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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293
<br />written documentation setting forth such policy or procedure. For the avoidance of doubt, any such policy or
<br />procedure that is in conflict with the terms of this Agreement shall require the written consent of EDH. Any
<br />written agreement between EDH and Sponsor, including this Agreement, shall be retained as part of the official
<br />records of both EDH and Sponsor for the duration of the agreement and for seven (7) years thereafter.
<br />2.10 .SOC Reports. Upon reasonable written request of Sponsor, in any event not more than
<br />once in any twelve (12) month period, EDH will provide Sponsor an executed copy, from independent auditors
<br />engaged and compensated by EDH, of a SOC 1 and SOC 2 examination in accordance with Statement on
<br />Standards for Attestation Engagements (SSAE) No. 18 or International Standard on Assurance Engagements
<br />(ISAE) No. 3402 (or any successor standards), as applicable, of EDH's controls and systems relating to the
<br />services provided hereunder (each, a "SOC Report").
<br />2.11 Insurance and Other Sureties. EDH shall purchase from and maintain with a company or
<br />companies with a rating of "A" or better by AM Best or equivalent, and lawfully authorized and licensed to do
<br />business in the jurisdiction in which Sponsor is located insurance in at least the following amounts and
<br />coverages: (a) workers' compensation insurance as required by law, and employer's liability coverage with a
<br />minimum limit of $500,000 each accident, $500,000 disease -each employee and $500,000 disease -policy limit;
<br />(b) general liability insurance with a minimum limit of $1,000,000 each occurrence and $2,000,000 annual
<br />aggregate bodily injury and property damage; (c) commercial umbrella/excess liability insurance with a
<br />minimum limit of $2,000,000 each occurrence and annual aggregate; (d) automobile liability insurance in a
<br />minimum amount of $1,000,000; (e) cyber liability insurance with a minimum limit of $5,000,000; and (f) crime
<br />coverage with a minimum limit of $1,000,000. Such insurance policies shall be maintained in full force and
<br />effect without interruption during the term. Upon reasonable request, an annual basis, EDH will provide
<br />Sponsor with evidence of such insurance coverage. EDH agrees that whenever required by applicable state or
<br />federal law, to maintain a bond, deposit, or other insurance, as appropriate, with a regulatory authority beyond
<br />what is described in the Agreement, EDH has and shall maintain such bond or deposit or other insurance in
<br />favor of such authority, to be held in trust for the benefit and protection of certain of EDH's clients and/or
<br />Participants.
<br />ARTICLE 3.
<br />ROLE AND RESPONSIBILITIES OF SPONSOR
<br />3.1 Rroiect Executive. Sponsor shall designate in writing an individual project executive having
<br />the authority to assist EDH in implementing and promoting the Network and Network Services (the "Project
<br />Executive"). The Project Executive shall be EDH's primary point of contact for Sponsor with respect to
<br />Sponsor's fulfillment of its obligations under this Agreement.
<br />3.2 Implementation. Sponsor will be responsible for: (a) providing EDH with Participant claims
<br />data, including Protected Health Information, for EDH to analyze savings and implement Sponsor -approved
<br />educational and promotional communications strategies to Participants; (b) providing EDH with Participants'
<br />eligibility and enrollment data to be used by EDH for testing and implementation purposes; (c) amending the
<br />Plan Documents to describe and incorporate the Network and Network Services as available for eligible
<br />Participants who require Covered Services and who choose to receive such Covered Services from Providers
<br />participating in the Network, (d) facilitating the coordination of the operational processes of EDH, Sponsor, the
<br />Plan, the Plan Administrator, and/or other vendor of the Plan with regard to eligibility verification, case
<br />management, and billing; (e) facilitating EDH's integration with other vendors, health services providers, plans,
<br />and/or the Plan Administrator; and (f) identifying and facilitating communication opportunities for EDH to
<br />reach Participants needing treatments or procedures available through the Network.
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