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VII. ACKNOWLEDGEMENT OF PURPOSE OF DATA
<br /> Pursuant to 45 C.F.R. §149.40(fi�(4)(ii), HCSC acknowledges that information it provides to
<br /> Employer pursuant to this Agreement may be used by Employer for the purpose of obtaining
<br /> federal funds.
<br /> VIII. APPEALS
<br /> In the event that HHS makes an adverse determination with respect to Employer's ERR
<br /> Program eligibility or application, any ERR Program reimbursement or payment, or other
<br /> similar determination, HCSC shall not be responsible for any procedural or substantive
<br /> activities associated with Employer's appeal rights described in 45 C.F.R. §149.500 et seq.
<br /> HCSC will provide Employer with reasonable access to information that Employer may need to
<br /> exercise its appeal rights, but Employer shall be solely responsible for submitting any request
<br /> for reconsideration, request for informal hearing, request for review by the DHHS Secretary, or
<br /> request for reopening in accordance with such appeal rights.
<br /> IX. INDEMNIFICATION
<br /> Employer agrees to indemnify, defend (at HCSC's request) and hold harmless HCSC and its
<br /> agents, officers, employees, directors and subcontractors, against any loss, cost, suit, claim,
<br /> ,
<br /> dama e liabilit or ex ense includin reasonable attorne s fees arisin out of n
<br /> g , y p , g y , g a y audit,
<br /> investigation, subpoena, investigative demand, action, proceeding, liability, judgment
<br /> settlement, or inquiry by HHS or any other government agency or entity or any other person or
<br /> entity relating to Employer's participation in the ERR Program, except for claims arising from
<br /> HCSC's negligence, wiltful misconduct, or material breach of this Agreement.
<br /> X. LIMITATION OF LIABILITY
<br /> HCSC shall not be liable to Employer for any action taken by HHS with respect to Employer's
<br /> ERR Program application, or for any ERR Program amounts that are not paid by HHS, or that
<br /> HHS recoups for any reason, or with respect to any appeals that Employer may file under the
<br /> ERR Program. Under no circumstances shall HCSC be liable for any loss, liability, damages,
<br /> penalties and expenses, including attorneys' fees, or other cost or obligation resulting from or
<br /> arising out of claims, lawsuits, demands, settlements or judgments with respect to this
<br /> Agreement, except for claims arising from HCSC's negligence, willful misconduct, or material
<br /> breach of this Agreement.
<br /> XI. STANDARD OF CARE, COOPERATION AND REGULATORY CHANGES
<br /> A. Standard of Care. The parties recognize that the ERR Program and the ERR Program
<br /> Requirements and procedures are complex, and that subsequent administrative guidance
<br /> or requirements from HHS may materially alter the scope of services or manner in which
<br /> the services contemplated by this Agreement are to be provided. In light of these factors,
<br /> HCSC will make a good faith effort to compile and provide complete and accurate
<br /> information in accordance with its best understanding and interpretation of the ERR
<br /> Program Requirements, as they may be modified from time to time.
<br /> 1. Data Obtained from Third Parties. In satisfying its obiligations under this Agreement,
<br /> HCSC may utilize and/or obtain and/or provide data that is developed and maintained
<br /> by third parties with which it contracts, including, but not limited to, Prime Therapeutics,
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