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DocuSign Envelope ID: 57C7A907-5B58-49D3-A739-6F02F5DAADB5
<br /> use of Pharmacy Confidential Information. Pharmacy Confidential Information may not be used or disclosed except
<br /> as specifically allowed by this Agreement. United and Employer acknowledge and agree that certain Pharmacy
<br /> Confidential Information may be disclosed to other bidders in a Request for Proposal ("RFP") or Request for
<br /> Information("RFI"), or other similar situation, at the individual claim level solely for the purpose of allowing such
<br /> bidders to model the Employer's prescription experience to submit a proposal. Provided, however,that in no event
<br /> shall Pharmacy Confidential Information financial fields be released in combination with Pharmacy Confidential
<br /> Information provider fields to any third party(defined as any entity not a Party to this Agreement), including such
<br /> bidders, or to the Employer, without United's prior written consent on a case by case basis. Obtaining United's
<br /> consent may, at United's sole discretion, require the execution of an additional non-disclosure agreement by the
<br /> intended data recipient or confirmation that the data recipient already has sufficient confidentiality obligations to
<br /> United to protect the data requested. Pharmacy Confidential Information financial fields include,but are not limited
<br /> to, Ingredient Cost Paid, Ingredient Cost Submitted, Dispensing Fee Paid, Flat Sales Tax Amount Paid, Amount
<br /> Attributed to Provider Selection, Total Amount Paid by All Sources, Cost Difference Amount and Amounts
<br /> Attributed to Product Selection/Brand Drug. Pharmacy Confidential Informration provider fields include, but are
<br /> not limited to, all versions/variations of the Pharmacy ID Number/Name (including Service Provider ID, Service
<br /> Provider Chain Code,Pharmacy Name and Claim Pricing Used Indicator).
<br /> Employer Access to Confidential Information: Vendor will provide to Employer Confidential Information
<br /> requested by a person designated in writing by Employer to receive Confidential Information, and Employer agrees
<br /> it will: (a) receive the Confidential Information as Plan Administrator and use same for the limited purpose of
<br /> satisfying its fiduciary obligation with respect to its administration of the Plan as required under ERISA; (b)comply
<br /> with all applicable laws and/or regulations for any Confidential Information it receives including,but not limited to,
<br /> the amendment of any Plan documents in accordance with the Privacy Rule; and (c) not provide access to the
<br /> Confidential Infounation to any employee, agent or other designee other than an employee, agent or designee
<br /> designated by Employer in writing to participate in the activities described herein.
<br /> Public Records Laws: While all parties recognize and adhere to North Carolina's public records law, set forth at
<br /> Chapter 132 of the North Carolina General Statutes,Employer and Vendor understand and acknowledge that United
<br /> deems the Proprietary Information as commercially valuable, confidential, proprietary and trade secret information
<br /> in accordance with applicable state and federal open and public records law. Consequently, Employer and Vendor
<br /> understand and acknowledge that the Proprietary Information will not be released without the prior consent of
<br /> United.
<br /> In the event Proprietary Information is the subject of a legitimate disclosure request under the public records laws or
<br /> similar applicable public disclosure laws governing this Agreement, Employer shall notify United in writing within
<br /> three (3) days of the Employer's receipt of any such request for the Proprietary Information under the applicable
<br /> public records act. Failure to provide such notice to United shall constitute a material breach of this Agreement.
<br /> Such written notice shall, at a minimum,include a copy of the request for the Proprietary Information. If a request is
<br /> made for the Proprietary Information, Employer and Vendor will give United ten (10) days notice, if not directly
<br /> contrary to applicable law, to process the request and seek the necessary injunction to prevent such release of
<br /> Proprietary Information. Employer shall cooperate with United if United chooses to object to any such requests for
<br /> Proprietary Information. In such event where United requests Employer to hold such requested Proprietary
<br /> Information as confidential, and where a court of competent jurisdiction, in accordance with applicable North
<br /> Carolina law,ultimately deems such Proprietary Information to be subject to public record disclosure,United agrees
<br /> to indemnify and hold harmless Employer and each of its officers, employees, and agents from all costs, damages,
<br /> and expenses incurred in cooperating with United's objection to a request for Proprietary Information. Any such
<br /> indemnification shall be implemented on a proportional basis to the Proprietary Information at issue, considering
<br /> that information which was judicially deemed subject to public disclosure and that deemed to be confidential.
<br /> Change of Control of Vendor: In the event of an anticipated Change of Control of Vendor, Vendor shall notify
<br /> United at least thirty days in advance, if legally permissible, or within 24 hours after such Change of Control if
<br /> otherwise legally prohibited from providing advanced notice. Upon any notification of Change of Control,United may
<br /> immediately terminate the Agreements by providing notice to Vendor, and,notwithstanding anything to the contrary in
<br /> this Agreement,regarding post-termination use of Confidential Information Vendor shall,at United's option,promptly
<br /> and without undue delay return or destroy(with such destruction to be certified to United,if requested)all Confidential
<br /> Information,retaining no copies. United may, at its sole option, extend the Agreement by notifying Vendor,provided,
<br /> however,that(i)United received reasonable prior notice of the Change of Control,unless Vendor is legally prohibited
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