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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />designated by RIGHTWAY within fifteen (15) days of receipt of the written notice. In the event Client's
<br />Modified Pre -Fund Deposit Amount is less than the Initial Pre -Fund Deposit Amount, RIGHTWAY will
<br />credit Client the decreased amount on the Client's invoice within fifteen (15) days. RIGHTWAY may use
<br />deposit amounts to make payments due pursuant to this Agreement. RIGHTWAY may retain deposit
<br />amounts until all amounts due under the Agreement have been paid in full, in accordance with the terms
<br />hereunder.
<br />(d) Not Plan Assets. Client acknowledges and agrees that Client, Plan, and Eligible
<br />Persons do not have a property interest in any amounts paid to and/or retained by RIGHTWAY under or in
<br />connection with this Agreement and no such amounts are assets of the Client, Plan, and/or Eligible Persons.
<br />Section 4.03. Failure to Make Funds Available.
<br />(a) Collections; Interest. In the event Client fails to pay any amount due under this
<br />Agreement as set forth herein, in addition to all other rights and remedies under this Agreement and at Law
<br />and in equity: (i) payments not received in accordance with this Article W shall accrue interest on any past
<br />due amounts at a rate equal to the greater of Prime Rate or 6% per annum (or, if less, the highest rate allowed
<br />by Law) on the amount due until paid/credited in full by Client, and Client shall be responsible for all costs
<br />and expenses of collection by RIGHTWAY, including reasonable attorneys' fees; and (ii) RIGHTWAY
<br />may offset the amount of such payment defaults, interest, and collection costs against any Client related
<br />amounts otherwise payable to Client (e.g., Rebates, deposits).
<br />(b) Suspension of Performance. RIGHTWAY may use commercially reasonable
<br />efforts in working with Client to address Client's failure to make funds available to pay Fees including, at
<br />RIGHTWAY's own discretion, retention of Rebate payments or other monies owed by RIGHTWAY to
<br />Client. In addition to and notwithstanding any other term of this Agreement, in the event that Client fails
<br />to make any payments due hereunder by the due date of such payment, RIGHTWAY may, after the
<br />provision of five (5) Business Days prior written notice to Client, suspend performance of its obligations
<br />under this Agreement without being liable to Client or any Eligible Person. Suspension of performance by
<br />RIGHTWAY shall not constitute termination of this Agreement. The exercise of this right will not preclude
<br />RIGHTWAY from seeking any other remedy available under this Agreement or at Law or equity.
<br />Section 4.04 Taxes and Assessments. The Client is responsible for local, state, and federal surcharges,
<br />assessments, or similar Taxes imposed by governmental entities or agencies on Client, Plan, or
<br />RIGHTWAY in connection with Services provided hereunder, including the funding, remittance, and
<br />determination of the amount due. In the event that the reimbursement of any benefits to Eligible Persons
<br />in connection with this Agreement is subject to Plan or employer -based tax reporting requirements, Client
<br />agrees to comply with such requirements. In the event that any Taxes are assessed against RIGHTWAY
<br />or its subcontractor as a claim service provider in connection with RIGHTWAY's Services under this
<br />Agreement, Client will reimburse RIGHTWAY for Client's proportionate share of such Taxes (but not
<br />Taxes on RIGHTWAY's net income, payroll, sales, use, gross receipts, real estate, and personal property).
<br />Section 4.05. Payments to Client.
<br />(a) Rebates, AWP Discount Guarantee, Dispensing Fee Guarantee reconciliations,
<br />and Minimum Rebate Guarantee reconciliations shall be paid by RIGHTWAY to Client as set forth in
<br />Exhibit 4 (Pharmacy Pricing and Rebates).
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<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.
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