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the question in dispute shall be submitted for arbitration in Chicago, Illinois.The arbitrator shall be selected as
<br /> follows:
<br /> a. Upon declaration by one of the parties hereto that a deadlock on any dispute under this Agreement exists
<br /> ("Deadlock"), the parties shall select an arbitrator;
<br /> b. If, for any reason, an arbitrator is not appointed within sixty(60) days after the Deadlock is declared and
<br /> the amount in contest is in excess of $10,000, either party may submit the matter to the American
<br /> Arbitration Association which shall select an arbitrator and administer the arbitration; and
<br /> c. If no appointment is made within sixty(60)days after the Deadlock is declared and the amount in question
<br /> is$10,000, or less, Claim Administrator shall select an independent third party to be the arbitrator.
<br /> 18.3 Expectations. The arbitrator will submit a decision within thirty(30) days after submission of the dispute or
<br /> as soon as reasonably feasible and such decision shall be binding on the parties hereto. The arbitrator's fees
<br /> and any costs imposed by the arbitrator will be shared equally by the parties. All other expenses such as
<br /> reasonable attorney's fees and recoverable costs as defined by the Federal Rules of Civil Procedure shall be
<br /> borne by the losing party or, if both parties prevail apportioned by the arbitrator to each party. Arbitration
<br /> proceedings will be governed by the applicable Rules of the American Arbitration Association in effect at the
<br /> time of the Deadlock.
<br /> 18.4 Except as provided otherwise in this Agreement, each party is required to continue to perform its obligations
<br /> under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement.
<br /> SECTION 19: NOTICES
<br /> All notices given under this Agreement must be in writing and shall be deemed to have been given for all purposes
<br /> when personally delivered and received or when deposited in the United States mail, first—class postage prepaid,
<br /> and addressed to the parties' respective contact names at their respective addresses or when transmitted by
<br /> facsimile via their respective facsimile numbers as indicated on the most current ASO BPA. Each party may change
<br /> such notice mailing and/or transmission information upon Timely prior written notification to the other party. Claim
<br /> Administrator may also provide such notices electronically, to the extent permitted by applicable law.
<br /> SECTION 20: SEVERABILITY; ENFORCEMENT; FORCE MAJEURE
<br /> Should any provision(s)contained in this Agreement be held to be invalid, illegal, or otherwise unenforceable, the
<br /> remaining provisions of the Agreement shall be construed in their entirety as if separate and apart from the invalid,
<br /> illegal or unenforceable provision(s) unless such construction were to materially change the terms and conditions
<br /> of this Agreement.
<br /> Any delay or inconsistency by either party in the enforcement of any part of this Agreement shall not constitute a
<br /> waiver by that party of any rights with respect to the enforcement of any part of this Agreement at any future date
<br /> nor shall it limit any remedies which may be sought in any action to enforce any provision of this Agreement.
<br /> Neither party shall be liable for any failure to Timely perform its obligations under this Agreement if prevented from
<br /> doing so by a cause or causes beyond its commercially reasonable control including, but not limited to, acts of God
<br /> or nature, fires, floods, storms, earthquakes, riots, strikes, wars, terrorism, cybersecurity crimes or restraints of
<br /> government.
<br /> SECTION 21: INDUSTRY IMPROVEMENT, RESEARCH AND SAFETY
<br /> Notwithstanding any other provision of this Agreement, Claim Administrator may use and or disclose a limited data
<br /> set or de-identified data for purposes of providing the services under this Agreement and for other purposes
<br /> required or permitted by applicable law (the "Permitted Purposes" as defined herein). For purposes of this
<br /> paragraph, "Permitted Purposes" means the studies, analyses or other activities that are designed to promote
<br /> quality health care outcomes, manage health care and administrative costs, and enhance business and
<br /> performance, including, but not limited to, utilization studies, cost analyses, benchmarking, modeling, outcomes
<br /> studies, medical protocol development, normative studies, quality assurance, credentialing, network management,
<br /> network development, fraud and abuse monitoring or investigation, administrative or process improvement, cost
<br /> HCSC IL Gen ASA Med Non ERISA REG Rev.8.16 12
<br /> Proprietary and Confidential Information of Claim Administrator
<br /> Not for use or disclosure outside Claim Administrator,Employer,their respective affiliated companies and third party
<br /> representatives,except with written permission of Claim Administrator.
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