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

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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A effective date of termination. Envision reserves the right to suspend advancing Manufacturer Derived Revenue to Plan Sponsor upon Plan Sponsor's notification of termination. In the event that Plan Sponsor terminates this Agreement prior to completion of the Initial Term, Plan Sponsor shall refund any prorated amounts outstanding for any amount of money that Envision has funded to or on behalf of Plan Sponsor, including but not limited to allowances, credits and fees as set forth herein. 7. CONFIDENTIAL INFORMATION 7.1 Confidentiality: Except as otherwise stated herein or required by law, neither party hereto shall disclose any information of, or concerning the other party which has either been provided by one party to the other or obtained by a party in connection with this Agreement (including this Agreement and the terms of this Agreement) or related to the services rendered under this Agreement, all of which information is deemed confidential information. All data, information, and knowledge supplied by a party hereto shall be used by the other party exclusively for the purposes of performing this Agreement. Upon termination of this Agreement, each party shall return to the other party, or destroy (if such destruction is certified) all confidential information provided including, without limitation, all copies and electronic magnetic versions thereof. Notwithstanding any of the foregoing to the contrary, "confidential information" shall not include any information which was known by a party prior to receiving it from the other party, or that becomes rightfully known to a party from a third party under no obligation to maintain its confidentiality, or that becomes publicly known through no violation of this Agreement. Envision understands Plan Sponsor is subject to North Carolina's public records law, set forth at Chapter 132 of the North Carolina General Statutes. In the event confidential information is the subject of a legitimate disclosure request or other similar applicable public disclosure laws governing this Agreement, Envision agrees to indemnify and hold harmless Plan Sponsor and each of its officers, employees, and agents from all costs, damages, and expenses incurred in connection with a refusal to disclose any material which Envision has designated confidential information. Notwithstanding the foregoing, in the event that either party or any of its representatives become legally compelled by deposition, interrogatory,request for documents, subpoena, exchange rule, civil investigative demand or similar process to disclose any of the confidential information, the receiving party shall (a)take all reasonable steps to preserve the privileged nature and confidentiality of the confidential information, including requesting that the confidential information not be disclosed to non-parties or the public, (b)provide the disclosing party with prompt written notice of such requirement prior to disclosure so that the disclosing party may seek, at its sole cost and expense, a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement, and (c) cooperate with the disclosing party, at the disclosing party's sole cost and expense,to obtain such protective order. In the event that such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions hereof,the receiving party agrees to furnish only that portion of the confidential information that is advised by counsel (which may be in-house counsel)to be legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such confidential information. 7.2 Protected Health Information: Plan Sponsor will have access to Protected Health Information (PHI) (as defined by HIPAA) contained in reports provided by Envision or accessed Wass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 15 of 41