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<br />D. Client expressly understands, acknowledges and agrees that any all information, data, documentation or
<br />software disclosed by Administrator and/or PBM in the course conducting its business and performing
<br />administrative and related services for Members and/arbierwat confidential and proprietary to, and 9.
<br />valuable trade secret of, Administrator.a 'PBM -A." t,. ,Or."authorized use - that is, arty
<br />use other than to evaluate Adminis 4#ttformanob ter iltb Agreftftwt - will cause irreparable ham .:
<br />and, dattusge to Administrator aixU64404,Notwithstanding anything to the contrary in this Agreement' 40
<br />A4 went submitted, 40 I by AAministrator (including, but not Iiiin#edUN any confidentialr I. �..
<br />agreement), Administrator andarAonds and acknowledges that any 4ZOrifidenthd h&rmation disclosed to: {
<br />Client by Adminiso.0or may potentially be subjedlo'disciosure undeiM i`itestate or federal open records acts-
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<br />(nom an °'llq receipt of any regtrittn tart' demaW � O" person or entity seeking release of
<br />t inffdentiat hnforandon and/or prior to any releawft disclostvr Of0iofidential information to any perscnc f
<br />or etttityy that -Client or its Representatives deem nec ry or regOW hinder the Act or otherwise, Client shall i !
<br />tag+ u6*1Administratoriu ting of such request,40nand-or obligation (a "Disclosure Request"),,
<br />kAdminisirdorfaisto give express written consent to the $sOosure ofthe Confidential Information subject,.,
<br />to the Disclosure Request within three (3) business days O teceiving written notice from Client of such- R
<br />i�Dsure Request (initiated by#V person other than omits Representatives), Client shall not disclose
<br />such information and Administrator shall defend and indemnify Client against any action brought to compel
<br />compliance with the Aix, and -against any out-of-pocket expense, including, but not limited to, court costs.,
<br />all other costs of litigat%s Ounney's fees, . and statutory damages, to the extent arising fid.
<br />Administrator's failure to consent to disclosure oti ie requested Confidential Information. Without ink `
<br />way limiting Administr'ator's defiers and indemnification obligations under the preceding senteriiee;,
<br />Administrator, at#s o%v4"pensetlaW **Mrdokmay seek or initiate action ib wash, limit, modify, narrow
<br />the scope ot; and/or otherwise inte� obtWn a protective order and/or 46ind against, any requested
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<br />disclosure subject m.such Disclosure Regnest(ntt'4A4ministrator , . n"),: Client agrees to reasonably i
<br />cooperate with Aviator in any pt ervention, tmtt is'ultimately legally compelled to I ;.
<br />disclose Confidential Information pursuant to,a liisclosure Requests COW shall disclose only the minimum ! I"
<br />required pursuant to and in order to comply with the court order or otl**gal compulsion. Except as provided'
<br />in this Subsettt I1trfA 0l, � enlEeaY be necessaryU nd or prosecute litigation between
<br />the parties hereto, eo thall .not, directly ett Wirectly, releese or disclose or otherwise use or attempt to
<br />use arty patient-specf"icprescription information,tradex rets, prnpirietarysoftware and technical processings _ ;
<br />financal„.pcAcing star other confidential infotanation of Administrator and/or PBM obtained by Client from. i
<br />Administrator AdWor PBM (regardless ofthe reason sucitiuformation was provided or obtained) W ' other
<br />party or for the betwO of any other party without the prior written consent of Administrator `'FBM,;
<br />aY by
<br />which consent m be withheld Administrator and/or P$M in tliNeiE-sole and absolute discretion.
<br />E. Client etepressly represents and warrants diet h`hgs provided notice to its employees and')i ' id, ndents
<br />regarding participation in the Plan and Ossftfbabsws or anticipated disclov4*#f emplcOSOO dependent
<br />confidential information to Administrator in connection with the Plan and Ippfcable law, stud (ii) it has
<br />obtained all consents and/or other approvals or authorizations (either in writing or througie.'..
<br />procedures) from each Primary Ma+mttrtac4 if applicable, each dependant Member or other applicable party,
<br />regarding such disclosures to AdminisbOar for purposes of this Agreement and the services provided tat
<br />Client and Members hereunder, and relating to the use and disclosure of information by Administrator AW
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<br />.:: other applicable parties, including without .PHI under ifNAA as permitted under this Agreement:"
<br />or as otherwise reasonably necessary to effect 84or carry out-illlgsee and intent of this Agreement and:.: .
<br />the services to be performed and rendered by Administrators, Client or other applicable third parties
<br />11ri respect to this Agreement. PB
<br />MeaftrAdministrator may use, disclose, reproduce or adapt information:
<br />Obtained in connection with this Agreement, including Prescription Drug Claims as well as aligibili4
<br />Information, which is not identifiable on a Member basis. PBM and/or Administrator shall nraintaln•
<br />tab dentiality of'tl& M rmation to the extent required by applicable law, atAAW-. , 4,0$0
<br />t t any way prohibited by applicable law.
<br />F:: Shred Client identify erroneous, mistaken or incorrect: lilt Drug Claims payments made by
<br />Adttt ti`;istrator, refunds in the amount of any such erroneous'on Drug Claims payments to Client
<br />BW -'lie made by Administrator within 30 days after receipt * tunistretor of written notice from Client
<br />idttah'it*yi" t .omm.aitd Vmviding reasonable documentation tom. support them. Client ac ,
<br />and agrees that such,refunds made by A+dptinistrator as pftwded in thus Ar i* W sWti�&a
<br />I'Ilr4R>if>lUN REIN IS CONFIDENTf114.0. ,tf
<br />i TIP#lE#1` 'ii t 1 1 AND RXBENEFITi11
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