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sole and exclusive remedy ofClie pnd any Member against Administrator, its Representadi tt t:t$%d party (including PBM) resuftliiotn any such erroneous, mistaken or incorrect Prescription t rug t payments made �y or to Administrator, and Client further covenants and agrOO 16 hold harmless:04.. indemnify Administrator and its Representatives for any Losses beyond such refunds claimed by any party. front Administrator. Tice Patties acknowledge that Administrator may seek to recover any overpayments ..: fi m the Members, the providers of service or any other party unjustly enriched as a result of -rob ovwpt � yAtents at anytime after notice w ~ness of any such error. G. Wit;tont. the-ge obit or :?E(41uWatber provisrtm oftis Agreement, Administrator shall not be hold responsible or liable for any perfots►tmm Aandard or Wigation required of it boap*. if C Client's designee(s)) or eny Meltttber fails to jrovide Administrator with accurate, I*rmation as necessary and/or t~e�Uired to *Mt any such performance standard ar ttatfar tiiiis . . Agreement or otherwise. i AllT039 IV— FRUNCIAU tU Ai�F A. A r will invoim Client everyto of M WWIM for the app"le Pees payable form two vmi m. Admmistrator*ll invoice t�iesrt �a.ttt►dministration lies, as applicable anti ' of tire: j sw*u*Prescrk*"Dj ¢Maims a�,' r1 iaveimw - od,lte and payable 7 tl :ll 40 receipt by Client and shall Inswat be received by Administrator later than the due date stated in the invoice. Re&rtoArticleVbilow,�rilviles applicable to late payment of invoices. ( shall not (and acknowledges that I s;mli sot) haue a y t'l #p:pliset any dispute ;fir a ao m pt pit po ;ed: to be due attd br"$OWfiOm idn6istrator and/orMW* Md•I ft�/:p Y specifically approved in vffib AdntinUi tr)r B. Adininis { tratvt+:td>ar� C�hefttadmtnisbUtm:(s)°p?er*$o4ow-employee ger calendar month 090,0616- on a0,0616. on a monthly.bas* and/or (b) per Prescription Drug Claim *.W*-ey Members payable on a bi-monthly bails (stollectim*,Ow tsectio F'ronsaction Fees to be paid by0is -"Administrator Agreement are as specified in the Client Application. j C. Client acknowledges and understands that PBM, through its contractual arrangement *WA*ninistrator, guarantees certain Rebates as set forth in the Client Application. 'X'he Parties further acknowledge and understand that no Rebates or similar discounts or payments will be itaid to the Parties with respect to any Prescriptiontg�C"Ht%relftused tttf#mat basislkyA+krffi+seid agenkies or other federal gra healthcare programs. Client acknowledges that Administrator may receive Rebates from PBM associated with certain Prescription Drug Claims of Members under Client's Flan. D. Client acknowledges and is aware that Administrator, pursuant to 16 i6ritractusil agrees :f* paid by PBM an administrative services credit payment per maO And retail Prescriptiw CI*:. . admizillOW its► A40hustratot w~Of lei 4t , "PBM Service CrredIh tl„i;” , A: be Administrator's sole responsibility to obtain and collect such P$M Service Credit directly from AM aW Client shall have no responsibility (payment or otherwise) with respect to such credit due to Ad Administratsrti will also recti .aaltl tlt`'Igi one-tittgt bier Member implementation and marketing credit payment d esigned to reimburse Client for the expenses and out-of-pocket costs incurred by Client to transition Client (and its Members) to PBM's benefit offerings (the "Implementation Credit"), " PACO acknowledge and agree that tij Administrator she'1144Tsralt it e for any and all transition and implementation costs it incurs with respect to the marketing and transifibn of Meat (and its Members) to benefit offerings administered by Administrator for Client, and (2) Client shall be respopOk IranyandAiittensibio>xeItditnptementationettaeit:+1tpRlpilijliattlfaItnplementation. Credit ie Tay it as dNOOW above) vAth.respect to the transition and implementation of such benefit, offerings. To the extent abkv the.l�. it is the parties' intention that, for purposes of the Federal AndarC".mtr�wi:l� .t'.i��litsdr �ir�er�;obi:ieulLae. thr PRTvi .S:st�i�riit,;tea• imnlPmPntati� � !.