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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Section 4.01. RIGHTWAY Compensation. Client will pay Administrative Fees, Additional Fees, and Ancillary Service Fees to RIGHTWAY as compensation for the Services provided by RIGHTWAY pursuant to Exhibit 3 (Administrative Services Fee Schedule (collectively "Fees"). In addition to the Fees specified in Exhibit 3 (Administrative Services Fee Schedule), Client shall also pay RIGHTWAY any additional fee that is authorized by a provision elsewhere in this Agreement or is otherwise agreed to by the parties in writing. Section 4.02. Payments to RIGHTWAY. RIGHTWAY shall invoice Client for Fees, Claim amounts, Taxes, and any other applicable charge or fee pursuant to the terms of this Agreement within five (5) days after the end of each invoice cycle. Claim amounts and Taxes shall generally be billed twice a month and other Fees once monthly. Annual, quarterly, or monthly Fees or other Service charges may be charged in advance, upon mutual written agreement. RIGHTWAY will invoice Client for Claims at the amount RIGHTWAY pays for those Claims. Client shall pay the full amount of Fees, Claims, Taxes and other charges included in the invoice within five (5) Business Days of receipt of an invoice to the bank account(s) designated by RIGHTWAY. In the event Client has questions regarding any amounts included on the invoice, Client still shall be obligated to wire the full amount due on the invoice within the time period set forth herein, and then the parties shall work together in good faith to resolve any such questions. Client shall have no right to offset disputed amounts or amounts due or allegedly due from RIGHTWAY from such payment, except as previously approved in writing by RIGHTWAY. RIGHTWAY reserves the right to audit Client's eligibility and data from time to time against the enrollment data maintained by RIGHTWAY. In addition to RIGHTWAY's general audit rights, if Client's monthly payment fluctuates on the enrollment count by fifteen percent (15%) or more, RIGHTWAY may require a full Eligibility File and enrollment file to conduct a full audit. (a) Payment Methodology. The parties will cooperate in good faith to establish a mutually agreed upon methodology for ACH transfers related to payments as identified by Client during implementation of the Services hereunder where either Client or RIGHTWAY will initiate ACH transfers from Client's Account to RIGHTWAY when due. Client shall be solely responsible for depositing funds and verifying that the account has sufficient funds to pay all Fees invoiced by RIGHTWAY. (b) RIGHTWAY as Intermediary. RIGHTWAY is not required to render payments to Participating Pharmacies or Eligible Persons for Claims unless and until RIGHTWAY has received payment for the Claims from Client. In the event payment is rendered to Participating Pharmacies and/or Eligible Persons prior to receipt of Claims payment from Client, such payments shall not constitute a waiver of any of RIGHTWAY's remedies with respect to non-payment and shall not establish a course of dealing between RIGHTWAY and Client. (c) Pre -Fund Deposit. In the event Client is past due on 2 consecutive Claim invoices and upon request by RIGHTWAY, Client shall advance to RIGHTWAY an initial deposit amount to be paid by Client in the amount equal to the expected average Claims amount for a four (4) week period ("Initial Pre -Fund Deposit Amount"). RIGHTWAY will notify Client of the Initial Pre -Fund Deposit Amount. Client shall remit the Initial Pre -Fund Deposit Amount to the bank account designated by RIGHTWAY no later than two (2) weeks after request. Quarterly and as otherwise deemed appropriate by RIGHTWAY, RIGHTWAY may review and recalculate the Initial Pre -Fund Deposit Amount to maintain a deposit in the amount equal to the current average Claims for a four (4) week period, and RIGHTWAY will provide Client with advance written notice of the modified Initial Pre -Fund Deposit Amount ("Modified Pre -Fund Deposit Amount"). In the event Client's Modified Pre -Fund Deposit Amount is greater than the Initial Pre -Fund Deposit Amount, Client shall remit the difference to the bank account 5 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.