|
Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266
<br />Eligible Person's diabetes status and work with both Eligible Person and Eligible Person's physician to
<br />determine if medication adjustment is needed.
<br />(d) Additional Services. In the event that Client requests RIGHTWAY to provide
<br />services other than those described herein including, but not limited to, special research projects, reports,
<br />consultative services (e.g., HIPAA compliance consultation), RIGHTWAY system changes to
<br />accommodate changes in Client's pharmacy program or system, or other tasks to be specifically performed
<br />for or on behalf of Client, Client shall pay to RIGHTWAY an additional charge as set forth in Exhibit 3
<br />(Administrative Services Fee Schedule) or as otherwise mutually agreed upon by the parties in writing
<br />before the services are provided.
<br />Section 11. Rebate Contracting and Administration. Client authorizes RIGHTWAY to contract for
<br />Rebates for the Plan. Client agrees that during the Term of this Agreement, Client will not directly or
<br />indirectly negotiate, contract, or enter into any agreement with any Manufacturer, pharmaceutical
<br />company, or any other third party, for the purpose of obtaining Rebates or other discounts related to
<br />the drug utilization of Eligible Persons, including, but not limited to, the use of over the counter products.
<br />Client represents and warrants that, as of the Effective Date, it does not have any direct or indirect
<br />agreements, arrangements, and/or contracts with any Manufacturer, pharmaceutical company or other
<br />third party related to any Rebates or discounts relevant to the pharmacy benefits provided under the
<br />Plan. Client acknowledges that Rebates are intended to be paid only once by Manufacturers on Covered
<br />Product utilization and agrees not to participate in any other formulary, Rebate or discount program related
<br />to Covered Product utilization by Eligible Persons in connection with this Agreement. Client acknowledges
<br />and agrees that a breach of this section shall be deemed a Material Breach of this Agreement, including but
<br />not limited to if any Manufacturer's audit reveals that Client has submitted Covered Product utilization in
<br />a duplicitous manner to Manufacturers for purposes of Rebates or calculating Rebates, in which case, Client
<br />shall be solely responsible for the reimbursement of any Rebates improperly made based on such utilization,
<br />RIGHTWAY may terminate Client's participation in the Rebate program, and RIGHTWAY may pursue
<br />any additional rights and remedies it has under Law and/or this Agreement.
<br />Section 12. Transparency Disclosures. RIGHTWAY acknowledges that under the Transparency
<br />Regulations published by the Department of Labor, Health and Human Services and the Internal Revenue
<br />Service, as well as under the Consolidated Appropriations Act of 2021 and implementing regulations
<br />thereunder (collectively, the "Transparency Rules"), Client is responsible for various employee
<br />disclosures, public disclosures and government reporting or attestations on various components of its
<br />benefit coverages, including, but not limited to, negotiated rates, rebates, drug pricing, quality data, claims
<br />information (including service codes), fees and other similar plan information, which list of information
<br />may be clarified and/or expanded pursuant to future regulatory guidance. RIGHTWAY agrees that to the
<br />extent Client determines, in its reasonable discretion, that with respect to the Services provided by
<br />RIGHTWAY hereunder the Transparency Rules require RIGHTWAY to provide any such disclosure or
<br />transfer of information to Client to comply with the Transparency Rules, RIGHTWAY will cooperate with
<br />such request and provide such information in the time, form and manner reasonably requested by Client.
<br />RIGHTWAY understands and acknowledges that a failure to materially comply with the provisions
<br />hereunder will constitute a breach of contract and Client shall have the right to terminate the Agreement,
<br />report RIGHTWAY to the government, or take such other actions that Client determines, in its reasonable
<br />discretion, are required to allow Client to comply with the Transparency Rules.
<br />34
<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 />
|