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AGREEMENT between HEWLETT‐PACKARD COMPANY and INSURE OKLAHOMA - page 3 / 4

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ARTICLE VII. CONFIDENTIALITY

7.0

7.1

EMPLOYER agrees that information regarding its employees’ participation in INSURE OKLAHOMA is confidential. EMPLOYER shall not release such information to any entity or person other than HP without OHCA’s permission. EMPLOYER agrees to comply with the provisions of the Health Insurance and Portability Accounting Act of 1996 (HIPAA), specifically the privacy provisions of that act found at 45 C.F.R. sections 164.502.

ARTICLE VIII.

TERMINATION

8.0

Either party may terminate this Agreement without cause with a sixty-day written notice to the other party. HP/OHCA may terminate this Agreement immediately under the following conditions:

  • a.

    EMPLOYER no longer offers its employees coverage under a qualified health plan;

  • b.

    EMPLOYER fails to make full payment to the carrier by the required date

  • c.

    EMPLOYER fails to submit a claim and carrier invoice in any month;

  • d.

    An audit indicates EMPLOYER is ineligible for INSURE OKLAHOMA;

  • e.

    EMPLOYER no longer has a business location in the state of Oklahoma;

  • f.

    On evidence of fraud.

In the event funding of the Medicaid Program from the State, Federal or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to the anticipated Agreement expiration date, this Agreement may be terminated immediately by HP/OHCA. 8.1

    • 8.2

      In the event of termination of EMPLOYER or employee, EMPLOYER shall provide any records or other information necessary for an orderly transition of INSURE OKLAHOMA employees’ health care.

    • 8.3

      In the event of termination under 8.0, EMPLOYER agrees that any overpayment determined as a result of EMPLOYER may be recovered from EMPLOYER through an administrative proceeding.

ARTICLE IX. OTHER PROVISIONS

9.0

The representations made in this Agreement constitute the sole basis of the parties’ contractual relationship. Attachments to this Agreement which are made part of the Agreement and incorporated by reference are (i) EMPLOYER’s Affidavit, (ii) Electronic Funds Transfer Authorization, (iii) EMPLOYER-completed Enrollment Packet, (iv) Letter PMS-9003D, (v.) Letter PMS-9001D, and (vi.) INSURE OKLAHOMA-4 (Small Business Employer Change Form.) No oral representation by either party relating to services covered by this Agreement shall be binding on either party. Any amendment to this Agreement shall be in writing and signed by both parties, except those matters addressed in Paragraph 2.2. Address changes shall be in writing but shall not require the signature of the receiving party.

    • 9.1

      If any provision of this Agreement is determined to be invalid for any reason, such invalidity shall not affect any other provision, and the invalid provision shall be wholly disregarded.

    • 9.2

      Titles and subheadings used in this Agreement are provided solely for the reader’s convenience and shall not be used to interpret any provision of this Agreement.

    • 9.3

      Limitation of Liability. Except for that parties indemnification obligations, in no event will the measure of damages payable by either party include, nor will either party be liable for, any amounts for loss of income, profit or savings or indirect, incidental, consequential, exemplary, punitive or special damages of any party, including third parties, even if such party has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed.

    • 9.4

      Third Party Indemnification of HP. Each of the parties acknowledge that by entering into and performing its obligations under this Agreement HP will not assume and should not be exposed to the business and operational risks associated with EMPLOYER’S business, and EMPLOYER therefore agrees to indemnify and defend HP from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses (collectively, “Losses”) arising out of, under or in connection with any third party claim relating to the conduct of EMPLOYER’S business, including any breach of EMPLOYER’S obligations under this Agreement.

    • 9.5

      Relationship of Parties. EMPLOYER is performing pursuant to this Agreement only as an independent contractor. EMPLOYER shall not act or attempt to act or represent itself, directly or by implication, as an agent of HP or its Affiliates or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of, HP or its Affiliates.

EMPLOYER’S FEIN

HP Authorized Representative Name

EMPLOYER Authorized Representative Name

HP Authorized Representative Signature

EMPLOYER Authorized Representative Signature

Date

Date

Insure Oklahoma/HP/Employer Contract 7-8-11

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