obligations under the Engagement Plan mutually agreed to pursuant to this Agreement at least
thirty (30) days prior to implementing such changes and shall require mutual consent between
Sapphire Digital and the Customer. Pursuant to the Engagement Plan, Sapphire Digital may
send to Members SmartShopper Program awareness communications, transactional
communications or communications related to the Member’s individual SmartShopper
Program transaction or experience via telephone, email, text and mailings. All printing,
materials and associated postage will be paid by Sapphire Digital as agreed to in the
Engagement Plan. To the extent necessary for Sapphire Digital to send such communications
and upon request from Sapphire Digital, Customer will provide contact information if
available for such Members. Customer agrees that for any contact information that Customer
provides for use in connection with this Agreement, Customer is responsible for obtaining
from the Member consent necessary for the use of that information. Customer acknowledges
and agrees that Sapphire Digital shall not become or be considered a plan fiduciary as a result
of such communications or any other actions taken under the SmartShopper Program.
b. On or before the Effective Date, Customer agrees to:
i. Deliver a leadership announcement in a form and format to be mutually agreed
upon by the Parties to all Members announcing the SmartShopper program and
encouraging Members to utilize the SmartShopper Program whenever they are
to procure a healthcare service covered under the SmartShopper Program.
ii. Deliver where applicable, communications to covered Members regarding the
SmartShopper Program.
c. In the event the Customer fails to comply with the Engagement Plan mutuaily agreed to or
otherwise comply with the obligations set forth in this Section 3, Sapphire Digital shall
provide written notice of such breach to Customer. In the event Customer fails to remediate
such breach within thirty (30) days of receipt of written notice, Sapphire Digital shall be
permitted to stop investing hard costs into the Engagement Plan (including but not limited to
mailers). If such breach is not remediated within sixty (60) days of written notice, the
Agreement may be terminated by either Party.
4. Incentive Reward Payments.
a. Sapphire Digital shall provide Incentive Reward Payments to Members that fully comply
with the terms of the SmartShopper Program and utilize a Cost-Effective Provider for a
medical procedure described in “Attachment B”. Sapphire Digital shall make the authorized
Incentive Reward Payments from the Incentive Fund. Funds held in the Incentive Fund
account shall be used by Sapphire Digital for the sole purpose of making Incentive Reward
Payments. Sapphire Digital shall return any unused funds upon termination or expiration of
this Agreement, after all outstanding Incentive Reward Payments have been made, but no
later than ninety (90) days after the termination or expiration date. Following the termination
of this Agreement for any reason, Sapphire Digital shall continue to provide runout Services
during the wind-down period (as provided in Section 1 above) of six (6) months following
the termination effective date. Such Services shall include, without limitation, processing the
payment of any and all Incentive Reward Payments with respect to eligible claims incurred
by Enrollees prior to the date of such termination. Enrollees are required to shop for the
service prior to the effective date of the termination of the Agreement and Sapphire Digital
must receive and process the confirmatory claims data for the service of a Cost- Effective
Provider prior to such termination date. Incentive Fund accounts do not bear interest.
Furthermore, Customer shall have the right to request, upon thirty (30) days advanced written
notice, an updated accounting of the funds in the Incentive Fund account.
