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amount of time after the Effective Date, the Parties will distribute a mutually approved press release announcing
<br />certain terms of this Agreement. Additionally, notwithstanding anything to the contrary in this Agreement, Sponsor
<br />will permit Sponsor's logo to be displayed on EDH's website and in EDH's marketing materials to current or
<br />prospective clients, provided that any use of Sponsor's logo shall conform to the reasonable guidelines and
<br />specifications set forth by Sponsor. In addition, and for the avoidance of doubt, EDH's provision of information
<br />related to Providers, the Network, or the Network Services to third parties under executed non -disclosure
<br />agreements, including information gathered in EDH's credentialing process, shall not be prohibited under this
<br />Agreement.
<br />3.6 Plan Interpretation and Compliance. Sponsor shall be the final arbitrator and have the final
<br />authority regarding interpretation, application, and. administration of the Plan. Accordingly, EDH shall have no
<br />responsibility or obligation with respect to interpretation, application, or administration of the Plan. Sponsor shall
<br />bear all responsibility for the Plan's compliance with applicable state and federal laws and regulations, including the
<br />Federal Employment Retirement Income Security Act ("ERISA"). In furtherance of such obligation, Sponsor shall be
<br />solely responsible for satisfying any and all reporting, notice, disclosure, or filing requirements imposed by ERISA or
<br />any other state or federal law or regulation applicable to the Plan.
<br />3.7 Taxes. Sponsor or the Plan, as applicable, .shall be solely responsible for the payment of all
<br />required federal, state, or local taxes which may arise as a result of the services administered by EDH pursuant to
<br />this Agreement. Accordingly, EDH shall have no obligation with respect to payment of any such taxes.
<br />ARTICLE 4.
<br />SCHEDULING, PRICING, AND PAYMENT
<br />4.1 Provider Acceptance of Patient. Following Provider's initial review of Participant's medical
<br />records and information, and subject to a physical examination and medical assessment of Participant, as needed,
<br />Provider will confirm to EDH whether or not, in Provider's independent medical opinion, Participant is a suitable
<br />candidate for an Episode of Care at a Provider's location, and Provider will advise EDH of the Diagnosis Case Code
<br />related to such Episode of Care. Provider will establish treatment protocols for each Episode of Care and modify
<br />such protocols for Participant, if needed. Provider will notify EDH of any changes in the Diagnosis Case Code or
<br />anticipated Episode of Care. Sponsor shall confirm to EDH that Participant has met any obligations related to a Plan
<br />deductible prior to beginning an Episode of Care.
<br />4.2 Patient Scheduling. Upon acceptance of a Participant by a Provider, EDH's confirmation of the
<br />Participant's coverage under the Plan, and EDH's receipt of payment from the Participant of the Participant's
<br />remaining deductible (if applicable), EDH will coordinate and schedule the services to be provided in connection with
<br />the anticipated Episode of Care amongthe Participant, the Provider, and any vendors of Travel Services, if applicable.
<br />4.3 Pricing.
<br />(a) Claims. Sponsor shall pay EDH the aggregate sum of all claims, fees, costs, expenses or
<br />other charges relating to an Episode of Care which are submitted to EDH by Providers, vendors of Travel Services, or
<br />any other:provider of goods or services related to an Episode of Care (each such claim, fee, cost, expense, or charge,
<br />a "Claim" and collectively, "Claims'). Any Claim related to medical services rendered by a Provider will be charged
<br />by EDH and paid by Sponsor according to the Case Rates or any other pricing terms independently agreed to by EDH
<br />and the Provider. EDH.will itemize and fully disclose any Claims in an Invoice (defined below).
<br />. (b) EDH Fees. In addition to payment for Claims, each month, Sponsor shall pay to EDH a fee
<br />equal to $4.00 per eligible employee of Sponsor (the "Network Use Fee"). During the first year of the Initial Term,
<br />Sponsor shall receive a discount on the Network Use Fee. Accordingly, during the first year of the Initial Term only,
<br />the Network Use Fee shall be $3.00 per eligible employee of Sponsor. Additionally, each month, Sponsor shall pay
<br />EDH a fee for EDH's marketing and implementation services equal to $0.25 per eligible employee of Sponsor (the
<br />"Marketing Fee"). The Network Use Fee and the Marketing Fee shall be collectively referred to as the "EDH Fees."
<br />The number of eligible employees to be used in calculating the EDH Fees shall be the monthly weighted average of
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