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Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 <br />PENNSYLVANIA TPA REGULATORY ADDENDUM <br />With respect to the following provisions required by the State of Pennsylvania, "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 by 40 Pennsylvania Consolidated Statutes § 324.5, to <br />the extent such requirements are applicable to the services provided by Administrator under the Agreement <br />and such requirements are not already addressed in the Agreement. This Addendum applies to the extent <br />Eligible Person(s) reside in the State of Pennsylvania and Insurer is an entity providing a "benefit plan" as <br />defined in Pennsylvania Consolidated Statutes Section 324.2. <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. Claims Payment. The Parties agree that Administrator will not collect any premiums or charges <br />for benefit coverage by or on behalf of Eligible Persons for Insurer. The payment of Claims by Insurer to <br />Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments <br />are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against <br />Administrator resulting from its failure to make payments to Eligible Persons or claimants. 40 Pa. Cons. <br />Stat. § 324.6. <br />4. Record Retention. <br />4.1 The Agreement. Administrator and Insurer shall retain a copy of the Agreement as part of <br />their official records for the term of the Agreement and five (5) years thereafter. In the event a policy is <br />issued to a trust or trustees, Administrator shall provide a copy of the trust agreement and any amendments <br />thereto to the insurer, and shall retain a copy of the trust agreement, with amendments, as part of its official <br />records for the duration of the contract and for five (5) years thereafter. 40 Pa. Cons. Stat. § 324.5. <br />4.2 Maintenance. Administrator shall maintain for the term of the Agreement and five (5) <br />years from their date of creation, adequate books and records of all transactions between Administrator, <br />Insurer, and Eligible Persons. 40 Pa. Cons. Stat. § 324.7. <br />4.3 Insurer Access. Insurer retains the right to access to Administrator's books and records <br />sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any <br />restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and rec- <br />ords. 40 Pa. Cons. Stat. § 324.7. <br />4.4 Pennsylvania Insurance Commissioner Access. Administrator acknowledges that 40 Penn- <br />sylvania Consolidated Statutes § 324.7 provides that "[t]he commissioner shall have access to all books and <br />records which are the property of administrators required to be maintained by this act for the purpose of <br />examination, audit, inspection and investigation. Books and records, the property of bona fide employee <br />156 <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 />