2017-640-E HR - Flexible Benefits Administrators, Inc. (FBA) to authorize FBA to work directly with Delta Dental

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DocuSign Envelope ID:B156146B-0400-4433-84BD-A56E1DCE5DA7 1 n1(14111 IQ7�I I�Daly�`I I�+��1 VENDOR AUTHORIZATION AGREEMENT This AGREEMENT is effective on JULY 13, 2017 among DELTA DENTAL OF NORTH CAROLINA, including its affiliates and/or subsidiaries, hereinafter referred to as Delta Dental, and ORANGE COUNTY, hereinafter referred to as the Employer, and FLEXIBLE BENEFIT ADMINISTRATORS, hereinafter referred to as the Vendor(collectively referred to as "Parties"). RECITALS WHEREAS, Delta Dental has entered in to an agreement with Employer pursuant to which Delta Dental provides claim administration services to an employee welfare benefit program sponsored by the Employer(the "Plan"); and WHEREAS,the Employer has, pursuant to an agreement between the Vendor and the Employer (the "Vendor Agreement"), requested the Vendor to perform certain services on its behalf ("Services"); and WHEREAS, the Employer has instructed Delta Dental to make certain specified claim and/or eligibility information available to the Vendor to assist Vendor in the Services, and/or has instructed the Vendor to provide certain claim and/or eligibility information to Delta Dental (the "Data"); and WHEREAS, the Plan is an employee welfare benefit plan and the Employer has made the requests and provided the instructions referred to above in its capacity as Plan Administrator; and WHEREAS, each party recognizes the legitimate interests of the other parties in maintaining the confidentiality of their Data, protecting the proprietary nature of their systems and processes, preserving their business reputation, avoiding unnecessary disruption of their claim administration, and protecting themselves from legal liability; and WHEREAS, the Parties are willing to make the Data available in accordance with the request of the Employer upon the condition that the other Parties provide proper assurances, including assurances of protection against claims or liability arising out of the performance of the Services or release of the Data to other Parties; and WHEREAS,the Parties are willing to make such assurances as are expressly provided herein; NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants set forth in this Agreement,the Parties agree as follows: 1. Employer represents that it has the authority to authorize the release of the Data as directed herein. 2. The Data contains protected health information of the individuals covered by the healthcare benefit plan sponsored by Employer, as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as well as proprietary business information of Delta Dental. The Parties agree that they will use the Data in accordance with this Agreement, and Vendor agrees that it will use the P:ALegal\CTS\DDNCAORANGE COUNTY-FLEXIBLE BENEFIT ADMINISTRATORS Vendor Authorization Agreement(govenimental entity)(7-13-2017).doc