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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />updated from time to time. For passcode access, Administrator will provide a passcode to a User upon the
<br />User's request through Administrator's system for access to the Portal. Client is responsible for all uses of the
<br />passwords and passcodes, whether or not authorized by Client. Client is responsible for maintaining the
<br />confidentiality of the passwords and passcodes and ensuring that the Users also maintain such confidentiality.
<br />Client agrees to immediately notify Administrator of any unauthorized use of a password or passcode of which
<br />Client becomes aware or has a reasonable basis to believe to have occurred. Client shall indemnify, defend
<br />and hold harmless Administrator and its Representatives from and against all Losses resulting from, arising
<br />out of or relating to any unauthorized use or access, except where such Losses result solely from the willful
<br />or intentional act or misconduct or negligence of Administrator. To amend the list of Users, Client must notify
<br />Administrator in writing of such amendment(s). Within one (1) business day after the business day on which
<br />Administrator receives such amendment(s) in writing from Client, Administrator will deactivate the
<br />password(s) issued to any deleted User(s) and will activate and issue new password(s) for any new User(s)
<br />identified by Client. Notwithstanding anything in this Agreement to the contrary, Administrator shall not (and
<br />Client acknowledges and understands that Administrator shall not) be liable or otherwise held responsible for
<br />fraudulent Prescription Drug Claims submitted by any Member, other third party acting or purporting to act
<br />on any Member's behalf or any unauthorized party using any Member's prescription drug card, information
<br />or otherwise.
<br />D. Client expressly understands, acknowledges and agrees that any and all information, data, documentation or
<br />software disclosed by Administrator and/or PBM in the course of conducting its business and performing
<br />administrative and related services for Members and/or Client are confidential and proprietary to, and a
<br />valuable trade secret of, Administrator and/or PBM and that any disclosure or unauthorized use - that is, any
<br />use other than to evaluate Administrator's performance under this Agreement - will cause irreparable harm
<br />and damage to Administrator and/or PBM. Client shall not, directly or indirectly, release or disclose or
<br />otherwise use or attempt to use any patient -specific prescription information, trade secrets, proprietary
<br />software and technical processing, financial, pricing or other confidential information of Administrator and/or
<br />PBM obtained by Client from Administrator and/or PBM (regardless of the reason such information was
<br />provided or obtained) to any other party or for the benefit of any other party without the prior written consent
<br />of Administrator and/or PBM.
<br />E. Client expressly represents and warrants that (i) it has provided notice to its employees and their dependents
<br />regarding participation in the Plan and Client's disclosure or anticipated disclosure of employee or dependent
<br />confidential information, including, without limitation, Client Data, to Administrator in connection with the
<br />Plan and applicable law, and (ii) it has obtained all required rights, approvals, licenses, consents and/or other
<br />approvals or authorizations (either in writing or through opt -out procedures) from each Primary Member or,
<br />if applicable, each dependent Member or other applicable party, regarding such disclosures to Administrator
<br />for purposes of this Agreement and the services provided to Client and Members hereunder, and relating to
<br />the use and disclosure of information by Administrator or other applicable parties, including without limitation
<br />PHI under HIPAA as permitted under this Agreement or as otherwise reasonably necessary to effect and/or
<br />carry out the purposes and intent of this Agreement and the services to be performed and rendered by
<br />Administrator, PBM, Client or other applicable third parties with respect to this Agreement. Client shall be
<br />responsible for the accuracy, quality, and legality of all Client Data and the means by which Administrator
<br />acquires such data. Further, to the extent applicable, Client hereby authorizes PBM to contract with
<br />pharmaceutical companies for Rebates as a group purchasing organization for the Plan. PBM and/or
<br />Administrator may use, disclose, reproduce or adapt information obtained in connection with this Agreement,
<br />including Prescription Drug Claims and eligibility information, which is not identifiable on a Member basis.
<br />PBM and/or Administrator shall maintain the confidentiality of this information to the extent required by
<br />applicable law, and may not use the information in any way prohibited by applicable law.
<br />F. Should Client identify erroneous, mistaken or incorrect Prescription Drug Claims payments made by
<br />Administrator, refunds in the amount of any such erroneous Prescription Drug Claims payments to Client shall
<br />be made by Administrator within thirty (30) days after the Claim has been reprocessed, following receipt by
<br />Administrator of written notice from Client identifying such errors and providing reasonable supporting
<br />documentation. Client acknowledges, covenants and agrees that such refunds made by Administrator as
<br />provided in this Article IILF shall be the sole and exclusive remedy of Client and any Member against
<br />Administrator, its Representatives or any third party (including PBM) resulting from any such erroneous,
<br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY
<br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEF I`S
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