DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293
<br />3.8 Plan Interpretation. EDH will administer and adjudicate Claims in accordance with this
<br />Agreement, but will have no discretionary authority to interpret or manage the Plan. Sponsor, and not EDH,
<br />shall be responsible for determining the benefits, premium rates, underwriting criteria, acquisition of
<br />reinsurance, and other procedures applicable to its programs, including the Plan. Sponsor, in its capacity as
<br />administrator of the Plan, shall be the final arbitrator and have the final authority and responsibility regarding
<br />interpretation, application, and competent administration of its programs, including the Plan, and may
<br />delegate such authority to a Plan Administrator. Accordingly, upon reasonable request of EDH, Sponsor or
<br />such Plan Administrator will resolve all ambiguities and disputes relating to the Plan Documents, eligibility of a
<br />Participant, Plan coverage, denial of Claims, or any other Plan interpretation questions reasonably posed by
<br />EDH. If adjudication of a Claim requires interpretation of ambiguous language in the Plan Documents, and
<br />Sponsor or its Plan Administrator has not previously indicated to the EDH the proper interpretation of the
<br />language, then Sponsor or its Plan Administrator will be responsible for resolving the ambiguity or any other
<br />dispute. In any event, Sponsor's or its Plan Administrator's decision as to any Claim (whether or not it involves
<br />a Plan ambiguity or other dispute) will be final and binding.
<br />3.9 Plan Compliance. Except as set forth herein, EDH shall have no responsibility or obligation
<br />with respect to interpretation, application, or administration of the Plan. Sponsor or its Plan Administrator
<br />shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the Plan
<br />and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state
<br />and federal laws and regulations, including ERISA. Sponsor acknowledges and agrees that EDH will not be
<br />deemed to be a legal or tax advisor as a result of the performance of any of its duties under this Agreement,
<br />including but not limited to Claims processing, COBRA or HIPAA administration, or with respect to any
<br />applicable taxes, fees, or other assessments by a government authority. Except as otherwise provided herein,
<br />EDH makes no representation concerning federal, state, or local laws, rules or regulations applicable to Sponsor
<br />or the Plan. Sponsor must seek its own counsel for legal advice and guidance.
<br />3.10 Taxes. Sponsor or the Plan, as applicable, shall be responsible for the determination and
<br />reporting, and Participants shall be responsible for payment, of any applicable federal, state, and/or local tax
<br />responsibility, if any, incurred as a result of Sponsor's or the Plan's actions and/or the services provided by EDH
<br />under this Agreement.
<br />3.11 Data Transfers. Sponsor shall use reasonable and generally accepted methods of encrypting
<br />Protected Health Information transmitted by Sponsor to EDH.
<br />ARTICLE 4.
<br />SCHEDULING, PRICING, AND PAYMENT
<br />4.1 Participant Intake; Billing. Following Provider's initial review of Participant's medical records
<br />and information, and subject to a physical examination and medical assessment of Participant, as determined
<br />necessary by a Provider, a Provider will confirm to EDH whether or not, in Provider's independent medical
<br />opinion, Participant is a suitable candidate for Covered Services during an Episode of Care at a Provider's
<br />location, and Provider will advise EDH of the Diagnosis Case Code related to such Episode of Care. The Parties
<br />acknowledge and agree, subject to Section 4.11, that it shall be in the Provider's sole discretion to determine
<br />whether or not any Covered Service is a Medically Necessary Service. If applicable, a Provider will establish
<br />treatment protocols for an Episode of Care and, if needed, the Provider will modify such protocols for a
<br />Participant. EDH shall confirm with Sponsor that Participant has met any obligations related to a Plan
<br />deductible. If necessary with respect to any Episode of Care, Sponsor shall use commercially reasonable efforts
<br />to assist EDH in obtaining such information from the Plan Administrator or other vendor of the Plan. Sponsor
<br />acknowledges and agrees that any of the following shall be billed by Providers to a Participant and/or the Plan,
<br />as applicable, through the Plan Administrator: (a) certain medical consultations and certain diagnostic testing
<br />provided in advance of a medical procedure to determine whether or not such procedure is a Medically
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