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'r► rightway <br />A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />RYAN L. BUTLER, CLERK <br />RIGHTWAY <br />PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT <br />This Pharmacy Benefit Management Services Agreement ("Agreement") is effective as of October 1, 2025 <br />(the "Effective Date") by and between Rightway Healthcare, Inc. ("RIGHTWAY"), and Indian River <br />County Board of County Commissioners ("Client"). Insofar as a provision in this Agreement relates or <br />pertains to Plan administrative functions, "Client" references shall be deemed to refer to the Plan or, as <br />context dictates, the Administrator of the Plan (as defined therein) acting on behalf thereof. Insofar as a <br />provision of this Agreement relates or pertains to Plan settlor functions, including but not limited to payment <br />for services provided to, for and on behalf of the Plan, "Client" references shall be deemed to refer to Client. <br />RECITALS <br />Whereas, Client has established the Plan under which eligible individuals receive certain prescription <br />medications and healthcare related products and services and coordinates these services with a designated <br />third -party service provider; and <br />Whereas, Client desires to retain RIGHTWAY to provide certain pharmacy benefit management services <br />in support of Client's Plan and whereas Client desires to retain RIGHTWAY to provide certain care <br />navigation services; <br />Whereas, RIGHTWAY provides its pharmacy benefit management services using a zero -spread, <br />transparent, full pass-through business model, where all of the pharmacy and pharmaceutical manufacturer <br />discounts and rebates RIGHTWAY receives are provided to its clients, and <br />Whereas, Client and RIGHTWAY desire to enter into this Agreement for the management of the pharmacy <br />benefits sponsored by Client and for care navigation services; <br />Now Therefore, in consideration of the mutual promises set forth herein, the sufficiency of which is hereby <br />acknowledged, RIGHTWAY and Client agree as follows: <br />ARTICLE I <br />DEFINITIONS <br />All capitalized terms used within this Agreement shall have the meaning provided in Exhibit 1 (Definitions) <br />or as otherwise defined herein, including their single and plural forms. <br />ARTICLE II <br />RIGHTWAY RESPONSIBILITIES <br />Section 2.01. Provision of Services. RIGHTWAY or its designee shall provide the Services set forth <br />in Exhibit 2 (Description of Services) ("Services") in a manner consistent with the Plan Documents and <br />the terms of this Agreement, and Client hereby authorizes RIGHTWAY to provide the Services in such <br />manner. <br />Section 2.02. Performance Standards. RIGHTWAY agrees to perform the Services in accordance with <br />the performance standards described in Exhibit 5 (Performance Standards). Unless otherwise stated, all <br />performance standards shall be measured across RIGHTWAY's book of business based on RIGHTWAY's <br />standard calculation methodology. The parties agree that any financial penalties determined under this <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 />