Wisconsin In-Network Transportation Provider Checklist

OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVEEVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.XVIII. SEVERABILITYIf any portion of this Agreement is adjudicated to be invalid or unenforceable inthe governing jurisdiction, the remainder shall remain in full force and effect and shall beenforceable against LogistiCare and Provider, and the invalid or unenforceable portionshall be reformed, if possible, to be as close to the invalid or unenforceable portion asenables said reformed portion to be valid and enforceable, and said reformed portion shallreflect a most favorable interpretation of the invalid or unenforceable portion, both inletter and inferences to the advantage of LogistiCare.XIX. NO WAIVERNo waiver of any right under this Agreement will be deemed effective unlesscontained in writing signed by a duly authorized representative of the party against whomthe waiver is to be asserted, and no waiver of any past or present right arising from anybreach or failure to perform will be deemed to be a waiver of any future rights arising outof this Agreement.XX.ENTIRE AGREEMENTThis Agreement constitutes the entire agreement between the Parties with respectto its subject matter, and supersedes all prior agreements, proposals, negotiations,representations or communications relating to the subject matter. No oral statements orprior written material not specifically incorporated herein shall be of any force or effect,and no changes in or additions to this Agreement shall be recognized unless incorporatedherein by amendment as agreed in writing by the Parties, such amendment to becomeeffective on the date stipulated in such amendment, unless unilateral amendment ispermitted pursuant to Section XXII (C).XXI. INDEMNIFICATION(A) Provider hereby agrees to indemnify, defend and hold LogistiCare, itsaffiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents,contractors, licensors, and representatives harmless from and against any and all claims,loss, damage, tax, liability and/or expenses (including attorneys’fees) arising out of, oralleged to arise out of or be in connection with Provider’s use of the services under thisAgreement or violation of the terms of this Agreement).(B) Provider further agrees to indemnify and hold Logisticare, its affiliates,subsidiaries, parents, shareholders, directors, officers, employees, agents, contractors,licensors, and representatives harmless from any claim or demand, including reasonableattorneys’ fees, made by any third party due to, arising out of, or alleged to arise out ofUsers’ use of the Software or Services, Users’ violation of the terms and conditions inPage 73