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information; (d)pricing with respect to any and all of Paladina's Services or products or proposed <br /> Services or products; and(e) any information that may be made known to the other and which the <br /> other has received that each Party shall be obligated to treat as confidential or proprietary,whether <br /> or not marked as confidential. <br /> 1.5 "Eligibility File" means a census file to determine eligibility to receive Paladina <br /> Services. <br /> 1.6 "Good Cause" means personal misconduct; a breach of this Agreement by the <br /> Physician or Provider that has not been cured; the loss of license to practice medicine by the <br /> Physician or loss of license/certification by a Provider; or the conviction of the Physician or <br /> Provider of any crime punishable as a felony involving immoral conduct. <br /> 1.7 "Medical Team" means the one (1) full-time physician and two (2) full-time <br /> medical assistant contracted to staff the Paladina Clinic, and future additions to the staff of the <br /> local Paladina Clinic that may subsequently be hired if the number of participating employees is <br /> increased. Paladina shall be responsible for the selecting and retaining of the physicians and non- <br /> physician practitioners. <br /> 1.8 "Members"means the following individuals who shall have access to the Paladina <br /> Clinic as provided in Section 2.2 of this Agreement: Client's health plan members and others <br /> covered under Client's health plan,as further described in Exhibit B. Eligible Members shall not <br /> include children less than 3 years of age, or any persons who have elected a state or federal <br /> healthcare program (e.g., Medicare, Medicaid) as primary coverage, but may include Medicare <br /> Secondary Payor Beneficiaries. Members shall not include any employee after being specifically <br /> removed by the Client in written notice to Activate, and whose information is not included on an <br /> Eligibility File. <br /> 1.9 "Physician" means a duly licensed physician, when one is part of the Medical <br /> Team, who is contracted to furnish the professional medical services and/or provide collaborative <br /> or supervisory services which are a component of Paladina Services to Members. <br /> 1.10 "Provider" means a duly licensed nurse practitioner or physician assistant who is <br /> contracted to furnish certain services that are a component of Paladina Services to Members. <br /> 1.11 "Staffmg Date"The date on which Paladina engages Medical Team members prior <br /> to clinic opening. <br /> 1.12 "Start-Up Costs" means the total cost associated with the set-up activities and <br /> assets. <br /> 2. Retention. <br /> 2.1 Engagement of Paladina. During the term of this Agreement, Client hereby retains <br /> Paladina as Client's exclusive provider of membership-based clinic, primary care and wellness <br /> services, and Paladina agrees to make available such services and to provide administrative <br /> services. Pursuant to this Agreement, Client and Paladina agree to establish an on-site Paladina <br /> Clinic for Client Members. <br /> 2 <br />