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preceding sentence shall cease when any such Participant has been discharged and medically released by a Provider for return to the Participant's home location or another appropriate medical provider or facility. Sponsor shall be responsible for paying to EDH any Claims and/or EDH Fees incurred as a result of the services rendered after termination of this Agreement. 5.5 No Solicitation of Providers. During the term of this Agreement and for a period of twelve (12) months after termination of the Agreement, Sponsor agrees that it will not: (a) enter into a contract directly with any Provider; (b) solicitor attempt to solicit any Provider; or (c) divert or attempt to divert any Provider away from EDH for purposes of contracting directly with Sponsor for the provision the services provided under this Agreement. ARTICLE 6. RECORDKEEPING, AUDIT RIGHTS, AND CONFIDENTIALITY 6.1 Recordkeeoing. EDH shall retain all books and records relating to EDH's performance of this Agreement, including medical records, and shall provide access to such books, records, and information for a minimum period of seven (7) years following the provision of services under this Agreement to any Participant or such longer period of time as may be required by applicable state or federal law. Applicable state or federal regulatory authorities shall have access to such books and records for the purposes of examination, audit and inspection. Notwithstanding anything to the contrary in this Section 6.1, in the event EDH and Sponsor terminate this Agreement for any reason, EDH may, by written agreement with Sponsor, transfer all records to another third - party administrator: rather than retain them for seven (7) years. In such cases, the new third -party administrator shall acknowledge, in writing, that it is responsible for retaining the records of EDH as required in this Section 6.1. 6.2 Audit Rights. EDH shall permit Sponsor or Sponsor's representatives to conduct site visits, audits, and inspect the books, records, and information of EDN relating to EDH's provision of services under this Agreement. Such access and inspection shall be provided by EDH during normal business hours and within thirty (30) days after such request is made in writing to EDH. EDH or any Provider may charge a reasonable amount for retrieving, copying, or transmitting such records. 6.3 Confidentiality. (a) Limitations on Confidential Information. Either Parry may, in the course of the relationship established by this Agreement, disclose to the other Party confidential, non -.public information concerning such Party's pricing, methodologies, fee schedules, volume of business, methods, systems, practices, plans, and/or other confidential or proprietary information, except as may be required by law (collectively "Confidential Information"). Each Party acknowledges and agrees that it will hold all Confidential Information of the other Party in strict confidence. Each Party undertakes and agrees to use, and.to cause each of its representatives to use, all commercially reasonable means (in any case, not less than reasonable care) to safeguard the confidentiality of all Confidential Information of the other Party in the same manner that the Party safeguards its own confidential and/or proprietary information. Each Party acknowledges and agrees that it will not, without prior written consent of the other Party: (a) use any Confidential Information of the other Party for its own benefit; or (b) disclose any Confidential Information of the other Party to any third party. If.either Party receives a request or demand to disclose all or any part of the Confidential Information of the other Party under the terms of a subpoena or order issued by a court of competent jurisdiction, an agency of any State of the United States or of any other jurisdiction, or otherwise, inclusive of a request for public records, the Party receiving such request agrees to promptly notify the other Party of the existence, terms and circumstances surrounding the request so that the Party whose Confidential Information is subject to the request may, at its option, seek a protective order or other appropriate relief or remedy within ten (10) days of receipt of such notice. Each Party acknowledges and agrees that if a protective order or other remedy is not timely sought or obtained, the Party subject to the request will furnish only that portion of the Confidential Information which is legally required and such Party will use all reasonable efforts to ensure that confidential treatment will be accorded such Confidential Information. For the avoidance of doubt, this Agreement and any fee schedules and/or discounts associated with this Agreement shall be considered "Confidential Information." -9- 60