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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT, dated effective as of 12:01 a.m. local time in Birmingham, Alabama on October 1, 2024 ("Effective Date"), is made and entered by and between RxBenefits, Inc., an Alabama corporation ("Administrator"), and Indian River County Board of County Commissioners ("Client"). Administrator and Client are sometimes referred to herein individually as a "LaEV' and collectively as the "Parties." Recitals A. Client has indicated a desire to enter into a contractual relationship with Administrator in order to procure the administration of prescription drug benefits to Client's Members (defined below) by Client's execution of this Agreement (defined below), including without limitation the Client application attached to this Agreement and incorporated herein by reference as Exhibit A (the "Client Application"); B. This Agreement shall replace and supersede any previous administrative services agreement between the Parties in its entirety. Any such previous administrative services agreement shall terminate as of the Effective Date, and this Agreement shall control as the sole Administrative Services Agreement in full force and effect hereafter. C. Administrator desires to administer the prescription drug benefits specified in Client's Plan described herein in a ministerial capacity, subject to all the terms and conditions thereof; and D. Administrator has entered into an agreement with an independent, third -party pharmacy benefit manager, Express Scripts, Inc. (hereinafter referred to as "PBM" or "ESI"), for the purpose of being able to provide a network of pharmacies and related pharmacy benefit management programs and services for utilization by Client and its Members as administered through Administrator working in conjunction with Client, all as more fully provided for in this Agreement. Agreement NOW, THEREFORE in consideration of the mutual covenants, duties and obligations made by the Parties herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: ARTICLE I — CERTAIN DEFINITIONS A. The initially capitalized terms below in this Section A of Article I shall have the following meanings when used in this Agreement. In addition, there are other initially capitalized terms that are defined in other parts of this Agreement and such terms shall have the meanings ascribed to them in such other parts of this Agreement whenever they are used in this Agreement. "340B Claim" means (i) Prescription Drug Claims submitted by 340B contracted pharmacies that adjudicate at a 340B price or are submitted with a submission clarification code of "20" or such equivalent codes for such Participating Pharmacies under the applicable NCPDP format (or any successor format); (ii) Prescription Drug Claims submitted by a 340B covered entity -owned or 340B contracted pharmacies which are categorized as Type 39 (or such equivalent codes) in the NCPDP DataQ database or otherwise identified as a 340B Claim by the dispensing pharmacy; or (iii) Prescription Drug Claims identified as a 340B Claim by a third party administrator. "Administrator Intellectual Property" means (i) all software, software platforms, interfaces, codes, and algorithms thereof used by Administrator in connection with the Services; (ii) all Databases; (iii) all Re- identified Data; (iv) all Materials; (v) all Confidential Information of Administrator; (vi) Administrator's name, trademarks, service marks, and logo(s), together with all goodwill associated therewith; and (vii) any and all non -Client data supplied to Administrator by its third party licensors or otherwise acquired by Administrator. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS