2017-528-E HR - Envision Pharmaceutical Services, LLC for pharmacy benefits

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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A conduct a credit check of Plan Sponsor. If such credit check reasonably indicates that Plan Sponsor is not financially viable, Envision may require Plan Sponsor to deposit with Envision a reasonable amount to ensure the timely payment of future invoices. 5.7 Financial Audit by Plan Sponsor: Plan Sponsor may, at its sole expense, conduct a financial audit of Envision's records related to the adjudication of Plan Sponsor's Claims for any complete Contract Year hereunder and is limited to one audit per audit scope. Envision shall make financial records available to Plan Sponsor's auditor as reasonably necessary for auditor to verify the financial terms hereunder have been met. Plan Sponsor agrees to not use as its auditors, any person or entity which, in the sole discretion of Envision, is a competitor of Envision, a pharmaceutical manufacturer representative, or any other person or entity which has a conflict of interest with Envision. Plan Sponsor's auditor shall execute a conflicts of interest disclosure and confidentiality agreement with Envision prior to the audit. Audits shall only be made during normal business hours following thirty (30) days written notice, which is to include the audit scope and time period under examination, be conducted without undue interference to Envision's business activity, and be conducted in accordance with Envision's standard audit policy, a copy of which may be made available to Plan Sponsor and its auditor upon request. Plan Sponsor agrees to disclose the findings and methodologies of a completed audit, and provide Envision with a reasonable period of time to respond to such findings and methodologies, before finalizing any amounts due to Plan Sponsor. As part of the finalization process, Envision shall be permitted to use as a credit against any amounts due to Plan Sponsor, the total amount of over performance achieved by Envision for any and all financial guarantees. Upon final settlement of audit, Envision shall remit any funds agreed to be due to Plan Sponsor within thirty (30) calendar days in the form of a credit memo to Plan Sponsor. The audit provisions hereunder shall survive the termination of this Agreement for twelve (12) months following the effective date of termination. 5.8 Financial Audit by Envision: Envision may, at reasonable intervals,request Plan Sponsor to provide records for Envision's inspection which provide supporting documentation for the information contained in the Eligibility File and the data provided by Plan Sponsor (or its designate) upon which the financial terms herein were based. Plan Sponsor agrees to provide such supporting documentation to Envision within ten (10) business days of such request. In addition, and if warranted, Envision may, at its own expense, inspect and audit, or cause to be inspected and audited, once annually,the books and records of Plan Sponsor directly relating to the existence and number of Covered Individuals. Audits shall only be made during normal business hours following thirty (30) days written notice, be conducted without undue interference to Plan Sponsor's business activity, and in accordance with reasonable audit practices. Envision agrees to execute a confidentiality agreement with Plan Sponsor prior to the audit. 6. TERM AND TERMINATION 6.1 Term: The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial term of three (3) years ("Initial Term") unless earlier terminated as provided herein. Upon the expiration of the Initial Term, and each subsequent renewal term, this Agreement may be renewed by a written amendment signed by authorized Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 13 of 41