ARTICLE 7 - CLAIMS RUNOUT SERVICES
a. Claims Runout Services shall be provided for the period of time provided in Section 6 of Schedule A (the
"Claims Runout Period"), except such Claims Runout services shall not be provided in the event that
termination is due to non-payment pursuant to Article 19(a) of this Agreement. During the Claims Runout
Period, the terms of this Agreement shall continue to apply. Anthem shall have no obligation to process or
pay any Claims or forward Claims to Employer beyond the Claims Runout Period. Any amounts recovered
beyond the Claims Runout Period shall be retained by Anthem as reasonable compensaticn for services
under this Agreement. Anthem shall, however, return any recoveries for which Anthem had received
monies, but had not processed the recovery prior to the end of the Claims Runout Period. In addition,
Employer shall have no obligation to reimburse Anthem for any amounts paid by Anthem due to
adjustments to Claims after the end of the Claims Runout Period.
b. The Administrative Services Fee for the Claims Runout Period, if applicable, is provided in Section 6 of
Schedule A. Paid Claims and the Administrative Services Fee shall be invoiced and paid in the same
manner as provided in Sections 4 and 5 of Schedule A, unless otherwise provided or agreed to in writing by
the Parties.
ARTICLE 8 - LATE PAYMENT PENALTY
If Employer fails to timely pay or fund any amount due to Anthem under this Agreement, Employer agrees to pay a
late payment penalty for each day the payment is late. The late payment penalty shall be calculated at the rate of
12% simple interest per annum (365 days), and shall be included on a subsequent invoice and payable by the
Invoice Due Date. If applicable, Employer agrees to reimburse Anthem for any expenses charged to Anthem by a
financial institution, Provider or Vendor due to Employer's failure to maintain sufficient funds in a designated bank
account. Any acceptance by Anthem of late payments shall not be deemed a waiver of its rights to terminate this
Agreement for any future failure of Employer to make timely payments.
ARTICLE 9 - HIPAA
a. Anthem's duties and responsibilities in connection with the requirements imposed by the Health Insurance
Portability and Accountability Act ("HIPAA") and the privacy and security regulations promulgated
thereunder will be set forth in a separate business associate agreement between the Parties.
b. In the event the Plan submits Claims or eligibility inquiries or any other HIPAA covered transaction as
defined in 45 CFR Part 160 and 162 to Anthem through electronic means, the Plan and Anthem. shall
comply with all applicable requirements of HIPAA and the Plan and Anthem shall require any of their
respective agents or subcontractors to comply with all applicable requirements of HIPAA.
ARTICLE 10 - PROPRIETARY AND CONFIDENTIAL INFORMATION
a. Each Party retains ownership of its Proprietary Information and Confidential Information (collectively
Information") and neither conveys ownership rights in its Information nor acquires ownership rights in the
other Party's Information by entering into this Agreement or performing its obligations hereunder. Nothing
in this Agreement shall impair or limit a Party's right to use and disclose its Information for its own lawful
business purposes.
b. Each Party shall maintain the other Party's Information in strict confidence, and shall institute commercially
reasonable safeguards to protect it.
Cc. Employer shall use and disclose Anthem's Information solely for the purpose of administering the Plan.
Employer shall not, without Anthem's advance written consent, (1) use or disclose Anthem’'s Information, or
reports or summaries thereof, for any purpose, other than administering the Plan; (2) combine Anthem's
Information with other data to create or add to an aggregate database that will or could be made available
to any third party; (3) combine Anthem's Information provided for a particular purpose with any other data
received from Anthem's Information provided for another purpose; or, (4) sell or disclose Anthem's
Information to any other person or entity except as expressly permitted by this Article 10.
Enterprise Administrative Services Agreement — October 2012 Master Template 9
City of Nashua 06/17/2013
