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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 Necessary Service; (b) Convenience Items; and (c) any medical procedure or medical care that is not a Medically Necessary Service. 4.2 Particibant Scheduling. Upon acceptance of a Participant by a Provider, EDH will verify the Participant's eligibility under the Plan to receive Covered Services. EDN will also coordinate and schedule Covered Services to be provided in connection with the anticipated Episode of Care among the Participant, the Provider(s) and, if applicable, any vendors of Travel Services, consistent with the Plan requirements mutually agreed by the Parties in writing. 4.3 Pricing. (a) Claims. Sponsor shall pay EDH the aggregate sum of all claims, fees, costs, expenses or other charges relating to an Episode of Care or potential Episode of Care (including, without limitation, emergency or urgent Medically Necessary Services rendered during but unrelated to an Episode of Care as described in Section 4.7) which are submitted to EDH by Providers, vendors of Travel Services, consistent with the Plan requirements mutually agreed by the Parties in writing, or any other provider of goods or services related to an Episode of Care or potential Episode of Care (each such claim, fee, cost, expense, or charge, a "Claim" and collectively, "Claims"), with the exception of those Claims subject to good faith dispute by Sponsor. Any Claim related to Medically Necessary Services rendered by a Provider shall be charged by EDH and paid by Sponsor according to the bundled rates or other pricing terms independently agreed to by EDH and the Provider. EDH shall invoice, and Sponsor shall pay, Claims in accordance with Section 4.5. (b) EDH Fees. In addition to payment for Claims, each month, Sponsor shall pay to EDH a fee equal to Four Dollars ($4.00) per eligible Employee of Sponsor (the "Network Use fee"). During the first year of the Term, Sponsor shall receive a discount on the Network Use Fee. Accordingly, during the first year of the Term only, the Network Use Fee shall be Three Dollars ($3.00) per eligible Employee of Sponsor. Additionally, each month, Sponsor shall pay EDH a fee for EDH's educational and promotional communications services equal to Twenty -Five Cents ($0.25) per eligible Employee of Sponsor (the "Communications Fee"). For clarity, the Communications Fee only covers those educational and promotional communications materials described in Section 3.4 of this Agreement. If Sponsor requests that EDH create or distribute educational and promotional communications materials in addition to those described in Section 3.4. Sponsor shall pay all reasonable costs and expenses actually incurred by EDH related to such request. The Network Use Fee and the Communications Fee shall be collectively referred to as the "EDH Fees." The EDH Fees shall be calculated each month based on the monthly weighted average of eligible Employees of Sponsor according to the Sponsor -provided eligibility files of the prior month. During any period in which Sponsor (or it's designee) fails to provide EDH with weekly eligibility files in accordance with Section 3.5, the EDH Fees shall be calculated based upon the number of eligible Employees of Sponsor in the most recent eligibility file received by EDH which complies with the terms of Section 3.5; provided, however, upon EDH's receipt of complete and accurate eligibility files for any such period of deficient eligibility file production, the EDH Fees for such period shall be recalculated by EDH, and Sponsor shall remain obligated to pay EDH the amount of any underbilled EDH Fees relating to such period. EDH shall invoice, and Sponsor shall pay, EDH Fees in accordance with Section 4.5. (c) Amendments to Plan. As of the Effective Date, the Plan Documents do not include any Plan Carveout. If at any time during the term of this Agreement the Plan Documents are amended to incorporate a Plan Carveout, then, during the period in which any such Plan Carveout is effective, the Network Use Fee specified in Section 4.3(b)'shall be calculated as follows: Sponsor shall pay to EDH a fee equal to thirty- five percent (35%) of the aggregate sum of all Claims for that month. 4.4 EDH Savings Guarantee. (a) EDH Savings and Total Network Use Fee. Within sixty (60) days from the date of EDH's receipt of all Claims relating to Covered Services or Network Services administered or provided during the Term 9 �