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Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 <br />IDAHO TPA REGULATORY ADDENDUM <br />With respect to the following provisions required by the State of Idaho, "Administrator" shall mean <br />RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. <br />Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: <br />1. Applicability. This Addendum is required in order to include the provisions required by Idaho <br />Code § 41-902(1) to the extent such requirements are applicable to the services provided by Administrator <br />under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum <br />applies to the extent Eligible Person(s) reside in the State of Idaho and Insurer is an "insurer" as defined in <br />Idaho Code § 41-901(7). <br />2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- <br />ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- <br />ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- <br />dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from <br />time to time pursuant to the Agreement. <br />3. Advertising. Administrator may use only such advertising pertaining to the business underwritten <br />by Insurer as has been approved by Insurer in advance of its use. Prior to approving the use of advertising <br />by Administrator, Insurer shall first file the advertising with the director of insurance along with a certifi- <br />cation in a form prescribed by the director that the advertising complies with Idaho law. Idaho Code § 41- <br />905. <br />4. Record Retention. <br />4.1. The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda <br />or amendments thereto, including this Addendum, as part of their respective official records during the term <br />of the Agreement and for at least five (5) years thereafter. Idaho Code § 41-902(l). <br />4.2. Maintenance. Administrator shall maintain at its principal administrative office adequate <br />books and records of all transactions performed on behalf of Insurer for not less than five (5) years from <br />the date of their creation. Such books and records shall be maintained in accordance with prudent standards <br />of insurance recordkeeping. Idaho Code § 41-904(1). In the event Insurer and Administrator cancel the <br />Agreement, notwithstanding the foregoing, Administrator may, by written agreement with Insurer, transfer <br />all records to Insurer or a succeeding administrator selected by Insurer, rather than retain them for five (5) <br />years. In the event of a cancellation under this subsection, the succeeding administrator or Insurer shall <br />acknowledge and agree, in writing, that the administrator or Insurer shall be responsible for retaining the <br />records of Administrator as required herein. Idaho Code § 41-904(4). <br />4.3. Idaho Director of Insurance Access. Administrator acknowledges that Idaho Code § 41- <br />904(2) provides that "[t]he director shall have access to books and records maintained by [the Administra- <br />tor] for the purposes of examination, audit, and inspection." <br />4.4. Insurer Access. Administrator acknowledges that Idaho Code § 41-904(3) provides that <br />"[t]he insurer shall own the records generated by the administrator pertaining to the insurer; however, the <br />administrator shall retain the right to continuing access to books and records to permit the administrator to <br />106 <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. <br />