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r 3.3 Claims Processing. The Administrator shall provide claims processing services on behalf of the Employer for all properly submitted claims, in accordance with the benefits set forth in Exhibit "A", using funds solely supplied by the Employer, as set forth in Exhibit "B". The Administrator shall furnish each claimant with an explanation of each claim that is paid, rejected or suspended. For purposes of this Agreement, the term "claim(s)" shall be defined as the amount paid or payable by the Administrator to providers of services and/or covered group members under this Agreement and the Group Health Plan, and in conformity with any agreements the Administrator enters into with such providers of services. 3.4 Program Administration. The Administrator shall administer its established Cost Containment Program and Utilization Benefits Management Programs, as selected by the Employer and outlined in the Group Health Plan. The Administrator shall make available its Preferred Provider Organization Program(s) to covered group members and their covered dependents, as set forth in the Group Health Plan. Any agreements between providers of services and the Administrator are the sole property of the Administrator and the Administrator retains the right to the use and control thereof. 3.5 Overpayments. Whenever the Administrator becomes aware of an overpayment under the Group Health Plan, the Administrator shall make a diligent attempt to recover such overpayment. In the event any part of an overpayment is recovered, the Employer will receive a refund from the Administrator. The Administrator shall notify the Employer whenever attempted recovery is unsuccessful and the Administrator shall not be required to institute any legal proceeding to recover such overpayment. 3.6 Records and Reports. The Administrator agrees to establish, maintain and provide to the Employer, records and reports generated as a result of the administration of the Group Health Plan for the purposes of reporting claims experience and conducting audits of operations. However, the Administrator will not provide any report which contains individual group member identifiable medical information, nor will the Administrator provide any information with regard to 960904.1 5