STANDARD THIRD PARTY RELEASE AGREEMENT
<<Third Party>> ("Recipient") has requested that Milliman, Inc. ("Milliman") consent to release Material developed by Milliman for Paradigm Management Services, LLC ("Client Company"). The Milliman Material was prepared for, and only to be relied upon by the Client Company, and not to be provided to any third party without Milliman's prior consent. "Milliman Material", for purposes of this Agreement, includes the 2020 Milliman Complex and Catastrophic Workers' Compensation Claims Cost Analysis and all data therein and all supplemental information, sensitivity analyses, experience data, and anything Recipient subsequently requests or receives in oral or written form from Milliman related to Client Company.
In consideration for the consent of Milliman to realease the Milliman Material to Recipient, Recipient agrees as follows:
- Recipient acknowledges that the Milliman Material was prepared solely to be relied upon by the Client Company and its management, and not by any other party. As such, Milliman makes no representations or warranties regarding the Milliman Material to Recipient or any other third party. Recipient acknowledges that Milliman has no responsibility to inform Recipient of any updates, changes, corrections or supplementations to the Milliman Material. Recipient represents that it will place no reliance on the Milliman Material that would result in the creation of any duty or liability under any theory of law by Milliman or its employees to Recipient.
- Recipient understands the Milliman Material is a complex, technical analysis, and that Milliman recommends Recipient be aided by its own actuary or other qualified professional when reviewing the Milliman Material.
- Recipient agrees that it will not provide any portion of the Milliman Material to any other party, except (1) to Recipient's Affiliates, but only if Recipient has full power and authority to bind Affiliate to the terms of this Agreement and does bind Affiliate to the terms and (2) to Recipient's professional advisers so long as they have agreed with Recipient to be subject to the same terms as Recipient under this Agreement. Except as otherwise permitted herein, Recipient agrees it will not make references to Milliman or its estimates in communication with third parties.
- Recipient agrees it will not bring any claim or lawsuit, under any theory of law, against Milliman or any of its employees related in any way to the Milliman Material.
- Milliman and Recipient agree to submit any dispute between them, including but not limited to, disputes relating to Milliman's release of the Milliman Material, any aspect of Milliman's work regarding the Client Company, and the interpretation and enforceability of this Agreement, to binding arbitration. The arbitration, conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association, will be conducted before three neutral and independent arbitrators, one selected by Milliman, one by Recipient and the third by the first two. The award may be confirmed an any court of competent jurisdiction.