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HomeMy WebLinkAboutContract 54095 DocuSign Envelope ID:5DE185l34-E7CF-4001-8D35-BA23DB4 FCC 1C CSC NOo54095 / RECE�VEd ADDENDUM TO BUSINESS SERVICES AGREEMENT i 3 2020 BETWEEN JUG' THE CITY OF FORT WORTH � cmr o�Fo�two� S�gE[AR AND ACCOLADE, INC. This Addendum to the Business Services Agreement("Addendum")is entered into by and between Accolade,Inc. ("Vendor")and the City of Fort Worth("City'),collectively the"parties." The Contract documents shall include the following: 1. The Business Services Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Business Services Agreement ([collectively referred to herein as] the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the last date signed by the Assistant City Manager and Vendor below("Effective Date")and continue thereafter for the initial term set forth on the Services Commitment Form as measured from the actual Launch Date ("Initial Term")., unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for three (3)-one (1) year renewal periods at the City's option,each a"Renewal Term." The Initial Term and Renewal Terms collectively shall be referred to as the"Term." The City shall provide Vendor with written notice of its intent to renew at least one-hundred and eighty(180) days prior to the end of each term. The terms and conditions of the BSA shall remain in effect during the Term, including any Renewal Terms,unless the Parties otherwise expressly agree in writing to modify or change such terms and conditions. 2. Termination. a. Convenience. After the Initial Term, either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with at least one-hundred and eighty (180) days advance written notice prior to the end of the then- current Term. b. Breach.If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ninety (90) calendar days (except for failures of payment which shall have a cure period of ten (10) business days, and a breach of the BAA (Exhibit C) by Vendor which shall have a cure period of thirty (30) days) (each a"Cure Period")) after receipt of notice from the non-breaching party, or OFFICIAL RECORD Addendum ARY Page 1 of 7 FT. WORTH, TX DocuSign Envelope ID:5DE185B4-E7CF-4001-8D35-BA23DB4FCC1C other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. The Parties will work together in good faith to attempt to avoid termination for breach and permit the alleged breaching party a reasonable opportunity to cure within the Cure Period. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the end of the then-current Term, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions,the linked terms and conditions located at that website link as of the Effective Date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently Addendum Page 2 of 7 DocuSign Envelope ID:5DE185B4-E7CF-4001-8D35-BA23DB4FCC1C demonstrate the exact terms and conditions as of the Effective Date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Indemnity. To the extent the Agreement, in any way,requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, for any third party claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s) or Services, or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if(i) City modifies or misuses the Deliverable(s) or any portion of the Service or the technology used by Vendor to provide the Service or (ii) such claim is based on use of the Service in conjunction with any item not provided by Vendor, unless such use is shown to constitute the infringement when not used in conjunction with the item not provided by Vendor. So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 9, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s) or Services, or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to Addendum Page 3 of 7 DocuSign Envelope ID:5DE185B4-E7CF-4001-8D35-BA23DB4FCC1C use the Deliverable(s) or Services; or (b) modify the Deliverable(s) or Services to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s)or Services; or(c)replace the Deliverable(s)or Services with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) or Services at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor,terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work("Data Breach"), Vendor shall immediately, but no more than seventy-two (72)hours,notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend,indemnify and hold City,its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which City discloses to Vendor under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use,processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor may only transfer Personal Data to third parties, including its subcontractors,partners, other business associates of City, or others who may have a need to know the information, in order for Vendor to provide the Services under the Agreement and as may be permitted by applicable law. Vendor acknowledges and agrees that it does not have the right to engage in the sale of Personal Data or to sell de-identified data to third parties. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party, only to the extent that Vendor is found to be at fault for such Data Breach. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement. 12. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. Addendum Page 4 of 7 DocuSign Envelope ID:5DE185B4-E7CF-4001-8D35-BA23DB4FCC1C If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 13. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 14. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 15. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form(I-9). Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY THIRD PARTY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Vendor's violation of this provision shall constituted as a material breach and City, shall have the right to terminate as provided in paragraph 2(b)of this Addendum. 16. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 17. Right to Audit. Vendor agrees that City, no more than once per annum, shall,until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents,papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice,but no less than ten(10)business days, of intended audits, and such audits shall be conducted during normal business hours. If reasonably possible, Addendum Page 5 of 7 DocuSign Envelope ID:5DE185B4-E7CF-4001-8D35-BA23DB4FCC1C inspections will be conducted on a documentary basis. If on-site inspections are required, inspections shall be conducted during regular business hours and designed to mitigate disruption to Vendor's normal business operations. Any personnel of the City or an independent auditor who will be on-site at one of Vendor's locations must adhere to Vendor's policies and procedures. Independent auditors will be required to execute a reasonable confidentiality agreement and, if such auditors will access, receive, transmit, or store protected health information, they will be a "business associate" of the City. (signature page follows) Addendum Page 6 of 7 DocuSign Envelope ID:5DE185B4-E7CF-4001-8D35-BA23DB4FCCIC ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person ocuSigned by: responsible for the monitoring and administration F�pl Pi(,�t,Vs&b of this contract,including ensuring all By: performance and reporting requirements. Name: Brian Dickerson Title: Assistant City ManagerDocuSigned by, 1 7/1/2020 B D9756560738E94D5 6cUn 't, t�iv bvu Date. y ... Name. oanne non Approval Recommended: Title: Benefits Manager DocuSigned by: Approved as to Form and Legality: By: E DocuSigned by: y D006FOA75EFD443.. ,2 �" Name: Nathan Gregory ED 6 v. sfV' " Title: Assistant Director of Human Resou cV 6CFA21CB4C44AF... Name: John B. Strong Attest: Title: Assistant City Attorney MRantract Authorization: By: �OR Name: Mary Kayser '�'A Title: City Secretary U ;_ TEXAS. VENDOR: ' Accolade,Inc. DocuSigned by: By: Fr " S4 Name: Rajeev Singh Title: CEO Date: 6/30/2020 -- OFFICIAL RECORD CITY SECRETARY FT WORTH, TX Addendum Page 7 of 7 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade BUSINESS SERVICES AGREEMENT Services Commitment Form Notices to be provided to: Customer: City of Fort Worth Accolade: Accolade, Inc. Joanne Hinton,CEBS 660 West Germantown Pike,Suite 500 Benefits Manager Plymouth Meeting, PA 19462 200 Texas Street, Fort Worth TX 76102 Attn: Robert Cavanaugh, President Telephone Number Joanne.Hinton@fortworthtexas.gov Copy to: Legal Department(legal@accolade.com) Invoices sent City of Fort Worth :Attn: HR Benefits to: Meagan Hailey 200 Texas Street, Fort Worth TX 76102 817-392-7787 Meagan.Hai ley@fortworthtexas.gov Customer orders the services(Services)specified in this Services Commitment Form(Form)subject to the General Terms and Conditions(GTC)(Exhibit A)as supplemented by applicable supporting documentation, including the Services Description Guide(SDG)(Exhibit B). Customer and Accolade will also execute a Business Associate Agreement(BAA)in accordance with HIPAA(Exhibit C).Further,this BSA incorporates the Addendum to the Business Services Agreement the City of Fort Worth and Accolade, Inc.,executed separately by the Parties.This Form, along with the GTC,SDG, BAA, and any other exhibits or schedules attached hereto and incorporated by reference form a binding agreement between Accolade and Customer, and are collectively referred to as the"Business Services Agreement'or"BSA." All capitalized terms not defined in this Form shall have the meaning set forth in the GTC. Customer hereby represents that this Form is being and has been executed by a person duly authorized to act on behalf of Customer. Customer shall pay all Service Fees as set forth in this Form,and calculated and invoiced in accordance with the GTC. This Business Services Agreement may not be modified or amended except by a written and mutually executed amendment. SERVICES ORDERED Core Services Rates' ®Accolade Total Health and Benefits ® Full Service(F) $16.40 PEPM ® Limited Service L $4.36 PEPM ® Pre-Launch Open Enrollment Support(OE) $4.36 PEPM OE services months are:October 2020 through December 2020 ® Implementation Services $91,600.00 ® Marketing Collateral $7,000.00 Target Launch Datez(Full Services) 1/1/21 Target Go-Live(OE Services only) 10/1/2020 Initial Term 36 months from the actual Launch Date of the Full Services PEPM=Per Employee Per Month,except Implementation Services. 2The Parties intend to go-live with the Service on the Target Launch Date set forth above. Provided Accolade is ready and able to provide Services for the"Full Service" as of the Target Launch Date,but the Target Launch Date is not achieved due to delays caused by Customer or Customer's third party service providers,Customer will pay to Accolade a monthly fee equal to one-half(1/2)of the PEPM Rate for Full Service times the number of Full Service(F)Employees in the"Population Served"grid 1 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade below. The Initial Term(defined below)will not include any delay periods. EXTENDED SERVICES3 Populations Served(Fl Ll OEl N/A) Rates ❑ Accolade Boost: n/a Number of Boosts:n/a ®Trusted Supplier Program Administration4 $0.15 PEPM per Trusted Supplier Trusted Suppliers: Virta ❑ Additional SSOs n/a Number of SSOs:n/a ® Case Management $2.10 PEPM ® Complex and Specialty ® Behavioral Health ® Provider Capabilities $2.78 PEPM ® Utilization Management ® Standard UM(Accolade Pre-Cert List, Accolade UM Services including Medical Review) ❑ Custom UM ® Provider Services(VOE/VOB) ❑Guided Enrollment n/a ❑ Custom Reporting and Insights Package $400.00/hr ❑Other 3 See SDG for additional details or custom services description. 4 Customer and Accolade agree that Trusted Supplier Program will be governed by the terms and conditions as in Exhibit E(Trusted Supplier Program terms)to the Agreement. 2 DocuSign Envelope ID: B175BFF1-2B47-486D-9A0E-D52D36D4A9CD Accolade POPULATION SERVED 2 Approximate Employee and Member Counts (Members= Employee+Dependents) 1, 2 Population Self-Funded Fully-Insured Waived Total Typ e Employees Members Service Employees Members Service Employees Members Service Employees Members Active Full-Time 4,504 9,245 F 1,200 2,400 L 5,704 11,645 Active Port- Tim e Seasonal Temporory COBRA Pre-65 Retirees 1,300 2,000 F 1,300 2,000 Over-65 Retirees Union/Collectiv e Bargaining International/ ExPots Short-term Disability Long-term Disability FMLA/Leave Other Total Employees& 5,804 11,245 - - J]11,200 2,400 7,004 13,645 Members Total for Full 5,804 11,245 - - - - 5,804 11,245 Service Only Customer Employee 4,900 Minimum3 85% 1 For all categories except"Waived,"Member count includes employee and all enrolled dependents. For"Waived,"count refers only to employees or former employees. Z References to F,L,OE,and N are service types referenced in the"Services Ordered"Table above. Full Service(F)means the full service set forth in the Services Description Guide. Limited Service(L)includes limited assistance for individuals who call in but are not covered on a Customer's self-funded health plan supported as defined in the Services Description Guide.Pre-Launch Open Enrollment(OE)service are to assist individuals in understanding and enrolling in Customer's health benefit plans during the Open Enrollment period. "N"means no service elected. a Applies to Full Service(F)only. SERVICE FEES Quarterly Payment Rate: $21.43 PEPM Fee Adjustments(if any) See Appendix 1(Fee Adjustments) Per Member/Employee Rates Rates subject to change annually. Rates will not be increased by more than 5%once every 12 months. Rate AnnualAdjustment increases effective on the anniversary of the Launch Date. CHANGEFEE Health Plan Carrier/TPA Add or Change(Post Initial Implementation):$100,000 PBMorBehavioral Vendor Add or Change(Post Initial Implementation):$30,000 3 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Data Feed Add or Change(Post Initial Implementation:$20,000 Third Party Vendor Add or Change(Post Initial Implementation:$7,500 /NVOICING Implementation Fee.- Invoiced upon signing of contract and payable within ten(10)business days. Implementation Fee is non- recoverable for any reason, including early termination of the BSA or this Services Commitment Form. Quartedy Fee Payment- Customer will pay Accolade an advance on the Quarterly Services Fee for Service during the Service Term in accordance with the following(the"Quarterly Payment"),and following the end of the applicable Service Quarter,Accolade will perform a true-up to determine any under-or over-payment(the"True- LL"). At least sixty(60)days prior to the beginning of each Service Quarter,Accolade shall submit an invoice(the"Quarterly Payment Invoice')to Customer for payment of the Quarterly Payment which shall be paid by Customer no later than thirty(30)days prior to the start of the applicable Service Quarter. The Quarterly Payment amount will be calculated as the product of(i)the most recently available Employee counts for each service level for Customer Employees or in the first Service Quarter a mutually agreed estimated Employee count, in each case not less than the number of Employee months based on the Customer Employee Minimum,(ii)the applicable Quarterly Payment Rate(as defined in the Form) and(iii)the number of months in the Service Quarter. Fee True-Up: Within 45 days after the end of each Service Quarter,Accolade will calculate and submit an invoice for any under-or over-payments for the prior Service Quarter Fees and PG Penalties,if any,based on actual data. PG Penalty calculations will be performed as set forth in this Services Commitment Form and the BSA. If an amount is owed by Customer for an under payment,Customer shall pay such amounts within thirty(30)days of receipt of the true-up invoice. Any amounts over-paid by Customer will be credited against future amounts owed. No invoice amount may be disputed or recovered more than ninety(90) days following the date of the true-up invoice. F/nalAccounting: Upon termination or expiration of this BSA for any reason,the Parties will mutually agree on any balances outstanding between them.Accolade shall prepare a final True-Up Invoice using the methodology set forth above in the Fee True-Up section and determine the final net amount owed by either Party. The owing Party shall make payment within thirty(30)days of issuance of the final True-Up Invoice. Invoicing;Payment Invoices will set forth on an itemized basis the amounts due and how such amounts are calculated based Generally on the Employee count, Base Rates, Extended Services Rates and any applicable Fee Adjustments. Payments will be made in United States dollars,will be non-refundable except to the extent reasonably disputed in accordance with Section 3.3 (Fee Disputes)of the BSA,and will be made by wire transfer or ACH Payment using banking details to be provided by each Party. If Customer uses a third party bill paying service,any fees,commissions or other costs of using that service will be paid by Customer,not Accolade. 4 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade ADDITIONAL TERMS One-time Credit Amount: On a one-time basis,Accolade will provide a credit of$50,000(the "One-time Credit")to Customer, which Customer may use for payment of third party consulting fees, the purchase of additional Accolade services purchased at the then current list price, or as a reduction in the cost of Accolade Total Health and Benefits. In order to pay consulting fees using the One-time Credit, Customer shall send the applicable invoice and written instructions to Accolade authorizing the payment to receivables@accolade.com (or such other email address as Accolade may designate from time to time). In the event the One- time credit is not used by December 31, 2021, any remaining amount shall be credited on the next Quarterly Payment Invoice. SIGNATURES This BSA constitutes the entire agreement between the Parties with respect to the subject matter hereof,and supersedes all other communications and all other prior understandings or agreements between the Parties with respect to such subject matter hereof. EXECUTED as of June 30 . 2020 ("EffectiVe Date") by the Parties hereto, each acting under due and proper authority. ACCOLADE,INC. CUSTOMER DocuSigned by: EV2 ocuSigned by: By: '' ��'^� By: B72FDAFDB4D4 . Name: RajeeVSingh Name: Brian Dickerson Title: CEO Title: Director of Human Resources Date: 6/30/2020 Date: 7/1/2020 5 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade APPENDIX 1 FEE ADJUSTMENTS The Performance Guarantees(PGs) detailed below will be in force for Service Years 1, 2 and 3. If the Customer or Customer's Third Party Providers do not meet all the Requirements listed for a Performance Guarantee, those dollars will no longer beat risk during any measurement period for which Customer or Customer's Third Party Providers do not meet all the Requirements listed for a PG. If the Customer Employee count falls below the Customer Employee Minimum at any time during a Service Year,the Performance Guarantees shall not be in effect and associated dollars shall not be at risk for that Service Year.Customer's sole remedy for any Performance Guarantee miss is to receive the fee adjustment credits set forth herein, if any. Total Fee 1F Reduired at Risk($ Performance PG Incurred Metric PEPM) Service Year Outcome ($PEPM) Calculation Measurement Period Service Year 1 2.0 $4.26 [Total Claims The calculation will Return on Savings] -[Actual be performed on an Investment $4.26 Service Year 2 2.5 $4.26 Accolade Fee] annual basis within ("RO1") 60 days of all (1) (2) Service Year 3 3.0 $4.26 necessary data and thereafter becoming available. Less than 80% $1.06 [Number of survey Client(Member) Client 80%to 84% $0.53 responses indicating Satisfaction: CSAT is (Member) $1.06 Service Years 85%to 89% $0.27 Member is measured on an Satisfaction: 1-3 90%and higher $0.00 "Somewhat" or annual basis within CSAT(3) "Very" satisfied] - 30 days following the [Number of survey end of the evaluation responses] period. Less than 70% $3.19 [#of in-scope members with >$50k Medical + Rx spend within High Cost Claimant 70%to 74% $1.60 measurement Engagement will be High Cost period who have measured on an Claimant $3.19 Service Years contact with annual basis within Engagement 1-3 Accolade within 30 days of when all of (1), (4) 75%to 79% $0.80 measurement the data become period+31 days] - available. [#of in-scope members with 80%and higher $0.00 >$50k Medical + Rx spend within measurement period] 6 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade (1) Requirements for Return on Investment and High Cost Claimant Engagement Performance Guarantees • Customer agrees to replace the health plan Member services phone number with Customer specific Accolade phone number and update the health plan IVR to route all Member calls to Accolade.All inbound calls from Members to the health plan will be automatically rerouted to Accolade. • Customer will provide all of the data points marked as'Required' in the table below in the eligibility file. Customer will provide the data points marked as'Preferred' in the eligibility file when available. Data to be Provided in Employee Data Dependent Data Eligibility File Name Required Required Gender Required Required Date of Birth Required Required Member SSN Required Preferred Home Mailing Address Required Preferred Phone Number(s) Required (1 minimum) Preferred Email Address(es) Required (1 minimum, Preferred work or personal) Employee ID Required Not applicable • Customer will authorize Accolade to push approved communications to employee work and/or home email addresses up to 12 times per year to increase engagement. Customer will approve proposed campaigns and content within 10 business days or Accolade will deem them approved. Accolade is permitted to swap images, headlines, subject lines, and bullets or any element that does not alter the overall message in order to test and improve performance.Content Channels may include employer and personal email, home mailers and Accolade mobile push notification. • Whitelisting:Accolade requires Customer to whitelist Accolade email IP address as a trusted sender to ensure Accolade emails are delivered. (2) Return on Investment Performance Guarantee • Actual Accolade Fee: Equal to the sum of the Full Service Rate, Utilization Management(if applicable) and Case Management(if applicable) rate, less any fee adjustments caused by incurring Performance Guarantees(other than the RO1 Performance Guarantee). Actual Accolade Fee excludes pass through fees,Accolade integration fees charged by vendor partners, Boost fees, Trusted Supplier Program fees and implementation fees. • Total Savings for the RO1 calculation will be calculated as the sum across all Savings Categories(as listed below) of the product of: (a)the number of interactions with Accolade in each Service Year and (b)the Savings per Interaction (as listed below)for the applicable Savings Category. Savings will include administrative savings from the customer eliminating or reducing fees for services replaced by Accolade. If a new point solution is adopted during the service period, this solution will be added to the interaction calculation. If and when Accolade adds new capabilities, the capabilities will be added to the interaction calculation. The parties will mutually agree to the expected savings per interaction of the new point solution or capability. • For interactions where Accolade refers to other vendor or carrier programs, a conversion rate assumption based on Accolade's book of business experience has been applied below as not every referral will result in actual utilization of the vendor/carrier. The parties will mutually agree to adjust these conversion rate assumptions annually if supporting data is available. In addition, if 7 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade actual utilization data is available from a carrier or vendor to whom Accolade refers,Accolade will use the actual vendor/carrier utilization that was driven by Accolade referrals, rather than referrals multiplied by an assumed conversion rate. • Members in the first four Savings Categories below follow a hierarchy to avoid double counting. Members in Case Management are not counted in High Cost Claimants, Disease Management or Treatment Decision Support. High Cost Claimants are not counted in Disease Management or Treatment Decision Support. Disease Management members are not counted in Treatment Decision support. • Members enrolled in Accolade's maternity management program are not counted in Treatment Decision Support for maternity related care issues. Savings per Savings Category* Counting Methodology Interaction (Service Year i) Number of members enrolled in Accolade case management services+ Case Management 50% * Number of members referred to the carrier's case management $21,791 services High Cost Claimants Number of members with $50k or more in combined medical and Rx $5,720 ("HCC") spend during the Service Year assisted by Accolade Disease Management Number of members with chronic conditions assisted by a nurse $988 Treatment Decision Number of nurse interactions with members around medical decisions, Support excluding nurse assistance for high cost claimants, maternity, members $341 enrolled in Accolade case management, and chronic condition members Transparency/Provider Selection Number of interactions with members around provider selection activities $98 Accolade Total Care- Number of high quality provider searches by category I surgery=$7,280 Provider Quality OP surgery=$624 Expert Second Opinion 50% * Number of members referred to the Expert Second Opinion vendor $9,360 Benefits Guidance Number of interactions around use of benefit programs $52 Barriersto Care Number of contextual barriers to care addressed $239 Telemedicine 50% * Number of referrals to the Telemedicine vendor $354 Prep for Visit Number of prep for visit consultations $52 Number of members enrolled with Accolade's maternity program who delivered during the service year. If the employer chooses to use the Maternity Program carrier's or external vendor's maternity management program the metric $747 will count 50% * Number of members referred to the carrier's or external vendor's maternity management program Center of Excellence 50% * Number of members referred to the Center of Excellence vendor $10,400 Diabetic Supply Program 50% * Number of members referred to the diabetic supply program $1,036 Hypertension Supply 50% * Number of members referred to the hypertension supply program $414 Program Eating Disorder Program 50% * Number of members referred to the eating disorder program $900 Weight Management Program 50% * Number of members referred to the weight management program $171 Employee Assistance Program 50% * Number of referrals to the employee assistance program $59 Fitness Program 50% * Number of members referred to the fitness program $62 Blometric Screening 50% * Number of members referred to the biometric screening program $51 Stress Management 50% * Number of members referred to the stress management program $26 8 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Savings per Savings Category* Counting Methodology Interaction (Service Year i) Sleep Management 50% * Number of members referred to the sleep management program $130 Customer Operational Savings Number of phone calls or messages taken by Accolade $11 *Note: Some programs may not apply to all Customers. The table above does not include every possible third party program referral. Third party programs not listed will be added to actual reporting as activity dictates, with the savings mutually agreed upon by both parties. The table above showing the Savings per Interaction represents Savings per Interaction amounts through December 31, 2021. Each subsequent year, beginning with January 1, 2022, the Savings per Interaction amounts will be increased by 4%. Any refinements to the Claims Savings calculation based on Customer's data will be mutually agreed to by the parties. Notes and Definitions: • Interactions and referrals to third-party programs include: o Accolade Health Assistants viewing the program content and educating the member over the phone o Accolade Health Assistants sending information via mobile messaging o Members self-serve by performing an action through Accolade applications • The calculation will be performed on an annual basis within 60 days of all necessary data becoming available. • Amount of Credit:The amount of any credit related to the RO1 Performance Guarantee will be capped at the amount necessary to achieve the RO1 Requirement. (3) Client(Member)Satisfaction:LSAT Performance Guarantee • Accolade shall perform surveys of Members served under this Agreement using the following question or a similar question: Based on your recent interaction with Accolade, how satisfied are you with the service received?" Response options shall be "Very Satisfied," "Somewhat Satisfied," "Not as Satisfied as I Would Like" and "Not Satisfied at All." Members will be invited to complete surveys across various channels including phone, email, mobile and web following an engagement with Accolade. • A Member may choose to participate in the survey multiple times during a service period if they have multiple interactions with their Accolade Health Assistant or Registered Nurse. • Minimum of 100 survey responses required in each service period. (4) High Cost Claimant Engagement Performance Guarantee • High Cost Claimants are not included in the metric if they terminate prior to the end of the measurement period and the triggering high cost claim is not paid at least 30 days before the member's termination date. • Medical and Rx spend is based on claims incurred and paid in the measurement period. • Contact definition: Defined as a phone conversation with Member or any entity on behalf of the Member where contact is made, messaging session where inbound and outbound communication occurs via mobile application or Member portal, and Member self-service usage of digital content. o Entities on behalf of Member include family member, providers, health plans, authorized representative, etc. o Emails, messages and voicemails sent in bulk are not counted as contacts. 9 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade o Self-service usage is defined as engagement when a member performs an action through Accolade applications on their mobile device or via the web. Members are not counted as self-service engaged if the only action taken is to register or login. • Number of In-scope Families definition:Self-Insured Population receiving Total Health and Benefits full service. 10 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade EXHIBITA GENERAL TERMS AND CONDITIONS 1. Services. 1.1. General. Accolade will provide the services elected by Customer as set forth in the Services Commitment Form ("Form"), and further described in the"Services Description Guide"or"SDG" (collectively,the "Service").The Services Description Guide may be revised by Accolade from time to time to reflect new features or changes to the Service. Updated versions of the Services Description Guide will be provided or made available to Customer. The Services Description Guide will not be revised in a manner that materially reduces the functionality of or eliminates a contracted for service component or feature without Customer's written agreement. Accolade shall reasonably determine the appropriate means, methods and details of fulfilling Accolade's obligations hereunder, including sole responsibility for managing the delivery of the Service in accordance with the terms and conditions of this BSA. 1.2. Employees;Member Population. The Service shall be provided to selected eligible employee participants of Customer's benefit plans (the "Plans ") as may be further identified in the Form (the "Employee(s)") and, to the extent eligible pursuant to Customer's benefit plan eligibility rules, their eligible spouses, domestic partners, and dependents (collectively, the "Members"),which may include(i)employees who have enrolled in one of Customer's medical benefit plans and their enrolled spouses, domestic partners, and dependents, including self-insured and fully insured Plans (if elected by Customer), and (ii) other employees (and, as applicable, their enrolled spouses, domestic partners, and dependents) who participate in COBRA plans, or certain retired former employees of Customer or employees who waive coverage, in each case as indicated in the Form. The Form shall set forth the type of service to be provided to each Member type. Members may fall into the following Service types: Full Service Members; Limited Service Members; Open Enrollment Only Members; or other Service types indicated in the Form. As set forth further below in Section 3, Fees will be based on the number of eligible Employees and calculated on a per Employee per month basis("PEPM"). The Form also may indicate a Customer commitment to pay a PEPM fee based on an Employee group size of no less than the number of Employees set forth in the Form (the "Customer Employee Minimum"). The Parties acknowledge that the number of Employees and/or Members will fluctuate throughout the Term. If Customer seeks to add a material number of Employees and/or Members in a short period of time (i.e., more than 10%of the then current Employee/Member count,for example, due to merger or acquisition), Customer will provide reasonable advance notice to Accolade, and the Parties will work together to mutually agree on the implementation of such new members, the date the Service will commence for such new members, and any adjustments required to the scope of the Service to accommodate the new members. 1.3. Implementation Services; Launch. 1.3.1. Accolade will develop an implementation plan for Customer based on Accolade's experience working with various carriers, third party administrators, and other benefit providers and partners ("Third Party Providers") for similarly situated customers and information provided by Customer during the pre-contract sales discussions, as may be further detailed in an Implementation Description Guide ("IDG"). Accolade will communicate such plan (and, if applicable, provide the IDG) to Customer, and implement the process for providing the Service and its required supporting infrastructure substantially in accordance with the plan. Customer acknowledges and agrees that the implementation plan and/or IDG are developed as flexible timelines designed to achieve the target Launch Date, and that the timing and cost of Customer's specific implementation requires Customer to timely perform its obligations under Section 1.4 below and reasonable cooperation of its Third Party Providers. New information or a lack of timely cooperation by Customer or its Third Party Providers may cause delays in the launch of the Service and/or increased costs to Customer for which Accolade will not be responsible provided it uses reasonable efforts to work with Customer to mitigate the effects of any such delays or increased costs. 1.3.2. The Form sets forth a target Launch Date agreed to bythe Parties. Each Partywill use commercially reasonable efforts to implement and launch the Service to Members by the Launch Date, including as further set forth in this Section 1.3. If the Launch Date is not met (e.g., due to a failure of Customer or one or more of Customer's Third Party Providers), and Accolade will not be at fault for the delay, Customer will pay to Accolade the "Monthly Launch Delay 1 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Fee" set forth in the Form. 1.4. Customer's Obligations Related to Services. 1.4.1. Customer shall facilitate the implementation and launch of the Service to Customer Members by(A)directing its Third Party Providers to take such action as may be reasonably necessary for Member engagements with the Service to be directed to Accolade, including, without limitation, as applicable, having applicable Third Party Providers reissue plan ID cards to reference Accolade's phone number, mobile applicable or portal service and/or make appropriate changes to interactive voice recording (IVR) routing systems; (B) directing such Third Party Providers to timely provide to Accolade and its subcontractors all benefit, eligibility, claims, health and related Plan data as may be necessary to support the Service and as may be further agreed by the Parties for the purpose of measuring, identifying and capitalizing on opportunities to improve the health of the Customer Members or any other purpose agreed by the Parties(collectively, "Required Data"); (C) amend, to the extent necessary, the applicable Plan documents, including the SPD and Notices of Privacy Practices, to permit and accommodate the Service, including a description of the healthcare navigation, care coordination, and case management components of the Service;and (D) performing such other Customer internal activities as are necessary to support and implement the Service, including maintenance of the SPD and associated Plan documents. Customer is and shall remain the plan fiduciary and acknowledges that Accolade shall not be a Plan fiduciary (named or otherwise) under any applicable laws, and retains discretionary authority over interpretation and administration of the Plan. The Accolade Service provides only administrative services, and Accolade does not have fiduciary authority. Customer shall at all times be responsible for compliance and operation of its plan, and is solely responsible for payment of all costs and expenses to pay claims or otherwise fund the benefits set forth in the Plan documents, including the SPD. 1.4.2. Throughout the Term, Customer shall continue to obtain the cooperation of its Third Party Provider(s), including causing such Third Party Providers to share or provide access to Accolade and its subcontractors of any Required Data (as defined above) reasonably required to support the ongoing delivery of the Services. Customer will be responsible for any costs associated with the provision of Required Data that may be charged by such Third Party Providers. Customer acknowledges that Accolade's ability to provide timely and satisfactory Service under this BSA is contingent upon Customer and its Third Party Providers providing Required Data to Accolade and its subcontractors. In the event that Accolade does not have timely and accurate access to the Required Data as agreed to by the Parties, Accolade and Customer shall work together to mutually address and agree to such necessary adjustments or alternative approaches to enable Accolade's performance under this BSA. Customer's inability to meet the obligations of this Section 1.4 shall not relieve it of its other obligations under this BSA. 1.4.3. Required Data includes certain personal contact information for Members, including without limitation, full name, date of birth, address, telephone number, gender, employee identification number, government or health plan identification numbers, and email addresses to enable Accolade to ensure awareness about the Service, make outreach communications to Members, and verify the identity of Members(and their personal representatives) prior to disclosing personal or protected health information, and to generally provide support to Members in accessing their health benefits and receiving healthcare from their medical providers. Customer will ensure that Accolade is provided such information either directly or through Customer's Third Party Providers, such as benefit eligibility vendors, health plan carriers, and the like. Customer represents that (A) it is permitted to provide and direct the provision of such Required Data to Accolade in connection with the Services, and (B) to the extent applicable, has obtained or will obtain all required consents, authorizations (including of its Members under HIPAA), or approvals to fulfill its obligations under this BSA and to enable the provision of Required Data to Accolade for use in providing the Services. Customer (and/or such Third Party Providers on Customer's behalf) will provide, to the best of their knowledge, accurate and complete information, and ensure that the information provided is compliant with applicable law, such as the TCPA, do-not-call, Can-Spam and other telemarketing or consumer-based laws, rules and regulations. 1.4.4. If Customer requests that Accolade deliver Member PHI to it or another of its third party service providers, Customer will only request the minimum amount of information necessary to administer the Plan, and that Customer shall be solely responsible for (A) complying with all applicable federal and state laws restricting access, use, or disclosure or 2 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade redisclosure of any such Member PHI required to be disclosed by Accolade, and (B) ensuring that any and all third parties to whom Accolade discloses such Member PHI at Customer's request comply with these obligations.Customer agrees that Accolade may require it to sign written documentation reflecting the terms and conditions of this Section 1.4.4. 1.5. Customer User/Member Registration; Licenses; Restrictions; Ownership. 1.5.1. Customer's personnel (e.g., Customer's benefit team personnel who will interact with Accolade's customer partnerships team) and Members ("Customer User(s)") who use the Service may be required to register for certain features or technologies in order to establish or receive usernames and passwords and to agree to certain end user terms and conditions. As part of such registration process, Members may also be asked to provide certain authorizations regarding use of their personal information for purpose of receiving Service. Accolade may decline to provide Service to any Customer User or Member who fails to complete the registration process. 1.5.2. Subject to the terms of this BSA: (a)Accolade hereby grants Customer and its Customer Users a non-exclusive, non- transferable, limited right during the Term to access and use the Service solely for Customer's internal business purposes as contemplated by the BSA, subject to the Service scope and pricing specified in the BSA;and (b) Customer hereby grants Accolade a non-exclusive, non-transferable, worldwide right to use Required Data (as defined above) and any required Customer systems as may be required for Accolade to provide Services, or provided to Accolade or submitted into the Services. If access to a Third Party Provider system is required, Customer will facilitate such access through its Third Party Provider in accordance with Section 1.4 above. 1.5.3. Accolade and its licensors and suppliers own and retain all right, title, and interest in and to the: (a) the Service and all other software, hardware,technology, documentation, and information provided or used by Accolade in providing the Service or licensed to Customer as part of the Service; (b) all insights, analytics, de-identified data, aggregations, databases, and reports based on or derived from Required Data or Accolade's provision of the Service; (c) all ideas, know-how, and techniques that may be developed, conceived, or invented by Accolade during its performance of the Service; and (d) all worldwide patent, copyright, trade secret,trademark and other intellectual property rights in and to the property set forth in (a) through (c) above. For the avoidance of doubt, and except as set forth in this Section 1.5.3, nothing herein is intended to create an ownership right in the Required Data and other information provided by or on behalf of Customer and received by Accolade for the purpose of providing the Services. Accolade shall not sell or, except as permitted hereunder to perform the Service, provide such Required Data or information to third parties. 1.5.4. Customer agrees that it will not: (a) permit any party to access and/or use the Service, other than the Customer Users authorized under this Agreement; (b) rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service, including without limitation, any external websites that contain third party content and that are linked to via the Service;(d) reverse engineer or access the Service in order to(i) build a competitive product or service, (ii) copy any features, functions or graphics of the Service; (e) without Accolade's express written permission,introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (g) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means, if any. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service or any part thereof. 1.5.5. Depending on the nature of the Service provided,Accolade may provide or permit each of the Customer Users to set a unique username and password to enable access to the Service. If applicable, each username and password may only be used to access the Service during one (1) concurrent login session. Customer will ensure that each username and password issued to a Customer User will be used only by that Customer User,will be responsible for maintaining the confidentiality and security of such usernames and passwords, and will be solely responsible for all activities that occur under these usernames. Customer agrees that it is wholly responsible for its and its Customer Users' use of and 3 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade access to the Service, and that it will (a) not allow a third party to use its account, usernames or passwords at any time; and (b) notify Accolade promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this BSA. Accolade reserves the right to terminate any username and password which it reasonably determines may have been used by an unauthorized third party. 1.6. Awareness and Outreach Service (Member Communications). 1.6.1. Accolade will provide to Customer the standard awareness and outreach package (referred to as Member Communications)as well as certain limited customizations, in each case as further set forth in the SDG,to incorporate Customer materials (e.g., approved Customer stock photos, and corporate approved copy) in order to drive engagement with Members. Customer acknowledges and agrees that its support of the awareness and outreach services are material to Accolade's ability to reach and maintain a high level of engagement. Any performance guarantees or other fee adjustment requiring certain levels of engagement with Members shall be subject to Customer's support and consent to Accolade deploying its standard awareness and outreach package as set forth in the SDG. Customer also agrees to support any additional reasonable and lawful awareness and outreach campaigns that may be reasonably necessary to achieve the mutually agreed engagement levels. 1.6.2. If the parties mutually agree to conduct additional awareness and outreach activities in addition to the foregoing,the Parties will mutually agree on the nature,scope and cost for such additional marketing;such marketing and promotion in accordance with this Section 1.6 shall not be subject to Section 13.9. Except as setforth in this Section 1.6,Customer will be responsible for developing and paying for any additional awareness and outreach activities, and other communication of Services. 1.6.3. Customer agrees to use its commercially reasonable efforts to support Accolade's engagement with its Members, including the awareness and outreach services set forth in the SDG, including, without limitation, by providing Required Data, and permitting Accolade to run campaigns and make outreach to Members through various means (e.g., internal Customer portals or email, email generally,via digital marketing, telephone, regular mail, and the like). 1.7. Change Control Procedures. 1.7.1. The Parties shall use the procedures set forth in this Section 1.7 to review and mutually agree to any requests by or on behalf of Customer to: (i) modify, upgrade, or otherwise change the Service (including the elements and/or frequency of any task performed as part of the Service), (ii) increase or decrease the amount of a particular Service beyond what was provided in the SDG or other exhibit to the BSA, or (iii) change the means or manner in which the Service is provided ("Chan e s "). 1.7.2. If Customer wishes to make a Change, it shall deliver to Accolade a written request in a form reasonably designed to describe the requested Change ("Change Request"). A Change Request will contain as much detail as is reasonably practicable regarding the nature and scope of the Change, including the proposed implementation date, and the priority of the Change in relation to other pending Changes, if any. The submission of a Change Request shall not be deemed a commitment to enter into a final, binding Change Order (as defined below) or otherwise constitute an obligation on Accolade to implement the Change Request. 1.7.3. Within a reasonable period following receipt of a Change Request,Accolade shall conduct an initial assessment of the requested Change, including additional costs, and provide its initial assessment to Customer. If the Parties agree to consider the Change Request further, Accolade will prepare a high-level plan (a "High Level Plan"), which plan will include a description of(i) the scope of the Change Request, (ii) the estimated resources required to implement the Change Request, (iii) an approximate cost for such Change Request, and (iv) a proposed timeline for completion of such Change Request. 1.7.4. Based on the High Level Plan,the Parties shall develop a change order that sets forth the respective obligations of the Parties with respect to the implementing the Change Request(a "Change Order"); provided, that, in developing any such Change Order,the Parties shall take into account each Party's respective timelines and resources for completion of such Change Orders. 4 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade 1.7.5. If the Change was requested to comply with applicable law or a change in law(in each case, whether or not enacted or in force), Accolade shall be obligated to reasonably implement such Change, and Customer shall be obligated to pay Accolade a reasonable cost associated with such Change Request as will be documented in a Change Order. 1.7.6. If the Parties are unable to agree to any applicable change in the Fees, then neither Party shall be bound to agree to the subject Change Request or to enter a Change Order. A Change Order will become effective only upon its signing by the authorized signatories of Accolade and Customer. Upon implementation of the Change, the changed services shall then be deemed part of the "Service" and subject to the provisions of this BSA. 2. Representations,Warranties and Responsibilities of the Parties. 2.1. By Both Parties. 2.1.1. Accolade and Customer each hereby represent, warrant, and covenant to the other that: (a) it has the authority to enter into the BSA,to grant the rights granted by it under the BSA, and to perform its obligations under the BSA; and (b) it will comply with all applicable laws and regulations, including laws regarding the security or privacy of Required Data,that may be in effect during the term of the BSA as they apply to such Party's obligations under the BSA. 2.1.2. Accolade and Customer will work together to establish the process integration points required to create a positive Customer Member experience. 2.1.3. Customer and Accolade will provide executive leadership, sponsorship, decision-making and support necessary to ensure that the BSA is successfully implemented.The Parties will each identify an implementation project leader to be the primary points of contact for the implementation. 2.2. By Accolade. 2.2.1. Accolade will, in performing its obligations under this BSA, provide the Service in a professional manner according to standards consistent with Accolade's provision of services to its other customers using personnel of sufficient skill and experience. 2.2.2. Accolade will, in performing its obligations under this BSA, comply with all applicable privacy laws including, without limitation, to the extent applicable: (1) those governing the privacy and security of stored (whether electronically or otherwise)or transmitted PHI that are applicable to such Party, including without limitation HIPAA and state laws;and (2)the provisions as set forth in the Business Associate Agreement, attached hereto as Exhibit C. 2.2.3. The Service, and the use thereof by Customer or its Members in accordance with the terms of this BSA, does not and will not infringe, or constitute an infringement or misappropriation of, any intellectual property rights or trade secret of a third party; provided that Customer warrants that the Required Data or other information or materials provided by Customer in connection with the Services, and its use by Accolade to provide Services, does not and will not infringe, or constitute an infringement or misappropriation of, any intellectual property or trade secret rights of a third party. Customer's exclusive remedy and Accolade's entire liability for any breach of this Section 2.2.3 shall be the indemnification provisions set forth in Section 8.1 below. 2.3. By Customer. 2.3.1. Customer represents that it has lawful access to the Required Data and the right and ability to make such Required Data available to Accolade, and that such Required Data shall be accurate and complete in all material respects. 2.3.2. Customer represents that its benefit Plan documents, including any provisions pertaining to the disclosure or receipt of personal information or PHI (such as its Notice of Privacy Practices) are compliant with applicable law and contemplate or will be duly amended to permit Accolade Services. 2.3.3. Customer represents that if it requests access to Member PHI or requests that Accolade provide Member PHI to a third party for Plan administration purposes or otherwise, its Customer Users,employees or representatives, or other third parties have the right to receive such Member PHI according to applicable law and under its benefit plan documents, and that it will not make any illegal or non-compliant use of such Member PHI. 5 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade 2.3.4. Customer represents that, under no circumstances, shall it use Member PHI or any other information learned from Accolade for any employment-related actions or decisions, except with the express, written authorization of the relevant employees, consistent with applicable law. 2.4. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE LIMITED WARRANTIES SET FORTH IN THIS BSA ARE PERSONAL TO THE PARTIES HERETO, AND ARE THE SOLE WARRANTIES PROVIDED BY ACCOLADE RELATED TO SERVICES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS BSA, THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND NEITHER PARTY MAKES ANY COVENANTS, REPRESENTATIONS, CONDITIONS NOR WARRANTIES TO THE OTHER PARTY, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR CONDITION OTHERWISE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ACCOLADE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ACCOLADE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. 3. Economic Arrangements. 3.1. Service Fees. Customer agrees to make payment of Service Fees in accordance with the Form, which sets forth the following "Fees" to be paid to Accolade: 3.1.1. a one-time fee, if any, as set forth in the Form, paid by Customer to Accolade for implementation of the Service (the "Implementation Fee"). 3.1.2. a quarterly amount described in the Form for the applicable calendar quarter during the Service Term (each a "Service Quarter") and adjusting the Base Fee by any Extended Services Fees and any amounts calculated in accordance with any adjustments to the Fees arising from the Performance Guarantees as set forth in Appendix 1 to the Form ("Performance Guarantees") (the Base Fee adjusted by any Extended Services and Performance Guarantees, collectively the "Quarterly Services Fee"). All fees and other charges will be paid in United States dollars, and will be non-refundable except to the extent reasonably disputed in accordance with Section 3.3 (Fee Disputes) below. 3.2. Payment Terms. Payment and invoicing terms are set forth in the Form. 3.3. Fee Disputes. In the event of a good faith dispute regarding an invoice, Customer shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed ("Disputed Amounts") pending resolution of the dispute if Customer provides a written statement of the dispute ("Notice of Dispute") within five (5) business days of receipt of the invoice. Following receipt of the Notice of Dispute,the Parties shall undertake commercially reasonable discussions to attempt to resolve the dispute in good faith within three (3) business days. If, through such dispute resolution procedure, Customer is found to owe the Disputed Amounts(or some other mutually agreed amount),the Disputed Amounts(or such other mutually agreed amount)will be paid promptly, but not later than the earlier of the invoice due date or three(3)business days following such determination, and if later, with interest back to the date such charges were originally due, at the rate of one and one- half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower, up until the date of actual payment. 3.4. Data Change Implementation Fee. If, after implementation of the Service, one or more of Customer's Third Party Providers makes more than de minimus changes to Required Data that requires Accolade or its subcontractors to make changes to the ingestion, processing or storage of such Required Data, Customer will pay to Accolade an amount equal to Accolade's then prevailing fees for such data change services as set forth in the Form. 3.5. Taxes. Accolade's fees do not include any governmental taxes, assessments,fees or duties("Taxes")that may be applicable in connection with the Services. Customer will be responsible for paying all Taxes, except for taxes on Accolade's income. If Accolade is obligated to pay or collect Taxes on Fees for which Customer is responsible to pay under this Agreement,then the appropriate amount will be invoiced and paid by Customer as part of the Fees, unless Customer provides proof of exempt status from such Taxes and provides Accolade a valid tax exemption certificate authorized by the applicable government authority at least thirty(30)days in advance of the next invoice to be paid by Customer. Accolade will not be obligated to apply 6 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade such exemption retroactively to previous invoices. 4. Relationship Management. 4.1. Relationship Executive. Each Party will designate a senior executive (each a "Relationship Executive") to serve as the main point of contact between the Parties on overall oversight of the Parties' relationship, review and consideration of any material issues that may arise and be escalated to a senior executive level, and other high-level issues matters pertaining to the implementation and compliance with this BSA. It is intended that each Party's Relationship Executive will serve as the single point of contact under this BSA and have the authority on behalf of each such Party,as applicable,to resolve issues and provide all approvals on behalf of such Party. Relationship Executives will meet on an as needed basis. 4.2. Relationship Manager. Each Party will designate one or more individuals (each a "Relationship Manager")to serve as day-to- day contacts, who will have the authority on behalf of each such Party, as applicable, to decide all questions of a day-to-day nature that may arise under this BSA and to provide all approvals on behalf of such Party, as applicable, in respect of such day- to-day questions; provided that material issues or questions requiring executive or legal approval will be escalated to the Relationship Executives for review. Relationship Managers will meet at least semiannually to review performance and associated reporting, and otherwise on an as needed basis. 4.3. Cooperation. Each Party hereto agrees to cooperate fully with the other Party hereto in furnishing any reasonably requested information or performing any action reasonably requested by such Party that is needed by the requesting Party to perform its obligations under this BSA. In addition to the obligations of this Section 4, either party may request a quarterly meeting among the Customer and Accolade Relationship Executives and other relevant individuals to discuss the relationship and any strategic issues related to this BSA or the Service. S. Term and Termination. 5.1. Term. INTENTIONALLY DELETED. See Addendum to the BSA. 5.2. Termination for Breach. INTENTIONALLY DELETED. See Addendum to the BSA 6. Confidentiality. 6.1. General. The obligations of confidentiality set forth in this BSA apply to each Party and their respective employees, agents, representatives and sub-contractors ("Personnel"). The Party that receives Confidential Information is referred to as the "Receiving Party," and the Party that disclosed Confidential Information to the other Party is referred to as the "Disclosing Party." 6.2. Protected Health Information. Concurrently with the execution of this BSA, Accolade agrees to enter into a HIPAA Business Associate BSA("BAA")with Customer as set forth in Exhibit C to this BSA. To the extent that there is conflict between this BSA and the BAA, the agreement that provides the more restrictive obligations on the Parties shall apply. 6.3. Confidential Information. The term Confidential Information means all technical and non-technical information in whatever form disclosed and whether disclosed before or after the Effective Date of this BSA, including but not limited to, patent, copyright, trade secrets and proprietary information, techniques, inventions, "know how," processes, apparatus, equipment, algorithms, software programs, software secure documents, contracts and formulae related to the current, future and proposed products and services of either Party, and their respective information concerning financial information, procurement requirements, purchasing, key personnel, suppliers, customers and prospective customers, member names, participating provider names, member information, Accolade business information, professional peer review programs and activities, credentialing procedures, complaint procedures, price lists, operational methods, plans for future developments, business forecasts, sales and merchandising, marketing plans and information, and any other protocols, policies and procedures developed by either Party. 6.4. Exclusions from Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that is or was: 6.4.1. Possessed by the Receiving Party prior to receipt or access pursuant to this BSA, other than through prior disclosure by the Disclosing Party or by a third party under a confidentiality obligation to the Disclosing Party, as evidenced by 7 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Receiving Party's contemporaneous written records maintained in the ordinary course of business; 6.4.2. Developed by the Receiving Party without access to or use of the Confidential Information, as evidenced by the Receiving Party's contemporaneous written records maintained in the ordinary course of business; 6.4.3. Published or available to the general public other than through a breach of this BSA or breach by a third party of its confidentiality obligations to the Disclosing Party;or 6.4.4. Lawfully obtained by the Receiving Party without restriction or use of disclosure from a third party with a valid right to disclose such Confidential Information. 6.5. Use of Confidential Information. 6.5.1. The Receiving Party shall permanently hold, and cause its respective Personnel to hold, all Confidential Information received from the Disclosing Party in strict confidence except that(i) use and disclosure of Confidential Information that constitutes PHI,will be governed by the BAA entered by the Parties and (ii)the Receiving Party may disclose the minimum necessary Confidential Information that is required to be disclosed by government agencies, accreditation agencies, external reviewers, regulatory authorities, or pursuant to a court order only to the extent such disclosure is required by law and if and only if the Receiving Party provides reasonable prior notice to the Disclosing Party of such disclosure. 6.5.2. Except as specifically permitted by this BSA, neither Party shall permit the disclosure of Confidential Information to any person or entity, other than as permitted in this BSA. 6.5.3. Each Party shall limit the disclosure, duplication and use of Confidential Information to the performance of its obligations under this BSA and shall limit access to and possession of Confidential Information only to those of its Personnel whose responsibilities reasonably require such access or possession. Each Party shall advise all such Personnel before they receive access to or possession of Confidential Information of the confidential nature of the Confidential Information and require them to abide by the terms of this BSA. 6.5.4. The Receiving Party shall prevent unauthorized access, disclosure and use of the Disclosing Party's Confidential Information using the same degree of care, but no less than commercially reasonable care,that it uses to prevent the unauthorized access,disclosure and use of its own Confidential Information. The Receiving Party shall promptly notify the Disclosing Party of any breach of this BSA which becomes known to the Receiving Party. 6.5.5. Customer agrees and acknowledges that as part of the Services, Accolade may aggregate, de-identify and/or anonymize any personally identifiable information, including PHI ("Anonymized Data") for the purpose of providing and improving the quality of the Service. De-identification and anonymization of any personally identifiable information,including PHI,shall be in accordance with one of the prescribed methods under HIPAA or other applicable privacy laws, rules or regulations,as applicable. For the avoidance of doubt,Anonymized Data shall not be considered Confidential Information under this BSA; provided, however, that, except as necessary to operate and improve the quality of the Service,Accolade will not itself nor permit any of its subcontractors to sell or license such Anonymized Data of Customer to a third party for such its own, independent commercialization or use where such third party is neither partnered with Accolade for the purpose of supporting the Services nor engaged to provide services to Customer or its members. 6.5.6. This BSA does not confer any right, license,interest or title in,to or under the Confidential Information to the Receiving Party,and no license is hereby granted to the Receiving Party, by estoppel or otherwise, under any patent,trademark, copyright, trade secret, or other proprietary rights of the Disclosing Party. Title to the Confidential Information shall remain solely in the Disclosing Party. Any and all Confidential Information, intellectual property or trade secrets developed in the course of performing the Service shall be considered the exclusive property of Accolade. 6.6. Return of Confidential Information. Upon expiration or termination of this BSA and at the Disclosing Party's request, the Receiving Party: 6.6.1. Shall, if feasible, recover all of the Disclosing Party's Confidential Information (and all copies of such Confidential 8 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Information) from all persons who received such Confidential Information from or through the Receiving Party. The Receiving Party shall either deliver to the Disclosing Party or destroy, at the Disclosing Party's option and pursuant to certification by the Receiving Party of such destruction, all of the Disclosing Party's Confidential Information (and all copies of such Confidential Information) in the possession of or control of the Receiving Party; and 6.6.2. Shall, upon a determination by the Receiving Party that such recovery and return or destruction as set forth in Section 6.6.1 is not feasible in full or in part, certify that all of the Disclosing Party's Confidential Information that is not recovered and either returned or destroyed will be held in compliance with the conditions set forth in this Section 6.6. 6.6.3. In addition to the foregoing, a party may retain Confidential Information as may be necessary to comply with applicable law, rule or regulation, its internal document retention policies and procedures, and other archival purposes provided that such Confidential Information shall remain subjectto the obligations of this Section 6 and shall not be used for any other purpose. Subject to the limitations of Section 6.5.5 above, this Section 6.6 shall not apply to Anonymized Data. 6.7. Legal Proceedings. In the event a Receiving Party is requested or required in connection with any legal proceeding to disclose any Confidential Information, such Receiving Party will, if possible and permissible, give the Disclosing Party prompt written notice of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other remedy and/or waive compliance with the provisions set forth in this Section 6.7, and the Receiving Party will cooperate with the Disclosing Party to obtain such protective order. In the event that such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the relevant provisions of this Section 6.7,the Receiving Party will furnish only that portion of the Confidential Information which, in the opinion of the Receiving Party's counsel, is legally required to be disclosed and will use its or its best efforts to obtain assurances that confidential treatment will be accorded such information. 6.8. Enforcement. Customer and Accolade acknowledge that the breach of the provisions of this Section 6 may cause irreparable injury to the Disclosing Party that could not be adequately compensated by money damages. Accordingly,the Disclosing Party may seek a restraining order and/or injunction prohibiting a breach or threatened breach of the provisions of this Section 6 in addition to any other legal or equitable remedies that may be available. The provisions of this Section 6 shall survive the termination of this BSA. 7. Privacy and SecUrity. Accolade and its affiliates and subcontractors safeguard the Customer's and the Customer's Members' personal and protected health information in accordance with applicable U.S. law, rule and regulation (e.g., HIPAA/HiTECH) using industry standard data and network protection measures as further set forth in the SDG and in Exhibit D(Data Security Addendum). 8. Indemnification and Limitof Liability. 8.1. Indemnification by Accolade. Accolade shall, at its sole cost and expense, indemnify, hold harmless and defend Customer (including Customer's current and former officers, directors, and employees), from any and all allegations,judgments, losses, damages, penalties, liabilities, costs, and expenses, including without limitation, the costs of defense and other reasonable expenses of litigation,that may be incurred by, imposed upon,or asserted against Customer by reason of any legal proceeding, claim, action or demand of a third party ("Claim") arising from any alleged breach of this BSA or any willful misconduct or grossly negligent act or omission of Accolade (including Accolade's officers, directors, and Personnel) in connection with its activities under this BSA.. This indemnity and the options (a) — (c) above state Customer's sole and exclusive remedy for infringement Claims. The aggregate liability of Accolade under this Section 8.1 for the Term of this BSA shall be limited to two (2) times the total amount of fees paid by Customer to Accolade for the Service in the twelve (12) months immediately preceding the Claim. 8.2. Notice.A Party entitled to be held harmless hereunder will give the Party obligated to provide such protection prompt written notice of any Claim instituted by any third party in respect of which the Party being indemnified is entitled to protection hereunder; provided, however,that the failure to provide such notice shall not affect the rights of the Party being indemnified 9 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade hereunder except in the event and to the extent the Party providing such protections is prejudiced by such failure. 8.3. Defense of Claim.Subject to the provisions of Section 8.1 and 8.2,the Parties will cooperate fully with each other in connection with the defense, negotiation or settlement of any Claim. 8.4. Resolution of Claims. Notwithstanding the provisions of Section 8.3, neither Party shall settle or compromise any Claim by a third party for which indemnification is provided hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed 8.5. GENERAL LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN RESPECT OF THE PAYMENT OF FEES OR OTHER AMOUNTS OWED BY CUSTOMER FOR THE SERVICE OR IMPLEMENTATION THEREOF,A PARTY'S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, A BREACH OF CONFIDENTIALITY, OR THE SPECIFIC LIMITATION OF LIABILITY APPLICABLE TOACCOLADE'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S LIABILITYTO THE OTHER PARTY FOR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF ALL FEES ACTUALLY PAID BY CUSTOMER FOR SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE TIME THAT THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 8.6. Survival of Provision. The Limitations of Liability and Accolade's indemnification obligations under this Section 8, subject to the limitations stated herein, shall survive the expiration or termination of this BSA by either Party for any reason. 9. Independent Contractor. 9.1. Accolade, in furnishing services to Customer hereunder, is acting as an independent contractor and Accolade has the sole obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, the Service to be performed under this BSA. Nothing contained in this BSA is intended to give rise to, or gives rise to, a partnership,joint venture, agency, fiduciary, employment, or other relationship between the Parties or imposes upon the Parties any of the duties or responsibilities of partners, joint venturers or employer-employee, beyond the relationship of independent parties to a commercial contract. 9.2. Personnel furnished by Accolade are not employees or agents of Customer; such persons shall be solely the employees or agents of Accolade and shall be under the sole and exclusive direction and control of Accolade. Accolade has and retains full control over the employment, supervision, compensation, hiring, training and discharge of all employees to the extent that such personsare assisting in the performance of Accolade's obligations.Each Party,including its Personnel,shall be responsible for compliance with all laws, rules and regulations applicable to it. 10. Force Majeure. Neither Party shall be liable for any failure to perform as required by this BSA to the extent such failure to perform is due to circumstances reasonably beyond such Party's control, including without limitation, acts of nature, fire, civil disturbances, failure of governmental approval required for full performance, acts of aggression,terrorism, acts of God, epidemic, energy or other conservation measures imposed by law or regulation, explosions,transportation problems,telecommunications failures, failure of the Internet generally, or of outages or failures of third parties, including,without limitation,Accolade's vendors, or other unforeseen, extraordinary events beyond the control of the Parties("Force Majeure")that may materially and adversely impact the timing and the delivery of the Service, or the economic impact of that Service. In the event that a Force Majeure occurs, the Parties shall mutually agree to equitably adjust terms and conditions to mitigate the impact of such events. The time periods affected by such Force Majeure will be removed from any calculations related to service levels, incentives or performance guarantees. 11. Record Keeping;Access to Records. During the Term and for a period of at least six(6)years thereafter(or for such longer periods as may be required by applicable law), Accolade shall maintain records generated pursuant to this BSA and shall cooperate with Customer to enable Customer to comply with all laws, regulations and accreditation standards applicable to Customer and to the operations and activities of 10 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade the Parties contemplated by this BSA. 12. Insurance. Accolade shall procure and maintain, at its expense and uninterrupted at all times during the Term of this BSA appropriate insurance coverage with respect to its providing Service under this BSA. Upon reasonable request of Customer,Accolade shall provide to Customer copies of relevant certificates of insurance. 13. General. 13.1. Assignment. Neither Party will, without the prior written consent of the other Party, assign this BSA or any amounts payable pursuant to this BSA(including by operation of law), except that a Party may assign this BSA, without consent, but with notice to the other Party to the extent permitted: (1) to any entity controlled by or under common control with such Party, or (2) in connection with a merger, acquisition, sale of substantially all of its assets or business, reorganization or change of control or ownership of such Party; provided, in each case, such assignment will not result in any right of termination of this BSA. 13.2. Conditions Precedent. Customer represents and warrants that all necessary approvals of regulatory authorities have been obtained or waived. 13.3. Changes and Modifications. The terms and conditions of this BSA may not be amended,waived or modified,except in a writing signed by both Parties. 13.4. Severability. In the event that any provision of this BSA is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this BSA,the Parties shall determine if the provision is severable and the remaining provisions in the BSA can remain in full force. In the event the provision is not severable, the Parties shall replace or modify the provision in such a way as to render it valid and enforceable or, alternatively, equitably adjust the terms and conditions of the BSA to reflect the deletion of the clause. 13.5. Interpretation. Interpretation of this BSA will be governed by the following rules of construction: (i)words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the word "including" and words of similar import shall mean "including, without limitation," (iii) provisions will apply, when appropriate, to successive events and transactions, and (iv) the headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this BSA. 13.6. Governing Law. INTENTIONALLY DELETED. See Addendum to the BSA 13.7. Negotiated Terms. The language, terms, conditions, and provisions of this BSA are the result of negotiations between the Parties and this BSA will not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this BSA or based on a Party's undertaking of an obligation under this BSA. 13.8. Survival. The following sections of this BSA will survive the expiration or termination of this BSA:Sections 6(Confidentiality), 7 (Disclaimer), 8(Indemnification and Limitation of Liability), 11(Record Keeping), 12(Insurance), 13.5 (Interpretation)and 13.6 (Governing Law). 13.9. Publicity, Promotional Materials and Use of Name. Accolade shall have the right to use Customer's name and logo in presentations and pitch materials shown or provided to prospective customers, on Accolade's website and in marketing materials provided they are not widely distributed; provided that if Customer notifies Accolade that a particular use is not appropriate,Accolade will modify such usage in accordance with Customer's reasonable instructions. Accolade may announce the customer relationship in a press release provided that Accolade obtains Customer's prior written approval of the release and the wording of the release, not unreasonably withheld or delayed. Except as set forth above, neither Party may use or refer to other Party, or use the other Party's trademarks and taglines, in any way, including but not limited to promotional and marketing materials, press releases, and business presentations without prior written approval of the other Party. 13.10. Counterparts. This BSA may be executed in counterparts,all of which when taken together constitute a single agreement. This 11 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade BSA may be executed by facsimile signature, each of which shall be deemed an original. 13.11. Notices. Any notice required or permitted by this BSA must be in writing and will be deemed to have been given if sent by first class mail (postage prepaid), overnight carrier, or personal delivery, addressed as set forth in the Services Commitment Form. Each Party may designate a different address by notice given in the manner provided herein. Notices sent by overnight carrier or personal delivery will be deemed to be effective upon receipt, and notices sent by first class mail will be deemed to be effective no later than the fifth business day following the mailing of such notice. Notwithstanding the foregoing, notification of Security Incidents will be subject to the requirements set forth elsewhere in this BSA. 12 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade EXHIBIT B SERVICES DESCRIPTION GUIDE 13 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Description Guide : Accolade Total Health and Benefits May 2020 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD mw Accolade Accolade Total Health and Benefits Solution As part of the Services you selected in accordance with the elections made in a mutually executed Services Commitment Form,you have elected to receive the Accolade Total Health and Benefits Solution offering and may have elected one or more Total Health and BenefitsExtend or Additional Services. This Service Description Guide("SDG")describes the core services and individual Total Health and BenefitsExtend or Additional Service types(each,a "Service";collectively, "Services") provided by Accolade, Inc. ("Accolade")to you,a Total Health and Benefits Customer("Customer"; also referred to as the"Employer" herein),as the sponsor of an employee medical health benefit program,and your selected eligible employee participants of Customer's benefit plans as identified in the applicable Services Commitment Form to the agreement between Accolade and Customer(the "BSA"or the "Agreement"),and their eligible dependents(collectively,the"Members").Such Members may include(i) employees who have enrolled in one of your medical benefit plans and their enrolled dependents,including self-insured and fully insured plans,and (ii)other employees(and,as applicable,their enrolled dependents)that participate in COBRA plans,or certain of your retired former employees or employees who waive coverage, in each case as indicated in the Services Commitment Form. As further detailed in this SDG, Members engage with Accolade Health Assistants°, Clinical Health Assistants(Registered Nurses),and other Clinical Team Members'who deliver the Accolade clinical programs,and technology platform,which includes Accolade Online(Member portal),Accolade IQ(Customer reporting portal),Accolade Mobile(mobile application) and Accolade Activate(Member engagement solution),all delivered and managed by Accolade through multiple modalities including direct telephony,internet,Accolade portal and mobile applications. To perform these Services,Accolade works with your Health Plan carrier(s) (each,a "Carrier")or Third Party Administrators (each,a "TPA"),and other partners within your health benefit ecosystem,such as wellness programs.We work collaboratively with Carriers and TPAs to integrate with and/or replace select services provided by your Carriers and/or TPAs. In the case of working with your Carriers and/or TPAs,you have a key role (as further described in the'Customer Role in Accolade Services' section below) in causing certain required data to be delivered, including benefit eligibility and claims history, in order for Accolade to provide support to your Members. As part of Accolade's strategy for delivering new technology and innovation,we are constantly building new features and enhancements into our Service offerings,which will be made available to you when released by Accolade for use by its customers generally. If and when such new features and enhancements are made generally available as part of the Services described herein,we will modify the Service descriptions contained in this SDG. New Service features generally made available for purchase may be purchased pursuant to a mutually executed amendment to the applicable Services Commitment Form or a standalone statement of work. We will never remove or materially degrade components of the Services you have contracted for without your approval.Accolade shall reasonably determine the appropriate means, methods and details of fulfilling Accolade's obligations hereunder, including sole responsibility for managing the delivery of all Services in accordance with the terms and conditions of the BSA. This Service Description Guide(SDG)is designed to set forth the services Accolade provides as part of the Accolade Total Health and Benefits Solution, and services not described in this SDG are not included in the Service. If the Customer desires to add or change a service, Customer will make a"change request"in accordance with the terms and conditions of the BSA. There may be additional fees for such changes. Accolade's provision of services is dependent on various Customer obligations, including, without limitation, the provision of required data,obtaining the cooperation of Customer's other vendors,Member communications and the like. The failure of Customer to fulfill its obligations may delay or prevent Accolade from timely performing the Services. Accolade's healthcare professionals do not practice medicine,nursing,pharmaceutical care,or engage in any other form of patient care. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 2 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD mw Accolade Roles and Responsibilities Matrix Matrix Key: The Roles and Responsibilities Matrix below details Accolade's obligations in performing the Services,as well as the Customer and Third Party Vendor responsibilities.The letters in the Roles and Responsibilities Matrix represent the following parties: • A=Accolade • P= Pharmacy Benefit Manager("PBM") • BA= Benefits Administrator • TS=Trusted Supplier • C/T=Carrier or Third Party Administrator("TPA") • V=Vendor • E= Employer Member Engagement Services Service Elements Pa rty •- - . • 1.0 Healthcare Advocacy Service 1.A Healthcare Advocacy Service A.1 Replaces incumbent advocacy vendor for Accolade eligible populations. A Provides advocacy services as further defined in this Roles and Responsibilities A.2 A Matrix. See specific sections for more detailed descriptions. A.3 Discontinues any current advocacy programs/services for the Accolade eligible V populations. A.4 Provides Accolade with insight and information related to incumbent advocacy E services and/or processes. A.5 Redirects appropriate Member calls to Accolade. E/V 2.0 Information Regarding the Plans 2.A Plan Documents Customer will provide Plan Documents and Non-Plan Documents(e.g.,Open A.1 Enrollment and New Hire Enrollment Guide, Program Overviews/Brochures)to E/C Accolade promptly following execution of the Agreement, but no later than four(4) months prior to the Launch Date. Customer will,from time to time and as necessary, provide Accolade with any amended Plan Documents and Non-Plan Documents that impact the Services; if A.2 such amendments require any changes to the Services,such amendments will be E/C/T provided to Accolade sufficiently in advance of the effective date of such amendments to permit Accolade to timely implement the same(failure to timely provide Accolade with amendments may cause delays in implementation). Accolade will implement changes to the Service required by amendments to the Plan Documents and Non-Plan Documents prior to the effective date of such A.3 amendments; provided the applicable amendments are timely provided to A Accolade in accordance with A.2 above. Amendments requiring material changes to the Services will require a mutually executed change order billed at Accolade's prevailing time and materials rates. lllEj 2.B Implementation Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 3 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Promptly following execution of the Agreement,the Parties will meet to discuss B.1 the implementation process. Customer will provide Accolade with all reasonably A E requested information required to support Accolade's implementation process and provide input and comments. Accolade will develop an Implementation Plan and provide it to Customer,which B.2 will include a detailed description of the various milestones and checkpoints A required to complete the implementation process. B 3 Customer will notify all partners and introduce Accolade within ten (10) business E days following execution of the Agreement. Customer will assist Accolade in completing data sharing agreements with B.4 Customer's partners to ensure Accolade receives all data required to support E Accolade service. B 5 Customer will approve all source materials used to populate Accolade's systems as E part of the Implementation process. Accolade will integrate with Customer's partners/vendors in place at the time of service launch. If Customer's vendors change post-launch,the integration processes and roles/responsibilities of Accolade,Customer and vendor will be B.6 substantially the same as documented herein subject to any differences in the A E/V services of such vendors and/or new vendor's integration capabilities. If significant work is required due to a change in such vendor,such work may be subject to additional fees to be mutually agreed by the parties. 3.0 Benefit Administration 3.A HR Services and Employee Benefit Center Responds to Member inquiries and provides education on eligibility and benefit coverage.This includes guidance on eligibility requirements, how to update A.1 demographic information and guidance on the process for alerting the Customer or A Customer's third party vendor,as appropriate,to eligibility discrepancies and disputes. Customer redirects employee/enrollee with healthcare related questions or A.2 support needs to Accolade. E/BA/V A.3 Retains employee support of payroll, payroll deductions,time away from work, E/BA employee performance,workplace grievances and related questions. A.4 Provides support in helping Members understand their health and benefit plan A options. A.5 Provides Members with accurate benefit plan information, including any special A plan design requirements. A.6 Provides Accolade eligibility requirements(e.g., plan eligibility,coverage periods E and enrollment requirements). Provides Accolade with a designated contact point when calling with or on behalf A.7 of Members. Provides Accolade with a designated contact point to refer E employees/enrollees for non-Accolade supported questions and needs. 3.13 Benefit Administration/Customer Portal and Application(s) Provides access to health and benefit information via self-service tools or through B.1 the Health Assistant supported environment,with secure messaging through both A Accolade Online and Accolade Mobile with the ability to navigate digitally to benefit programs,Carriers and/or third party solutions. B 2 Provides and maintains Single Sign-On ("SSO")capability for connectivity of A Customer/employee portal to Accolade Online. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Elements Pa rty Sect Description Accolade Other B.3 Retains responsibility of the employer benefits web page portal. E/BA B 4 Integrates with Accolade in creating and maintaining SSO portal connectivity for E/BA their population. 3.0 Enrollment Vendor-Transaction Processing CA Educates Members on enrollment process and applicable plan election options, A based on eligibility data feeds. Loads Customer's population file and plan elections for Medical,Vision and Dental C.2 benefits into the Accolade platform. Note: Pharmacy and Behavioral Health A elections are based on the medical plan election. C.3 Retains Member election transaction processing. E/BA CA Provides Accolade with weekly eligibility file. E/BA C.5 Provides Accolade with a one-time monthly eligibility snapshot for the historical E/BA period,which is generally 30 months. C.6 Provides designated contact to Accolade for enrollment disputes and E/BA qualifications/questions. 4.0 Member and Medical Plan Enrollment Election Activity 4.A New Hire Educates new hire Members about benefits, medical plan enrollment process, A.1 enrollment provisions and requirements,surcharges,credits,defaults,cost-sharing, A networks and plan options. Provides guidance about tools and resources that are available to Members and A.2 A how to access the tools and resources. Promotes and educates Members on wellness programs,services and incentives, A.3 A as well as other point solutions(e.g.,telemedicine). Educates Members on process to follow for any discrepancies/disputes(when applicable) related to coverage elections, missed enrollment periods,or dependent A.4 audit provisions for qualified dependent status. In the event of an adverse A outcome,Accolade will provide Members with information about the appeal process and direct the Members to the Carrier/TPA to initiate the appeal process. A.5 Provides Accolade with new hire materials and enrollment process details. E/BA Retains responsibility for election transactions,comparison or decision support E/BA A.6 tool(s) and enrollment resources. 4.13 Open Enrollment or Special Enrollment Periods Educates employees and Members about benefit plan options, benefit plan design B.1 changes,significant network changes,election timeframes,enrollment provisions A and requirements,surcharges,credits,defaults and cost sharing changes. Provides guidance about tools and resources that are available to Members and B.2 how to access the tools and resources(e.g., plan comparison and decision support A tools). B 3 Supports provider network status verification based on the Member's medical plan A selection and when necessary supports enrollee with provider search/selection. Promotes and educates Members on wellness programs,services and incentives, B.4 A as well as other point solutions(e.g.,telemedicine). B.5 Provides Members with education on the transition of care process. A Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 5 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Provides Accolade with detailed open enrollment materials and other information communicated to Members(e.g., messaging related to plan design changes,Carrier B.6 changes,costs),open enrollment guides,and rules logic for determining plan E/BA eligibility for enrollees(e.g., plan regionalization). 13.7 Provides Accolade with enrollment process steps and provisions. E/BA 4.0 Enrollment Requirements CA Educates employees and Members on any enrollment requirements,surcharges, A and premium credits. C.2 Provides Accolade with enrollment election requirements by population,surcharge E/BA information and premium credit information. C.3 Retains program administration responsibility of enrollment requirements, E/BA surcharges and incentives. C.4 Provides contact point to address employee/enrollee escalations and disputes. E/BA 4.D Premium—Employee Payroll Contributions Educates and provides Members guidance about tools and resources available to D.1 A obtain specific contribution information. D.2 Retains responsibility for how Member contributions are calculated. E/BA D.3 Provides Accolade with information on Member contribution resources and tools. E/BA D.4 Responsible for pay check deductions discrepancies and disputes. E/BA D.5 Provides Accolade with point of contact and resource for more information. E/BA 5.0 Eligibility Membership 5.A Qualified Life Events A.1 Educates Members regarding qualified life events and the benefit election change A process. A.2 Provides guidance about available tools and resources. A A.3 Retains eligibility transaction processing. E/BA A.4 Provides designated contact to Accolade for helping Members in resolving any E/BA issues. 5.13 ID Cards Provides Members support for medical, behavioral health, pharmacy,dental and B.1 A vision ID card requests and medical Member ID number questions. 13.2 Educates Members about available ID card self-service capabilities. A 13.3 Requests replacement medical or prescription ID cards on behalf of Members via A Carrier/TPA portal,email or phone,when necessary. 13.4 Retains ID card fulfillment. C/T/P/V Updates the Member Service number on the medical Member ID Card(s)with C/T 13.5 Accolade's phone number and redirects calls(via Carrier Interactive Voice Response("IVR"))to Accolade. Provides IVR and/or online capability to Accolade to order medical ID cards on C/T B.6 behalf of the Member. Provides IVR and/or PBM contact to Accolade to order pharmacy ID cards on behalf P B.7 of the Member. 13.8 Provides Accolade with information and educates Accolade on the ID card self- C/T/P service options available to Members. 13.9 Provides Accolade with a weekly Membership feed which includes medical C/T Member ID number and group number. 13.10 Provides designated contact to Accolade for any issue resolution. C/T/P Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade 6.0 Benefit Coverage-Medical and Behavioral Health 6.A Benefit Questions&Accumulator Maximums A.1 Replaces the Carrier's Member support/advocacy functions. A A.2 Provides personalized health and benefit support to Members. A A.3 Educates Members who have medical and behavioral health benefit coverage A questions. Delivers real time deductible and out-of-pocket maximum accumulator information using the 270/271 EDI transaction data as made available by Member's Carrier. A.4 A When such information is not available,Accolade guides the Member to obtain the appropriate information where made available by the Member's Carrier. Supplies Accolade with all benefit plan details including Summary Plan Descriptions A.5 ("SPDs"),Summary of Benefits and Coverage("SBCs"), benefits booklets,and other E employee medical and behavioral health benefit plan information. A.6 Provides a designated point of contact to Accolade during implementation and E/C/T beyond for benefit intent clarification. Provides designated benefit resource(s)to Accolade during implementation as well C/T A.7 as on an ongoing basis(as needed)for benefit and clinical policy clarification and updates. A 8 Supplies Accolade with all benefit plan details used by the Carrier/TPA to create the C/T SPDs and configure adjudication systems(e.g.,Carrier Installation Documents). Provides information on any Member year-to-date("YTD") accumulator values and C/T A'9 process guidance for leveraging available self-service tools. A.10 Provides Accolade with system access to Member YTD accumulator values. C/T A.11 Provides access to 270/271 transaction information to Accolade. C/T 6.B Wellness Programs Educates Members about the wellness program administrator and available wellness programs(e.g.,tobacco cessation,weight management and other B.1 programs)or services through promotion and education.This includes both A Customer-sponsored and Carrier-sponsored health and wellness programs, services,and incentives. B 2 Provides detailed employer-sponsored wellness program and vendor contact E/C/T information to Accolade. B 3 Provides a designated point of contact to Accolade for program clarification E/C/T questions. 77Benefit Coverage—Pharmacy 7.A Pharmacy Benefit Questions&Accumulator Maximums A.1 Supports Members with prescription medication benefit coverage questions. A P Delivers accurate deductible and out-of-pocket maximum accumulator information using 270/271 transaction data as made available by Customer's Carrier via a data A.2 feed or system access.When such information is not available,Accolade educates A C/T the Member on where to obtain accumulator information. A.3 Supplies Accolade with all benefit plan details including SPDs,SBCs,and other E/P prescription medication benefit plan information. Provides a designated benefit resource(s)to Accolade for benefit clarification, both A.4 during implementation and thereafter. P A.5 Retains point of sale Member Services function. P Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 7 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade A.6 Provides designated benefit resource(s)to Accolade for benefit and clinical policy P clarification and updates, both during implementation and thereafter. A 7 Provides initial formulary information within one week of execution of the P Agreement. Provides formulary information, including medications with the following A 8 provisions: Maintenance, Prior Authorization,Quantity Limit(including specific P limits),Step Therapy,Specialty, Infertility,ACA,and any medications with special coverage rules. A.9 Provides regular formulary updates on a quarterly basis. P Provides information on any Member YTD accumulator and process guidance for A.10 leveraging available self-service tools. C/T Provides read-only pharmacy claims system access for Accolade's Pharmacy Team A.11 to assist with Member claims processing questions, including medication look-up P tools. A.12 Provides pharmacy locator link and plan specific look-up tool. P 8.0 Carrier Processes &A Carrier Questions Educates Members who have questions regarding Carrier processes(e.g., subrogation,fraud/abuse,coordination of benefits,grievance,network A.1 A deficiencies). Prepares and directs the member to the appropriate Carrier contact for resolution. A.2 Supplies Accolade with Carrier processes and contacts for Carrier services. C/T/P Claims-Medical 9.A Claim Adjudication and Adjustment Processing A.1 Retains claim processing function and notifications to Members and providers. C/T 9.B Claims Data Provides weekly processed claim data file feeds to Accolade (as defined by the standard data integration)showing paid,and denied statuses, including all financial data. Note:Claims data is required to help resolve Member's claims questions in an expedient and efficient manner. Our preference is to receive all of the financial B.1 information that is presented on a Member's EOB. This information enables C/T Accolade to explain to the Member that a claim was paid correctly,why their obligation might be different than expected or why a claim was denied. It also enables us to help Members learn from process errors(e.g., INN/OON,place of service)that if avoided in the future,will reduce their financial obligations. Accolade does not calculate or use provider discount or reimbursement for any purpose not related to these individual Member billing and claim questions/issues. 9.0 Claim Status and Claim Issue Resolution/Discrepancies Responds to and assists Members with claim status questions for claims incurred CA during the benefit plan year in effect at the time of the Services launch and A thereafter during the term of the Agreement. C 2 Assists Members in resolving claims questions, issues,discrepancies and A understanding payment plan options. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 8 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade ARW Educates Members about their benefits coverage and network provisions. Educates C.3 Members about alternative benefit options or logistics resources when a Member A receives an adverse determination. Facilitates the review of a claim discrepancy with the Carrier/TPA on behalf of the C.4 Member.Accolade will establish, in collaboration with the Carrier/TPA,an A F integration process for claim reprocessing(adjustment). Requires Carrier/TPA collaboration;Customer will support and direct Carrier/TPA as necessary. Integrates with Accolade in support of claim issue resolution on behalf of the C.5 Member. C/T Provides Accolade with claim system access when needed to review, research,or C.6 initiate adjustment requests. C/T C 7 Provides Accolade with designated point of contact(s)for escalated dispute C/T resolutions. 9.13 Submitting a Claim Educates Members about the claim submission process, in addition to guiding D.1 Members to forms and/or providing forms,as necessary, in the event the A rendering provider(e.g.,out-of-network)does not submit a claim on the Member's behalf. D 2 Retains claim receipt, processing and disposition notifications(Explanation of C Benefit("EOB") remittance)to Member and provider. Provides Accolade with process guidance for how to submit a claim and where to D.3 get applicable forms. C' 9.E Explanation Of Benefits Requests Educates Members about any available self-service functions and will initiate an E.1 A EOB reissue request on the Member's behalf when necessary. E.2 Retains issuance of EOB to Members. C/T E.3 Provides self-service access for Members to obtain copies of their EOBs. C/T Updates the Member Service number on EOBs with Accolade's phone number and C/T E.4 redirects calls(via Carrier IVR)to Accolade. Provides capability(e.g.,system access and/or via IVR)to Accolade to initiate an C/T E.5 EOB request on behalf of a Member. E.6 Provides Accolade with designated point of contact(s)for EOB requests as needed. C/T 9.F Appeals-Post Service(Claims) Educates and provides process guidance to Members about the Carrier/TPA appeal process—written and/or verbal (phone)appeal initiation.When the Carrier/TPA supports verbal appeals,the Health Assistant will promptly connect the Member F.1 with the designated Carrier/TPA contact point to initiate such appeal according to A the Customer's Plan Documents. (Note: Accolade does not"represent"the Member in the appeal process,and Members will need to submit appeals on their own behalf; however,Accolade Health Assistants will support Members as they navigate the appeal process.) F 2 Educates Members about supporting documentation needed by the Carrier/TPA A from the treating provider(s). Educates Members on whether an appeal has been received and/or a F.3 determination has been made through direct system access,when provided,or via A a designated contact. F.4 Retains appeal intake,determination and disposition notification. C r Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 9 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Provides Accolade with appeal process information—1st level,2nd level and E/C/T F.5 external (as applicable). F.6 Provides Accolade with designated point of contact(s)for appeal status questions C/T and escalated dispute resolution, including a Member facing contact. 10.0 Claims—Pharmacy Benefit Manager 10.A Claim Adjudication and Adjustment Processing Retains claim processing function and notification of claim disposition to Members. A.1 P Continues to offer Member Services support. 10.13 Prescription Medication(Rx)Data B.1 Provides daily processed claim data file feeds to Accolade. P 10.0 Claim Status and Claim Issue Resolution/Discrepancies Responds to Member inquiries about claim status questions,discrepancies,and CA issue resolution of pharmacy claims/medication tier and/or engages the PBM for assistance when necessary. C.2 Educates Members with resolution of pharmacy billing questions, issues and discrepancies. C.3 Educates Members about lower cost medication options,if and when applicable. CA Educates Members about their benefits coverage and network provisions. C.5 Educates Members about any alternative benefit options or logistics resources when a Member receives an adverse determination. C.6 Facilitates the claim discrepancy review with the PBM on behalf of the Member. C 7 Integrates with Accolade in support of claim issue resolution on behalf of the Member. C 8 Provides Accolade Pharmacy Team with read-only claim system access for deeper dive review research of claims. C.9 Provides Accolade with designated point of contact(s)for escalated dispute resolution. 10.D Submitting a Claim D.1 Educates Members about the claim submission process and where to find forms. A Educates Members about their benefit and network coverage, and provides D.2 A alternative options or logistics resources(e.g.,appeals process, payment plans). D.3 Retains claim receipt, processing,and disposition notifications. Provides Accolade with process guidance for how to submit a claim and where to D.4 get applicable forms. 10.E Appeal Process Educates and provides process guidance to Members about the appeal process. E.1 (Note: Accolade does not"represent"the Member in the appeal process,and A i Members will need to submit appeals on their own behalf; however,Accolade Health Assistants will support Members as they navigate the appeal process.) E 2 Educates Members regarding supporting documentation needed from the treating A provider(s). Educates Members on whether appeal has been received and/or a determination E.3 A has been made through direct system access or via a designated contact. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 10 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade ARW Educates Members about their benefits coverage and network, as well as supports E.4 Member in sourcing alternative options or logistics resources(e.g.,external A P review). E.5 Retains appeal intake,determination and disposition notification. P Provides Accolade with appeal process information—1st level,2nd level and E.6 P external (as applicable). E 7 Provides system access to Accolade to support Member prescription appeal status P questions. E 8 Provides Accolade with designated point of contact(s)for appeal status questions P or escalated dispute resolution, including a Member facing contact. 11.0 Provider Search 1LA Provider Search and Network Status Check A.1 Verifies the provider's network status based on the Member's medical plan A election. Conducts provider searches, including primary care,specialists, behavioral health A.2 services, hospitals,and ancillary services,such as durable medical equipment, using A Accolade's provider selection tool. Conducts and/or delivers an assessment to the Member to define requirements for A.3 their provider needs. Accolade seeks clarification on needs,validates requirements A with several providers,and supports scheduling of the appointment. Provides Member with several provider options,supports Member's readiness for A.4 the provider visit,confirms Accolade scheduled visits,and follows-up with member A to support additional post-visit needs,when appropriate. A.5 Retains provider network management. C/T Provides Accolade provider directory data and applicable network information C/T A.6 regularly. Provides Accolade information regarding the network gap exception process and a C/T A'� designated point of contact(s)for escalated dispute resolution. Provides Accolade information regarding the transition of care process and a C/T A'g designated point of contact(s)for escalated dispute resolution. A.9 Provides Accolade a designated point of contact(s)for complex provider searches. C/T 11.B Preferred Network/Onsite Clinics/Centers of Excellence("COE") B.1 Educates Members about any preferred networks,onsite clinics,COE options,COE A vendor programs and requirements. B.2 Assists Members by finding and accessing preferred network/COE care providers. A B.3 Retains preferred or COE network management. C/T Provides Accolade applicable directory or online look-up access,information and C/T B.4 guides to preferred and COE networks. B.5 Provides Accolade a designated point of contact(s)for preferred networks and E/C/T COEs. B 6 Provides Accolade information on employer managed preferred networks,onsite E clinics and/or COE. 11.0 Provider Quality Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 11 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Accolade Health Assistants utilize Accolade-proprietary tools to identify high- CA quality providers at the specialty and sub-specialty level. These tools may be A supplemented with additional quality ratings to share with Members. 11.D Price Transparency Supports Member questions regarding the cost of healthcare services with a D.1 combination of detailed benefits and coverage information plus Accolade's internal A tool for estimating the costs of shoppable healthcare services. Provides Accolade and or selected vendor partner with provider network and D.2 270/271 transaction access for inclusion in Accolade's Provider Search, Price and C, Quality Tool. 11.E Provider Engagement and Coordination Engages providers and their office staff in supporting Members with administrative needs,including: • Network status verification and appointment availability E.1 • Billing/claims clarification and issue resolution A • Understanding payment plan options • Prior Authorization status Provides Members with benefits coordination. Provides Members with care E.2 coordination support via Accolade Case Management Services and for Members with inpatient admissions and discharges. E.3 Provides a Member's provider,when appropriate,with any contextual insights of which provider may not be aware(e.g., logistical,financial, emotional barriers). EA Redirects provider calls that are not in the scope of Services to the Carrier/TPA's provider services team. E.5 Continue to engage providers as defined by Carrier's policies and procedures. 12.0 Financial AccountsEV 12 A Health Savings Account(HSA)/Health Reimbursement Account(HRA)/Flexible Spending Account(FSA)/Dependent Care Flexible Spending Accounts(DCFSA) Provides Member general education and process guidance about the spending A.1 account,tools,and resources(e.g., how it works,where to go for A questions/discrepancies and Customer defined contributions). A 2 Refers Members to appropriate financial account vendor for account activity A questions and/or discrepancies. A.3 Supports Members with any contribution questions or discrepancies. Provides general spending account information and vendor contact information to A.4 Accolade. A.5 Manages Members spending account funds and supports Members with spending account transaction activity questions or discrepancies. 13.0 Other Health and Wellness Benefits 13.A Dental Educates Members with plan election options,answers basic benefit coverage A.1 questions, confirms enrollment,educates Members regarding eligibility rules,and A answers questions about ID cards. Refers Members to the dental vendor for complex benefits questions,claims A.2 A questions and network/provider selection support. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 12 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Provides vendor name and contact information and summary level dental benefit A.3 E information (summary of benefits)to Accolade. A.4 Retains Member support for complex benefits questions,claims questions and V network/provider selection support. 13.B Vision Educates Members with plan election options,answers basic benefits coverage B.1 questions,confirms enrollment,educates Members regarding eligibility rules,and A V answers questions about ID cards. Refers Members to the vision vendor for complex benefits questions,claims B.2 A questions and network/provider selection support. Provides vendor name and contact information and summary level vision benefits B.3 E information (summary of benefits)to Accolade. BA Retains Member support for complex benefits questions,claims questions and V network/provider selection support. 13.0 Other Health and Wellness Benefits Educates Members in understanding and navigating additional benefits and programs available through the Customer, including but not limited to Employee CA Assistance Program ("EAP"), health and wellness programs, services and discount A programs,with the goal of optimizing utilization and promoting the value of available programs and services. Provides Accolade detailed information about available health and wellness C.2 E programs,along with vendor contact information. C.3 Retains program management and employee/enrollee support. V 13.1D Leave of Absence(LOA)/Disability/Workers Compensation Educates Members about LOA/Disability processes and refers employee to the D.1 A appropriate contact and/or vendor(s) resource(s). D 2 Supports employee Members with their healthcare questions or concerns and will A refer to the treating provider as appropriate. D.3 Provides Accolade information and appropriate contact information for LOA, E disability and workers compensation,as applicable. DA Retains employee support and program management. V 14.0 Medical and Pharmacy Plans Pre-Determination, Pre-Certification and Prior Authorization 14.A Pre-Determination A.1 Educates Members regarding any applicable Carrier pre-determination options and A assists the Member in navigating the process. 14.B Pre-Certification/Prior Authorization Educates Members on any benefit coverage provisions and the associated B.1 A processes for pre-certification and/or prior authorization requirements. B 2 Educates Members regarding any alternative options to discuss with their treating A provider. 14.0 Pre-Certification/Prior Authorization Appeals CA Educates and provides process guidance to Members regarding the Carrier/TPA or A PBM appeal process including written and/or verbal (phone)appeal initiation. C 2 Educates Members regarding supporting documentation that may be required by A the Carrier/TPA or PBM from the treating provider(s). C.3 Educates Members on how to obtain appeal status. A Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Educates Members regarding their benefit coverage and network,as well as CAA supports Member in sourcing alternative options or logistics resources. 14.D Carrier Responsibility for Pre-Determination, Pre-Certification, Prior Authorization and Appeals D.1 Retains intake, review,determination and outcome communication. C/BH/P D 2 Provides Pre-Determination, Pre-Certification, Prior Authorization and Appeal C/BH/P process information and criteria to Accolade. Provides daily utilization management data feed and system access to Accolade. C/BH D.3 (Note: Not applicable if Accolade provides full suite of utilization management services.) DA Provides Accolade with a point of contact for any escalated Member issues. C/BH/P 15.0 V Pharmacy Benefit Manager 15.A Retail, Mail Order and Specialty Prescriptions A.1 Educates Members regarding the retail,mail order and specialty prescription A P benefit options and answers Members'questions about coverage. 15.B PBM Network Assists Members with finding network pharmacies when provided access to the B.1 PBM's online lookup tool or other alternative means for the network pharmacy A P information. B.2 Retains network management. P B 3 Provides Accolade with online pharmacy lookup tool and applicable network P information that should be used to appropriately conduct searches for Members. 15.0 Point of Sale Services Responds to Members who call with a point of sale issue based on data available CAA P via PBM system access and/or by engaging PBM as necessary. C.2 Retains Member/pharmacist point of sale support issue resolution. P 15.D Prescription Medication Look Up D.1 Provides Members support specific to medication questions regarding benefit A P coverage and/or cost. Provides Accolade initial and ongoing updates of all relevant formularies and D.2 details about all associated medication provisions including step therapy,quantity P limits,and prior authorization requirements. D.3 Provides Accolade with read-only system access to pharmacy tools. P 15.E Pharmacist Services E.1 Redirects pharmacist and pharmacy staff calls to the PBM. A E.2 Retains pharmacy and pharmacist support. P E.3 Provides integration point of contact to pharmacist support line. P 15.F PBM Role in Retail, Mail Order and Specialty Prescriptions F.1 Provides Accolade with retail, mail order and specialty pharmacy process guidance P details. F 2 Provides Accolade with retail, mail order and specialty pharmacy vendor(s) P information. F.3 Provides integration point of contact to Accolade in support of issue resolution and P escalations. 16.0 Medication Support/Management 16.A Medication Management and Compliance Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 14 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Conducts medication review and consultation with Members to determine A.1 whether Members understand the medications they are taking, including why they A are taking the medications and any barriers that exist that may prevent them from being compliant. Assists Members by resolving any barriers to medication compliance,including A.2 researching and providing medication options so the Member can discuss the A options with their treatment provider. A.3 Identifies and communicates cost saving opportunities to Members. Prepares and A refers Members back to provider to discuss options. 16.13 Specialty Prescriptions B.1 Educates Members about specialty prescription program offered by PBM vendor. A P 13.2 Retains clinical support for Members taking specialty medications. P 13.3 Establishes integration point with Accolade in supporting Members. P 13.4 Provides list of medications restricted to the Specialty Pharmacy. P 13.5 Provides Accolade with points of contact for any Member issues. P 17.0 Care Management 17.A Disease Management/Chronic Condition Support Identifies,assesses,and develops collaborative care plans with Members with any A.1 new chronic diagnosis or existing chronic condition(s)with gaps in care or any A identified areas of improvement in order to promote self-management,improve clinical outcomes,quality, and cost-effectiveness of care. A.2 Assists Members by helping to remove barriers to care. A Provides Members with personalized and whole-person support(e.g. social and A.3 financial determinants)that uses an integrated medical and behavioral health care A management model. A.4 Turns off Disease Management programs. C/V A.5 Provides transition report to Accolade prior to launch to include all Members who C/V are currently being supported. A.6 Provides Accolade with a designated clinical point of contact. C/V 17.13 Maternity Support Supports women preconception,during and after pregnancy with focus on B.1 assessing, identifying and managing any pregnancy risks to ensure the best A outcomes for both mother and baby.Accolade supports all pregnant Members, including those that are low risk and high risk. 13.2 Assists Members in understanding infertility treatment options, medical and A pharmacy benefits and accessing any appropriate COE. Conducts postpartum assessment/depression screening,educates on postsurgical 13.3 (C-section)care(if applicable), newborn care, provides lactation consultation,and A provides education on the importance of scheduling follow-up OB and pediatrician appointments. 13.4 Provides NICU education and support prior to NICU need and post-discharge(when A applicable). 13.5 Educates Members on available maternity incentives,as appropriate. A 13.6 Turns off Maternity Management program. C/V Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 15 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Provides transition report to Accolade prior to launch to include all Members who C/V are currently being supported. (Note: Accolade will take over support of Members B 7 enrolled in the Carrier's maternity management program who are in their 1st or 2" trimester at the time of Accolade launch.The Carrier will continue to support Members in their 3"trimester.) Provides daily utilization management data feed to Accolade to support Maternity C/V B.8 Management. (Note: Not applicable if Accolade provides full suite of utilization management services.) B.9 Provides Accolade with a designated clinical point of contact. C/V 17.0 Treatment Decision Support Educates and provides Members who are in the process of making care decisions CA with evidence-based medical information and the positives and negatives of A specific treatments or diagnostic test options. Tailors the conversation to each Member in order to best understand and support C.2 the Member's goals,values and preferences and provides care options based on A this understanding. C.3 Motivates,encourages and empowers Members to be actively engaged in care A decisions with their provider(s) by arming them with knowledge and questions. C.4 Will support the Member's discussion with their provider,when appropriate, A about treatment options. C.5 Turns off treatment decision support program. C/V Provides daily utilization management data feed to Accolade to support treatment C.6 and pre/post-discharge process. (Note: Not applicable if Accolade provides full C/V suite of utilization management services.) 17.D Pre/Post-Discharge Support Engages Members before their hospitalization, preparing them for hospitalization, D.1 including any procedures and tests that will occur during the stay,as well as A assesses and assists Members with their post-discharge needs. D 2 Stays connected to the Member and/or designated support person and their A treating provider(s)as needed during their hospitalization and post-discharge. Assists Members post-discharge by ensuring the Member understands the D.3 recovery process and discharge instructions,assisting as necessary with scheduling A follow-up appointments, promoting medication compliance and identifying potential barriers to care or care compliance. D.4 Turns off pre/post-discharge support. C/V Provides daily utilization management data feed to Accolade to support pre/post- D.5 discharge process. (Note: Not applicable if Accolade provides full suite of utilization C/V management services.) D.6 Provides Accolade with a designated clinical point of contact in helping to identify C/V hospital-based discharge planners. 17.E Nurse Line Conducts symptom assessment using an evidence-informed electronic decision E.1 support tool for Members presenting with medical and/or behavioral health A symptoms. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 16 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade ORMM Educates Members on care options. Assists with removing barriers to receiving the E.2 proper level of care during Accolade's normal operating hours and/or via a follow A up call after Member engages with Accolade's after-hours nurse line. E.3 Drives primary care physician and telemedicine utilization by educating Members A about the appropriate usage based on the Member's needs. Educates Members on benefits coverage and Member costs(e.g.,cost of services, EA provider costs or facility costs)during Accolade's normal operating hours and/or A via a follow up call after Member engages with Accolade's after-hours nurse line. E.5 Assists Members with additional care needs post-service. A After Accolade's normal operating hours,Accolade's after-hours nurse line service E.6 will receive calls to support symptom assessment,and Accolade will follow-up A accordingly. Accolade's internal and third-party nurse lines together will provide Members with coverage 24 hours a day,seven days a week. E.7 Turns off nurse line. C/V 18.0 Wellness/Lifestyle Programs Ell 18.A On-Site Clinics Educates and refers,where appropriate, Members to available on-site clinics based A.1 A on the Member's care needs. A.2 Provides on-site clinic locations, hours and contact points to Accolade. E 18.B Lifestyle Health Coaching B.1 Educates and refers Members to appropriate wellness coaching programs. A B.2 Retains wellness coaching services and wellness tools/activities. C/V B.3 Provides Accolade with contact information and the referral process. E 18.0 Health Risk Assessment CA Educates Members to complete a Health Risk Assessment. A C.2 Retains Health Risk Assessment administration. C/V C.3 Provides Accolade with information on how Members can access the Health Risk E Assessment. 18.1D Tobacco Cessation,Weight Management and Other Wellness Programs D.1 Educates Members about the value of the program and understanding the options A within the available wellness programs. Provides Accolade with information on the available wellness programs and ways D.2 E for Members to access/enroll in the programs. D.3 Retains administration of tobacco cessation,weight management or other wellness C/V programs. DA Provides Accolade with program information and referral contact points. C/V 18.E Biometric Screenings Educates Members on value of biometric screenings, prepares and refers to E.1 A available biometric screenings resources. E.2 Retains biometric screening services. C/V E.3 Provides program description and contact information. C/V 19.0 Third Party Vendor Solutions 19.A Third Party Vendor Solutions A.1 Educates,guides,and refers Members to third party vendor solutions(e.g., A telemedicine,expert second opinion,fertility,diabetes),as appropriate. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 17 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade � . - . • A.2 Provides historic and ongoing Member encounter data, in a format mutually C/V agreed upon,and ongoing access to vendor reports. A.3 Provides Accolade with program information and referral contact points. C/V 20.0 Customer Insights and Reporting dL 20.A Overview Standard reporting for the aggregate in-scope population is included to inform A.1 Customer on medical trends, program usage, performance against guarantees, A clinical outcomes and economic outcomes. Standard reporting provided online via Accolade IQ,as defined below,will be available for the following population groups if the necessary data is provided within the eligibility file: • Aggregate in-scope Customer totals A 2 • Workgroups A • Work location • Demographics data types(e.g.,gender,age range) • Job type • Enrolled status(e.g., in-scope/enrolled,waived, retiree,alumni) Customer specific reports will be pre-defined during implementation and provided A.3 at a mutually agreed frequency. Costs for Customer specific reports will be defined A E in the Services Commitment Form or a mutually executed statement of work. A.4 Note: For compliance and data privacy purposes,all reports provided by Accolade A will be anonymized regardless of the source or utility. 20.13 Daily Launch Reporting For the initial ten (10) business days following launch,Accolade shall provide reporting showing initial daily activity.Accolade will transmit such reports daily via email, beginning on the 2nd day following launch, not later than 3PM ET and for B.1 ten (10) business days thereafter. Daily launch reporting via email will include: A • Total Families Assisted • Number of Inbound Contacts by Channel (Phone, Messaging) • Number of Outbound Contacts by Channel (Phone, Messaging) Accolade may also share highlights and suggested actions based on anecdotal observations,anecdotal factors impacting volumes and anecdotal Member B.2 A feedback based on initial Member Satisfaction (CSAT) responses verbally as deemed appropriate throughout the launch period and thereafter. 20.0 Weekly Launch Reporting Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 18 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade For the initial eight(8)weeks following launch,Accolade shall prepare and provide reporting showing weekly activity.Accolade will transmit such reports weekly, beginning on the 2nd business day following the first week of launch,and not later than Tuesday following each week thereafter containing the data elements indicated in the"Weekly" update frequency section of the chart below.Weekly launch reporting will include: CAA • Accolade Mobile Usage • Number of Contacts: Inbound/Outbound by Channel Type • Member Satisfaction (CSAT) • Families Assisted: Families assisted through inbound and outbound interactions cut by: Topic Type,Channel,Carrier,type(Provider, Member, Carrier), New Families, New Hires 20.D Monthly Reporting For each calendar month after launch,Accolade shall provide access to reporting showing activity during such month via Accolade IQ, beginning 7 days after the start of the second calendar month of service.The portal will be updated no later than (7) business days after the close of the applicable month and contain at least the data elements listed below: • Member Satisfaction (CSAT, NPS when statistically significant NPS results are available) • Engagement:Total Families Assisted • Engagement: In-Scope Families Assisted • Engagement: New Families Assisted D.1 A • Engagement:Topic Type(Coverage, Provider Search,Care,Claims) • Number of Contacts: Inbound (Calls, Messages) • Number of Contacts:Outbound (Calls, Messages) • Number of Contacts: (Client, Provider,Carrier) • Number of Clinical Cases Created • Benefit program and point solution referrals reported by partner, program and type of referral (e.g., referral by Health Assistant,Clinical Health Assistant or Member self-referral) • Population demographics(e.g., Location Business Unit, Primary Subscribers, Dependents) 20.E Periodic Reporting Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 19 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Accolade will provide access to periodic reporting that includes cumulative results over the course of the Service Year compared to prior year's measures(if available/applicable). Such reporting shall be transmitted in a PDF format no later than ninety(90)calendar days(accounting for claims lag)after the close of the applicable period and containing at least the data elements listed below: • Operational performance metrics provided in Accolade IQ as detailed above(in a quarterly format) E.1 • Performance Guarantees: Report showing the service level performance A consistent with the agreed upon reporting timeframes • Engagement across spend bands • Savings and Return on Investment generated by Accolade • Gaps in care • High cost claimants • Cost and health utilization trends • Provider quality map Additionally,Accolade may provide up to two(2) deep dives per reporting period on the following topics: • Inpatient admissions • Inpatient days E.2 • Readmissions A • Office visits by type • Emergency room visits • Rx script utilization,generic dispensing rate,top medications • Chronic utilization, prevalence and cost 20.F Annual Reporting If Accolade provides periodic reporting more frequently than annually,Accolade F.1 will also provide the same content as identified in the periodic reporting section, A rolled up to an annual time frame, including year over year comparisons,where available.This content will be made available via PDF, PowerPoint and Excel. 21.0 Customer Third Party Provider Contacts 21.A Contact Information A.1 Provides Accolade with the appropriate points of contact for each of Customer's E vendors for Member issues,escalations,and technical issues. Provides Accolade with the appropriate points of contact within Customer for any A.2 internal programs or benefits to assist with directing Members to the proper E resources or resolving Member issues,where appropriate. 22.0 Service Integration 22.A Standard Service Integrations Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 20 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Accolade operates as the engagement platform for our Customers and as such recognizes the need to integrate with other data, including Carrier/TPA,Customer offerings and third party service providers to operate our model.This is done using technology,data and integration standards established through our operations and experience. Over time,these integrations may evolve due to additional required integrations, new technology platforms,additional service providers and medical plan changes.Standard service integrations will include: • Medical, Behavioral Health and Pharmacy plan integrations supporting current benefit plan year at time of launch and thereafter: o Plan benefits information A.1 o Plan claims,authorizations and Membership information A o Plan administrative services(e.g., ID cards, Explanation of Benefits, proof of insurance) o Provider network information o Eligibility and enrollment information o Customer and plan-sponsored programs o Provider search (as needed) • Pharmacy and formulary information • Clinical information (e.g.,transition of care,clinical programs,as needed) • Note: Standard integrations include up to two Medical plans and one PBM. Exceptions to the aforementioned integrations and those requiring additional A.2 effort beyond standard integration methodologies(e.g.API,and other standard A protocols) may result in additional fees outlined in the Agreement. Carrier/TPA collaborate with Accolade to build integrations and provide detailed A.3 information as required. Customer supports and directs Carrier/TPA as necessary. C/T, E 23.0 Data File Feeds 23.A Data File Feeds A.1 Refer to standard data integration documents for details on the required data feeds. 24.0 Data Aggregation 24.A Data Analytic Processes A.1 Create and incorporate de-identified Customer data into Aggregated Service Data. A A.2 Perform analytic processes with respect to Aggregated Service Data to support the A Services described in this Statement of Work. 25.0 Member Communications 25.A Overview Accolade's Member engagement solution,Accolade Activate,drives engagement, communications effectiveness,and benefits optimization.The solution capabilities A.1 A include our integrated inbound/outbound contact model, multi-channel communications,advanced targeting and effectiveness reporting. To identify and reach high-value Member population segments,Accolade uses A.2 available data such as eligibility,claims,utilization management, risk scoring and A other sources to execute intelligent, personalized programs on an ongoing basis. 25.13 Introduce Accolade Accolade provides multi-channel pre-launch and launch materials,which may B.1 include pre-launch content integration planning and webinar,email materials, A worksite and other digital signage. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 21 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade The Marketing Collateral fee is a one-time fee that includes the printing and B'2 A distribution cost of hard copy collateral as part of the initial launch of the service. Our best-practice communications programs include the following during the launch period: • Onboarding Communications with Health Assistants and Clinical team • Content integration in the Employer channels • Worksite digital displays(TV screens) 13.3 • Worksite Collateral-posters, mirror clings,table tents A • Worksite Materials-mirror clings, posters,table tents • Welcome kit mailer • Email welcome • Welcome webinars • New Member welcome landing page 25.0 Ongoing Awareness and Outreach Accolade provides ongoing multi-channel awareness in the form of emails, mobile CA messages, mailers,digital displays,and via multi-channel digital outreach.Accolade A does not sell any Member information to third parties or permit any of its partners to engage in prohibited marketing to Members. Our best-practice ongoing communications include the following campaigns and channels: Campaigns: • Women's Health • Newly Diagnosed • New Member Welcome C'2 • General Awareness A Channels: • Email • Content Integration in the Employer channels • Home mailers • Accolade mobile push notifications 25.13 Customization/Associated Costs D.1 Outreach materials may feature your company brand/logo or company name, A E Accolade phone number and Accolade Online URL. D 2 Content customization is available for an additional fee.Accolade will provide a A E cost estimate for customization. Written materials in languages other than English will incur additional fees at D.3 A E Accolade's standard rate per hour per the then-current price book. Printing and fulfillment of home mailers may incur additional fees at Accolade's D.4 A E standard fees per the then-current price book. 25.E Requirements Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 22 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade UF . - . • Customer will provide the following data points to Accolade in the eligibility file for employees and covered dependents,when available: Member name, home address,gender, birthdate,employee work email address, personal email address, E.1 home phone numbers, mobile phone numbers, Member's SSN and employee ID E/BA number. Customer will use reasonable efforts to ensure that telephone and mobile contact information has been referenced against national and local "Do Not Call" registries. To increase engagement,Accolade is authorized by the Customer to push approved E.2 communications to employee work and/or home email addresses up to 12 times A per year. Member engagement levels will determine whether additional communications E.3 A are required 90 days post go-live date. Proposed campaigns and content are to be approved by Customer within 10 business days or Accolade will deem them approved.Accolade is permitted to E.4 A E swap images, headlines,subject lines,and bullets or any element that does not alter the overall message in order to test and improve performance. 26.0 Member Satisfaction 26.A Member Satisfaction Member satisfaction is measured quantitatively via our Member Satisfaction Surveys(CSAT)and Net Promoter Score (NPS)Surveys. CSAT results are gathered A.1 via email, mobile and telephonic surveys and the results are published regularly to A Customer. NPS results are gathered via email surveys and results are published to Customer when statistically significant results are available. Email Survey: Accolade distributes a brief Member experience email survey to a A.2 randomly selected group of Members who have interacted with Accolade digitally A or telephonically within the last two weeks. Mobile Survey: Members are invited to complete the mobile satisfaction survey A.3 after sending at least five messages to and receiving five messages from their A Accolade Health Assistant or Clinical Health Assistant.Surveys are sent out daily and Members are only invited to complete one survey annually. Telephonic Survey:All Members are invited to complete a telephonic satisfaction A.4 (CSAT survey)at the end of each phone interaction with an Accolade Health A Assistant or Clinical Health Assistant. Member satisfaction is also measured qualitatively via: • Regular call listening of Accolade Health Assistant and Clinical Health Assistant telephonic interactions. A.5 • Regular review of Accolade Health Assistant and Clinical Health Assistant A messaging exchanges with Members. • Accolade Health Assistant and Clinical Health Assistant feedback. • Escalations raised by the Member or Customer. As Member dissatisfaction or escalations are identified,Accolade will resolve the issue raised in reasonable timeframes; if follow-up is required,Accolade will A.6 determine a reasonable and appropriate approach to follow-up with the Member A as may be reasonably required. In addition,Accolade will analyze escalations for trends to identify process improvement opportunities,coaching opportunities, and/or required content updates. 27.0 Technology Platform 27.A Overview Service De .enefits Solution—Revision Date:05/29/2020 Confidential Information OrHccoiaoe,inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 23 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Accolade's Member engagement and influence platform is comprised of Health Assistant and Member-facing capabilities,which are integrated to help Accolade A.1 understand all engagement and provide the Member with a consistent experience A regardless of channel. Our capabilities consist of the following: integrated member engagement and clinical, benefits ingestion engine, machine learning and benefits center,as detailed below. 27.13 Integrated Member Engagement and Clinical Capabilities Accolade's InView integrated Member engagement and influence platform includes the following features to support our Accolade Health Assistants when engaging with Members: • Member relationship management(e.g., individual,family,context) • Member engagement and clinical dashboard, including events,conditions, B.1 alerts and goals A • Complete support of Member needs(claims, benefits, provider search, logistics and care); comprehensive view of Member interactions • Fully integrated with telephony and messaging platforms • Integrated clinical assessments and care plans; clinical process workflow 27.0 Benefits Ingestion Engine Accolade has a multi-layer approach to benefits ingestion that covers standard medical and pharmacy benefits and additional benefit offerings. • Medical, pharmacy,vision and dental benefits,Carrier plan processes and eligibility provisions(as described above)are mapped to a template structure that enables our teams to build InView content pages that Accolade Health Assistants use to answer benefits questions. CA • These pages provide overviews,detailed coverage/provisions,Accolade A Health Assistant guidance,contact information and references to support Member issue resolution. • This content is complemented by a configuration tool that supports the creation of Accolade Health Assistant and Customer and plan programs that are presented by InView as well as our Member-facing Accolade Mobile and Accolade Online. 27.D Machine Learning/AI Engine Accolade develops and uses machine learning models that improve how we engage with Members to increase program and benefit awareness and adoption, improve Member decision-making in utilizing care,and help our Health Assistants and Clinical Health Assistants provide better care guidance to Members.Some D.1 examples of models in use or in development include: A • Identifying those at risk of knee and back surgery • Identifying those at risk of becoming high cost claimants • Program recommenders for the Member • Accolade Health Assistant recommendation engine 27.E Benefits Center Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 24 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Accolade's"Benefits Center" provides a digital engagement experience for Members and benefits hub for the Customer's core benefit programs. Key features are described below and are available on both Accolade Mobile and Accolade Online unless noted. E.1 Note: A • Accolade Online is a SaaS based solution that is accessible via the internet, not installed.The most recent version of all major browsers are supported: Firefox,Chrome, IE/Edge,and Safari. • Accolade Mobile is a native application for both iOS and Android. Benefits Center incorporates one"tile"for each of your core vendors and point solutions.Within each tile,a details page supports attachments,outbound links E.2 and SSO to one location within each vendor website. Tiles will display to Members A based on eligible groups/parameters(e.g.,employee/partners/all dependents,plan identification,active date range,age,states,gender). Benefits Center synchronizes the experience across Accolade Mobile,Accolade E.3 Online and InView,ensuring that Accolade Health Assistants and Members are able A to view the same information across channels. Customers can select up to three programs at a time from core programs to E.4 feature on the personalized Member dashboard. Eligibility configuration rules will A E present the featured programs to the appropriate Members. E.5 Members can securely message with Accolade Health Assistants and Clinical Health A Assistants. Members can access their claims information and then click to share and/or ask a E.6 A question to Health Assistant about a specific claim. Accumulator information is available and includes individual and family E.7 deductibles,and in network and out of network values,as appropriate,when A 270/271 EDI transaction data as made available by Member's Carrier. E 8 A provider search tool is available to support Members in finding medical A providers. Informational pages describe services Accolade offers to Members and how we can E'9 A be of help (Accolade Online only). E.10 A Customer page is available which can be populated with Customer supplied A content(Accolade Online only). E.11 Members' benefits cards can be stored in Accolade Mobile for easy access. A Accolade and Customer will mutually agree upon number of Tiles and SSO integrations to be implemented for Launch. Final program details and portal decisions are required 60 days prior to launch date or tile and/or SSO launch may E.12 be delayed. A E Note: Up to five(5)SSOs are included with Benefits Center. Additional SSOs will incur a standard fee subject to Accolade's then current price book. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 25 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Elements Pa rty Description Accolade Other New Tiles/Tile Changes: • Post implementation,Accolade will support a maximum of four(4)new tiles and/or tile changes per calendar quarter. Requests for additional tiles and/or tile changes exceeding this maximum will incur a standard fee E.13 subject to Accolade's then current price book. A E • Customer will provide a minimum of three(3)weeks advance notice for new tile implementation requests or changes post-launch,subject to customer and/or partner timely review and validation. Single Sign-On:Accolade will support Single Sign-On to partner programs as defined below: • Post implementation,Accolade will establish a maximum of four(4)SSO integrations per calendar quarter(may be combined with Tile additions/changes). Requests for additional SSO integrations exceeding this maximum will incur a standard fee subject to Accolade's then current price book. • Customer will provide a minimum of eight(8)weeks advance notice for new SSO integrations post-launch. • SSO available via SAML or OAuth industry standards for partner linkage via E.14 program tiles. A E/V • SSO capability and timing for completion of a typical SSO implementation subject to partner's capabilities and agreement to comply with the Accolade SSO guidelines and any agreed project plan. Target dates for completion may require adjustment based on such partner capabilities and level of cooperation. Accolade shall promptly notify Customer of any such required adjustments. Note: Up to five(5)SSOs are included with Benefits Center as part of implementation. Additional SSOs will incur a standard fee subject to Accolade's then current price book. Featured Tiles: • Customers can select up to three programs at a time to feature on the personalized Member dashboard. Eligibility configuration rules will present the featured programs to the appropriate Members via a Tile. Tile E.15 will include SSO when available. A E • Customer will provide a minimum of two (2)weeks advance notice for requested updates to featured tiles post-launch,subject to customer and/or partner timely review and validation. 28.0 Customer Support 28.A Customer Support via our Customer Partnerships Team The Customer Partnerships Team works as the direct conduit between Accolade A.1 A E and Customer and is responsible for all Customer activities. The assigned Customer Partnerships team will include a Customer Lead to serve as A.2 the relationship manager,a dedicated Support Manager to serve as the single point A E of contact for day-to-day management and support. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 26 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade The assigned Customer Partnerships team will work closely with the Customer on A.3 key relationship aspects, including:executive sponsorship and governance, A E stakeholder management,operations management, performance reviews and escalations. The assigned Customer Partnerships team will establish an oversight and A.4 A E governance cadence with appropriate levels of the Customer team. 29.0 Operations 29.A Operational Overview The Accolade Health Assistant Center consists of Accolade Health Assistants, Clinical Health Assistants(Registered Nurses), Provider Search Specialists, Benefits A.1 and Claims Specialists, Pharmacists, Pharmacy Technicians, Behavioral Health A Clinicians,Women's Health Specialists and Physicians. This diverse,multi- disciplinary and highly coordinated team supports the millions of Member interactions that occur every year. To effectively manage,operate and drive results,this operations team is supported by market-leading capabilities,technologies and data,operational processes, redundancy strategies, best practices, key performance indicators, process excellence,coaching and continuous improvement.Select categories of operational effectiveness include, but are not limited to,the following: • Service access and availability • Reliance and redundancy • Productivity,efficiency and service delivery A.2 • Utilization and engagement A • Timely responsiveness • Compliance and certifications • Member experience • Customer satisfaction • Net Promoter Score(NPS) • Quality monitoring processes • Continuous improvement 29.13 Hours of Operation and Holidays Accolade's standard hours of operation are 8:OOAM—11:OOPM Eastern Time, Monday through Friday,except the following: • Days when Accolade will close at 9:OOPM Eastern Time which include the day before Thanksgiving,Christmas Eve and New Year's Eve B.1 • Holiday closures which include: New Year's Day, Martin Luther King Jr. A Day, Memorial Day, Independence Day, Labor Day,Thanksgiving Day and the day after,and Christmas Day Nurse line services are available 24/7,365 days per year to support after-hours clinical triage needs. 29.0 Language Support The primary language of our Health Assistance Center is English. Spanish-speaking CA Accolade Health Assistants and Clinical Health Assistants assist Spanish-speaking A Members when possible via phone. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 27 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade ORMM For times when Spanish speaking Health Assistants or Clinical Health Assistants are C.2 not available or for other languages,Accolade uses a telephonic interpretation A service to communicate with Members in their preferred language. Additional fees apply when monthly utilization of the interpretive service exceeds C.3 100 minutes/1,000 Member months at Accolade's standard fee per the then- A current price book. 30.0 Customer Role in Accolade Services 30.A Implementation Support The implementation process relies on a collaboration between Accolade, Customer,and the Customer's partners.The implementation timeline is A.1 established based on all parties providing information on a timely basis.Accolade A E re-evaluates implementation launch dates and costs if new information is provided or there are delays in meeting commitments by Customer or their partners. 30.13 Third Party Provider Support and Receipt of Data Customer will ensure cooperation of its Third Party Providers(Partners)to share B.1 and/or provide access to data, information and systems required for Accolade to E effectively deliver our Services. B 2 Customer will be responsible for any fees charged by its Partners related to the E provision of data. 30.0 Steering Inbound Calls Customer agrees to request their Carrier/TPA to replace the Member services phone number and update the IVR to route all Member calls to Accolade.All CAE inbound calls from Members to the Carrier will be automatically rerouted to Accolade. Provider Capabilities: Provider Services and Utilization Management AccoladeService Elements Pa rty Section Description Other 31.0 Provider Capabilities 31.A Provider Capabilities Approach Note:The following description of provider services and utilization management defines Accolade's standard level of support and integration with the carrier/TPA. A.1 Actual integration may differ based on the requirements of the respective A TPA/carrier.A summary of the provider services Service Description Guide detailing the integration specific to your selected carriers/TPAs is available upon request. 32.0 Provider Services 32.A Verification of Benefits: Eligibility and Benefits Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Eleme Pa rty A.1 Supports electronic verification of eligibility and benefits for providers that are not A resolved via the carrier's/TPA's existing provider portal. Maintains the following administrative services: • Provider contracting • Networks A•2 • Claims C/T • Billing support for providers • PBM specific questions from providers A.3 Redirects any provider calls not supported by Accolade to the appropriate contacts A at the carrier and/or TPA. A.4 Redirects to Accolade via IVR questions from providers regarding member coverage C/T and eligibility. A.5 Authorizes Accolade to access 270/271 data to support Verification of Benefits. E/C/T A.6 Provides designated contact to Accolade for resolving any Provider eligibility C/T verification issues. 32.B Verification of Benefits: Referrals B.1 Supports electronic verification of required referrals for providers that are not A resolved via the carrier's/TPA's provider portal. B.2 Provides designated contact to Accolade for resolving any referral issues. C/T 32.0 Predetermination Process CA Support providers with predetermination when also providing utilization A management services. C.2 Note: Predetermination is not a guarantee of provider payment. A 32.D Claims Submission D.1 Refers providers to existing portals/systems for information on provider claims A submission. D.2 Supports providers with provider claims submission escalations. A Provides designated contact to Accolade for resolving any provider claims D.3 submission escalations. C/T 32.E Claims Status and Adjudication E.1 Refers providers to existing portals/systems for information on claim status and A adjudication. E.2 Assists providers in resolving claims status questions, issues,and discrepancies. A Facilitates the review of a claim status and adjudication discrepancy with the E.3 A Carrier/TPA on behalf of the provider. E.4 Provides system access and a designated contact to Accolade for resolving any C/T Provider claim status and adjudication issues. 32.F Claims Payment and Remittance F.1 Refers providers to existing portals/systems for information on claim payment and A remittance. F 2 Assists providers in resolving claims payment and remittance questions,issues,and A discrepancies. F.31 Facilitates the review of a claim payment/remittance discrepancy with the A Carrier/TPA on behalf of the provider. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 29 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Eleme Pa rty INEZZIM, . - . • - F.4 Provides system access and a designated contact to Accolade for resolving any C/T claims payment and remittance issues. 32.G Claims Review and Appeal Educates and provides process guidance to providers about the Carrier/TPA appeal process—written and/or verbal (phone)appeal initiation.When the Carrier/TPA supports verbal appeals,the Health Assistant will promptly connect the provider with the designated Carrier/TPA contact point to initiate such appeal according to G.1 the Customer's Plan Documents. A (Note: Accolade does not"represent"the provider in the appeal process,and providers will need to submit appeals on their own behalf; however,Accolade Health Assistants will support providers as they navigate the appeal process.) G 2 Educates providers about supporting documentation needed by the Carrier/TPA A from the treating provider(s). Educates providers on whether an appeal has been received and/or a G.3 determination has been made through direct system access,when provided,or via A a designated contact. G.4 Retains appeal intake,determination and disposition notification. C/T G.5 Provides designated contact to Accolade for resolving any Provider claims review C/T and appeal issues. 32.H Refund Management H.1 Refers providers to appropriate contact at carrier and/or TPA for support with A refund management questions. H 2 Provides contact information to Accolade for where to direct Provider refund C/T management inquiries. 32.1 Fee Schedule 1.1 Refers providers to appropriate contact at carrier and/or TPA for support with fee A schedule questions. Provides contact information to Accolade for where to direct Providers regarding 1.2 fee schedule inquiries. C/T 33.0 Utilization Management 33.A Utilization Management Replaces Medical and Behavioral Health UM function for Customers electing UM A.1 A services where the Carrier/TPA will relinquish the UM function. A 2 UM for Behavioral Health services carved out of the in-scope medical plan(s)will be V provided by Behavioral Health vendor. A.3 Collaborates on required precertification lists, inpatient and outpatient UM, A E including but not limited to advanced imaging, surgery and chemotherapy. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 30 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Eleme Pa rty JEEM-1491.1m.W. . - . • - Reviews Member's clinical information against evidence-based care guidelines to determine medical appropriateness for a specific list of procedures or medications defined by the Employer upon initiation of precertification process. Note:Medical policy and coverage definitions are defined by the Employer Plan and/or its named fiduciaries(e.g., Carrier or TPA). Accolade's services are administrative only and Accolade does not interpret or use discretion in making UM determinations based on the Plan documents,any ambiguities in the Plan A.4 documents or complaints or appeals will be escalated to the Plan's named A fiduciaries for review and determination. The Plan and its sponsor, and not Accolade, has the ultimate responsibility for finding the Plan,providing benefits, and paying and adjudicating claims and appeals of Members in accordance with the Plan documents, including without limitation the SPD. Accolade has no discretionary authority and is not a Plan fiduciary in any capacity, and the Plan, its sponsor, and any other named fiduciaries have the sole and final discretionary authority regarding claims covers, appeals determination, and payments of benefits. A.5 Analyzes precertification data and creates triggers and alerts for Accolade to A initiate outreach to targeted Members,as appropriate. When UM determination is denied by Accolade,Accolade will educate and support A.6 the provider in the defined appeal process and will route any complaints or other A appeals inquiries to the Plan or its designated fiduciary providing appeals services. A.7 Turns off UM function. C/T Intelligent Provider Matching Service Elements Pa rty 734.A Intelligent Provider Matching Baseline Opportunity Analysis Creates a Baseline Quality Opportunity Analysis using two years of historical claims data that compares the providers your members have seen for specific diagnoses A.1 and/or procedures(e.g., musculoskeletal, hip/knee replacement)against our A quality data.This identifies the members in your population that have visited or are visiting a lower-quality or low-experience provider,demonstrating your overall provider quality enhancement opportunity. A.2 Provides access to two years of historical claims data. C/T 34.13 Quality Based Provider Search Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 31 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Eleme Pa rty INEZZIM, . - . • - Health Assistants and Nurses will use quality data to support members in provider search process to find quality providers that meet the member clinical needs and personal preferences. Quality data is based on 14+billion primarily commercial claims and includes: • Best match results based on quality B.1 • Sub-specialty/procedure experience A • Years of experience • Surgical complication rate • Length of stay • Readmission rates • Carrier quality measures(when available) B 2 Provide members access to quality data within Accolade Online and Mobile provider search feature. 34.0 Quality Algorithms and Engagement Engine Use proprietary quality-based algorithms on an ongoing basis to identify signaling opportunities to influence quality focused care decisions. This entails identifying members of interest(e.g.,address changes, new beneficiary added, UM trigger, newly diagnosed condition,self-serve search terms,seeing low-quality/experience CA provider)and performing member outreach using a variety of communications, A with a goal of engaging the member in their own care needs and goals,educating them on the importance of having a high quality provider care team,and helping them evaluate the care they are currently receiving to consider electing a higher quality/experience provider(s). Establish InView dashboard alerts on member profiles to guide Health Assistants C.2 and Nurses to engage members about provider quality and selection when they A contact Accolade. 34.1D Appointment Scheduling Assists Members in scheduling their provider office visits associated with finding D.1 A new providers or when Members have barriers to seeking care. Appointment scheduling support may be requested by Members via telephone or D.2 via messaging. Details on the scheduled appointment will be shared with the A Member via messaging. Note:Accolade is not responsible for fees payable by Member if the Member fails D.3 to adhere to a scheduled appointment or arrives late. Some providers may not E accept scheduling requests from Accolade. TOTAL HEALTH AND BENEFITS EXTEND: Extended Services AccoladeService Elements Pa rty Secti Description Other 35.0 Trusted Supplier Sei ind Benefits Solution—Revision Date:05/29/20 Conti,,,,,,,,,,, Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Elements Pa rty Description EPT . - . • 35.A Trusted Supplier Overview Accolade partners with Trusted Suppliers in a variety of health care categories(e.g., diabetes monitoring and management, musculoskeletal,fertility, resilience and A.1 mindfulness,and centers of excellence).Accolade's suite of Trusted Suppliers will A continue to evolve. Roles and responsibilities as detailed below relate to those Trusted Suppliers selected by Customer in the SCF or Statement of Work. Trusted Suppliers serves as a sub-contractor to Accolade and finalization of terms, A.2 A TS including pricing, is managed by Accolade. 35.13 Due Diligence Accolade performs an in-depth due diligence process and then selects Trusted Suppliers that meet or exceed our standards in the following areas: • Clinical service model • Operational performance B.1 • Ease of integration with Accolade A • Service scalability • IT infrastructure and security • Financial stability • Program ROI Accolade continues to conduct annual due diligence for existing and new programs/offerings in order to maintain their Trusted Supplier status in the following areas: • Information security • Financial stability B.2 • Clinical service model A V • Operational performance New Trusted Supplier solutions/offerings will be part of Accolade's due diligence process upon incorporation into Accolade's Business Associates Agreement with the Trusted Supplier. B.3 Implementation B.4 Leads customer-specific implementation and launch process. A B 5 Provides access to Trusted Supplier specific integration elements. Will include A enhanced integration elements when made available. B 6 Accolade will define required data and integration points specific to each Trusted A Supplier to drive Member engagement and referral opportunities. B.7 Ongoing Services B.8 Serves as prime-contractor for Trusted Supplier. A B.9 Manages all billing between Trusted Supplier and Customer. A Manages on-going governance and oversight of Trusted Supplier's solution, B.10 including verification of security,financial and clinical model,and product A enhancements. B.11 Manages on-going reporting and incorporates Trusted Supplier's data into A Accolade's reporting,as appropriate. B.12 Takes lead in resolving material service issues when Trusted Supplier is not A responding in timely manner. 35.0 Integration Activities Service Description G, Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 33 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade MMService Elements Pa rty CA Accolade establishes data integration required to manage all billing requirements. A E/TS C 2 Business Associates Agreement and Statement of Work are executed to allow for A E/TS the sharing of data from Trusted Supplier to Accolade. C.3 Accolade will define required data and integration points specific to each Trusted A Supplier to drive Member engagement and referral opportunities. 36.0 IF Accolade Boost 36.A Accolade Boost:Additional Targeted Programs Boost programs are targeted programs to drive engagement in benefits and third party programs. Boost programs may include both inbound communications via A.1 Health Assistant recommendations and multi-channel outbound communications. A Content is personalized to the Member and we seek to create a compelling value proposition based on their needs. Current Accolade Boost Services are designed for several of the most common employer activation goals,and Accolade will work with Customer to support additional activation goals that are not currently considered but would be generalizable across Accolade's customer base. Accolade's current library of standard Accolade Boost programs are defined as follows: • Flu Shot Vaccination Reminder Reduction of Costs Associated with Gastrointestinal Disorders A.2 A Reduction of Costs Associated with High Cost Claimants • Steerage to Preferred Imaging Centers • Steerage to Preferred Labs • Benefit Program Newsletter • Diabetes • Hypertension • Musculoskeletal • Fertility • Employee Assistance Program A.3 Boost campaigns are to be negotiated as part of a new Statement of Work subject A to the then current Accolade price book. Accolade reports on Members targeted, reached,educated,and that took action as A.4 A well as channel success rates post-Boost campaign. A.5 Sections 25.D,Customization/Associated Costs,and 25.E, Requirements,also apply A to Section 36,Accolade Boost:Targeted Programs. 37.0 Guided Enrollment 37.A Guided Enrollment Plan Selection Tool Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 34 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade MEService Elements Pa rty I- . - . • - Provides a medical plan selection tool to support Members in understanding preferred options for medical plan selection based on preferences, risk tolerances and healthcare needs as identified by the Member. The tool leverages Employer provided data and Member inputted information and preferences to provide A.1 benefit plan design highlights,estimated costs in the plan year,a rank order score A for various medical plan options,and details regarding how the score is calculated. Note: Guided Enrollment launch is contingent upon Customer providing required benefits program information at least 60 days prior to tool launch date. Accolade Health Assistants will educate,guide and refer Members to the Guided Enrollment tool. Additionally, Health Assistants will support members with A.2 A understanding the results of the tool and address questions to support their open enrollment experience. A.3 Customer will provide detailed eligibility requirements and plan designs to E Accolade by mutually agreed upon date prior to open enrollment. 38.0 Case Management 38.A Complex Case Management A.1 Identifies Members who are appropriate for complex or catastrophic case A management through multi-data point triggers. Educates Members and caregivers about condition,care/treatment options, helps A.2 prepare Members and caregivers for any upcoming care,test and/or procedures A and supports the Member and their family. Develops collaborative care plans with Members to assist them in reaching their A.3 A healthcare goals and assisting with care coordination. 38.13 Specialty Case Management B.1 Identifies Members who are high-risk, high-cost and require complex specialty care A for Specialty Case Management. Educates Members and caregivers about condition,care/treatment options, helps B.2 prepare Members and caregivers for any upcoming care,test and/or procedures A and supports the Member and their family. Develops collaborative care plans with Members to assist them in reaching their B.3 A healthcare goals and assisting with care coordination. B 4 Certain Specialty Case Management programs will remain with the Carrier when C/V there are network or program constraints. 38.0 Behavioral Health Case Management CA Identifies Members appropriate for behavioral health case management. A Educates Members and caregivers about condition,care/treatment options, helps C.2 prepare Members and caregivers for any upcoming care,test and/or procedures A and supports the Member and their family. Develops collaborative care plans with Members to assist them in reaching their C.3 A healthcare goals and assisting with care coordination. 38.13 Carrier/TPA Responsibilities for All Case Management Services D.1 Turns off Case Management program(s). C/V Provides transition report to Accolade prior to launch to include all Members who C/V D.2 are being supported by Carrier or vendor and participate in case management transition meeting. Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 35 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Service Elements Pa rty D.3 Carrier(s)to provide access to National Centers of Excellence directory to Accolade C/V in support of Specialty Case Management program. D.4 Provides daily utilization management and weekly claims data feeds. (Note: Not C/V applicable if Accolade provides full suite of utilization management services.) Provides access to Carrier's clinical patient management system in order to support C/V Complex Case Management, including access to: Facility Documentation (Clinical D.5 Notes, Discharge Summary, History and Physical Examination, Hospital Face Sheet, Provider List,Concurrent Review Notes). D.6 Provides Accolade with a point of contact. C/V 39.0 Pre-Launch Open Enrollment Support 39.A Pre-Launch Open Enrollment Support Accolade supports Members through their benefits open enrollment process prior to launch with: • understanding their benefits plan options, • changes and actions required, A.1 • how to enroll, A • transition of care requirements, • when to expect ID cards, • medical plan provider search and checking network status,and • support with employer sponsored plan comparison tools. Provides Accolade with detailed open enrollment materials and other information communicated to Members(e.g.,messaging related to plan design changes,Carrier A.2 changes,costs),open enrollment guides,and rules logic for determining plan E/BA eligibility for enrollees(e.g., plan regionalization). A.3 Provides Accolade with enrollment process steps and provisions. E/BA A.4 Provides Accolade eligibility requirements(e.g., plan eligibility,coverage periods E/BA and enrollment requirements). Provides full eligibility feed integration in advance of Open Enrollment period A.5 based on mutually agreed upon timeline. Eligibility feed will include current E/BA benefit year elections. 39.B Programs,Services and Point Solutions Accolade Health Assistants will educate,guide and refer Members to any of the available wellness, point solutions or ancillary programs available to Members during BOTH the open enrollment period AND the subsequent benefit plan year, B.1 when eligible,as deemed appropriate based on Member needs. Programs may A include: Employee Assistance Programs(EAP),wellness programs,financial assistance programs(FSA),discount programs, biometric screenings, health screenings and risk assessments,nutritional screenings,discount programs and services,telemedicine and expert medical second opinion. Customer will provide information to Accolade on benefits,wellness, point solution B.2 E and ancillary programs for which Members are eligible. 39.0 Additional Health&Welfare Programs Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 36 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade MMService Elements Pa rty Accolade Health Assistants will educate,guide and refer Members to any of the available health and welfare programs available to Members during BOTH the open CA enrollment period AND the subsequent benefit plan year,when eligible,as deemed A appropriate based on Member needs. Programs may include Vision, Dental,Short Term Disability(STD), Long Term Disability(LTD),Workers Compensation and Retirement. Customer will provide information to Accolade on health and welfare programs for C.2 E which Members are eligible. 39.1) Care Management D.1 Accolade Clinical Health Assistants support Members with triaging symptoms and A questions regarding chronic conditions, medications and behavioral health. D 2 Accolade's internal and third-party nurse lines together will provide Members with A coverage 24 hours a day,seven days a week. 39.E Referrals to Other Resources Accolade will refer Members to the appropriate resources for support related to questions on the following topics as well as other topics not noted above during the pre-launch open enrollment period: E.1 ' Member services: premium costs, ID card requests,claims,appeals, pre- A E/BA/C/ certification/prior authorization, price transparency,and PBM's formulary T/V • Care Management:disease management,treatment decision support, pre/post discharge support,case management,and care coordination 40.0 ADDITIONAL SERVICES 40.A Custom Reporting and Insights Package Accolade will provide ad hoc reporting using existing data sources as requested. All requests should be submitted through the Accolade Customer Partnership lead. Accolade will evaluate each request and determine feasibility,timing and level of A.1 A E effort required to complete the request and provide a Statement of Work and associated fees based on an hourly billing rate as determined per the Company's then standard rate schedule. LIMITED SERVICES: AccoladeI Service Elements Pa rty SectENNESEEMEr- Description Other 41.0 LIMITED SERVICES 41.A Overview Accolade Health Assistants will support benefits-eligible Members who are either A.1 enrolled in an employer sponsored fully-insured medical plan or who opt to waive A medical coverage provided by the employer with Accolade Limited Services. Limited Services Members will be able to access Accolade resources telephonically A.2 A and via Accolade Online and Accolade Mobile. 41.13 Medical and Behavioral Health Member Services Service D� ilade Total Health and Benefits. .ate:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 37 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Accolade Health Assistants will use the information shared by the Customer for Total Health and Benefits-eligible Members to provide Limited Services Members with annual, new hire and qualified life event benefit election education, related B.1 process guidance and support,as well as address eligibility questions and eligibility A provisions, including qualifying events. For other Member service questions/issues, the Accolade Health Assistant will redirect the Member to the appropriate resources for support. 41.0 Wellness, Point Solutions and Ancillary Programs Accolade Health Assistants will educate,guide and refer Limited Services Members CA to any of the available wellness, point solutions or ancillary programs,when A eligible,as deemed appropriate based on Member needs. Customer will provide information to Accolade on the wellness, point solution and C.2 ancillary programs(also available to Customer's Accolade Total Health and Benefits E Members)for which Limited Services Members are eligible. 41.D Care Management Accolade Clinical Health Assistants will support Limited Services Members with nurse triage,symptom assessment and referral to the right level of care through the use an evidence-informed electronic decision support tool and health D.1 A information database that covers a wide variety of healthcare concerns to provide real time information to Members.Accolade offers nurse triage services 24 hours per day,365 days per year. Accolade supports Limited Services Members making healthcare decisions by D 2 supplying them with evidence-based treatment decision support and medical A information, helping to identify what they prefer and value,and providing information on the potential pros and cons of any specific treatment. D.3 Refers Limited Services Members to available care management programs,as A appropriate. Customer will provide information to Accolade on the care management programs D.4 (also available to Customer's Accolade Total Health and Benefits Members)for E which Limited Services Members are eligible. NCQA Plymouth Meeting Seattle Scottsdale Prague CASE MANAGEMENT 660 West Germantown Pike 701 Pike Street 87T7 East Hartford Drive Rohm5&nabreri 678/27 Suite 500 Suite 700 Suite 200 Praha a o Plymouth Meeting,PA 19462 Seattle,WA 98101 Scottsdale,AZ 85255 1 a 6 00 Czech Republic %1,1• s YEARS MaFernity.N1C11 Service Description Guide:Accolade Total Health and Benefits Solution—Revision Date:05/29/2020 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2020 Accolade,Inc. 38 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade EXHIBIT C BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the "Agreement" or "BAA"), made and entered into as of the Effective Date, by and between Customer on behalf of the City of Fort Worth (the "Covered Entity"), and Accolade, Inc. ("Business Associate" or "Accolade"). This Agreement is entered into by Business Associate and the Covered Entity pursuant to their Business Services Agreement("BSA") dated as of June 30, 2020,the terms and conditions of which are incorporated by reference into this Agreement. WHEREAS, the U.S. Department of Health and Human Services ("HHS") has promulgated privacy and security requirements reflecting the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191; WHEREAS, the HIPAA Rules(as defined below) provide that a Covered Entity is permitted to disclose Protected Health Information to a Business Associate only if the Covered Entity has first obtained "satisfactory assurances," in the form of a written contract requiring that the business associate will appropriately safeguard such PHI; WHEREAS, Business Associate will be providing services to the Covered Entity as described in the BSA("Services"); WHEREAS, Business Associate may, in the course of providing the Service to the Covered Entity, receive, create, use, and/or disclose PHI that is subject to restrictions and obligations under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") and the Health Information Technology and Clinical Act of 2009("HITECH Act"); and NOW THEREFORE, in consideration of the mutual promises contained herein,Covered Entity and Business Associate(each a "Party"and together the "Parties") agree as follows: I. Definitions (a) Catch-all definition: The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. (b) Specific definitions: (1) Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Accolade, Inc. ("Accolade"). (2) Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103. (3) HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. (4) Electronic Protected Health Information. "Electronic Protected Health Information" or "ePHI" shall have the meaning given such term in 45 C.F.R. § 160.103, but limited to the information received from or created on behalf of Covered Entity by Business Associate. (5) Protected Health Information. "Protected Health Information" or "PHI" shall have the meaning given such term in 45 C.F.R. § 160.103, including but not limited to Electronic Protected Health Information, and shall also include any personal health information provided by Individuals. II. Obligations and Activities of Business Associate Accolade agrees to: 1 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade (a) Not use or disclose PHI other than as permitted or required by the BAA or as Required By Law; (b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI,to prevent use or disclosure of PHI other than as provided for by the Agreement; (c) Implement and use appropriate policies and procedures for the identification and notification of a Breach. Accolade further agrees to report,within seventy-two(72) hours of becoming aware,to Covered Entity any acquisition, access, use or disclosure of PHI other than as provided for by this Agreement and any successful Security Incident as follows: (1) In the case of an unauthorized acquisition, access, use or disclosure of PHI, such notification, shall include the following information,to the extent available: (a)the date the unauthorized act occurred, (b)the date of discovery of the unauthorized act; (c) the nature of the unauthorized acquisition, access, use or disclosure; (d) the type of PHI involved; (e) who made the unauthorized acquisition, access or use or received the unauthorized disclosure; (f) description of action(s) Business Associate has taken or will take to mitigate any deleterious effect of the unauthorized acquisition, access, use or disclosure or PHI; and (g) the corrective action Business Associate has taken or will take to prevent future similar unauthorized acts. Business Associate also agrees to provide such other information as reasonably requested by the Covered Entity. (2) In the case of a Security Incident, involving a successful unauthorized acquisition, access, use, disclosure, modification, or destruction of ePHI or any successful interference with system operations in an information system containing ePHI, such notification shall include: (a) the date the Security Incident occurred; (b) the date of discovery of the Security Incident; (c)the nature of the Security Incident; (d) a description of actions Business Associate has taken or will take to mitigate any deleterious effect of the Security Incident; and (e) the corrective action Business Associate has taken or will take to prevent future similar Security Incidents. Business Associate also agrees to provide such other information as reasonably requested by the Covered Entity. (3) In the case of any unauthorized acquisition, access, use, disclosure or successful Security Incident involving Unsecured Protected Health Information, Business Associate shall also include in the written information required to be provided to the Covered Entity under paragraph (c)1 or (c)2 of this Section II, the following: (a) identification of the individuals whose Unsecured Protected Health Information was or is reasonably believed to have been accessed, acquired or disclosed; (b) any details necessary for the Plan to complete an assessment of the risk of harm to such individuals; and (c) any details necessary for the Covered Entity to determine whether such unauthorized acquisition, access, use, disclosure or Security Incident qualifies as a breach under HITECH. Business Associate also agrees to provide such other information the Covered Entity may reasonably request in order to determine whether notification to affected individuals, the Secretary and/or the media is required under Section 13402 of HITECH, and the regulations promulgated thereunder. (4) The Parties acknowledge that probes and reconnaissance scans are commonplace in the industry and as such,the Parties acknowledge and agree that,to the extent such probes and reconnaissance scans constitute Security Incidents, such probes and scans shall be unsuccessful Security Incidents for which no additional notice is required, as long as such probes and scans do not result in unauthorized access, use, or disclosure of PHI. (5) Business Associate shall furnish the Covered Entity with a copy of any notification, information or report received by an agent, sub-agent or subcontractor of the Business Associate regarding any improper acquisition, access, use or disclosure of PHI or Security Incident within five (5) business days of its receipt. Notice of Security Incident to the Customer pursuant to the Services Commitment Form. (d) In accordance with 45 CFR 164.502(e)(1)(ii)and 164.308(b)(2), if applicable,ensure that any Subcontractors or agents that create, receive, maintain, or transmit PHI on behalf of Accolade agree in a written contract to restrictions, conditions, and requirements at least as strict as those that apply to Accolade with respect to such information; 2 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade (e) Make available PHI in a Designated Record Set to the Covered Entity, Individual or the Individual's representative as necessary to satisfy Covered Entity's obligations under 45 CFR 164.524. Business Associate will, at the request of the Individual or Covered Entity, provide a copy of PHI directly to the Individual or Individual's designee; (f) Make any amendments to PHI in a Designated Record Set as reasonably directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 CFR 164.526; (g) Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity or Individual, as necessary to satisfy Covered Entity's obligations under 45 CFR 164.528; (h) To the extent Accolade is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); (i) Make its internal practices, books,and records available to the Secretary and to Customer(or designee)for purposes of determining compliance with the HIPAA Rules;and W In the event that Accolade receives a subpoena or similar notice or request from anyjudicial, administrative or other party arising out of or in connection with this Agreement or the BSA, including, but not limited to, any unauthorized use or disclosure of PHI or any failure in Accolade's security measures,Accolade will promptly forward a copy of such subpoena, notice or request to Covered Entity and afford Covered Entity the reasonable opportunity to exercise any rights it may have under law. III. Permitted Uses and Disclosures by Business Associate (a) Accolade may only use or disclose PHI in accordance with the Business Services Agreement. (b) Accolade is authorized to use protected health information to de-identify the information in accordance with 45 CFR 164.514(a)-(c). (c) Accolade may use or disclose PHI as Required by Law. (d) Accolade agrees to make uses and disclosures and requests for PHI consistent with its minimum necessary standards to accomplish the intended purpose of the use, disclosure or request pursuant to 45 C.F.R. 164.502(b). (e) Accolade may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except that Accolade may use or disclose PHI for its own management and administration and legal responsibilities and for data aggregation services as set forth in provisions(f) or(g) below. (f) Accolade may disclose PHI for the proper management and administration of Accolade or to carry out the legal responsibilities of Accolade, provided the disclosures are Required by Law,or Accolade obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies Accolade of any instances of which it is aware in which the confidentiality of the information has been breached. (g) Accolade may use PHI to provide data aggregation services relating to the health care operations of the Covered Entity, as provided in 45 CFR 164.504(e)(2)(i)(B). IV. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions (a) Covered Entity shall notify Accolade of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520,to the extent that such limitation may affect Accolade's use or disclosure of PHI. (b) Covered Entity shall notify Accolade of any changes in, or revocation of, the permission by an Individual to use or 3 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade disclose his or her PHI,to the extent that such changes may affect Accolade's use or disclosure of PHI. (c) Covered Entity shall notify Accolade of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Accolade's use or disclosure of PHI. V. Permissible Requests by Covered Entity Covered Entity shall not request Accolade to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity. VI. Term and Termination (a) Term.The Term of this Agreement shall be effective as of the Effective Date, and shall terminate upon termination of the BSA. (b) Termination for Cause.Without limiting the termination rights of the Customer pursuant to the BSA, upon the Covered Entity's knowledge of a material breach of the terms of this Agreement by Accolade, the Covered Entity shall either: (1) Provide an opportunity for Accolade to cure the breach or end the violation, and shall terminate this Agreement if Accolade does not cure the breach or end the violation within the time specified by the Covered Entity; or (2) Immediately terminate this Agreement if Accolade has breached a material term of this Agreement and cure is not reasonably possible. (c) Obligations of Business Associate upon Termination. Upon termination of this Agreement for any reason,Accolade, with respect to PHI received from Covered Entity or Member/Individual, or created, maintained, or received by Accolade on behalf of Covered Entity, shall: (1) Retain only PHI that Accolade requires to continue its proper management and administration or to carry out its legal responsibilities; (2) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Accolade retains the PHI; (3) Not use or disclose the PHI retained by Accolade other than for the purposes for which such PHI was retained and subject to the same conditions set out at in this Agreement pursuant to"Permitted Uses and Disclosures By Business Associate," which applied prior to termination;and (4) To the extent feasible, return to Customer, or, if agreed to by Covered Entity, destroy the PHI retained by Accolade when it is no longer needed by Accolade for its proper management and administration or to carry out its legal responsibilities. (d) Survival. The obligations of Accolade under this Section shall survive the termination of this Agreement. VI 1. Miscellaneous (a) Regulatory References.A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended. 4 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade (b) Amendment.The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law. (c) Interpretation.Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. ACCOLADE,INC. CUSTOMER (on behalf of COVERED ENTITY) DorcuSigned by: DocuSigned by: By: By: EasazzEnaEna4n4..... Name: Richard Eskew Name: Brian Dickerson Title: EVP, General Counsel Title: Director of Human Resources Date: 6/30/2020 Date: 7/1/2020 5 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade EXHIBIT D DATA SECURITY ADDENDUM This Data Security Addendum (generally referred to as the "Security Requirements") is incorporated into and subject to the BSA. Capitalized terms used herein, but not defined,have the meaning set forth in the BSA. 1. INTRODUCTION. The Security Requirements establish the basic requirements for Accolade's information security,as needed to ensure the confidentiality, availability, and integrity of Confidential Information, including sensitive personal and protected health information of members. Accolade shall comply with the Security Requirements while engaged to perform Services,and while it has access to,possession of,or retention in any manner of Confidential Information. 2. SECURITY REVIEWS. 2.1 General. In conjunction with Accolade's provision of Services,Customer may no more than once per annum perform a documentary review of Accolade's physical and logical controls,and information security controls,policies and practices("Security Review").Accolade may respond to such Security Review by submitting an independent, industry standard report, such as is required by Section 3.3 below. Accolade agrees to maintain its security controls in a manner consistent with,and no less protective than,the security controls reflected in its responses to any such Security Review and these Security Requirements. In the event,Accolade experiences a security incident,or Customer has a reasonable basis to believe that Accolade is not in compliance with these Security Requirements,Customer may,upon reasonable advance notice not be less than ten(10)business days,conduct an onsite Security Review, and Accolade shall provide the auditing entity with access to Accolade's Personnel, Policies and Procedures(as defined in Section 3.1), and relevant documentation, as reasonably necessary to facilitate such onsite Security Review.Security Reviews requested in excess of this Section 2.1 shall be subject to additional costs at may be further set forth in Accolade's Service Description Guide or other similar Services description. If no such costs are expressed,amounts will be billed at Accolade's then prevailing time and materials rates. 2.2 Follow-Up Risk Management Actions. When Customer performs a Security Review, and determines that there are one or more exceptions or deficiencies,Customer shall provide to Accolade a detailed description of its findings in a"Security Review Report." In such event,Accolade and the Customer shall agree upon a reasonable remediation plan to address such findings within a reasonable period of time, and Accolade shall remediate each such exception or deficiency raised as part of the Security Review in accordance with mutually agreed timeframes. 3. SPECIFIC SECURITY REQUIREMENTS. 3.1 Security Policy.Accolade shall maintain a comprehensive set of written security policies and procedures ("Policies and Procedures')which cover, at a minimum: (a) Accolade's commitment to information security; (b) information classification, labeling, and handling of Confidential Information; (c)permissible methods for Confidential Information transmission,storage,and destruction using methods no less protective than those identified in the Security Requirements;(d)acceptable use of Accolade's assets,including computing systems,networks,and messaging;(e)information security incident management, including data breach notification and collection of evidence procedures; (f) authentication rules for the format, content,and usage of passwords for end users,administrators,and systems;(g)access controls for Personnel;(h)logging and monitoring of Accolade's production environment, including logging and monitoring of physical and logical access to Accolade's networks and systems that receive, process, transfer,or Store Confidential Information;and(i)disciplinary measures for Personnel who fail to comply with the Policies and Procedures. 3.2 Responsibility for Accolade's Information Security Program. Accolade shall maintain designated Personnel with responsibility for the management and oversight of Personnel who maintain Accolade's information security program and perform information security and information risk management. 3.3 Audits, Review,and Monitoring of Accolade's Information Security Program.Accolade shall retain an independent third party to conduct an audit of its information security policies,practices,and controls.The audit must be a SOC1 or SOC2 audit,or other audit comparable to the designated SOC standard, and Accolade shall ensure these audits occur at least once every 12 months.Such independent third party report may be provided to Customer as part of an annual Security Review,or otherwise upon reasonable request. 3.4 Asset and Information Management.Accolade shall: (a)maintain an inventory of all Confidential Information that Accolade receives,stores, processes, handles, or to which it has access; (b)maintain an inventory of physical computing and software assets Accolade uses in the performance of its activities underthe Program;and(c)followthe Security Requirements when Storing,accessing,handling,and processing Confidential Information. 3.5 Physical and Environmental Security. Accolade shall: (a) restrict entry to areas where Accolade receives, stores, accesses, handles, or processes Confidential Information solely to Accolade's authorized Personnel; (b) implement reasonable best practices for infrastructure systems, including fire extinguishing,cooling,and power,emergency systems,and Personnel safety;and (c)provide physical entry controls for all areas where 1 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Accolade receives, stores, access, handles, or processes Confidential Information that are commensurate with the sensitivity of the Confidential Information. Any Personnel accessing the areas where Accolade receives, stores, accesses, handles, or processes Confidential Information must be authorized by Accolade to enter and employ one or more unique, individually identifiable entry controls(e.g.,card keys)that provide an audit trail of each entry; and prior to entry all visitors who enter these areas must present a Accolade or government-issued photo identification.Accolade must keep a log of those visitors and Personnel who have authorization for access to the area and escort the visitors at all times.Accolade shall regularly monitor areas where Accolade receives, stores, access, handles, or processes Confidential Information with one or more of the following: cameras, guards,or entry logs. If entry logs or keys are used,all usage will be individually identifiable and all camera recordings and logs have a 90 day minimum history. Servers will be within a locked cabinet, room or cage, with physical or logical security access controls to segregate servers containing Confidential Information from other clients'cabinets,cages, information,or data. 3.6 Personnel-related Matters.In the event and to the extent Accolade receives,stores,accesses,handles,or processes Confidential Information, Accolade shall: (a) perform background checks on Personnel prior to allowing access to Confidential Information and thereafter as may be necessary based on any reasonable suspicion of non-compliance with Accolade's Policies and Procedures(except to the extent limited or prohibited by applicable laws)and not allow Personnel who do not have a satisfactory background check to access, handle, or process Confidential Information. Background checks must include all of the following(except as limited or prohibited by applicable law): (i)county record search based on all reported residential and employment addresses for the previous seven(7)years,criminal convictions,deferred adjudications,and sex offender registrations;(ii)verification of Personnel's name and social security number with the United States Social Security Administration records; (iii)verification of the last three years of employment and investigate each period of unemployment lasting more than 90 days during the last three years; and (iv) verification of all educational credentials; (b) train all Personnel on the acceptable use and handling of Confidential Information consistent with industry standard practices, provide annual security education refreshers for its Personnel, and maintain a record of Personnel who complete the education; (c) implement a formal user registration and de-registration procedure for granting and revoking Personnel's access to the Services, Confidential Information and Accolade's information systems that can access the Services and/or Confidential Information; and (d) establish a code of conduct/ ethics for its Personnel;and(e)upon termination of Personnel, revoke the terminated Personnel's access to Confidential Information promptly. 3.7 Communications and Operations. (a)Accolade shall perform regular backups sufficient to restore Services within the agreed upon Service Levels(or, if the parties did not agree upon a Service Level,within a commercially reasonable time period). (b)Accolade shall Encrypt all backup media containing Accolade Confidential Information in accordance with the Security Requirements. For the purpose of all Encryption referenced in these Security Requirements,Accolade shall use the Encryption algorithms specified in the following Preferred Encryption Algorithms table when Encrypting,transmitting,or transporting Confidential Information. If Accolade is not able to use the Preferred Encryption Algorithms,Accolade will use one of the algorithms specified in the following Additional Acceptable Encryption Algorithms table.Accolade must keep the secure socket layer("SSL")private keys used to Encrypt and decrypt the SSL session in a security hardened and tamper resistant Hardware Secure Module or in protected and tamper resistant storage off the web server. Preferred Encryption Algorithms Purpose Algorithms Minimum Key/Digest Length(Bits) Key Exchange RSA 1024 Diffie-Hellman Data Protection AES in CBC mode 256 3DES in CBC EDE3 mode 168 Hash SHA-256 256 HMAC HMAC SHA-256 256 Digital Signature RSA with SHA-256 1024 DSA with SHA-256 Additional Acceptable Encryption Algorithms Purpose Algorithms Minimum Key Length (Bits) Data Protection AES in CBC or CTR mode RC4 RC5 in CBC mode 128 Blowfish in CBC mode CAST-128 in CBC mode IDEA in CBC mode 2 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade Hash SHA-1 160 MD5 128 HMAC HMAC SHA-1 160 HMAC MD5 128 Digital Signature ECC with SHA-256,SHA-1,or MD5 160 RSA with SHA-1,or MD5 1024 DSA with SHA-1,or MD5 1024 (c) Accolade may only transmit, transfer, or provide Confidential Information to those third parties, including its subcontractors, partners, other business associates of Customer,or others who may have a need to know the information,in order for Accolade to provide the Services under the BSA and as may be permitted by applicable law. (d)When erasing or destroying Confidential Information,Accolade shall employ data destruction procedures that meet or exceed the National Institute of Standards and Technology("NIST")Special Publication 800-88 Guidelines for Media Sanitization. (e)Accolade shall use hard drive Encryption for all laptops on which Accolade's Personnel receives,Stores, or accesses Confidential Information, and the Encryption will be in accordance with the Security Requirements. (f) Accolade shall maintain up to date malware detection and prevention on Accolade's servers and end user platforms, including virtual machine implementations,that receive,Store,access,transmit,or process Confidential Information. (g)Accolade shall maintain a hardened Internet perimeter and secure infrastructure using(i)firewalls,(ii)antivirus,anti-malware,intrusion prevention, detection systems,and (iii)other protection technologies as are commercially reasonable. (h) Accolade shall implement regular patch management and system maintenance for all of Accolade's systems, including virtual machine implementations that receive,Store,access,transmit,or process Confidential Information. (i) For production environments that make use of virtualized infrastructure to receive, Store, access, transmit, or process Confidential Information, Accolade shall implement and maintain security measures substantially consistent with the then-current version of the United States Department of Commerce's National Institute of Standards and Technology Special Publication 800-125 "Guide to Security for Full Virtualization Technologies," including the following security measures: (i) Hypervisor and guest Operating System ("OS") hardening, monitoring, and the use of Encrypted management protocols; (ii) management policies and procedures for securely handling virtual images and snapshots; Accolade's Policies and Procedures must address at a minimum,the creation,transmission,storage,and integrity of images,and associated access controls;and(iii)guest OS isolation through the use of either(1)physical resource partitioning(preferred),for example separate disk partitions,disk drives,or network interfaces for each guest OS,or(2)logical resource partitioning,where multiple guest OS share physical resources like RAM and processors. (j) Without limiting Accolade's obligations described in these Security Requirements, the tables set forth below summarizes certain specific requirements applicable when transmitting(or transferring),Storing and destroying Confidential Information. Information Classification Examples Transmission Storage Destruction Confidential Information, >Business strategies and plans Electronic:Encrypt when Accolade to limit access to Electronic:Use NIST other than as set forth >Audit reports transmitted over public networks or authorized Personnel only; Special Publication 800- below >Pre-release marketing transferred outside of Accolade's perform quarterly access 88 Guidelines for Media information premises on portable media or rights reviews of Accolade Sanitization. devices or other electronic media; Personnel.Encryption when >Accolade proprietary in storage preferred. Print: Shred software Print:Send via courier(including >Technical specifications or overnight delivery service)or architectures registered mail with tracking number. Personal Information, Name,phone number,mailing Same as above Accolade to limit access to Same as above healthcare information, address,social security authorized Personnel only; and investment holdings number,account number perform quarterly access information rights reviews.Encryption in storage required. 4. ACCESS AND AUTHENTICATION 4.1 Accolade shall: (a) authorize access rights to its Personnel based upon the sensitivity of Confidential Information, the individual's job 3 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade requirements, and the individual's "need to know" the specific Confidential Information; (b) at a minimum review the access rights of Accolade's Personnel quarterly to ensure need-to-know restrictions are current; (c) regularly review reports of user entry into Accolade's facilities housing Confidential Information;and(d)not leave Confidential Information unattended on desktops,printers,or elsewhere in an unsecure manner. 4.2 Hosted Products or Services made available to Accolade or Program Customers or its users require the use of a Single Sign-on ("SSO"). Accolade shall enforce and comply with the industry best practices for SSO,including user identity federation using Open Identity Federation Standards (e.g.SAML 2.0,Auth 2.0),or any successor standard identified by Accolade or a Program Customer,to exchange authentication and identity information across the Program and the Accolade's domain.The Accolade must provide Documentation and procedures for SSO integration. 4.3 If Accolade does not offer SSO, then Accolade will use Access Credentials to authenticate individuals, automate processes, and securely manage password usage,creation,storage,and protection for users. If Accolade controls or administers the Access Credentials,Accolade will require that the passwords: (a) have a minimum password length of no less than eight characters; (b)contain three of the four character types (uppercase, lowercase,digits,or special); (c)do not represent an individual, process,or pattern,and cannot be found in a dictionary; (d)are unique to individuals and not shared;(e)have a maximum password lifetime of no more than 90 days with minimum password history of no less than twelve prior passwords; (f)not echo the Access Credential fields of the user and have autocomplete disabled when the user enters the Access Credential;(g)contain mandatory Encryption for Access Credentials in transit;and(f)contain the mandatory use of hash algorithm for Access Credential storage protection. 4.4 For Authorized Licensees who are personnel of Customers,Accolade shall require such personnel's Access Credentials to meet the following: (a)the login username will match the applicable corporate identification format("a123456");(b)restrict access to the Services to the IP address range supplied by the Customer; and (c)Accolade will, upon request, provide a report of all personnel Authorized Licensee accounts and the associated rights(e.g., read-write, read-only)who have access to the Services. 5. APPLICATION DEVELOPMENT AND TESTING 5.1 Accolade shall: (a) use a secure development methodology that incorporates security throughout the systems development life-cycle ("SDLC"); (b)enforce SDLC secure coding standards or comply with other industry standards(e.g., Open Web Application Security Project "OWASP"); and(c)perform secure code reviews using automated scanning tools for all externally-facing Services and for any software developed by Accolade and used as part of the Services. 5.2 Accolade shall:(a)have a program designed to assess computers,computer systems,networks,or applications for weaknesses("Vulnerability Scans");and(b)conduct Vulnerability Scans every 90 days(at a minimum)for all Services that receive,Store,access,transmit,or process Confidential Information. 5.3 Accolade shall perform penetration tests every 12 months for all externally-facing Services that receive,Store,access,transmit,or process Confidential Information("Penetration Test").Accolade shall retain a reputable independent third party to conduct the Penetration Test. 5.4 Upon reasonable request by Customer,Accolade shall confirm in writing that Accolade has successfully performed the Vulnerability Scans and Penetration Tests with a qualified reputable independent third party. In the event there are material adverse findings identified through the Vulnerability Scans and Penetration Tests,Accolade shall promptly correct the findings. 6. THIRD PARTY ACCESS 6.1 Before a Third Party may receive, Store, access, handle, process,view, or otherwise interact with Confidential Information,Accolade shall: (a)take reasonable steps to ensure that the Third Party maintains security measures to protect Confidential Information in accordance with applicable laws and regulations; (b)cause the Third Party to adhere to the requirements described in these Security Requirements, (c) provide oversight of the Third Party to maintain compliance with the requirements described in the Program, including the Security Requirements,and(d)maintain with each Third Party a written contract codifying each of the foregoing. Accolade shall perform a security review with each Third Party every 12 months; Accolade's security review will include a review of the Third Party's facilities, physical and logical controls, and information security policies and practices,and findings shall be consistent with these Security Requirements. 6.2 Accolade shall be responsible and directly liable to Customer for all acts and omissions of all Third Parties, including any failure by a Third Party to comply with these Security Requirements or any act or omission of a Third Party which results in Accolade not being in compliance with the BSA, including these Security Requirements. 6.3 Accolade shall maintain an inventory of(i)the any Personnel or subcontractors who receive,Store,access,and handle, process or replicate any Confidential Information outside of Accolade's premises,(ii)the location from where the Third Parties access the Confidential Information;(iii)the purpose for receiving,Storing,accessing,handling,processing, or replicating Confidential Information outside of Accolade's premises,(iv)the manner in which Confidential Information was made available authorized Personnel or subcontractors outside of Accolade's premises,(v)the transmission and Encryption/protection method or protocol (where applicable) used in transmitting or otherwise providing the Confidential Information outside of Accolade's premises,and(vi)a description of the Confidential Information that was made available to authorized Personnel or subcontractors outside 4 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade of Accolade's premises. 7. INFORMATION SECURITY INCIDENT MANAGEMENT 7.1 Accolade and its Third Parties shall establish,test,and maintain a written information security incident response plan that includes processes for: (a) preserving evidence; (b)informing and working with law enforcement,government agencies, and similar third parties as appropriate; and (c) performing forensic analysis. 7.2 In the event of any security incident that has occurred or is reasonably likely to have occurred affecting Accolade, its Third Parties, or the Services,Accolade shall provide notification to Accolade of the security incident promptly, but no later than five(5)business days following the date Accolade or its Third Party reasonably suspects or becomes aware of the security incident,which may follow an internal investigation. No later than ten(10)business days following Accolade's closure of any such incident,Accolade shall provide a report to Customer including the root cause,actions taken,and plans to prevent a similar incident from occurring in the future. 7.3 If Accolade processes, handles or has access to Personal Information, Accolade shall promptly notify Accolade if, during the course of Accolade's provision of Services, Accolade's Personnel become aware of any potential identity theft related to any individual to which Personal Information relates. 7.4 Accolade shall provide all notices of any security incidents under the Security Requirements to Accolade: (a)by telephonic or e-mail notice to Customer's primary contact; and (b) if the incident involves Confidential Information which is comprised of any Personal Information, healthcare information, by electronic mail to Customer's designated InfoSec mailbox to the extent provided to Accolade in writing. 8. COMPLIANCE. Accolade shall, if interacting directly with individuals, including Customer's health plan members operate in accordance with Accolade's privacy policy(which among other things, describes the types of information collected, how the information is used, received,Stored and shared, any options for an individual to "opt out" of any usage or sharing, and how an individual may access their information) and disseminate or otherwise make the privacy policy available to individuals. 9. BUSINESS CONTINUFTY PLAN 9.1 Accolade shall maintain a Business Continuity Plan("BCP")at all times during the Term of the Services designed to mitigate the effects of any event that could adversely impact Accolade's Services. 9.2 The BCP must provide for alternative means to meet or exceed all applicable service levels.The BCP must contain documented recovery plans that support contingency strategies to deliver the Services in accordance with the BSA in the event of: (a)the destruction or un-availability of business operations in any of Accolade's locations; (b) Personnel unavailable or unable to perform their job functions; (c) an inability to transmit or process data; (d)communication or systems failure; (e)adverse weather conditions;(f)a political event;(g)any pandemic or epidemic;or(h)a failure of any area of operation to deliver the Services. 9.3 Accolade's BCP must provide support through alternative means by: (a) alternative locations for business operations; (b) redundant resources;(c)off-site back up of data files,program information,Documentation,or software;(d)network diversity;(e)alternatives to communications or system failure; (f)identification of alternative Accolades;or(g)any other alternatives required. 9.4 Accolade shall promptly notify Accolade when Accolade invokes its BCP due to an event that could materially adversely impact the Services. 9.5 Accolade shall continue to provide the Services to the extent reasonably possible in the event Customer activates its own BCP or moves to an interim site to conduct its business, including during tests of contingency operations plans. 10. DEFINITIONS In the Security Requirements,the following definitions apply: "Access Credentials" means a valid user id (username), password, or other credential (or all) required by Accolade to permit users and Authorized Licensees to access the Services. "Authorized Licensees" means Customer, their employees, agents, independent contractors, and other third parties doing business with or for Customer. "Documentation" means the user and administration manuals published by Accolade and delivered with the Services, including on-line help text,user guides,or other materials that Accolade makes available in connection with a Service. "Encryption' or "Encrypt" means the reversible transformation of data from the original (plaintext) to an obfuscated format (cipher text) as a mechanism for protecting the information's confidentiality, integrity,and authenticity. Encryption requires an encryption algorithm and one or more encryption keys. 5 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade "Data" means all data and databases (including any derivatives or transformations of the data or databases, and any logs related to the data or databases)(i)that is provided or made accessible to Accolade, (ii)that Accolade generates,creates,collects, uses, processes,or stores, in connection with Accolade's provision of the Services,or(iii)that is otherwise made available to Accolade by or on behalf of Accolade or a Customer. "Personal Information" means Personally Identifiable Information or other information that: (a) is disclosed or made available to Accolade; or (b) Accolade collects or derives or has access to in connection with Services provided. "Personally Identifiable Information" means data that uniquely identifies a particular person,their contact information,or their location. "Personnel" means Accolade's employees,officers,subcontractors,and agents. "Services" means any services that Accolade performs or provides pursuant to the BSA. "SOW" means a Statement of Work that is an order for Services consisting of a description of Services the Accolade will perform, including tasks, deliverables, milestones, payments,ownership, project timeline,project managers,and other information. "Store"or"Storing' means to store,archive, back up,or perform any similar activities. 6 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade EXHIBIT E TRUSTED SUPPLIER PROGRAM Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the BSA. This Exhibit E governs Accolade's Trusted Supplier Program(the"TSP")which permits third party point solution,wellness or other third party service providers(referred to as"Trusted Suppliers")to participate and provide their services("Trusted Supplier Services") 1. Trusted Supplier Program Terms and Conditions. Specifically,as to Trusted Supplier Services,the following terms and conditions shall apply and shall govern in the event of a conflict between this Exhibit E and the BSA: 1.1. All Trusted Suppliers must (i) execute Accolade's terms and conditions for participation in the TSP (the "TSP Terms"), the standards for which are further described in the Services Description Guide; and (ii) submit to pre-engagement diligence consistent with the TSP Terms, including,without limitation,certain financial,service level (including clinical,as applicable), and privacy and data security diligence,as may be mutually agreed by Customer and Accolade. 1.2. Accolade TSP Services;Trusted Supplier Services. Accolade's TSP Services are set forth in the Accolade Services Description Guide. The specific Trusted Supplier Services to be provided by any particular Trusted Supplier will be set forth in the applicable Trusted Supplier Services Order Form,which is attached hereto as Schedule E-1. 1.3. Limitations of Liability. 1.3.1. ACCOLADE EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES TO CUSTOMER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OTHERWISE ARISING FROM COURSE OF DEALING OR USAGE OFTRADE IN RESPECT OF TRUSTED SUPPLIER SERVICES,AND,AS BETWEEN ACCOLADE AND CUSTOMER,AS SUCH TRUSTED SUPPLIER SERVICES ARE PROVIDED"AS IS"AND"AS AVAILABLE"; 1.3.2. NOTWITHSTANDING ANY OTHER LIMITATION OF LIABILITY IN THE BSA OR STATED OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES,HOWEVER CAUSED,ON ANYTHEORY OF LIABILITY,AND WHETHER OR NOTTHAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ADDITION, EITHER PARTY'S MAXIMUM LIABILITY TO THE OTHER PARTY FOR DAMAGES ARISING OUT OF THIS EXHIBIT E TO THE ANNUALIZED ACCOLADE TRUSTED SUPPLIER SERVICES FEE (AS SET FORTH IN THE TRUSTED SUPPLIER SERVICES ORDER FORM) PAID OR PAYABLE BY CUSTOMER. 1.3.3.The limitations of liability in this Section 1.3 shall not apply to liability arising from Accolade's services under the BSA independent of the Trusted Supplier Program, including, without limitation (i) Accolade's direct breach of confidentiality (exclusive of any breach of confidentiality by a Trusted Supplier); (ii) Accolade's indemnification obligations set forth in the BSA; or (iii) Accolade's direct breach of applicable law (exclusive of any such breach of applicable law by a Trusted Supplier). 1.4. Miscellaneous Terms Related to Trusted Supplier Services. Notwithstanding anything to the contrary herein or in the BSA, Customer acknowledges and agrees that: 1.4.1. the Trusted Supplier shall be an independent contractor and solely responsible for implementation and performance of Trusted Supplier Services to Customer and/or its Members, and shall not be Accolade's employee, agent, or other type of representative; 1.4.2. Accolade shall be responsible solely for the Accolade TSP Services set forth in Section 1.2,and will not have liability for the Trusted Supplier Services except as expressly set forth in Section 1.4.3 above; 7 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade 1.4.3. Accolade makes no covenants, representations or warranties by or on behalf of the Trusted Supplier, and instead the TSP Terms expressly pass-through to Customer any rights, liabilities, covenants, representations and warranties, and indemnities contained in the TSP Terms consistent with Section 1 of this Exhibit E; 1.4.4. Accolade's provision of insurance in accordance with Section 12 of the BSA shall apply to this Exhibit E; provided that the Parties agree that such insurance is intended to cover only the Accolade TSP Services hereunder and not the Trusted Supplier Services which shall be covered by the Trusted Supplier's insurance. 2. Fees. As consideration for the Accolade TSP Services provided by Accolade to Customer, Customer agrees to make payment to Accolade of the amounts associated with the Trusted Supplier Program, as will be invoiced by Accolade in accordance with the Trusted Supplier Services Order Form,which is attached hereto as Schedule E-1. 8 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade SCHEDULE E-1 FORM TEMPLATE Trusted Supplier Services Order Form Trusted TRUSTED SUPPLIER Accolade: Accolade,Inc. Supplier: Contact Person 660 West Germantown Pike,Suite 500 Mailing Address Plymouth Meeting,PA 19462 Telephone Number Attn:Robert Cavanaugh,President Email Address Copy to:Legal Department(leeal&accolade.com) Customer: CUSTOMER Contact Person Mailing Address Telephone Number Email Address Trusted Supplier agrees to provide the services as further described in this"Order Form"to each Customer(as listed above)that orders the Services specified in this Trusted Supplier Services Order Form,or any addenda hereto,and subject to the Trusted Supplier Program Terms(executed separately and incorporated by reference), as supplemented by applicable supporting documentation. Trusted Supplier, Accolade and/or Customer will also execute a Business Associate Agreement(BAA)in accordance with HIPAA(incorporated by reference herein). This Order Form, along with the Trusted Supplier Program Terms,BAA,and any other exhibits or schedules attached hereto and incorporated by reference form a binding agreement between the above-referenced Parties. All capitalized terms not defined in this Form shall have the meaning set forth in the Trusted Supplier Program Terms. The Effective Date of this Order Form and the Trusted Supplier Program Terms is SERVICES ORDERED [SERVICE NAME/TYPE] Rates' ❑ [Service Component 1] ❑ [Service Component 2] ❑Implementation Services(if any) ❑Other Services(if any) Target Launch Date Initial Term [XX]months from the actual Launch Date of the Services Estimated#of Eligible Employees(ADD definition of in-scope eligible employees from TS) PEPM=Per Employee Per Month,except as indicated. SERVICE FEES Total Services Fee Rate: Performance Guarantees(if See Appendix B(Performance Guarantees) any) Per Member/Employee Rates Rates fixed for the initial term. Following the initial term,rates may be increased by no more than 3%once Annual Adjustment every 12 months. Rate increases effective on the anniversary of the Launch Date. 9 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade INVOICING Invoice Cycle Implementation Invoiced upon signing of contract and payable within thirty(30)days. Fee: Invoicing Period: [Quarterly net thirty(30)days]. Accolade will handle Customer invoicing. Fee Calculation: [To be added based on rates and services purchased by Customer]. Fee True-Up: If payments are to be made on an advance basis,then within forty-five(45)days after the end of each Invoicing Period,Accolade will calculate and submit an invoice for any under-or over-payments for the prior Invoicing Period and Performance Guarantee amounts,if any,based on actual data,and deliver a "True-Up Invoice"to Customer. Performance Guarantee calculations will be performed as set forth in Appendix A to this Order Form. If an amount is owed by Customer for an under payment,Accolade shall collect such amounts in accordance with the payment terms set forth above. Any amounts over-paid by Customer will be credited by Accolade in subsequent invoices against future amounts owed. Final Accounting: Upon termination or expiration of this Order Form for any reason,Accolade shall prepare a final True- Up Invoice using the methodology set forth above in the Fee True-Up section and determine the final net amount owed by Customer to be reflected in a final invoice. Invoicing;Payment Invoices will set forth on an itemized basis the amounts due and how such amounts are calculated based Generally on the Employee count,Base Rates,Additional Services Rates and any applicable Performance Guarantee amounts. Payments will be collected in United States dollars. Accolade will use reasonable efforts to timely collect such payments,but shall not be liable for amounts not actually collected. ADDITIONAL TERMS 10 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade APPENDIX A SERVICES DESCRIPTION 11 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade APPENDIX B PERFORMANCE GUARANTEES 12 DocuSign Envelope ID: B175BFF1-2B47-486D-9AOE-D52D36D4A9CD Accolade APPENDIX C SERVICE LEVEL AGREEMENT 13