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Section 12—Taxes And Assessments
<br /> Section 12.1 Payment of Taxes and Expenses. In the event that any Taxes are assessed against United as a claim
<br /> administrator in connection with United's services under this Agreement, including all topics identified in Section
<br /> 12.3 Customer will reimburse United through the Bank Account for Customer's proportionate share of such Taxes
<br /> (but not Taxes on United's net income).United has the authority and discretion to reasonably determine whether any
<br /> such Tax should be paid or disputed. Customer will also reimburse United for a proportionate share of any cost or
<br /> expense reasonably incurred by United in disputing such Tax,including costs and reasonable attorneys'fees and any
<br /> interest, fines, or penalties relating to such Tax, unless caused by United's unreasonable delay or unreasonable
<br /> determination to dispute such Tax.
<br /> Section 12.2 Tax Reporting.In the event that the reimbursement of any benefits to Participants in connection with
<br /> this Agreement is subject to Plan or employer based tax reporting requirements, Customer agrees to comply with
<br /> these requirements.
<br /> Section 12.3 State and Federal Surcharges, Fees and Assessments. The Plan is responsible for state or Federal
<br /> surcharges, assessments, or similar Taxes imposed by governmental entities or agencies on the Plan or United,
<br /> including, but not limited to, those imposed pursuant to The Patient Protection and Affordable Care Act of 2010
<br /> ("PPACA"), as amended from time to time. This includes the funding,remittance and determination of the amount
<br /> due for PPACA required taxes and fees.
<br /> Section 13—Indemnification
<br /> Section 13.1 Customer Indemnifies United. Customer will indemnify and hold United harmless to the extent
<br /> provided by North Carolina law against any and all losses, liabilities,penalties,fines,costs,damages, and expenses,
<br /> United incurs, including reasonable attorneys' fees, which arise out of(i) Customer or its vendors', subcontractors'
<br /> or authorized agents' gross negligence or willful misconduct in the performance of Customer or its vendors',
<br /> subcontractors' or authorized agents' obligations under this Agreement or any other agreements entered into with
<br /> such third parties on Customer's behalf(ii) Customer's material breach of this Agreement(iii)a breach of any other
<br /> agreements United enters into with such third parties on Customer's behalf, all as determined by a court or other
<br /> tribunal having jurisdiction of the matter(iv) third party claims brought against United as the claims administrator
<br /> (e.g. a claim raised by the federal government based on the federal Medicare Secondary Payor laws). This provision
<br /> shall survive the termination of this Agreement.
<br /> Section 13.2 United Indemnifies Customer.United will indemnify Customer and hold Customer harmless against
<br /> any and all losses,. liabilities, penalties, fines, costs, damages, and expenses, that Customer incurs, including
<br /> reasonable attorneys'fees,which arise out of(i)United or its vendors' gross negligence or willful misconduct in the
<br /> performance of United or its vendors',subcontractors' or authorized agents' obligations under this Agreement or(ii)
<br /> United's material breach of this Agreement, all as determined by a court or other tribunal having jurisdiction of the
<br /> matter. Notwithstanding the foregoing, Customer will remain responsible for payment of benefits and United's
<br /> indemnification will not extend to indemnification of Customer or the Plan against any claims, liabilities,damages,
<br /> judgments or expenses that constitute payment of Plan benefits. This provision shall survive the termination of this
<br /> Agreement.
<br /> Section 14—Plan Benefits Litigation
<br /> Section 14.1 Litigation Against United. If a demand is asserted, or litigation or administrative proceedings are
<br /> begun by a Participant or healthcare provider against United to recover Plan benefits related to its duties under this
<br /> Agreement("Plan Benefits Litigation"),United will select and retain defense counsel to represent its interest.
<br /> Section 14.2 Litigation Against Customer. If Plan Benefits Litigation is begun against Customer and/or the Plan,
<br /> Customer will select and retain counsel to represent its interest.
<br /> Section 14.3 Litigation Against United and Customer. If Plan Benefits Litigation is begun against the Plan and
<br /> United jointly,and provided no conflict of interest arises between the parties, the parties may agree to joint defense
<br /> counsel. If the parties do not agree to joint defense counsel, then each party will select and retain separate defense
<br /> counsel to represent their own interests.
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