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

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11.3 Infringement Claim Administrator agrees not to infringe upon, dilute or harm Employer's rights in its Proprietary Marks. Employer agrees not to infringe upon, dilute or harm the Blue Cross and Blue Shield Association's ownership rights or Claim Administrator's rights as a licensee in the Proprietary Marks. 11.4 Disclosures in Account Contracts. Employer on behalf of itself and its Covered Persons hereby expressly acknowledges its understanding this Agreement constitutes a contract solely between Employer and Claim Administrator, which is an independent corporation operating under a license from the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans, (the "Association") permitting Claim Administrator to use the Blue Cross and Blue Shield Service Mark, and that Claim Administrator is not contracting as the agent of the Association. Employer on behalf of itself and its Covered Persons further acknowledges and agrees that it has not entered into this Agreement based upon representations by any person other than Claim Administrator and that no person, entity, or organization other than Claim Administrator shall be held accountable or liable to Employer for any of Claim Administrator's obligations to Employer created under this Agreement. This subsection shall not create any additional obligations whatsoever on the part of Claim Administrator other than those obligations created under other provisions of this Agreement. 11.5 Administrative Services Only, Network Only. Claim Administrator must disclose that it does not underwrite or assume any financial risk with respect to claims liability; and disclose the nature of the services and/or network access Claim Administrator is providing. Such disclosures must be made to Employer, Employer's Covered Persons, and Providers and must include, at a minimum, disclosure on identification cards, benefit booklets, Employer contracts and explanation of benefits documentation. SECTION 12: ELECTRONIC DOCUMENTS Employer's consent/responsibilities. Employer consents that any documents exchanged between the parties that describe the benefits under,or the administration of,the Plan (including but not limited to benefit booklets)may be in the format of an electronic file or access to an electronic file. Employer further acknowledges and agrees that if Claim Administrator provides Employer,at Employer's request,an electronic file that describes the benefits under, or the administration of, the Plan, Employer will provide Covered Persons access, via the intranet, internet, or otherwise, to only the most current version of that electronic file. Employer also acknowledges and agrees that, in all instances, Claim Administrator may rely on the fact that the most current version of the electronic file Claim Administrator provides to Employer is the authorized document that governs administration of Employer's Plan under this Agreement and will prevail in the event of any conflict between such electronic file and any other electronic or paper file. Employer is solely responsible for any and all claims for loss, liability or damages, arising either directly or indirectly from Employer's use or posting of the electronic file on the intranet and/or internet. SECTION 13: RECORDS All Claim determination records, excluding any and all of the Business Confidential Information of Claim Administrator, other Blue Cross and/or Blue Shield companies, or Claim Administrator's subsidiaries, affiliates, and vendors, in the possession of Claim Administrator are and shall remain the property of Employer upon termination of this Agreement. Claim Administrator shall return a copy of such property upon request in a form as agreed upon by the parties with the cost of preparing such property for transmittal to be borne by Employer. All such Claim records shall be retained by Claim Administrator until Claim Administrator receives a request from Employer for transmittal or for a period of eleven (11)years from the date of a Claim's adjudication,whichever occurs first. SECTION 14: APPLICABLE LAW This Agreement shall be governed by, and shall be construed in accordance with, the laws of the state of Illinois without regard to any state choice—of—law statutes, and any applicable federal law.All disputes between Employer and Claim Administrator arising out of or related to this Agreement will be resolved in Chicago, Illinois. Changes in state or federal law or regulations or interpretations thereof may change the terms and conditions of the Services. HCSC IL Gen ASA Med Non ERISA REG Rev.8.16 10 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.