Health Net 2009 Annual Report Download - page 547

Section 12.3. Arbitration. Any dispute arising out of or relating to Section 7.5 shall be subject to final, binding arbitration in
accordance with this Section 12.3. The dispute shall be submitted before the New York, New York offices of JAMS in accordance
with the then existing JAMS Arbitration Rules, as modified by this Section 12.3; a decision shall be issued within fifteen (15) days
after the close of the record; and judgment upon the dispute may be entered in any court having jurisdiction over the judgment. United
and the Administrator shall select a mutually acceptable neutral arbitrator from the panel of arbitrators serving with any of JAMS’s
offices, but in the event the Parties cannot agree on an arbitrator, the administrator of JAMS shall appoint an arbitrator from such
panel (the arbitrator so selected or appointed, the “Baseball Arbitrator”). Within fifteen (15) Business Days after selection of the
Baseball Arbitrator, each of United and the Company shall submit to each other and the Baseball Arbitrator their respective proposals
for the amount of monetary damages that would become due to the Company were the Company to bring a legal action against a third
party and prosecute such legal action to conclusion, and the arbitration shall be limited to the sole question of determining which
amount is to be accepted. The Baseball Arbitrator shall have no authority to compromise between the amounts. If the Baseball
Arbitrator accepts United’s proposal, United shall pay the Administrator such amount. The determination rendered by arbitration shall
be final and binding upon the Parties, and judgment upon the award may be entered in any court having jurisdiction thereof. Each
Party shall bear its own fees and expenses with respect to this dispute resolution process and any disputes related thereto and the
Parties shall share equally the fees and expenses of JAMS and the Baseball Arbitrator. [The Parties acknowledge that the
Commissioner of the New York State Department of Health shall be given notice of all issues going to arbitration and copies of all
decisions, and that the Commissioner is not bound by such decisions.]
ARTICLE XIII.
CONFIDENTIALITY; PRIVACY REQUIREMENTS
Section 13.1. Use of Confidential Information. The Company and the Administrator acknowledge that each Party will have
access to confidential and proprietary information concerning the other Party and its businesses, which information is not readily
available to the public, and acknowledge that the Company and the Administrator have taken, and will continue to take, reasonable
actions to ensure such information is not made available to the public. The Company and the Administrator further agree that neither
they nor their Representatives will at any time (during the term hereof or thereafter) disclose to any Person (except the Company or
the Administrator and their respective Affiliates, officers, directors, employees, agents, consultants and advisors (each a
“Representative”), and in each case, who reasonably require such information in order to perform their duties in connection with the
services provided hereunder), directly or indirectly, or make any use of, for any purpose other than those contemplated by the Stock
Purchase Agreement, the Administrative Services Agreements or the Business Transition Agreement, any confidential information or
trade secrets relating to the Business, the Administered Contracts or the business affairs of the Company or the Administrator.
32
This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.
13
13