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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 <br />