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sole and exclusive remedy of Client and any Member against Administrator, its Representatives or any third party (including PBM) resulting from any such erroneous, mistaken or incorrect Prescription Drug Claims payments made by or to Administrator, and Client further covenants and agrees to hold harmless and indemnify Administrator and its Representatives for any Losses beyond such refunds claimed by any party from Administrator. The Parties acknowledge that Administrator may seek to recover any overpayments from the Members, the providers of service or any other party unjustly enriched as a result of such overpayments at any time after notice or awareness of any such error. G. Without limiting the generality or scope of any other provision of this Agreement, Administrator shall not be held responsible or liable for any performance standard or obligation required of it hereunder if Client (or Client's designee(s)) or any Member fails to provide Administrator with accurate, timely and complete information as necessary and/or required to meet any such performance standard or obligation under this Agreement or otherwise. ARTICLE IV — FINANCIAL ARRANGEMENT A. Administrator will invoice Client every two (2) weeks for the applicable Fees payable for the previous two (2) weeks. Administrator will invoice Client for the Administration Fees, as applicable and regardless of the amount of Prescription Drug Claims activity, if any. All invoices will be due and payable 7 days from receipt by Client and shall in no event be received by Administrator later than the due date stated in the invoice. Refer to Article V, below, for rules applicable to late payment of invoices. Client shall not (and acknowledges that it shall not) have any right to offset any disputed amounts or amounts due and/or payable or purported to be due and/or payable from Administrator and/or PBM from any payments of Client except as specifically approved in writing by Administrator. B. Administrator may charge Client administration fees (a) per Member -employee per calendar month payable on a monthly basis, and/or (b) per Prescription Drug Claim made by Members payable on a bi-monthly basis (collectively, the "Transaction Fees"). The Transaction Fees to be paid by Client to Administrator under this Agreement are as specified in the Client Application. C. Client acknowledges and understands that PBM, through its contractual arrangement with Administrator, guarantees certain Rebates as set forth in the Client Application. The Parties further acknowledge and understand that no Rebates or similar discounts or payments will be paid to the Parties with respect to any Prescription Drug Claims reimbursed on a unit basis by Medicaid agencies or other federal or state healthcare programs. Client acknowledges that Administrator may receive Rebates from PBM associated with certain Prescription Drug Claims of Members under Client's Plan. D. Client acknowledges and is aware that Administrator, pursuant to its contractual agreement with PBM, is paid by PBM an- administrative services credit payment per mail and retail Prescription Drug Claim administered by Administrator on behalf of each Member in the Plan (the "PBM Service Credit"). It shall be Administrator's sole responsibility to obtain and collect such PBM Service Credit directly from PBM and Client shall have no responsibility (payment or otherwise) with respect to such credit due to Administrator. Administrator will also receive from PBM and thereafter promptly remit to Client a one-time $5.00 per Member implementation and marketing credit payment designed to reimburse Client for the expenses and out-of-pocket costs incurred by Client to transition Client (and its Members) to PBM's benefit offerings (the "Implementation Credit"). The Parties acknowledge and agree that (1) Administrator shall be responsible for any and all transition and implementation costs it incurs with respect to the marketing and transition of Client (and its Members) to benefit offerings administered by Administrator for Client, and (2) Client shall be responsible for any and all transition and implementation costs it incurs (exclusive of any Implementation Credit received by it as described above) with respect to the transition and implementation of such benefit offerings. To the extent applicable to the parties, it is the parties' intention that, for purposes of the Federal Anti -Kickback Statute and any required government reporting, the PBM Service Credit and Implementation Credit shall constitute and shall be treated by Administrator and Client as a discount against the price of drugs within the meaning of 42 U.S.C. § 1320a-7b(b)(3)(A). By executing this Agreement, each of Administrator and Client hereby agrees that the PBM Service Credit and any Implementation Credit shall be so treated and reported, as and to the extent applicable to each such party. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HE, IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 8