PHARMACY BENEFITS PROPOSAL...Individual + Spouse $74.72 $97.16 $107.60 Individual + Child(ren)...

PHARMACY BENEFITS PROPOSAL

1 Pointe Dr Suite 120, Brea, CA 92821 phone: 1.800.262.7726 online: pram.comcalifornia license #. 0812797

PRAM INSURANCE SERVICES, INC.

Offer to provide coverage


Plan Sponsor

Address

Contact

Carrier

Plan Year

Administrator & Underwriter PRAM Insurance Services, Inc., 1 Pointe Drive, Ste. 120, Brea, CA 92821

Proposal Date

Plan Type Must be sold alongside a medical plan

Commission / Fee

Mandatory Generic DAW Logic 1&2, Member pays Co-Pay + Cost Differential when selecting Brand when Generic is available

SCHEDULE OF BENEFITS GENERIC ONLY BRAND WRAP 1 BRAND WRAP 2

Annual Deductible $0 Per Member $100 Per Member $100 Per Member

Formulary Rx Value Rx Balance Rx Balance

RETAIL CO-PAY

Formulary Generics $10 $10 $10

Formulary Brands N/A $50 or 50%* $35 or 50%*

Non-Formulary N/A N/A N/A

MAXIMUM BENEFITS PAYABLE

Monthly Maximum $300 Per Member $400 Per Member $400 Per Member

MONTHLY RATES

Individual $44.81 $55.89 $61.03

Individual + Spouse $74.72 $97.16 $107.60

Individual + Child(ren) $68.92 $89.60 $99.21

Family $90.18 $117.35 $129.99

PRESCRIPTION DRUG INSURANCE

P R A M I N S U R A N C E S E R V I C E S , I N C .



Agreement to provide coverage for all eligible individuals (Insured) and their Dependents, provided the benefit accompanies an approved medical coverage product.

Dependent means any of the following whose coverage under the Policy has become effective and has not ended: (1) the Insured’s lawful spouse; (2) the Dependent child or children of an Insured or of an Insured’s spouse (which includes but is not limited to stepchildren, legally adopted children, children placed in the home for adoption, and foster children) up to age 26.

Benefits are payable for a newborn child from the moment of birth. Benefits are payable for a child placed in the home for adoption from the date of placement as certified by the publicor private agency making the placement of such child pursuant to an adoption proceeding. Benefits for such placed child will terminate upon termination of the adoption proceedings as certified by the public or private agency. Benefits are payable for an adopted child, if not placed in the home before adoption, from the moment of adoption. Coverage for such child will consist of benefits for outpatient prescription drugs due to injury and sickness including the necessary care and treatment of medically diagnosed congenital defects and birth abnormalities.

If additional premium is required, the Employee must enroll the newborn child, the child placed for adoption, or the adopted child and furnish the required premium within 31 days after birth, placement, or adoption. If premium is not furnished within that period, coverage as to such child will terminate at the end of such 31-day period.

A family status change means the addition of a Dependent to an Employee’s family due to marriage, birth or adoption. A Family Status Change will also be deemed to have occurred on the date the Employee’s Dependent becomes eligible due to:1. loss of coverage under a public or private health insurance

plan due to termination of employment or eligibility, termination of the plan, death of a spouse, divorce; or

2. the Insured being required by court order to provide coverage for a spouse or minor child

ELIGIBILITY

EFFECTIVE DATE

FAMILY STATUS CHANGE

NEWBORN OR ADOPTED CHILDIf PRAM is processing member credit card payments:

Individuals - An Individual’s coverage will be effective on the latest of the following dates after the credit card payment has been received: • If enrollment and credit card approval are received

between the 28th day of the month and the 12th day of the next month, coverage will become effective on the 15th day of that month. Premiums will be due the 15th day of that month and every month thereafter

• If enrollment and credit card approval are received between the 13th day of the month and the 27th of the month, coverage will become effective on the 1st day of the following month. Premiums will be due the 1st day of that month and every month thereafter.

In no event will coverage become effective before the Effective Date of the policy.

If PRAM is NOT processing member credit card payments:

Individuals - An Individual’s coverage will be effective on the first or fifteenth* of the month following the date the individual enrolls, subject to the receipt of the first premium. In no event will coverage become effective before the Effective Date of the Policy.

*The available Effective Date of the fifteenth of the month is dependent upon whether or not the plan sponsor has selected the fifteenth as an optional Effective Date.

Dependents - Dependent coverage may only be added and be effective at the times described herein. In no event will coverage become effective before the Effective date of the Policy or Employee’s coverage.

INDIVIDUAL ELIGIBILITY

ContactPRAM’s pharmacy operations account management team is located in Brea, California, under the direction of Carla Roberts.

PRAM’s Account Management Team is responsible for plan implementation, billing and eligibility feeds, and member issues as necessary. They are in contact with the PBM on a continous basis.

Underwriting, renewals, rate questions, plan changes or updates, are under the direction of Brad Wilson, in Brea, California.

The Agent appointment process is managed by Richard Bridges also in Brea.

Services Offered ü Pharmacy underwriting and risk

management services ü Full plan management and

administrative services ü 800# customer support such as PAR

or POS member issues ü Billing and eligibility file maintenance ü Technical Support / Reporting ü Claims processing ü Prior authorization support ü 800# customer service (back up) ü Billing ü Access to PRAM’s Partner Portal ü National Network ü Integrated Retail and Mail service ü PBM contracting and management

services ü Automatic enrollment in Bloom

Benefits Association - This applies to any product sold through an approved policy issued to Bloom Benefits Association




IMPLEMENTATIONShould client choose to implement additional groups and / or plan designs to be offered to their members, PRAM requests between 30-60 days lead time for internal implementation and to coordinate with Carrier and PBM.

PRAM will endeavor to set up a group and / or plan design for the first of the following month in three to five working days upon receipt of a completed and signed New Plan Design Implementation Form.

FAMILY PLANNINGüü Oral contraceptives

NUTRITIONAL PRODUCTSüü Prenatal Legend vitamins

OTHER LEGEND DRUGSüü Acne products (Retin-A, up to 24th birthday)üü Compounds, one ingredient must be Legendüü Cough & coldüü Immunosuppresants

1. All over-the-counter products and medications unless shown under the definition of Prescription Drug and specifically prescribed by a medical provider. This includes, but is not limited to, electrolyte replacement, infant formulas, miscellaneous nutritional supplements and all other over-the-counter products and medications.

2. Blood glucose meters; insulin injecting devices, other than insulin syringes.

3. Depo-Provera; condoms, contraceptive sponges, and spermicides; sexual dysfunction drugs.

4. Biologicals (including allergy tests); blood products; growth hormones; hemophiliac factors; MS injectables; immunizations; all other injectables unless shown under the definition of Prescription Drug.

5. All other medical supplies and durable medical equipment unless shown under the definition of Prescription Drug.

6. Liquid nutritional supplements; pediatric Legend Drug vitamins; prescribed versions of Vitamins A, D, K, B12, Folic Acid and Niacin - used in treatment versus as a dietary supplement; all other Legend Drug vitamins and nutritional supplements.

7. Anorexiants; Any cosmetic drugs including, but not limited to, Renova, skin pigmentation preps; any drugs or products used for the treatment of baldness; topical dental fluorides.

8. Refills in excess of that specified by the prescribing physician; or refills dispensed after one year from the original date of the prescription.

9. Any drug labeled “Caution - limited by Federal Law for Investigational Use” or experimental drugs.

10. Any drug which the Food and Drug Administration has determined to be contraindicated for the specific treatment.

11. Drugs needed due to conditions caused, directly or indirectly, by an Insured person taking part in a riot or other civil disorder; or the Insured Person taking part in the commission of a felony.

12. Drugs needed due to conditions caused, directly or indirectly, by declared or undeclared war or an act of war; or drugs dispensed to an insured person while on active duty in any armed force.

13. Any expenses related to the administration of any drug.

14. Drugs or medicines taken while in or administered by a hospital or any other health care facility or office.

15. Drugs covered under Worker’s Compensation, Medicare, Medicaid or other governmental program.

16. Diaphragms; erectile dysfunction Legend drugs, unless specifically listed in the definition of Prescription Drug; Infertility Legend drugs.

17. Epi-Pen, Epi-Pen Jr., Ana-Kit, Ana-Guard; Glucagon-auto injection; Imitrex-auto injection.

18. Smoking deterrents, Legend or over-the-counter.

19. Replacement of lost, stolen, spilled, broken or dropped Prescription Drugs while on vacation.

20. All newly marketed pharmaceuticals or currently marketed pharmaceuticals with a new FDA approved indication for a period of one year from such FDA approval for its intended indication.

21. Anything not on the formulary is not covered but can be obtained at 100% of PRAM’s discounted rate when available.

All over-the-counter and injectable medications are excluded unless shown above or prescribed as preventative medications. If classifications contain both prescribed and over-the-counter or both injectable and non-injectable products, only the non-injectable, prescribed products will be covered unless shown above.

All outpatient Medically Necessary Legend non-injectable medications shown on the Formulary, unless otherwise specifically excluded. Outpatient means a Prescription Drug is not taken in, or administered by, a hospital or any other health care facility or office. Additional covered items:



Note: The above lists represent Covered & Excluded Items for any plan that covers Brand Name drugs. For Generic Only plans, the list will remain the same though “Brand Name drugs” are added as an additional exclusion.

COVERED ITEMS

EXCLUDED ITEMS

SIGNATURE INDICATES ACKNOWLEDGEMENT OF TERMS & CONDITIONS AND ACCEPTANCE OF PROPOSAL


1. A signed Service Agreement and signed Proposal.

2. Member eligibility sent electronically.

3. Receipt of Items 1 & 2 at the earliest possible date to allow for plan implementation.

4. Agreement to provide coverage for all eligible individuals, provided the benefit accompanies an approved health product.

5. Agreement as to which party will be responsible for providing billing & eligibility to PRAM.

6. Target effective date. A delayed date may affect rates.

7. Client agrees and understands that underwriting does not permit retroactive adds and terms.

8. Client agrees to provide eligibility in the agreed upon format on or before the agreed upon date. The Client is responsible for making all corrections to any member data kept internally on files as defined by the error report, in the event it is necessary to do so.

9. Client agrees to provide an updated list of states where it intends to market plan benefits prior to inception. All states may not be available for marketing. PRAM’s ability to bind the business as represented by this proposal is subject to PRAM’s Carriers holding a valid insurance license and properly filed and approved prescription drug policy forms in state(s) Client intends to market.

10. The Client understands that should the member purchase an Insured Generic Only plan, and the member purchases a Brand Name drug at the contract rate, they will be solely responsible for 100% of the discounted cost, plus the dispensing fee. In the event the member purchases a prescription under any plan without the use of their card, they will be reimbursed at the contract rate minus their copay; not the retail rate minus their copay.

11. Rates are provided for a period of one full year for each member enrolled during each quarter. PRAM reserves the right to prospectively change the rates quarterly on any and all new business opportunities (this is an underwriting requirement of our carriers) to reflect trends or changes in the marketplace. PRAM will notify you in the event rate changes are necessary.

Terms & ConditionsThe fine print.

PRAM is the underwriter and administrator on behalf of the Carriers we represent. PRAM holds the contract with the Pharmacy Benefit Manager (PBM). PRAM is responsible for all administrative, compliance, underwriting, billing and payment matters relative to the PBM, including payment of claims and fees through the contract it holds on behalf of the Carrier.

This proposal is provided “Subject to” the above terms & conditions.

*All states may not be available. PRAM’s ability to bind the business as represented by this proposal is subject to PRAM’s Carriers holding a valid insurance license in the Client’s state of domicile and having properly filed and approved prescription drug policy forms.

Print Name:

Signature: Date:




All Employees and their Dependents, who meet the plan definition and are in an eligible class, as shown on the Participating Organization’s application, are eligible for coverage subject to the Waiting Period.

Employee means a person employed by the Participating Organization and meeting the minimum hourly requirement shown in the Participating Organization’s application. If the Employer is a sole proprietorship or partnership, the individual proprietor or each of the partners is an Employee only if engaged in the regular business of the Employer for the minimum hourly requirement shown in the Participating Organization’s application. No director of a corporate Employer is an Employee solely because of such directorship. Employee also includes a retiree, but only if a retiree class is requested by the Participating Organization.

Dependent means any of the following whose coverage under the Policy has become effective and has not ended: (1) the Employee’s lawful spouse; (2) the unmarried dependent child or children of an Employee or of an Employee’s spouse (which includes stepchildren, legally adopted children, children placed in the home for adoption, and foster children) up to age 26.

Employees - An Employee’s coverage will be effective on the first of the month following the date the Employee becomes eligible, subject to the receipt of the first premium. In no event will coverage become effective before the Effective Date of the Policy.

Dependents - Dependent coverage may only be added and be effective at the times described herein. In no event will coverage become effective before the Effective date of the Policy or Employee’s coverage.

If the Employee is not required to pay any of the Dependent premium, eligible Dependents’ coverage will be effective on the first of the month following the date the Dependent becomes eligible, subject to the receipt of the first premium.

Timely Enrollees - If the Employee is required to pay part or all of the Dependent premium and an eligible Employee elects Dependent coverage in writing within 31 days after becoming eligible, the eligible Dependent’s coverage will become effective as of the date the Employee’s coverage is effective, subject to the receipt of the first premium.

Qualified Late Enrollees - If the Employee is required to pay part or all of the Dependent premium and an eligible Employee elects Dependent coverage during an open enrollment period established by the Employer or within 31 days of a Family Status Change, eligible Dependents’ coverage will become effective on the first of the month following the date such coverage is elected in writing, subject to the receipt of the first premium.

Benefits are payable for a newborn child from the moment of birth. Benefits are payable for a child placed in the home for adoption from the date of placement as certified by the publicor private agency making the placement of such child pursuant to an adoption proceeding. Benefits for such placed child will terminate upon termination of the adoption proceedings as certified by the public or private agency. Benefits are payable for an adopted child, if not placed in the home before adoption, from the moment of adoption. Coverage for such child will consist of benefits for outpatient prescription drugs due to injury and sickness including the necessary care and treatment of medically diagnosed congenital defects and birth abnormalities.

If additional premium is required, the Employee must enroll the newborn child, the child placed for adoption, or the adopted child and furnish the required premium within 31 days after birth, placement, or adoption. If premium is not furnished within that period, coverage as to such child will terminate at the end of such 31-day period.

A family status change means the addition of a Dependent to an Employee’s family due to marriage, birth or adoption. A Family Status Change will also be deemed to have occurred on the date the Employee’s Dependent becomes eligible due to:1. loss of coverage under a public or private health insurance

plan due to termination of employment or eligibility, termination of the plan, death of a spouse, divorce; or

2. the Insured being required by court order to provide coverage for a spouse or minor child

ELIGIBILITY

EFFECTIVE DATE

EMPLOYER PAID DEPENDENT COVERAGE

EMPLOYEE PAID DEPENDENT COVERAGE

FAMILY STATUS CHANGE

NEWBORN OR ADOPTED CHILD

EMPLOYER GROUP ELIGIBILITY

Services Offered ü Pharmacy underwriting and risk

management services ü Full plan management and

administrative services ü 800# customer support for member

issues such as PAR or POS member issues

ü Billing and eligibility file maintenance ü Technical Support / Reporting ü Claims processing ü Prior authorization support ü 800# customer service (back up) ü Billing ü Web access ü National Network ü Integrated Retail and Mail service ü PBM contracting and management

services ü Automatic enrollment in Bloom

Benefits Association - This applies to any product sold through an approved policy issued to Bloom Benefits Association




IMPLEMENTATIONFOR EMPLOYER GROUPSPRAM prefers to have at least 30 days to set up a plan in the PBM system & get the support of the carrier and PBM. Each PBM requires a minimum amount of lead time in order to set up a plan no matter what the size.

In the event that a 30 day lead time is not possible, business submitted before the 20th of the month will generally have a first of the following month effective date. This will allow a minimum amount of time to set up the plan; it does not guarantee that the plan will be set up on or before the first of the billing month. Nor does it guarantee that cards will be in the member’s hands on or before the first of the month. PRAM will endeavor to set up a bound plan for the first of the following month in three to five working days upon receipt of a complete submission packet. A complete submission packet includes: the Sold Case New Business Notification Form, the first full month’s premium, the Master Employer Application, and the member eligibility file in an acceptable PRAM format. With this complete information packet we can work towards an effective date of the first of the following month, subject to the PBM’s and PRAM’s timeline and as required by our contractual agreement with the carrier.

PRAM may elect not to accept eligibility if the administrator of the employer fails to meet certain established guidelines in terms of proper electronic formatting, quality and timing of eligibility.

ContactPRAM’s pharmacy operations account management team is located in Brea, California, under the direction of Carla Roberts.

PRAM’s Account Management Team is responsible for plan implementation, billing and eligibility feeds, and member issues as necessary. They are in contact with the PBM on a continous basis.

Underwriting, renewals, rate questions, plan changes or updates, are under the direction of Brad Wilson, in Brea, California.

The Agent appointment process is managed by Richard Bridges also in Brea.

FAMILY PLANNINGüü Oral contraceptives

NUTRITIONAL PRODUCTSüü Prenatal Legend vitamins

OTHER LEGEND DRUGSüü Acne products (Retin-A, up to 24th birthday)üü Compounds, one ingredient must be Legendüü Cough & coldüü Immunosuppresants

1. All over-the-counter products and medications unless shown under the definition of Prescription Drug and specifically prescribed by a medical provider. This includes, but is not limited to, electrolyte replacement, infant formulas, miscellaneous nutritional supplements and all other over-the-counter products and medications.

2. Blood glucose meters; insulin injecting devices, other than insulin syringes.

3. Depo-Provera; condoms, contraceptive sponges, and spermicides; sexual dysfunction drugs.

4. Biologicals (including allergy tests); blood products; growth hormones; hemophiliac factors; MS injectables; immunizations; all other injectables unless shown under the definition of Prescription Drug.

5. All other medical supplies and durable medical equipment unless shown under the definition of Prescription Drug.

6. Liquid nutritional supplements; pediatric Legend Drug vitamins; prescribed versions of Vitamins A, D, K, B12, Folic Acid and Niacin - used in treatment versus as a dietary supplement; all other Legend Drug vitamins and nutritional supplements.

7. Anorexiants; Any cosmetic drugs including, but not limited to, Renova, skin pigmentation preps; any drugs or products used for the treatment of baldness; topical dental fluorides.

8. Refills in excess of that specified by the prescribing physician; or refills dispensed after one year from the original date of the prescription.

9. Any drug labeled “Caution - limited by Federal Law for Investigational Use” or experimental drugs.

10. Any drug which the Food and Drug Administration has determined to be contraindicated for the specific treatment.

11. Drugs needed due to conditions caused, directly or indirectly, by an Insured person taking part in a riot or other civil disorder; or the Insured Person taking part in the commission of a felony.

12. Drugs needed due to conditions caused, directly or indirectly, by declared or undeclared war or an act of war; or drugs dispensed to an insured person while on active duty in any armed force.

13. Any expenses related to the administration of any drug.

14. Drugs or medicines taken while in or administered by a hospital or any other health care facility or office.

15. Drugs covered under Worker’s Compensation, Medicare, Medicaid or other governmental program.

16. Diaphragms; erectile dysfunction Legend drugs, unless specifically listed in the definition of Prescription Drug; Infertility Legend drugs.

17. Epi-Pen, Epi-Pen Jr., Ana-Kit, Ana-Guard; Glucagon-auto injection; Imitrex-auto injection.

18. Smoking deterrents, Legend or over-the-counter.

19. Replacement of lost, stolen, spilled, broken or dropped Prescription Drugs while on vacation.

20. All newly marketed pharmaceuticals or currently marketed pharmaceuticals with a new FDA approved indication for a period of one year from such FDA approval for its intended indication.

21. Anything not on the formulary is not covered but can be obtained at 100% of PRAM’s discounted rate when available.

All over-the-counter and injectable medications are excluded unless shown above or prescribed as preventative medications. If classifications contain both prescribed and over-the-counter or both injectable and non-injectable products, only the non-injectable, prescribed products will be covered unless shown above.

All outpatient Medically Necessary Legend non-injectable medications shown on the Formulary, unless otherwise specifically excluded. Outpatient means a Prescription Drug is not taken in, or administered by, a hospital or any other health care facility or office. Additional covered items:



Note: The above lists represent Covered & Excluded Items for any plan that covers Brand Name drugs. For Generic Only plans, the list will remain the same though “Brand Name drugs” are added as an additional exclusion.

COVERED ITEMS

EXCLUDED ITEMS

SIGNATURE INDICATES ACKNOWLEDGEMENT OF TERMS & CONDITIONS AND ACCEPTANCE OF PROPOSAL


1. A Master Application signed by the client along with employee applications.

2. Agreement to provide coverage for all eligibile employees. 3. Receipt of the Sold Case New Businses Notification Form

signed by the Broker of Record at the earliest possible date prior to submission to allow for plan implementation.

4. Agreement as to who is to do the billing and be responsible for providing eligibility in PRAM’s required format. (Employer or TPA).

5. Target effective date. A delayed date may affect rates.6. A signed Letter of Intent. Please include Broker of Record

Letter from client if Broker is acting on behalf of client.7. The Broker agrees and understands that underwriting

does not permit retroactive adds and terms beyond the first 30 days of inception on voluntary plans.

8. Client or their Administrator agrees to provide eligibility in the attached format on or before the agreed upon date. The Client or Administrator is responsible for making all corrections on files as defined by the error report, in the event it is necessary to do so.

9. A first month’s deposit or letter of credit is due at inception. Further payments will be due by the Client or Administrator as agreed upon. An established pattern of late payments will be grounds for plan termination. A pattern is described as periodic but consistent.

10. Please provide an updated list of states where proposed current covered members are located, prior to inception. This is a compliance issue related to Covered and Excluded Items.

11. Broker and Client understand that should the member purchase an Insured Generic Only plan, and the member purchases a Brand Name drug at the contract rate, the member will be solely responsible for 100% of the discounted cost, plus the dispensing fee. In the event the member purchases a prescription under any of the plans without the use of their card, they will be reimbursed at the contract rate minus their copay; not the retail rate minus their copay.

12. Broker understands and agrees the benefits in the Brand Wrap program are through a Managed Formulary (Two Tier) offered by the PBM and, as such, are not subject to change, and coverage is dictated by, or through, the Covered and Excluded items filed on behalf of the Carrier in the State where the client is domiciled.

13. Rates are provided for a period of one full year for each individual employer enrolled during each quarter. PRAM reserves the right to prospectively change the rates quarterly on any and all new businses opportunities (this is an underwriting requirement of our Carriers) to reflect trends or changes in the marketplace. PRAM will notify you in the event rate changes are necessary.

Terms & ConditionsThe fine print.

PRAM has provided this proposal “subject to” our receipt of the following data prior to inception of the plan: Please provide prior 24 months census for employees and members (total lives) by month, and prior 24 months paid pharmacy claims broken out by month in NCPDP HIPAA compliant industry standard format. Should PRAM not receive the requested data, it will use any and all information it was provided to develop the rate to the best of its abilities given the information provided. Should there be a material difference in the information PRAM used to underwrite the risk and the actual claims experience, and/or final enrollment, PRAM reserves the right to re-rate the case within 60 days of the effective date to adjust the rates to reflect an appropriate loss ratio for a first year risk. Adjusted rates will be retroactive to inception and the appropriate adjustment will be collected on behalf of the Carrier. PRAM reserves the right to rescind or terminate this offer to provide coverage at any time without recourse.

*All states may not be available. PRAM’s ability to bind the business as represented by this proposal is subject to PRAM’s Carriers holding a valid insurance license in the Client’s state of domicile and having properly filed and approved prescription drug policy forms.

Print Name:

Signature: Date:

MATERIAL DIFFERENCE CLAUSE

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MARKETING AND ADMINISTRATION AGREEMENT

This MARKETING AND ADMINISTRATION AGREEMENT (this “Agreement”) is entered into and effective as of ________________ (the “Effective Date”), by and between Professional Risk & Asset Management Insurance Services, Inc., DBA: PRAM Insurance Services, Inc., located at 1 Pointe Dr., #120, Brea, CA 92821, a California Corporation (“Company”), and _________________________________, located at ______________________________________ a _________________ (“Producer”), with reference to the following recitals:

RECITALS

A. Company offers comprehensive pharmacy consulting, underwriting and administration services with respect tovarious pharmacy benefit plans, is duly licensed as an insurance producer and administrator, and operates as ageneral agent and administrator for one or more insurers identified in Schedule A hereto (each, an “Insurer”) thatissue prescription drug benefit insurance policies and certificates of insurance with respect to such policies(collectively, the “Policies”) in certain states throughout the United States (the “Authorized States”).

B. Producer is an insurance producer duly licensed to solicit and receive applications for insurance, including thePolicies, in one or more Authorized States, and desires to engage Company to provide pharmacy consulting,underwriting and administrative services on behalf of Producer and the groups and their members ("Members")solicited by Producer for insured prescription drug plans (the "Plans") and Policies.

C. In accordance with the terms and conditions contained herein, Company desires to provide the aforementionedservices and receive from Producer, and Producer desires to solicit and submit to Company, proposals for Plans andapplications for Policies for qualified groups and Members located in those Authorized States or the portionsthereof identified in Schedule A hereto (the “Territory”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Producer hereby agree as follows:

ARTICLE 1 AUTHORITY; NO EXCLUSIVITY

1.1 Authority. Unless otherwise provided by Schedule A hereto, Company hereby authorizes Producer to solicit and submit to Company for acceptance applications for the Plans and Policies. Each of the Plans shall be evidenced by an Rx Proposal (the "Rx Proposal") specifying the terms thereof, and identified in Schedule A hereto, the terms of which are incorporated herein by this reference. Each of the Policies shall be issued in the Territory for the classes of business identified in Schedule A hereto, which classes may be changed from time to time by Company upon ninety (90) days’ prior written notification to Producer. Producer’s authority with respect to the Policies pursuant to this Section 1.1 shall extend only to those portions of the Territory in which Producer is duly licensed and authorized to transact insurance. Notwithstanding any other provision of this Agreement, Producer shall have no binding authority with respect to the Plans or Policies, and no act of Producer shall be binding upon Company or Insurer, unless mutually agreed upon by Company and Producer, which mutual agreement shall be evidenced by a written amendment to the applicable Rx Proposal or to this Agreement, executed by both Producer and Company. Company may amend Schedule A hereto to add or delete Insurers from the list of carriers with whom business may be placed hereunder.

1.2 No Exclusivity. The authority granted to Producer is not exclusive, and Company may directly solicit and sell and/or authorize other insurance producers to solicit and sell in the Territory insurance policies for the same classes of business and/or the same Insurer(s) identified in Schedule A hereto; provided, however, that Company shall not use the Producer Expirations (as defined in Section 11.2) in connection with such solicitation and sales.

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ARTICLE 2 PRODUCER’S DUTIES AND RESPONSIBILITIES

Commencing on the Effective Date, Producer shall faithfully perform all of Producer’s duties within the scope of the agent relationship created under this Agreement to the best of Producer’s professional knowledge, skill and judgment, which duties shall include, but not be limited to, the following:

2.1 Solicitation. Producer shall actively solicit in the Territory, and submit to Company for acceptance, applications for the Plans and the Policies. All of such applications shall be solicited in accordance with the Policies and Procedures (as defined in Section 2.2) and shall be within the limits authorized.

2.2 Compliance with Policies and Procedures. Producer will comply with all instructions, rules, policies, procedures, bulletins, manuals, regulations, schedules (including, without limitation, all rate manuals, brochures and schedules) that Company or Insurer issues from time to time in writing and provides to Producer (collectively, the “Policies and Procedures”). Company or Insurer may revise or amend the Policies and Procedures at any time in its sole and absolute discretion, and Producer shall comply with such revised or amended Policies and Procedures upon receipt from Company or Insurer.

2.3 Submission of Underwriting Information. Producer shall support and assist Company in the underwriting and pricing of Plans, it being understood that Company requires the submission to it on a timely basis of all necessary experience data and other specified deliverables in order to properly underwrite and price the Plans and meet desired Plan implementation schedules. Such deliverables shall include, without limitation, Sold Case New Business Notification Form, Employer Master Application, Member Enrollment Applications where necessary, and Census data.

2.4 Submission and Updating of Eligibility Information. Producer shall support and assist Company in establishing and maintaining group and Member enrollments and eligibility. Producer shall cooperate with Company in assigning group numbers as specified by Company, and shall utilize the Member electronic eligibility format provided by Company. Producer and/or its specified designee shall be solely responsible for the accuracy of eligibility information. In the event eligibility files are inaccurate or unsuitable for loading or are otherwise rejected upon loading, they will be returned to Producer and/or its designee for correction. Upon request by Producer, Company may elect to correct any unsuitable file at an hourly rate of $200, but cannot guarantee the success of any attempted correction. It is the responsibility of Producer to inform Company of any changes in eligibility status on a timely basis and Producer shall provide Company with a current eligibility feed on no less than a monthly basis. In the event of a discrepancy between Producer's records regarding eligibility and Company's electronic eligibility file for a given month, Company's electronic eligibility file shall be determinative. It is understood that group and Member enrollments in a Plan are to be made on a prospective basis only, and any request by Producer for the addition or termination of a group or Member in a Plan on a retroactive basis shall be granted only in the sole and absolute discretion of Company, and then in no event effective beyond thirty (30) days with full payment of any applicable premium prior to effectiveness.

2.5 Premium Billing and Collection.

(a) General. Schedule B hereto shall specify whether premiums on any Policies produced by Producer under thisAgreement shall be billed and collected by Producer (“Producer Billed and Collected Accounts”) or Company(“Company Billed and Collected Accounts”). Producer understands and acknowledges that one or more Policies may be Producer Billed and Collected Accounts and that one or more other Policies may be Company Billed and Collected Accounts. Any change in the manner in which premiums on a Policy are billed and collected shall be reflected in a writing executed by Company and Producer.

(b) Fiduciary Obligation. Any and all premiums received on a Policy by Producer pursuant to this Agreement willbe held by Producer in a fiduciary capacity as trustee for Company. Producer does not possess the funds forany other reason. Any privilege that Company grants to Producer of taking commissions from premium

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monies received by Producer will not be construed as an alteration of this fiduciary capacity or duty. Unless otherwise agreed to in writing by the parties, Producer shall promptly deposit all premiums, monies and funds received by Producer on Company’s behalf (including, without limitation, premiums for Policies written through Company) in a segregated fiduciary account in a bank which is a member of the Federal Reserve System. Producer may retain any interest from such account unless prohibited by applicable law. Producer will not commingle any premium monies collected pursuant to this Agreement with Producer’s operating funds.

(c) Producer Billed and Collected Accounts. The procedures applicable to Producer Billed and Collected Accountsshall be specified in Schedule B hereto and be subject to the provisions of this Section 2.5(c):

(1) Schedule B hereto shall specify whether (i) Company shall prepare and forward to Producer an itemizedmonthly account statement of premiums due Company on business transacted under this Agreementduring any calendar month, or (ii) Producer shall submit to Company an itemized account current ofpremiums due Company on business transacted under this Agreement during the calendar month. Ineach case, the statement shall be forwarded to the appropriate recipient within fifteen (15) daysfollowing the month to which it pertains.

(2) The balance shown in the statement due Company shall be payable no later than thirty (30) days afterthe end of the month for which such statement was prepared. The statement and premiums dueCompany shall be net of commissions only if specified in Schedule B hereto.

(3) Producer shall not extend credit to any group or Member for the payment of premiums. Any Policies orrenewals refused by a group or Member may be cancelled and returned to Company within thirty (30)days after the effective date of such instruments, and Producer shall not be held responsible to collectany premium charges therefor. As concerns any Policies or renewals that are cancelled and returned toCompany after thirty (30) days after the effective date of such instruments, Producer shall be liable toCompany for and shall collect the premium for the period commencing on the effective date throughthe last day of the month on which the Policy or renewal is returned and received by Company or iscancelled.

(4) Omissions of any items from a monthly statement shall not affect the responsibility of either party toaccount for and pay all amounts due the other, nor prejudice the rights of either party to the amountsdue each other.

(5) Producer shall notify Company of any incorrect billings upon becoming aware of the incorrect billing. Bythe premium due date, Producer shall pay Company the premium even if the billing correction has notbeen issued.

(d) Company Billed and Collected Accounts. The procedures for Company Billed and Collected Accounts are asfollows:

(1) Producer agrees to comply with Company’s direct billing procedures and instructions (including, withoutlimitation, the Policies and Procedures) concerning the collection of premiums, the completion of anyapplicable forms and the submission of premiums and any forms to Company.

(2) The Company shall clearly identify Producer by name when transmitting Policies, premium notices andother communications that Company prepares and mails directly to the policyholder.

(3) Company shall provide Producer with a monthly commission statement within twenty (20) business daysfollowing the end of each calendar month, reporting commission (calculated in accordance with Article

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6) payable to Producer for Company Billed and Collected Accounts collected during such month. Thestatement shall include payment of any commission due to Producer.

(4) In the event a policyholder under a Company Billed and Collected Account remits a premium payment toProducer, Producer shall immediately remit to Company any such premium and shall inform the payerto pay all future premium payments directly to Company.

(5) Company at all times has the right to effect direct cancellations of Policies in accordance with Section2.13.

(6) Cancellations of Policies will be done in accordance with Company’s underwriting guidelines and policyprovisions including, without limitation, the Policies and Procedures.

2.6 Company or Insurer Property. Producer will safeguard, maintain and account for all forms, manuals, equipment and supplies furnished to Producer by Company or Insurer, all of which shall remain the property of Company or Insurer, as appropriate, and will return the same to Company or Insurer, as appropriate, promptly upon Company’s or Insurer’s demand therefor or within twenty‐four (24) hours following the termination or expiration of this Agreement.

2.7 Producer Expenses. Producer will pay, assume the obligation and be fully responsible for all costs and expenses associated with and in respect of the performance by Producer of its duties hereunder, including but not limited to rentals, office facilities, travel expenses, transportation, facilities, employee and clerical salaries, benefits and expenses, postage, advertising and local license fees. The sole compensation to Producer shall be the amounts payable by Company under Article 6 hereof.

2.8 Legal Compliance. Producer will comply fully with all federal, state and local regulations, bulletins, rulings, circular letters, proclamations and statutes, now or hereafter in force, which are applicable to Producer’s authority, status and obligations hereunder, including, but not limited to, those laws applicable to the advertisement, underwriting, rating, cancellation, nonrenewal and renewal of the Policies.

2.9 Accurate Records ‐ Audit. Producer will prepare and keep separate, identifiable, complete, orderly and accurate books, files, records and accounts of all business and transactions effected pursuant to this Agreement including, without limitation, all general correspondence Producer receives with respect to such business, and will prepare and maintain the same in accordance with generally accepted insurance and accounting practices for the longer of 7 years following the termination of this Agreement or the period required under applicable law. Upon reasonable notice and at reasonable times, Producer will permit Company and/or Insurer to visit, inspect, examine, audit and verify at Producer’s offices, any of the properties, accounts, files, documents, books, reports, work papers and other records (other than documents subject to the attorney‐client privilege) belonging to or in the possession or control of Producer relating to the business covered by this Agreement and to make copies thereof and extracts therefrom in a form usable by Company and Insurer, provided that such audit shall not unreasonably interfere with Producer’s normal course of business. In addition, Producer at any time will permit any insurance regulatory authority to visit, inspect, examine, audit and verify at Producer’s offices, any of the properties, accounts, files, documents, books, reports, work papers and other records (other than documents subject to the attorney‐client privilege) belonging to or in the possession or control of Producer relating to the business covered by this Agreement and to make copies thereof and extracts therefrom in a form usable by such insurance regulatory authority.

2.10 Professional Liability Insurance. While this Agreement is in effect, Producer will at all times maintain in full force and effect a policy of agents and brokers errors and omissions insurance coverage issued by an admitted insurer, which policy provides limits of liability of at least $1 million (or such greater amount as required by applicable law). Producer agrees to provide such evidence of coverage as Company shall request.

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2.11 Servicing/Correspondence/Cooperation. Other than Complaints/Actions (as defined below) that are to be handled as described below and claims processing and payment with respect to Plans and Policies that are to be handled by Company or a PBM under Section 4.4, Producer shall receive and process all incoming general correspondence with respect to the Plans and Policies and handle all matters relating to the servicing, administration and management of the Plans and Policies except as otherwise directed by Company, and Producer shall maintain a separate file of all such correspondence and matters. Producer shall take all reasonable steps to safeguard the interests of Company and Insurer and immediately report to Company any (a) fact, occurrence or incident that may result in a claim or loss or increased risk of loss to Company or Insurer, (b) allegation of any violation of any applicable unfair practices or unfair competition statutes or (c) group or Member complaint that cannot be satisfactorily resolved by Producer on a timely basis. If Producer receives an inquiry or complaint from any regulatory authority having jurisdiction concerning a violation of insurance law or regulation, or a complaint disputing coverage under any Policy, or any process, litigation or administrative action document, or threat of litigation or administrative action, with respect to any matter covered in this Agreement (collectively, a “Complaint/Action”), Producer shall provide prompt written notice and a true copy of the Complaint/Action to Company. If a response affecting Company or Insurer is required, Producer shall, within five (5) business days (or such lesser time period as may be allowed by the applicable regulatory authority, by any process or by the Complaint/Action) after the receipt of the Complaint/Action, draft a proposed response and submit the draft to Company for its prior written approval before submission of the response. For the avoidance of doubt, in no event shall Producer respond to any Complaint/Action without Company’s prior written consent in each instance.

2.12 Access to Policyholders. Notwithstanding any other provision in this Agreement, Producer understands and acknowledges that Company and/or Insurer shall from time to time have direct access to and may communicate with policyholders of Policies written by Producer for any reason including, without limitation, the servicing, administration, management, billing and renewal of the Policies.

2.13 Policy Termination. Company may, or Company or Insurer may direct Producer to, terminate the coverage provided by any Policy so long as such termination does not violate any law or regulation. If Company or Insurer wishes to terminate coverage, Company may, or Company or Insurer may direct Producer in writing to, send such non‐renewal or cancellation notice as may be required by the Policy or applicable law. Producer shall comply with any directives of Company or Insurer under this Section 2.13.

ARTICLE 3 LIMITATIONS ON PRODUCER'S AUTHORITY

Producer shall have no authority nor shall it represent itself as having such authority other than as is specifically set forth in this Agreement. Without limiting the generality of the foregoing sentence, Producer agrees that it will not do any of the following:

3.1 Alterations. Make, waive, alter or change any term, rate or condition stated in any Plan or Policy or any other Company or Insurer approved form, or discharge any contract in the name of Company or Insurer.

3.2 Forfeiture. Waive a forfeiture.

3.3 Extension of Time. Extend the time for the payment of premiums or other monies due Company or Insurer under any Plan or Policy.

3.4 Litigation. Institute, prosecute or maintain any legal proceedings in connection with any matter pertaining to Company’s or Insurer’s business or accept service of process on Company’s or Insurer’s behalf.

3.5 Transaction of Business. Transact business in contravention of applicable law including, without limitation, the rules, regulations and bulletins of any insurance department and/or other governmental authorities having jurisdiction over any or all subject matters embraced by this Agreement.

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3.6 Endorsement. Except as otherwise expressly contemplated by other provisions of this Agreement or as may be specifically authorized by Company or Insurer, make, accept or endorse notes, endorse checks payable to Company or Insurer or otherwise incur any expense or liability on behalf of Company or Insurer.

3.7 Misrepresentation. Misrepresent or compare incompletely for the purpose of inducing a policyholder of any other insurer to lapse, forfeit or surrender his, her or its insurance therein or, except as otherwise provided in the Policies and Procedures, make any representation or warranty on behalf of Company or Insurer without the prior written consent of Company or Insurer, respectively, in each instance.

3.8 Sub‐Producer Agreement. Enter into any sub‐producer or other similar agreement or arrangement providing for the delegation of Producer’s obligations and authority hereunder.

3.9 Bind Coverage. Except as expressly provided in this Agreement and in the Policies and Procedures, bind coverage under a Policy or make any representation or warranty on behalf of Company or Insurer without the prior written consent of Company or Insurer, respectively, in each instance.

3.10 Claims. Pay, adjust, or settle any claim, accept any claim report or arrange any claim settlement with respect to a Plan or Policy.

3.11 Reinsurance. Cede, purchase or bind any reinsurance or retrocessions, including, but not limited to, facultative or treaty, on behalf of Company or Insurer, commit Company or Insurer to participate in insurance or reinsurance syndicates, collect any payment from a reinsurer or commit Company or Insurer to a claim settlement with a reinsurer.

ARTICLE 4 DUTIES AND OBLIGATIONS OF COMPANY

Commencing on the Effective Date, Company will faithfully perform all of Company's duties within the scope of the relationship created under this Agreement to the best of Company's professional knowledge, skill and judgment, which duties shall include, but not be limited to, the following:

4.1 Company or Insurer Rules. The Policies and Procedures and all applicable current and existing instructions, rules, bulletins and manuals currently issued by Company or Insurer shall be provided by Company to Producer at the address for Producer set forth in Section 14.4 hereof for notices to Producer, and all future revisions to the Policies and Procedures and instructions, rules, bulletins and manuals issued by Company or Insurer with respect to the business covered hereunder shall be provided by Company to Producer at such address (or such other address identified by Producer in writing).

4.2 Binding of Producer. Company will not bind Producer to any agreement, contract, promise or warranty, or make any representation or warranty on behalf of Producer, without Producer's prior written consent.

4.3 Plan Support and Administration. Consistent with the Plan profile set forth in the applicable Rx Proposal, Company shall provide administrative support services which shall include, but not be limited to, underwriting, pharmacy consulting, proposal preparation, point of sale response support, Policy issuance, group and Member eligibility administration, preparation of Member and promotional material at Producer's expense, retention of one or more pharmacy benefit management companies (a "PBM") for the administration of claims as set forth in Section 4.4, and such additional pharmacy services as may reasonably be requested by Producer to support the Plan and develop additional products for Producer.

4.4 Claims Processing and Administration. Company shall be responsible for acceptance, processing, adjustment, settlement and payment of claims with respect to Plans and Policies. It is understood that Company has retained the services of one or more PBMs to assist Company in the pricing of product and to directly administer and pay claims with

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respect to Plans and Policies. PBM services shall also include, but not be limited to, issuance of Member drug cards, assisting Members with Plan benefit coverage inquiries, prior authorization, provider selection and other provider‐related issues.

ARTICLE 5 LICENSES

At all times while this Agreement is in effect, Producer and its employees, agents and representatives who perform any duties under or in relation to this Agreement shall be duly and properly licensed by appropriate regulatory authorities in the Territory as required by applicable law, and Producer shall provide Company with copies of such licenses on the Effective Date and each anniversary thereof.

ARTICLE 6 COMPENSATION

6.1 Producer Commission. As compensation for its services pursuant to this Agreement, Producer shall be entitled to receive a commission based on the written premium collected (subject to adjustment as provided by Section 6.2) on Policies issued through Producer hereunder, which commission rate is set forth in Schedule C hereto (“Commission Rate”). The Commission Rate specified in Schedule C may be changed from time to time by Company. Any such change shall be effective after ninety (90) days’ written notice to Producer by Company or such longer period as required by applicable law. The commission shall be payable in accordance with Section 2.5(c)(2) or 2.5(d)(3), as applicable. Producer shall not be entitled to receive any commission on any premium that is subject to a collection action.

6.2 Return Commissions. During and following the term of this Agreement, Producer shall refund to Company unearned commissions due to cancellations, premium reductions, uncollected premium, collection actions or otherwise at the same rate as such commissions were originally paid. Such amounts shall be paid to Company by Producer within ten (10) days after the date that Company’s statement with respect thereto is received by Producer.

6.3 Effect of Termination. Commissions do not vest under this Agreement except as required by applicable law. In that regard, upon termination of this Agreement, Producer shall not be entitled to any further commissions under this Article 6, except that (a) in the case of a termination for any reason other than for Cause (as defined in Section 8.2), Producer shall be entitled to any commissions earned by Producer as of the effective date of such termination; and (b) if Company or Insurer directs Producer to perform the servicing, administration and management of the Policies following termination of this Agreement under Section 8.6, then Producer shall be entitled to any commissions earned with respect to Policies for which and only for so long as Producer performs the servicing, administration and management of such Policies following termination of this Agreement.

ARTICLE 7 ADVERTISING

Producer shall not make, publish, issue or insert or cause to have made, published, issued or inserted any advertisement, circular, pamphlet or other publication or statement, written or through electronic media (each an “Advertisement”), referring to Company, Insurer or the Policies or insurance transacted hereunder without Company’s express prior written approval and consent. The consideration for and the giving of consent shall relate to only the specific request made by Producer and shall not be construed to have applied to any subsequent material or program. The giving of consent shall not be construed as an agreement by Company or Insurer to bear any part of the expense of the Advertisement. Company shall use its commercially reasonable efforts to provide Producer with its written consent on a timely basis on each Advertisement presented to it by Producer for approval.

Unless otherwise agreed, all requests for written consent shall contain direct reproductions of all material (i.e., artwork, copy, script, photograph, video tape, magnetic recording tape, etc.) to be used in the reproduction of the Advertisement

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in the printed or electronic media. In addition, all requests shall include the schedule(s) for the commencement and duration of the advertising campaign for which the subject material will be used, unless such use will be of an ongoing nature without specific duration. Producer will pay, assume the obligation and be fully responsible for all costs and expenses associated with any Advertisement.

ARTICLE 8 TERM AND TERMINATION OF AGREEMENT

8.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with the provisions of this Article 8.

8.2 Termination for Cause. In accordance with applicable law (to the extent that applicable law prescribes specific requirements for termination) and the provisions hereof, Company may terminate this Agreement immediately for “Cause” upon written notification to Producer of such termination. Such written notice shall state the Cause with specificity and the effective date of termination. As used in this Article 8, the term Cause shall include, without limitation, any one or more of the following events:

(a) Conviction. Producer's indictment for or conviction of any felony, fraud or any crime involving dishonesty;

(b) Misapplication of Funds. The intentional misapplication, misdirection or misappropriation by Producer offunds or property of Company or Insurer or funds received by Producer for Company, Insurer or apolicyholder, the failure of Producer to remit to Company, Insurer or a policyholder funds due promptly afterwritten demand therefor, or the failure of Producer to comply with fiduciary requirements imposed on itunder this Agreement and applicable insurance laws and regulations;

(c) License Suspension or Revocation. The cancellation, suspension or revocation of or refusal to renew by theissuing insurance regulatory authority of any license required by Producer in order to perform its duties underthis Agreement;

(d) Dissolution, Insolvency, Liquidation. The institution of any voluntary or involuntary proceeding in bankruptcyor seeking the dissolution of Producer, or Producer being declared insolvent;

(e) Breach; Violation of Underwriting Rules. Producer materially breaches this Agreement or intentionally ornegligently violates the Policies and Procedures; or

(f) Change of Control. The sale or transfer of a thirty‐three percent (33%) or more ownership interest inProducer or the sale or transfer of thirty‐three percent (33%) or more of Producer’s assets, each in one ormore transactions measured from the Effective Date, without the prior written consent of Company.

8.3 Termination Without Cause. Either party may terminate this Agreement without Cause upon ninety (90) days’ prior written notice to the other party; provided, however, if a notice period of more than ninety (90) days is required under applicable law with respect to any such termination, this Agreement may be terminated in accordance with such applicable law. If this Agreement is terminated under this Section 8.3, Producer’s authority during the period commencing upon the date of notice of termination through the effective date of termination of this Agreement will be limited to servicing existing Policies and those duties and responsibilities outlined in Article 2 (except for Section 2.1) as they relate to the aforementioned authority.

8.4 Termination by Company upon Loss of Authority or Reinsurance. Company may terminate this Agreement immediately upon written notification to Producer upon the cancellation, revocation or suspension by any insurance regulatory or other governmental authority of Company’s or Insurer’s authority to transact insurance in any jurisdiction

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within the Territory, or Insurer’s inability to secure adequate reinsurance at a reasonable price as determined by Company or Insurer in its sole and absolute discretion.

8.5 Termination by Company if No Insurer Relationship. Upon the cancellation, termination or expiration of any agreement between Company and an Insurer that causes Company to not have a market for any class(es) of business or Policy, Company may immediately upon written notification to Producer either (a) maintain this Agreement in effect until such time as Company enters into a new agreement with an Insurer providing a market for such class(es) of business or Policy, it being understood and acknowledged by Producer that Producer will be unable to solicit any such class(es) of business or Policy until such time as Company enters into such new agreement, or (b) terminate this Agreement in its entirety.

8.6 Termination by Company if Insurer Terminates Producer’s Appointment or Status. Producer understands and acknowledges that each Insurer has the right to terminate, or direct Company to terminate, the appointment or status of Producer as a producer of Policies for such Insurer. If an Insurer directs Company to terminate Producer’s appointment and status as a producer under this Agreement, Company shall provide written notice to Producer and, if required by Insurer, make any filings with any insurance department or other regulatory agencies with respect to such termination. Upon Company’s written notification to Producer of an Insurer’s termination of Producer’s appointment or status as a producer of the Policies for such Insurer, Producer shall immediately cease soliciting applications for Policies for such Insurer, and Company shall have the right, but not the obligation, to terminate this Agreement in its entirety immediately upon written notice to Producer.

8.7 Obligations Upon Termination. Upon termination of this Agreement, all Policies then in force shall be serviced, administered and managed exclusively by Company, Insurer or its designee; provided, however, Company shall have the right to direct Producer to perform the servicing, administration and management of such Policies, and Producer shall comply with any such directive. In the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary (including, without limitation, Article 11), Company or its designee shall have the right to contact and communicate with policyholders under the Policies in connection with the servicing, administration, management, billing and renewal of the Policies, and Producer shall cooperate with Company in connection therewith. Producer shall return to Company any property (including the Policies and Procedures) of Company or Insurer that Producer may have in its possession within twenty‐four (24) hours following the termination or expiration of this Agreement.

ARTICLE 9 INDEPENDENT CONTRACTOR

This Agreement is not a contract of employment. Nothing contained in this Agreement shall be construed to create the relationship of joint venture, partnership or employer and employee between Company and Producer. Each party is an independent contractor and shall be free, subject to the terms and conditions of this Agreement, to exercise judgment and discretion with regard to the conduct of its business. Producer shall be solely responsible with respect to, and will promptly pay or withhold, as required, all taxes or sums due to the federal, state and/or local taxing authorities with respect to Producer and Producer's employees and licensees.

ARTICLE 10 CONFIDENTIALITY

10.1 Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean and include, but shall not be limited to, any and all information, both technical and non‐technical, tangible and intangible, with respect to any of Company’s or Insurer’s technology, procedures, data, records, methodologies, software, intellectual property, projections, systems, modes of operation, financial and accounting data, customer or client lists, lists of prospective customers or clients or new or existing accounts, CPI (as defined in Section 10.5), Company Expirations (as defined in Section 11.3), forms, Policies and Procedures, guidelines, marketing surveys, cost analyses, rates, processes and procedures, source code, software applications and configurations, business plans and

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modes of operation, regardless of the form or nature thereof; provided, however, that the term “Confidential Information” does not include (a) information which has previously become or subsequently becomes generally available to the public other than as a result of disclosure in violation of this Agreement or any law or (b) Producer Expirations (as defined in Section 11.2).

10.2 Use of Confidential Information. All Confidential Information made available to Producer, together with all physical and electronic embodiments thereof, shall be held by Producer in the strictest confidence. Producer shall use all such Confidential Information solely in connection with the performance of its duties hereunder or, if directed by Company to perform the servicing, administration and management of the Policies pursuant to Section 8.6 following termination of the Agreement, in connection with the performance of such post‐termination servicing duties. Producer shall not, at any time, without the advance written consent of Company in each instance, directly or indirectly: (a) disclose, sell, transfer or otherwise communicate or convey to any third person or entity the whole or any part of any of the Confidential Information; (b) make use of any of the Confidential Information in conducting any business with any other person or entity; or (c) permit or otherwise authorize or direct any other person to use or convey any of the Confidential Information for any purpose whatsoever.

10.3 Exclusive Property. Producer acknowledges that the Confidential Information represents a valuable business asset of Company or Insurer, as applicable, and that such Confidential Information shall remain the sole and exclusive property of Company or Insurer, as applicable. Under no circumstances whatsoever shall any of the Confidential Information be sold or disclosed to any person or entity, other than as specifically permitted pursuant to the terms of this Agreement, without the prior written consent of Company in each instance.

10.4 Return of Confidential Information. Producer agrees that it shall return to Company all physical or electronic embodiments of the Confidential Information upon the termination of this Agreement for any reason within twenty‐four (24) hours following such termination. The Confidential Information shall be returned in a medium which is reasonablyusable by Company. Producer shall not retain copies, electronic or otherwise, of any of the Confidential Information.

10.5 Securing of Claimant Personal Information. Without limiting the other terms and conditions of this Article 10, the following terms and conditions shall apply to “CPI.” For purposes of this Agreement, “CPI” shall mean claimant personal information supplied to Producer relating to or as a result of the services provided by Producer hereunder, including without limitation: (i) an individual’s name, address, e‐mail address, IP address, telephone number and/or social security number, (ii) the fact that an individual has a relationship with Company or Insurer, (iii) an individual’s account information; (iv) any information regarding an individual’s medical history or treatment; and (v) any other information of or relating to an individual that is protected from disclosure by applicable Privacy Laws. For purposes of this Agreement, “Privacy Laws” shall mean any federal, state or local laws, rules or regulations of any jurisdiction, as applicable to Producer for the services hereunder, addressing the protection of and/or the notification after a security incident regarding CPI.

(a) Generally. The parties acknowledge that, among other things, the Privacy Laws govern the unauthorized useor disclosure of personal information about consumers. Producer shall protect and keep strictly confidentialall CPI to the extent required by applicable Privacy Laws. At any time, upon Company’s request, Producer shallreturn to Company (or destroy) all CPI in its possession, or in the event Producer and Company determineafter mutual agreement that it is infeasible for Producer to return or destroy the CPI, then the provisions ofArticle 10 shall remain in full force and effect as to such CPI, and Producer shall make no further uses ordisclosures of the CPI except to the extent required by applicable law.

(b) Producer Covenants With Respect to CPI. Notwithstanding any other provision of this Agreement, Producercovenants that, with respect to any CPI, it shall: (i) comply with all applicable Privacy Laws in performingservices and its other obligations hereunder (in particular federal Privacy Laws such as the Federal HealthInsurance Portability and Accountability Act ("HIPAA") and state Privacy Laws such as the Massachusetts datasecurity regulation, 201 CMR 17.00 et seq., regarding administrative and technical measures to safeguard

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personal and health information); (ii) maintain (and require any third party service provider or subcontractor to maintain) adequate administrative, technical, and physical safeguards to ensure the security and confidentiality of CPI; (iii) notify Company immediately and in compliance with applicable state breach notification laws in writing when Producer has reason to believe that CPI may have been subject to unauthorized disclosure, access, or use, which notification shall include the following information when and to the extent determined: (A) the nature of the unauthorized disclosure or use; (B) the CPI disclosed or used; (C) the identity of the person(s) or entity(ies) who received the unauthorized disclosure or made the unauthorized use; (D) what corrective action Producer took or will take to prevent further unauthorized disclosures or uses; and (E) such other information as Company may reasonably request; and (iv) take all reasonable and appropriate steps, at Producer’s expense, including the provision of notice to affected individuals, to protect CPI in the event of a failure of Producer’s security safeguards or unauthorized access to CPI from or through Producer.

10.6 Injunctive Relief. Producer acknowledges and agrees that any breach of Producer’s obligations under this Article 10 would cause immediate and irreparable harm to Company for which money damages would not constitute an adequate remedy, and that in the event of any such breach, Company shall be entitled to immediate injunctive relief in addition to any other remedies available to Company (including, without limitation, indemnification under Article 13).

ARTICLE 11 OWNERSHIP OF EXPIRATIONS

11.1 Definition of Expirations. For purposes of this Article 11, “Expirations” shall mean all clients, customers, insurance accounts and policyholders that are issued Policies, together with all expirations and other records pertaining thereto, rights to commissions thereon and all goodwill in connection therewith.

11.2 Producer Expirations. Subject to the provisions of this Article 11, the use and control of any Expirations on Policies produced directly by Producer and placed through Company with Insurer hereunder (the “Producer Expirations”) shall remain in the undisputed possession and ownership of Producer, and Company shall not use its records of such Producer Expirations in a manner which would abridge Producer’s right of ownership, use and control thereof. Provided, however, if Producer has not properly accounted for and paid and delivered or Company has not otherwise received all premiums due Company or Insurer hereunder, the ownership, use and control of the Producer Expirations shall be vested in Company as of the date of the notice of termination of this Agreement. In that event, Company shall have the sole right to use and control the Producer Expirations to the extent of Producer’s obligations to Company, and Company may either (a) keep all commissions payable on the Producer Expirations or their renewals and apply such amounts against amounts due Company hereunder or (b) sell the Producer Expirations to another agent, broker or insurer. In either event, if Company does not recover funds sufficient to pay amounts Producer owes hereunder, Producer shall still remain liable for the amounts that remain unpaid. If, however, the amount Company recovers is more than the amount Producer owes Company hereunder, Company shall deduct its expenses and remit any such excess to Producer.

11.3 Company Expirations. Producer acknowledges and agrees that all Expirations based on Policies produced by Company directly or produced through other insurance producers (“Company Expirations”) are and shall be the sole and exclusive property of Company (or such other producers, as applicable) and shall continue to be the business of Company (or such other producers, as applicable) both during and after the termination or expiration of this Agreement for whatever reason.

11.4 No Right to Company Expirations. Producer specifically acknowledges that it has no ownership interest or rights of any kind in or to the Company Expirations, and no vested or contingent rights to any commissions or compensation thereon.

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11.5 General Solicitations by Company. Notwithstanding any provision of this Agreement to the contrary (including this Article 11), under no circumstances shall Company or Insurer be required to remove the name of any person or entity (including, without limitation, policyholders and certificate holders under the Policies) from any lists that Company or Insurer may use in making general solicitations for its products provided that such lists are not compiled by Company using the Producer Expirations.

ARTICLE 12 ASSIGNMENT

This Agreement and the rights, duties and obligations of Producer hereunder may not be assigned to any person by Producer without the prior written consent of Company, and any purported assignment in the absence of such consent shall be void.

ARTICLE 13 INDEMNIFICATION

13.1 Indemnification of Company and Insurer. Producer shall indemnify, defend and hold harmless Company, Insurer, and their respective affiliates as well as their respective directors, officers, agents, employees and shareholders from and against any and all claims, suits, hearings, actions, damages, liabilities, fines, penalties, costs, losses, judgments or expenses, including reasonable attorneys’ fees (collectively, “Indemnification Claims”), caused by or resulting from (a) any breach of this Agreement by Producer or (b) any alleged misconduct, act, error or omission by Producer or by any of Producer's officers, directors, affiliates, shareholders, employees, agents, representatives or independent contractors, except to the extent such alleged misconduct, act, error or omission is primarily attributable to Company or Insurer either because (y) Company or Insurer approved the same or (z) Producer's action or omission was the result of its compliance with the Policies and Procedures issued by Company to Producer.

13.2 Indemnification of Producer. Company shall indemnify, defend and hold harmless Producer and its affiliates as well as their respective directors, officers, agents, employees and shareholders from and against any and all Indemnification Claims caused by or resulting from (a) any breach of this Agreement by Company or (b) any alleged misconduct, act, error or omission of Company or by any of Company’s officers, directors, affiliates, shareholders, employees, agents, producers, representatives or independent contractors, except to the extent such alleged misconduct, act, error or omission is primarily attributable to Producer.

13.3 Notice of Claim for Indemnification. Upon obtaining knowledge of an Indemnification Claim which could give rise to indemnification under this Article 13, the party demanding such indemnification (the “Indemnitee”) shall promptly notify the party from whom indemnification is sought (the “Indemnitor”), in writing, of any Indemnification Claim which the Indemnitee has determined has given or could give rise to a right of indemnification under Sections 13.1 or 13.2 hereof (the “Notice of Claim”). The Notice of Claim shall specify, in reasonable detail, the nature of any such Indemnification Claim giving rise to the right of indemnification.

13.4 Defense of Third Party Claims. With respect to any third party Indemnification Claim set forth in a Notice of Claim, the Indemnitor may defend, in good faith and at its own expense, any such Indemnification Claim and the Indemnitee, at its expense, shall have the right to participate in the defense of any such third party Indemnification Claim. In connection with its defense of a third party Indemnification Claim, the Indemnitor may select counsel for the defense or prosecution of such action, which counsel shall be subject to the reasonable approval of the Indemnitee. So long as the Indemnitor is defending in good faith any such third party Indemnification Claim, the Indemnitee shall not settle or compromise such third party Indemnification Claim. The Indemnitee shall make available to the Indemnitor or its representatives all records and other materials reasonably required by them for its use in contesting any third party Indemnification Claim and shall cooperate fully with the Indemnitor in the defense of all such Indemnification Claims. The Indemnitor may settle any claim without the consent of the Indemnitee in the event that the sole relief requested is

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money damages and such money damages are paid in full by the Indemnitor and all litigation against the Indemnitee with respect thereto is dismissed with prejudice.

ARTICLE 14 GENERAL PROVISIONS

14.1 Offset. All amounts due Producer under this Agreement shall be subject to the right of offset by Company. In the avoidance of doubt, Company shall be entitled to offset Policy premiums or other amounts that are not received by Company from any commission or other amounts due Producer under this Agreement.

14.2 Further Instruments. Each party shall execute and deliver all further instruments, documents and papers, and shall perform any and all acts necessary, to give full force and effect to all of the terms and provisions of this Agreement.

14.3 Severability. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement.

14.4 Notices. All notices, statements or demands shall be in writing and shall be served in person, by facsimile transmission, by express mail, by certified mail or by private overnight delivery. Service shall be deemed conclusively made (a) at the time of service, if personally served, (b) at the time of transmission, if served by facsimile, provided that a copy thereof is deposited in the United States mail, properly addressed and postage prepaid, within twenty‐four (24) hours following such facsimile transmission, (c) twenty‐four (24) hours after deposit in the United States mail, properly addressed and postage prepaid, if served by express mail, (d) five (5) days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail and (e) twenty‐four (24) hours after delivery by the party giving the notice, statement or demand to the private overnight deliverer, if served by private overnight delivery.

Any notice or demand required to be made under this Agreement to Producer shall be given to:

Producer:

Any notice or demand required to be made under this Agreement to Company shall be given to:

PRAM Insurance Services, Inc. 1 Pointe Drive, Suite 120 Brea, CA 92821 714‐672‐6847 Attn: Lisa M. Collier, CEO [email protected]

Any party may, by virtue of written notice in compliance with this paragraph, alter or change the address or the identity of the person to whom any notice, or copy thereof, is to be sent.

14.5 Waivers. A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any other obligation hereunder.

14.6 Entire Agreement. This Agreement, together with any applicable Rx Proposal and any schedules and/or exhibits attached hereto, contain the entire understanding of the parties hereto relating to the subject matter hereof and supersede all prior and collateral agreements, understandings, statements and negotiations of the parties. Each party acknowledges that no representations, inducements, promises or agreements, oral or written, with reference to the subject matter hereof have been made other than as expressly set forth herein.

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14.7 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to the conflict of laws provisions thereof. Any action concerning or dispute arising out of or resulting from this Agreement, regarding the interpretation of this Agreement, or regarding the relationship between the parties created pursuant to this Agreement or the negotiations leading to its execution shall be filed and maintained only in the Superior Court of the State of California, Orange County, or The United States District Court for the Southern District of California.

14.8 Gender and Number. In all matters of interpretation, whenever necessary to give effect to any provision of this Agreement, each gender shall include the other, the singular shall include the plural and the plural shall include the singular.

14.9 Article and Section Headings. The titles of the Articles and Sections of this Agreement are for convenience only and shall not in any way affect the interpretation of any provision or condition of this Agreement.

14.10 Third Parties. Except as may be expressly set forth herein, the parties hereto do not intend to confer any rights or remedies upon any person other than the parties hereto.

14.11 Legal Action. In the event of any litigation between or among the parties hereto respecting or arising out of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys' fees and costs, whether or not such litigation proceeds to final judgment or determination.

14.12 Survival. Sections 2.5, 2.6, 2.9, 2.11, 2.12, 6.2, 6.3 and 8.7 and Articles 9, 10, 11, 12, 13 and 14 shall survive the termination of this Agreement.

14.13 Amendment. This Agreement may not be amended except by a writing signed by both parties.

14.14 Counterparts. This Agreement may be executed in counterparts which, taken together, shall constitute the whole of the Agreement as between the parties.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

PRODUCER COMPANY Professional Risk & Asset Management Insurance Services Inc., DBA: PRAM Insurance Services, Inc.

By: By:

Name: Name:

Title: Title:

Date: Date:



State Available for Marketing

ALABAMA X

ALASKA

ARIZONA X

ARKANSAS X

CALIFORNIA

COLORADO

CONNECTICUT X

DELAWARE X

DISTRICT OF COLUMBIA X

FLORIDA X

GEORGIA X

HAWAII X

IDAHO X

ILLINOIS X

INDIANA X

IOWA X

KANSAS

KENTUCKY X

LOUISIANA X

MAINE

MARYLAND

MASSACHUSETTS

MICHIGAN X

MINNESOTA

MISSISSIPPI X

MISSOURI X

State Available for Marketing

MONTANA

NEBRASKA X

NEVADA X

NEW HAMPSHIRE

NEW JERSEY

NEW MEXICO

NEW YORK

NORTH CAROLINA

NORTH DAKOTA X

OHIO

OKLAHOMA X

OREGON

PENNSYLVANIA X

RHODE ISLAND X

SOUTH CAROLINA X

SOUTH DAKOTA

TENNESSEE X

TEXAS X

UTAH

VERMONT X

VIRGINIA X

WASHINGTON

WEST VIRGINIA X

WISCONSIN X

WYOMING X

STATE AVAILABILITY FOR MARKETING TO INDIVIDUALS & EMPLOYER GROUPS WITHIN BLOOM BENEFITS ASSOCIATION

Territory & Class of BusinessClass of Business: Prescription Drug InsuranceAuthorized States: Please see chart below

SCHEDULE “A”



Premium & Billing CollectionSCHEDULE “B”

Broker / Distribution Partner Self-Bills

PRAM invoices Broker / Distribution Partner

PRAM invoices direct to the end-user client - either on an individual basis or by group

PRAM automatically debits monthly amount owed via ACH or Credit Card, direct from the end user client - either on an individual basis or by group - through use of PRAM’s partner portal

To be determined



Commission ScheduleSCHEDULE “C”

The Commission Rate specified herein may be changed from time to time by Company. Any such change shall be effective after ninety (90) days’ written notice to Producer by Company or such longer period as required by applicable law.

9 PRAM will remit agreed upon compensation to applicable Client / Entities / Agents monthly, based upon production of all applicable producers. Compensation is paid based upon premium RECEIVED.

AGENT / AGENCY DIRECT DEPOSIT FORM




Authorized Name Authorized Signature Date

Please return this form via one of the following options:

EMAIL:[email protected]

FAX:714-255-0977Attn: Audrey Bridges

MAIL:Attn: Audrey BridgesPRAM Insurance Services, Inc.1 Pointe Dr., #120, Brea, CA 92821

Bank Name:

Bank City/State:

Routing/Transit No:

Account Name:

Account Number:

Payee Name:(must match W-9)

Phone: Email:

Address:

BANK ACCOUNT INFORMATION checking savings

ROUTING NUMBER IS 9 DIGITS!

REGISTERED REPRESENTATIVE ADDRESSstatements will be mailed to this address or you may request that they be emailed to the email address provided.

please email me my statements

By the signature(s) set forth herein, I/we hereby authorize PRAM to deposit my/our compensation payments directly to the Individual/Corporate Account at the Depository set forth herein. I/we hereby authorize the Depository to accept such deposits and post them to my/our Individual/Corporate Account.

This authorization will remain in full force and effect until PRAM has received written notification of its termination in such time and manner as to afford PRAM and my/our Depository a reasonable opportunity to act on it. THIS AUTHORIZATION MAY BE REVOKED ONLY BY NOTIFYING PRAM IN THE MANNER SPECIFIED IN THIS AUTHORIZATION FORM. Furthermore, PRAM has the authority to discontinue the direct deposit service with a 30-day advance notice of such termination.

PRAM shall be entitled to rely upon all Depository information provided on this form (i.e. Depository name, Depository Account Number, etc.) for as long as this arrangement remains in effect, and PRAM shall incur no liability or loss whatsoever as a result of relying on such information. PRAM shall not be required to verify the accuracy of any Depository information (including but not limited to the name on the Depository account) and may rely solely on the Depository account number even if the number identifies a person other than me/us. I/we understand that PRAM’s liability under the commission schedule/producer agreement is fully satisfied by virtue of the direct deposit made, and that PRAM is not responsible if someone withdraws such funds.

If for any reason the Depository information changes, it is agreed that it is the sole responsibility of the Account holder(s) to give written notice to inform PRAM as soon as possible of any change, but not less than ten (10) businses days prior to the effective date of such change. When changing Depository accounts, it is understood that the current account will be left open until initial deposit is made into the new account and that PRAM will not be responsible for any misdirection of funds due to lack of notice or late notice of such change of Depository account information and/or status.



FIELD MARKETING ORGANIZATION

COMPENSATION STRUCTURE (Commissions + Fees)

*whichever is greater

Plans and rates are effective 1/1/18

Product must be sold alongside a medical plan.If not sold alongside, the client must have an inforce medical plan.FMO production requirement is 1,000+ new primary enrollments per year.Earned commission and fees are vested for the life of the sold policies.

FMO - Authorized Representative - Signature Acknowledgement Date

Printed Name and Title

SCHEDULE OF BENEFITS GENERIC ONLY BRAND WRAP 1 BRAND WRAP 2ANNUAL DEDUCTIBLE $0 Per Member $100 Per Member $100 Per Member

FORMULARY Rx Value Rx Balance Rx Balance

RETAIL CO-PAY

FORMULARY GENERICS $10 $10 $10

FORMULARY BRANDS N/A $50 or 50%* $35 or 50%*

NON-FORMULARY N/A N/A N/A

MAXIMUM BENEFITS PAYABLE

MONTHLY MAXIMUM $300 Per Member $400 Per Member $400 Per Member

MONTHLY RATES

INDIVIDUAL $44.81 $55.89 $61.03

INDIVIDUAL + SPOUSE $74.72 $97.16 $107.60

INDIVIDUAL + (CHILD)REN $68.92 $89.60 $99.21

FAMILY $90.18 $117.35 $129.99

MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is effective when signed by and between Professional Risk & Asset Management Insurance Services, Inc, DBA: PRAM Insurance Services, Inc., and _______________________________, collectively referred to as the "Parties." This agreement is to intended to create a mutually beneficial business relationship between the Parties during the stages of information exchange and provision of services that are required to establish and set the stage for a real and tangible joint business opportunity. The Parties desire to disclose, on a confidential basis, certain information, process, clients, business contacts and documents considered confidential and/or proprietary by the Parties concerning their respective businesses. The Parties wish to maintain the confidentiality and/or the proprietary nature of the confidential information disclosed. In consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows: 1. Confidential Information: The Parties agree that information disclosed orally, electronically, or in writing or

made available by any Party ("Disclosing Party") to another Party ("Recipient"), including, but not limited to, information acquired from employees; trade secrets; strategic plans; invention plans and disclosures; customer information; suppliers; software; distribution channels; marketing studies; intellectual property; information relating to process and insurance products, plan designs & rates, business plans, business opportunities, marketing plans, finances, research, development, know how or personnel; confidential information originally received from third parties; information relating to any type of technology, and all other material whether written or oral, tangible or intangible, shall be deemed "Confidential Information." In addition, the existence and terms of this Agreement shall also be treated as Confidential Information. The parties agree that any Confidential Information disclosed prior to the execution of this Agreement was intended to be and shall be subject to the terms and conditions of this Agreement.

2. Recipients' Obligations: The parties expressly agree that the Recipient shall not use Confidential Information

in the development of any products or services for its own account or for the account of a third party unless expressly agreed to by the Disclosing Party in writing. Further, the Parties agree not to use the Confidential Information for purposes other than that necessary to consider the possibility of entering into a business relationship or transaction between the Parties. The Recipient shall protect the Confidential Information by using the same degree of care, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own Confidential Information. The Recipient shall limit its internal disclosure of the Confidential Information to only those employees and agents who have a need to know the information for the limited purpose of the proposed business relationship between the Parties. The Parties agree that they will each direct their respective employees and agents to maintain the confidentiality of the Confidential Information.

The obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between the Disclosing Party and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor in possession or the equivalent of any of the foregoing under local law.

3. Exceptions: This Agreement shall impose no obligations with respect to Confidential Information which:

a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public;

b) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure;

c) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure;

d) is information which the receiving party can document was independently developed by the receiving

party; e) is required to be disclosed pursuant to law, provided the receiving party uses reasonable efforts to give

the disclosing party reasonable notice of such required disclosure; or f) is disclosed with the prior written consent of the disclosing party.

Additionally, in the event of a disclosure required pursuant to a requirement of a governmental agency or law, the Party seeking to disclose Confidential Information will provide to the Disclosing Party notice prior to such disclosure in order to afford the Disclosing Party a reasonable opportunity to file objections to the disclosure with the appropriate agency or entity.

4. Continued Development Efforts: The Parties acknowledge and agree that all parties have been engaged, and

continue to engage in activities to develop, test, market, manufacture and/or sell the technology, products and/or services that is the subject of a potential transaction or business relationship between the Parties and acknowledge and agree that nothing contained in this Agreement shall restrict or prohibit any party from continuing such development efforts whether or not with each other, and that such continuing development efforts will not be considered a breach of the terms and provisions of this Agreement.

Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any promise or intention to make any purchase of products or services by any party or its affiliated companies or any commitment by any party or its affiliated companies with respect to the present or future marketing of any product or service.

5. Ownership of Confidential Information: All Confidential Information, and all material items delivered by the

Disclosing Party to the Recipient, remains the property of the Disclosing Party and no license or other rights in the Confidential Information are granted to the Recipient by this Agreement or by the act of disclosure. No rights, obligations, representations or terms other than those expressly set forth herein are to be implied from this Agreement. In particular, without limitation, no license is hereby granted directly or indirectly to any Party or their respective employees: (a) under any patent, trademark, trade secrets or copyright; or (b) to use the other Party's name, trade names, trademarks, intellectual property, service marks, logos or designs for any purpose; without the other Party's prior written permission.

6. Return of materials and documents: Upon the written request of the Disclosing Party, the Recipient shall

return to it (or, at the request of the Disclosing Party, erase or destroy) all materials that contain or embody any Confidential Information of the Disclosing Party, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. Return or destruction of such material shall not relieve the Recipient of its obligations of confidentiality. Upon the request of the Disclosing Party, the Recipient will certify that it has complied with the provisions of this paragraph.

7. Non Circumvention: In addition, the Parties agree to not circumvent each other and work with business

associates, clients, and other third party vendors introduced by each party in this ease. The parties may introduce each other to companies that are interested in acquiring companies or being acquired. It is understood that the introducing party retains ownership of such a referral and that the other party cannot deal directly with such referred company without the written consent of the referring party. This non circumvention provision shall expire at the end of two (2) years from the termination of this Agreement.

8. Non Solicitation: For a period of two (2) years after the termination of this Agreement, all parties agree that

they will not solicit for hire, or hire or advice or assist others with the opportunity to do the same, any employee of any other party, without the prior written consent of such other party.

9. Remedy: The Parties hereby acknowledge that unauthorized disclosure or use of Confidential Information or a

breach of this Agreement could cause significant and irreparable harm, which may be difficult to ascertain, and that money damages would be inadequate compensation. Accordingly, the Parties agree that the Disclosing Party shall have the right to seek and obtain injunctive relief from breaches of this Agreement in addition to any other rights and remedies it may have from a court of competent jurisdiction.

10. Termination: This Agreement shall survive and remain in effect until expressly terminated in writing and

signed by all Parties, or until three (3) years from the date of execution, whichever is earlier. 11. General: This Agreement contains the entire agreement between the parties, and supersedes any prior written

or oral agreements between them concerning the subject matter contained herein. The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of all parties. The waiver of any party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. This Agreement constitutes the product of negotiations of the parties hereto and any enforcement hereof will be interpreted in a neutral manner and not more strongly for against any party based upon the source of the draftsmanship of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall continue to be fully effective. This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties shall be construed and enforced in accordance with, and governed by, the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

Signature Signature Name: Name: Title: Title: Date: Date:

AGREEMENT WITH BUSINESS ASSOCIATE

This Agreement (“BAA”) is effective upon execution, and is made by and between__________________________________ (“Business Associate”) and PRAM Insurance Services, Inc. (“Company”). Company and Business Associate mutually agree to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations (45 C.F.R. Parts 160-64) and the requirements of the Health Information Technology for Economic and Clinical Health Act, as incorporates in the American Recovery and Reinvestment Act of 2009 (the “HITECH Act”), that are applicable to business associates, along with any guidance and/or regulations issued by DHHS. Company and Business Associate agree to incorporate into this Agreement any regulations issued with respect to the HITECH Act that relate to the obligations of business associates. Business Associate recognizes and agrees that it is obligated by law to meet the applicable provisions of the HITECH Act. A. Privacy & Security of Protected Health Information and Electronic Protected Health Information.

1. Permitted Uses and Disclosures. Business Associate is permitted or required to use or disclose Protected Health Information (“PHI”) and electronic PHI it creates or receives for or from Company or to request PHI and electronic PHI on Company’s behalf only as follows: a) Functions and Activities on Company’s Behalf. To perform functions, activities, services, and operations on

behalf of Company, consistent with HIPAA, the HITECH Act, and their implementing regulations as specified in the Producer Appointment Agreement.

b) Business Associate’s Operations. Business Associate may use the Minimum Necessary PHI and electronic PHI

for Business Associate’s proper management and administration or to carry out Business Associate’s legal responsibilities. Business Associate may disclose the Minimum Necessary PHI and electronic PHI for Business Associate’s proper management and administration or to carry out Business Associate’s legal responsibilities only if: (i) The disclosure is required by law; or (ii) Business Associate obtains reasonable assurance, evidenced by written contract, from any person or

organization to which Business Associate will disclose PHI or electronic PHI that the person or organization will: a. Hold such PHI, electronic PHI in confidence and use or further disclose it only for the purpose for

which Business Associate disclosed it to the person or organization or as Required by Law; and b. Promptly notify Business Associate (who will in turn promptly notify Company) of any instance of

which the person or organization becomes aware in which the confidentiality of such PHI or electronic PHI was breached.

2. Minimum Necessary and Limited Data Set. Business Associate’s use, disclosure or request of Protected Health

Information shall utilize a Limited Data Set if practicable. Otherwise, Business Associate will, in its performance of the functions, activities, services, and operations specified in Section A.1(a) above, make reasonable efforts to use, to disclose, and to request of a Covered Entity only the minimum amount of Company’s Protected Health Information reasonably necessary to accomplish the intended purpose of the use, disclosure or request.

3. Prohibition on Unauthorized Use or Disclosure. Business Associate will neither use nor disclose PHI or electronic

PHI except as permitted or required by this Agreement, as otherwise permitted in writing by Company, or as required by law. This Agreement does not authorize Business Associate to use or disclose PHI or electronic PHI in a manner that would violate the requirements of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts 160-64) or the HITECH Act and its implementing regulations, if done by Company, except as set forth in Section A(1)(b).

4. Sale of PHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI except where

permitted by the Agreement and consistent with applicable law. 5. Marketing. Business Associate shall not directly or indirectly receive payment for any use or disclosure of PHI for

marketing purposes except where permitted by the Agreement and consistent with applicable law.

6. Fundraising. Business Associate shall not use or disclose PHI for fundraising purposes except where permitted by the Agreement and consistent with applicable law.

7. Genetic Information. Business Associate shall not use or disclose genetic information to the extent prohibited by 45

C.F.R § 164.502(a)(5)(i). 8. To the extent that Company and Business Associate agree that Business Associate is to carry out Company’s or its

clients’ obligations under 45 C.F.R. Part 164, Subpart E (the Privacy Rule), Business Associate shall comply with the requirements of the Privacy Rule that apply to Company or its clients in the performance of such obligation. In addition, Business Associate shall comply with the applicable requirements of 45 C.F.R. Part 164, Subpart C. This provision shall not be interpreted to limit the generality of any other provision of this Agreement.

9. Information Safeguards. Business Associate will develop, document, implement, maintain, and use appropriate

administrative, technical, and physical safeguards, in compliance with Social Security Act § 1173(d) (42 U.S.C. § 1320d-2(d)), 45 C.F.R. Part 164, Subparts C & E, and any other implementing regulations issued by the U.S. Department of Health and Human Services (including, but not limited to, CMS Core Security Requirements, if applicable), and any other applicable laws. The safeguards will be designed to preserve the integrity, availability and confidentiality of electronic PHI, and to prevent intentional or unintentional non-permitted or violating use or disclosure of, PHI. Business Associate will additionally develop any safeguards to the extent required by the HITECH Act. Business Associate will document and keep these safeguards current. Business Associate agrees to mitigate any harmful effect that is known to the Business Associate resulting from a use or disclosure of PHI or electronic PHI by the Business Associate or its subcontractors in violation of the requirements of this Agreement.

10. Subcontractors and Agents. Business Associate will require any of its subcontractors and agents, to which Business

Associate is permitted by this Agreement or in writing by Company to disclose PHI and electronic PHI, to provide reasonable assurance, evidenced by written contract, that such subcontractor or agent will comply with the same privacy and security obligations as Business Associate with respect to such PHI and, electronic PHI.

B. Compliance with Standard Transactions. If Business Associate conducts, in whole or part, Standard Transactions for or

on behalf of Company, Business Associate will comply, and will require any subcontractor or agent involved with the conduct of such Standard Transactions to comply, with each applicable requirement of 45 C.F.R. Part 162. Business Associate will not enter into, or permit its subcontractors or agents to enter into, any Trading Partner Agreement in connection with the conduct of Standard Transactions for or on behalf of Company that: 1. Changes the definition, data condition, or use of a data element or segment in a Standard Transaction; 2. Adds any data element or segment to the maximum defined data set; 3. Uses any code or data element that is marked “not used” in the Standard Transaction’s implementation specification

or is not in the Standard Transaction’s implementation specification; or 4. Changes the meaning or intent of the Standard Transaction’s implementation specification.

C. Individual Rights.

1. Access. Business Associate will, within five (5) business days after Company’s request, make available to Company or, at Company’s direction, to the individual (or the individual’s personal representative) for inspection and obtaining copies any PHI and electronic PHI about the individual that is in Business Associate’s custody or control, so that Company may meet its access obligations under 45 C.F.R. § 164.524 and, where applicable, the HITECH Act. Business Associate shall make such information available in an electronic format where directed by Company.

2. Amendment. Business Associate will, upon receipt of notice from Company, promptly amend or permit Company access to amend any portion of the PHI and electronic PHI, so that Company may meet its amendment obligations under 45 C.F.R. § 164.526.

3. Disclosure Accounting. So that Company may meet its disclosure accounting obligations under 45 C.F.R. § 164.528:

a) Disclosure Tracking. Business Associate will record information concerning each disclosure of PHI or

electronic PHI, not excepted from disclosure tracking under Agreement Section C.3(b) below, that Business Associate makes to Company or a third party. The Disclosure Information Business Associate will record includes: (i) the disclosure date; (ii) the name and (if known) address of the person or entity to whom Business Associate made the disclosure; (iii) a brief description of the PHI or electronic PHI disclosed; and (iv) a brief

statement of the purpose of the disclosure (items i-iv, collectively, the “disclosure information”). Business Associate further shall provide any additional information to the extent required by the HITECH Act and any accompanying regulations. For repetitive disclosures Business Associate makes to the same person or entity for a single purpose, Business Associate may provide (x) the disclosure information for the first of these repetitive disclosures; (y) the frequency, periodicity or number of these repetitive disclosures; and (z) the date of the last of these repetitive disclosures.

Business Associate will make this disclosure information available to Company within ten (10) business days after Company’s request.

b) Exceptions from Disclosure Tracking. Business Associate need not record disclosure information or

otherwise account for disclosures of PHI or electronic PHI that this Agreement or Company in writing permits or requires (i) for purposes of Treating the individual who is the subject of the PHI or electronic PHI disclosed, payment for that Treatment, or for the Health Care Operations of Company or Business Associate (except where such recording or accounting is required by the HITECH Act, and as of the effective dates for this provision of the HITECH Act); (ii) to the individual who is the subject of the PHI or electronic PHI disclosed or to that individual’s personal representative; (iii) pursuant to a valid authorization by the person who is the subject of the PHI or electronic PHI disclosed; (iv) to persons involved in that individual’s health care or Payment related to that individual’s health care; (v) for notification for disaster relief purposes; (vi) for national security or intelligence purposes; (vii) as part of a Limited Data Set; or (viii) to law enforcement officials or correctional institutions regarding inmates or other persons in lawful custody.

c) Disclosure Tracking Time Periods. Unless otherwise provided under the HITECH Act, Business Associate must have available for Company the disclosure information required by Agreement Section C.3(a) for the six (6) years preceding Company’s request for the disclosure information. In addition, where Business Associate is contacted directly by an individual based on information provided to the individual by Company, and where so required by the HITECH Act and/or any accompanying regulations, Business Associate shall make such Disclosure Information available directly to the individual.

4. Restriction Requests; Confidential Communications. Business Associate shall immediately notify Company’s

Privacy Officer of any individual request made pursuant to 45 C.F.R. § 164.522 that Company or Business Associate restrict the disclosure of protected health information of the individual. Business Associate will comply with any requests for restriction requests and confidential communications of which it is aware and to which Company agrees pursuant to 45 C.F.R. § 164.522 (a) and (b).

5. Inspection of Books and Records. Business Associate will make its internal practices, books, and records, relating

to its use and disclosure of PHI or electronic PHI, available to Company and to the U.S. Department of Health and Human Services to determine compliance with 45 C.F.R. Parts 160-64 or this Agreement.

D. Breach of Privacy & Security Obligations.

1. Breach. Business Associate will report to Company any use or disclosure of PHI or electronic PHI not permitted by this Agreement or by Company in writing. Business Associate will make the report to Company’s Privacy Officer within three (3) business days after Business Associate knew or by the exercise of reasonable diligence should have known of such non-permitted use or disclosure. In addition, Business Associate will report, following discovery and without unreasonable delay, but in no event later than three (3) business days following discovery, any "Breach" of "Unsecured Protected Health Information" as these terms are defined by the HITECH Act and any implementing regulations, even if Business Associate deems the unauthorized acquisition, access or use to be in good faith, unintentional or inadvertent and even if Business Associate deems the risk of harm posed to the individuals involved to be insignificant. Business Associate shall cooperate with Company in investigating the Breach and in meeting the Company’s obligations under the HITECH Act and any other security breach notification laws. Any such report shall include the identification (if known) of each individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such Breach. Business Associate’s report will, at a minimum: a) Identify the nature of the non-permitted access, use or disclosure, including the date of the Breach and the

date of discovery of the Breach;

b) Identify the PHI or electronic PHI accessed, used or disclosed as part of the Breach (e.g. full name, social security number, date of birth, etc.);

c) Identify who made the non-permitted or violating access, use or disclosure and who received the non- permitted disclosure;

d) Identify what corrective action Business Associate took or will take to prevent further non-permitted access, uses or disclosures;

e) Identify what Business Associate did or will do to mitigate any deleterious effect of the non-permitted access, use or disclosure; and

f) Provide such other information, including a written report, as Company may reasonably request.

2. Security Incident. Business Associate will additionally report to Company as requested by the Company any attempted or successful (a) unauthorized access, use, disclosure, modification, or destruction of Company’s electronic PHI of which Business Associate becomes aware, or (b) interference with system operations in Business Associate’s Information System containing Company’s electronic PHI (“Security Incident”) of which Business Associate becomes aware. If the Security Incident resulted in an unauthorized access, use, or disclosure, then a written report shall be provided according to the timeline and content requirements in Section D.1 above.

3. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect resulting from any Breach or attempted or successful Security Incident. In addition, Business Associate shall cooperate with and implement any reasonable mitigation requests by Company relating to any Breach or attempted or successful Security Incident. Any mitigation performed pursuant to this Section shall be done at Business Associate’s expense.

E. General Provisions.

1. Termination of Agreement. a) Right to Terminate for Breach.

(i) Company may terminate Agreement if it determines, in its sole discretion, that Business Associate has breached any provision of this Agreement. Company may exercise this right to terminate Agreement by providing Business Associate written notice of termination, stating the breach of the Agreement that provides the basis for the termination. Any such termination will be effective immediately or at such other date specified in Company’s notice of termination. If for any reason Company determines that Business Associate has breached the terms of this Agreement and such breach has not been cured, but Company determines that termination of the Agreement is not feasible, Company may report such breach to the U.S. Department of Health and Human Services.

(ii) Business Associate may terminate Agreement if it determines, after reasonable consulting with

Company, that Company has breached any material provision of this Agreement and upon written notice to Company of the breach, Company fails to cure the breach within thirty (30) days after receipt of the notice. Business Associate may exercise this right to terminate Agreement by providing Company written notice of termination, stating the failure to cure the breach of this Agreement that provides the basis for the termination. Any such termination will be effective upon such reasonable date as the parties mutually agree. If Business Associate reasonably determined that Company has breached a material provision of this Agreement and such breach has not been cured, but Business Associate and Company mutually determine that termination of the Agreement is not feasible, Business Associate may report such breach to the U.S. Department of Health and Human Services.

b) Obligations upon Termination.

(i) Return or Destruction. Upon termination, cancellation, expiration or other conclusion of Agreement, Business Associate will, if feasible, return to Company or destroy all PHI and electronic PHI in whatever form or medium (including any electronic medium) and all copies of any data or compilations derived from and allowing identification of any individual who is a subject of PHI and electronic PHI. Company will determine, in its sole discretion, whether Business Associate will destroy or return such PHI and electronic PHI. Business Associate will complete such return or destruction as promptly as possible, but not later than ten (10) business days after the effective date of the termination, cancellation, expiration or other conclusion of Agreement. All costs related to the Business Associate’s return or destruction of PHI and electronic PHI will be paid by the Business Associate. Business Associate will identify any PHI and electronic PHI that cannot feasibly be returned to Company or destroyed. Business Associate will limit its further use or disclosure of that PHI and electronic PHI to those purposes that make return or destruction of that PHI and electronic PHI infeasible. Within ten (10) business days after the effective

date of the termination, cancellation, expiration or other conclusion of Agreement, Business Associate will (a) certify on oath in writing to Company that such return or destruction has been completed, (b) deliver to Company the identification of any PHI and electronic PHI for which return or destruction is infeasible, and (c) certify that it will only use or disclose such PHI and electronic PHI for those purposes that make return or destruction infeasible.

(ii) Continuing Privacy Obligation. Business Associate’s obligation to protect the privacy of the PHI and electronic PHI it created or received for or from Company will be continuous and survive termination, cancellation, expiration or other conclusion of Agreement.

c) Other Obligations and Rights. Business Associate’s other obligations and rights and Company’s obligations and

rights upon termination, cancellation, expiration or other conclusion of Agreement will be those set out in the Agreement.

2. Indemnity. Each party (the “Indemnifying Party”) will indemnify and hold harmless the other (the “Indemnified Party”) and any Indemnified Party affiliate, officer, director, employee or agent from and against any reasonable expenses, including, without limitation, judgments, settlements, penalties, assessments, reasonable attorney’s fees and costs, incurred as a direct result of a third-party claim arising out of or in connection with a breach of this Agreement by the Indemnifying Party or any subcontractor, agent, person or entity under the Indemnifying Party’s control. . This duty of indemnity is contingent upon the Indemnified Party giving the Indemnifying Party the following: (a) prompt notice of the third-party claim; (b) an opportunity to exercise sole control over the defense and/or settlement of the third-party claim, provided that the Indemnifying Party shall secure the Indemnified Party’s advance, written consent to any settlement; and (c) reasonable assistance in the defense and/or settlement of the third-party claim.

3. Definitions. With respect to any information created, received, maintained, or transmitted by Business Associate from or

on behalf of Company or another business associate of Company (“Company Information”), the following definitions apply:

a) The capitalized terms “Covered Entity,” “Electronic Protected Health Information (“electronic PHI” or “ePHI” shall be construed to be “Electronic Protected Health Information”), “Protected Health Information” (“PHI” shall be construed to be “Protected Health Information”), “Standard,” “Trading Partner Agreement,” and “Transaction” have the meanings set out in 45 C.F.R. § 160.103.

b) The term “Standard Transactions” shall have the meaning set out in 45 C.F.R. § 162.103. The term “Minimum Necessary” shall have the meaning set out in 45 C.F.R. § 164.502.

c) The term “Required by Law” has the meaning set out in 45 C.F.R. § 164.103. d) The terms “Health Care Operations,” “Payment,” “Research,” and “Treatment” have the meanings set out in 45 C.F.R.

§ 164.501. e) The term “Limited Data Set” has the meaning set out in 45 C.F.R. § 164.514(e). The term “use” means, with respect to

PHI, utilization, employment, examination, analysis or application within Business Associate. f) The terms “disclose” and “disclosure” mean, with respect to PHI, release, transfer, providing access to or divulging to

a person or entity not within Business Associate. g) Any other capitalized terms not identified here shall have the meaning as set forth in 45 Code of Federal Regulations

(“C.F.R.”) Parts 160-64 for the Administrative Simplification provisions of Title II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), or in the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (the “HITECH Act”).

4. Owner of Protected Health Information. Company is the exclusive owner of PHI and electronic PHI generated or used under the terms of the Agreement or this Agreement.

5. Amendment to Agreement. Upon the effective date of any final regulation or amendment to final regulations promulgated by the U.S. Department of Health and Human Services with respect to PHI, electronic PHI or Standard Transactions, this Agreement will automatically amend such that the obligations they impose on Business Associate remain in compliance with these regulations.

6. Disclosure of De-identified Data. The process of converting PHI or electronic PHI to De-identified Data (“DID”) is set forth

in 45 C.F.R. § 164.514. In the event that Company provides Business Associate with DID, Business.

Associate shall not be given access to, nor shall Business Associate attempt to develop on its own, any keys or codes that can be used to re-identify data.

7. Creation of De-identified Data. In the event Business Associate wishes to convert PHI or electronic PHI to DID, it must first

subject its proposed plan for accomplishing the conversion to Company for Company’s approval, which shall not be unreasonably withheld.

8. Intent. The parties agree that there are no intended third party beneficiaries under this Agreement. 9. Business Associate Guidance. Business Associate shall comply with any reasonable written policy, procedure or guidance

concerning access to PHI for healthcare operations (as that term is defined in 45 C.F.R. Part 164) that is given by Envision Insurance Company to Business Associate.

IN WITNESS WHEREOF, Company and Business Associate execute this Agreement in multiple originals to be effective on the last date written below.

Signature Signature Name: Name: Title: Title: Date: Date:

PHARMACY BENEFITS PROPOSAL...Individual + Spouse $74.72 $97.16 $107.60 Individual + Child(ren)...

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Transcript of PHARMACY BENEFITS PROPOSAL...Individual + Spouse $74.72 $97.16 $107.60 Individual + Child(ren)...