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Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 <br />NORTH CAROLINA TPA REGULATORY ADDENDUM <br />With respect to the following provisions required by the State of North Carolina, "Administrator" shall <br />mean 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 N.C. Gen. <br />Stat. §§ 58-56-6, et seq. This Addendum applies to the extent Eligible Person(s) reside in the State of North <br />Carolina, Insurer is an "insurer" as defined in N.C. Gen. Stat. § 58-56-2(4), such requirements are applicable <br />to the services provided by Administrator under the Agreement and such requirements are not already ad- <br />dressed in the Agreement. <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. Written Agreement Necessary. Administrator may not act in the capacity of third party admin- <br />istrator to Insurer until this Agreement is in place. The written agreement shall be retained as part of the <br />official records of both Insurer and Administrator for the duration of the agreement and for five years there- <br />after. N.C. Gen. Stat. § 58-56-6(a). <br />4. Termination. Insurer or Administrator may, with written notice, terminate the Agreement for <br />cause as provided in the Agreement. Insurer must fulfill any lawful obligations with respect to policies <br />affected by the Agreement, regardless of any dispute between Insurer and Administrator. N.C. Gen. Stat. <br />§ 58-56-6(c). <br />5. Payment to Administrator. The Parties agree that Administrator will not collect any premiums or <br />charges for insurance paid by or on behalf of any Eligible Person for Insurer. The payment of return pre- <br />miums or Claim payments forwarded by Insurer to Administrator, if any, is not considered payment to <br />Eligible Person or claimant until the payments are received by the Eligible Person or claimant. This section <br />does not limit any right of Insurer against Administrator resulting from the failure of Administrator to make <br />payments to Insurer, claimants, or Eligible Persons. N.C. Gen. Stat. § 58-56-11. <br />6. Delivery of Materials to Eligible Persons. Any policies, certificates, booklets, termination no- <br />tices, and other written communications delivered by Insurer to Administrator for delivery to Eligible Per- <br />sons shall be delivered by Administrator promptly after receipt of instructions from Insurer to deliver <br />them. N.C. Gen. Stat. § 58-56-46. <br />7. Maintenance of Records. <br />7.1 Administrator shall maintain and make available to Insurer complete books and records of <br />all transactions performed on behalf of Insurer. The books and records shall be maintained in accordance <br />with prudent standards of insurance record keeping and must be maintained for a period of at least five <br />years after the date of their creation. N.C. Gen. Stat. § 58-56-16(a). <br />7.2 The Commissioner of the North Carolina Department of Insurance shall have access to <br />books and records maintained by Administrator for the purposes of examination, audit, and inspection. The <br />143 <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 />