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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A <br /> by Plan Sponsor via Envision's website. Plan Sponsor agrees, for itself and its employees, that <br /> PHI shall not be used for any impermissible purpose, including, without limitation, the use of <br /> PHI for disciplinary or discriminatory purposes, and any user names and passwords assigned to <br /> designated individuals shall not be shared with non-designated individuals. In addition, Plan <br /> Sponsor, for itself and its Covered Individuals, authorizes Envision to use and share PHI as <br /> necessary to carry its obligations hereunder. Envision and Plan Sponsor shall execute a HIPAA <br /> Business Associate Agreement. <br /> 8. INDEMNIFICATION <br /> 8.1 Limited Indemnification by Envision: Envision hereby agrees to indemnify, hold <br /> harmless, and defend Plan Sponsor and its employees, officers, directors, trustees, shareholders, <br /> and agents from and against any and all liabilities, actions, damages, costs, losses and expenses <br /> (including without limitation, reasonable costs of investigation and attorneys' fees) incurred in <br /> connection with any and all third party claims which were caused by or arising out of(i) any act <br /> or omission by Envision in the performance of the services provided under this Agreement; or <br /> (ii) any breach of any representation, covenant,,or other agreement of Envision contained in this <br /> Agreement. <br /> 8.2 Disclaimer of Responsibility by Plan Sponsor: Plan Sponsor agrees that it shall not hold <br /> Envision responsible, nor shall Envision be liable to Plan Sponsor, for any liabilities, actions, <br /> claims, damages, costs, losses and expenses (including without limitation, reasonable costs of <br /> investigation and attorneys' fees) caused by or arising out of(i) the provision by Plan Sponsor or <br /> its designee of erroneous information; or (ii) Plan Sponsor's failure to comply with state or <br /> federal law in the operation of its Benefit Plan. <br /> 8.3 Limitation of Liability: Except in the case of fraud, the rights of the parties hereto for <br /> indemnification relating to this Agreement or the transactions contemplated hereby shall be <br /> strictly limited to those contained in this Section 8, and such indemnification rights shall be the <br /> exclusive remedies of the parties with respect to any matter arising under or in connection with <br /> this Agreement. To the extent allowable by North Carolina law, and notwithstanding the <br /> indemnification obligations set forth above (i) each party's liability to the other hereunder will in <br /> no event exceed the actual proximate losses or damages caused by breach of this Agreement; and <br /> (ii) in no event will either party or any of their respective affiliates, directors, employees or <br /> agents, be liable for any indirect, special, incidental, consequential, exemplary or punitive <br /> damages, or any damages for lost profits relating to a relationship with a third party, however <br /> caused or arising, whether or not they have been infoiiiied of the possibility of their occurrence. <br /> 8.4 Survival: This Section 8 shall survive the expiration or termination of this Agreement for <br /> any reason. <br /> 9. RELATIONSHIP WITH CONTRACTED PHARMACIES <br /> Plan Sponsor acknowledges that Envision is neither an operator of pharmacies nor exercises <br /> control over the professional judgment used by any pharmacist when dispensing drugs or <br /> medical supplies to Covered Individuals. Nothing in this Agreement shall be construed to usurp <br /> \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 16 of 41 <br />