COM 0846.001 2010-2012 - Laserfiche WebLink

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Careington Acknowledgment") prior to the offer for sale of the Program to the residents of such Member County. 3. Obligations of Client and Careington. (a) Materials. Client and Careington shall submit any Marketing Materials developed for the Benefits Plan, to the other party for approval, not to be unreasonably withheld. Client and Careington shall have fifteen (15) business days to review, edit or approve such materials. Notwithstanding the above, Client acknowledges that Marketing Materials may be required to be filed and/or approved in certain states prior to Client marketing in such a state, that such filings and subsequent review by such a state will require additional time, and that Careington shall not be able to approve such materials in such a state, until such time as Careington or Client receives written approval from the state. Client agrees to make necessary changes requested by Careington or a state and, if necessary, to submit those changes to Careington for resubmission to the state. Client shall not use any Marketing Materials prior to approval by Careington. (b) Compliance with Laws. Client shall comply with all laws, rules and regulations in connection with the performance of obligations on the part of Client as contemplated hereunder. 4. Obligations of Careington. (a) Dental Discount Card Program. Careington shall provide through Client the Program to be offered to residents of Member Counties. Pursuant to the Program, each Customer shall be entitled to receive discounts on certain dental services when using a Participating Provider. Careington represents and warrants that it and its Benefit Providers maintain a network of at least 60,000 Participating Providers. (b) Participating Provider Charges and Networks. Careington shall use reasonable efforts to cause Participating Providers to accept as full payment for the services and products provided to Customers the agreed upon fees set forth in the Participating Provider agreement with Careington or the Benefit Provider. Participating Providers shall bill and collect from a Customer any applicable fees for goods or services provided to Customers and will not charge Customers more than the agreed upon discounted fees. Careington may, at its discretion, replace Benefit Providers with thirty(30) days written notice to Client. (c) Best Pricing. Notwithstanding Schedule 2 hereto, in the event that, after the effective date of this Agreement, Careington charges any third party a retail annual membership fee for the Benefit Plan lower than the annual fees charged to Customers for the Benefits Plan pursuant to the terms of this Agreement, Schedule 3 shall automatically be deemed to be amended to reflect such lower retail annual membership fee for any new Customers acquired after the effective date of the new retail annual membership fee. Both Parties agree to renegotiate the Marketing Fee in the event of a membership fee reduction. In addition, the discounted provider fees under the Benefits Plan charged to Customers participating in the Program shall be no higher than the agreed upon fees charged to any third party for the Benefits Dental Discount Program Agreement Page 3