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DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289
<br /> consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judo ent with respect
<br /> to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an
<br /> unconditional release of the Indemnified Party from all liability arising out of such claim, and does not contain any
<br /> equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the
<br /> Indemnified Party or any of its respective affiliates.
<br /> 7. PROPRIETARY INFORMATION
<br /> In connection with the performance of Services under this Agreement, each party may disclose to the other certain
<br /> confidential information concerning the disclosing party's business, including confidential information that may
<br /> have been disclosed prior to execution of this Agreement, regardless of whether such information is marked or
<br /> otherwise designated "confidential" or "proprietary," and regardless of whether such information is furnished in
<br /> oral, written, or electronic form ("Proprietary Information"). The parties recognize and agree that any such
<br /> Proprietary Information shall remain the exclusive property of the disclosing party and shall not be used or disclosed
<br /> for any purpose other than as contemplated by this Agreement. By disclosing Proprietary Information,neither party
<br /> shall be deemed to have waived any copyright,trademark or patent right that it,its parent, subsidiary or affiliate,may
<br /> have. In the event that the receiving party is requested, or required by applicable law, regulation or legal process, to
<br /> disclose any Proprietary Information of the disclosing party, the receiving party agrees that it will provide the
<br /> disclosing party with prompt notice of such request or requirement and reasonable cooperation in order to enable
<br /> the disclosing party to seek an appropriate protective order or take such other steps as it deems reasonably
<br /> necessary. This section shall not apply to any information which the receiving party can demonstrate (a) was already
<br /> available to the public at the time of disclosure, or subsequently became available to the public, other than by breach
<br /> of this Agreement, (b) was available to the receiving party on a nonconfidential basis prior to its disclosure by the
<br /> disclosing party, (c) becomes available to the receiving party on a nonconfidential basis from a person other than the
<br /> disclosing party who is not otherwise bound by a confidentiality agreement with the disclosing party, or is otherwise
<br /> not under an obligation to the disclosing party or any of its representatives not to transmit the information to the
<br /> receiving party, or(d) was independently developed or discovered by the receiving party.
<br /> 8. MISCELLANEOUS
<br /> 8.1 Compliance with Laws. Each party shall comply with all applicable federal, state and local laws and
<br /> regulations relating to performance under this Agreement including, without limitation, all applicable privacy laws.
<br /> Magellan further agrees it will not discriminate against any Participant or applicant for employment because of race,
<br /> color,religion,gender,national origin,ancestry,marital status,sexual orientation,age,disability or other protected class.
<br /> Magellan will reasonably accommodate Participants seeking Services.
<br /> 8.2 Fiduciary Status. To the extent that any Services hereunder are governed by ERISA, Magellan shall be a
<br /> fiduciary, within the meaning of ERISA, of the applicable group health plan. Such fiduciary status, however, is
<br /> limited to the responsibilities specified in this Agreement. Magellan is not intended to be and shall not be the plan
<br /> administrator,within the meaning of ERISA,of such group health plan.
<br /> 8.3 Status of the Parties. Magellan and Sponsor agree that they are independent contractors and neither
<br /> Magellan nor Sponsor is the agent of the other, nor is either party authorized to act on behalf of the other in any
<br /> manner.
<br /> 8.4 Third Party Beneficiaries. The parties have not created and do not intend to create by this Agreement any
<br /> enforceable rights in any Participant,provider, or other person not a party to this Agreement.
<br /> 8.5 Survival. Any terms of this Agreement that by their nature extend beyond their expiration or termination shall
<br /> remain in effect until fulfilled. No confidentiality or indemnification obligation contained in this Agreement shall be
<br /> affected by expiration or termination of this Agreement. This Agreement shall bind the parties and their legal
<br /> representatives,successors,heirs and assigns.
<br /> 2016MM
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