HEALTH DIALOG SERVICES CORPORATION

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Execution Version SECTION B. REPRESENTATIONS AND WARRANTIES 8.1. Representations of the Parties. Each Party represents and warrants to the other Party that each of the statements contained in the Agreement, the Work Orders, and other Exhibits and Schedules attached hereto, is true and correct as of the Effective Date with the respect to the Party making the representations and warranties, and that such statements do not and will not omit any material fact required to be stated in order to make such statements not misleading. Each Party represents and warrants that as of the Effective Date: 8.1.1. Health Dialog is a corporation duly organized, validly existing and in good standing under the laws of the State or Commonwealth in which it is organized, with all requisite corporate power and authority to own its properties and to carry out its business as such business is now conducted and presently proposed to be conducted. Client is a charter city and municipal corporation organized and existing under the Constitution and laws of the state of California. 8.1.2. The Party has full corporate power and authority, and it has taken all required action necessary to permit it to execute and deliver this Agreement and to perform all of its obligations contained herein, and none of such actions conflicts with or violates any provision of law applicable to the Party or the charter or bylaws of the Party, or violates or constitutes a default under or will result in any breach of any agreement, order, judgment, writ, injunction, decree, license, permit, rule, or regulation of any court or governmental or regulatory body applicable to the Party or by which the Party's assets may be bound. 8.1.3. This Agreement constitutes the valid and legally binding obligations of the Party, enforceable against it in accordance with its terms, subject to principles of public policy and applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other general laws affecting the rights and remedies of creditors, and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the discretion of the court before which any such proceeding may be brought. 8.1.4. No consent, permit, order, approval, authorization, declaration or filing, including, without limitation, any consent, approval or authorization of or declaration of filing with any governmental authority is required by the Party in order to execute and deliver this Agreement, except to the extent an approval or consent is required by law. 8.2. Health Dialog's Representations. Health Dialog represents and warrants to Client that during the Term of this Agreement: 8.2.1. Health Dialog, to the extent that it uses materials or information in whatever medium in performing its obligations pursuant to this Agreement in which a third party holds IP Rights, has the right to use and to authorize Client and its Eligible Members to use such materials and information in accordance with the terms of this Agreement. Health Dialog further represents and warrants that the documents, materials and information that Health Dialog furnishes to Client pursuant to this Agreement do not infringe or violate any IP Right or interest of any third party; and 8.2.2. All materials and protocols used by Health Dialog in providing Services pursuant to this Agreement shall be updated consistent with industry practice, and in any event no less frequently than for other clients of Health Dialog. 8.3. Client's Representations. Client represents and warrants to Health Dialog that during the Term of this Agreement: - Confidential Page 5 Services Agreement