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limitations of liability set forth in Fla. Stat. § 768.28 are applicable to sponsor in any proceeding, the statutory limitations set forth therein shall apply in lieu of this Section 7.2(a). (b) Exceptions. Notwithstanding anything to the contrary contained in Section 7.2(a) above, the foregoing limitations of liability in no way limit any rights and remedies either Party may have with respect to: (i) Sponsor's obligations to pay EDH any amount due pursuant to this Agreement, including, without limitation, Sponsor's obligations to pay Claims and EDH Fees; (ii) EDH's obligation to pay the Guarantee Amount to Sponsor; (iii) breaches of Section 6.3 of this Agreement; (iv) breaches of the Business Associate Agreement between the Parties, attached hereto as Exhibit B; or (v) willful misconduct or fraud. 7.3 Survival. The provisions of this Article 7 shall survive any termination of this Agreement. ARTICLE 8. DISPUTE RESOLUTION 8.1 Dispute Resolution Procedure. (a) Negotiation. In the event any dispute arises between the Parties under or concerning this Agreement, or the breach thereof (a "Dispute"), the Parties will meet and confer in good faith and attempt to resolve the Dispute. If the Parties do not resolve the Dispute within thirty (30) days of the first meeting, then either Party may, by providing written notice, require both Parties to submit the dispute to mediation. (b) Binding Arbitration. If any such negotiation and/or mediation does not resolve the Dispute, and if any Party wishes to pursue the Dispute, the Dispute shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Rules. The award of the arbitrator(s) shall be final and binding upon the Parties, and either Party may have judgment entered upon the award by any court of competent jurisdiction. Each Party shall bear its respective arbitration expenses and each shall pay its pro -rata portion of the arbitrator's charges and expenses. Notwithstanding any rules of AAA to the contrary, the arbitrator(s) shall not be permitted to award punitive or exemplary damages. 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 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 intend to comply with all applicable laws, rules and regulations, including: (i) the federal Anti -kickback Statute (42 U.S.C. § 1320a-7b(b)); (ii) the limitation on certain physician referrals, also referred to as the Stark Law (42 U.S.C. § 1395nn); and (iii) 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 Authority to 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 -11- 62