HEALTH DIALOG SERVICES CORPORATION

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Execution Version 8.3.1. Client has obtained all of the necessary information that needs to be provided by Client to Health Dialog, so that Health Dialog may use such data for all of the purposes described in the Work Orders, as applicable. SECTION 9. RECORD KEEPING AND AUDIT 9.1. Client Audit Rights. Health Dialog agrees to maintain accurate and complete records of the performance of its financially -related obligations under this Agreement for at least two (2) years after the termination of this Agreement or such longer period as may be required by law. On reasonable advance notice to Health Dialog, such records shall be open to inspection and audit by Client's independent auditor at Health Dialog's offices or at such other location where such records are maintained. Client and its independent auditor shall be subject to a reasonable confidentiality agreement provided by Health Dialog and shall take reasonable measures to minimize disruption of Health Dialog activities. Any such audit shall be conducted subject to the CARES Act or other applicable laws and shall be conducted at Client's expense. 9.2. Health Dialog Audit Rights. Client agrees to maintain accurate and complete records of the performance of its financially -related obligations under this Agreement for at least two (2) years after the termination of this Agreement or such longer period as may be required by law. On reasonable advance notice to Client, such records shall be open to inspection and audit by Health Dialog's independent auditor at Client's offices or at such other location where such records are maintained. Health Dialog and its independent auditor shall be subject to a reasonable confidentiality agreement provided by Client and shall take reasonable measures to minimize disruption of Client activities. Any such audit shall be conducted no more than once every twelve (12) months and shall be conducted at Health Dialog's expense. SECTION 10. INDEMNIFICATION, INSURANCE AND LIABILITY LIMITATION 10.1. Indemnification. Each Party to this Agreement (the "Indemnifying Party') shall defend and indemnify the other Party against, and hold harmless the other Party, including the other Party's officers, directors, and employees and its Affiliates' officers, directors, and employees (collectively with such other Party, the "Indemnified Party"), from any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees and disbursements, that may be incurred by, imposed upon, or asserted against the Indemnified Party by reason of any claim, action or demand by a third party (the "Third Party") (collectively, a "Third Party Loss') to the extent such Third Party Loss results from, arises out of or relates to any actual or alleged negligence or willful misconduct by the Indemnifying Party or any actual or alleged breach of any of Sections 5, 6, 7.1, 7.2, 10.2, 10.3 or 11 of this Agreement or applicable law by the Indemnifying Party. 10.1.1. Notice of Claims. The Indemnified Party will give the Indemnifying Party prompt written notice of any claim, action or demand instituted by any third party (in each case, a "Claim") in respect of which the Indemnified Party is entitled to indemnification hereunder, provided, however, that the failure to provide such notice shall not affect the rights of the Indemnified Party under this Section 10.1 except in the event and to the extent the Indemnifying Party is prejudiced by such failure. 10.1.2. Defense and Settlement. The Indemnifying Party shall have the exclusive right at its option, by giving written notice to the Indemnified Party in which the Indemnifying Party confirms in writing that the Indemnified Party is fully indemnified hereunder with respect to the applicable Claim, to defend against, negotiate, settle or otherwise deal with such Claim and to have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party, selected by the Indemnifying Party; provided that the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense. The Indemnified Party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Health Dialog - Confidential Page 6 Services Agreement