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A TRUE COPY CERTIFICATION ON LEST PAGE RYAN L. BUTLER, CLERK (b) Amounts due to Client's Plan as a result of any audit (e.g., overpayments discovered through an audit, audit costs due under this Agreement, penalties incurred, etc.) shall become due thirty (30) days following the parties' agreement on final audit findings. (c) All other overpayments, remittances, credits, or other amounts payable to Client's Plan under this Agreement shall become due as specified in this Agreement, and if no time period is specified for payment of such amount, it shall be paid by RIGHTWAY to Client sixty (60) days after receipt of written notice from Client to RIGHTWAY. Section 4.06. Annual Increase in Administrative Fees and Service Fees. As provided in Exhibit 3 (Administrative Services Fee Schedule), at the completion of the Initial Term of the Agreement and each Renewal Term thereafter, RIGHTWAY may increase the amount of the Fees by the lessor of two percent (21/o) or the most recently published CPI. RIGHTWAY will provide Client notice of such increase at least ninety (90) days before the end of the then current Term. Section 4.07. Notice of Change in Fees. After the Initial Term or any Renewal Term for which administrative charges have been expressly set forth in this Agreement, beyond the annual increase outlined in Section 4.06 (Annual Increase in Administrative Fees and Service Fees), RIGHTWAY may change the Fees hereunder upon not less than ninety (90) days prior written notice to Client ("Change Notice"). If any revision in the Fees is not acceptable, then Client shall so notify RIGHTWAY in writing not less than sixty (60) days prior to the expiration of the ninety (90) day Change Notice period. In the event the parties cannot agree on the compensation adjustment on or before the expiration of the ninety (90) day Change Notice period, then Client may terminate this Agreement upon sixty (60) days written notice to RIGHTWAY, provided such termination shall not be effective until after the end of the ninety (90) day Change Notice period. Section 4.08. Implementation Credit. Client acknowledges that implementation credits, if any, specified in Exhibit 3 (Administrative Services Fee Schedule) are intended to reimburse Client for implementation costs incurred and are subject to the restrictions as described herein. Client is required to submit all implementation credit reimbursement requests to RIGHTWAY in the form of an invoice which details the implementation cost(s) incurred by Client. Invoices shall only be payable for direct implementation costs incurred by Client (i.e. Client shall not invoice RIGHTWAY for its own time and labor). Reimbursable implementation costs include but are not limited to: transfer file fees from previous pharmacy benefit manager, medical accumulator fees charged by medical provider or their third party designee, postage and printing costs for Eligible Person communications or identification cards. Invoices shall include no less than the following: (1) item for which reimbursement is requested; (2) vendor name; (3) copy of vendor receipt and/or invoice; (4) date of receipt and/or invoice; and (5) cost of item. All invoices shall be submitted for RIGHTWAY approval no later than ninety (90) days after go live date. After this date any remaining implementation credit shall be deemed null and void. RIGHTWAY reserves the right and maintains sole authority in approving the use of implementation credit funds. Approved invoices will be processed within sixty (60) days of receipt, and paid directly to Client i.e. not Client's vendor and not as a credit against any payments due to RIGHTWAY by Client. Section 4.09. Market Check. Following the initial eighteen (18) months of this Agreement, Client or its designee may provide RIGHTWAY a de -identified report of current competitive pricing offers, which takes into account, the aggregate Plan design, clinical and trend programs, formulary covered drug list, pharmacy network, specialty pharmacy and mail pharmacy utilization ("Client Current Market Price"). RIGHTWAY shall have a reasonable opportunity to evaluate the Client's Current Market Price, not to exceed fifteen (15) Business Days. If the Client or its designee concludes that the Client's Current Market 7 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.