONS SHALL NOT APPLY TO STATE CLAIMS ARISING OUT OF (A) PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL PROPERTY; (B) CONTRACTOR’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT; OR (C) A CLAIM THAT CONTRACTOR HAS INFRINGED UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL CONTRACTOR’S LIABILITY BE LIMITED FOR THIRD PARTY CLAIMS AGAINST THE CONTRACTOR WHICH MAY ARISE OUT OF CONTRACTOR’S ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT. State of Vermont – Attachment D Revised AHS – 12-08-09.

Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The Party shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Agreement. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses to the extent arising from any act or omission of the Party; however, in no event shall the Party be responsible for the acts or omissions of the State or its Contractors nor shall it incur any liability arising out of such acts or omissions. In no event shall either party or, in the case of the Contractor, its suppliers, be liable to each other for any indirect, incidental, , special damages, damages which are unforeseeable to the parties at the time of contracting, damages which are not proximately caused by a party or economic damages, including but not limited to any lost profit, lost savings, business interruption damages or expenses, losses resulting from erasure, damage, destruction or other loss of files, data or programs or the cost of recovering such information, even if such party has been advised of the possibility of such damages or losses. Except as set forth below, the Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection with this contract, including but not limited to the performance or non-performance of services or the use or inability to use any work products, shall in no event exceed two (2) times the maximum contract amount, as the same may be amended from time- to-time but in no event to exceed thirtyThirty-five Five Million and No/100 Dollars (35) million dollars$35,000,000.00). The Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection the breach of Contractor’s Confidentiality obligations hereunder shall in no event exceed four (4) times the maximum contract amount, as the same may be amended from time-to-time. THESE LIMITATIONS SHALL NOT APPLY TO STATE CLAIMS ARISING OUT OF (A) PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL PROPERTY; (B) CONTRACTOR’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT; OR (C) A CLAIM THAT CONTRACTOR HAS INFRINGED UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL CONTRACTOR’S LIABILITY BE LIMITED FOR THIRD PARTY CLAIMS AGAINST THE CONTRACTOR WHICH MAY ARISE OUT OF CONTRACTOR’S ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT. CONTRACT.‌ Approval: Assistant Attorney General: Date: State of Vermont – Attachment D Revised AHS – 12-08-0909 ATTACHMENT E (RESTATED) BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is entered into by and between the State of Vermont Agency of Human Services, operating by and through its Department of Vermont Health Access (“Covered Entity”) and Maximus Health Services, Inc. (“Business Associate”) as of July 1, 2016 (“Effective Date”). This Agreement supplements and is made a part of the contract/grant to which it is attached. Covered Entity and Business Associate enter into this Agreement to comply with standards promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including the Standards for the Privacy of Individually Identifiable Health Information, at 45 CFR Parts 160 and 164 (“Privacy Rule”), and the Security Standards, at 45 CFR Parts 160 and 164 (“Security Rule”), as amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act (HITECH), and any associated federal rules and regulations. The parties agree as follows:

Independence, Liability. The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The Party shall notify its insurance company and the State within 10 days of receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or omissions in the performance of this Agreement. After a final judgment or settlement the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses to the extent arising from any act or omission of the Party; however, in no event shall the Party be responsible for the acts or omissions of the State or its Contractors nor shall it incur any liability arising out of such acts or omissions. In no event shall either party or, in the case of the Contractor, its suppliers, be liable to each other for any indirect, incidental, , special damages, damages which are unforeseeable to the parties at the time of contracting, damages which are not proximately caused by a party or economic damages, including but not limited to any lost profit, lost savings, business interruption damages or expenses, losses resulting from erasure, damage, destruction or other loss of files, data or programs or the cost of recovering such information, even if such party has been advised of the possibility of such damages or losses. Except as set forth below, the Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection with this contract, including but not limited to the performance or non-performance of services or the use or inability to use any work products, shall in no event exceed two (2) times the maximum contract amount, as the same may be amended from time- time-to-time but in no event to exceed thirty-five (35) million dollars. The Contractor and its suppliers’ liability to the State for any claims, losses or damages arising out of or in connection the breach of Contractor’s Confidentiality obligations hereunder shall in no event exceed four (4) times the maximum contract amount, as the same may be amended from time-to-time. THESE LIMITATIONS SHALL NOT APPLY TO STATE CLAIMS ARISING OUT OF (A) PERSONAL INJURY OR DAMAGE TO REAL OR PERSONAL PROPERTY; (B) CONTRACTOR’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT; OR (C) A CLAIM THAT CONTRACTOR HAS INFRINGED UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL CONTRACTOR’S LIABILITY BE LIMITED FOR THIRD PARTY CLAIMS AGAINST THE CONTRACTOR WHICH MAY ARISE OUT OF CONTRACTOR’S ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT. State of Vermont – Attachment D Revised AHS – 12-08-0909 Attachment E BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is entered into by and between the State of Vermont Agency of Human Services operating by and through its Office of Vermont Heath Access (“Covered Entity”) and Maximus Health Services (“Business Associate”) as of January 29, 2014 (“Effective Date”). This Agreement supplements and is made a part of the Contract to which it is an attachment. Covered Entity and Business Associate enter into this Agreement to comply with standards promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including the Standards for the Privacy of Individually Identifiable Health Information, at 45 CFR Parts 160 and 164 (“Privacy Rule”), and the Security Standards, at 45 CFR Parts 160 and 164 (“Security Rule”), as amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act (HITECH), and any associated federal rules and regulations. The parties agree as follows: