2021-074B - Laserfiche WebLink

Home Browse Search

DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 3.3 Necessary Consents. Sponsor represents and warrants to EDH that, to the extent required by applicable law, Sponsor has obtained the requisite consent or authorization from Participants or other third parties necessary for EDH to perform its services hereunder. 3.4 Educational and Promotional Communication. Sponsor acknowledges and agrees that the objectives of each Party with respect to this Agreement can only be accomplished if the Network and Network Services are utilized by Participants. Accordingly, Sponsor shall encourage Participants to utilize the Network and Network Services. Without limiting the generality of the preceding sentence, each year of the Term, Sponsor shall: (a) approve in writing the content of and authorize EDH to distribute to all Participants an introductory mailer with Participant identification card(s); (b) approve in writing the content of and authorize EDH to distribute to all Participants four (4) print and/or web -based communications regarding the Network and Network Services, provided that the timing and strategy of such communications shall be mutually agreed by EDH and Sponsor on an annual basis; (c) provide internal education and information to Participants regarding the Network and Network Services, specifically through inclusion of information about the Network and Network Services in Sponsor's annually circulated open enrollment materials and Plan Documents provided to all eligible Employees, and EDH participation in Sponsor's benefits enrollment events; (d) incorporate EDH's Participant portal website into Sponsor's website or portal specifically for Participants; and (e) provide EDH with necessary approval and authorization to distribute educational and promotional communications materials to Participants. For the avoidance of doubt, EDH shall only be permitted to use any such Sponsor -approved educational and promotional materials as authorized by Sponsor in advance of such use. Any breach of this Section 3.4 by Sponsor shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from Section 4.4 of this Agreement, and EDH shall be fully and finally discharged and released from any such obligations. 3.5 Participant Eligibility. On a weekly basis, Sponsor (or Sponsor's designee) shall provide EDH a Participant eligibility file in the manner and in accordance with the criteria set forth in the Enrollment File Feed Requirements, attached hereto as Exhibit A. For the avoidance of doubt, breach of the preceding sentence by Sponsor shall be subject to the notice and cure requirements set forth in Section 5.2(b). Notwithstanding anything to the contrary herein, Sponsor shall maintain sole financial responsibility for any services provided to non -eligible Participants occurring as a result of Sponsor's (or its designee's): (a) untimely provision of an eligibility file to EDH; (b) failure to meet the requirements set forth in Exhibit A; or (c) inclusion of inaccurate information contained in any eligibility file. Additionally, Sponsor shall maintain sole financial responsibility for payment of any fees charged by Sponsor's vendors relating to the provision of Participant eligibility files to EDH in accordance with this Section 3.5. 3.6 Plan Incentives. Sponsor shall provide the financial incentives set forth in Exhibit B (the "Plan Incentives") to all Participants utilizing the Network for Covered Services. Any reductions to the Plan Incentives without the written consent of EDH shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from .Section 4.4 of this Agreement, and EDH shall be fully and finally discharged and released from any such obligations. 3.7 Use of Marks. Sponsor and EDH each reserve the right to the control and use of their respective names, copyrights, symbols, trademarks, and service marks (the "Marks"). No Party shall use the other Party's Marks in advertising, promotional materials, or otherwise without the prior written consent of the Party owning such Marks. Sponsor will permit Sponsor's logo to be displayed in EDH's educational and promotional materials to current or prospective clients and EDH will permit EDH's logo to be displayed in Sponsor's educational and promotional materials, provided that: (a) any use of a Party's logo shall conform to the guidelines and specifications set forth by the Party owning such logo; and (b) each Party obtains the other Party's prior written consent in each instance. Notwithstanding the foregoing, within a reasonable amount of time after the Effective Date, the Parties will cooperate in the mutual approval and distribution of a press release announcing certain terms of this Agreement.