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<br />E.
<br />F
<br />6. The article and section loodhWeeptained in this Agreemei**. *s * for the purpose of reference,
<br />are not part of the agreeamat offt pubes and shall not hi atpr way sffed the meaning or
<br />interpretation of this Agrecw.sa .
<br />Attthe't#y; �Oagtet�trpt, Tfie� � ./4gweemetrt eadt testnts-and warrents t1>at bttt
<br />N11corporateorcompaa�r, rtooWil�it�ent on behatfothis/herrespectiveParty andi®;i r
<br />Wnd and obligate t P W by so signing, itionally, t>peq ! signature JW W* OWUAW
<br />signatot(ies) of Client in each signature block of" Agreement (ailed#* tent ApplioWm and the Business
<br />Associate Agreement made a part of this Ag� Client re Au�l{,7xxreutt,{tONanants and agrees that
<br />it has the necessary power and authorigr gcopw4 :oompaaytal :(IyIN1 #*,,all necessary actiot im
<br />been taken Por Client), to enter into this Agreement and such other agreements and to consum b 60 I
<br />transactions provided for herein and therein. This Agreement (including the exhibits hereto) may beilMiei1iftd . l
<br />simultaneously in any numberofoounterparts, eack ts** shall be deemed as atObut a#
<br />shall constitute one and the same instrument. Facsimile signatures or signatures transmitted_10.000 do
<br />mail shall be deemed to be original signatures for all purposes.
<br />E
<br />Relationship of the Parties.
<br />i
<br />I. Administrator and Client are, and shaQelttidlimes be, solely independent contractors. %tsither PWq
<br />nor its Representatives is, nor shall such Party or its Representatives be construed to be, by any Party
<br />to this Agreement or by any third party, an employee,
<br />joint venturer, partner, principal, agent, .
<br />master, servant, fiduciary or other Representatiitiwi $f ftiother Party. Neither Party is authorized to:
<br />assume or create any obligations, duties or liabilities, express or implied, on behalf of or in the a mile
<br />of the other Party, except as otherwise expressly provided to the contrary in this Agreenwa
<br />Furthermore, Client acknowledges, agrees a
<br />WiWerstands that Administrator, on the one hand 4W j
<br />PBM and any other contracting parties of Adminislomor, on 6@ other hand, are unaffiliated entities i
<br />and independent parties who are solely buiependeti oeptxtealwof one another.
<br />I Client acknowledges that~ (#j Client shall be relpeAa 1W in its soft di ll, flu tlhe eeleptioa of
<br />any consultants or expenit Wpt'ovide advice tt :.hent as to liabilities uati W ffiW"t Or *Aim l
<br />obligations of the Plan or i�ielrt under a
<br />g ppiigt*iVtrar othaand ((�ip>Ifada: �
<br />hereunder with Administrator for the provision of any such by Administrator Te! lite
<br />contrary, the Parties expressly acknowledge that Administrator will not provide such a1 M l
<br />Client, and that neither Party has any obligatielt eatrasponsibility to advise the other OW:
<br />such other Party's compliance or noncompliance' with any law, regulation, statute, rule or Oft
<br />(including without limitation under ERISA, the Internal Revenue Code, the Public Health 9ertibet
<br />Act and/or any regulation with respect to the any of the foregoing).
<br />3. Client expressly acknowledges and agrees that: (i) Administrator is not (nor shall it be deemed to
<br />be at any tis* a "fiduoiW*r any purpose under ENNA, the Internal Revenue Code and/or the
<br />Public Health Services Act (sod any regulations thereunder) applicable state law, common law or
<br />otherwise; (ii) Administrator is not (nor shall it be deemed t0:be at. any time) the administrator of
<br />the Plan for any purpose; $111) t(and not Administrator) poossawand exprai sptains at all
<br />Gimes during this Agreement and thereafter the sole and absolute ae6ority and responsibility to
<br />design, amend, terminate, modify, in whole or in part, all or any portion of the Plan, including
<br />without limitation the sole and absolute authorIbtlt3 aontrol and administer the #W,attd'i q #tea
<br />of the Plan, and such audiork and responsibility patriot be delegated to Administrator, and (W)
<br />Client (and not Air) has complete discteopitary, binding and final authority to construe
<br />the terms of the Pla%-1br interpret ambiguou*1 %a language, to make factual determinations
<br />regarding the payment of Prescription Drug Claims or provision of benefits, to review denied
<br />Prescription Drug Claims and to resolve complaints by Members.
<br />G. Compliance with Laws. Force Maieum
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