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Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 <br />MISSISSIPPI TPA REGULATORY ADDENDUM <br />With respect to the following provisions required by the State of Mississippi, "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 Miss. Code <br />Ann. § 83-18-5(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 Mississippi and Insurer is an "insurer" as <br />defined by Miss. Code Ann. § 83-18-1(e). <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 only use such advertising pertaining to the business underwritten <br />by Insurer as has been approved in writing by Insurer in advance of its use. Miss. Code Ann. § 83-18-11. <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. Miss. Code Ann. § 83-18-5(1). <br />4.2 Maintenance. For a period of not less than five (5) years from the date of their creation, <br />Administrator shall maintain and make available to Insurer complete books and records of all transactions <br />performed on behalf of Insurer. The books and records shall be maintained in accordance with prudent <br />standards of insurance record keeping. Miss. Code Ann. § 83-18-9(1). <br />4.3 Mississippi Insurance Commissioner Access. Administrator acknowledges that Miss. <br />Code Ann. § 83-18-9(2) provides that "[t]he commissioner shall have access to books and records main- <br />tained by an administrator for the purposes of examination, audit and inspection. Any trade secrets con- <br />tained in such books and records, including the identity and addresses of policyholders and certificate hold- <br />ers, shall be kept confidential, except that the commissioner may use such information in any proceeding <br />instituted against the administrator." <br />4.4 Administrator Access. Administrator shall retain the right to continuing access to any <br />books and records owned by Insurer that were generated by Administrator and pertain to Insurer to permit <br />Administrator to fulfill all of its contractual obligations to Eligible Persons and Insurer. Miss. Code Ann. <br />§ 83-18-9(3). <br />128 <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 />