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by BCBSF in connection with the audit. Audits during the run -out period will also be subject <br />to cost. The parties agree that Employer will not hire a third party to conduct a contingent fee <br />audit, where the third party's compensation is based on a percentage of errors (whether <br />characterized as "savings", or "uncovered recoveries" or otherwise) discovered by such third <br />party. BCBSF will not pay any amounts based on audit results. Should Employer contract <br />with a third party to perform such contingent fee audit, BCBSF has no obligation under the <br />terms of this Agreement to cooperate with said third party in the conduct of such contingent <br />fee audit. <br />J. BCBSF is acting as an independent contractor. Except as otherwise provided in Article IV, <br />Employer agrees that BCBSF (and its subcontractors, as applicable) is acting only in a <br />ministerial capacity and is not and shall not be designated or deemed a Plan Administrator, <br />Plan Sponsor or fiduciary of any kind with respect to the Plan of Benefits for the purposes of <br />any applicable federal or state law. <br />K. Employer understands and agrees that BCBSF will rely on any beneficiary contact information <br />supplied by Employer to perform BCBSF's business functions as being accurate and able to <br />be used by BCBSF or its subcontractors or vendors for services under this Agreement or as <br />otherwise requested by Employer. Consequently, Employer agrees to the following: <br />1. Prior to supplying any contact information on the members of its plan, Employer is <br />exclusively responsible for securing any written or other consents or authorizations <br />that may be necessary for BCBSF or its subcontractors or vendors to perform <br />services under this Agreement or as otherwise requested by Employer; <br />2. Employer is responsible for immediately communicating to BCBSF in writing any <br />changes in such consents or authorizations that may impact BCBSF's use of the <br />contact information supplied; and, <br />3. BCBSF is not responsible or liable for any losses resulting in any way from failure <br />to contact individual members during periods when the members' consents or <br />authorization to use the contact information has been revoked. Employer <br />understands that, among other things, these obligations include all consents or <br />authorizations, if any, that may be required under the Telephone Consumer <br />Protection Act and the CAN -SPAM Act. Employer likewise understands that these <br />laws may require any such consents or authorizations to be specific to the uses <br />contemplated, to be in writing, and to specifically mention BCBSF and its <br />subcontractors and vendors. <br />L. Employer, on behalf of itself and its members, acknowledges and agrees that Employer and <br />BCBSF have not entered into a partnership, joint venture or other joint enterprise for the purpose <br />of providing the Services. <br />M. Each party is the sole and exclusive owner of its own name, logos, symbols, trademarks, trade <br />names and service marks (hereinafter Marks). Except as otherwise provided herein and/or in <br />order to perform its obligations under this Agreement, neither party will use the other party's <br />Marks without first obtaining the other party's prior written consent. <br />18 <br />