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employee of Centene and such Assigned Worker enrolls
in a medical plan that constitutes minimum essential
coverage (as defined in Code Section 5000A) provided
by Vendor for the period beginning on or after January 1.
2015. Centene hereby agrees to pay an additional fee to
Vendor with respect to such Assigned Worker ("Health
Plan Enrollment Fee"). but only insofar as applicable
regulations under Section 4980H of the Code require the
imposition of such a fee in order to treat the medical plan
coverage provided by Vendor as being provided on
behalf of Centene The amount of any such Health Plan
Enrollment Fee will be determined by Centene and
Vendor at the time of any such re-characterization but
will not exceed [$0.05] per hour for all hours of work
performed by any such re-characterized Assigned Worker
(including hours of work previously performed by the
Assigned Worker and billed to Centene) during the period
of time for which (i) the Assigned Worker was or is
enrolled in Vendor's medical plan and (ii) the Assigned
Worker was or is characterized as a common law
employee of the Company If applicable the Health Plan
Enrollment Fee will appear separately on each invoice
provided by Vendor to Centene
(b) Vendor represents and warrants to Centene that
Vendor is solely responsible for any assessable payment
under Section 4980H of the Code assessed against
Vendor, even if any Assigned Worker is re-characterized
by the Internal Revenue Service Department of Labor or
a court of law as a common law employee of Centene
Vendor further represents and warrants to Centene that
should an assessable payment under Section 4980H of
the Code be assessed against Centene due to Vendor's
failure to offer any Assigned Worker Affordable Group
Health Plan Coverage as required by this agreement
upon notice from Centene Vendor shall fully indemnify
and promptly reimburse Centene for such assessable
payment
11.17 Entire Agreement This Agreement its addenda
all SOWs. Change Orders and all exhibits and addenda
thereto are incorporated herein and constitute the entire
agreement of the parties This Agreement supersedes all
prior and contemporaneous negotiations representations
promises, and agreements concerning the subject matter
herein whether written or oral
Non-Solicitation During the term of this
Agreement and for one (1) year thereafter neither party
shall without the prior written consent of the other party,
which may be withheld at such other party's sole
discretion solicit for hire any person or contractor
employed by the other party then or within the preceding
twelve (12) months For this purpose, solicitation does
not include contact resulting from indirect means such as
public advertisement placement firm searches or similar
means not directed specifically at the employee to which
the employee responds on his or her own initiative nor
shall it include contacts initiated by the employee If a
party breaches this Non-Solicitation provision the
breaching party. as its sole liability and as the exclusive
remedy to the non-breaching party, shall pay
compensation to the non-breaching party in the form of
liquidated damages equal to three (3) months of the
solicited employee's starting base compensation with the
non-breaching party
11.19 Limitation of Liability NEITHER PARTY'S TOTAL
LIABILITY RELATING TO THIS AGREEMENT SHALL
EXCEED THE GREATER OF (a) TWO TIMES THE
AMOUNT OF FEES PAYABLE UNDER THE SERVICES
AGREEMENTS DURING THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE EVENT THAT GAVE
RISE TO A PARTY'S CLAIM AND (b) TEN MILLION
DOLLARS ($10,000,000) NOR SHALL EITHER PARTY
BE LIABLE TO THE OTHER FOR ANY SPECIAL
CONSEQUENTIAL INCIDENTAL OR EXEMPLARY
DAMAGES SUCH AS LOST PROFITS OR LOST
SAVINGS The foregoing exclusions and limitations of
liability do not apply to damages caused by a party's
breach of Section 7 (Intellectual Property and
Confidentiality) Section 9 (Indemnity) gross negligence
or willful misconduct Without limiting either party's (a)
responsibility for direct damages or (b) right to claim other
direct damages, the following damages shall be
considered as direct damages and shall not be excluded
from liability under this Agreement (i) reasonable costs
incurred by Centene to correct the Services/Deliverables
or acquire substitute services as a result of any uncured
breach of this Agreement by Vendor and (ii) amounts
charged by Vendor to provide transition assistance
pursuant to Section 1.2 (Transition Assistance) for a
period of up to ninety (90) days in the event of an
uncured material breach of this Agreement by Vendor
Further, without limiting a party's right to claim (i) other
expenses are both reasonable and subject to
indemnification hereunder and/or (ii) additional amounts
for identity-Related Services (defined below) are
reasonable the parties acknowledge and agree that
expenses of not more than $200 for Identity-Related
Services per affected individual are reasonable subject
to indemnity if such expenses are incurred in response to
an Incident and not precluded by the foregoing limitation
of liability
"Identity-Related Services" means
notification letters credit monitoring services identity
theft insurance reimbursement for credit freezes fraud
resolution services identity and credit restoration
services toll free information services for affected
individuals and any similar service which corporate
entities which create or maintain Protected Health
Information make available to impacted individuals in the
event of a Breach or alleged Breach regarding such
information
The Services will be in support of one or more of the following (check all that apply):
Exchange (ACA)
Commercial
Duals
Medicare
TRICARE
Medicaid (please list states below AND attach the appropriate Medicaid/Regulatory Addendum)