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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293
<br />reason, EDH may, by written agreement with Sponsor, transfer all records to another third party administrator
<br />rather than retain them for seven (7) years. In such instance, the new third party administrator shall
<br />acknowledge, in writing, that it is responsible for retaining the records of EDH as required in this Section 6.1.
<br />Sponsor shall reimburse EDH for reasonable costs incurred in retaining or tendering such records.
<br />6.2 Audit Rights. EDH shall permit Sponsor to conduct site visits, audits, and inspect the books,
<br />records, and information of EDH relating to EDH's provision of services under this Agreement. Such access and
<br />inspection shall be provided by EDH during normal business hours and within thirty (30) days after such request
<br />is made in writing to EDH. Sponsor shall be responsible for the reasonable, actual out-of-pocket expenses of
<br />retrieving, copying, or transmitting such records. To the extent Sponsor requires the review or audit of the
<br />operations of EDH, Sponsor shall comply with the requirements of applicable laws pertaining to third party
<br />administrators. Accordingly, all information and documentation related to any visit, audit, and/or inspection
<br />of EDH by Sponsor pursuant to this Section 6.2 must remain on file with Sponsor for at least five (5) years from
<br />the date of such visit, audit, or inspection, and, upon request of any regulatory official governing EDH's
<br />licensure as a third party administrator, Sponsor shall provide such official all such information.
<br />6.3 Confidentiality.
<br />(a) Limitations on Confidentiol Informotion. Either Party may, in the course of the
<br />relationship established by this Agreement, disclose to the other Party confidential, non-public information
<br />including, without limitation, such Party's pricing, methodologies, fee schedules, volume of business, methods,
<br />systems, practices, plans, and/or other confidential or proprietary information (collectively "Confidential
<br />Information"). Confidential Information shall not be deemed to include any information which: (1) is or
<br />becomes generally known to the public not as a result of a disclosure by the receiving Party or its
<br />Representatives; (2) Is already known by the receiving Party on a non -confidential basis prior to disclosure by
<br />the disclosing Party; (3) is received by the receiving Party from a third party without restriction on disclosure
<br />and without breach of any confidentiality agreement by such third party; or (4) is independently developed by
<br />the receiving Party without reliance upon the disclosing Party's information. Each Party shall hold all
<br />Confidential Information of the other Party in strict confidence. Each Party shall use, and shall cause each of
<br />its agents, subcontractors, employees, service providers, advisors, or auditors ("Representatives") to use, all
<br />commercially reasonable means (in any case, not less than reasonable care) to safeguard the confidentiality of
<br />all Confidential Information of the other Party in the same manner that the Party safeguards its own
<br />confidential and/or proprietary information. Each Party shall not, without prior written consent of the other
<br />Party: (a) use any Confidential Information of the other Party for any purpose other than as necessary to
<br />perform such Party's obligations under this Agreement or to exercise such Party's rights hereunder; or (b)
<br />disclose any Confidential Information of the other Party to any third party other than to such Party's
<br />Representatives who: (i) have a need to know such Confidential Information to perform such Party's obligations
<br />under this Agreement or to exercise such Party's rights hereunder; (ii) who are informed of the confidential
<br />nature of the Confidential Information; and (iii) are bound by obligations of confidentiality at least as stringent
<br />as the confidentiality provisions in this Agreement. The receiving Party shall remain liable for any breach of
<br />confidentiality by such Representatives. Notwithstanding anything in this Agreement to the contrary, under
<br />no circumstances shall Sponsor disclose EDH's Confidential Information to any third party administrator,
<br />insurance company, data warehouse vendor, health benefit plan (other than the Plan), health benefit plan
<br />sponsor (other than Sponsor), health care provider, or any person or entity which provides claims settlement,
<br />case management, health benefit navigation, health care coordination, and/or physician or facility "center of
<br />excellence" planning or coordination services, without the prior written approval of EDH. If either Party
<br />receives a request or demand to disclose all or any part of the Confidential Information of the other Party under
<br />the terms of a subpoena or order issued by a court of competent jurisdiction, an agency of any State of the
<br />United States or of any other jurisdiction, or otherwise, the Party receiving such request agrees to promptly
<br />notify the other Party, to the extent legally permitted, of the existence, terms and circumstances surrounding
<br />the request so that the Party whose Confidential Information is subject to the request may, at its option, seek
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