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

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of facilities, services, supplies, equipment and personnel shall not constitute an assignment or delegation under this Agreement. SECTION 10: NON ERISA GOVERNMENT REGULATIONS 10.1 In relation to the Plan. Although Employer has advised Claim Administrator that Employer's Plan is currently not covered by ERISA, Employer hereby acknowledges (i) its employee benefit plan is established and maintained through a plan document, and (ii) its employee benefit plan document may provide for the allocation and delegation of responsibilities thereunder. However, notwithstanding anything contained in the Plan or any other employee benefit plan document of Employer, Employer agrees that Claim Administrator does not and will not accept any allocation or delegation of any fiduciary or non—fiduciary responsibilities under the Plan or any other plan document of Employer and no such allocation or delegation is effective with respect to or accepted by Claim Administrator. Employer will promptly notify Claim Administrator in the event Employer's Plan is no longer exempt from ERISA. 10.2 In relation to the Plan Administrator/Named Fiduciarylies). Claim Administrator is not the plan administrator of Employer's employee benefit plan and is not a fiduciary of Employer, the plan administrator or of the Plan 10.3 In relation to Claim Administrator's responsibilities. Claim Administrator's responsibilities hereunder are intended to be limited to those of a contract claims administrator rendering advice to and administering claims on behalf of the plan administrator of Employer's Plan.As such,Claim Administrator is intended to be a service provider but not a fiduciary with respect to Employer's employee benefit plan. Employer acknowledges and agrees that Claim Administrator may render advice with respect to claims and administer claims on behalf of the plan administrator of Employer's benefit plan. Claim Administrator has no other authority or responsibility with respect to Employer's employee benefit plan. Employer will promptly notify Claim Administrator in the event Employer's Plan is no longer exempt from ERISA. SECTION 11: PROPRIETARY MATERIALS 11.1 Types of materials as may be used by the parties. The parties acknowledge that Claim Administrator has developed acquired or owns certain Business Confidential Information. "Business Confidential Information" includes, but is not limited to, intellectual property, trade secrets, inventions, applications, tools, methodologies, software, operating manuals, technology, technical documentation, techniques, product or services specifications or strategies, operational plans and methods, automated claims processing systems, payment systems, membership systems, privacy and security measures, cost or pricing information (including but not limited to provider discounts and rates), business plans and strategies, company financial planning and financial data, prospect and customer lists, contracts, vendor and supplier lists and information, symbols, trademarks, service marks, designs, copyrights, know-how, data, databases, processes, plans, procedures, and any other information that reasonably should be understood to be confidential, whether developed or acquired before or after the Effective Date of this Agreement."Business Confidential Information"also includes modifications, enhancements, derivatives and improvements of the Business Confidential Information described in the preceding sentence. Employer shall not use or disclose to any third party Business Confidential Information without prior written consent of Claim Administrator. Neither party shall use the name, symbols, copyrights, trademarks or service marks ("Proprietary Marks") of the other party or the other party's respective clients in advertising or promotional materials without prior written consent of the other party; provided, however, that Claim Administrator may include Employer in its list of clients. 11.2 Claim Administrator/Association ownership. Employer acknowledges that Claim Administrator's Proprietary Marks and Business Confidential Information are the sole property of the Blue Cross and Blue Shield Association or of Claim Administrator and agrees not to contest the Blue Cross and Blue Shield Association's or Claim Administrator's ownership or the license granted to Claim Administrator for use of such Proprietary Marks. HCSC IL Gen ASA Med Non ERISA REG Rev.8.16 9 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.