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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RY,"S4 L. BUTLER, CLERK
<br />the avoidance of doubt, Auditor shall not be entitled to audit RIGHTWAY's vendors, Manufacturers,
<br />Rebate Aggregator, pharmacies, or other providers of Services hereunder, however, Auditor will be
<br />provided access to relevant business records (e.g. rate sheets, contract provision excerpts, policies and
<br />procedures, invoices, etc.) reasonably necessary to conduct the audit. Any release to the other party of
<br />records, deliverables, data and other information reviewed during such audit, whether electronically or in
<br />any other mutually agreeable format, will be in accordance with the terms of this Agreement and applicable
<br />Law. Notwithstanding the foregoing, RIGHTWAY acknowledges that certain Laws will govern audits
<br />conducted by regulatory agencies with jurisdiction over Client's Plan.
<br />(c) Audit Findings. Client or Auditor will provide RIGHTWAY with a copy of the
<br />audit report. If the audit report reveals a discrepancy, then Client or Auditor shall provide RIGHTWAY
<br />with reasonable detail for the basis of such discrepancy and identify the version of the files/data exchanged
<br />that are the basis for the finding (including the date the file/data was provided). In the event RIGHTWAY
<br />objects to the audit findings, the parties shall use reasonable efforts to resolve any discrepancies, and such
<br />resolution agreed to by the parties shall be final, binding, and conclusive upon the parties. If Client fails to
<br />dispute RIGHTWAY's objection within thirty (30) days of receipt of the notice of objection, Client shall
<br />be deemed to have accepted RIGHTWAY's objection and the audit findings as resolved per the objection
<br />shall be final, binding, and conclusive upon the parties. If a discrepancy reveals that a party owes the other
<br />party money, the party owing such amounts shall pay the amounts due to the other party within thirty
<br />(30) days of the delivery of the conclusive audit findings. For avoidance of doubt, no information in Section
<br />8.01 is intended to prevent Client from conducting their own internal audits of their Claims as the Plan
<br />Administrator.
<br />Section 8.02. Use and Disclosure of Protected Health Information. The parties' obligations with
<br />respect to the use and disclosure of PHI are outlined in the Business Associate Agreement attached hereto
<br />as Exhibit 7 (Business Associate Agreement). During and after the Term of this Agreement, RIGHTWAY
<br />may de -identify, use, reproduce, disclose, and/or adapt information obtained, generated, or derived in
<br />connection with this Agreement, including Claims data information, eligibility information, medical data,
<br />and other health data, for research, profiling, benchmarking (including to enable RIGHTWAY to compare
<br />against other drug population sets), trends, cost, other internal analyses and comparisons, clinical, safety,
<br />and/or other business purposes of RIGHTWAY to improve programs and Services for Client and/or other
<br />RIGHTWAY customers or future customers, in all cases subject to applicable Law (including HIPAA).
<br />RIGHTWAY shall retain full ownership rights over all resultant data. Notwithstanding anything else in this
<br />Agreement, RIGHTWAY will not sell any Protected Health Information to any third party.
<br />Section 8.03. Confidential Information.
<br />(a) Definition. "Confidential Information" means non-public information, in any
<br />form, medium, or format that a party disclosing the information (a "Disclosing Party") discloses to another
<br />party hereunder (a "Receiving Party") unless the Disclosing Party expressly designates such information
<br />as not being confidential. Confidential Information includes, without limitation: (i) financial, customer,
<br />product, technical, and business information, including, but not limited to, financial statements, strategic
<br />plans, intellectual property, customer lists and other customer information, marketing plans, business plans,
<br />product plans, software, forms, processes, strategies, service methods, personnel information, trade secrets,
<br />pricing and know-how and (ii) any confidential information of a third party used by, held by, or otherwise
<br />in the possession of a party.
<br />(b) Protection of Confidential Information. RIGHTWAY and Client shall not
<br />disclose or make use of any Confidential Information except as permitted under this Agreement without
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<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.
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