Common use of Contractor as Real Party in Interest Clause in Contracts

Contractor as Real Party in Interest. In the event a lawsuit is filed against Contractor, which raises a recognized cause of action or claim for relief based on Contractor’s own policies or procedures to the administration of the Plan, Contractor shall, at its expense, defend such lawsuit. Contractor shall support the Department in any motion filed to drop the Department from any lawsuit where the damages sought by the filing litigant allegedly arise out of the policies and procedures of Contractor that do not concern eligibility, enrollment, or coverage that is the legal administrative responsibility of the Department. Cooperation in the Defense of Administrative and/or Legal Actions The Parties shall, upon request, cooperate fully with each other concerning any administrative or legal proceeding brought or initiated against them individually or jointly by Plan Enrollees or other persons relating to the administration of the Plan or Contract. In this regard, the Parties shall use their best efforts to keep each other apprised of any significant developments relating to such litigation or proceedings and the status of such legal matters as may be requested by their respective attorneys. In all administrative or legal proceedings, Contractor shall make available all files and documents requested by Department and Contractor attorneys, investigate the facts related to allegations raised in the proceedings, and make available, as required by the Department, and at no additional cost, witnesses for depositions, administrative hearings, and/or trial in any such proceedings. Administrative Proceedings The Department, as an agency of the State, shall be responsible, in accordance with State law, for handling and defending any administrative actions or proceedings brought by Members in accordance with sections 120.569, 120.57 or 120.574, Florida Statutes. Upon request, Contractor shall promptly provide the Department with all records, including but not limited to, materials, available data, schedules, guidelines, audit trail, protocols, or other materials that are necessary for the preparation of the defense in such proceedings. Support and Communication with Contractor’s Legal Affairs Department Contractor shall, upon request of the Department, assist attorneys representing the Department by providing information and support in administrative and legal proceedings being contested by Members. Contractor shall advise the Department in writing within thirty (30) Calendar Days after the Effective Date of the Contract of the representative who will assist the Department's attorneys.

Contractor as Real Party in Interest. In the event a lawsuit is filed against Contractor, Contractor which raises a recognized cause of action or claim for relief based on Contractor’s own policies or procedures to the administration of the PlanProgram, Contractor shall, at its expense, defend such lawsuitlawsuit provided. Contractor shall support the Department in any motion filed to drop the Department from any lawsuit where the damages sought by the filing litigant allegedly arise out of the policies and procedures of Contractor that do not concern eligibility, enrollment, or coverage that is the legal administrative responsibility of the Department. Cooperation in the Defense of Administrative and/or and / or Legal Actions The Parties shall, upon request, cooperate fully with each other concerning any administrative or legal proceeding brought or initiated against them individually or jointly by Plan Enrollees or other persons relating to the administration of the Plan Program or Contract. In this regard, the Parties shall use their best efforts to keep each other apprised of any significant developments relating to such litigation or proceedings and the status of such legal matters as may be requested by their respective attorneys. In all administrative or legal proceedings, Contractor shall make available all files and documents requested by Department and Contractor attorneys, investigate the facts related to allegations raised in the proceedings, and make available, available as required by the Department, and at no additional cost, witnesses for depositions, administrative hearings, and/or hearings and / or trial in any such proceedings. Administrative Proceedings The Department, as an agency of the State, shall be responsible, in accordance with State law, for handling and defending any administrative actions or proceedings brought by Members Participants in accordance with sections 120.569, 120.57 or 120.574, Florida Statutes. F.S. Upon request, Contractor shall promptly provide the Department with all records, including but not limited to, materials, available data, schedules, guidelines, audit trail, protocols, protocols or other materials that are necessary for the preparation of the defense in such proceedings. Support and Communication with Contractor’s Legal Affairs Department Contractor shall, upon request of the Department, assist attorneys representing the Department by providing information and support in administrative and legal proceedings being contested by MembersParticipants. Contractor shall advise the Department in writing within thirty (30) Calendar Days after the Effective Date execution of the Contract of the representative who will assist the Department's attorneys. This subsection shall survive termination of this contract. Independent Contractor Status Contractor, together with its agents, Subcontractors, officers and employees, shall have and always retain under the Contract the legal status of an independent Contractor, and in no manner shall they be deemed employees of the State or deemed to be entitled to any benefits associated with such employment. Contractor remains responsible for all applicable federal, State, and local taxes and all FICA contributions. Inspection at Contractor Site The Department reserves the right to inspect, at any reasonable time with prior Notice, the equipment or other facilities of a Contractor or Subcontractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. Intellectual Property Any ideas, concepts, know-how, data processing techniques, software, documentation, diagrams, schematics or blueprints developed exclusively by Contractor’s personnel in connection with this Contract will be the exclusive property of the Department as part of delivering the required Services. Any joint or future software development effort will be subject to a separate agreement signed by Department and Contractor, wherein all ownership and license rights to such developed product shall be specified in detail. In the absence of such agreement, each Party shall maintain sole ownership of its own protectable proprietary materials, which are developed or owned solely by Department or Contractor, respectively.

Contractor as Real Party in Interest. In the event a lawsuit is filed against Contractor, Contractor which raises a recognized cause of action or claim for relief based on Contractor’s own policies or procedures to the administration of the PlanProgram, Contractor shall, at its expense, defend such lawsuitlawsuit provided. Contractor shall support the Department in any motion filed to drop the Department from any lawsuit where the damages sought by the filing litigant allegedly arise out of the policies and procedures of Contractor that do not concern eligibility, enrollment, or coverage that is the legal administrative responsibility of the Department. Cooperation in the Defense of Administrative and/or and / or Legal Actions The Parties shall, upon request, cooperate fully with each other concerning any administrative or legal proceeding brought or initiated against them individually or jointly by Plan Enrollees or other persons relating to the administration of the Plan Program or Contract. In this regard, the Parties shall use their best efforts to keep each other apprised of any significant developments relating to such litigation or proceedings and the status of such legal matters as may be requested by their respective attorneys. In all administrative or legal proceedings, Contractor shall make available all files and documents requested by Department and Contractor attorneys, investigate the facts related to allegations raised in the proceedings, and make available, available as required by the Department, and at no additional cost, witnesses for depositions, administrative hearings, and/or hearings and / or trial in any such proceedings. Administrative Proceedings The Department, as an agency of the State, shall be responsible, in accordance with State law, for handling and defending any administrative actions or proceedings brought by Members Participants in accordance with sections 120.569, 120.57 or 120.574, Florida Statutes. F.S. Upon request, Contractor shall promptly provide the Department with all records, including but not limited to, materials, available data, schedules, guidelines, audit trail, protocols, protocols or other materials that are necessary for the preparation of the defense in such proceedings. Support and Communication with Contractor’s Legal Affairs Department Contractor shall, upon request of the Department, assist attorneys representing the Department by providing information and support in administrative and legal proceedings being contested by MembersParticipants. Contractor shall advise the Department in writing within thirty (30) Calendar Days after the Effective Date execution of the Contract of the representative who will assist the Department's attorneys. This subsection shall survive termination of this contract. Independent Contractor Status‌ Contractor, together with its agents, Subcontractors, officers and employees, shall have and always retain under the Contract the legal status of an independent Contractor, and in no manner shall they be deemed employees of the State or deemed to be entitled to any benefits associated with such employment. Contractor remains responsible for all applicable federal, State, and local taxes and all FICA contributions. Inspection at Contractor Site‌ The Department reserves the right to inspect, at any reasonable time with prior Notice, the equipment or other facilities of a Contractor or Subcontractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective contract performance. Intellectual Property‌ Any ideas, concepts, know-how, data processing techniques, software, documentation, diagrams, schematics or blueprints developed exclusively by Contractor’s personnel in connection with this Contract will be the exclusive property of the Department as part of delivering the required Services. Any joint or future software development effort will be subject to a separate agreement signed by Department and Contractor, wherein all ownership and license rights to such developed product shall be specified in detail. In the absence of such agreement, each Party shall maintain sole ownership of its own protectable proprietary materials, which are developed or owned solely by Department or Contractor, respectively. Lobbying and Integrity‌ Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly offer, confer or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee’s decision, opinion, recommendation, vote, other exercise of discretion or violation of a known legal duty, or offer, give, or agree to give to anyone any Gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of this provision, “Gratuity” means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment or contracts of any kind. Upon request of the Department’s inspector general, or other authorized State official, Contractor shall provide any type of information the inspector general deems relevant to Contractor’s integrity or responsibility. Such information may include, but shall not be limited to, Contractor’s business or financial records, documents or files of any type or form that refer to or relate to the Contract. Contractor shall retain such records for the longer of three (3) years after the expiration of the Contract or the period required by the general records schedules maintained by the Florida Department of State. Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the inspector general or other authorized State official for investigations of Contractor’s compliance with the terms of this or any other agreement between Contractor and the State which results in the suspension or debarment of Contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. Contractor shall not be responsible to the Department for any costs of investigations that do not result in Contractor’s suspension or debarment. Loss of Data‌ In the event of loss of any State of Florida Data or record where such loss is due to the negligence of Contractor or any of its Subcontractors or agents, Contractor shall be fully responsible for recreating such lost State of Florida Data in the manner and on the schedule set by the Department, in addition to any other damages the Department may be entitled to by law or this Contract. Contractor shall bear the full cost for recreating any lost Data and will not be entitled to any compensation by the Department for those costs. This Section shall survive termination of this Contract.