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HomeMy WebLinkAboutAccolade Health Insurance Support Services City of Jeffersonville Government Contract Coversheet Please note: All information MUST be completely filled out and submitted to Clerk's Office within 48 hrs of execution. Date Submitted to Clerk: 9/26/2023 Department: Human Resources Vendor Name: Accolade Sign Date: 9/13/2023 Ending Date: 12/31/2024 Amount of Original Contract: based on per emplyee per month Is this an amendment or change order to original contract? Yes or No Amended Contract Amount: approximately $8610.00/$20.50 per month , fr03,32O/tJ/L Purpose: Health insurance support services for emplyees and family members. Assistnce in navigating health beneftis and providers. For Clerk's Office to fill out Date uploaded to Gateway: Accolade ger MASTER SERVICES AGREEMENT COVER PAGE This Master Services Agreement(the "MSA") Is made and entered into as of the Effective Date by and between the parties set forth In the table below(each a"Party"and, collectively,the"Parties"). Customer: Customer Name: City of Jeffersonville Accolade: Accolade, Inc. Customer Address: 500 Quartermaster Court 660 West Germantown Pike,Suite 500 Jeffersonville,IN 47130 Plymouth Meeting, PA 19462 Attn: Kim Calabro Attn: Robert Cavanaugh, President Tel.:812-285 6405 Copy to:Legal Department Email:kcalabro@cityofjeff.net (legal a@accolade.com) This MSA sets forth the terms and conditions pursuant to which Accolade, Inc. and its affiliates("Accolade")will deliver certain services to the above-referenced customer and its affiliates("Customer")as set forth In more detail In one or more Order Forms. IL This MSA is comprised of(1)this Cover Page,(2)the attached Master Terms,(3)all executed Order Forms,and(4)the addenda listed below or subsequently agreed to by the Parties(each an"Addendum"and collectively,the"Addenda"): A. Exhibit A—Order Form with Service Description Guide Addendum B. Exhibit B—Eligibility Feed Confirmation Form C. Exhibit C—Business Associate Agreement D. Exhibit D—Data Security Addendum E. Exhibit E—Insurance Coverage Addendum III. Certain capitalized terms used in this Cover Page are defined in the Master Terms. IV. This MSA is made and effective as of January 1,2024 ("Effective D t ")and is execut d by a duly authorized representative of each Party as of the Effective Date. ACCOLADE, INC. CUSTOMER 1 r I —DocuSigned by • By: By: ( ) 8AQBF023EaA34137_. Name: Rajeev Singh Name: �{t tit a n rc Title: CEO Title; 1"t C{, fly Date: 9/14/2023 Date: 2023-07-21 , 4 Accolade MASTER TERMS 1. Services. 1.1. General. Pursuant to one or more duly executed order forms (each an "Order Form") substantially in the form attached as Exhibit A, during the Term (as defined below),Accolade will provide the services elected by Customer in each such Order Form,and as further described in the "Service Description Guide Addendum' or"SDGA" attached to such Order Form(collectively, the "Service(s)"). I he Order Form will reflect the actual Services ordered by Customer and to be provided by Accolade.Descriptions of unselected service types in the SDGA shall not be part of the Services and shall be for informational purposes only. Accolade shall reasonably determine the appropriate means, and details of Accolade's nblIgatinns hereunder, including sole responsibility for managing the apprvp�iuLc ni'vul w,methodsfulfilling .ya _ r _ _ delivery of the Services in accordance with the terms and conditions of this MSA. 1.2. Participants. The Services shall be provided to selected eligible individuals("Participant(s)")as further identified in the applicable Order Form.Unless otherwise expressly stated in the applicable Order Form,the Participant group to which the Services will be provided, and for which Customer shall pay Fees, shall be the entire group of Customer Participants meeting the definition of Participants set forth in the applicable Order Form. Customer shall provide to Accolade for inclusion in the Order Form an estimated number of Participants in each fee category. Fees based on per employee or per participant rates will be tracked and billed in accordance with eligibility data provided by or on behalf of Customer in accordance with Customer's approved instructions during the implementation process as further described In Section 1.3 below. 1.3. Implementation Services;Launch. 1.3.1. Accolade will implement the Services based on Customer's specific Launch Date (as set forth in the Order Form), benefits plan and structure(the"Plan"),Participant group,and third-party service providers to the Plan,including,without limitation,based on the Services ordered, Customer's health plan carrier or third-party administrator, pharmacy benefits manager, and eligibility vendor ('Third Party Providers"). implementation will be designed to Include a flexible timeline reflecting the Parties collaborative efforts and designed to achieve the Launch Date.Customer agrees that the timing and cost of Customer's specific implementation requires Customer to timely perform its obligations under Section 1.5 below and ensure the reasonable cooperation of 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 Services and/or increased costs to Customer for which Accolade will not be responsible, provided Accolade uses reasonable efforts to work with Customer to mitigate the effects of any such delays or increased costs. Launch Date will be on the first day of the calendar month. If a delay in the launch occurs,the Launch Date will be the first day of the following calendar month. 1.3.2. As part of the implementation process, Accolade will ingest eligibility data from Customer or its Third Party Provider and test such data to ensure that the eligibility data accurately reflects the Participants in-scope for Accolade Services. Accolade and Customer(including Customer's Third Party Provider, if applicable)will work collaboratively to promptly address any issues relating to the accuracy of the eligibility data feed.once it is mutually agreed that the structure and specification for the eligibility feed is accurate, Accolade will deliVer an "Eligibility Feed Confirmation Form,"substantially in the form set forth in Exhibit B, to Customer and Customer will promptly review and execute such form. 1.4. Service Enhancements.Accolade may make improvements,enhancements,corrections or other updates to the Services if and when such improvements,enhancements,corrections or other updates are made generally available to Accolade's customers without a separate charge to Accolade's customers("Improvements"). If and when such Improvements are made generally available as part of the Services, Accolade will reflect such Improvements in an updated version of the SDGA to be made available to Customer on a periodic basis. Improvements(i)will not materially reduce the functionality of or eliminate a contracted for service component or feature, and(ii) will not subject Customer to additional fees or charges, in each case, without Customer's written agreement. Improvements made available on an additional fee basis may be purchased pursuant to a mutually executed Change Order or written amendment to the applicable Order Form or a standalone order form or statement of work.Accolade will use reasonable efforts to provide Customer with advance written notice of any material changes-to the Services,including Improvements.The SDGA may,as applicable, include certain terms and conditions specific to the Services covered by such SDGA. Customer agrees that any future innovations or Improvements that Accolade may have communicated to Customer as part of any sales process or otherwise are not currently available, may not become available, and have not been promised to Customer as part of the Services. Customer further agree that its decision to purchase the Services is not based on any promise of such future innovation related to the Services or Improvements. 1.5. Customer's Obligations Related to Services: Other Acknowledgements. 1.5.1. if applicable,and to the extent necessary, Customer shall amend(or cause its administrators to amend)the applicable Plan documents, including its Summary Plan Description ("SPD") and Notices of Privacy Practices, to permit and accommodate the the Services to be Participants, Customer shall provide Services. insofar as certain information relating to is required disseminated to rJluviuc: such information to Participants, Including, without limitation, information pertaining to the provision of Medical Services and/or expert medical consultation services via Specialists,as further described in Section 1.6 below. 1.5.2. Customer's appropriately named fiduciaries are and shall remain the fiduciaries of the Plan and any other employee benefits and sponsored health plans. Customer's appropriately named fiduciaries retain discretionary authority over interpretation and administration of the Plan,unless otherwise mutually agreed by the Parties in connection with a specific Order Form. Notwithstanding the foregoing,Accolade acknowledges that if it is providing utilization management services, it may at times be a functional fiduciary and will comply with its obligations as a functional fiduciary at such times. 1.5.3. Notwithstanding anything else set forth in this MSA or any Order Form to the contrary, Accolade does not and shall not have any power or authority (I) with respect to benefit determinations, and any and all such decisions shall be in accordance with 2023-07-21 2 Accolade Customer's benefit programs, including the SPD and associated Plan documents, (ii)to waive, alter or modify by estoppel or otherwise, any of the terms or conditions of any benefit program provided by Customer,and/or(iii)to bind Customer to any insurance or other risk. Customer agrees Accolade shall have no liability for providing information to Participants if such Information is contained in Customer's Plan documents, Accolade Services do not constitute health Insurance and will not cover any services, including Medical Services (defined below), hospital services,specialist services, or any other such services not directly provided hereunder as part of the Services. The Services are not a substitute for health Insurance or other health plan coverage and are not intended to replace any existing or future health insurance plan coverage. 1.5.4. Customer shall(a)direct and/or authorize its Third Party Providers to take such action as may be reasonably necessary for the Services to be implemented, including,without limitation,as applicable, having applicable Third Party Providers timely provide to Accolade and Its subcontractors all eligibility and related data as may be necessary to support the Services as may be further set forth in the Order Form or the SDGA(collectively, "Required Data");and(b)performing such other Customer Internal activities as are necessary to support and implement 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. Accolade will rely on the Required Data as and In the form provided to it to provide the Services and will not be responsible for inaccuracies,incompleteness,or non-compliance of such Required Data as received by Accolade; provided that Accolade will use reasonable efforts to notify Customer of any inaccuracies or incompleteness it may become aware of in receiving the Required Data. 1.5.5. If Customer requests that Accolade deliver Personal Information(as defined in Exhibit D), including Protected Health information(as defined In Exhibit C), to It or another of Its third-party service providers, such request will not require Accolade to violate any applicable federal and state laws. Customer further agrees that Accolade may require it(or the third parties to which such information is to be directed)to sign appropriate written documentation,such as business associate, non-disclosure and/or data privacy and security agreements. 1.6. Service Specific Terms and Conditions. 1.6.1. Accolade is not the plan administrator of the Plan. Customer is responsible for compliance of its Plan, the design thereof, and/or its benefits enrollment procedures in accordance with all applicable laws, and for payment of all costs and expenses to pay claims or otherwise fund the benefits set forth in benefit or health plan related documents, including the SPD. Customer shall have obtained or will obtain all required consents, authorizations (including of its Participants under HIPAA or other applicable privacy laws, including the California Consumer Privacy Act of 2018(as amended by the California Privacy Rights Act of 2020)("CCPA/CPRA"), Cal. Civ.Code§§ 1798.00, et seq., its implementing regulations, and similar laws passed in other states as they become effective, including but not limited to the Colorado Privacy Act,the Connecticut Data Privacy Act,the Utah Consumer Privacy Act,and the Virginia Consumer Data Protection Act, collectively referred to herein as the "State Privacy Laws"), or approvals to fulfill its obligations under this MSA and to enable the provision of Required Data to Accolade for use in providing the Services. Customer has sought its own legal advice with respect to the use of the Services as part of a wellness program or employee assistance program, if applicable; and Accolade has not provided Customer with advice regarding the legality of any of any such programs or use of the Services for such programs (any memorandums or information provided being for informational purposes only). 1.6.2. Accolade Care/Accolade Expert MD: 1.6.2.1. As part of Accolade Care, Accolade provides certain administrative, technology and platform services in support of the primary care telemedicine and mental health services("Medical Services")provided as part of the Accolade Care Services. Medical Services are provided through contracts with one or more professional medical corporations that employ and/or contract with licensed health care practitioners (collectively, the "Provider(s)"), and for which Accolade or one of its affiliates provides technology and administrative platform services through which such Medical Services are provided. Medical Services are performed by the Provider and its licensed health care practitioners in accordance with (1) prevailing community medical standards; (2)all applicable laws, statutes, rules, and regulations; (3)all standards, orders, rulings, and requirements of any applicable governmental or regulatory agency. Independent of Medical Services, including in respect of Accolade's Advocacy, Expert MD, or other health and benefit navigation services, Accolade's Services do not constitute medical advice, diagnosis,or treatment. All medical and clinical information provided by way of the Services(other than as part of the Medical Services),including via Accolade Technology(as defined below)and/or Participant Communications(as defined below), are for general informational purposes only.All health care practitioners shall be trained and proficient in the use of Accolade's Medical Services technology. 1.6.2.2. As part of Accolade Expert MD Services, expert medical consultations (i.e., interactive video or telephonic sessions between a Participant and a Specialist(as defined in the SDGA)that allow a Participant to discuss health questions and to obtain general health information from such Specialist directly or via Accolade's care team) do not constitute medical advice,diagnosis, or treatment, and are intended for general information purposes. If expert medical consultation services are ordered as part of the Services, such Services constitute the provision of the technology and support to facilitate the expert medical consultation in addition to establishing the Specialist network. 1.6.3. Customer acknowledges, and agrees that (a) the Medical Services and Expert MD Services are provided solely by virtual technology methods such as telephone and/or secure video conference, and only in the case of Medical Services may include diagnosis,treatment recommendations,and prescription medication by one of the Providers for on-going,chronic and urgent care issues; (b)the Services are not intended for and shall not be used for emergency medical issues, and in the event of an emergency,a Participant must call 911; (c)the Medical Services, specifically, do not include all primary care services that may be provided in an in-person setting 2023-07-21 3 jik Accolade and expressly exclude any and all conditions or presentations that the Provider determines in Provider's Independent medical discretion will require an In-person examination or that may not otherwise be treated via teieheaith, whether due to medical practice policy and protocols or under applicable law; and(d)a Provider may from time to time refer a Participant, with Participant's consent,to an outside healthcare provider for consultation or treatment, such as for medical conditions requiring specialized expertise or relating to certain prescription drugs not offered by the medical practice. 1.6.4. Certain Accolade Services may Include one or more third party subcontracted services as more fully described in the SDGA, if additional terms and conditions related to such subcontracted services are required, such terms and conditions shall be set forth In Exhibit F to this MSA. 1.6.5. Accolade maintains a program, referred to as the"Trusted Partner Program,"through which Customer may purchase various third-party services ("Trusted Partner Services")from one or more third party suppliers(each, a'Trusted Partner"). if Customer purchases Trusted Partner Services,the following terms and conditions shall apply: (I)Accolade Services related to the Trusted Partner Program are limited to administrative services in support of Customer's acquisition of Trusted Partner Services from Trusted Partner(s) as more fully described in the SDGA;(li)Trusted Partner Services are provided by the Trusted Partners,and not Accolade,and Accolade is not obligated to find a replacement if the Trusted Partner is unable to provide Trusted Partner Services for any reason; (iii) Trusted Partners, unless otherwise agreed in an applicable Order Form, are directly responsible to Customer and liable for Trusted Partner Services,and Customer shall be a third party beneficiary of any agreement Accolade has with such Trusted Partner in respect of Trusted Partner Services, and for any acts or omissions of such Trusted Partner,its employees, representative and/or agents;and (iv)except in respect of Accolade Services,Accolade shall not be liable for any breach by a Trusted Partner of its obligations. 1.7. Participant Registration;Licenses;Restrictions;Ownership. 1.7.1. Participants and any other Customer's personnel ("User(s)") that will use any of the Services and associated "-eolade's line mobile technology Accolade's c tomor reporting tool(s) ("A lad T F, 1 qv"\ must technology, such as IiGGUIQUGa online or tcs..nnu ogy or nwtaauc� ..iiawu,o, ,^o�,u „a ,r,ir�rvreuv ,vv„nv.vyr „ , register and agree to certain terms and conditions related to the use of the Services and Accolade Technology to establish or receive secure account credentials ("Access Credentials"). Customer agrees that certain acknowledgements or authorizations (including an informed consent regarding the use of telehealth services)may be required to be executed by Participants,which may include medical informed consent and/or data sharing authorizations, and Accolade may not be able to provide certain elements of the Services to Participants who refuse to sign or later revoke such authorizations.Accolade will make such terms and conditions,including any informed consent related to use of virtual care Services, available to Participants for signature as and when Participants access such Services. Furthermore,as to an individual Participant,Accolade may refuse to provide the Services, in the event Accolade reasonably determines that a Participant's engagement with Accolade Is offensive,harassing,for fraudulent purposes,or other than to engage the Services in a bona fide manner for the purposes contemplated herein. Accolade and its subsidiaries shall be third party beneficiaries of such acknowledgements and authorizations,including informed consent. Customer may request copies of such terms and conditions. 1.7,2. Subject to the terms of this MSA: (a) Accolade hereby grants Customer and its Participants a non-exclusive, non- transferable, limited right during the Term to access and use the Accolade Technology solely as part of the Services, subject to the payment of the Fees specified in the Order Form; and (b)Customer hereby grants Accolade a non-exclusive, non-transferable, limited 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 1.3 above. 1.7,3. Services (including Accolade Technology and any Improvements thereto) do not constitute "works for hire," "works made in the course of duty," "deliverables," or similar terms under laws where the transfer of intellectual property occurs on the performance of services to a payor.Accolade and its licensors and suppliers own and retain all right,title, and interest in and to the:(a) the Services,Accolade Technology,and all related software,hardware,technology,documentation,and information provided or used by Accolade in providing the Services or licensed to Customer as part of the Services; (b) ail insights, analytics, de-identified data, aggregations,databases,and reports based on or derived from Required Data or Accolade's provision of the Services; (c)all know-how and techniques that may be developed, conceived, or invented by Accolade during its performance of the Services; (d)ail feedback, including any suggestion or idea for improving or otherwise modifying Accolade's Services, Accolade Technology, or provision of Accolade Services or Accolade Technology,even if such suggestion or idea is intended to be specific to Customer;and(e)all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property set forth in (a)through (d)above (collectively, "Accolade Materials"). For the avoidance of doubt, and except as set forth in this Section 1.7.3, nothing herein is intended to create an ownership right in the Required Data and other information provided by or ue behalf of Customer and received by Accolade for the purpose of providing the Services.This Section 1.7.3 will survive expiry or termination of this MSA for any reason. 1.7.4. Accolade shall not sell or license to third parties or otherwise commercialize Required Data or Customer Confidential Information,except to provide the Services including the right to conduct analyses to improve the quality and efficiency of the Services. Accolade uses, and Customer expressly grants the right to create and use de-identified and/or aggregated data to: (i)perform secure transmissions required to provide Services when identified data is not necessary to be transmitted; (ii)perform analytics that are used to (a)provide insights to Accolade's front line care teams in providing member-level support,(b)support population health activities aligned with Accolade's customers' objectives, and (c)improve the quality and efficiency of the Service for members and customers. Accolade shall not sell or make available any de-identified or aggregated data to any third parties for such third parties' own independent uses, without the prior consent of Customer. For the purpose of the preceding sentence, the term "de-identified" shall mean data and/or information that satisfies the requirements set forth in 45 CFR § 164.514(b), as amended, and other applicable law, and which is permanently not identifiable on a customer, member, or plan basis. De-identified data shall not be considered Confidential information under this MSA. In no event shall any de-identified data or use of such data permitted above be associated or attributed to the Customer 2023-07-21 4 Accolade if not being used to provide the Services to Customer. 1.7.5. Customer agrees that it will not:(a)permit any party to access and/or use the Services,other than the Users authorized under this MSA; (b)rent, lease, loan,or sell access to the Services to any third party;(c)interfere with,disrupt, alter, translate, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Services, including without limitation, any external websites that contain third party content and that are linked to via the Services; (d) reverse engineer or access the Services in order to(i)build a competitive product or service using Accolade's Confidential Information, (ii)copy any features, functions or graphics of the Services; (e)without Accolade's express written permission, introduce software or automated agents or scripts to the Services so as to produce multiple accounts,generate automated searches, requests and queries, or to strip or mine data from the Services; (f) other than for internal business purposes relating solely to Accolade's performance under this MSA, perform or publish any performance or benchmark tests or analyses relating to the Services or the use thereof; or(g)cover or obscure any page or part of the Services 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 or any User regarding the Services(including Accolade Technology)or any part thereof. 1.7.6. Access Credentials provided to or established by Users may only be used to access the Accolade Technology during one (1) concurrent login session. Customer agrees that it is responsible for its and its Users' use of and access to the Accolade Technology, and that it will notify Accolade promptly of any actual or suspected unauthorized use of its account or Access Credentials, or any other breach or suspected breach of this MSA. Accolade reserves the right to suspend access to the Accolade Technology If it reasonably determines that Access Credentials have been compromised or any User is misusing,abusing or otherwise putting at risk the operation or security of the Accolade Technology. Accolade will, as reasonably appropriate, reset a User's Access Credentials upon request. 1.8. Participant Engagement Communications. 1.8.1. Unless Customer notifies Accolade in writing that it opts out of Participant Communications (as defined below), Accolade shall have the right,but not the obligation,to communicate with Participants through various media,including,without limitation, internal Customer portals or email, email generally, digital marketing, telephone, regular mail, and the like, collectively, referred to as "Participant Communications," in order to increase the awareness and engagement of Participants with the Services. Customer agrees (unless it opts out of such Participant Communications)to support any such Participant Communications,Including by promptly reviewing and approving, within its reasonable discretion, those activities, including outbound telephonic and electronic communications, and associated materials developed by Accolade for such purposes. 1.8.2. In addition to the Participant Communications delivered at Accolade's option, Customer and Accolade may agree to additional awareness and outreach campaigns in a duly executed Order Form or Change Order reflecting the nature, scope and cost for such additional awareness and outreach activities. 1.9. Change Control Procedures. 1.9.1. The Parties shall use the procedures set forth in this Section 1.9 to review and mutually agree to any requests by or on behalf of Customer to:(I)modify,upgrade,or otherwise change the Services(including,without limitation,the elements and/or frequency of any task performed as part of the Services as a result of Customer Plan changes or otherwise), (ii)increase or decrease the amount of particular Services beyond what was provided in the SDGA or other exhibit to the MSA, or(iii)change the means or manner In which the Services are provided ("Change(s)"). If any Party 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. 1.9.2. As part of provision of a Change Request,or within a reasonable period following issuance of a Change Request from Customer, 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. 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. 1.9.3. 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 into 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 Services and subject to the provisions of this MSA. If the Change was requested to comply with applicable law or a change in law(in each case, whether or not yet 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. 2023-07-21 5 Accolade 2. Representations,Warranties and Responsibilities of the Parties. 9.1. Rv Rnth 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 MSA,to grant the rights granted by it under the MSA, and to perform its obligations under the MSA; and(b)it will comply with all applicable laws and regulations, including laws regarding the security or privacy of Required Data, which shall include the State Privacy Laws,that may be in effect during the term of the MSA as they apply to such Party's obligations under the MSA. 2.1.2. Accolade and Customer will work together to establish the process integration points required to create a positive Participant experience. 2.1.3. Customer and Accolade will provide executive leadership, sponsorship, decision-making and support necessary to ensure that the MSA is successfully implemented.The Parties will each Identify an implementation protect 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 MSA,provide the Services 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 MSA, 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, State Privacy Laws; and(2)to the extent applicable,the provisions as set forth in a Business Associate Agreement. 2.2.3. 1 fie Services,and the use thereof by Customer or its Participants in acuurddrnce with the terms of this MSA,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 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 and other human resources practices, including any provisions pertaining to the disclosure or receipt of personal information and/or PHI (such as its Notice of Privacy Practices) are compliant with applicable law and contemplate or will be duly amended to permit the Services. 2.3.3. Customer represents that if it requests access to Participants'personal information or requests that Accolade provide personal information to a third party for plan administration or other business purposes, its Participants,employees or representatives,or other third parties have the right to receive such personal information according to applicable law, including State Privacy Laws, and under its benefit plan documents,and that it will not make any illegal or non-compliant use of such personal information. 2.3.4. Customer represents that, under no circumstances, shall it use personal Information 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,including any applicable State Privacy Law. 2.4. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE LIMITED WARRANTIES SET FORTH IN THIS MSA ARE PERSONAL TO THE PARTIES HERETO AND ARE THE SOLE WARRANTIES PROVIDED BY ACCOLADE RELATED TO THE SERVICES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS MSA, 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. 0. Economic Arrangements.. 3.1. Services Fees; Payment Terms. Customer agrees to make payment of Services Fees (the "Fees") in accordance with the invoicing and payment terms set forth in the Order Form.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 3.2(Fee Disputes)below. 3.2. 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 2023-07-21 6 er.,41, Accolade (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 later of(I)the invoice due date and(ii)three(3)business days following such determination,and if later than the due date,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. 3.3. Data Change Implementation Fee. If, after implementation of the Services, one or more of Customers Third Party Providers makes more than de minimis changes to Required Data that require 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. 3.4. Taxes. Accolade's fees do not include any governmental taxes, assessments,fees or duties imposed, assessed, or levied by any federal,state, local,or other governmental entity("Taxes")that may be applicable in connection with the Services.Customer will be responsible for funding,remittance,and determination of the amount due for 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 MSA, 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 such exemption retroactively to previous invoices. In the event that the provision of any benefits to Participants in connection with this MSA is subject to a Plan or employer-based tax reporting requirements,Customer agrees to comply with these requirements. 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 or matters pertaining to the implementation and compliance with this MSA. It is intended that each Party's Relationship Executive will serve as the single point of contact under this MSA and have the authority on behalf of each such Party 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 to decide all questions of a day-to-day nature that may arise under this MSA and to provide all approvals on behalf of such Party 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 MSA. 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 MSA or the Services. 5. Term and Termination. 5.1. Term. The term of this MSA will begin on the Effective Date and continue thereafter for the initial term set forth on the Order Form as measured from the actual Launch Date (initial Term"). This MSA shall automatically renew following the Initial Term for successive one(1)year periods,unless either Party gives the other written notice of termination at least ninety(90)days prior to expiration of the then-current term (each a "Renewal Term"; collectively, the "Term"). The terms and conditions of the MSA 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. The termination or expiration of this MSA shall not affect the expressly stated term of any Order Form executed by the Parties hereto and this MSA shall continue to govern all other terms and conditions of such Order Form until it Is either terminated or expires on its own terms. 5.2. Termination for Breach. Either Party may terminate the MSA upon a material breach of the MSA by the other Party. The non- breaching Party shall give the other Party an opportunity to cure the breach within ninety(90)days(except for failures of payment which shall have a cure period of ten(10)business days, and a breach of any BAA by Accolade which shall have a cure period of thirty(30) days)(each a"Cure Period"); if the alleged breach is not cured within the applicable Cure Period,the non-breaching Party may terminate immediately,The non-breaching Party's notice of breach shall include a detailed statement of the alleged breach. 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. 5.3. Termination for Insolvency. Either Party may terminate the MSA by notice to the other Party,that notice being effective upon receipt,if:(1)the other Party is the subject of a voluntary or involuntary bankruptcy, receivership,assignment for the benefit of creditors, insolvency, dissolution, liquidation proceeding, winding up of its business, protection or relief from creditors,distressed execution on its property,or similar event;(2)the other Party is or becomes insolvent(4)a trustee,liquidator,or receiver is appointed for the other Party's business or property;or(5)any default, delay or failure of the other Party's obligations allowed under section 5.3 of this MSA continues 2023-07-21 7 it Accolade for more than thirty(30)calendar days. 6 f'nnfidentiarrt:r 6.1. General. The obligations of confidentiality set forth in this MSA 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 000 identiei information to the other Party is referred to as the'Disclosing Party." 6.2. Protected Health Information. Concurrently with the execution of this MSA, if applicable based on the Services selected by Customer in the Order Form, the Parties will enter into a HIPAA Business Associate Agreement("BAA")as set forth in Exhibit C.To the extent that there is conflict between this MSA 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 MSA, 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,Participant Personal Information,Personal Data,participating provider names,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: (a)Possessed by the Receiving Party prior to receipt or access pursuant to this MSA, 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 Receiving Party's contemporaneous written records maintained in the ordinary course of business;(b)Developed by the Receiving Party without access to Or useof the Confidential Information,as evidenced by the Receiving Party's contemporaneous written records maintained in the ordinary course of business;(c)Published or available to the general public other than through a breach of this MSA or breach by a third party of its confidentiality obligations to the Disclosing Party;or(d)Lat:vful!y 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. Except as specifically permitted by this MSA, neither Party shall permit the disclosure of Confidential Information to any person or entity,other than as permitted in this MSA. Each Party shall limit the disclosure, duplication and use of Confidential information to the performance of its obligations under this MSA and shall limit access to and possession of Confidential Information only to those of its Personnel whose responsibilities reasonably require such access or NWJCbion. 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 MSA.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 fess 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 MSA which becomes known to the Receiving Party. 6.5.2. This MSA 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 wanted 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 Services shall be considered the exclusive property of Accolade. 6,6, Return of Confidential Information. Upon expiration or termination of this MSA and at the Disclosing Pays 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 Information)from ail 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, aii 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 2023-07-21 8 ek Accolade Confidential Information shall remain subject to the obligations of this Section 6 and shall not be used for any other purpose. This Section 6.6 shall not apply to De-Identified 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 MSA. 7. Privacy and Security. 7.1. During the Term of this MSA and any Order Form, Accolade shall maintain, and shall cause its subcontractors to maintain, a formal security program materially in accordance with industry standards(e.g.,such as NIST or 1SO27001)that is designed to:(i)ensure the security and Integrity of any Required Data and/or Participant personal information and PHI collected by Accolade (collectively, "Personal Data");(ii)protect against threats or hazards to the security or integrity of Personal Data;and(iii)prevent unauthorized access to Personal Data.Such security program will conform to the Data Security Addendum attached as Exhibit D hereto("DSA"),and as further described in Accolade's most recently completed Service Organization Control 2 (SOC2) audit reports. Upon Customer's request, Accolade will provide Customer with a copy of its then-current SOC2 report. If either Party believes that there has been a security incident or other breach of Personal Data (as set forth in the DSA or as defined by applicable law, rule or regulation), such Party must promptly notify the other Party,unless legally prohibited from doing so,within seventy-two(72)hours or any shorter period as may be required by applicable law,rule or regulation.Additionally,each Party will reasonably assist the other Party in mitigating any potential damage. 7.2. In the event that any unauthorized access to or acquisition of Personal Data is caused by an Accolade security incident or other data breach,Accolade shall pay the reasonable and documented costs Incurred by Customer in connection with the following items:(a) costs of any required forensic investigation to determine the cause of such security incident or other data breach,(b)providing notification of such security incident or other data breach to applicable government and relevant Industry self-regulatory agencies, to the media(if required by applicable Law)and to individuals whose Personal Data may have been accessed or acquired,(c)providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one year after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service , and (d) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year after the date on which such individuals were notified of the unauthorized access or acquisition.NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THE MSA TO THE CONTRARY, ACCOLADE SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY CUSTOMER OR iTS EMPLOYEES,AGENTS OR CONTRACTORS. 8. Indemnification and Limit of 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 the confidentiality or security terms of this MSA 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 MSA, including a Claim that the Services, as provided by Accolade and used in accordance with the terms of the MSA, infringes upon any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party. Notwithstanding the above, Accolade shall have no liability for any infringement Claim which: (i)pertains to any portion of the Services or the technology used by Accolade to provide the Services that has been altered or modified without Accolade's prior written approval;or(ii)is based on use of the Services in conjunction with any item not provided by Accolade,unless such use is shown to constitute the infringement when not used in conjunction with the item not provided by Accolade. If any portion of the Services becomes,or in Accolade's opinion is likely to become,the subject of a claim of infringement, Accolade may, at Accolade's option: (a) procure the right to continue using the Services; (b) replace the Services with non-infringing services which do not materially impair the functionality of the Services; or(c)modify the Services so that it becomes non-infringing. This indemnity states Customer's sole and exclusive remedy for infringement Claims. 8.2. Indemnification by Customer. Customer shall, at its sole cost and expense, indemnify, hold harmless and defend Accolade (including Accolade'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 Accolade by reason of any Claim arising from(i)any alleged breach of this MSA or any willful misconduct or grossly negligent act or omission of Customer(including Customer's officers,directors,and employees) in connection with its activities under this MSA; and/or(ii)Customer's administration of its health plan or other human resources and/or 2023-07-21 9 Accolade labor and employment practices allegedly in violation of any applicable labor and employment or anti-discrimination law,rule or regulation. 8.3. 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 hereunder except in the event and to the extent the Party providing such protections is prejudiced by such failure, 8.4. 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. 8.5. 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 shah not be unreasonably withheld or delayed 8.6. 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 PARTY'S INDEMNIFICATION OBLIGATIONS, AND ACCOLADE'S REMEDIATION OBLIGATIONS UNDER SECTION 7.2,(A)IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO THIS MSA (OTHER THAN AS i SECTi EXCEED AN EQUAL T THE OF ALL FEES EXPRESSLY SET FORTH IN SUBSECTION ION (13 j BELOW) AMOUNT �.xUi-,r. r O r P,� AGGREGATE ... .....� FEES ACTUALLY PAID BY CUSTOMER OMER FOR SERVICES DURING THE TWELVE(12)MONTH PERIOD PRECEDING THE TIME THAT THE CLAIM AROSE, AND (B) IN NO EVENT SHALL ACCOLADE'S TOTAL LIABILITY FOR A BREACH OF CONFIDENTIALITY, A SECURITY INCIDENT,OR OTHER BREACH OF PERSONAL DATA EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF ALL FEES ACTUALLY PAID BY CUSTOMER FOR SERVICES DURING THE THIRTY-SiX(36)MONTH PERIOD PRECEDING THE TIME THAT THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHS TANDiNG ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, 8.7. Survival of Provision. The Limitations of Liability and Customer's and Accolade's indemnification obligations under this Section 8,subject to the limitations stated herein,shall survive the expiration or termination of this MSA 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 Services to be performed under this MSA. Nothing contained in this MSA 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 persons are 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. Except with respect to Customer's payment of Fees, neither Party shall be liable for any failure to perform as required by this MSA 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, pandemics or epidemics, 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 smarties,including, without limitation,cloud service providers,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 Services,or the economic impact of that Services.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 that are based at least in part on a period of time. 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 MSA 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 the Parties contemplated by this MSA. 12. insurance. Accolade shall procure and maintain, at its expense and uninterrupted at all times during the Term of this MSA appropriate insurance coverage with respect to its providing Services under this MSA. Upon reasonable request of Customer;Accolade shall provide to Customer copies of relevant certificates of insurance. Such insurance shall at a minimum meet the standards set forth in Exhibit E. 13. General. 13.1. Assignment. Neither Party will, without the prior written consent of the other Party, assign this MSA or any amounts payable 2023-07-22 10 Accolade pursuant to this MSA(Including by operation of law), except that a Party may assign this MSA, 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 MSA. 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; Severability. The terms and conditions of this MSA may not be amended, waived or modified, except in a writing signed by both Parties. In the event that any provision of this MSA is held invalid or unenforceable by a court of competent jurisdiction,such provision shall be severable and the remaining provisions in the MSA shall remain in full force. In the event the provision is not severable, such provision shall be replaced or modified in such a way as to render it valid and enforceable or, alternatively,equitably adjust the terms and conditions of the MSA to reflect the deletion of the clause. 13.4. interpretation. Interpretation of this MSA 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 MSA. 13.5. Governing Law. The interpretation, validity and enforcement of this MSA, and all legal actions brought under or in connection with the subject matter of this MSA, shall be governed by the law of the State of Delaware (except that any conflicts-of-law principles of such state that would result In the application of the law of another jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of this MSA shall be brought only in the United States District Court for the District of Delaware. Each Party submits to the exclusive jurisdiction of this court and agrees not to commence any legal action under or in connection with the subject matter of this MSA in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought hereunder in the federal court in the District of Delaware,and will not claim such venue is an inconvenient forum. 13.6. Negotiated Terms. The language, terms, conditions, and provisions of this MSA are the result of negotiations between the Parties and this MSA 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 MSA or based on a Party's undertaking of an obligation under this MSA. 13.7. Survival. The following sections of this MSA will survive the expiration or termination of this MSA:Sections 6(Confidentiality), 7 (Privacy and Security), 8 (Indemnification and Limitation of Liability), 11 (Record Keeping), 11 (Insurance), 13.4 (Interpretation)and 13.5(Governing Law). 13.8. Publicity, Promotional Materials and Use of Name. Neither Party may use or refer to other Party, or use the other Party's name and/or trademarks, in any way, without prior written approval of the other Party, except that Accolade shall have the right to refer to Customer as a customer in prospect and industry presentations, and on its webslte; provided that if Customer notifies Accolade that a particular use is riot appropriate,Accolade will modify such usage in accordance with Customer's reasonable instructions. The Parties intend to issue a press release promptly following execution subject to Customer's prior written approval, not unreasonably withheld or delayed. 13.9. Counterparts. This MSA may be executed in counterparts, all of which when taken together constitute a single agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESiGN Act of 2000, Uniform Electronic Transactions Act or other applicable law)or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. 13.10. Notices. Any notice required or permitted by this MSA 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 Order 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 mall 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 MSA. 2023-07-21 11 as,tk. Accolade Exhibit A— Order Form ("Order Form")with Service Description Guide Addendum This Order Form together with all addenda, appendices, and schedules hereto ("Order Form") is entered as of September 12,2023 ("Order Form Effective Date")by and between Accolade and Customer pursuant to the terms and conditions of the MSA between the Parties dated September 13,2023 (the"MSA"),which are incorporated herein by reference.This Order Form together with the MSA constitute the agreement governing the Services to be provided hereunder. If there is a conflict between the terms and conditions of this Order Form and the MSA, the terms and conditions of this Order Form shall control. Capitalized terms not defined herein shall have the meanings set forth in the MSA. ometCo fo .4,1 . ... �.nta�Ip atl - :<i: .�: :s�. . . rX..,:".,.. . .. ,._ , ,..,.:;:: �.:::= <. ' ':; ..., . a e;GQhxactatfaflination'�ca ,'�:.:i:<.'": _1.::.:;;i :;;;;;:`:° :. Primary Contact Name: Kim Calabro Accolade Contact Rob Cavanaugh Title: Director of Human Resources Name:Title: President Email: kcalabro@dtyofieff.net Email: Email:Robert.Cavanauch@aocolade.com Invoicing Contact Heather Metcalf Copy to:LeraiCaiaccolade.com Name:Title: Controller Email: hmetcalf@cityof)eff.net Address: 500 Quartmaster Court I Address: 660 West Germantown Pike,Suite 500 i Jeffersonville, IN 47130 Plymouth Meeting,PA 19462 Phone: 1 812-285-6405 `1.00.(y,';Tills;Onler.Form'silall be$ffecfive pursuant t9 the'following.•dates'(the"valet-Form Term`) • . Commencement Full Services Launch Date:1/1/2024 Order Form 36 months from the Full Date(s): Initial Term: , Services Launch Date Renewal Terms: r The Order Form Term will automatically renew following the Initial Term for successive one(1)year periods(each an 'Order Form Renewal Term"),unless either Party gives the other written notice of termination at least ninety(90)days prior to expiration of the then-current term. , `Seivicee_Orderedl Paiticipant.i[formation ..._ :':"..;;' :`:`.. ,. .-.. ?:,:-Priclag/'Other Terms Accolade Plus Participant Populations: Advocacy: $20.50 Advocacy Base PEPM Advocacy 'Advocacy Populations Total Health and Benefits Active Employees and Covered Dependents Enrolled Self-Insured .g Case plan Management Est.Emp../Participant count 363. ® Provider Services • 0 UM 61 Former Employees2 0 Standard Est Emp./Participant count 50 Pre-Cert List ❑Custom Pre- 0 Other Cart List Est Emp./Participant count: / -. Stop-Loss Total Est Em to /Partici nt count:413 Reporting p . t .. Customer Employee Minimum:330 - Limitations and Requirements(if applicable): 1. Except for Services purchased according to this Order Form, Accolade has not committed to provide or deliver any other services, or enhancements,Improvements and upgrades unless and until such additional service,enhancement,Improvement and/or upgrade Is made generally available to Accolade's customers, Such additional service, enhancement, improvement and/or upgrade shall be subject to additional fees,Advocacy service is dependent on the specific data requirements of each service type. See SDGA for details• 2• Accolade will only support these Participants If(1)such Participants are included In the same Benefit Administrator Eligibility File as Active Employees in Self-Insured Plans;or(2)if not included In the same Benefit Administrator Eligibility File as Active Employees In Self-Insured Plans,then(a)only when the covered Participant count(Including COBRA enrollees)is at least 1,000 participants or(b)Customer agrees to pay an implementation fee for the additional eligibility file. Exceptions(if any); � 1 2023-07-21 12 .66. Accolade :Other Service Related.Terms.r.rl:�s,.a,• v: .,r�.�.,,;r.t,;. �:S:i'+1 �+::'•�, .._,v .... '•o-e:a o.'c•''.;HY"'%::.,, ..r: .". . ,�r.ar31 �.... .... . .... :. Implementation Waived Fee(s): Annual Rate • Rates will:be Increased on a going forward basis on each anniversary of the Launch Date during the Order Form Term of this MSA by no more than the greater of(1)the`rate determined by the chanUe in the applicable Employment Cost Index not Adjustments: seasonally adjusted,and(2)five percent(5%). - Participant Active Employees(Self-insured Plans)means those Participants who are current employees or other workforce members Population and Other who are actively enrolled in one of Customer's self-insured health benefit plans. Definitions: Active Employees(Fully-Insured Plans)means those Participants who are current employees or other workforce members who are actively enrolled in one of Customer's fully-insured health benefit plans. Active Employees(Not Enrolled)means employees or other eligible workforce members of Customer who do not receive health benefit coverage through one of Customer's health benefit plans. Covered Dependents means dependents of an Active Employee enrolled in a Self-Insured or Fully-Insured medical plan sponsored by Customer. Former Employees means those Participants who are no longer employees or workforce members of Customer,but who are receiving health benefit coverage as participants in COBRA plans,or a health benefit plan for retirees. Participant(s)(also may be referred to as Members)means those individuals who are eligible to receive Accolade Services as set forth In this Order Form. PEPM means per employee per month. For purposes of this Order Form, and the calculation of Fees, "employee" may include a former employee,retiree or individual who waives coverage depending on the Accolade Service type. Service Year means a contract year running from the launch date for the Customer for twelve consecutive months and each twelve month period thereafter. Utilization means the total number of visits or consults in a Service Year divided by average monthly eligible employees during the Service Year. Utilization will be annualized for periods less than twelve(12)months. ln,Oicing and PaymentTernfs Implementation and Invoiced upon signing of the MSA and/or Order Form and payable within ten(10)business days.Implementation Fee Marketing Collateral and Marketing Collateral Fees are non-recoverable for any reason,Including early termination of the MSA or this Order Fees: Form. Aggregate PEPM Rate; Aggregate PEPM Rate=$20.50 PEPM Minimum Services Fee(if Minimum Services Fee=$_10,000 per quarter applicable): Services Fee and • Payment: Payment Due 30 Days from Receipt of Invoice The"Services Fee"will equal the greater of(1)the Minimum Services Fee,and(2)(a)the product of(1)the final Employee counts for applicable Service Month for each service level for Customer Employees,in each case not less than Customer Employee Minimum,and,(II)the Aggregate PEPM Rate(as defined in this Order Form)("Subscription Fees"),plus(b)the aggregate fees attributable to all Utilization-based Services in accordance with this Form,as applicable,incurred in such Service Month("Utilization Fees"). Customer will pay Accolade the Services Fee in accordance with the timeframes and calculation set forth herein. No later than thirty(30)days after the end of each Service Month,Accolade shall submit an invoice(each an`invoice")to Customer for payment of the Services Fee which shall be paid by Customer no later than thirty(30)days upon receipt. Subscription Fees will be prorated for a mid-month Launch,and Utilization Fees will be reflected in the invoice based upon actual Utilization during the subject Service Month. Fee True-Up: To the extent applicable,each Invoice will Include a"True-Up"component calculated to address any under-or over- payments for the Subscription Fees in the prior Invoice,as adjusted for actual headcounts,based on actual data. If an amount is owed by Customer for an under payment,such amounts will be added to the total balance to be paid as part of the Services Fee in such applicable invoice.Any amounts over-paid by Customer will be credited against the total balance to be paid in such applicable invoice. i Performance Guarantee , Any adjustments to be made to the Services Fees resulting from at-risk amounts for any Performance Guarantees Adjustments shall be calculated according to Appendix 2 of this Form and applied to the next Invoice following the measurement period applicable to such Performance Guarantee.The terms and conditions of Appendix 2 shall govern the timing and calculation of any reductions of the Services Fee.No reductions of the Services Fee resulting from the Performance Guarantees may cause the Services Fee to be less than the Minimum Services Fee on a quarter-by-quarter basis or as annualized, Customer agrees that any performance guarantees and associated fees at-risk may not be payable or creditable if Customer opts out of or does not support such Participant Communications in accordance with Section 1.8.1 of the MSA and as set forth in the requirements of Appendix 2 to this Form. Final Accounting: Upon termination or expiration of this MSA 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.Termination for any reason shall not relieve Customer of the obligation to pay any Fees accrued or due and payable to Accolade prior to the effective date of termination. 2023-07-21 13 ® Accolade Invoicing,Payment Invoices will set forth on an itemized basis the amounts due and how such amounts are calculated based on the Generally: Employee count,PEPM Rates,and Utilization-based rates..Payments will be made in United States dollars,will be non-cancelable and,non-refundable except to the extent reasonably disputed In accordance with SeCIIon 3,2 Fee Disputes)of the MSA,'and will be made by Wire transfer or ACH payment using banking details fa be provide byeach Party:No amount Invoiced by Accolade may be disputed or recovered by Customer more than ninety(90)days.]. following the date of the subject Invoice Including,without limitation,any True-Ups.If Customer uses a third party bill paying service,any fees,bornmissions or other costs of using that service Will be paid by Customer,not Accolade.If Customer is more than thirty(30)days past due on payment of Fees(except with respect to reasonable and good faith disputes),then Iri addition to any other rights and remedies Accolade may have,Accolade reserves the right to suspend the Service upon ten.(10)business day written notice,withoutliability to Customer;until such amounts are paid In full.... . . .. 2023-07-21 14 Accolade Appendix 1 to Order Form Service Description Guide Addendum 2023-07-21 15 ArtAccolade PERSONALIZED HEALTHCARE Service Description Guide: Accolade' s Plus Package July 2023 * Accolade miff PERSONALIZED HEALTHCARE TABLE OF CONTENTS ROLES AND RESPONSIBILITIES MATRIX KEY 5 ACCOLADE TOTAL HEALTH AND BENEFITS 6 MEMBER ENGAGEMENT SERVICES 6 MEMBER ENGAGEMENT SERVICES—MEDICAL AND BEHAVIORAL HEALTH 10 MEMBER ENGAGEMENT SERVICES-PHARMACY 16 MEMBER ENGAGEMENT SERVICES—OTHER BENEFITS 19 CLINICAL GUIDANCE 21 CARE MANAGEMENT 23 CASE MANAGEMENT: COMPLEX, SPECIALTY AND BEHAVIORAL HEALTH 25 PROVIDER CAPABILITIES: PROVIDER SERVICES AND UTILIZATION MANAGEMENT 26 MEMBER COMMUNICATIONS 29 TECHNOLOGY PLATFORM 31 OPERATIONS 34 REPORTING 36 ACCOLADE CARE 39 ACCOLADE EXPERT MD 44 ECOSYSTEM PARTNERS (when purchased) 48 PRE-LAUNCH OPEN ENROLLMENT 50 SOFT LAUNCH OF TOTAL HEALTH AND BENEFITS SERVICES(if applicable) 52 ACCOLADE ASSIST(when purchased) 54 STOP LOSS REPORTING (when purchased) 55 CUSTOM REPORTING (when purchased) 55 SERVICE INTEGRATION AND IMPLEMENTATION 56 SERVICE INTEGRATION 56 IMPLEMENTATION 57 CUSTOMER ROLE IN ACCOLADE SERVICES 58 Service Description Guide:Accolade Plus Solution Package—Revision Date,7/26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserled. 2023 Accolade,Inc. Page j2 xr. .4.16° Accolade PERSONALIZED HEALTHCARE Accolade's Plus Package As part of the Services you selected in accordance with the elections made in a mutually executed Services Commitment Order Form, you have elected to receive Accolade's Plus Package offering and may have elected one or more Optional Services. This Service Description Guide ("SDG") describes the core services and or Optional 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 Order Form to the agreement between Accolade and Customer(the"MSA" 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 Order Form. You may be receiving the Accolade Total Health and Benefits solution offering as a component of the Plus package alongside other Accolade solutions such as Accolade Care, Accolade Expert MD, or as a standalone solution. Accolade will provide the services elected by Customer in the executed Order Form. Descriptions of unselected service types shall not be part of the Services and shall be for informational purposes only. 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), True Health Dashboard(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 may 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 may modify the Service descriptions contained in this SDG. New Service features generally made available for purchase may be purchased pursuant to a mutually executed Change Order or written amendment to the applicable Services Commitment Order Form or a standalone order form or statement of work. You agree that any such future innovations, features or 'Accolade and its affiliates("Accolade")provide an independent resource to support you in understanding your benefits,accessing and using the healthcare system,receiving information from expert medical resources,and facilitating your access to medical care from various healthcare professionals,including telemedicine services.Accolade does not practice medicine or provide patient care and is independent from such healthcare professionals,including telemedicine services.Telemedicine services accessed via Accolade, including under the PlushCare brand,are provided by independent medical practices to which Accolade provides various platform and related services.Expert medical consultation services,which allow a Member to discuss health questions and to obtain general health information from independent medical specialists do not constitute medical advice,diagnosis,or treatment,and are intended for general information purposes.Accolade provides the technology and support to facilitate the expert medical consultation. Service Description Guide Accolade Plus Solution Package. Revision Date 7/26/2023 Confidential Information of/Accolade Inc Accolade Health Assistant®is a registered trademark of Accolade Inc.All rights reserved ©2023 Accolade Inc. Page 13 4,4A Accolade PERSONALIZED HEALTHCARE enhancements are not currently available, may not become available, and have not been promised to you. You further agree that your decision to purchase the Services is not based on any promise of such future innovation, features or enhancements to the Services. 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 MSA. This Service Description Guide (SDG)is designed to set forth the services Accolade provides as part of the Accolade Plus Package,including the Accolade Total Health and Benefits Solution, and services not described in this SDG are not included in the Service. Customer may request from time to time, and Accolade may agree, to provide additional or custom services, for which additional compensation and/or reimbursement will apply. Any additional services requested by Customer will be billed at Accolade's standard rates at the time of the request, as may be set forth in the then-current Accolade Price Book. The Accolade Price Book is subject to change at any time at Accolade's sole discretion. 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. Service Descnption Guide:Accolade Plus Solution Package-Revision Date 7/26/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc.All rights reserved. 1)2023 Accolade.Inc. P_ Page 14 4 . Accolade Afgf PERSONALIZED HEALTHCARE ROLES AND RESPONSIBILITIES MATRIX KEY Role and Responsibilities Matrix Key: The Roles and Responsibilities Matrix below details Accolade's obligations in performing the Services and the Customer and Third Party Vendor responsibilities. The letters in the Roles and Responsibilities Matrix represent the following parties: • A= Accolade • EP = Ecosystem Partner • BA = Benefits Administrator • P = Pharmacy Benefit Manager ("PBM") • BP. = Behavioral i iealth Vendor • TCP =Trusted Clinical Partner • C/T = Medical Carrier or Third Party • V =Vendor Administrator("TPA") • E = Employer Service Description Guide Accolade Plus Solution Package-Revision Date.7i26:2023 Confidential information of Accolade.Inc. Accolade Health ASsistanS'is a registered trademark of Accolade Inc All rights reserved. if:,2023 Accolade Inc Page l`6 it 41k, Accolade 4011 PERSONALIZED HEALTHCARE ACCOLADE TOTAL HEALTH AND BENEFITS MEMBER ENGAGEMENT SERVICES Service Elements Party Section Description Accolade Other 1.0 Healthcare Advocacy Service 1.A Healthcare Advocacy Service A.1 Replaces incumbent advocacy vendor for Accolade eligible populations. A A.2 Provides advocacy services as further defined in this Roles and A Responsibilities Matrix. See specific sections for more detailed descriptions. A.3 Discontinues any current advocacy programs/services for the Accolade V eligible populations. A.4 Provides Accolade with insight and information related to incumbent E advocacy services and/or processes. A.5 Redirects appropriate Member calls to Accolade. EN 2.0 Information Regarding the Plans 2.A Plan Documents Customer will provide Plan Documents and Non-Plan Documents (e.g., A.1 Open Enrollment and New Hire Enrollment Guide, Program E/C Overviews/Brochures) to 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 such amendments require any changes to the Services, such A.2 amendments will be provided to Accolade no later than two weeks prior to E/C/T 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 A.3 such amendments; provided the applicable amendments are timely provided A to 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. 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 A.1 update demographic information and guidance on the process for alerting A the Customer or Customer's third party vendor, as appropriate, to eligibility discrepancies and disputes. A.2 Customer redirects employee/enrollee with healthcare related questions or E/BA/V support needs to Accolade. A.3 Retains employee support of payroll, payroll deductions, time away from E/BA work, employee performance, workplace grievances and related questions. A.4 Provides support in helping Members understand their health and benefit A plan options. Provides Members with accurate benefit plan information, including any A.5 A special plan design requirements. Se: Description Guia, ccolade Plus Solution-_ _ Confidential Information of Accolade,Inc Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights,esen;ed. ii 2023 Accolade Inc. Page 16 ti ? L APIAccolade A PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other A.6 Provides Accolade eligibility requirements (e.g., plan eligibility, coverage E/BA periods and enrollment requirements). Provides Accolade with a designated contact point when calling with or on A.7 behalf of Members. Provides Accolade with a designated contact point to E/BA refer employees/enrollees for non-Accolade supported questions and needs. 3.B Benefit Administration/Customer Portal and Application(s) Provides access to health and benefit information via self-service tools or B 1 through the Health Assistant supported environment, with secure messaging A through both 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. B.3 Retains responsibility of the Employer benefits web page portal. I E/BA B 4 integrates with Accolade in creating and maintaining SSO portal connectivity E/BA for their population. 3.0 Enrollment Vendor-Transaction Processing G.1 Educates Members on enrollment process and applicable plan election A options, based on eligibility data feeds. Loads Customer's population file and plan elections for Medical, Vision and C.2 Dental benefits into the Accolade platform. Note: Pharmacy and Behavioral A Health elections are based on the medical plan election. C.3 Retains Member election transaction processing. E/BA C.4 Provides Accolade with weekly eligibility file. E/BA C.5 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 A.1 process, enrollment provisions and requirements, surcharges, credits, A defaults, cost-sharing, networks and plan options. Provides guidance about tools and resources that are available to Members A.2 and how to access the tools and resources. A A.3 Promotes and educates Members on wellness programs, services and A incentives, 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, A.4 or dependent audit provisions for qualified dependent status. In the event of A an adverse outcome, Accolade will provide Members with information about the appeal process and direct the Members to the Carrier/TPA to initiate the I I appeal process. A.5 Provides Accolade with new hire materials and enrollment process details. E/BA A Retains responsibility for election transactions, comparison or decision E/BA support tool(s) and enrollment resources. 4.B Open Enrollment or Special Enrollment Periods Educates employees and Members about benefit plan options, benefit plan B 1 design changes, significant network changes, election timeframes, A enrollment provisions and requirements, surcharges, credits, defaults and cost sharing changes. Service Description Guide:Accolade Plus Solution Package—Recision Date .:2C;2023 Confidential Information of Accolade.Inc. Accolade Health Assistartd is a registered trademark of Accolade Inc Ail rights'esen:ed. 0 2023 Accolade.Inc Page 17 4. Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Provides guidance about tools and resources that are available to Members B.2 and how to access the tools and resources (e.g., plan comparison and A decision support tools). Supports provider network status verification based on the Member's B.3 medical plan selection and when necessary supports enrollee with provider A search/selection. B 4 Promotes and educates Members on wellness programs, services and A incentives, as well as other point solutions (e.g., telemedicine). B.5 Provides Members with education on the transition of care process. A Provides Accolade with detailed open enrollment materials and other B 6 information communicated to Members (e.g., messaging related to plan E/BA design changes, Carrier changes, costs), open enrollment guides, and rules logic for determining plan eligibility for enrollees (e.g., plan regionalization). B.7 Provides Accolade with enrollment process steps and provisions. E/BA When Accolade is providing Open Enrollment support and Employer is making a carrier change, provides Accolade with new carrier provider search E/C tool link. 4.0 Enrollment Requirements C.1 Educates employees and Members on any enrollment requirements, A surcharges, and premium credits. C 2 Provides Accolade with enrollment election requirements by population, E/BA surcharge 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 E/BA disputes. 4.D Premium—Employee Payroll Contributions D.1 Educates and provides Members guidance about tools and resources A available to 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 E/BA tools. D.4 Responsible for pay check deductions discrepancies and disputes. E/BA D.5 Provides Accolade with •oint of contact and resource for more information. E/BA 5.A Qualified Life Events A.1 Educates Members regarding qualified life events and the benefit election A change 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 E/BA any issues. 5.B ID Cards B 1 Provides Members support for medical, behavioral health, pharmacy, dental A and vision ID card requests and medical Member ID number questions. B.2 Educates Members about available ID card self-service capabilities. A B 3 Requests replacement medical or prescription ID cards on behalf of A Members via Carrier/TPA portal, email or phone, when necessary. Service Description Guide.Accolade Plus Solution Package—Revision Date 7/26/2023 Confidential Information of Accolade.Inc Accolade Health Assistant®is a registered trademark of Accolade Inc,All rights reserved. 2023 Accolade.Inc. Page '8 • Accolade aar F'ERSONALILED HEALTHCARE Service Elements • Pa Section Description Accolade Other /T/P/ B.4 Retains ID card fulfillment. • V Updates the Member Service number on the medical Member ID Card(s) C/T B.5 with Accolade's phone number and redirects calls (via Carrier Interactive Voice Response ("IVR"))to Accolade. B 6 Provides IVR and/or online capability to Accolade to order medical ID cards C/T on behalf of the Member. B 7 Provides IVR and/or PBM contact to Accolade to order pharmacy ID cards P L on behalf of the Member. B Provides Accolade with information and educates Accolade on the ID card C/T/P ' self-service options available to Members. B 9 Provides Accolade with a weekly Membership feed which includes medical C/T Member ID number and group number. B.10 Provides designated contact to Accolade for any issue resolution. C/T/P Service De, np"on Guide.Accolade Plus Solution Package Revision Date.7.2S/2023 Confidential Information of Accolade.Inc. Accolade Health Assistants is a registered trademark of Accolade.Inc All rights reseneed. 5,2023 Accolade Inc. Page 19 C. L:. L.. Accolade PERSONALIZED HEALTHCARE MEMBER ENGAGEMENT SERVICES - MEDICAL AND BEHAVIORAL HEALTH Service Elements Part Section , Description Accolade Other Y :enefit Coverage Me•ical and Behavioral Hea t 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 A coverage questions. Delivers real time deductible and out-of-pocket maximum accumulator information using the 270/271 EDI transaction data as made available by A.4 Member's Carrier. When such information is not available, Accolade guides A 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 ("SPDs"), Summary of Benefits and Coverage ("SBCs"), benefits booklets, and other employee medical and behavioral health benefit A.5 plan information at least two weeks prior to initial service launch implementation kickoff and two months prior to the start of subsequent annual open enrollment periods. A.6 Provides a designated point of contact to Accolade during implementation E/C/T and beyond for benefit intent clarification. Provides designated benefit resource(s) to Accolade during implementation C/T A.7 as well as on an ongoing basis (as needed) for benefit and clinical policy clarification and updates. Supplies Accolade with all benefit plan details used by the Carrier/TPA to C/T A.8 create the SPDs and configure adjudication systems (e.g., Carrier Installation Documents). A 9 Provides information on any Member year-to-date ("YTD") accumulator C/T values and 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 7.0 Carrier Processes 7.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 A.3 Retains ownership of process execution. C/T/P 8.0 Claims -Medical f 8.A Claim Adjudication and Adjustment Processing A.1 Retains claim processing function and notifications to Members and C/T providers. 8.B Claims Data Service Description Guide.Accolade Plus Solution Package—Revision Date 7,'26r2023 Confidential Information of Accolade Inc Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. 'TD 2023 Accolade.Inc. Page 110 Accolade PERSONALIZED HEAI(HDARE Service Elements Pa Section Description Accolade Other 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 B 1 financial information that is presented on a Member's EOB. This information C/T enables 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., i 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. 8.0 Claim Status and Claim Issue Resolution/Discrepancies Responds to and assists Members with claim status questions for claims incurred during the benefit plan year in effect at the time of the full Services launch and thereafter during the term of the Agreement. Will also support Members with claims status questions for claims incurred in year prior to Accolade full service launch if no carrier or TPA change, Accolade has claim C.1 data, and minimal plan design changes were made prior to Accolade launch. A C Accolade will not support prior year claims status questions if there is a carrier change implemented at the time of the full service launch. Previous Carrier is responsible for providing run out claims support questions for Members. C 2 Assists Members in resolving claims questions, issues, discrepancies and A understanding payment plan options. Facilitates me review of a claim discrepancy with the Carrier/TPA on behalf of the Member, as needed. Accolade will establish, in collaboration with the C.3 Carrier/TPA, an integration process for claim reprocessing (adjustment). A E Requires Carrier/TPA collaboration; Customer will support and direct I Carrier/TPA as necessary. C.4 Integrates with Accolade in support of claim issue resolution on behalf of the C/T Member. C.5 i Provides Accolade with claim system access when needed to review, C/T research, or initiate adjustment requests. C.6 Provides Accolade with designated point of contact(s) for escalated dispute C/T resolutions. C Receives and manages all requests to negotiate balance billing for medical C/T transport. 8.D I Submitting a Claim t I Educates Members about the claim submission process, in addition to D.1 guiding Members to forms and/or providing forms, as necessary, in the A event the 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 C/T of Benefit ("EOB") remittance) to Member and provider. Service Description Guide Accolade Plus Solution Package—Revision Date: 7'26/2023 Confidential Information of Accolade Inc. i. ' - Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserve A 2023 Accolade Inc. Page I, Li Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other D.3 Provides Accolade with process guidance for how to submit a claim and C/T where to get applicable forms. 8.E Explanation Of Benefits Requests Educates Members about any available self-service functions and will initiate E.1 A an 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 E.4 Updates the Member Service number on EOBs with Accolade's phone C/T number and redirects calls (via Carrier IVR)to Accolade. E.5 Provides capability (e.g., system access and/or via IVR)to Accolade to C/T initiate an EOB request on behalf of a Member. E.6 Provides Accolade with designated point(s) of contact for EOB requests as C/T needed. 8.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 connect the F.1 Member with the designated Carrier/TPA contact point to initiate such A appeal according to 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 behalf; however, Accolade Health Assistants will support Member understanding of the appeal process.) F.2 Educates Members about supporting documentation needed by the A Carrier/TPA from the treating provider(s). Upon request, and reflective of submission and appeal resolution F.3 timeframes, educates Members on whether an appeal has been received A and/or a determination has been made through direct system access, when provided, or via a designated contact. F.4 Retains appeal intake, determination and disposition notification, including C/T claims exception and balance billing decisions. F.5 Provides Accolade with appeal process information — 1st level, 2nd level and E/C/T external (as applicable). Provides Accolade with designated point of contact(s) for appeal status C/T F.6 questions and escalated dispute resolution, including a Member facing contact. _ 9.0 Find Care 9.A Find Care and Network Status Check Provide Members access to provider experience data within the Accolade A.1 Online and Accolade Mobile Find Care provider search feature, pending A approval from all in-scope health plans. A 2 Verifies the provider's network status based on the Member's medical plan A election. Conducts provider searches, including primary care, specialists, behavioral A.3 health services, hospitals, and ancillary services, such as durable medical A equipment, using Accolade's provider selection tool. Service Description Guide:Accolade Plus Solution Package—Revision Date:7/26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. e.)2023 Accolade.Inc. is Page '12 . y:, r:, , 1F Accolade iglAll' PERSONALIZED HEALTHCARE Service Elements Part Section i Description Accolade I Other Gathers member provider preferences and requirements (i.e., provider A.4 gender, language, location) and provides members with several options A which meet those requirements. Provides Member with several provider options, supports Member's A.5 readiness for the provider visit, and follows-up with Member to support A additional post-visit needs, when appropriate. A.6 Retains provider network management. C/T Provides Accolade provider directory data and applicable network C/T A.7 information regularly. A 8 Provides Accolade information regarding the network gap exception process ' C/T and a designated point of contact(s) for escalated dispute resolution. A 9 Provides Accolade information regarding the transition of care process and a C/T designated point of contact(s)for escalated dispute resolution. A.10 Provides Accolade a designated point of contact(s)for complex provider C/T searches. C/T A.11 Handles requests for single case agreements C/T A.12 Owns provider network gap exception decisions 9.B Preferred Network/Onsite Clinics/Centers of Excellence ("COE") Educates Members about any preferred networks, onsite clinics, COF options, COE vendor programs and requirements. H B 2 Assists Members by finding and accessing preferred network/COE care A providers. B.3 Retains preferred or COE network management. C/T B Q Provides Accolade applicable directory or online look-up access, information CIT I and guides to preferred and COE networks. I B 5 I Provides Accolade a designated point of contact(s)for preferred networks E/CIT and COEs. B.6 Provides Accolade information on Employer managed preferred networks, E onsite clinics and/or COE. 9.0 Provider Experience C.1 Accolade Health Assistants utilize Accolade-proprietary tools to identify high- A experience providers at the specialty and sub-specialty level. Provide Members access to experience data within Accolade Online and C.2 Accolade Mobile Provider Search feature, pending approval from all in- A scope health plans. 9.D Cost Transparency Supports Member questions regarding the cost of healthcare services with a n.1 combination of detailed benefits and coverage information plus Accolade lades I i, internal Cost Estimate tool for estimating the costs of healthcare services. Provides Accolade and/or selected vendor partner with provider network and D'2 270/271 transaction access for inclusion in Accolade's Find Care tool. C/T 9.E Appointment Scheduling E.1 Assists Members in scheduling their provider office visits associated with A finding new providers or when Members have barriers to seeking care. Service Descnotion Guide.Accolade Plus Solution Package—Revision Date 7;26,2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. 2023 Accolade,Inc. Page 113 4Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Appointment scheduling support may be requested by Members via E.2 telephone or via messaging. Details on the scheduled appointment will be A shared with the Member via messaging. Note: Accolade is not responsible for fees payable by Member if the Member E.3 fails to adhere to a scheduled appointment or arrives late. Some providers E ma not acce t scheduen• re•uests from Accolade. 10.0 ' PROVIDER ENG GEMENT'AND"COORDINATION '` I 10.A Provider Engagement and Coordination Engages providers and their office staff in supporting Members with administrative needs, including: • Network status verification and appointment availability A.1 • Billing/claims clarification and issue resolution A • Understanding payment plan options • Prior Authorization status Provides Members with benefits coordination. Provides Members with care A.2 coordination support via Accolade Case Management Services and for A Members with inpatient admissions and discharges. Provides a Member's provider, when appropriate, with any contextual A.3 insights of which provider may not be aware (e.g., logistical, financial, A emotional barriers). Redirects provider calls that are not in the scope of Services to the A.4 Carrier/TPA's provider services team. A , A.5 Continue to engage providers as defined by Carrier's policies and C procedures. 11.0 Medical and Pharmacy Plans Pre-Determination, Pre-Certification and Prior Authorization 11.A Pre-Determination A.1 Educates Members regarding any applicable Carrier pre-determination A options and assists the Member in navigating the process. 11.B Pre-Certification/Prior Authorization B 1 Educates Members on any benefit coverage provisions and the associated A processes for pre-certification and/or prior authorization requirements. B 2 When a pre-certification/prior-authorization is denied, educates Members A regarding any alternative options to discuss with their treating provider. 11.0 Pre-Certification/Prior Authorization Appeals Educates and provides process guidance to Members regarding the C.1 Carrier/TPA or PBM appeal process including written and/or verbal (phone) A appeal initiation. C 2 Educates Members regarding supporting documentation that may be A required by the Carrier/TPA or PBM from the treating provider(s). C.3 Educates Members on appeal timelines and how to obtain appeal status. A Educates Members regarding their benefit coverage and network, as well as C.4 supports Member in sourcing alternative options or logistics resources. A Service Description Guide Accolade Plus Solution Package—Revision Dare 7/26/2023 Confidential Information of Accolade,Inc. Accolade Health.Assistant7,is a registered trademark of Accolade.Inc.Ail rights reserved. c©2023 Accolade,Inc. Page I14 fi Accolade AirPERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Carrier Responsibility for Pre-Determination, Pre-Certification, Prior D Authorization and Appeals 11. (When Not Purchasing Accolade Provider Services & Utilization Management) Retains intake, review, determination and outcome communication for all D.1 requests, including alternate treatment plan exceptions and international C/BH/P care. D 2 Provides Pre-Determination, Pre-Certification, Prior Authorization and C/BH/P Appeal process information and criteria to Accolade. Provides daily utilization management data feed and system access to C/BH D.3 Accolade. (Note: Not applicable if Accolade provides full suite of utilization management services) D.4 Provides Accolade with a point of contact for any escalated Member issues. C/BH/P Service Description Guide:Accolade Plus Solution Package—Revision Date-7 2hj2623 Confidential Information of Accolade.Inc. Accolade Health Assistant®)is a registered trademark of Accolade.Inc.All rights reserved. 2023 Accolade.Inc. Page i15 Accolade driflA PERSONALIZED HEALTHCARE MEMBER ENGAGEMENT SERVICES - PHARMACY Service Elements Party Section Description Accolade ! Other 12.0 Benefit Coverage—Pharmacy _ _ 12.A Pharmacy Benefit Questions &Accumulator Maximums A.1 Supports Members with prescription medication benefit coverage questions. A P When Rx is carved-in, delivers accurate deductible and out-of-pocket maximum accumulator information using 270/271 transaction data as made A.2 available by Customer's Carrier via a data feed or system access. When A C/T such information is not available, Accolade educates the Member on where to obtain accumulator information. A.3 Supplies Accolade with all benefit plan details including SPDs, SBCs, and E/P other prescription medication benefit plan information. A.4 Provides a designated benefit resource(s)to Accolade for benefit P clarification, both during implementation and thereafter. A.5 Retains point of sale Member Services function and exceptions processing P (travel, lost medications, etc.). Provides designated benefit resource(s)to Accolade for benefit and clinical A.6 P policy 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 P specific limits), Step Therapy, Specialty, Infertility, ACA, and any medications with special coverage rules. A.9 Provides regular formulary updates on a quarterly basis. P A.10 Provides information on any Member YTD accumulator and process C/T guidance for leveraging available self-service tools. Provides read-only pharmacy claims system access for Accolade's A.11 Pharmacy Team to assist with Member claims processing questions, P including medication look-up tools. A.12 Provides pharmacy locator link and plan specific look-up tool. P 13.0 Claims—Pharmacy Benefit Manager 13.A Claim Adjudication and Adjustment Processing j Retains claim processing function and notification of claim disposition to A.1 P Members. Continues to offer Member Services support. 13.B Prescription Medication (Rx) Data I B.1 Provides daily processed claim data file feeds to Accolade. P 13.0 Claim Status and Claim Issue Resolution/Discrepancies Responds to Member inquiries about claim status questions, discrepancies, C.1 and issue resolution of pharmacy claims/medication tier and/or engages the A P PBM for assistance when necessary. C.2 Educates Members with resolution of pharmacy billing questions, issues and A P discrepancies. C.3 Educates Members about lower cost medication options, if and when A P applicable. C.4 Educates Members about their benefits coverage and network provisions. A P Service Description Guide.Accolade Plus Solution Package—Revision Date 7;26i202 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. ZS 2023 Accolade.Inc Page 118 is* Accolade PERSONALIZED HEALTHCARE I Service Elements Part Section Description Accolade Other Educates Members about any alternative benefit options or logistics C.5 I resources when a Member receives an adverse determination. A P I I C.6 Educates and supports Members through the claim discrepancy review A process with the PBM. C 7 Integrates with Accolade in support of claim issue resolution on behalf of the P Member. C 8 Provides Accolade Pharmacy Team with read-only claim system access for P deeper dive review research of claims. C 9 Provides Accolade with designated point of contact(s) for escalated dispute P resolution. 13.D Submitting a Claim Educates Members about the claim submission process and where to find D.1 forms. A P Educates Members about their benefit and network coverage, and provides D.2 alternative options or logistics resources (e.g., appeals process, payment A P plans). D.3 Retains claim receipt, processing, and disposition notifications. P Provides Accolade with process guidance for how to submit a claim and D.4 where to get applicable forms. 13.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, A P and 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 A P treating provider(s). Educates Members on whether appeal has been received and/or a E 3 I determination has been made through direct system access or via a I A I P I designated contact. I Educates Members about their benefits coverage and network, as well as E.4 supports Member in sourcing alternative options or logistics resources (e.g., A P external review). I E.5 Retains appeal intake, determination and disposition notification. P Provides Accolade with appeal process information — 1st level, 2nd level and E.6 external (as applicable). P E.7 Provides system access to Accolade to support Member prescription appeal P status questions. I I I Provides Accolade with designated point(s) of contact for appeal status 1 I E.8 questions or escalated dispute resolution, including a Member facing P contact. 14.0 1 Pharmacy Benefit Manager 14,A I tail lze _.�, 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. 14.B PBM Network Service Description Guide Accolade'Plus Solution Package—Revision Dare 726i2023 Contident,ai information of Accolade.Inc. Accolade Health,AssistanKill is a registered trademark of Accolade Inc Alt rights'eserred. 2023 Accolade.Inc. Page 117 ArtAccolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Assists Members with finding network pharmacies when provided access to B.1 the PBM's online lookup tool or other alternative means for the network A P pharmacy information. B.2 Retains network management. P Provides Accolade with online pharmacy lookup tool and applicable network B.3 information that should be used to appropriately conduct searches for P Members. 14.0 Point of Sale Services Responds to Members who call with a point of sale issue based on data C.1 A P available via PBM system access and/or by engaging PBM as necessary. C.2 Retains Member/pharmacist point of sale support issue resolution. P 14.D Prescription Medication Look Up D.1 Provides Members support specific to medication questions regarding A P benefit 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, P quantity limits, and prior authorization requirements. D.3 Provides Accolade with read-only system access to pharmacy tools. P 14.E Pharmacist Services E.1 Redirects pharmacist and pharmacy staff calls to the PBM when necessary. A E.2 Retains pharmacy and pharmacist support. P E.3 Provides integration point of contact to pharmacist support line. P 14.F PBM Role in Retail, Mail Order and Specialty Prescriptions F.1 Provides Accolade with retail, mail order and specialty pharmacy process P guidance 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 P resolution and escalations. Service Description Guide Accolade Plus Solution Package—Revision Date 7'26/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc.All rights reserved. t 2023 Accolade.Inc Page if. Ilk Accolade PERSONALIZED HEALTHCARE MEMBER ENGAGEMENT SERVICES - OTHER BENEFITS Service Elements I Party Section [ Description j Accolade I Other 15.0 Financial Accounts .y Health Savings Account(HSA)/ Health Reimbursement Account(HRA)/ 15.A Flexible Spending Account(FSA)/ Dependent Care Flexible Spending Accounts (DCFSA) Provides Member general education and process guidance about the A.1 spending 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. EN A.4 Provides general spending account information and vendor contact E information to Accolade. A.5 Manages Members spending account funds and supports Members with V spending account transaction activity questions or discrepancies. 16.0 Other Employee Ben 16.A Dental Educates Members with plan election options, answers basic benefit A.1 coverage questions, confirms enrollment, educates Members regarding A V eligibility rules, and answers questions about ID cards. A 2 Refers Members to the dental vendor for complex benefits questions, claims A questions and network/provider selection support. A.3 Provides vendor name and contact information and summary level dental E benefit information (summary of benefits)to Accolade. A 4 Retains Member support for complex benefits questions, claims questions v and network provider selection support. 16.B Vision Educates Members with plan election options, answers basic benefits B.1 coverage questions, confirms enrollment, educates Members regarding A V eligibility rules, and answers questions about ID cards. Refers Members to the vision vendor for complex benefits questions, claims B.2 questions and network/provider selection support. A B 3 Provides vendor name and contact information and summary level vision E benefits information (summary of benefits)to Accolade. B 4 Retains Member support for complex benefits questions, claims questions V and network/provider selection support. 16.0 Wellness Programs I Educates Members about the wellness program administrator and available wellness programs (e.g., tobacco cessation, weight management and other C.1 programs)or services through promotion and education. This includes both A Customer-sponsored and Carrier-sponsored health and wellness programs, services, and incentives. C.2 Provides detailed Employer-sponsored wellness program and vendor E/C/T contact information to Accolade. C.3 Provides a designated point of contact to Accolade for program clarification E/C/T questions. Service Description Guide Accolade Plus Solution Package-Reasion Date i'26/2•'; Confidential Information of Accolade.Inc. Accolade Health.AsaistantIt is a registered trademark of Accolade l+c.All-rtdts reser,e'. 2023 Accolade Inc. Page 19 ilk Accolade PERSONALIZED HEALTHCARE 1 Service Elements Part Section Description Accolade Other 16.D Leave of Absence (LOA)/Disability/Workers Compensation D.1 Educates Members about LOA/Disability processes and refers employee to A the appropriate contact and/or vendor(s) resource(s). D.2 Supports employee Members with their healthcare questions or concerns A and will 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. D.4 Retains employee support and program management. V 16.E Third Party Clinical Vendor Solutions Educates, guides, and refers Members to third party clinical vendor solutions E.1 (e.g., diabetes, family forming, MSK/virtual physical therapy, etc.), as A appropriate. E.2 Provides Accolade with program information and referral contact points. CN 16.F Other Benefits Educates Members in understanding and navigating additional benefits and programs available through the Customer, including but not limited to F.1 Employee Assistance Program ("EAP"), health and wellness programs, A voluntary benefits, and discount programs, to optimize utilization and promote the value of available programs and services. Provides Accolade detailed information about available benefit programs, F.2 E along with vendor contact information. F.3 Retains program management and employee/enrollee support. V • Service Description Guide Accolade Plus Solution Package-Revision Date.7%26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. 0 2023 Accolade.Inc. Page I!0 Accolade 1111* PERSONALIZED HEALTHCARE CLINICAL GUIDANCE Service Elements Party Section , Description , Accolade i Other ..0 are Guidance , 17.A Care Navigation and Conditions Care Provide support to members who seek assistance for: • Symptom triage • Condition navigation A.1 • Wellness & Prevention A • LGTBQIA+ support • Fertility &family forming ' Provide support to low or moderate-risk members who seek assistance due to an acute or chronic physical health or mental health condition. Provide A.2 whole-person care, addressing physical, behavioral, social and emotional A needs A.3 Evaluate members needs leading to a personalized plan of care A Work with member to create early implementation of self-management A.4 support and care coordination interventions A Address barriers to care, including those related to social determinants of A.5 health A Ensure members have the knowledge and resources to follow their provider- A.6 led treatment plan A Educate members and help them access eligible clinical benefit programs aligned with their specific needs. Eligible clinical benefit programs include, but are not limited to: • Carrier care management programs. For example: Case A.7 Management, Disease Management, Maternity Management A • Clinical point solutions • Wellness programs After Accolade's normal operating hours, Accolade's after-hours nurse line service will receive calls to support symptom assessment, and Accolade will A.8 follow-up accordingly. Accolade's internal and third-party nurse lines A together will provide Members with coverage 24 hours a day, seven days a week. A.9 l Turns off nurse line. C/V 18.0 I Clinical Guidance:Wellness Programs •• 18.A On-Site Clinics A.1 Educates and refers, where appropriate, Members to available on-site clinics A based on the Member's care needs. A.2 Provides on-site clinic locations, hours and contact points to Accolade. E 18.B Health Risk Assessment B.1 If applicable, educates Members to complete a Health Risk Assessment. A B.2 Retains Health Risk Assessment administration. C/V Service Description Guide Accolade Plus Solution Package—Revision Date.7:26r2023 Confidential Information of Accolade Inc v Accolade Health Assistant®is a registered trademark of Accolade Inc All rights reserved. 2023 Accolade.Inc. Page 121 3 A.IlkAccolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Provides Accolade with information on how Members can access the Health B.3 E Risk Assessment. _ 18.0 Tobacco Cessation, Weight Management and Other Wellness Programs Educates Members about the value of the program and understanding the C.1 A options within the available wellness programs. Provides Accolade with information on the available wellness programs and C.2 E ways for Members to access/enroll in the programs. C.3 Retains administration of tobacco cessation, weight management or other ON wellness programs. C.4 Provides Accolade with program information and referral contact points. C/V 18.D Biometric Screenings Educates Members on value of biometric screenings, prepares and refers to D.1 A available biometric screenings resources. D.2 Retains biometric screening services. ON D.3 Provides program description and contact information. C/V Service Description Guide:Accolade Plus Solution Package—Revision Dale-726/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights resen.ed. 0 2023 Accolade.Inc. Page m ilk Accolade PERSONALIZED HEALTHCARE CARE MANAGEMENT Service Elements I Party Section Description J Accolade Other 19.0 Clinical Programs 19.A Transitions of Care— High Risk Identifies appropriate Members for the Transitions of Care— High Risk clinical program using Accolade's risk stratification. Assesses Members who A.1 are at high risk of a readmission within 30 days of discharge from an acute A inpatient setting, develops collaborative care plans, conducts medication reconciliation, and engages with providers to ensure providers are apprised of Member goals, status and to provide care coordination. Assists Members post-discharge by ensuring the Member understands the recovery process and discharge instructions, assisting as necessary with A.2 scheduling follow-up appointments, promoting medication adherence and A 23 identifying and addressing potential barriers that prevent the Member from accessing care or adhering to their provider-recommended treatment plan. A.3 Conducts medication review and/or Medical Director consults, as A appropriate. A.4 Turns off pre/post-discharge support. C/V Provides daily utilization management data feed to Accolade to support post-discharge process. If available, provides Admissions, Discharges, and A 5 Transfers (ADT)feel on a daily bask to prevent in C/V/ �• i � r�.,..,��,delay discharge notification (Note: Not applicable if Accolade provides full suite of utilization management services.) 19.B Rising Risk Identifies appropriate Members for the Rising Risk clinical program using Accolade's risk stratification. Assesses Members, conducts medication B.1 Ieuui l IIIQlIV11, Develop troll borative care plans, and engages with A providers to ensure providers are apprised of Member goals, status and to provide care coordination. Provides self-management support and assists Members in the I I development and implementation of a self-management plan. Assists B 2 Members in obtaining care from a quality provider, promoting medication A adherence, and identifying and addressing potential barriers that prevent the Member from accessing care or adhering to their provider-recommended treatment plan. Educates and provides Members who are in the process of making care decisions with evidence-based medical information and the positives and negatives of specific treatments or diagnostic test options. B.3 A Tailors the conversation to each Member in order to best understand and support the Member's goals, values and preferences and provides care options based on this understanding. _ B 4 Conducts medication review and/or Medical Director consults, as A appropriate. B.5 Turns off clinical programs C/V 19.0 Disease Management/Chronic Condition Support Service Descripiion Guide Accolade Plus Solut on Package-Revision Date Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade fnc.All rights,eserue. i 2023 Accolade.Inc. Pane 23 UouuolyII C IIVCIVI.JC IV.VOOI UI)I O-I GL,C-4L4O-00I LJ-4 I GJ0r r"OLGVO A* Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Identifies, assesses, and develops collaborative care plans with Members C.1 with new chronic diagnosis or existing chronic condition(s) with gaps in care A or any identified areas of opportunity in order to improve lifestyle, self- management, clinical outcomes, quality, and cost-effectiveness of care. C.2 Assists Members by helping to remove barriers to care. A Provides Members with personalized and whole-person support (e.g. social C.3 and financial determinants)that uses an integrated medical and behavioral A health care management model. C.4 Turns off Disease Management programs. ON C.5 Provides transition report to Accolade prior to launch to include all Members C/V who are currently being supported. Provides daily utilization management data feed to Accolade to support CN C.6 disease and chronic condition management. (Note: Not applicable if Accolade provides full suite of utilization management services.) C.7 Provides Accolade with a designated clinical point of contact. CN 19.D Maternity Support Supports women preconception, during and after pregnancy with focus on assessing, identifying and managing any pregnancy risks to ensure the best D.1 outcomes for both mother and baby. Accolade supports all pregnant A Members, including those that are low risk and high risk. Educates Members on available maternity incentives, as appropriate. D 2 Assists Members in understanding infertility treatment options, medical and A pharmacy benefits and accessing any appropriate COE. D.3 Provides NICU education and support prior to NICU need and post- A discharge (when applicable). D.4 Turns off Maternity Management program. ON Provides transition report to Accolade prior to launch to include all Members ON who are currently being supported. (Note: Accolade will take over support of D.5 Members enrolled in the Carrier's maternity management program who are in their 1st or 2nd trimester at the time of Accolade launch. The Carrier will continue to support Members in their 3rd trimester.) Provides daily utilization management data feed to Accolade to support ON D.6 Maternity Management. (Note: Not applicable if Accolade provides full suite of utilization management services.) D.7 Provides Accolade with a designated clinical point of contact. ON Service Description Guide.Accolade Plus Solution Package—Revision Date 7/26/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. CO 2023 Accolade.Inc. Page 124 ,► Accolade PERSONALIZED HEALTHCARE CASE MANAGEMENT: COMPLEX, SPECIAL I Y AND BEHAVIORAL HEALTH (when purchased) Service Elements Party Section Description Accolade Other 20.A Complex Case Management (Inclusive of Behavioral Health) Identifies appropriate Members for complex or catastrophic case management using Accolade's risk stratification. Assesses Members, A.1 develops collaborative care plans to assist Members in reaching their A healthcare goals, conducts medication reconciliation, assists with care coordination, and engages with providers to ensure providers are apprised of Member goals, status and to provide care coordination. Educates Members and caregivers about condition and care/treatment A.2 options. Helps prepare Members and caregivers for any upcoming care, test A and/or procedures and supports the Member and their family. A.3 Conducts medication review and/or Medical Director consults, as A appropriate. A.4 Turns off Complex Case /Catastrophic Case Management. C/V 20.B Specialty Case Management(Oncology, NICU, Transplant) Identifies appropriate Members for specialty case management using Accolade's risk stratification. Assesses Members, conducts medication B 1 reconciliation, develops collaborative care plans to assist Members in A reaching their healthcare goals, assists with care coordination, and engages with providers to ensure providers are apprised of Member goals, status and to provide care coordination. Educates Members and caregivers about condition, care/treatment options, B.2 helps prepare Members and caregivers for any upcoming care, test and/or A procedures and supports the Member and their family. B.3 Conducts medication review and/or Medical Director consults' s, as A appropriate. B.4 Certain Specialty Case Management programs will remain with the Carrier CA! when there are network or program constraints. 20.0 Carrier/TPA Responsibilities for All Case Management Services C.1 Turns off Case Management program(s). C/V Provides transition report to Accolade prior to launch to include all Members C/V C.2 who are being supported by Carrier or vendor and participate in case management transition meeting. C.3 Carrier(s) to provide access to National Centers of Excellence directory to C/V Accolade in support of Specialty Case Management program. Provides daily utilization management and weekly claims data feeds. (Note: C/V C.4 Not applicable if Accolade provides full suite of utilization management services.) Provides access to Carrier's clinical patient management system in order to C/V C.5 support Complex Case Management, including access to: Facility Documentation (Clinical Notes, Discharge Summary, History and Physical Examination, Hospital Face Sheet, Provider List, Concurrent Review Notes). C•F ( Provides Accolade with a point of Contact. I I C/V Service Oescnpiion Guide:Accolade Plus Solution Package—Revision Date.7'2b'2023 Confidential Information of Accolade,inc. Accolade Health Assistant;is a registered trademark of Accolade.Inc All rights'eserve'i 4?t 2023 Accolade Inc Page 25 APAAccolade . PERSONALIZED HEALTHCARE PROVIDER CAPABILITIES: PROVIDER SERVICES AND UTILIZATION MANAGEMENT (when purchased) Service Elements Part Section Description Accolade Other 21.0 Provider Capabilities 21.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. Actual integration may differ based on the A.1 A requirements of the respective TPA/carrier. A summary of the provider services Service Description Guide detailing the integration specific to your selected carriers/TPAs is available upon request. _ 22.0 . Provider Services (Medical and Behavioral Health) 22.A Verification of Benefits: Eligibility and Benefits A.1 Supports electronic verification of eligibility and benefits for providers that A are not resolved via the carrier's/TPA's existing provider portal. Maintains the following administrative services: • Provider contracting A 2 • Networks C/T • Claims • Billing support for providers A.3 Redirects any provider calls not supported by Accolade to the appropriate A contacts at the carrier and/or TPA. A.4 Redirects to Accolade via IVR questions from providers regarding Member C/T coverage and eligibility. A.5 Authorizes Accolade to access 270/271 data to support Verification of E/C/T Benefits. A.6 Provides designated contact to Accolade for resolving any Provider eligibility C/T verification issues. 22.B Verification of Benefits: Referrals Supports electronic verification of required referrals for providers that are not B.1 resolved via the carrier's/TPA's provider portal, when supported by A carrier/TPA. B.2 Provides designated contact to Accolade for resolving any referral issues. C/T 22 C Predetermination Process (Detailed Coverage Evaluation and Medical Necessity Review) C.1 Educates providers on predetermination process, if carriers offer this A service. Refers providers to the carrier for submission of new predetermination C.2 A requests or status requests C.3 Support providers with predetermination C/T Retains intake, review, determination and outcome communication for all C.4 requests, including alternate treatment plan exceptions and international C/T care. 22.D Claims Submission D.1 Refers providers to existing portals/systems for information on provider A claims submission. 22.E Claims Status and Adjudication Service Description Guide Accolade Plus Solution Package-Revision Date:7-26/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc.All rights reserved. 7 2023 Accolade.Inc. Page 26 AA/ Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other E 1 • Refers providers to existing portals/systems for claim status and adjudication A BH information. E 2 Assists providers in resolving claims status questions, issues, and C/T discrepancies. 22.F Claims Payment and Remittance F.1 Refers providers to existing portals/systems for information on claim A payment and remittance. F.2 Assists providers in resolving claims payment and remittance questions, C/T issues, and discrepancies. 22.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 G.1 such appeal according to 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 A Carrier/TPA II UIII 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, A or via a designated contact. G.4 Retains appeal intake, determination and disposition notification, including C/T claims exceptions and balance billing decisions. G.5 Provides designated contact to Accolade for resolving any Provider claims C/T review and appeal issues. 22.H Refund Management H.1 I Refers providers to appropriate contact at carrier and/or TPA for support I o I I I with refund management questions. 1 1 H.2 Provides contact information to Accolade for where to direct Provider refund C/T • management inquiries. 22.1 Fee Schedule 1.1 Refers providers to appropriate contact at carrier and/or TPA for support A with fee schedule questions. 12 Provides contact information to Accolade for where to direct Providers C/T regarding fee schedule inquiries. 23.0 r Utilization Management 23.A Utilization Management (UM) A.1 Repiaces Medical and Behavioral Health UM function for Customers electing UM services where the Carrier/TPA will relinquish the UM function. A n UM for Behavioral Health services carved out of the in-scope medical I BH plan(s)will be provided by Behavioral Health vendor. A.3 Collaborates on required precertification lists for inpatient and outpatient A E UM. Service Description Guide Accolade Plus Solution Package-Revision Date-.7i2672023 Confidential Information of Accolade.Inc_ AccoladeHealth Assistant i is a registered trademark of Accolade.Inc All rights'eserved. ©2023 Accolade.Inc P a a P. '27 uuuuolyri C iiveiupe iv. ODD!ro I D-/Ll.i C-'L4+D-00r v-'s ICJV r r OLCVD a* Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other 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 A.4 A in the Plan documents or complaints or appeals will be escalated to the Plan's named 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. When UM determination is denied by Accolade, Accolade will educate and A.5 A support the provider in the defined appeal process. Customer agrees to Accolade's current standard pre-certification list unless A.6 Customer notifies Accolade of the need to review for custom pre-certification E requirements at contract signing. A.7 Turns off UM function, not including international pre-certification. C/T 24.0 Medical Transport 24.A Medical Evacuation/Air Transport A.1 Provides medical evacuation support 24 hours a day, 7 days a week for A Members who require evacuation services, either domestic or international. Clinical care coordinators will verify benefits and eligibility coverage, identify A.2 the destination facility, select and coordinate with the air ambulance carrier, A and negotiate with non-participating providers to minimize claims cost. Matches Member's need and condition to the best method of transport, e.g., medical escort by commercial airline, air ambulance or medical transport. A.3 Offers Medical Escort to assist Members traveling within or to the U.S. for A non-critical care, Members who are stable enough to fly on a commercial flight, expedited transplants and repatriation A.4 Provides door-to-door service coordination and facilitation of pre-trip A preparations and ground transportation services. Clinical care coordinators communicate throughout the transport with all A.5 parties involved and refer cases to Case Management after the Member has A safely arrived at the destination facility. A.6 Customer will pay for medical transport coordination rate based on an hourly E rate per the then current standard Accolade price book. A.7 Receives and manages all requests to negotiate balance billing for medical C/T transport. Service Desorption Guide:Accolade Plus Solution Package-Revision Date:7/26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. ©2023 Accolade.Inc. Page j2e v vl.0 Viyir Clivcrvpe iv.00D(Ft/ID-/41,.C-444D-°O/v-4 I CDO I r0ztu0 Ark Accolade PERSONALIZED HEALTHCARE MEMBER COMMUNICATIONS Service Elements I Part Section Description Accolade , Other 25.0 Member Communications _ 25.A Overview Accolade's Member engagement function drives engagement, A.1 communications effectiveness, and benefits optimization. The solution A capabilities include our integrated inbound/outbound contact model, multi- channel communications and advanced targeting. _ To identify and reach high-value Member population segments, Accolade A 2 uses available data such as eligibility, claims, utilization management, risk A scoring and other sources to execute intelligent, personalized programs on an ongoing basis. Provide Customer with the Employer Toolkit, a set of communications and A.3 digital assets to be adopted and implemented to introduce Accolade and A drive engagement throughout the year. A.4 Implement the Accolade Employer Toolkit in full. A C Customer will provide Accolade employee contact data to enable Accolade to do targeted outreach. This targeted outreach will enable Accolade to engage with high cost, high complexity Members as well as those Members A.5 who have been identified by Accolade's sophisticated stratification model as C needing care. Customer will provide contact information for minimally 90% of the employee prIpt tlatinn to inrluude: phony numher, email address, and home mailing address. 25.B Introduce Accolade Accolade provides multi-channel pre-launch and launch materials, which B 1 may include content integration planning and webinar, email materials, A worksite and other digital signage for Employer to communicate to . eemployees.1wy'ccS. The Marketing Collateral fee is a one-time fee that includes the printing and B.2 distribution cost of hard copy collateral as part of the initial launch of the A service. Our best-practice launch communications include the following: • Messaging guide to enable content integration in the Employer's communication channels • Worksite signage -digital displays (TV screens), posters B.3 • New Member welcome emails and mailer A • "Get to Know Accolade" Webinar • Ongoing conversations with the Frontline Care Team (Health Assistants and Nurses) 25.0 On oin Awareness and Outreach Accolade provides ongoing multi-channel awareness that may include C.1 emails, mobile messages, mailers, and Customer-executed digital displays. A Accolade does not sell any Member information to third parties or permit any 1 1 of its partners to engage in prohibited marketing to Members. 1 • Service Description Guide,Accolade Plus Solution Package-Revision Dare 7/26t2023 Confidential Information of Accolade,Inc Accolade Health Assistant®is a registered trademark of Accolade Inc. All rights reserver: 2023 Accolade.Inc Page 29 uocuolgn envelope IU.ODD I ru 1 D-/LI,C-4L4D-00/U-4 I COO I r-DLCUD ,Pia• Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Our best-practice ongoing communications include the following campaigns and channels: Campaigns: • New Member Welcome • General Awareness • Targeted programs based on Customer's Accolade solution(s) C.2 A Channels may include: • Content Integration in the Employer channels • Email • Home mailers • Frontline Care Team system alerts • Phone outreach • SMS/mobile messaging 25.D Customization/Associated Costs D.1 Outreach materials may feature your company logo or company name, A E Accolade phone number and other standard configurable values. D 2 Content customization is available for an additional fee. Accolade will A E provide a cost estimate for customization. Non-standard translation of written materials in languages other than English will incur additional fees. Accolade will provide a cost estimate for translation services. D.3 A E Standard campaign materials are available in Spanish at no additional charge. (Note: Modifications may be applied for the Spanish versions, including shortened digital text.) Customer requests for non-standard printing and fulfillment of home mailers D.4 will incur additional fees at Accolade's standard fees per the then-current A E price book. 25.E Requirements 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 E.1 email address, home phone numbers, mobile phone numbers, Member's E/BA SSN and employee ID 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. Accolade is authorized by the Customer to push approved communications E.2 to employee work and/or home email addresses up to twelve times per year A to increase engagement. Members who activate their accounts may receive additional communications. Member opt-out is available at any time. E.3 Member engagement levels will determine whether additional A communications are required. Proposed campaigns and content are to be approved by Customer within 10 business days or Accolade will deem them approved. Accolade is permitted E.4 A E 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. Service Description Guid Acccla-:.a Pi,.s 6cicron--acnage -Rev}S Da:v i zt,z,,,n Confidential Information of Accolade.Inc. Accolade Health Assistann is a registered trademark of Accolade,Inc.All rights reserved. ti 2023 Accolade.Inc tr Page 130 vun..uaiyii Gi ivCiupe hU. ODDIru IC"!ZL.C-4Z46-00/U-4 I COO/l'6LCU6 Accolade AI* PERSONALIZED HEALTHCARE TECHNOLOGY PLATFORM Service Elements I Pa Section „ , Description Accolade Other 26.0 Technology Platform 26.A Overview I I 1 Accolade's Member engagement and influence platform comprises Health Assistant and Member-facing capabilities, which are integrated to help A.1 Accolade understand all engagement and provide the Member with a A consistent experience 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. 26.B 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, rnnc1itinnc Alarfc Aryl gnalc B.1 Complete support of Member needs (claims, benefits, provider A • search, logistics and care); a comprehensive view of Member interactions • Fully integrated with telephony and messaging platforms • Integrated clinical assessments and care plans; clinical process workflow rkf_.. • 26.0 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. C.1 • Those pages provide overviews, detailed coverage/provisions, A Accolade 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 presented by InView and our Member-facing Accolade Mobile and Accolade Online. Service Descripron Guide Accolade Plus Solution Package-.Revision Date 7'26/2023 Confidential Information of Accolade Inc. Accolade Health Asslstan!®is a registered trademark of Accolade Inc All rights reserved. ©2023 Accolade.Inc Page 131 ✓VVVVIVI ILIIYGIVIJG IV. VU✓/I V IUr(GVLWYUrLVIV .t I LJVI I UGLVU ,A,46" Accolade PERSONALIZED HEALTHCARE Service Elements Pa Section Description Accolade Other 26.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 examples of models in use or in development D.1 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 26.E Benefits Center Accolade's "Benefits Center" provides a digital engagement experience for Members and benefits hub for the Customer's core benefit programs. Unless noted, key features are described below and are available on both Accolade Mobile and Accolade Online. 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 benefits vendors, point solutions, voluntary benefits and/or other benefits programs. Within each tile, a details page supports attachments, outbound links and E.2 may include SSO to one location within each vendor website. Tiles will A display to Members 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, E.3 Accolade Online and InView, ensuring that Accolade Health Assistants and A Members are able 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 A E rules will present the featured programs to the appropriate Members. Members can securely message with Accolade Health Assistants and E.5 A Clinical Health Assistants. Members can access their claims information and then click to share and/or E.6 ask a question to Health Assistant about a specific claim. A 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 $ A provider search tool and cost estimate tool are available to support A Members in finding medical providers. Informational pages describe services Accolade offers to Members and how E.9 A we can be of help (Accolade Online only). E.10 A Customer page is available which can be populated with Customer A supplied content (Accolade Online only). Service Desorption Gwne �,...lade Plus Solution P ck<g= -Revision Date 7/26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. 2023 Accolade.Inc. Page 132 v Vl.0 JrWI GIIVCIOIJC IV.ODD(ru I D-I LL,C-4L4D-OO/U-4 I COO I rbLCUD Accolade di* PERSONALIZED HEALTHCARE i Service Elements _ ( Part Section Description Accolade Other E.11 Members' benefits cards can be stored in Accolade Mobile for easy access. 1 A 1 Accolade and Customer will mutually agree upon number of Tiles and SSO 1 I integrations to be implemented for Launch. Final program details and portal 1 decisions are required 60 days before the launch date, or the tile and/or E.12 SSO launch may 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. New Tiles►Tiie 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 E.13 incur a standard fee subject to Accolade's then current price book. A E • Customer will provide a minimum of four(4)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: • Up to five (5) SSOs are included with Benefits Center as part of implementation. • All additional SSOs during or post-implementation will incur a standard fee subject to Accolade's then current price book. • Post-implementation, Customer will provide a minimum of eight (8) weeks advance notice for new SSO integrations post-launch. • Additional fees will apply at the then current price book rate if Customer requests that more than four(4) purchased SSOs are to E.14 be implemented in a single quarter. A EN • SSO available via SAML or OAuth industry standards for partner linkage via program tiles. • SSO capability and timing for completion of a typical SSO i 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. 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 E.15 Tile. Tile 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. I I I I I I Service Description Guide Accolade Plus Solution Packa. _, Confidential Information of Accolade.Inc. Accolade Health,Assistants is a registered trademark of Accolade Inc.All richts reserved. 7 2023 Accolade Inc. Page 133 Accolade PERSONALIZED HEALTHCARE OPERATIONS Service Elements ! Part Section Description Accolade Other 27.0 Operations 27.A Hours of Operation and Holidays Live support (telephonic and/or messaging) hours of operation are 8:00AM — 11:00PM Eastern Time, Monday through Friday, except the following: • Days when Accolade will close at 9:00PM Eastern Time which include the day before Thanksgiving, Christmas Eve and New Year's Eve • Holiday closures which include: New Year's Day, Martin Luther King Jr. Day, Memorial Day, Independence Day, Labor Day, A.1 Thanksgiving Day and the day after, and Christmas Day A Web portal and mobile hours of operation are 24 hours per day, 7 days per week, 365 days per year: however, mobile messaging will only be staffed by Accolade Front Line Care Team during Accolade's Hours of Operation. Nurse line services are available 24/7, 365 days per year to support after- hours clinical triage needs. 27.B Language Support The primary language of our Health Assistance Center is English. Spanish- B.1 speaking Accolade Health Assistants and Clinical Health Assistants assist A Spanish-speaking Members when possible via phone. For times when Spanish speaking Health Assistants or Clinical Health Assistants are not available or for other languages, Accolade uses a B.2 A telephonic interpretation service to communicate with Members in their preferred language. Additional fees apply when monthly utilization of the interpretive service B.3 exceeds 100 minutes/1,000 Member months at Accolade's standard fee per A the then-current price book. 27.0 Member Satisfaction Member satisfaction is measured quantitatively via our Member Satisfaction C.1 Surveys (CSAT) and Net Promoter Score (NPS) Surveys. CSAT and NPS A results are gathered via email, mobile and telephonic surveys and the results are published regularly to Customer. Email Survey: Accolade distributes a brief Member experience email survey C.2 to a randomly selected group of Members who have interacted with A Accolade digitally or telephonically within the last two weeks. Mobile Survey: Members are invited to complete the mobile satisfaction survey after sending at least five messages to and receiving five messages C.3 from their Accolade Health Assistant or Clinical Health Assistant. Surveys A are sent out daily and Members are only invited to complete one survey annually. Telephonic Survey: All Members are invited to complete a telephonic C.4 satisfaction, measuring CSAT and NPS, at the end of each phone A interaction with an Accolade Health Assistant or Clinical Health Assistant. Service Description Guide:Accolade Plus Solution Package--Revision Date 7/2612023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. 2023 Accolade Inc. Page 134 ilk Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Member satisfaction is also measured qualitatively via: • Regular call listening of Accolade Health Assistant and Clinical Health Assistant telephonic interactions. C.5 • Regular review of Accolade Health Assistant and Clinical Health A Assistant messaging exchanges with Members. • Accolade Health Assistant and Clinical Health Assistant feedback. • Escalations raised by the Member or Customer. 27.D Customer Support via our Customer Success Team D.1 The Customer Success Team works as the direct conduit between Accolade A E and Customer and is responsible for all Customer activities. The assigned Customer Success team will include a Customer Lead to D.2 serve as the relationship manager, a dedicated Support Manager to serve A E as the single point of contact for day-to-day management and support. The assigned Customer Success team will work closely with the Customer D.3 on key relationship aspects, including: executive sponsorship and A E governance, stakeholder management, operations management, performance reviews and escalations. D.4 The assigned Customer Success team will establish an oversight and A E governance cadence with appropriate levels of the Customer team. As Member dissatisfaction or escalations are identified, Accolade will resolve the issue raised in reasonable timeframes; if follow-up is required, D.5 Accolade will determine a reasonable and appropriate approach to follow-up A with the Member 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. Accolade's participation in onsite employee events, such as open D.6 enrollment. benefits or wellness fairs, will incur a fee based on Accolade's A I then current price book. Service Description Guide Accolade Plus Solution Package-Revision Date.7/26/2023 Confidential Information of Accolade Inc. Accolade Health Assistant"is a registered trademark of Accolade.Inc.AR rights reserved. 33 2023 Accolade.Inc Page ;35 a• It UUUUJIy1l C rIVCIUIJC IU. ODD I ru I D-/LL,C-4L4❑-OO I U-4 I COO/r'DLCUD 4,4k Accolade PERSONALIZED HEALTHCARE REPORTING Service Elements Part Section Description Accolade Other 28.0 Customer Insights and Reporting;, . " 28.A Overview Standard reporting for the aggregate in-scope population is included to A.1 inform Customer on medical trends, program usage, performance against A guarantees, clinical outcomes and economic outcomes. Standard reporting provided online via True Health Dashboard, 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 A.3 provided at a mutually agreed frequency. Costs for Customer specific A E reports will be defined in the Services Commitment Order Form or a mutually executed statement of work. A.4 Note: For compliance and data privacy purposes, all reports provided by A Accolade will be anonymized regardless of the source or utility. 28.B 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 B 1 than 3PM ET and for ten (10) business days thereafter. Daily launch A reporting via email will include: • Total Families Assisted • Number of Inbound Contacts by Channel (Phone, Messaging) • Number of Outbound Contacts by Channel (Phone, Messaging) Service Description Guide Accolade Plus Solution Package—Revision Date:7'26/2023 Confidential Information of Accolade:Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. t;2023 Accolade.Inc. Page in ....wvay, Ivvrvro Vuu/I U I U-I CV C-4G4o-00!U-4 I CDC/roLCua Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Accolade may also share highlights and suggested actions based on anecdotal obsBnratinnc anecdotal factors impacting volumes and anecdotal�, A B.2 Member feedback based oninitial Member Satisfaction (CSAT) responses verbally as deemed appropriate throughout the launch period and thereafter. 28.0 Weekly Launch Reporting 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 C. section of the chart below. Weekly launch reporting will include: A • 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 28.D Monthly Reporting For each calendar month after launch, Accolade shall provide QI.I,CJJ to reporting showing activity during such month via True Health Dashboard, 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 • Engagement: Topic Type (Coverage, Provider Search, Care, A 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) Service Description _ anon ,;,:::ge -Re;,a..;: ale: 7 Confidential Information of Accolade.Inc. Accolade Health Assistants is a registered trademark of Accolade.Inc.All rights reserved. 4v 2023 Accolade.Inc. Page 137 Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other 28.E Periodic Reporting 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: E.1 • Operational performance metrics provided in True Health A Dashboard as detailed above (in a quarterly format) • Performance Guarantees: Report showing the service level performance consistent with the agreed upon reporting timeframes • Engagement across spend bands • Savings and Return on Investment generated by Accolade \, Service Description Guide Accolade Plus Solution Package—Revision Date.726/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade inc.All rights reser/eft. 2023 Accolade.Inc. Page 138 Accolade PERSONALIZED HEALTHCARE ACCOLADE CARE Service Elements Responsible Pa Section Description Accolade I Other , 29.0 Accolade Care (Virtual Primary and Mental Health Care) 29.A Overview Accolade Care enables nationwide access to relationship-based primary care and mental health services. Accolade provides Members with preventive health, urgent care, chronic care, and integrated behavioral health. Members receive support from an integrated, multidisciplinary care A.1 team that coordinates with virtual practitioners before, after, and between A physician visits. Our care team engages with Members to facilitate symptom triage, treatment decision support, and post-visit follow up, including guiding Members to high-value, in-network specialists and preferred clinical programs based on the Employer's benefit offerings.. 29.B Identification/Outreach Leverages proprietary stratification models to identify appropriate Members built on geographic data, as well as any available claims data, and risk l3.1 stratification to establish in-platform alerts to identify and/or outreach to A Members who may benefit from Virtual Primary Care. 29.0 Virtual Primary Care Services C.1 Provides Members with 24/7/365 access to virtual primary care services. A Enables Members to schedule visits through our website and/or mobile C.2 application, or by calling a toll-free number and speaking with an Accolade A Care Team Member. Includes synchronous visits with a dedicated licensed board-certified physician, either through video or telephone, that may include: • Primary care visits, including preventive, diagnostic, and chronic condition management support • Condition-based clinical care treatment pathways • Specially care replacement visits C.3 • Urgent care visits including inappropriate emergency room visits A • Virtual physicals and consultations • Electronic laboratory orders • Referrals to in-person care • Referrals to Employer-specific clinical programs available through their benefits ecosystem • Prescription drug management and prescribing of non-DEA Service Description Guide Accolade Plus Solution Package—Revision Date.7 26;2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. ©2023 Accolade Inc. Page .39 ArtAccolade PERSONALIZED HEALTHCARE Service Elements Responsible Part Section Description Accolade Other scheduled medications for home delivery or fulfillment at preferred pharmacies' • Mental/behavioral health diagnosis, treatment and referrals • Closing gaps in care • Other medical services, as appropriate Includes unlimited asynchronous interactions via in-app messaging with individuals from Member's designated Care team, which may include C.4 A licensed physicians, licensed nurses, care coordinators, health coaches, behavioral health specialists, and other operations and support staff. Enables physicians to access information on and refer Members to specific C.5 clinical programs, preferred partners, and digital care programs provided by A Accolade, Employer, and/or carrier/TPA as specified by Employer. C.6 Follows up with Members to support closure of gaps in care. A C.7 Provides Accolade with all Employer or Carrier sponsored clinical program C/TP information and associated referral contact points. A 29.D Integrated Mental/Behavioral Health Services Provides Members with access to virtual mental/behavioral health therapy visits with licensed therapist in all 50 states. Includes synchronous visits with a dedicated, licensed therapist, either through video or telephone, that may include: • Mental/behavioral health diagnosis and treatment • Condition-based clinical care treatment pathways D.1 • Referrals (in-person care) A • Referrals (Employer/client-specific benefits ecosystem solutions) • Prescription drug management and prescribing of non-DEA scheduled medications for home delivery or fulfillment at preferred pharmacies (via primary care physician) 2 • Closing gaps in care Enables Members to schedule visits through our website and/or mobile D.2 application, or by calling a toll-free number and speaking with an Accolade A Care Team member. Includes physician access to psychiatrist for provider consults. D.3 (Note: Members will not have direct access to a psychiatrist through A Accolade Care. If psychiatric services are required, the physician will provide a referral.) Enables behavioral health providers to access information on and refer D.4 A Members to specific clinical programs, preferred partners, and digital care 2 It is understood by the Parties that Providers will not prescribe any Drug Enforcement Agency(DEA)controlled substances or narcotics and operate subject to applicable state regulations.Accolade is not required to guarantee that the Member will receive a prescription,and only Members who have completed the necessary steps to create the legally mandated doctor/patient relationship(as described herein)will be eligible to receive the primary care telemedicine services as part of the APH Service.Those steps include:(i) completing a comprehensive electronic health record(EHR),either online or by telephone with a designated Accolade representative;and(ii)agreeing to such Accolade Member Terms and Conditions confirming an understanding that the Provider is not obligated to accept the Member as a patient,and that the Member's participation may be cancelled at any time without recourse by the Member. er'ce Description Guide Accolade Plus Soluron Package—Revision Date'7/26/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant&is a registered trademark of Accolade.Inc.All rights reserved. kt>2023 Accolade Inc. f Page 40 i- f ts' -----.�.._...�._�.,............ ..... ......���-...-.,.....—..mow. u�wu �► Accolade 4111, PERSONALIZED HEALTHCARE Service Elements Responsible Pa Section Description Accolade Other programs provided by Accolade, Employer, and/or carrier/TPA. (e.g. EAP, MHIC• other mental health programs) ' 30.0 CARE TEAM 30.A Experience Based Provider Search Accolade's care team will use provider insights to support Members in provider search process to find high experience providers who meet the Member's clinical needs and personal preferences. Provider insights are based on 14+ billion primarily commercial claims and include: • Best match results based on experience A.1 • Sub-specialty/procedure experience A • Years of experience • Surgical complication rate • Length of stay • Readmission rates • Carrier quality measures (when available) 30.B Clinical Program Navigation Accolade's care team educates, guides, and refers Members to third party B 1 clinical vendor solutions provided by Accolade, Employer, and/or carrier/TPA A (ex. diabetes management, musculoskeletal) based on Employer-specific offerings. E B 2 Provides Accolade with ail Employer or Carrier sponsored ciinicai program C/TP information and associated referral contact points. A 30.0 Care Team Support Accolade's care team, available telephonically and/or via secure messaging, is available 24/7/365 to support Members with provider search, clinical program navigation, nurse line �7support,li rmptom Treatment decision support C; 1 "ppNN A and plays a key role in continuity of care for Members by ensuring key Accolade Care virtual providers have access to appropriate clinical data to make informed clinical recommendations. Conducts symptom assessment using an evidence-informed electronic C.2 decision support tool for Members presenting with medical and/or behavioral A health symptoms. Assists the Member in following through on PCP treatment C.3 recommendations, including medication management support, referral A support to specialist care and relevant Employer-sponsored clinical programs, and support for finding high value facilities for tests / procedures. C.4 Helps inform the PCP of available Member clinical programs and Member- A specific clinical information. _ C.5 Educates Members on care options assists with removing barriers to A receiving the proper level of care. C.6 Drives virtual primary care utilization by educating Members about the A appropriate usage based on the Member's needs. C.7 Assists Members with additional care needs post-service. A Service Description Guide Accolade Plus Solution Package—Revision Date 7 26!2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc.All rights reserved rc0 2023 Accolade Inc. Page -41 • y,. ilk Accolade PERSONALIZED HEALTHCARE Service Elements : - • • '• - . at Section Description Accolade Other 30.D Treatment Decision Support Care team educates and provides Members who are in the process of D.1 making care decisions with evidence-based medical information and the A positives and negatives of specific treatments or diagnostic test options. Tailors the conversation to each Member in order to best understand and D.2 support the Member's goals, values and preferences and provides care A options based on this understanding. Motivates, encourages and empowers Members to be actively engaged in D.3 care decisions with their provider(s) by arming them with knowledge and A questions. D.4 Supports Member's discussion with their provider, when appropriate, about A treatment options. D.5 Teaches Member evidenced-based self-management of chronic disease A principles, as applicable. 31.0 Customer Support and Operations 31.A Member Communications Accolade will initiate year-round general awareness and targeted A.1 communications, which may include email, secure messaging, direct mail, A webinars, and phone calls, to Members based on risk level to drive program engagement. 31.B Member Billing Accolade will charge the Member in advance of a PCP or mental health visit. B.1 Member cost will be based on Employer's selected copay, if applicable. A 31.0 Reporting Accolade will include (but not be limited to) the following reporting on a quarterly basis, provided to the client directly from Accolade's Account Management team: • Visits per month • Percent of visits for repeat users • Percent of Members requesting an appointment within two hours • Percent of visits for primary/chronic care • Percent of first-time users that select an Accolade Care physician as PCP C.1 A • Member satisfaction • Demographics of utilizers • Timing of when Members receive care (ex. weekday/weekend, hours) • Top diagnoses • Appointment outcomes: Orders or planned follow up (ex. Rx, labs, follow up, referral) • Clinical program referrals cr.ptiot.,_:.::. .�;.. :ue _ ,aution Packag. Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc All rights reserved. ®2023 Accolade Inc. Page I42 vvvuvsyn ivcivwc IV.V1;11;II rV I IT/GI,C-VGVO-001 LJ-V I COO I I-occuo ifik . Accolade PERSONALIZED HEALTHCARE Service Elements Responsible Part Section Description Accolade Other 31.D Language Support Accolade physicians speak English, Spanish, Mandarin, Cantonese, Dutch, 1 1 D.1 Farsi, French, Hindi, Malayalam, Punjabi, Tamil, Telugu, and Urdu. For other 1 languages, we engage interpreters to join visits at the Member's discretion. Service Description Guide Accolade Plus Solution Package--Revision Date-7,26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. tL 2023 Accolade.Inc. Page i43 AtiAccolade A. PERSONALIZED HEALTHCARE ACCOLADE EXPERT MD Service Elements Pa Section Description Accolade Other 32.0' Ex.ert MD 32.A Overview Accolade provides an Expert Medical Opinion ("EMO") program for Members A.1 to determine the clinical appropriateness of condition diagnoses and A associated treatment recommendations. A.2 Customer provides eligibility file containing the covered population of Members (Member Census File), which is used by Accolade to determine in- E/BA scope Members for Expert MD services. Expert MD consultations via interactive video or telephonic session between Member and a Specialist (as defined below) allow a Member to discuss health questions and to obtain general health information from the Specialist. Accolade provides the technology and support to facilitate consultation and establish the Specialist network to provide the medical expertise for such A.3 service. Consultations are available on the Accolade platform and include a range of medical conditions, currently covering over one hundred and twenty A (120) of the American Board of Medical Specialties and over 3,000 diseases and conditions. "Specialist" are board-certified medical doctors who have completed a multiple year residency in a specific subspecialty of medicine, and are selected based upon their credentials, having either studied, trained or currently working at a leading hospital or teaching institution and/or have led multiple peer reviewed studies in their field of specialty. 32.B Identification/Outreach Accolade uses claims data and predictive model algorithms to engage B.1 Members who are on a path to a high-cost or high-impact medical event, and A may benefit from Expert MD. Claims Data: Accolade uses claims files provided by Customer and Customer's health plan partners, to run its proprietary analytics engine to identify Members that are at risk for a high-cost or high-impact health event. Accolade utilizes two models to trigger Member identification based on the Member's actual claims: (1) predictive analytics, and (2) rules-based B.2 algorithms. Accolade's predictive algorithm analyzes factors including age, A gender. claims history, and frequency to develop a prioritized list of individuals. Each Member is then scored according to their prior claims utilization, diagnosis category, and procedure types. Accolade may also use the output of Customer's or its health plans' predictive algorithms to identify Members who are at risk for a health event. Prior Authorization Files: Accolade may receive files containing information B.3 on Members who have requested prior authorization for an upcoming surgery A or procedure Outreach: Following identification by Accolade, Accolade may email the Member to let them know that Accolade may contact them. Accolade will B.4 A reach out to the identified Members by phone to inform them of the value of a Consultation. 32.0 Expert Medical Consultation Services C.1 Expert MD intake service representatives complete intake registration of A eligible Members, including collecting the relevant Member medical records .. Descr'ption Guide Ac..iar;e Plus Solution Package-Revision r. '26/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. 2023 Accolade Inc. Page 44 Accolade PERSONALIZED HEALTHCARE Service Elements Pa - Section Description Accolade Other and provide the Member with written notes and recommendations from the Specialist. Members access the Expert MD Services, as defined in Section C.3 below, by calling a toll-free number or logging into Accolade's secure website or secure mobile application. The secure website and secure mobile application C.2 shall be available twenty-four (24) hours a day, seven (7) days a week, A excluding limited periods of maintenance, or periods of emergency maintenance, internet-wide disruptions, force majeure events, or attributable to Member's software or hardware used to attempt access. 32.D Hours of Operation and Holidays Live telephonic support hours of operation are 8:00AM —8:00PM Eastern Time, Monday through Friday. Telephonic service will be available except the following: • Days when Accolade will close at 9:00PM Eastern Time which include the day before Thanksgiving and New Year's Eve • Holiday closures which include: New Year's Day (observed), Martin D.1 Luther King Jr. Day, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day and the day after, and Christmas Day (observed) • On the weekends and holidays, Expert MD has staff on call to handle amarriant r'linicAlhr acute requests. Mobile Application and Web portal hours of operation are 24 hours per day, 7 days per week, 365 days per year. A member of the Accolade Expert MD Care Team shall be assigned to each Member's case. The Care Team shall be comprised of doctors, nurses and other medical professionals hired by Accolade, who will listen to the Members' medical concerns and assist them through the Consultation process, including the creation of a Member profile, the selection and scheduling of an appropriate medical Specialist and the retrieval and secure digitization of the Member's medical records. The Care Team will: • Support them through the entire EMO process D.2 • Complete records gathering and follow-up of required documentation A • Support Member in selecting and scheduling a consultation with appropriate U.S. based medical specialist from Expert MD network • Provide condition-specific education and coaching • Conduct provider search for Member seeking local in-network specialty physician for their specific condition/diseases • Conduct a post-consultation session follow-up with Members, which may include Consultation satisfaction ratings and effectiveness surveys to evaluate the impact of the Consultation service • Refer Members to Accolade post-expert medical opinion and for additional benefits and clinical needs D.3 Services may include the following. Only Expert Medical Consultations shall A count toward Utilization. Se - -,.r,olade Plc; Revs, _ Contoenaal information or Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc All rights reservea •0 2023 Accolade Inc Page '45 Accolade PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other • Expert Medical Consultation: Members select a Specialist with the assistance of the Care Team from Accolade's list of medical specialists located in the United States. Members share their medical background with Accolade's Care Team. At Member's request, the Care Team schedules a Consultation with the selected Specialist. The Member may speak with a Specialist by secure video or phone. Following the Consultation, written notes and recommendations from the Specialist will be available to Members via the Accolade secure portal or postmarked in the mail to the Member's provided address. • Specialty Care Navigation: Members receive guidance via various Accolade communication channels on the Member's healthcare journey by Accolade condition-specific Care Team nurses. This clinical guidance includes condition-specific education, high-touch coaching, scheduling Expert Medical Consultations, and other services that help Members navigate the complexities of managing their health and achieving better health outcomes. • Personalized Local Support: Accolade shall provide the Member with support and education, which may include recommendations of a local, in-network physician, if requested by the Member. Accolade will use Member's location and specific case needs to locate a physician for the Member's needs. • Records Retrieval Requests: Accolade will retrieve, digitize, index, and securely store in the Member portal, medical records from facility and provider locations as identified by the Member. When it is determined that a Member is not an appropriate candidate for an D.4 expert medical opinion, the Expert MD specialty care navigation nurses will A refer the Member back to their Accolade nurse for ongoing support. D.5 The Expert MD network of specialty physicians provides virtual video expert A medical opinion consults using Accolade's platform. 32.E Clinical Consult Services The selected Expert MD specialty physician provides expert medical opinion E.1 consult using the EMO's platform and are via secure video or phone at A Member's request. Specialty physician's written notes and recommendation will be made E.2 available to Member via Accolade's secure portal or mail, at Member's A request. 32.F Member Communications Accolade will initiate year-round general awareness and targeted communications, which may include email, secure messaging, direct mail, F.1 webinars, and phone calls, to Members based on risk level to drive program A engagement. 32.G Expert MD Reporting Accolade will provide the following Expert MD reporting on a quarterly basis: G.1 • Members referred to Expert MD A • Members registering for Expert MD program • Members receiving expert medical consultation Service Description Guide.Accolade Plus Solution Package—Revision Date'7/2612023 Confidential Information of Accolade.Inc. Accolade Health Assistann is a registered trademark of Accolade.Inc.AR rights reserved. ID 2023 Accolade Inc. Page Il8 '�,► Accolade PERSONALIZED HEALTHCARE Service Elerriehts Pa Section Description Accolade Other • Program savings I I 32.H Additional Terms Accolade will endeavor to respond to a Member's request within 48 hours and to provide Member available times for a Consultation with a Specialist H.1 within three (3) business days on average from the Member's selection of a A Specialist and the receipt of all information and approvals required to obtain Member's medical records. Expert MD Notes: • Services provided by Specialists that participate in the Expert MD platform and/or Care Team (1)do not replace a Member's relationship with his/her doctor and that the Services do not create or constitute a physician-patient relationship; and (2)do not constitute medical advice, diagnosis, or treatment by or from the Specialist and/or Care Team.All medical and clinical information provided by the Specialist and/or Care Team(whether via telephone, video, the secure application,the secure website, electronic mail,or in connection with any communications supported by Accolade) is intended for general informational purposes only. Specialist and/or Care Team does not give prescriptions, perform physical evaluations, or treat patients. • "Utilization"means the number of Expert Medical Opinion Consultations divided by the number of Employees per year. • If a Member fails to provide notice of cancellation or change prior to twenty-four(24)hours in advance of a scheduled EMO Consultation time, the missed Consultation will count toward Utilization. • As part of our standard process, our specialists review pathology reports for 100%of oncology consultations. When warranted, our specialist will recommend a retest of pathology. Accolade will facilitate pathology retesting at an NCI- designated and comprehensive cancer centers based on the Member's location and health plan network_ All costs related to those tests would he billed as a medical claim through the Customer's normal claims process and be subject to any Member cost sharing as applicable. Service Description Guide:Accolade Plus Solution Package—Revision Date. 7 26/2023 Confidentiai Information of Accolade.Inc. Accolade Health AssistantiZ is a registered trademark of Accolade,Inc.Alt rights reserved. ZE 2023 Accolade.Inc. Page 147 Accolade ONlik PERSONALIZED HEALTHCARE ECOSYSTEM PARTNERS (when purchased) Service Elements Part Section Description Accolade Other _ t( E o - - h1i ' -1i4eLat.- rt.,; 33.A Ecosystem Partners Overview Accolade's partner ecosystem provides access to a curated list of solution partners in a variety of healthcare categories, such as diabetes monitoring A.1 and management, musculoskeletal, fertility, mental health, and prescription A drug savings. Roles and responsibilities as detailed below relate to those partners selected by Customer in the Services Commitment Order Form or Statement of Work. Ecosystem Partners are responsible for delivering their respective services, A 2 and Accolade provides a single source for navigation, engagement, and A EP escalation support to the Customer and its Members and consolidates reporting, contracting, and billing in respect to Clinical Partner services. 33.B Due Diligence Accolade performs an in-depth due diligence process and then selects Ecosystem Partners 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 to maintain their Ecosystem Partner status in the following areas: • Information security • Financial stability B.2 • Clinical service model A EP • Operational performance New Ecosystem Partner solutions/offerings will be part of Accolade's due diligence process upon incorporation into Accolade's Business Associates Agreement with the Ecosystem Partner. 33.0 Implementation C.1 Leads Customer-specific implementation and launch process. A Provides access to Ecosystem Partner specific integration elements. Will C.2 A include enhanced integration elements when made available. C.3 Accolade will define required data and integration points specific to each A Ecosystem Partner to drive Member engagement and referral opportunities. 33.D Ongoing Services Serves as primary point of contact for Customer and its Members and D.1 A manages the relationship with the Clinical Partner D.2 Manages all billing between Ecosystem Partner and Customer. A Service Description Guide:Accolade Plus Solution Package--Revision Date 7/26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. A 2023 Accolade Inc Page i48 Accolade 4111 PERSONALIZED HEALTHCARE Service Elements Part Section Description Accolade Other Manages on-going governance and oversight of Ecosystem Partner's D.3 solution, including verification of security, financial and clinical model, and A product enhancements. D.4 Manages on-going reporting and incorporates Ecosystem Partner's data into A Accolade's reporting, as appropriate. J D.5 Takes lead in resolving material service issues when Ecosystem Partner is A not responding in timely manner. 33.E Integration Activities E.1 Accolade establishes data integration required to manage all billing A E/EP requirements. E 2 Business Associates Agreement and Statement of Work are executed to A E/EP allow for the sharing of data from Ecosystem Partner to Accolade. E.3 Accolade will define required data and integration points specific to each A Ecosystem Partner to drive Member engagement and referral opportunities. Service Description Guide Accolade Plus Solution Package—Revision Data. ri26/202.3 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc.All rights reserved ®2023 Accolade Inc Page N Accolade 4,6" . PERSONALIZED HEALTHCARE PRE-LAUNCH OPEN ENROLLMENT (when purchased) Service Elements Part Section Description Accolade Other 34.0 Pre-Launch Open Enrollment Su. •ort 34.A Pre-Launch Open Enrollment Support Accolade supports Members through their benefits open enrollment process prior to launch with: • understanding their benefits plan options for the coming year, • 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 A 2 information communicated to Members (e.g., messaging related to plan E/BA design changes, Carrier changes, costs), open enrollment guides, and rules logic for determining plan 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 E/BA periods 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. 34.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. This occurs during BOTH the open enrollment period AND the subsequent benefit plan year, when eligible, as deemed appropriate based B.1 on Member needs. Programs may include: Employee Assistance Programs A (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 B.2 E solution and ancillary programs for which Members are eligible. 34.0 Additional Health &Welfare Programs Accolade Health Assistants will educate, guide and refer Members to any of the available health and welfare programs available to Members during C.1 BOTH the open enrollment period AND the subsequent benefit plan year, A when eligible, as deemed 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 C.2 E programs for which Members are eligible. 34.D Care Management Accolade Clinical Health Assistants support Members with triaging D.1 symptoms and questions regarding chronic conditions, medications and A behavioral health. Service Description Guide:Accolade Plus Solution Package-Revision Date:7/26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade,Inc.All rights reserved. ©2023 Accolade.Inc. Page 150 Accolade PERSONALIZED HEALTHCARE 1 Service Elements ' Part- Section Description Accolade Other Third-party nurse line will remain in place with client's existing resource , D.2 (typically via carrier)to provide Members with coverage 24 hours a day, C/T seven days a week until the launch date when Accolade's internal resources will take over this responsibility 34.€ 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: • Member services: premium costs, ID card requests, claims, appeals, E/BA/C E.1 pre-certification/prior authorization, cost transparency, and PBM's A /T/V formulary • Care Management: disease management, treatment decision support, pre/post discharge support, case management, and care coordination Service Description Guide.Accolade Plus Solution Package-Revision Date.7,26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade 1,1c All rgNs-eserved ©2023 Accolade.Inc Page in !' r t Accolade PERSONALIZED HEALTHCARE SOFT LAUNCH OF TOTAL HEALTH AND BENEFITS SERVICES (if applicable) Service Elements Part Section Description Accolade Other 35.0 Soft Launch of Total Health and Benefits Services 35.A Member Services Support When Accolade and Customer mutually agree to a soft launch of Total Health and Benefits services (typically within one month of the new benefit plan year), Accolade will support Members through the soft launch period with the following Member Services support: • Educate Members on the services offered through the Accolade Total and Benefits program • Conduct provider search for Members seeking a physician for the new benefits plan year, including transition of care (ex. if provider will no longer be in carrier/TPA's network) • Medical ID card education (e.g., when ID cards will be mailed) A.1 • Current plan year medical benefits support (if no medical carrier A change or significant plan design change at start of launch benefits plan year) • Launch year benefits support • Current benefits plan year medical plan claims (if no medical carrier change at start of launch benefits plan year and pending timely carrier integration) Ability to provide all of these services and the services defined below are dependent upon receipt of data/information according to timelines established by Customer Implementation team. Customer will provide all required information to support current year A.2 benefits and/or claims inquiries (if no medical carrier change) in a timeline E defined by the Customer Implementation team. 35.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. This occurs during BOTH the soft launch period AND the launch benefit plan year, when eligible, as deemed appropriate based on Member B.1 needs. Programs may include: Employee Assistance Programs (EAP), A 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 B.2 solution and ancillary programs for which Members are eligible. 35.0 Additional Health &Welfare Programs Accolade Health Assistants will educate, guide and refer Members to any of the available health and welfare programs available to Members during the C.1 upcoming launch benefit plan year, when eligible, as deemed appropriate A 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 C.2 programs for which Members are eligible. Service Description Guide Accolade Plus Solution Package-Revision Date 7'26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights-eserved. 02023 Accolade.Inc. Page la 0,41 Accolade PERSONALIZED HEALTHCARE ` Service Elements ' Part Section Description Accolade Other 35.D Care Management Accolade Clinical Health Assistants will support Members with triaging D.1 symptoms and questions regarding chronic conditions, medications and A behavioral health. D 2 1 Accolade's internal and third-party nurse lines together will provide Members I A• I I with triage coverage 24 hours a day, seven days a week. Accolade will coordinate with any outgoing carrier/TPA clinical programs (pending vendor cooperation) to identify Members that need to transition to D.3 Accolade's clinical programs. Accolade Clinical Health Assistants will A support Members in addressing transition questions and educate Members on the services offered through Accolade's clinical programs. 35.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 soft-launch period: • Member services: premium costs, ID card requests, claims (if carrier E/BA/C E.1 change), appeals, pre-certification/prior authorization, cost transparency, A /T/V and PBM's formulary • Care Management (for immediate needs): treatment decision support, pre/post discharge support, case management, and care coordination 35.F Member Communications To ensure the highest quality Member experience, Employer and Accolade F.1 will mutually agree upon Member communications campaign approach that A E will begin prior to and during the soft launch period. i Service Description Guide:Accolade Plus Solution Package—Revision Date.7/26/2023 Confidential Information of Accolade.Inc. Accolade Health AssistantCt is a registered trademark of Accolade.Inc.All rights,eserved. 5 2023 Accolade-Inc Pageip k t Accolade illr PERSONALIZED HEALTHCARE ACCOLADE ASSIST (when purchased) Service Elements Pa Section Description Accolade Other 36.0 ACCOLADE ASSIST 36.A Overview Accolade Health Assistants will support benefits-eligible Members who are A.1 enrolled in an Employer-sponsored fully-insured medical plan or digital A carrier network (ex. Surest), or opt to waive medical coverage provided by the Employer with Accolade's Assist offering. Assist Members will be able to access Accolade resources telephonically A.2 and via Accolade Online and Accolade Mobile. A 36.B Medical and Behavioral Health Member Services Accolade Health Assistants will use the information shared by the Customer for Total Health and Benefits-eligible Members to provide Assist Members with: • Annual, new hire and qualified life event benefit election education, • Benefits enrollment process guidance and support • Eligibility questions and eligibility provisions, including qualifying B.1 events A • Employer sponsored benefit plan inquiries • Claims inquiry support For all other Member service questions/issues (ex. claims), the Accolade Health Assistant will redirect the Member to the appropriate resources for support. Claims Inquiry Support: Accolade Health Assistants educate and guide Members in understanding claims issues and will request the Member provide copies of the appropriate EOBs and invoices in question to support resolution of the issue, when necessary. If the Member is unable to provide B.2 this information or the information on the EOBs and/or invoices is insufficient A to solve the issue, the Accolade Health Assistant will refer Members to the appropriate resources at the Carrier/TPA and/or provider to support their billing and claims questions and equip them with appropriate questions to pose to their Carrier/TPA and/or provider to support issue resolution. 36.0 Wellness, Point Solutions and Ancillary Programs Accolade Health Assistants will educate, guide and refer Assist Members to C.1 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 C.2 and ancillary programs (also available to Customer's Accolade Total Health E and Benefits Members) for which Assist Members are eligible. 36.D Care Management Accolade Clinical Health Assistants will support Assist 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. Service Description Guide -.ccolade Plus Solution Package-Revision Date:726/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc.All rights reserved. 2023 Accolade Inc. Page iS4 uvl.UJltyl l GI IVCIuIJC I .000/rU 10-/LUC-444D-00/U-4 I COO f rOLCUt3 Accolade Al* PERSONALIZED HEALTHCARE Service Elements Part _ Section Description Accolade I Other Accolade supports Assist 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. r, D Refers Assist Members to available care management programs, as appropriate. A Customer will provide information to Accolade on the care management nl 4 programs (also available to Customer's Accolade Total Health and Benefits E Members) for which Assist Members are eligible. STOP LOSS REPORTING (when purchased) Service Elements Part Section I Description , Accolade i Other 37.0 37.A Stop Loss Reporting Accolade will provide a standard stop loss reporting package based on an agreed upon frequency and reporting thresholds when Case Management, Provider Services, and/or Utilization Management services are provided by I Accolade and Customer selects Stop Loss Reporting in the Master Services A.1 Agreement order form. Post-launch requests for stop loss reporting should A E be submitted through the Accolade Customer Success lead. Accolade will evaluate each request and determine feasibility, timing and level of 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. CUSTOM REPORTING (when purchased) Service Elements Part Section Description Accolade Other 38.0 i Custom Reporting and Insights 38.A Custom Reporting and Insights Accolade will provide ad hoc reporting using existing data sources as requested. All requests should be submitted through the Accolade Customer Success lead. Accolade will evaluate each request and determine A E n. I feasibility, timing and level of 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. Service Description Guide Accolade Plus Solution Package--Revision Date 7-26/2023 Confidential information of Accolade,Inc Accolade Health Asslstanl1s is a registered trademark of Accolade Inc.All rights reserved. 15 2023 Accolade Inc Page i56 ilk Accolade PERSONALIZED HEALTHCARE SERVICE INTEGRATION AND IMPLEMENTATION SERVICE INTEGRATION Service Elements Part Section Description Accolade Other 39.0 Service Integration 39.A Standard Service Integrations 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 _ Plan claims, authorizations and Membership information A 0 Plan administrative services (e.g., ID cards, Explanation of Benefits, proof of insurance) • Provider network information o Eligibility and enrollment information o Customer and plan-sponsored programs • 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 carriers and one PBM. Exceptions to the aforementioned integrations and those requiring additional A.2 effort beyond standard integration methodologies (e.g. API, and other A standard protocols) may result in additional fees outlined in the Agreement. Carrier/TPA collaborate with Accolade to build integrations and provide A.3 detailed information as required. Customer supports and directs C/T, E Carrier/TPA as necessary. 39.B Data File Feeds B 1 Refer to standard data integration documents for details on the required data E, C/T feeds. Service Description Guide,Accolade Plus Solution Package—Revision Date.7/2612023 Confidential Information of Accolade,Inc. Accolade Health Assistante is a registered trademark of Accolade.Inc.All rights reserved ID 2023 Accolade.Inc. Page I58 ( Accolade PERSONALIZED HEALTHCARE IMF'LtMtN I A I IUN Service Elements I Party Section Description I Accolade Other •d1! - " m.lementation •� l 40.A Implementation I i Prr mntly fnllnw vinn execution of the Agreement the Parties NJlll meet to A 1 discuss the implementation process. Customer will provide Accolade with all A E reasonably 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, A.2 which will include a detailed description of the various milestones and A checkpoints required to complete the implementation process. n 3 Customer will notify all partners and introduce Accolade within ten (10) E business days following execution of the Agreement. Customer will assist Accolade in completing data sharing agreements with A.4 Customer's partners to ensure Accolade receives all data required to E support Accolade service. A.5 Customer will approve and validate all source materials used to populate E Accolade's systems as 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 A.6 be substantially the same as documented herein subject to any UIIICI CI IhCJ /'1 C/V in the 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. Service Description Guide Accolade Plus Solution Package-Revision Date 7726/2023 Confidential Information of Accolade.Inc. Accolade Health Assistant®is a registered trademark of Accolade Inc, All rights reserved. 2)2023 Accolade.Inc. Pagelp ;y, • ArtAccolade PERSONALIZED HEALTHCARE CUSTOMER ROLE IN ACCOLADE SERVICES Service Elements Part Section ,e, ,,,, • _ . - . ;D ',,•,t, Accolade Other -, ,. Customer Role in Accolade Services ` gip.; , 41.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. A E Accolade re-evaluates implementation launch dates and costs if new information is provided or there are delays in meeting commitments by Customer or their partners. 41.B Third Party Provider Support and Receipt of Data Customer will ensure cooperation of its Third Party Providers (Partners) to B.1 share and/or provide access to data, information and systems required for E Accolade to effectively deliver our Services. B 2 Customer will be responsible for any fees charged by its Partners related to E the provision of data. 41.0 Steering Inbound Calls Customer agrees to request their Carrier/TPA to replace the Member C.1 services phone number and update the IVR to route all Member calls to E Accolade. All inbound calls from Members to the Carrier will be automatically rerouted to Accolade. Service Description Guide:Accolade Plus Solution Package—Revision Date:7/26/2023 Confidential Information of Accolade,Inc. Accolade Health Assistant®is a registered trademark of Accolade.Inc.All rights reserved. ID Accolade.Inc. Page 158 vvuu vyi Lei Vclupc Iv.UCH; I V ID-/CL•CW44D-OOl U-'+I CID r DLCUD Accolade Appendix 2 to Order Form Performance Guarantees 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 be at 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, Family Engagement and System Up Time guarantees will be maintained and all other Performance Guarantees will he void and associated dollars shin not be at risk for that Service Year. If the Services are terminated for any reason prior to the end of any applicable PG measurement period,such PG shall not be in effect for the partial measurement period. Notwithstanding anything to the contrary, the terms and conditions of this Appendix 2-Performance Guarantees are the sole and exclusive performance obligation with respect to the matters set forth hereinand shall take precedence over any contrary terms or performance and service levels stated elsewhere in this MSA or any of Accoiade`s responses during a pre-contracting sales process, including to a request for Information or request for proposal.The issuance of any PG credits is subject to(a)Customer being paid in full as of the date a Performance Guarantee credit would be payable and (b) Customer not having provided notice of termination of the MSA. The calculation for each PG will be rounded as indicated In the Performance Outcome column. "PG Eligible Fees"for each Service Year will be calculated as the sum of total Advocacy Base PEPM Fees,(charged during the Service Year,in each case for the self-insured medically enrolled population). Metric(1) Tata sk Y8 Perfoimarce Outcome I PGA re�•lt,(%of PG 1gible Fees) . ` MeasfFremelnt Period Less than 80% 10.00% [Number of survey Member Satisfaction: 5%of 80%to 84% 5.00% responses IndicatingCSAT is measured on Member Service p PG Member is" nn asis within Satisfaction: i Eligible Years 85% 89% ° Snmc.n,ar an annual b4 CSAT(4) Fees1-3 to 2.50/° or"Very"satisfied]_ 30 days following the [Number of survey end of the measurement responses] period. 90%and higher 0.00% t I I I I � Telephony:Less than 99% 3.33% [(total number of hours Ina month-total number of hours of Calculated Excluded Downtime In independently for each a month) total number of telephony,web portal, 5%of Service of hours that the and mobile,System Up System Up PG Service experiences a :Lessthan 3.33% Service Outage in such 3 Time is measured on a Years Web Portal 99% Time(5) Eligible month,excluding an quarterly basis and will Fees Excluded Downtime]/ be measured within 30 (total number of hours days following the end of in a month total the measurement number of hours ofpe riod' Excluded Downtime in a month) Mobile Application:Less than 3.33% 99% 1 The performance guarantee targets within the table below will be based on the available employee contact data and Customer communications commitment defined in footnotes 2 and 3,and Illustrated in the Target Matrix below.Refer to the specific performance guarantees to determine the correlating targets reflected in the matrix. 2023-07-2i if; vvvuv,yn uivc,vpc,u.vuu,, v,u-i wI_ t flu-vvI v—r i L..wi I u«vu .6, Accolade o Performance guarantee targets that are dependent upon available employee contact data and customers communications commitment will be determined based on the Target Matrix sixty days post-launch for year 1 and thereafter on an annual basis on Day 1 of each service year.Details for Employee Contact Data and Communications Commitments referenced In the target matrix for each performance guarantee are defined in footnotes 2 and 3. Performance__ _ Guarantee_ _ Target Matrix: T Communications Commitment r Tier 1 Tier 2 Tier 3 Available Employee 80%or Higher _ A A B Contact Data* 65%-79% A B B 50%-648/0 — B B _ I — C 30%-49% I C C D f...0%-29% D D 1 E *Available Employee Contact Data is defined as the%of members for whom 1)a home mailing address AND phone number is provided via an eligibility file,2)a home mailing address AND an email address Is provided via an eligibility file or 3)a home mailing address is provided via an eligibility file AND member has registered for Accolade's mobile application.The Available Employee Contact Data will be calculated 60 days after the initial launch date and 1 day after each anniversary of the initial launch date. - PerformancQ�biitcome -? -Credit(�o ">`.~ Total Fee Service or PG McU1c �,2,3" - � Measurerrlent• � } _ ': � Calculation � s et Risk Year Eligible - l?eriotl Target Tenet Target Target Ta et-1" " � r9 > Service 1 5 1.25 1 1 1 10.00% The calculation Cost Year 1 will be performed Savings: 5%of PG [Total on an annual Service Return on Eligible 1.5 1.25 1 1 1 10.00% Savings]+ basis within 60 Investment Fees Year 2 [Actual days of all (6) Accolade Fee] necessary data Service 1.5 1.25 1 1 1 10.00% becoming Year 3 available. Less Less Less Less Less than than than than than 10.00% 40% 35% 30% 25% 20% Overall 40%to 35%to 30%to 25%to 20%to 5�% Engagement will 44% 39% 34% 29% 24% [#of in-scope be measured on Overall 5%of PG Service families with an annual basis Family Eligible Years 1 - 45%to 40%to 35%to 30%to 25%to Accolade within 30 days Engagement Fees 3 49% 44% 39% 34% 29% 2.50% contact] [# following the end (7) of In-scope of the families] measurement 50% 45% 40% 35% 30% period. and and and and and 0.00% higher higher higher higher higher 1 , (1)General requirements for Performance Guarantees The contact data and communications requirements specified in Footnotes 2 and 3 In addition to the following are required to support the respective performance guarantees categories.If Customer or Customer's Third Parties do not meet these requirements,this performance guarantee will be void for the Impacted Service Year unless the parties mutually agree to modify the target. The calculation for each PG will be rounded as indicated In the Measurement column. • Customer will: o 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. 2023-07-21 17 uueuolyrl Criveiope IU"00t5(1-U-It5-(Lit-4L4b-esIU-41tee(l-1:U2tUi3 .4, Accolade a Ensure cooperation of Third Party Providers(Partners)to(a)share and/or provide access to three years of hlstodcal claims data to allow for normalization of COVID,(b)send Accolade ongoing claims data,and(c)provide access to carder customer service claims,benefits and , _,_y_t_"___--_..1red for Accolade t effectively deliver....ou Seri ..ee lil ll ilea;A}7.lCII1J 70t�Uil riV for PlUUV1OIV0 to GIIGUl1VGlY deliver on our VGI VIUG.7. o Provide all required data feeds for product launch or ongoing support(e.g.,eligibility,membership,claims data)no later than three(3)weeks prior to launch or date for required support(e.g.,annual enrollment). o Provide all required content needed for product launch or ongoing support(e.g.,plan requirements,plan documentation,eligibility rules, program tiles,benefits plan design changes)no later than thirty(30)days prior to launch or date for required support(e.g.,annual enrollment), • The performance guarantee target is set based on tie contact data and communications requirements specified in Footnotes 2 and 3, if Customer or Customer's Third Parties do not meet these requirements,this performance guarantee will be void for the Impacted Service Year unless the parties mutually agree to modify the target. o If Accolade receives any claims data without receiving the associated claims dollar value(ex.data Is masked),the data will be excluded from all calculations for impacted performance guarantees. (2)Contact Data Requirements for Performance Guarantees o 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/Hie Name Required Required {II Gender Required Required Date of Rirth Required Refit fired Member SSN Required I Preferred Home Mailing Address Required 1 P efored Phone Number(s) Required(1 minimum) Preferred Required(1 minimum, Email Address(es) work or personal) Preferred ( Employee ID ( Required Not applicable (3)Communication Commitment Requirements for Performance Guarantees Customer Communication Requirement for Service Year 1 is'Tier 1 Communication Requirements',described below. On an annual basis thereafter,if Customer does not meet the Tier 1 Communications Requirements,Accolade and Customer may select one of the other tiers of communications requirements detailed below,and the selected tier will then be applied to the Performance Guarantee Target Matrix for the applicable Service Year.If Customer does not select any of the tiers or fails to comply with the selected tier,ail engagement,and ROI/savings performance guarantees Ail be void for the impacted Service Year unless the Parties mutually agree to modify the targets. Communications Requirements: Tier'I Communication Requirements Tier2 Communication Requirements Tier 3 Communication Requirements Partner with Accolade on mobile application Partner with Accolade on mobile application Partner with Accolade on mobile application registration campaign i registration campaign i registration campaign �� Allow Made to contact members Allow Accolade to contact members proactively Allow Accolade to contact members IUGrJ AI cw ArY: proactively who may benefit from Accolade's proactively who may benefit from Accolade's who may benefit from Accolade's services by services by telephone and/or by digital services by telephone and/or by digital telephone and/or by digital messaging. IImessaging. messaging. Safe list Accolade email I_addresses and Safe list Accolade email ir� addresses and Sale list Accolade email IF addreaJca and domains to ensure Accolade is an approved domains to ensure Accolade Is an approved domains to ensure Accolade is an approved sender and emails are delivered successfully. sender and emails are delivered successfully. sender and emails are delivered successfully. Distribute executive sponsored email or other Distribute executive sponsored email or other Distribute executive sponsored email or other_; 2023-07-21 1?4 uuUuolyll CIiveiupe IL) ODD/ru I 0-/cVC-4.'+17-00r u-'4 I C:7o/rUGwL .4, Accolade communications to all Accolade eligible communications to all Accolade eligible communications to all Accolade eligible employees within 10 business days prior to employees within 10 business days prior to employees within 10 business days prior to or or post-launch. or post-launch. post-launch, Accept Accolade's Launch Program no later Acrcpt Accolade's Launch Program no later Accept Accolade's Launch Program no later than than 30 days prior to launch and allow than 30 days prior to launch and allow 30 days prior to launch and allow Accolade to Accolade to reach members within 30 days Accolade to reach members within 30 days reach members within 30 days post-service post-service launch. post-service launch. launch. Authorize Accolade to push up to twelve Authorize Accolade to push up to eight Authorize Accolade to push up to four general general awareness communications per year general awareness communications per year awareness communications per year to to employee work and/or home email to employee work and/or home email employee work and/or home email addresses, addresses,launch communications,and addresses,launch communications,and launch communications,and targeted targeted communications based on clinical targeted communications based on clinical communications based on clinical and/or and/or behavioral triggers as needed to and/or behavioral triggers as needed to behavioral triggers as needed to Increase Increase engagement starting in month one. Increase engagement starting In month one. engagement starting In month one. Customer will accept proposed campaigns Customer will accept proposed campaigns Customer will accept proposed campaigns and and content within 10 business days. and content within 10 business days. content within 10 business days. Accolade Is Accolade Is permitted to swap Images, Accolade Is permitted to swap images, permitted to swap images,headlines,subject headlines,subject lines,and bullets or any headlines,subject lines,and bullets or any lines,and bullets or any element that does not element that does not alter the overall element that does not alter the overall alter the overall message in order to test and message fn order to test and improve message In order to test and improve Improve performance.Content Channels may performance.Content Channels may Include performance.Content Channels may include include employer and personal email,home employer and personal email,home mailers employer and personal email,home mailers mailers and digital resources. and digital resources. and digital resources. Incorporate Accolade messaging in new hire Incorporate Accolade messaging In new hire orientation materials. orientation materials. Feature Accolade In open enrollment Feature Accolade in open enrollment communications. communications. Integrate Accolade Into Internal communication channels and tactics such as: Benefits Guides,Intranet pages,internal town hails,Employee champion networks for word of mouth promotion. Ensure that Customer's HR/benefits team will redirect employee benefit questions to Accolade as part of normal course of business and via automatic out-of-office reply and email signatures. 4. Member Satisfaction: CSAT Performance Guarantee Accolade shall perform surveys of Members served under this MSA 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 may be invited to complete surveys across various channels following an interaction with Accolade such as telephony or messaging. A Member may choose to participate in the survey multiple times during a measurement period if they have multiple Interactions with Accolade. Requirements: • Minimum of 100 survey responses required in each measurement period for performance guarantee to be based on Customer's CSAT results. • if fewer than 100 survey responses are received in a measurement period,the measurement will be based on Accolade's book of business CSAT results for the same product and measurement period. • This performance guarantee target is contingent upon Accolade's receipt of complete and timely benefit program content and required data feeds (e.g.eligibility,membership,claims)as noted in Footnote 2 during implementation and ongoing through the term of the MSA.If Customer or Customer's Third Parties do not meet these requirements, this performance guarantee wit be void for the impacted Service Year unless the parties mutually agree to modify the target. 2023-07-21 19 ✓vl.Uvll�ll LIIVC1UrJe I .VDD/rU I D-/LVC-+L4D-OO/V-Y ICJO/fDLCUD t. Accolade 3, System up Time Performance Guarantee Notes and Definitions: • For each of Telephony,Web Portal and Mobile Application,a'Service Outage"means: o Telephony:Telephony system is unavailable such that a caller cannot reach the interactive voice response(IV'R)system and,during Accolade's Hours of Operation,reach an Accolade Frontline Care Team Member(e.g.,a health assistant,nurse,EMO coach,etc.)to have a voice Interaction(in each case,other than during Excluded Downtime period). o Web Portal:Web Portal application is unavailable such that the Web Portal is wholly unable to be accessed or functioning with a material degradation(in each case,other than during Excluded Downtime period).Secure messaging capabilities are only available during Hours of Operation,as defined below. o Mobile Application:Web Portal application is unavailable such that the Mobile Application Is wholly unable to be accessed or functioning with a material degradation(in each case,other than during Excluded Downtime period).Secure messaging capabilities are only avaiiabie during Hours of Operation,as defined below. • Service Outages are calculated following the observation of at least five(5)consecutive minutes of downtime affecting a significant number of calls or requests to access,as applicable,or core functionality of the affected service,and must be verifiable In system logs if such outage is reported by Customer and not observed by Accolade.For both Web Portal and Mobile Application,a'material degradation"means that for a period in excess of five(5)consecutive minutes,the application or information available through the service is either unavailable(i.e.,requested information Is either not displayed or the request hangs indefinitely),unviewable(i.e.,textual Gr graphical elements are undecipherable)or substantially degraded(i.e., a material element of the requested information is unavailable or unviewable).Service Outage time shall not include periods for which Customer was aware of a Service Outage and did not report it to Accolade. • "Hours of Operation"are defined in the Service Description Guide Addendum. • "Excluded Downtime'includes: o "Scheduled Downtime"which are periods of time outside of Accolade's Hours of Operation when Accolade may perform regularly scheduled maintenance of the Services(applicable to all Service Up Time Categories); o "Emergency/Other Downtime"which are periods of time during Accolade's Hours of Operation when Accolade may perform(1)emergency maintenance or corrective action(Including to address any security Incidents),provided such outages are kept to a reasonable period of time or(II)other maintenance upon at least 48 hours advance notice to Customer so long as Members have an ability to access Accolade Services via at least one of Telephony,Mobile Application or Web Application during such maintenance period;and o 'Excused Downtime"which are periods of time when Accolade Services are experiencing a Service outage caused by factors outside of Accolade's reasonable control,including any force majeure event,Internet services availability outside of Accolade's platform,any downtime resulting from outages of third party connections or utilities,Including cloud services,and actions or inactions of the Customer. 4. Cost Savings:Return on Investment Performance Guarantee • Actual Accolade Fee: Equal to the sum of the Total Health and Benefits for the self-insured medically enrolled population(if applicable,only for employees enrolled in Total Health and Benefits,less the amount of any PG credits incurred on other PGs,and less the prorated amount of any Incentive Credits.Actual Accolade Fee excludes Accolade Assist fccc,pass through fees,Accolade Integration fees charged by vendor partners, Guided Enrollment Boost and fees. CIII VIIfllelll fees,Boost fees, any other Total Savings for the ROI 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 the Service Year and(b)the Savings per Interaction(as listed below)for the applicable Savings Category. If a new point solution is adopted during the measurement period,the solution will be added to the interaction calculation. If 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 any new point solution or capability.If the Parties do not mutually agree to the expected savings per interaction,Accolade shall use Its reasonable discretion to determine the expected savings per Interaction value. 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 program. The parties will mutually agree to adjust these conversion rate assumptions annually if supporting data Is available.In addition,if 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 Accolade Case Management are not counted in High Cost Claimants,Accolade Disease Management or Treatment Decision Support.High Cost Claimants are not counted in Accolade Disease Management or Treatment Decision Support.Accolade 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 Category* Counting Methodology Savings per interaction (Calendar Year 2023) Case Management Number of members enrolled in Accolade case management services+50% $19,793 'Number of members referred to the carrier's case management services High Cost Claimants Number of members with$50k or more in combined medical and Rx spend a�, ("HCC") during the Service Year assisted by Accolade w"'I ` Number of members with chronic conditions assisted by an Accolade clinician Disease Management +50%of members referred to an external disease management program if $1,069 a plicable _ Treatment Decision Support Number of clinical interactions with members around medical decisions, $369 2023-07-21 20 �5= Accolade s Category" Savings per Interaction Savings 9 Y` Counting Methodology (Calendar Year 2023) excluding clinical assistance for members supported In the following Accolade programs:high cost claimants,maternity,case management,and disease management Transparency/Provider Number of Interactions with members aroundprovider selection activities Selection $106 Appointment Scheduling Number of provider visits scheduled by Accolade $16 — Mental Health Integrated Number of unique members enrolled in coachingwith Ginger Care q n9 $2,600 Intelligent Provider — — Matching-Provider Number of high experience provider searches by category IP surgery=$3,640 Experience OP surgery=$260 Non Accolade Expert 50%*Number of members referred to the Expert Medical Opinion vendor $5,408 Medical Opinion Benefits Guidance Number of interactions around use of benefit programs $56 Barriers to Care Number of contextual barriers to care addressed $259 Telemediclne 50%*Number of referrals to the Telemedlcine vendor $245 Accolade Care•Virtual Primary Care,Virtual Mental Number of visits with Accolade Care physician or mental health clinician $318 Health Care Prep for Visit _ Number of prep for visit consultations $56 Number of members enrolled with Accolade's maternity program who delivered during the service year.If the Customer chooses to use the carrier's Maternity Program or external vendor's maternity management program the metric will count $808 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 $11,249 Diabetic Supply Program 50%*Number of members referred to the diabetic supply program $1,120 Hypertension Supply 50%*Number of members referred to the hypertension supply program Program YP PP Y Pr 9 $753 Eating Disorder Program — 50%*Number of members referred to the eating disorder program $973 Weight Management 50%`Number of members referred to the weight management program Program g 9 P 9 $185 Employee Assistance 50%*Number of referrals to the employee assistance program $63 1 Program Fitness Program 50%*Number of members referred to the fitness program $67 Biometric Screening 50%*Number of members referred to the biometric screening program $55 Stress Management 50%*Number of members referred to the stress management program $28 Sleep Mena ement 50%*Number of members referred to the sleep management program $140 Musculoskeletal Program 50%*Number of members referred to the musculoskeletal program $1,144 Gastrointestinal Program 50%*Number of members referred to the GI program $944 Guided Enrollment Number of members referred to Guided Enrollment $11 Customer Operational Number of phone calls or messages taken by Accolade $11 Sevin s *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.For third party programs not listed,the Parties will mutually agree to the expected savings per interaction of any new point solution or capability if the Parties do not mutually agree to the expected savings per interaction, Accolade shall use Its reasonable discretion to determine the expected savings per interaction value. The table above shows the Savings per Interaction amounts through December 31,2023.Each subsequent year,beginning January 1,2024,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 Front Line Care Team viewing the program content and educating the member over the phone o Accolade Front Line Care Team sending Information via secure messaging and email o Members self-serve by performing an action through Accolade applications • Amount of Credit:The amount of any credit related to the ROI Performance Guarantee will be capped at the amount necessary to achieve the ROI Requirement. • The performance guarantee targets will be determined using the Performance Guarantee Target Matix based on the Available Employee Contact Data(Footnote2)and Communications Commitment(Footnote 3). If Customer or Customer's Third Parties do not meet the minimum Available Employee Contact Data requirements,the minimum Communications Commitment requirements or the General PG Requirements(Footnote 1),this performance guarantee wiif be void for the Impacted Service Year unless the parties mutually agree to modify the target. 2023-07-21 21 Accolade o. Overall Family Engagement Performance Guarantee Notes and Definitions; • Contact definition:A phone conversation with Member or any entity on behalf of the Member where contact Is made,two-way messaging session where Inbound and outbound communication occurs via mobile application or Member portal,and Meaningful Member Usage of Digital Content,as defined below. o Entities on behalf of Member include family member,providers,health plans,authorized representative,etc. o Outbound communications sent In bulk,including emalis,messages and voicemails,are not counted as contacts. o "Meaningful Member Usage of Digital Content"is defined as Members using the Accolade portal or mobile application for activities such as,but not limited to,learning about benefits programs,finding providers,seeking referrals,shopping for medical services,and reviewing claims.Members are NOT counted as having Meaningful Member Usage of Digital Content if the only action taken Is to register or login, • Number of in-scope Families definition:Self-insured medically enrolled Population receiving applicable full service Accolade services. • The performance guarantee targets will be determined using the Performance Guarantee Target Matrix based on the Available Employee Contact Data(Footnote 2)and Communications Commitment(Footnote 3). If Customer or Customer's Third Parties do not meet the minimum Available Employee Contact Data requirements,the minimum Communications Commitment requirements or the General PG Requirements(Footnote 1),this performance guarantee will be void for the impacted Service Year unless the parties mutually agree to modify the target. 2023-07-21 22 „..* Accolade Exhibit B -Eligibility Feed Confirmation Form - Where Accolade bills a customer on a per employee(or participant)per month basis(PEPM/PPPM),or equivalent,Accolade determines the number of Employees or Participants based on the eligibility data received by Accolade from Customer or its Third Party Provider (e.g., benefits administrator). As part of the implementation process,Accolade tests and ingests such eligibility data. That process has been completed and the purpose of this Eligibility Feed Confirmation Form is to memorialize the Parties review and agreement such ingestion process has been accurately completed. Further, Customer agrees that the resulting Employee / Participant counts, as applicable,are accurate as of, `'.'DATE ,as follows: EXAMPLE ONLY-POPULATED AFTER CONTRACT IS SIGNED, DURING IMPLEMENTATION [Add all Services ordered per the Order Form per example below] Services Oriierpd - ;;`L_ Participant Information i <,: ',; Accolade Plus Participant Populations: Advocacy AdvocacyPopulations* .. .. - 0i Total Health and Benefits Case Management ❑Active Employees and Covered Dependents.Enrolled Self Insuied 0 Provider Services Plan` Q UM Est.Elm/Participant count 0 Stop-Loss Reporting ❑Former Employees : Est.Emp./Participant count: / 0 Other Est.Emo./Participant count: i' Total Est Employee%Pa dpant mutt 1' Customer Employee Mffilhitm: Having reviewed the foregoing,Accolade and Customer each agree to the following: 1. that the in-scope Employee/Participant counts are accurate as of the date set forth above; 2. that the methodology for ingesting the eligibility data and determining Participant counts for billing purposes is complete and accurate; 3. that although Employee/Participants counts may fluctuate over time based on plan enrollment and/or joiners or leavers of Customer,for example, Accolade and Customer shall rely upon the eligibility data in determining Participant counts for billing purposes;and 4. that Customer agrees to pay Accolade for Services invoiced according to this MS ased on the EmpEyee/Participant counts determined as set forth above, unless Customer notifies Accolade in writirg omptly upon re ew of an invoice in accordance with Section 3.2 of the MSA of a perceived error in the invoice. e Accolade,Inc. ::stomeJ r dc. By 2023-07-21 23 4.4 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[City of Jeffersonville ) (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 Master Services Agreement("MSA")dated as of Sept 13, 2023 , 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 HID^A 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 defined below) 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: 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 mean Protected Health Information that is transmitted by, or maintained in,electronic media. (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,but limited to the Protected Health Information created,received, maintained,transmitted, used,or disclosed by Accolade on behalf of Covered Entity when performing the Services in its capacity as a Business Associate of Covered Entity. (6) Services. "Services" shall have the same meaning as the term "Services" in the MSA but shall not include (i)any Medical Services(as defined in the MSA), (ii)any other services that Accolade performs in the capacity of a Health Care Provider of an individual or(iii)any other activities that Accolade conducts in a capacity other than as a Business Associate. II. Obligations and Activities of Business Associate Accolade agrees to: (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 ten (10) days 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: 2023-07-21 24 LIVLUOI9I I LI I VQIV'JG 1✓. JLJUI I J I cVL-,tnrVV, 11.JLLVV „irk Accolade (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 Il,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 be provided to: [City of Jeffersonville 500 Quartermaster Court Room 336 Jeffersonville, IN 47130 kcalabro@cityofjeff.net. (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; (a) 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 ()) In the event that Accolade receives a subpoena or similar notice or request from any judicial, administrative or other party arising out of or in connection with this Agreement or the MSA,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. 2023-07-21 25 gs* Accolade Permitted Uses and Disclosures by Business Associate / A colao'_ may -._1y u_- -_JI_ I___ n,ll f_ -__-_J-.___ _Iu_ th •iS �a� r�uwtaua may unty use OF ur�cwat7 PM ur aot:uruanac�wtut the rvt�A. (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(eX2)(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 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 nr iR regiiirart to ahiria by trotter 4F r'.FR 1Rt i97 to fhe extent flint ciich ractrintinn may affect Arrniarie'c lice nr 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 MSA. (b) Termination for Cause.Without limiting the termination rights of the Customer pursuant to the MSA, 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. ir) 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 Iona_ as Accolade retains the PHI; 2023-07-21 26 UocuSign Envelope IU 6t367F0113-72UE-42413-SS7U-41E567t- 2t013 AirAccolade (3) Not use or disclose the PHI retained by Accolade other than for the purposes for which such PHl 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. VII. 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. (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 behalfofC V DENT D--oocuS igg-n/Ied by: 1 By: �Gu 4u''aSt U/ By: �—10230C8602DC4A5... Name: Richard Eskew Name: 4.4 Dar4-- T1tle: F.VP, General Counsel Title: q.,i ar Date: 9/14/2023 Date: S 7 2023-07-21 27 DocuSign Envelope ID 68B7F01B-72CE-424B-887D-41E567FB2E0B Accolade Exhibit D-Data Security Addendum This Data Security Addendum (generally referred to as the "Security Requirements") is incorporated into and subject to the MSA. Capitalized terms used herein, but not defined, have the meaning set forth in the MSA. 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. SECURi I T 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 material 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 as may be further set forth in Accolade's Service Description Guide Addendum 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 remedlate 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; (1)authentication rules for the format,content,and usage of passwords for end users,administrators, and systems;(q)access controls for Personnel;(h)logging and monitoring of Accolade's production environment,including logging and monitoring of physic-al and logical arrass to Arr_.oiadee'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 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; and (c) follow the Security Requirements when storing, accessing, handling, and pro0essing 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 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, individuaily identifiable entry controls(e.g., card keys)that provide an audit trail of each entry; and prior to entry all visitors who enter _♦ Accolade olade nt ed tdentifcatlon Accolade must keep those situ and [iICSe dfE�dS rilll Jt present ll an y- :Cviaue or gv4eiiTlct�ri$3ue� photo iuenuu�.auvii. a log of �.��w,� �.�,.. 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 2023-07-21 28 Uocubign tnvelope IL) 61613/I-U113-IZet-424B-867U-41E567FB2E013 Accolade Aer 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) federal, state and county records search based on all reported residential and employment addresses for the previous seven (7) years, criminal convictions, deferred adjudications, and sex offender registrations (and substantially similar international background checks to the extent permitted); and(ii)verification of Personnel's name and social security number with the United States Social Security Administration records; and (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;and(c)implement a formal procedure for granting and revoking Personnel's access to the Services,Confidential Information and Accolade's information systems; and(d)establish a code of conduct/ethics for its Personnel. 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 ensure that all Customer data containing Confidential Information whether stored(i.e.,"data at rest")or that Accolade transmitted (i.e., "data in motion") over the public Internet is encrypted using valid encryption processes. Full disk encryption must be implemented on any desktop or laptop computer on which Customer data is stored or processed.Valid encryption processes for data at rest are consistent with NIST Special Publication 800-111, Guide to Storage Encryption Technologies for End User Devices. Valid encryption processes for data In motion are those which comply,as appropriate,with the more stringent of:(a)NIST Special Publications 800-52, Guidelines for the Selection and Use of Transport Layer Security(TLS) implementations;800-77, Guide to IPsec VPNs,or(b) the requirements of applicable data security and/or privacy laws in the country from which the Confidential Information originates,or(c) other which are Federal Information Processing Standards (FIPS) 140-2 validated. Accolade shall maintain such encryption for all transmissions by Accolade of Customer data via public networks(e.g.,the Internet).Such transmissions include, but are not limited to: i. Sessions between web browsers and web servers; ii. Email containing Confidential Information(including passwords); ill. Transfer of files via the Internet(e.g., FTP); iv. Laptop/desktop encryption; v. Mobile Device encryption; and vi. Removable storage media encryption(e.g.,thumb drive,external hard drives,writable CD drives, backup tapes). (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 MSA 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/or 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. 2023-07-21 29 Docusign Envelope ID 6BB7F01 B-72CE-424B-887D-41 E567FB2E0B Accolade Information Examples Transmission Fstorage Destruction Classification Confidential j >Business strategies and Electronic:Encrypt when Accolade to limit access j Electronic: Use information,other plans transmitted over public to authorized Personnel NIST Special than as set forth I >Audit reports networks or transferred j only; perform quarterly Publication 800-88 below outside of Accolade's access rights reviews of Guidelines for Media >Pre-release marketing premises on portable media Accolade Personnel. 'Sanitization. information or devices or other electronic Encryption when in >Accolade proprietary media; storage preferred. Print: Shred software >Technical specifications Print: Send via courier or architectures (including overnight delivery service)or registered mail with tracking number. Personal Name,phone number, Same as above Accolade to limit access Same as above Information, mailing address, social to authorized Personnel Protected Health security number,account only;perform quarterly information number,medical claims, access rights reviews. benefits information, etc. 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 requirements, and the individual's "need to know" the specific Confidential Information; (b) 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 To the extent available;Accolade shall enforce and comply with the industry best practices for Single Sign-on("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 Customer, to exchange authentication and identity information across Accolade's domain. 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 in accordance with industry standards,such as NIST 800- 63. 5 Af1r71 IC TION DEVVEI OPMENT AMr% TESTiN G �. Krr-LiNaf111V 1\ V1�,l F.VVI I\I-.l lacy., 5.1 Accolade shall:(a)use a secure development methodology that incorporates security throughout the systems development life- cycle("SOLO");(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 every90 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 MSA, 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 parry's facilities, physical and logical controls, and information security policies and practices, and findings shall be consistent with these Security Requirements. 2023-07-21 30 .,....w.,.,y„'-111F,0.014.: ...O,.,,, ,U-r I GNV I I GIL.GULI ,�►, Accolade 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 MSA,including these Security Requirements. 6.3 Accolade shall maintain an inventory of(i)any Personnel or subcontractors who receive, store, access, and handle,process or replicate any Confidential Information,(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, (iv) the manner in which Confidential Information was made available authorized Personnel or subcontractors, (v) the transmission and Encryption/protection method or protocol (where applicable) used in transmitting or otherwise providing the Confidential Information, and (vi) a description of the Confidential Information that was made available to authorized Personnel or subcontractors. 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 Customer of the security incident promptly, but no later than seventy-two (72)hours following the date Accolade or its third party reasonably suspects or becomes aware of the security incident,which may follow an internal investigation. Following Accolade's closure of any such incident, Accolade shall promptly 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 Customer 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 Customer:(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, protected health information, by electronic mail to Customer's designated contact to the extent provided to Accolade in writing. 8. COMPLIANCE. Accolade shall, if interacting directly with individuals, including Customer's Members, operate in accordance with Accolade's privacy policy and disseminate or otherwise make the privacy policy available to individuals. 9. BUSINESS CONTINUITY 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 MSA 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. 2023-07-21 31 vwuvivi IVCiupe IV.vote/ru l D-/LI.C-4L4C3-as/tJ-4 I tbb/rtsz Lurs Accolade 'Data" means ail 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(ill)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 MSA. "Order Form" means an Order Form that is an order for Services consisting of a description of Services that Accolade will perform, including tasks,deliverables, milestones,payments,ownership, project timeline,project managers,and other information,as applicable. 2023-07-21 32 iocuJign envelope lu.bbb/ru-Ib-/LL.t-4L4b-60/U-4I ton/rbLtub Accolade Exhibit E—Required Insurance Coverage Accolade shall obtain prior to the provision of any Services, and thereafter maintain during the Term, the insurance required by this Exhibit. Upon reasonable request, Accolade will promptly furnish Customer with certificates of Insurance which comply with the requirements of this Exhibit. Accolade will notify Customer at least thirty(30)days prior to any change in coverage which would affect coverage or limit any aspect of insurance required under this Exhibit. The maintenance of insurance in accordance with this Exhibit shall In no way be interpreted or construed as relieving or limiting Accolade of any responsibility or liability whatsoever under this MSA or for any acts or omissions of Accolade or its personnel. The following sets forth the minimum limits for insurance coverages: Commercial General Liability $2,000,000 per occurrence with an aggregate or excess liability coverage of$3,000,000 including contractual and products completed operations liability and coverage for all of Accolade's defense and indemnification obligations Professional Liability(Errors& $5,000,000 per occurrence with an aggregate or excess liability coverage of$5,000,000 Omissions) Cyber or Information Security& $2,000,000 per occurrence with an aggregate or excess liability coverage of$5,000,000 Privacy Liability Such insurance must also cover losses related to data security breaches, losses,and violations of applicable data/privacy laws Workers'Compensation In accordance with statutory limits and Employers'Liability Insurance which limit shall be $1,000,000 per accident for Bodily Injury and$1,000,000 per employee/aggregate for disease Auto Covering ail owned,hired and non-owned vehicles and equipment used by Accolade with a minimum combined single limit of liability of$1,000,000 for injury and/or death and/or property damage Medical Malpractice(applicable Accolade will ensure that each physician is provided with the requisite medical malpractice to Virtual Primary Care only) insurance coverage, in all cases complying with the minimum requirements of the applicable jurisdiction. 2023-07-Zi 33