R2016-136 BlueCross BlueShield Administration of Group Health Benefit Plan 2017

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and procedures, a copy of which shall be furnished to Employer upon request to Claim Administrator. The audit period will be limited to the current Agreement year and the immediately preceding Agreement year. No more than one(1)audit shall be conducted during a twelve(12)consecutive-month period, except as required by state or federal government agency or regulation. Employer and such agent that have access to the information and files maintained by Claim Administrator will agree not to disclose any proprietary information, and to hold harmless and indemnify Claim Administrator in writing of any liability from disclosure of such information by executing an Audit Agreement with Claim Administrator that sets forth the terms and conditions of the audit. Claim Administrator has the right to implement reasonable administrative practices in the administration of Claims. 7.2 Claim Administrator audits Employer. During the term of this Agreement and within one hundred eighty (180) days after its termination, Claim Administrator may, upon at least thirty(30) days prior written notice to Employer, conduct reasonable audits of Employer's membership records with respect to eligibility. SECTION 8: TERM AND TERMINATION OF AGREEMENT 8.1 Term. This Agreement will continue in full force and effect from the effective date and continue from year to year unless terminated as provided herein. 8.2 Termination. This Agreement may be terminated as follows: a. By either party at the end of any month after the end of the Fee Schedule Period indicated in the Fee Schedule specifications of the most current ASO BPA with ninety(90)days prior written notice to the other party; or b. By both parties on any date mutually agreed to in writing; or c. By either party, in the event of conduct by the other party constituting fraud, misrepresentation of material fact or material breach of the terms of this Agreement, upon written notice as provided under Section 16 below; or d. By Claim Administrator, upon Employer's failure to pay Timely all amounts due under this Agreement including, but not limited to, all amounts pursuant to and in accordance with the specifications of the Fee Schedule of the most current ASO BPA. 8.3 Notice of termination to Covered Employees. If this Agreement is terminated pursuant to this Section 8, Employer agrees to notify all Covered Employees. The parties agree that Employer will give such notice because Employer maintains direct and ongoing communication with,and maintains current addresses for,all such Covered Employees. SECTION 9: RELATIONSHIP OF PARTIES 9.1 Regarding the parties. Claim Administrator is an independent contractor with respect to Employer. Neither party shall be construed, represented or held to be an agent, partner, associate,joint venturer nor employee of the other. Further, nothing in this Agreement shall create or be construed to create the relationship of employer and employee between Claim Administrator and Employer; nor shall Employer's agents, officers or employees be considered or construed to be employees of Claim Administrator for any purpose whatsoever. 9.2 Regarding non—parties. It is understood and agreed that nothing contained in this Agreement shall confer or be construed to confer any benefit on persons who are not parties to this Agreement including, but not limited to, employees of Employer and their dependents. 9.3 Exclusivity.Employer agrees not to perform or engage any other party to perform the same services as Claim Administrator's Services while this Agreement is in effect, unless Employer gives notice of termination pursuant to the terms of this Agreement. 9.4 Assignment. Except as otherwise permitted by Section 2 of this Agreement, no part of this Agreement, or any rights, duties or obligations described herein, shall be assigned or delegated without the prior express written consent of both parties.Any such attempted assignment in the absence of the prior written consent of the parties shall be null and void. Claim Administrator's contractual arrangements for the acquisition and use HCSC IL Gen ASA Med Non ERISA REG Rev.8.16 8 Proprietary and Confidential Information of Claim Administrator Not for use or disclosure outside Claim Administrator,Employer,their respective affiliated companies and third party representatives,except with written permission of Claim Administrator.