Health Net 2009 Annual Report Download - page 546

Section 11.3. Maintenance and Transfer. Each Party will not, and will cause its Affiliates to not, dispose of, alter or destroy any
such Books and Records and other books and records relating to the Business except in accordance with such Party’s record retention
policies set forth on Schedule 11.3. During the term of this Administrative Services Agreement, the Administrator shall be
responsible for the security, maintenance and storage of all Books and Records and other books and records relating to the Business
and shall comply with the Parent’s security policy in effect as of immediately prior to the Effective Date, as may be amended to
comply with applicable Law from time to time. The Books and Records and other books and records relating to the Business are the
property of the Company. Promptly upon termination of this Administrative Services Agreement, the Administrator shall return to the
Company any such Books and Records and any other books and records relating to the Business in the Administrator’s possession;
provided, however, that the Administrator may retain copies of any such Books and Records.
ARTICLE XII.
COOPERATION
Section 12.1. Cooperation. Each Party hereto shall cooperate fully with the other in all reasonable respects in order to
accomplish the objectives of this Administrative Services Agreement, including making available its respective officers and
employees for interviews and meetings with Governmental Entities and furnishing any additional assistance, information and
documents as may be reasonably requested by a Party from time to time. If, at any time after the Effective Date, any further action is
necessary or desirable to effectuate the purposes of this Administrative Services Agreement, each Party, as the case may be, shall
execute and deliver or cause to be executed and delivered such instruments and other documents as shall be mutually agreed upon,
and shall take or cause to be taken all such further lawful and necessary action as mutually agreed upon including amending this
Administrative Services Agreement, executing additional ancillary, delegation or other agreements, or taking such steps and measures
as reasonably required, advisable or necessary pursuant to applicable Law or applicable accreditation or certification organizations.
Section 12.2. Joint Operating Representatives. The Administrator and the Company will each nominate two representatives to
act as the primary contact persons with respect to the Administrative Services provided under this Administrative Services Agreement
(the “JOR”). Each Party shall have the right to appoint, remove or replace its respective representative upon written notice to the other
Party. The initial representatives of the Administrator and the Company shall be set forth on Schedule 12.2. The JOR shall meet at
least once per quarter at a mutually acceptable time to (i) address matters related to the Administrative Services and (ii) discuss and
attempt to resolve any disputes related to this Administrative Services Agreement arising between the Parties. All meetings shall be
held in person, by teleconference or by any other means of remote communication agreed upon by the Company and the
Administrator. If any dispute before the JOR is not resolved within fifteen (15) days after the date the JOR first meets to discuss the
dispute in an attempt to resolve it (or such longer period as mutually agreed by the Parties in a writing signed by both Parties), then
such dispute shall be submitted to the senior level designees of each of the Parties, who shall meet and make a good faith effort to
resolve such dispute. If the dispute is not resolved within fifteen (15) days after such senior level designees first meet to discuss the
dispute in an attempt to resolve it, then either Party may initiate litigation. Notwithstanding this Section 12.2, the JOR shall have no
authority to amend this Administrative Services Agreement.
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