1.15 Standard and Character of Performance. HPHC shall use customary and
reasonable care and proper diligence in the performance of Services under this Agreement. It
is understood and agreed by the parties that the term "customary and reasonable care and
proper diligence" does not make HPHC a guarantor of the correctness of all claims payments
and other services performed under this Agreement, but refers to the usual business practice
standards and conduct in such business.
1.16 Incorrect Payments. HPHC agrées to investigate all questionable claims or
payments referred to it by Purchaser, to report to Purchaser the results of such investigation,
and to attempt to collect on behalf of the Purchaser any payments improperly paid. if any
payment is made hereunder to or for an ineligible employee, retiree and/or dependent, or if itis
determined that more or less than the correct amount has been paid by HPHC or that HPHC
has made an incorrect payment because a Contracting Provider has billed the incorrect.
amount, HPHC shall attempt to recover the payment made to or for the ineligible person or the
amount of the overpayment made to or for any eligible person, or will adjust the underpayment,
but HPHC shall not be required to initiate court proceedings to recover any incorrect payment.
If HPHC is unsuccessful in its attempts to recover any improper payment, it shall so notify
Purchaser in order that Purchaser may take such actions as it shall deem appropriate to
collect such amount. Purchaser agrees that HPHC may contract with a third party to seek
recovery and may pay commercially reasonable fees for such service, which will be deducted
from any recovery made on behalf of the Purchaser. In the event the error was a result of
HPHC’s gross negligence or willful misconduct in claims processing and payment, HPHC shall
indemnity Purchaser. If HRHC subcontracts with an independent contracior to pursue recovery
of any overpayments, the independent contractor may retain the percentage of the recovery
that is specified in its contract with HPHC, and HPHC will credit to the Purchaser the balance
of such recovery.
1.17 Reliance on Gommunications. In all matters pertaining to the performance of
Services under this Agreement, HPHC, when it acts in good falih, may rely upon any notice,
resolution, instruction, direction, order, certificate, opinton, letter, telegram or other document
received by it from Purchaser. If the Plan is amended, HPHC shall not be required to act in
accordance with any amendment uniil it receives written notice thereof and until such
amendment is approved by any insurance carrier providing excess, or stop-loss insurance or .
reinsurance on behalf of the Plan.
1.18 Proprietary Information. Purchaser acknowledges that HPHC, in providing
Services under this Agreement, may need to divulge to and provide Purchaser or its Designee
with confidential proprietary plans, programs, formulae, methods and other products and
information ("Proprietary Material") relating to the business services and activities of HPHC or
its contractors, including Proprietary Material developed in the course of providing Services
hereunder. Purchaser agrees that, during the term of the Agreement and thereafter,
Purchaser and its Designee shall consider all information provided by HPHC to Purchaser and
its Designee Proprietary Material unless clearly marked as non-proprietary, and that
Proprietary Material shall remain the property of HPHC or its contractors and Purchaser shall
maintain the confideniiality of such Proprietary Material and shall not use, divulge, furnish or
make accessible such Proprietary Material to anyone other than is necessary for the Plan's
operations.
1.19 Other Obligations. HPHC agrees that it shall perform all Services described in
FORM#PSO1 08/17/2002
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