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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />information that constitutes PHI under HIPAA) to certain vendors, consultants, brokers or other third parties
<br />in connection with Administrator's services, duties and/or obligations rendered by, or required of,
<br />Administrator under this Agreement or otherwise relating to its performance hereunder.
<br />L. Exclusivity. PBM and Administrator shall be the exclusive providers of each of the services described in this
<br />Agreement for the Plan receiving services as set forth in this Agreement, provided that PBM will be a provider
<br />of specialty products and services if Client elects an "open specialty" relationship with the PBM. Client
<br />acknowledges and agrees that it will not, directly or indirectly, engage any prescription benefit manager or
<br />other third party, to provide concurrently to Client or the Plan any service that is similar to any of the services
<br />provided by Administrator or PBM, including without limitation, retail pharmacy network contracting,
<br />pharmacy claims processing, mail pharmacy services, formulary and rebate administration services, and
<br />specialty pharmacy services to the extent an exclusive option has been selected. Client acknowledges and
<br />agrees that a breach of this Section shall be deemed a material breach of this Agreement and shall entitle PBM
<br />and Administrator to modify pricing terms of this Agreement.
<br />M. Conflict. In the event of any inconsistency or conflict between this Agreement and the Business Associate
<br />Agreement, the terms, provisions, and conditions of the Business Associate Agreement shall govern and
<br />control on issues relating to PHI.
<br />ARTICLE IX — LICENSES; INTELLECTUAL PROPERTY
<br />A. Client License Grant. Subject to the terms and conditions of this Agreement, Client hereby grants to
<br />Administrator a non-exclusive, perpetual, royalty -free license to receive, store, access, host, transmit, use,
<br />copy, reproduce, distribute, display, publish, process, reformat, reconfigure, modify, manipulate, arrange,
<br />compile, parse, aggregate, anonymize, de -identify, and create derivative works of Raw Data and Client Data
<br />as necessary or useful for (i) Administrator's provision of the Services to Client hereunder; and (ii)
<br />Administrator's creation and use of De -identified Data.
<br />B. Intellectual Property and Assets.
<br />1. Client acknowledges and agrees that Administrator (i) is and shall remain the owner of all right, title,
<br />and interest in and to the Administrator Intellectual Property; and (ii) may freely use and disclose
<br />Administrator Intellectual Property in accordance with applicable law.
<br />2. Except as otherwise set forth in this Agreement: (i) Client shall have no right, title or interest in or to
<br />any Administrator Intellectual Property or any portion(s) thereof; (ii) nothing in this Agreement shall
<br />operate or be construed as an express or implied grant, transfer, conveyance, assignment, or license
<br />to Client of any right, title, or interest in and to any Administrator Intellectual Property; and (iii) upon
<br />expiration or termination of this Agreement, Client shall immediately cease any and all further use
<br />and disclosure of the Administrator Intellectual Property, unless and until a superseding agreement
<br />is executed by the Parties. Client shall take such actions (including, without limitation, execution of
<br />affidavits or other documents) as Administrator may reasonably request, to effect, perfect, or confirm
<br />Administrator's ownership interests and other rights as set forth in this Article IX.B.
<br />3. Client shall not directly or indirectly remove, obscure, alter or otherwise modify any copyright and/or
<br />other proprietary notices placed or appearing on any Administrator Intellectual Property.
<br />ARTICLE X — ERISA, COBRA AND HIPAA DUTIES
<br />A. ERISA. If Client's offering of the Plan provided for in this Agreement constitutes part of a "welfare plan"
<br />within the meaning of Section 3(1) of ERISA, it is understood and agreed that the duties of Client and
<br />Administrator are as follows:
<br />Plan and Summary Description: It shall be the duty of Client (and not the duty of Administrator) to
<br />fiunish any Plan, summary plan description or summary of material modifications to Members and
<br />beneficiaries as required by ERISA and any regulations under it. It shall be the duty of Administrator
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<br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY
<br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS
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