Health Net 2009 Annual Report Download - page 529

Section 3.5. Independent Contractor. For all purposes hereof, except as explicitly set forth herein, the Administrator shall at all
times solely act as an independent contractor and the Administrator and its Affiliates, on the one hand, and the Company and its
Affiliates, on the other hand, shall not be deemed an agent, lawyer, employee, representative, joint venturer or fiduciary of one
another, nor shall this Administrative Services Agreement or the Administrative Services or any activity or any transaction
contemplated hereby, or any commission or omission by any Party, be deemed to create any partnership, joint venture, agency or
employment between the Parties or among their Affiliates. As an independent contractor, the Administrator shall have no liability for
obligations of the Company, and all payments of the Company’s obligations by the Administrator shall be made in accordance with
Sections 14.1 and 15.2.
Section 3.6. Disaster Recovery. During the term of this Administrative Services Agreement, the Administrator shall, and shall
cause its Affiliates to, maintain, in all material respects, backup, business continuation and disaster recovery plans for the operation of
the Business and the provision of the Administrative Services as such plans are in effect by the Company on the date hereof.
Section 3.7. Inability to Perform. In the event that the Administrator is unable to perform all or a material portion of the
Administrative Services for any reason for a period that can reasonably be expected to exceed five (5) Business Days, the
Administrator shall provide notice to the Company of its inability to perform the Administrative Services and shall cooperate with the
Company in obtaining an alternative means of providing such Administrative Services that is reasonably acceptable to the Company.
Notwithstanding the preceding sentence, the Company may elect to provide the Administrative Services on its own during such
interruption of Administrative Services, in which case the Administrator shall provide Company access to its facilities and systems as
reasonably necessary for the Company to perform such Administrative Services until such time as the Administrator is able to resume
the performance of Administrative Services or an alternative provider can provide such Administrative Services to the reasonable
satisfaction of the Company and the Administrator. [In either event, the Company will not arrange for other means of obtaining
Administrative Services that the Administrator was to perform, or perform such services on its own behalf, without prior written
approval from the New York State Department of Health.] Other than in the case of an inability to perform under Section 3.8, the
Administrator shall be responsible for all reasonable costs and expenses incurred in order to obtain such alternative means of
providing the Administrative Services and in order to restore the Administrative Services.
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This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.
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