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Section 10.2 Access to Information.If Customer needs information in United's possession for purposes other than <br /> an audit,but in order to administer the Plan,United will provide Customer access to that information,if it is legally <br /> permissible, the information relates to United's services under this Agreement, and Customer gives United <br /> reasonable advance notice and an explanation of the need for such information. <br /> Customer represents that it has reasonable procedures in place for handling PHI, as required by law. Customer will <br /> only use or disclose PHI to administer the Plan, to perform under this Agreement, or as otherwise permitted under <br /> this Agreement. <br /> United will provide information only while this Agreement is in effect and for a period of six (6) months after the <br /> Agreement terminates, unless Customer demonstrates that the information is required by law or for Plan <br /> administration purposes. <br /> United also will provide reasonable access to information to an entity providing Plan administrative services to <br /> Customer, such as a consultant or vendor, if Customer requests it. Before United provides PHI to that entity, the <br /> parties must sign a mutually agreed-upon confidentiality agreement, and the parties must agree as to what <br /> information is minimally necessary to accomplish the Plan administrative service. <br /> Section 10.3 Audits. During the term of the Agreement, and at any time within six (6) months following its <br /> termination, Customer or a mutually agreeable entity may audit United once each calendar year to determine <br /> whether United is fulfilling the terms of this Agreement. Prior to the commencement of this audit, United must <br /> receive a signed,mutually agreeable confidentiality agreement. <br /> Without limiting the foregoing, with respect to audits regarding the payment of Rebates by pharmaceutical <br /> manufacturers, the audit must be conducted solely by a"big four"public accounting firm that maintains a separate <br /> and stand-alone audit department and is not providing support in conjunction with any litigation pending against <br /> United or its affiliates. However,if no"big four"public accounting firm is qualified to perform the audit due to the <br /> above requirements,another mutually agreeable firm meeting such requirements may be used. <br /> Customer must advise United in writing of its intent to audit. The place, time, type, duration, and frequency of all <br /> audits must be reasonable and agreed to by United. All audits will be limited to information relating to the calendar <br /> year in which.the audit is conducted, and/or the immediately preceding calendar year. With respect to United's <br /> transaction processing services, the audit scope and methodology will be consistent with generally acceptable <br /> auditing standards,including a statistically valid random sample or other acceptable audit technique as approved by <br /> United("Scope"). <br /> Customer will pay any expenses that it incurs in connection with the audit. In addition, Customer will be charged a <br /> reasonable per claim charge and a$1,000 charge per day for audits outside of the following parameters: (1) more <br /> than one audit per calendar year; (2) any on-site audit visit that is not completed within five (5) business days; (3) <br /> sample sizes exceeding the Scope specified above; or (4) any audit initiated after this Agreement has terminated. <br /> The additional fees cover the additional resources,facility fees, and other incremental costs associated with an audit <br /> that exceeds the Scope. <br /> In addition to Customer's expenses and any applicable fees, Customer will also pay any extraordinary expenses <br /> United incurs in connection with the audit. For any audit initiated after this Agreement is terminated,Customer will <br /> pay all expenses incurred by United. <br /> Customer will provide United with a copy of any audit reports within thirty(30) days after Customer receives the <br /> audit report(s)from the auditor. <br /> Section 10.4 Proprietary Business Information. Each party will limit the use of the other's Proprietary Business <br /> Information to only the information required to administer the Plan, to perform under this Agreement, or as <br /> otherwise permitted under this Agreement. Neither party will disclose the other's Proprietary Business Information <br /> to any person or entity other than to the disclosing party's employees, subcontractors, or authorized agents needing <br /> access to such information to administer the Plan,to perform under this Agreement,or as otherwise permitted under <br /> this Agreement, except that United's Financial PBI cannot be disclosed by Customer to any third party without <br /> United's express written consent. This provision shall survive the termination of this Agreement. <br /> 11 <br />