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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />?YAN L. BUTLER, CLERK <br />protective order or modification of any requested disclosure. The Receiving Party agrees to cooperate with <br />the Disclosing Party in any action by the Disclosing Party to obtain a protective order or other appropriate <br />remedy. If the Receiving Party is ultimately legally compelled to disclose such Confidential Information, <br />the Receiving Party shall disclose the minimum required pursuant to the court order or other legal <br />compulsion. Client's obligations as a Receiving Party under this Section 8.03(d)(ii) are subject to, and shall <br />be conducted in accordance with, applicable provisions of Florida Statutes 119.01-119.19. <br />(e) Authorization to Release Data to Client's Designated Third Party Service <br />Providers. Client hereby authorizes RIGHTWAY to disclose Confidential Information and other data, <br />including Claims, utilization, eligibility, and cost data to Client's designated health benefit plan(s) <br />consultants, auditors and third party service provider(s) (each a 'Client Service Provider") so that such <br />Client Service Provider may provide services to Client with regard to such Confidential Information. <br />Client acknowledges that any such disclosure shall be subject to the execution of a separate <br />confidentiality agreement by RIGHTWAY and Client Service Provider, which shall govern the disclosure <br />and use of such Confidential Information as between RIGHTWAY and Client Service Provider. Client <br />authorizes RIGHTWAY to provide Confidential Information to such Client Service Provider for whatever <br />time periods RIGHTWAY holds the Confidential Information and other data or until Client revokes this <br />authorization in writing in accordance with the notice provision of this Agreement. Client acknowledges <br />and agrees that to the extent any data disclosed to a Client Service Provider includes Eligible Person <br />information, including PHI, such Eligible Person information shall be disclosed by RIGHTWAY on <br />behalf of Client and subject to the Business Associate Agreement between Client and Client Service <br />Provider, to the extent required by HIPAA. Client acknowledges that e a c h Client Service Provider is <br />not a downstream business associate of RIGHTWAY for any purpose in connection with any such <br />disclosure of data or Confidential Information. Client agrees that RIGHTWAY and its subsidiaries and <br />affiliates, and each of their respective officers, directors, employees and agents are entitled to rely on <br />Client's verbal and written directions when disclosing information (including Confidential <br />Information) to any Client Service Provider at the request of Client. Client is solely responsible for <br />ensuring each Client Service Provider has entered an appropriate business associate agreement or other <br />confidentiality agreement with Client to protect such information. RIGHTWAY will have no liability <br />arising, in whole or in part, from: (i) the rekae of Confidential Information or PHI by RIGHTWAY to <br />a Client Service Provider pursuant to Client's direction; or (ii) the use or subsequent release of <br />Confidential Information or PHI by Client Service Provider or Client. <br />(f) Injunctive Relief. Each party acknowledges that a breach or threatened breach of <br />this section of this Agreement may cause immediate and irreparable harm to the Disclosing Party. To protect <br />against such harm, the Disclosing Party may seek from a court of competent jurisdiction the issuance of a <br />restraining order or injunction to prohibit any threatened disclosure or misuse of the Disclosing Party's <br />Confidential Information. Such an action for a restraining order or injunction is in addition to and does not <br />limit all other remedies provided by Law or in equity or by agreement between the Parties. <br />(g) Ownership of Information. All Confidential Information is and shall remain the <br />property of the Disclosing Party. Disclosure of Confidential Information by the Disclosing Party to the <br />Receiving Party does not grant to the Receiving Party any express or implied right to the Disclosing Party's <br />Confidential Information. <br />Section 8.04. Transparency. Upon Client's request and consistent with RIGHTWAY's transparent <br />business model, RIGHTWAY will share with Client: (a) sources of revenue as they relate to the Client's <br />contract, and (b) the pricing structure for pharmacy benefit management Services including rebate structure <br />and administrative fees; provided Client acknowledges and agrees that information shared with Client <br />pursuant to this section is RIGHTWAY's Confidential Information. <br />16 <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 />