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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 8.2 Participant Complaint Resolution. EDH will maintain a written procedure to provide timely response to and resolution of any Participant's inquiries, complaints, and grievances in connection with the Network, Network Services, Providers, or any Episode of Care. 8.3 Survival. The provisions of this Article 8 shall survive any termination or expiration of this Agreement. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Relationship'of the Parties. The sole relationship between the Parties to this Agreement is that of independent contractors. This Agreement does not create a joint venture, partnership, agency, employment, or other relationship between the Parties, and neither Party shall have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, on behalf of the other Party except as provided expressly in this Agreement. 9.2 ,Compliance with Healthcare Laws. By entering into this Agreement, the Parties specifically agree to comply with all applicable laws, rules, and regulations, including: (a) the federal Anti -kickback Statute (42 U.S.C. § 1320a-7b(b)); (b) the federal Stark Law (42 U.S.C. § 1395nn) and any analogs under applicable state law; and (c) any applicable state or federal privacy laws. Accordingly, no part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services, nor are the payments arising hereunder intended to induce illegal referrals of business. 9.3 Authoritvxo Bind. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation; (b) it has the full power and authority to execute and deliver this Agreement and to perform all of its obligations under this Agreement; (c) the provisions of this Agreement and the performance by the Party of its obligations under this Agreement are not in conflict with its organizational documents or any other agreement to which it is a party or by which it is bound; and (d) each person executing this Agreement has the full authority and capacity to bind the applicable Party. 9.4 . Negotiated Agreement. Each Party acknowledges and agrees that the terms and language of this Agreement were the result of negotiations among the Parties, and that each Party had the opportunity to seek advice from counsel of its choosing. As a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular Party. 9.5 Amendments. This Agreement shall only be amended with the mutual written consent of both Parties. 9.6 Exhibits. All exhibits and addenda to this Agreement are an integral part of this Agreement and are incorporated into this Agreement by this reference and made a part hereof for all purposes. 9.7 Entire Aitreement. This Agreement and the Exhibits and Addenda attached hereto constitute the entire understanding between the Parties. Any prior agreements, negotiations, commitments, and understandings, whether oral or written, with respect to the subject matter of this Agreement, not expressly set forth herein, are not valid or binding on either Party. 9.8 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement. -17 0 -