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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK determined by binding arbitration conducted by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (the "Rules"), and to the extent applicable, the United States Federal Arbitration Act. The arbitration shall be heard by one arbitrator to be selected in accordance with the Rules, with venue in Indian River County, Florida. The language to be used in the arbitration proceeding shall be English. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on all parties. Notwithstanding anything to the contrary, the Parties shall retain the right to seek injunctive and equitable relief for breaches of confidentiality and the payment of money, and those claims shall be brought in the federal courts sitting in Indian River County, Florida, and the Parties hereby irrevocably and unconditionally consent to personal jurisdiction of such courts and venue in the federal courts sitting in Indian River County, Florida in any such action for injunctive relief or equitable relief. D. Entire Agreement; Construction. 1. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes any prior oral or written communication between the Parties with respect to the subject matter hereof. All Recitals to this Agreement set forth above and all exhibits and addenda attached hereto are hereby incorporated into and made a part of this Agreement. 2. In the event any provision of this Agreement shall be determined invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather this Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly; provided, that if the invalidation or unenforceability of such provision(s) shall, in the reasonable, good faith opinion of either Party, have a material adverse effect on such Party's rights or obligations under this Agreement, then the Agreement may be terminated by such Party upon thirty (30) days advance written notice by such Party to the other Party. The Parties hereto agree that no provisions of this Agreement or any related document shall be construed for or against or interpreted to the advantage or disadvantage of any Party hereto by any court or otherwise by reason of any Party's having or being deemed to have structured or drafted such provision, each Party hereby expressly acknowledging its participation and/or its right and ability to participate, in the structuring and drafting hereof. The Parties further acknowledge that: (i) this Agreement is the product of good faith, arm's length negotiations between them; (ii) such Parties possess substantially equal bargaining power; and (iii) each Party has had the opportunity to obtain the advice of legal counsel regarding the negotiations and execution of this Agreement. 4. This Agreement is not a third -party beneficiary contract, nor shall this Agreement create (or be construed or deemed to create) any rights or remedies, whether legal, equitable or otherwise, on behalf of Members or any other third parties as against Administrator. 5. This Agreement is not a contract of insurance and Administrator is not an insurer or underwriter of Client's liability under, or with respect to, the Plan. Except as otherwise provided in this Agreement, Client has and will retain the ultimate responsibility for payment of Prescription Drug Claims and other expenses under the Plan. 6. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. E. Authority; Counterparts. Each signatory to this Agreement represents and wan -ants that he/she has full corporate or company authority to sign this Agreement on behalf of his/her respective Party and to legally bind and obligate such Party by so signing. Additionally, upon such signature by such authorized signatory(ies) of Client in each signature block of this Agreement (and the Client Application and the Business Associate Agreement made a part of this Agreement), Client represents, warrants, covenants and agrees that it has the necessary power and authority, corporate, company or otherwise (and that all necessary action has 14 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEF IPS