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20. At no charge, ESI must be able to transfer data to Client's other vendor partners (e.g., medical plan administrator, stop loss vendor, disease management vendor, catastrophic claimant advocate, etc.), with an appropriate non -disclosure agreement in place. 21. ESI can provide the fully identified NCPDP expanded format to Client's consultant on a quarterly basis at no additional charge for use by both the InfoLock team and the Pharmacy Analytics Team. 22. InfoLock Data feeds that are in place will be honored even after termination at no cost to Client or Client's consultant. In other words, if the Agreement is not renewed following the Term, InfoLock must still receive the 4th quarter data even though it will not be available until after termination of this Agreement. AUDITS 23. Third Party Audits- Client may employ a third party auditor, at Client's sole cost and expense, to conduct audits of the terms of this Exhibit A. including, but not limited to: 24. Pharmacy Claims transactions Financial performance guarantees Client's consultant (Lockton) may perform a pre -implementation audit prior to the Effective Date. MISCELLANEOUS 25. Any costs bidding entities may incur as it relates to attending meetings, site visits or negotiations are the responsibility of Administrator. 26. Client will not be responsible for any unpaid Member co -payment or co-insurance amounts. 27. Client may not terminate this Agreement without cause and may only terminate this Agreement as expressly provided for in Article VI of the Agreement. 28. If this Agreement is terminated prior to the completion of a Contract Year, the financial guarantees associated with that partial Contract Year will still apply and be reconciled accordingly. 29. Coordination of Benefits claims accounted for in the claims data and discount guarantees by a flag indicating that a transaction utilized COB functionality within the RxCLAIM system. COB claims are excluded from pricing guarantees, but are assessed an administrative fee if applicable. RxBenefits - ESI will be able to support Client's custom/current Rx Plan Design. E. EXECUTION BY CLIENT Client hereby represents and warrants that the information contained in Section A of this Client Application is true and correct in all respects and Client hereby agrees to the specific terms, conditions and financial arrangements set out in Sections B, C and D of this Client Application. Client agrees that if any information in Section A changes, Client will give Administrator prompt notice of such changes. Furthermore, Client understands that this Client Application Exhibit A) is a part of the Administrative Services Agreement between Client and Administrator to which it is attached and incorporated into by reference and that Client is bound by all terms and conditions of such Administrative Services Agreement. All capitalized terms used in this Client Application but not specifically defined herein shall have the meanings given to such terms in the Administrative Services Agreement to which this Client Application is attached and made a part of. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 31