Business Associate Agreement & Data Services Agreement - SEMMA Health, Inc.

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Term are less than the Anticipated Costs (as defined below) Client could have incurred during the applicable Term (the "Cost Savings Amount"). SEMMA shall calculate the Client's anticipated costs as a projection of annual reimbursement claims submitted to the Client's group health plan, based on Client's historical claims data and trends in membership counts, trends in overall claims expenditures, regional inflationary trends, and trends in the mix or type of claims (the "Anticipated Costs"). 2.2 Invoices, Payment and Reconciliation. 2.2.1 Monthly Retainer and Data Utilization Fee. Client shall pay the initial Retainer on the Effective Date of this Agreement. SEMMA shall thereafter submit monthly invoices to Client for the Base Monthly Fee and Data Utilization Fee. CIient shall pay all invoiced amounts for the Base Monthly Fee and Data Utilization Fee within thirty (30) days of receipt of an invoice. 2.2.2 Success Fee Interim Pants. SEMMA shall calculate a projected Success Fee for each Term based on its projections of the Cost Savings Amount for such Term (the "Projected Success Fee"). For the first three quarters of each Term, SEMMA shall submit quarterly invoices to Client for interim payments equal to one-fourth of the Projected Success Fee (the "Success Fee Interim Pam"). Client shall pay all invoiced amounts for Success Fee Interim Payments within thirty (30) days of receipt of an invoice, 2.2.3 Success Fee Reconciliation. Within thirty (30) days following the end of each Term, SEMMA shall determine the actual Cost Savings Amount for such Term and shall perform reconciliation of the actual Success Fee due for such Term with the aggregate Success Fee Interim Payments actually paid for such Term. If the actual Success Fee is greater than the aggregate Success Fee Interim Payments for such Term, SEMMA shall submit an invoice to Client for the difference, and Client shall pay the invoiced amount within thirty (30) days of receipt of the invoice. If the actual Success Fee is less than the aggregate Success Fee Interim Payments for such Term, SEMMA shall reimburse the difference to Client within thirty (30) days of the close of the Term. 3. Data Access, Use, Security and Audits 3.1 HIPAA. The parties hereto agree that this relationship meets the requirements established in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (collectively, "HIPAA"), which governs the use of Protected Health Information (as such term is defined in 45 C.F.R. § 160.103). For purposes of the parties' compliance with HIPAA, the Business Associate Agreement ("BAA") entered into by the parties shall apply to this Agreement. 3.2 Data and System Access. Client agrees to provide SEMMA with data related to reimbursement claims made by or on behalf of members participating in Client's self funded group health insurance plan(s) (the "Data") as SEMMA requires in connection with performing its Services under this Agreement. Client shall make the Data available to SEMMA through electronic communications, one or more gateway(s), website(s) and/or secure transfer protocols hosted by or on behalf of SEMMA (the "S sty"), or another format agreed to by the parties. As permitted by SEMMA, Client may perform all data transmission through such systems utilizing the browsers and technology set forth in documentation provided by SEMMA to Client from time to time. The Client agrees to limit access to and use of such systems to those personnel whose duties require such use. 4. Intellectual Property Rights 4.1 Materials. All proprietary materials, including Confidential Information (as defined herein), owned, developed or licensed by or on behalf of either party: (i) prior to the Effective Date, including, without limitation, the subject matter of patents and all third -party materials licensed by Client or SEMMA; and/or (ii) independently developed by the Client or SEMMA subsequent to the Effective Date (the "Client Materials" and "SEMMA Materials," respectively) are, and all intellectual property rights in and to them shall continue to be, owned by such party. No ownership of the CIient Materials or the SEMMA Materials or the intellectual property rights in and to them shall be transferred by virtue of this Agreement. The parties agree that SEMMA retains the right to use the ideas, concepts, techniques, industry data, and know-how it obtains or develops in the course of performing its Services under this Agreement.