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A TRUE COPY CER-1TIF ICATION ON LAST PAGE RYAN L. BUTLER, CLERK Section 7.02. Change in Law. In the event of any change in Law, including any judicial or administrative interpretation thereof, which materially alters the rights, duties, obligations or cost of performance of either party under this Agreement, the parties will work in good faith toward mutually acceptable modifications of this Agreement, which may include, but are not limited to, changes in benefit design and drug coverage. To the extent that these modifications agreed to by the parties vary the cost of performance, the parties will negotiate in good faith toward the adjustment of the administrative charges to reflect this variation. If Client and RIGHTWAY have worked in good faith, but are unable to agree upon mutually acceptable modifications, then either Client or RIGHTWAY may terminate this Agreement upon not less than sixty (60) days' prior written notice. Section 7.03. Regulatory Addenda. The parties acknowledge and agree that with respect to certain lines of business and/or types of plans, programs, and/or products, additional and/or different regulatory provisions may be required under this Agreement. The parties agree to those additional and/or different regulatory provisions applicable hereunder as set forth in Exhibit 6 (Regulatory Addenda), each of which is incorporated into the Agreement by this reference (the "Regulatory Addenda"). Upon written notice, the Regulatory Addenda may be modified from time to time by RIGHTWAY for compliance with Law. In the event of a conflict between the applicable regulatory requirements contained in Exhibit 6 (Regulatory Addenda) and the remainder of this Agreement, the applicable provisions of the regulatory requirements contained in Exhibit 6 (Regul�tyAddenda) shall control if and to the extent required by Law. ARTICLE VIII RECORDS; CONFIDENTIALITY Section 8.01. Maintenance of Records; Audits. (a) Records. RIGHTWAY will keep records relating to the Services it provides under this Agreement for as long as RIGHTWAY is required to do so by applicable Law. RIGHTWAY's retention and destruction policies shall conform to all applicable Laws, including but not limited to HIPAA. (b) Client Audit. Once each Contract Year during the Term of this Agreement and within one (1) year post -termination, Client may audit RIGHTWAY's business records in RIGHTWAY's possession that directly relate to RIGHTWAY's compliance with this Agreement with respect to the Services and billings made to Client. Client shall provide RIGHTWAY written notice of its intent to audit at least thirty (30) days prior to commencement of the audit, which such notice shall be sent to Client's designated account manager with a copy to PBMClientAudit@rightwayhealthcare.com. The notice shall provide sufficient detail regarding the intended scope of the audit, auditor contact information, time period being audited, list of requested RIGHTWAY deliverables (including data), and audit project plan. Such audit shall be limited to the transactions occurring during the Term of this Agreement over the twelve (12) month period immediately preceding such audit or in the event of a guarantee audit the most recently completed Contract Year and shall not occur during RIGHTWAY's designated black -out period. In RIGHTWAY's sole discretion, Client's audit of RIGHTWAY may be conducted at RIGHTWAY's headquarters during normal business hours or offsite with RIGHTWAY support provided during normal business hours. RIGHTWAY will provide deliverables, data and other information via an agreed upon secure electronic method (e.g., email, data room, FTP site). Audits shall be conducted without undue interference to RIGHTWAY's business activity, in observance of RIGHTWAY's client audit policy, which will be provided upon request, and at Client's own cost and expense. Client will designate an independent external auditor i.e. "Auditor" to conduct or assist with the audit that does not have a conflict of interest with RIGHTWAY and/or is not otherwise prohibited by RIGHTWAY. Auditor shall execute RIGHTWAY's standard non -disclosure agreement prior to disclosure of any confidential information. For 13 This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.