Common use of MEMBER DATA SHARING Clause in Contracts

MEMBER DATA SHARING. A Covered Person may, under certain circumstances, as specified below, apply for and obtain replacement coverage, subject to the replacement coverage’s applicable terms and conditions. The replacement coverage will be that which is offered by Claim Administrator, or, if Covered Person does not reside in Claim Administrator’s service area, by the Host Blue(s) whose service area covers the geographic area in which the Covered Person resides. The circumstances mentioned above may arise from involuntary termination of Covered Person’s health coverage sponsored by Employer but solely as a result of a reduction in force, plan/office closing(s) or group health plan termination (in whole or in part), or when a Covered Person approaches the age of Medicare eligibility. If the Covered Person does not reside in Claim Administrator’s service area, Claim Administrator may facilitate a Covered Person’s right to apply for and obtain such replacement coverage, subject to applicable eligibility requirements, from the Host Blue in which the Covered Person resides. To do this, Claim Administrator or the Host Blue may communicate directly with the Covered Persons to provide resources and replacement coverage options available to them. Claim Administrator’s provision of information about replacement coverage is not part of the Services provided to Employer under the Agreement, and neither Employer nor the Plan has any responsibility for replacement coverage information provided by Claim Administrator in accordance with this Section 9. SECTION 1: INTER-PLAN ARRANGEMENT DEFINITIONS

MEMBER DATA SHARING. A Covered Person may, under certain circumstances, as specified below, apply for and obtain replacement coverageobtain, subject to the replacement coverage’s any applicable terms and conditions, replacement coverage. The replacement coverage will be that which is offered by Claim Administrator, or, if Covered Person does not reside in Claim Administrator’s service area, by the Host Blue(s) whose service area covers the geographic area in which the Covered Person resides. The circumstances mentioned above may arise from involuntary termination of Covered Person’s health coverage sponsored by Employer but solely as a result of a reduction in force, plan/office closing(s) or group health plan termination (in whole or in part), or when . As part of the overall plan of benefits that Employer offers to a Covered Person approaches the age of Medicare eligibility. If Person, if the Covered Person does not reside in Claim Administrator’s service area, Claim Administrator may facilitate a Covered Person’s right to apply for and obtain such replacement coverage, subject to applicable eligibility requirements, from the Host Blue in which the Covered Person resides. To do this, Claim Administrator or the Host Blue may (1) communicate directly with the Covered Persons and/or (2) provide the Host Blues whose service area covers the geographic area in which a Covered Person resides, with a Covered Person’s personal information and may also provide other general information relating to provide resources Covered Person’s coverage under the Plan and which Employer has with Claim Administrator to the extent reasonably necessary to enable the relevant Host Blues to offer a Covered Person coverage continuity through replacement coverage options available coverage. Employer hereby acknowledges and agrees that Claim Administrator may, at its election, pursue claims of Employer and/or the Plan, which are related to themclaims that Claim Administrator pursues on its own behalf, subject to the following terms and conditions: 1. Claim Administrator shall have the right to select and retain legal counsel. 2. Any lawsuit filed or arbitration initiated by Claim Administrator will be done in the name of Claim Administrator for its own benefit, as well as on behalf of Employer and possibly other parties. Claim Administrator will not cause any litigation to be filed or arbitration to be initiated in the name of Employer and/or the Plan without Employer’s express advance consent. With such permission, any such litigation can be filed or arbitration initiated in the name of Employer and/or the Plan with attorneys identified as counsel for Employer or in the name of two or more parties, including Employer and Claim Administrator, with attorneys identified as counsel for Employer, Claim Administrator and possibly other parties. 3. The parties agree to cooperate with each other in pursuit of recovery efforts pursuant to the provisions of this Exhibit, including providing appropriate authority to communicate with Employer concerning issues pertaining to any class actions and pursuant to which Employer specifically declines representation by class litigation counsel. 4. Claim Administrator shall control any recovery strategy and decisions, including decisions to mediate, arbitrate or litigate. 5. Claim Administrator shall have the exclusive right to approve any and all settlements of any claims being mediated, arbitrated or litigated. 6. Any and all recoveries, net of all investigative and other expenses relating to the recovery, including costs of settlement, mediation, arbitration or litigation including attorney’s fees, made through any means pursuant to the provisions of this Exhibit, including, but not limited to, settlement, mediation, arbitration or trial, will be prorated based upon each party’s percentage interest in the recoverable compensatory monetary damages, which allocation shall be done by Claim Administrator on any reasonable basis it deems appropriate. 7. Any and all information, documents, communications or correspondence provided to or obtained by attorneys from either party, as well as communications, correspondence, conclusions and reports by or between attorneys and either party, shall be and are intended to remain privileged and confidential. Each party intends that the attorney–client and work product privileges shall apply to all information, documents, communications, correspondence, conclusions and reports to the full extent allowed by state or federal law. Claim Administrator shall be permitted to make such disclosures of such privileged and confidential information to law enforcement authorities as it deems necessary or appropriate in its sole discretion. Employer shall not waive the attorney–client privilege or otherwise disclose privileged or confidential information received in connection with the provisions of this Exhibit or cooperative efforts pursuant to the provisions of this Exhibit without the express written consent of Claim Administrator. 8. The discharge of attorneys by one party shall not disqualify or otherwise ethically prohibit the attorneys from continuing to represent the other party pursuant to the provisions of this Exhibit. 9. Nothing in the provisions of this Exhibit shall require Claim Administrator to assert any claims on behalf of Employer and/or the Plan. 10. Nothing in the provisions of this Exhibit and nothing in attorneys’ statements to either party and/or the Plan will be construed as a promise or guarantee about the outcome of any particular litigation, mediation, arbitration or settlement negotiation; therefore, Employer acknowledges that the efforts of Claim Administrator may not result in recovery or in full recovery in any particular case. 11. The terms and conditions described herein shall survive the expiration or termination of the Agreement; however, nothing herein shall require Claim Administrator to assert any claims on Employer’s and/or the Plan’s behalf following the termination of the Agreement. If the Agreement is terminated after Claim Administrator has asserted a claim on behalf of Employer and/or the Plan but before any recovery, Claim Administrator may in its sole discretion continue to pursue the claim or discontinue the claim. 12. If Employer should desire to participate in a class or multi–district settlement rather than defer to Claim Administrator, Employer may reverse the exercise of discretion authorized herein by affirmatively opting into a class settlement and by notifying Claim Administrator of its decision in writing, immediately upon making such determination as provided for under Section 19 NOTICES of the Agreement. 13. Employer further acknowledges and agrees that, unless it notifies Claim Administrator to the contrary in writing as provided for under Section 19 NOTICES of the Agreement, it consents to the terms and conditions of this Exhibit and authorizes Claim Administrator, on behalf of Employer and/or the Plan, consistent with Section 2 above, to: a. Pursue, without advance notice to Employer, claims that Claim Administrator pursues on its own behalf in class action litigation, federal multi–district litigation, private lien resolution programs, or otherwise, including, but not limited to, antitrust, fraud, unfair and deceptive business or trade practice claims pursuant to and in accordance with the provisions of this Exhibit effective immediately; b. Opt out of any class action settlement or keep Employer and/or the Plan in the class, if Claim Administrator reasonably determines that it should do so; c. Investigate and pursue recovery of monies unlawfully, illegally or wrongfully obtained from the Plan. 14. Employer further acknowledges and agrees that Claim Administrator’s provision of information about replacement coverage is decision to pursue recovery in connection with particular claims shall be in Claim Administrator’s sole discretion and Claim Administrator does not part enter into this undertaking as a fiduciary of the Services provided Plan or its Covered Persons, but only in connection with its undertaking to pursue recovery of claims of Employer under and/or the AgreementPlan when, as, and neither Employer nor the Plan has any responsibility for replacement coverage information provided by if, Claim Administrator determines that such claims may be pursued in accordance the common interest of the parties. 15. Employer is responsible for ensuring that the terms of its health benefit plan are consistent with the terms of this Exhibit. 16. The parties agree in the event that the language in the Agreement shall be in conflict with this Section 9Exhibit, the provisions of this Exhibit shall prevail with respect to the subject matter hereof. SECTION 1: INTER-PLAN ARRANGEMENT DEFINITIONS