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• You can disclose to our customer information relating to our payment methodology for a service the <br />customer is considering (e.g., global fee, fee for service), but not specific rates (unless for purposes of <br />benefit administration). <br />• We and the participating entities may use this information to administer our customers' benefit <br />contracts and to pay your claims. We also may permit access to information by auditors and other <br />consultants who need the information to perform their duties, subject to a confidentiality agreement. <br />• We both may produce this information in response to a court order, subpoena or regulatory <br />requirement to do so, provided that we use reasonable efforts to seek to maintain confidential <br />treatment for the information, or to a third party for an appropriate business purpose, provided that the <br />disclosure is pursuant to a confidentiality agreement and the recipient of the disclosure is not a <br />competitor of either of us. <br />What if we do not agree <br />We will resolve all disputes between us by following the dispute procedures set out in our Administrative <br />Guide. If either of us wishes to pursue the dispute beyond those procedures, they will submit the dispute <br />to binding arbitration in accordance with the Commercial Dispute Procedures of the American Arbitration <br />Association (see http://www,adr.org) within one year. <br />We both expressly intend that any dispute between us be resolved on an individual basis so that no other <br />dispute with any third party(ies) may be consolidated or joined with our dispute. We both agree that any <br />arbitration ruling by an arbitrator allowing class action arbitration or requiring consolidated arbitration <br />involving any third party(ies) would be contrary to our intent and would require immediate judicial <br />review of such ruling. The arbitrator will not vary the terms of this agreement and will be bound by <br />governing law. We both acknowledge that this agreement involves interstate commerce, and is governed <br />by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitrator will not have the authority to award <br />punitive or exemplary damages against either of us, except in connection with a statutory claim that <br />explicitly provides for such relief. Arbitration will be conducted in King County, WA. <br />If a court allows any litigation of a dispute to go forward, we both waive rights to a trial by jury with <br />respect to that litigation, and the judge will be the finder of fact. Any provision of this agreement that is <br />invalid or unenforceable shall not affect the validity or enforceability of the remaining provisions of this <br />agreement or the validity or enforceability of the offending provision in any other situation or in any other <br />jurisdiction. This section of the agreement shall survive and govern any termination of this agreement. <br />What is our relationship to one another <br />You are an independent contractor. This means we do not have an employer -employee, principal -agent, <br />partnership, joint venture, or similar arrangement. It also means that you make independent health care <br />treatment decisions. We do not. We do not reserve any right to control those treatment decisions. It <br />further means that each of us is responsible for the costs, damages, claims, and liabilities that result from <br />our own acts. <br />You will look to the applicable participating entity for reimbursement for the products and services under <br />our agreement. This means that we are not financially responsible for claims payment for groups that are <br />self -funded or that are not under common ownership with us. <br />We may assign this agreement to any entity that is under common ownership with us at the time of the <br />assignment. <br />This is it <br />UHCISMGA.03.12. WA Parties bound to confidentiality under Section 'About data and confidentiality' <br />- 7- <br />