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.. .. : c I. . i.: will be provided to Client upon request therefo} Cexecute (and shall cause agrees thatlzt: f i any mutually acceptable independent, third patVainillor taking partfi MW such audit to execute) a confidentiality agreement in form and conte4,010nably accio.Oft ft. Administrator and PBIItX. . pilar to conducting anyaugoadit, so long art t 1ptment lgapenbW with hm- AV requea#' :: P bar Client to permit an auditorto perform an audit will constitute CbW#Akwtion acid autltorizatiou.. : a1 Administrator and PBM to disclose PHI to auditor. hu, err40 of an audit by a mutually aot tt>pt#blts independent third para►. AAiinistrator,tsad afKJi W shall be poops ed allot report or otherWud tit materials doeuittoWng such audit and Amu 87tatidt' llarvwl :: i a reasonable opportunity to comment on any such report or written materials documed"a" atttftbefore such we finalized. Upw '." ; results and agmsionlit between Earl . ,dhistrator on any identified adjustments or discrepancies, if any, the period under rete witl b eamidetted closed by the Parties and such agreed upon adjustment payments, if any, shathe paid by appropriate party within thirty (* af4socution by the Parties of an appropriate release downtettt cowering the audit period. 'Mot acknowledges that it shall not be entitled to audit documents that Administrator is barred from disclosing by applicable law or pursuant to an obligs*w of eonfidentiai ty to g Olrd party or that are not mldw the direct or control of Adie. Admit : aa*b 100% of claims available to the COW or a mutually e third PAY r>mrlilsadtyC" 10 flit the processing contract:� f 3. cum aclttkow kdges Ib1t getverrtrnow ageticies may seek eligibility or similar :data from Administrator or PBM reprding Members and may submit to Administrator or PBM claims for reimbursement for prescription drug benefits provided to such government agencies (or their agents) to Members {"Government Claiars"). Administrator authorizes Administrator and PBM to provide such data as requested by gets Ent agencies or their aur d agd s and furtlt . authorizes Administrator and/or PBM 14 process such Goveraniatt Oams. Cum acknoloedges that Administrator may advance payment for Goversuracrt Claim on behalf`of Client. Client shall reimburse Administrator, in accordance with CN7Jt s payment oblimadons under thla Agrecment, for all amounts advanced #ty Administrator' P payment. ti ent CIRU* .CUM acknowledges that Government Chdms submitted bpetdta x on blfofttrSWO Medicadd A&cy shall be paid if submitted within throe M years from the original dde of fill unless a i period is required by applicable Im In addition, Government Claims submitted Wv*4 �+ a state Medicaid agency may not be denied on the basis of the ft" ofthe Go!t!ekr OW0.66 or failure to present proper documentation at the point-of-sale. Chart shall also reirrtbeuxitAdministrator for any adjustments orreconciliationsfop *Wously processed Governni M t i tRttlW be payahie i to government agencies in accordance with applicable laws and regulat�Ri�adinistrative fee l for processing Government Claims shall be invoiced at the paper sob~ claim rate already j agreed to by the Parties or as otherwise agreed upon in writing bytr#.6pia j Administrator reserves the right to (a) terminate these services upon nyiidy, *pllYoe b Client, or (b) delegate these services to a third party claims processor othert I. Confidential and ProprietarybillbrmatN" 1. The term "Confidential Information" lohtik4 W 1R akt#..limited 1% tit Agreement .ar ally information of either Client or Administratot include wiNiout limitation its designees) (including gn ) #t0fieSw::. i oral, written, electronic, visual or fixed in any tangible medium of expression) relating 1p either party's services, operations, systems, program, mentions, techniques, suppliers, cWrs and prospective customers, contractors, costs and pricing data, trade secrets, know-how, processes„ plans, designs and other information of or relating to either party's business. Confidential Information does not include Protected Healdi Information, the use and disclosure of which is ' governed by Article IX.0 (including Exhibit B i(dis Agreement. 2. Unless otherwise provided by law and subjestto; ion lIIkv. )*rein, AdministratatstW=Ebo shall not disclose or make use of any Confidential Informatibb except as permitted under this Agreement without the prior written consent of the ton -disclosing party, which consent may be conditioned upon the execution.eda apeftdqWlii y Agreement. Each party may jusclose Confidential )hformation of the other party ti11 46 11lr*Uffiorized Representatives who haves need NW MA DOM Tflt K =E INFORNOWN CONTAINft $ORIN IS CONFIDENTIAL, PA(WR !'r AT 4=WITUTlg67FrADE SECRETS ttllt` AND RXBENEFiTS (. 90 J :. t --- i