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Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 <br />LOUISIANA TPA REGULATORY ADDENDUM <br />With respect to the following provisions required by the State of Louisiana, "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 terms mandated by Louisiana <br />Revised Statutes § 22:1642(A) to the extent such requirements are applicable to the services provided by <br />Administrator under the Agreement, and such requirements are not already addressed in the Agree- <br />ment. This Addendum applies to the extent Eligible Person(s) reside in the State of Louisiana and Insurer <br />is an "insurer" as defined in Louisiana Revised Statutes § 22:1641. <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 that has been approved in writing by Insurer in advance of use. Louisiana Rev. Stat. § 22:1645. <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. Louisiana Rev. Stat. § 22:1642(A). <br />4.2. Maintenance. For a period of not less than five (5) years from the date of their creation, <br />Administrator shall maintain complete books and records of all transactions performed on behalf of Insurer <br />in accordance with prudent standards of insurance recordkeeping. Louisiana Rev. Stat. § 22:1644(A). In <br />the event the Agreement is cancelled, notwithstanding any other provisions of the Agreement or this Ad- <br />dendum, Administrator, in its sole discretion, may transfer all records to Insurer or a succeeding adminis- <br />trator selected by Insurer and licensed in Louisiana, rather than retain them for five (5) years. In the event <br />of a cancellation under this subsection, the succeeding administrator or Insurer shall acknowledge and <br />agree, in writing, that the administrator or Insurer shall be responsible for retaining the records of Admin- <br />istrator as required herein. Louisiana Rev. Stat. § 22:1644(D). <br />4.3. Louisiana Insurance Commissioner Access. Administrator acknowledges that Louisiana <br />Revised Statutes § 22:1644(B) provides that "[t]he commissioner shall have access to books and records <br />maintained by an administrator for the purposes of examination, audit, and inspection. Any trade secrets <br />contained in such books and records, including the identity and addresses of policyholders and certificate <br />holders, shall be kept confidential, except that the commissioner may use such information in any proceed- <br />ing instituted against the administrator." <br />4.4 Administrator Access. To the extent the Agreement provides that Insurer owns any records <br />generated by Administrator pertaining to Insurer, Administrator shall retain the right of continuing access <br />121 <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 />