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has been performed and after Employer has been invoiced. Provider incentives may include payment for services not otherwise covered under the Plan of Benefits. For Value -Based Programs in other Blue Cross and Blue Shield Licensees service Areas see the "Inter -Plan Programs" section in Exhibit B. Service Area is the geographic area in which a Licensee is authorized to use the Association -owned brands. "Allowed Amount" and "Allowable Charge" mean the amount BCBSF, its Designated Agent or a Licensee of the Blue Cross and Blue Shield Association (`BCBSA") agrees to pay a provider as payment in full for a service, procedure, supply or equipment. Additionally: a. The Allowed Amount shall not exceed the maximum payment, unless otherwise required by applicable law; b. The Allowed Amount for emergency services (including air ambulance services) provided by non -participating or non -contracting providers, as well as non -Emergency Services provided by non -participating or non -contracting providers at participating or contracting hospitals, hospital outpatient departments, critical access hospitals, or ambulatory surgical centers, will pay in accordance with applicable federal law; and, c. In addition to the member's liability for benefit year deductibles, copayments and/or coinsurance, the member may be balance billed by the non -participating or non - contracting provider for any difference between the Allowed Amount and the Billed Amount, except where prohibited by applicable law. For covered items and services provided by non -participating or non -contracting providers described in this Section II. A. (2), the Allowed Amount will be the Recognized Amount (less any applicable benefit year deductible, copayment and/or coinsurance). If the non- participating or non -contracting provider disputes such Allowed Amount and initiates a 30 -day open negotiation and/or independent dispute resolution ("IDR") process in accordance with applicable federal law, BCBSF or its Designated Agent will have the exclusive discretion and authority to administer such processes on behalf of the Group Health Plan, including but not limited to negotiating and agreeing with the provider upon a revised Allowed Amount for the claim(s) that BCBSF or its Designated Agent, in its sole discretion, believes to be appropriate under the circumstances, and administering the IDR process as necessary and appropriate, where applicable. BCBSF or its Designated Agent will have no obligation to inform, confer with, or obtain the consent of Employer in negotiating with the non -participating or non -contracting provider, agreeing upon a revised Allowed Amount, or administering the open negotiation and/or IDR process in any way, in accordance with this Section. For the avoidance of doubt, the provisions of this Agreement apply to any damages, including a reasonable attorneys' fee (for attorneys chosen by BCBSF), resulting from, arising out of, based on, or in connection with, any claim relating to the administration or result of any such negotiation or IDR process. Employer agrees that its exclusive liability, and agreement to hold BCBSF or its Designated Agent harmless, for any and all claims amounts that are not reimbursed by any Stop -Loss Insurance carrier that is not affiliated with BCBSF or its Designated Agent includes any additional claims amount that may result from BCBSF's or its Designated Agent's administration of any participating or non -contracting provider negotiation or IDR process described in this Section. Notwithstanding anything herein to the contrary, the member's liability for benefit year