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A TRUE COPY
<br />CERT WICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLBRK
<br />(c) Upon termination of this Agreement, RIGHTWAY may, at Client's request,
<br />provide mutually agreed upon post -termination services at mutually agreed upon rates.
<br />(d) Upon termination of this Agreement RIGHTWAY will, at Client's request,
<br />provide Specialty Pharmacy Eligible Person information, open Mail Order Pharmacy order file, Prior
<br />Authorization file, and claims history files in NCPDP format (12 months) in a mutually agreed upon format,
<br />which will include the scrubbing of RIGHTWAY's Confidential Information to Client's new pharmacy
<br />benefit manager or any other third party at no cost to Client.
<br />ARTICLE VI
<br />LIMITED WARRANTY, INSURANCE, LIABILITY, INDEMNIFICATION
<br />Section 6.01. Limited Warranty. RIGHTWAY will perform the Services described in this Agreement
<br />in accordance with the practices and standards generally established and accepted in the pharmacy benefits
<br />management industry. Except as expressly set forth herein, RIGHTWAY makes no representation or
<br />warranty of any kind whatsoever, express or implied, and expressly disclaims any and all such warranties,
<br />including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose,
<br />and non -infringement and implied warranties arising from course of dealing or course of performance.
<br />Section 6.02. Role of the Parties. RIGHTWAY does not underwrite or insure any liability of Client in
<br />connection with its prescription drug benefits, and Client retains the ultimate responsibility and final
<br />authority for its Plan. For purposes of applicable state and federal legislation, Client is, and shall be deemed,
<br />the Plan sponsor of any applicable prescription drug benefit. Nothing in this Agreement is intended by the
<br />parties, or shall be construed, to confer upon RIGHTWAY the status of a fiduciary of Client or any benefit
<br />plan maintained by Client as "Plan fiduciary" is defined under applicable Law, except as related to claims
<br />and appeals administration as provided in this Agreement.
<br />Section 6.03. Insurance. RIGHTWAY will maintain in full force and effect, at RIGHTWAY's own
<br />expense, insurance coverage to include: (a) Workers' Compensation insurance as required by the laws of
<br />the state in which the Services are to be performed and Employer's Liability insurance with minimum limits
<br />of $1,000,000; (b) Commercial General Liability insurance (including Products Completed Operations,
<br />Premises, Personal and Advertising Injury Liability) with minimum limits of $1,000,000 per occurrence
<br />and a $2,000,000 in the aggregate; (c) separate Professional and Cyber Liability insurance policies each
<br />with minimum limits of $1,000,000 per occurrence and $5,000,000 in the aggregate (which policy will
<br />provide coverage for network security, data privacy, and unauthorized use or access to personal
<br />information); and (d) Automobile Liability insurance with combined single minimum limits of $1,000,000
<br />per occurrence and in the aggregate, for bodily injury and property damage for all owned, non -owned and
<br />hired automobiles. The coverage will include (i) a stipulation that the policies are primary for all insured
<br />and contains a severability of interest clause; and (ii) for Commercial General Liability insurance and
<br />Workers Compensation insurance, a waiver of subrogation rights in favor of Client. Deductibles or retention
<br />for Workers' Compensation or Commercial General Liability will not exceed $5,000, and RIGHTWAY is
<br />responsible for all deductibles and self-insured retentions. Upon request, RIGHTWAY will provide a valid
<br />certificate of insurance evidencing that insurance is current and in full force and on the Commercial General
<br />Liability insurance, listing Client as an additional insured on a primary and noncontributory basis. All
<br />insurers will maintain an A.M. Best's Rating of A-, VIII or higher.
<br />Section 6.04. Limitation of Liability for Covered Products.
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<br />This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced,
<br />transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.
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