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Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 <br />MISSOURI TPA REGULATORY ADDENDUM <br />With respect to the following provisions required by the State of Missouri, "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 Missouri <br />Statutes §§ 376.1077, et seq. 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 Agreement. <br />This Addendum applies to the extent Eligible Person(s) reside in the State of Missouri and Insurer is an <br />"insurer" as defined in Mo. Rev. Stat. § 376.1075(6). <br />2. General. In the event of a direct conflict between this Addendum and the Agreement, the applicable <br />provisions of this Addendum shall control if required. Absent such direct conflict, the terms and conditions <br />of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Addendum <br />shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to <br />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. Mo. Rev. Stat. § 376.1083. <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. Mo. Rev. Stat. § 376.1077(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. Mo. Rev. Stat. § 376.1082(l). <br />4.3 Missouri Insurance Director Access. Administrator acknowledges that Missouri Statutes <br />§ 376.1082(2) provides that "[t]he director shall have access to books and records maintained by an Ad- <br />ministrator for the purposes of examination, audit and inspection. Any trade secrets contained in such <br />books and records, including the identity and addresses of policyholders and certificate holders, shall be <br />kept confidential, except that the commissioner may use such information in any proceeding instituted <br />against the administrator. Examinations shall be conducted pursuant to applicable sections of 374.160, <br />374.162, 374.190, 374.202 to 374.207 and 374.220." <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. Mo. Rev. Stat. § <br />376.1082(3). <br />131 <br />This document is CONFIDENTIAL AND PROPRIETARY to RIGHWAY Healthcare, Inc. and may not be reproduced, <br />transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc. <br />