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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK to resolve complaints by Eligible Persons, except to the extent that RIGHTWAY provides such Services under this Agreement. RIGHTWAY and Client acknowledge and agree that RIGHTWAY shall not be delegated discretionary authority or responsibility, or exercise discretionary authority or control, with respect to the Plan or its administration, except as related to claims and appeals administration as provided in this Agreement. The Client represents and warrants that the Plan has the authority to pay fees due under this Agreement. RIGHTWAY will have no final discretionary authority over or responsibility for the administration of the Plans, except as related to claims and appeals administration as provided in this Agreement. Further, RIGHTWAY will have no responsibility for (i) any funding of Covered Products; (ii) any insurance coverage relating to Client, the Plans, or the Eligible Persons; or (iii) the nature or quality of professional health services rendered to Eligible Persons. Section 3.07. Exclusivity. During the Term of this Agreement, Client agrees that RIGHTWAY shall be the exclusive provider to the enrolled Plans of the Client of the Services set forth in this Agreement. Client acknowledges and agrees that it will not provide, directly or indirectly, or engage any pharmacy benefit manager or other third party, to provide to Client or Plan any Service that RIGHTWAY provides to Client or Plan, or that is similar to one of the Services provided by RIGHTWAY, including without limitation, retail pharmacy network contracting, pharmacy claim's processing, mail and specialty pharmacy services, and formulary and rebate administration services. Client acknowledges and agrees that a breach of this section shall be deemed a Material Breach of this Agreement and shall entitle RIGHTWAY to modify pricing terms of this Agreement. (a) Specific exclusions from Exclusivity. CanaRx Program. Beginning on October 1, 2025 until the date of written notice to RIGHTWAY, Client will be retaining CanaRx for drug importation services (i.e. international sourcing) independent of this Agreement, at no additional fee from RIGHTWAY provided that: i) ninety (90) days advance written notice is provided to RIGHTWAY in the event there are any changes to the program; and ii) any associated fees incurred by RIGHTWAY from a third party will be passed through to the Client. Upon RIGHTWAY's request, Client will provide RIGHTWAY a list of Covered Products that are sourced through the CanaRx program. The CanaRx program contemplated in this Section 3.07(a) are not Services provided by RIGHTWAY under this Agreement and are excluded from the exclusivity requirements of this Section 3.07. Section 3.08. Review of Reports, Statements, and Invoices. Upon receipt from RIGHTWAY of reports, statements, and invoices by Client or its designee(s), Client shall be responsible for promptly reviewing and confirming that the reports, statements, and invoices are accurate and complete and for promptly notifying RIGHTWAY in writing of any errors or objections to such reports, statements, and/or invoices. Unless Client notifies RIGHTWAY in writing of any errors or objections within thirty (30) days from receipt of such report, statement, and/or invoice, all the information contained therein will be deemed accurate, complete, and acceptable to Client, and thereafter RIGHTWAY shall have the right to rely on all such information. This section does not supersede Client's audit rights as described in Section 8.01 (Maintenance of Records; Audits). Section 3.09. Escheat. Client is solely responsible for complying with all applicable abandoned property or escheat Laws, making any required payments, and filing any required reports. To assist the Plan in its determinations regarding escheat of unclaimed Claims payments, RIGHTWAY agrees to use commercially reasonable efforts to identify and report back to Client any Claims payments that have been issued by RIGHTWAY in the form of a check but which have remained outstanding and unclaimed (not presented for payment and paid by the payor bank) for a period longer than a mutually agreeable time period. ARTICLE IV COMPENSATION; CLAIMS BILLINGS AND PAYMENTS 4 This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.