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2.7 Disclaimer of Warranties. Except as expressly set forth in this Agreement, the services provided
<br />by EDH under this Agreement are furnished as is, where is, with all faults and without warranty of any kind, express
<br />or implied, including any warranty of quality, merchantability, or fitness for a particular use or purpose. For the
<br />avoidance of doubt, EDH makes no warranty, express or implied, concerning: (a) any Provider or other vendor
<br />providing services relating to an Episode of Care; or (b) information transmitted in good faith by EDH from third -
<br />party sources.
<br />2.8 Non -Discrimination. EDH will not discriminate in delivery of the Network or Network Services to
<br />Participants on the basis of race, religion, national origin, sex, marital status, sexual orientation, health status,
<br />disability, source of payment for services, or age.
<br />2.9 Written Agreement. The Parties understand and agree that EDH is not permitted to act without a
<br />written agreement between EDH and Sponsor. Any written agreement between EDH and Sponsor, including this
<br />Agreement, shall be retained as part of the official records of both EDH and Sponsor for the duration of the
<br />agreement and for five (5) years thereafter.
<br />ARTICLE 3.
<br />SPONSOR'S ROLE AND RESPONSIBILITIES
<br />3.1 Project Executive. Sponsor will designate in writing an individual project executive having the
<br />authority to assist EDH in implementing and marketing the Network and Network Services (the "Project Executive").
<br />The Project Executive will be EDH's primary point of contact for Sponsor with respect to Sponsor's fulfillment of its
<br />obligations under this Agreement.
<br />3.2 Implementation. Sponsor will be responsible for: (a) providing EDH with employee claims data,
<br />including protected health information, so that EDH may most accurately analyze savings and, subject to the
<br />approval of Sponsor, implement appropriate targeted marketing strategies; (b) providing EDH with Participants'
<br />eligibility and enrollment data to be used by EDH for testing and implementation purposes; (c),amending the Plan
<br />to incorporate the Network and Network Services as available for eligible Participants who require certain medically
<br />necessary procedures and who select to receive such treatment from Providers participating in the Network;
<br />(d) facilitating the coordination of the operational processes of EDH, Sponsor, the Plan, and/or any Plan
<br />Administrator with regard to eligibility verification, case management, pre -certification, and billing; (e) facilitating
<br />EDH's integration with other health services providers, plans, or third -party administrators; (f) identifying and
<br />facilitating communication opportunities for EDH to reach Participants needing treatments or procedures available
<br />through the Network; and (g) approving a written utilization strategy as set forth in Exhibit A and permitting its
<br />subsequent execution.
<br />3.3 Marketing. Sponsor will use commercially reasonable efforts to encourage Participants to utilize
<br />the Network and Network Services. Without limiting the generality of the preceding sentence, Sponsor's efforts
<br />shall include the approval and assistance with: (a) the delivery of a written utilization strategy, as described in Exhibit
<br />A attached to this Agreement; (b) the implementation of an introductory and ongoing communication plan
<br />consistent with such utilization strategy; (c) the provision of introductory and ongoing education and information to
<br />Participants about the Network and Network Services; and (d) the implementation of EDH's member website on
<br />Sponsor's website specifically for Participants.
<br />3.4 Employee Eligibility. On a weekly basis, whether directly or indirectly, Sponsor will provide EDH
<br />an employee eligibility file per the specifications outlined by EDH during the implementation process. Provision of
<br />such employee eligibility file is imperative so that EDH may properly determine whether a participant is entitled to
<br />Network Services and to ensure the appropriate calculation of EDH Fees.
<br />3.5 Use of Marks. Sponsor and EDH each reserve the right to the, control and use of their respective
<br />names, copyrights, symbols, trademarks, and service marks (the "Marks'). No Party shall use another Party's Marks
<br />in advertising, promotional materials, or otherwise without the prior written consent of the Party owning such
<br />Marks. Notwithstanding anything to the contrary in this Agreement, the Parties agree that, within a reasonable
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