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i. Member eligibility shall be determined through the use of the eligibility census files for Client's adult and child populations. ii. Client will provide Everside eligibility files for the adult and minor populations of its employees and dependents within 30 days prior to the Health Center Opening Date, and then on-going monthly eligibility files. iii. Eligibility files must include Social Security Numbers in addition to other data. iv. Not providing timely and complete data, including Social Security Numbers, may result in reduced patient engagement and impaired billing procedures. (b) Client shall, at its sole expense, provide the following data access: i. Access to at least 3 years of prior (historic) medical and pharmacy claims experience data and corresponding eligibility data. ii. Access to monthly data feeds of medical and pharmacy claims experience data and corresponding eligibility data throughout the term of the Agreement. (c) Communications: i. Client shall provide the home mailing address, email address, and phone numbers for all of Client's adult Eligible Members. In the event that Client does not provide email addresses for at least 90% Eligible Members ages 18 and older, then Client shall be responsible for additional direct mail marketing costs. ii. Client and Everside shall agree upon a marketing campaign process, which delivers a time -based series of communications shown to maximize engagement of Eligible Members. Everside's marketing campaign process allows for customization within a prescribed set of parameters. In the event that Client requires additional customization outside of those parameters, then Client shall be responsible for additional marketing costs. iii. Client shall educate Eligible Members about the Everside Health benefit through the benefits enrollment process (new hires and annual renewal). iv. To reduce disruption to the communication Client must adhere to the Technology Compatibility Requirements of Everside (attached at Exhibit F). V. Patients can manage their communication preferences, including opting out of various communications, directly with Everside. 4.8 Consents and Authorizations. Client represents and warrants that it has obtained and shall continuously obtain and maintain throughout the Term all necessary and required notifications, consents and/or authorizations required by applicable law to permit Everside to contact Eligible Members through unsecure electronic means, including unencrypted e-mail, telephone and with patient consent via text message. 5. Financial Arrangement. In consideration of Everside's responsibilities under this Agreement, Client shall pay to Everside the amounts described below. 5.1 Build -Out and Start -Up Costs. Client agrees to reimburse Everside on a pass- through basis, as incurred by Everside, for all Build -Out and Start -Up Costs listed below that Everside advises for the proper setup and administration of the Everside Health Center. If this Agreement should terminate for any reason prior to the full reimbursement of Build -Out and Start - Up Costs by Client, then all outstanding fees under this paragraph shall become due immediately with no right of offset. Start -Up Fees, means the total cost which have been incurred associated with the set-up activities and assets in accordance with the criteria set forth in Exhibit D, which 2122 Ewn idc llcalth. LLC. All rights r"mcd Confidential 10