2017-383-E HR - Envision Pharmaceutical Services, LlC to provide claims admin and parmacy benefit services

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DocuSign Envelope ID: 57C7A907-5B58-49D3-A739-6F02F5DAADB5 from doing so;(ii)Vendor promptly responds to reasonable requests for information from United;(iii)Vendor agree to the continued application of the Agreement's terms, as amended and as applicable; and (iv) United determines that continuation of the Agreement will not harm United's interests. The Parties agree United reserves the right to request modification or addition of terms to address United's reasonable concerns prior to extending any of the Agreement and the Parties agree to work without undue delay to attempt to reach agreement on any such modifications. For purposes of this Agreement,the term"Change of Control" shall mean the acquisition following the date hereof by one of more related third parties of at least fifty percent(50%)of the voting securities of Vendor or the contractual right to direct the voting power of at least fifty percent(50%)of the voting securities of Vendor. The Parties agree that failure to provide notice to United of a Change of Control in violation of this Agreement is a breach of the Agreement. Conclusion of Services: This Agreement shall terminate at the earliest of: (i) the conclusion of the Services, (ii) immediately upon written notification due to breach, subject to a cure period solely at United's sole discretion(iii) upon at least thirty(30) days written notification by either party if termination is without cause, (iv)termination of the relationship between Employer and Vendor,or(v)termination of the relationship between United and Employer. At the conclusion of the Services, Vendor shall either relinquish to United or destroy (with such destruction to be certified to United) all Proprietary Information. Notwithstanding the foregoing, except in case of Vendor's breach, and subject to its obligations of confidentiality, to the extent return or destruction is infeasible, Vendor may retain copies of documents containing Proprietary Information for archival purposes that may be stored in back up media or other electronic data storage systems and to defend its work product and in such case, Vendor acknowledges and agrees that, so long as it retains any of the Proprietary Information, it shall be subject to the obligations set forth herein, including without limitation indemnification obligations, and the Proprietary Information's use shall be strictly limited to those uses which make the destruction or return infeasible or for limited uses as described above. In case of Vendor's breach,no Proprietary Information may be retained except to the extent United may approve in writing,subject to any additional reasonable assurances and/or protections,at United's sole discretion. Breach: If during the course of the Services it is discovered that this Agreement has been breached by Vendor then all Confidential Information shall be relinquished to United upon demand. Indemnification: Vendor agrees to indemnify and hold harmless United with respect to any claims and any damages caused by Vendor's breach of this Agreement and/or resulting from Vendor's Systems access, if such access has been granted. Anti-trust Statement: Vendor represents and warrants that, as applicable, any treatment or use of Confidential Information provided to them by United under this Agreement will be done in a manner that complies with the"safe harbor"method specified in the joint DOJ/FTC Statements of Health Care Antitrust Enforcement Policy, Statement 6, "Statement of Department of Justice And Federal Trade Commission Enforcement Policy on Provider Participation in Exchanges of Price and Cost information, and related guidance issued by either the Federal Trade Commission or the Department of Justice". This term applies to all of United's Confidential Information including but not necessarily limited to network provider discounts, allowable amounts,and contracted rates of reimbursement to a specific provider for a specific service. Governing Law. This Agreement is governed by ERISA and,if applicable,the laws of the State of North Carolina. This provision shall survive the termination of this Agreement. Parties shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.).Any violation of this requirement is a breach of the Agreement and Employer may immediately terminate this Agreement without further obligation on part of the Employer. This paragraph does not limit, and is not intended to limit the definition of breach to discrimination. By executing this Agreement, United and Vendor affirm that they are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Survival: The requirement to treat all Confidential Health Information as Confidential Information hereunder shall survive the termination of this Agreement. The requirement to treat all Proprietary Information as Confidential Information under this Agreement shall remain in full force and effect so long as any Proprietary Information remains commercially valuable, confidential, proprietary and/or trade secret, but in no event less than a period of three(3)years from the date of the Services. 4