Download - PLEASE FAX COMPLETED DOCUMENTS BACK TO US AT 888-900 …

Sub Agent Contracting Checklist:

A copy of your current valid license for the State of Maryland and a copy of your E&O policy/coverage

Hierarchy Form Please fill out Hierarchy form and include up line or down line as applicable

W-9

Assignment of Commissions Form Complete this form if you will be assigning your commissions to your agency

ACH Form Complete this form if you would like Direct Deposit, if not you will be mailed a check

Agent Application All 3 pages filled out in their entirety

University of Maryland Health Advantage Release Authorization and Fair Credit Reporting Act Disclosure This form gives us permission to perform your background check

Sales Representative Addendum

Agent Acknowledgement & P&P Sign off Form

Comments

Once paperwork is complete either fax it to 888-900-2330

or email it to [email protected]

PLEASE FAX COMPLETED DOCUMENTS BACK TO US AT 888-900-2330

Hierarchy Form

Agent Name:________________________________________________________

GA Name:__________________________________________________________

MGA Name:________________________________________________________

SGA Name:_________________________________________________________

FMO Name:_________________________________________________________

*For 2016 all agents will be paid through their hierarchy unless otherwise noted!

Agent Signature:_____________________________________________________

Date:______________________________________________________________

AUTOMATED CLEARING HOUSE (ACH) REQUEST FORM

Broker Information:

Broker Name:____________________________________

Address:________________________________________

City:__________________ State:_______ Zip:_________

Phone #:_________________________

Email Address:___________________________________

Banking Information:

Vendor Bank Name:_______________________________

Bank Address:____________________________________

City:__________________ State:_______ Zip:_________

Bank Contact:____________________________________

Phone #:_________________________________________

ABA Routing #:___________________________________

Account #:_______________________________________

Account Type (please check only one) Checking Savings

Broker’s Authorization: Please sign below to confirm that you are authorizing Riverside Advantage, Inc to begin transferring payments to you.

Signature Date

Give form to therequester. Do notsend to the IRS.

Form W-9 Request for TaxpayerIdentification Number and Certification(Rev. September 2007)

Department of the TreasuryInternal Revenue Service

Name (as shown on your income tax return)

List account number(s) here (optional)

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Pri

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See

Sp

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2.

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoidbackup withholding. For individuals, this is your social security number (SSN). However, for a residentalien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it isyour employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social security number

or

Requester’s name and address (optional)

Employer identification number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whosenumber to enter.

Certification

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the InternalRevenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS hasnotified me that I am no longer subject to backup withholding, and

2.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backupwithholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirementarrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you mustprovide your correct TIN. See the instructions on page 4.

SignHere

Signature ofU.S. person © Date ©

General Instructions

Form W-9 (Rev. 9-2007)

Part I

Part II

Business name, if different from above

Cat. No. 10231X

Check appropriate box:

Under penalties of perjury, I certify that:

Use Form W-9 only if you are a U.S. person (including aresident alien), to provide your correct TIN to the personrequesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you arewaiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S.

exempt payee. If applicable, you are also certifying that as aU.S. person, your allocable share of any partnership income froma U.S. trade or business is not subject to the withholding tax onforeign partners’ share of effectively connected income.

3. I am a U.S. citizen or other U.S. person (defined below).

A person who is required to file an information return with theIRS must obtain your correct taxpayer identification number (TIN)to report, for example, income paid to you, real estatetransactions, mortgage interest you paid, acquisition orabandonment of secured property, cancellation of debt, orcontributions you made to an IRA.

Individual/Sole proprietor

Corporation

Partnership

Other (see instructions) ©

Note. If a requester gives you a form other than Form W-9 torequest your TIN, you must use the requester’s form if it issubstantially similar to this Form W-9.

● An individual who is a U.S. citizen or U.S. resident alien, ● A partnership, corporation, company, or association created or

organized in the United States or under the laws of the UnitedStates, ● An estate (other than a foreign estate), or

Definition of a U.S. person. For federal tax purposes, you areconsidered a U.S. person if you are:

Special rules for partnerships. Partnerships that conduct atrade or business in the United States are generally required topay a withholding tax on any foreign partners’ share of incomefrom such business. Further, in certain cases where a Form W-9has not been received, a partnership is required to presume thata partner is a foreign person, and pay the withholding tax.Therefore, if you are a U.S. person that is a partner in apartnership conducting a trade or business in the United States,provide Form W-9 to the partnership to establish your U.S.status and avoid withholding on your share of partnershipincome. The person who gives Form W-9 to the partnership forpurposes of establishing its U.S. status and avoiding withholdingon its allocable share of net income from the partnershipconducting a trade or business in the United States is in thefollowing cases: ● The U.S. owner of a disregarded entity and not the entity,

Section references are to the Internal Revenue Code unlessotherwise noted.

● A domestic trust (as defined in Regulations section301.7701-7).

Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) © Exempt payee

Purpose of Form

Form W-9 (Rev. 9-2007) Page 2

Sole proprietor. Enter your individual name as shown on yourincome tax return on the “Name” line. You may enter yourbusiness, trade, or “doing business as (DBA)” name on the“Business name” line.

Other entities. Enter your business name as shown on requiredfederal tax documents on the “Name” line. This name shouldmatch the name shown on the charter or other legal documentcreating the entity. You may enter any business, trade, or DBAname on the “Business name” line.

If the account is in joint names, list first, and then circle, thename of the person or entity whose number you entered in Part Iof the form.

Specific Instructions Name

Exempt From Backup Withholding

5. You do not certify to the requester that you are not subjectto backup withholding under 4 above (for reportable interest anddividend accounts opened after 1983 only). Certain payees and payments are exempt from backupwithholding. See the instructions below and the separateInstructions for the Requester of Form W-9.

Civil penalty for false information with respect towithholding. If you make a false statement with no reasonablebasis that results in no backup withholding, you are subject to a$500 penalty. Criminal penalty for falsifying information. Willfully falsifyingcertifications or affirmations may subject you to criminalpenalties including fines and/or imprisonment.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to arequester, you are subject to a penalty of $50 for each suchfailure unless your failure is due to reasonable cause and not towillful neglect.

Misuse of TINs. If the requester discloses or uses TINs inviolation of federal law, the requester may be subject to civil andcriminal penalties.

If you are an individual, you must generally enter the nameshown on your income tax return. However, if you have changedyour last name, for instance, due to marriage without informingthe Social Security Administration of the name change, enteryour first name, the last name shown on your social securitycard, and your new last name.

If you are exempt, enter your name as described above andcheck the appropriate box for your status, then check the“Exempt from backup withholding” box in the line following thebusiness name, sign and date the form.

4. The IRS tells you that you are subject to backupwithholding because you did not report all your interest anddividends on your tax return (for reportable interest anddividends only), or

3. The IRS tells the requester that you furnished an incorrectTIN,

2. You do not certify your TIN when required (see the Part IIinstructions on page 3 for details),

You will not be subject to backup withholding on paymentsyou receive if you give the requester your correct TIN, make theproper certifications, and report all your taxable interest anddividends on your tax return.

1. You do not furnish your TIN to the requester,

What is backup withholding? Persons making certain paymentsto you must under certain conditions withhold and pay to theIRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding includeinterest, tax-exempt interest, dividends, broker and barterexchange transactions, rents, royalties, nonemployee pay, andcertain payments from fishing boat operators. Real estatetransactions are not subject to backup withholding.

Payments you receive will be subject to backupwithholding if:

If you are a nonresident alien or a foreign entity not subject tobackup withholding, give the requester the appropriatecompleted Form W-8.

Example. Article 20 of the U.S.-China income tax treaty allowsan exemption from tax for scholarship income received by aChinese student temporarily present in the United States. UnderU.S. law, this student will become a resident alien for taxpurposes if his or her stay in the United States exceeds 5calendar years. However, paragraph 2 of the first Protocol to theU.S.-China treaty (dated April 30, 1984) allows the provisions ofArticle 20 to continue to apply even after the Chinese studentbecomes a resident alien of the United States. A Chinesestudent who qualifies for this exception (under paragraph 2 ofthe first protocol) and is relying on this exception to claim anexemption from tax on his or her scholarship or fellowshipincome would attach to Form W-9 a statement that includes theinformation described above to support that exemption.

Note. You are requested to check the appropriate box for yourstatus (individual/sole proprietor, corporation, etc.).

4. The type and amount of income that qualifies for theexemption from tax. 5. Sufficient facts to justify the exemption from tax under theterms of the treaty article.

Nonresident alien who becomes a resident alien. Generally,only a nonresident alien individual may use the terms of a taxtreaty to reduce or eliminate U.S. tax on certain types of income.However, most tax treaties contain a provision known as a“saving clause.” Exceptions specified in the saving clause maypermit an exemption from tax to continue for certain types ofincome even after the recipient has otherwise become a U.S.resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exceptioncontained in the saving clause of a tax treaty to claim anexemption from U.S. tax on certain types of income, you mustattach a statement to Form W-9 that specifies the following fiveitems: 1. The treaty country. Generally, this must be the same treatyunder which you claimed exemption from tax as a nonresidentalien. 2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty thatcontains the saving clause and its exceptions.

Also see Special rules for partnerships on page 1.

Foreign person. If you are a foreign person, do not use FormW-9. Instead, use the appropriate Form W-8 (see Publication515, Withholding of Tax on Nonresident Aliens and ForeignEntities).

● The U.S. grantor or other owner of a grantor trust and not thetrust, and ● The U.S. trust (other than a grantor trust) and not thebeneficiaries of the trust.

Limited liability company (LLC). Check the “Limited liabilitycompany” box only and enter the appropriate code for the taxclassification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided. For a single-member LLC (including a foreign LLC with adomestic owner) that is disregarded as an entity separate fromits owner under Regulations section 301.7701-3, enter theowner’s name on the “Name” line. Enter the LLC’s name on the“Business name” line. For an LLC classified as a partnership or a corporation, enterthe LLC’s name on the “Name” line and any business, trade, orDBA name on the “Business name” line.


Part I. Taxpayer IdentificationNumber (TIN) Enter your TIN in the appropriate box. If you are a residentalien and you do not have and are not eligible to get an SSN,your TIN is your IRS individual taxpayer identification number(ITIN). Enter it in the social security number box. If you do nothave an ITIN, see How to get a TIN below.

How to get a TIN. If you do not have a TIN, apply for oneimmediately. To apply for an SSN, get Form SS-5, Applicationfor a Social Security Card, from your local Social SecurityAdministration office or get this form online at www.ssa.gov. Youmay also get this form by calling 1-800-772-1213. Use FormW-7, Application for IRS Individual Taxpayer IdentificationNumber, to apply for an ITIN, or Form SS-4, Application forEmployer Identification Number, to apply for an EIN. You canapply for an EIN online by accessing the IRS website atwww.irs.gov/businesses and clicking on Employer IdentificationNumber (EIN) under Starting a Business. You can get Forms W-7and SS-4 from the IRS by visiting www.irs.gov or by calling1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN,write “Applied For” in the space for the TIN, sign and date theform, and give it to the requester. For interest and dividendpayments, and certain payments made with respect to readilytradable instruments, generally you will have 60 days to get aTIN and give it to the requester before you are subject to backupwithholding on payments. The 60-day rule does not apply toother types of payments. You will be subject to backupwithholding on all such payments until you provide your TIN tothe requester.

If you are a sole proprietor and you have an EIN, you mayenter either your SSN or EIN. However, the IRS prefers that youuse your SSN. If you are a single-member LLC that is disregarded as anentity separate from its owner (see Limited liability company(LLC) on page 2), enter the owner’s SSN (or EIN, if the ownerhas one). Do not enter the disregarded entity’s EIN. If the LLC isclassified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of nameand TIN combinations.

Note. Entering “Applied For” means that you have alreadyapplied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign ownermust use the appropriate Form W-8.

9. A futures commission merchant registered with theCommodity Futures Trading Commission, 10. A real estate investment trust,

11. An entity registered at all times during the tax year underthe Investment Company Act of 1940, 12. A common trust fund operated by a bank under section584(a), 13. A financial institution,

14. A middleman known in the investment community as anominee or custodian, or 15. A trust exempt from tax under section 664 or described insection 4947.

THEN the payment is exemptfor . . .

IF the payment is for . . .

All exempt recipients except for 9

Interest and dividend payments

Exempt recipients 1 through 13.Also, a person registered underthe Investment Advisers Act of1940 who regularly acts as abroker

Broker transactions

Exempt recipients 1 through 5

Barter exchange transactionsand patronage dividends

Generally, exempt recipients1 through 7

Payments over $600 requiredto be reported and directsales over $5,000 See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation (including grossproceeds paid to an attorney under section 6045(f), even if the attorney is acorporation) and reportable on Form 1099-MISC are not exempt frombackup withholding: medical and health care payments, attorneys’ fees, andpayments for services paid by a federal executive agency.

The chart below shows types of payments that may beexempt from backup withholding. The chart applies to theexempt recipients listed above, 1 through 15.

1 2

7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in

the United States, the District of Columbia, or a possession ofthe United States,

2

Exempt payees. Backup withholding is not required on anypayments made to the following payees: 1. An organization exempt from tax under section 501(a), anyIRA, or a custodial account under section 403(b)(7) if the accountsatisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies orinstrumentalities, 3. A state, the District of Columbia, a possession of the UnitedStates, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions,agencies, or instrumentalities, or 5. An international organization or any of its agencies orinstrumentalities. Other payees that may be exempt from backup withholdinginclude: 6. A corporation,

Generally, individuals (including sole proprietors) are not exemptfrom backup withholding. Corporations are exempt from backupwithholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you shouldstill complete this form to avoid possible erroneous backupwithholding.

1

1. Interest, dividend, and barter exchange accountsopened before 1984 and broker accounts considered activeduring 1983. You must give your correct TIN, but you do nothave to sign the certification. 2. Interest, dividend, broker, and barter exchangeaccounts opened after 1983 and broker accounts consideredinactive during 1983. You must sign the certification or backupwithholding will apply. If you are subject to backup withholdingand you are merely providing your correct TIN to the requester,you must cross out item 2 in the certification before signing theform.

Part II. Certification

For a joint account, only the person whose TIN is shown inPart I should sign (when required). Exempt recipients, seeExempt From Backup Withholding on page 2.

To establish to the withholding agent that you are a U.S. person,or resident alien, sign Form W-9. You may be requested to signby the withholding agent even if items 1, 4, and 5 below indicateotherwise.

Signature requirements. Complete the certification as indicatedin 1 through 5 below.


Give name and EIN of:

For this type of account:

3. Real estate transactions. You must sign the certification.You may cross out item 2 of the certification.

A valid trust, estate, or pension trust

6.

Legal entity 4

4. Other payments. You must give your correct TIN, but youdo not have to sign the certification unless you have beennotified that you have previously given an incorrect TIN. “Otherpayments” include payments made in the course of therequester’s trade or business for rents, royalties, goods (otherthan bills for merchandise), medical and health care services(including payments to corporations), payments to anonemployee for services, payments to certain fishing boat crewmembers and fishermen, and gross proceeds paid to attorneys(including payments to corporations).

The corporation

Corporate or LLC electingcorporate status on Form 8832

7.

The organization

Association, club, religious,charitable, educational, or othertax-exempt organization

8.

5. Mortgage interest paid by you, acquisition orabandonment of secured property, cancellation of debt,qualified tuition program payments (under section 529), IRA,Coverdell ESA, Archer MSA or HSA contributions ordistributions, and pension distributions. You must give yourcorrect TIN, but you do not have to sign the certification.

The partnership

Partnership or multi-member LLC

9.

The broker or nominee

A broker or registered nominee

10.

The public entity

Account with the Department ofAgriculture in the name of a publicentity (such as a state or localgovernment, school district, orprison) that receives agriculturalprogram payments

11.

Privacy Act Notice

List first and circle the name of the person whose number you furnish. If only one personon a joint account has an SSN, that person’s number must be furnished. Circle the minor’s name and furnish the minor’s SSN. You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one),but the IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TINof the personal representative or trustee unless the legal entity itself is not designated inthe account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed,the number will be considered to be that of the first name listed.

Disregarded entity not owned by anindividual

The owner

12.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain otherpayments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, orcontributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federalnontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

1

2 3

4

Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personalinformation such as your name, social security number (SSN), orother identifying information, without your permission, to commitfraud or other crimes. An identity thief may use your SSN to geta job or may file a tax return using your SSN to receive a refund.

What Name and Number To Give the Requester Give name and SSN of:

For this type of account:

The individual

1.

Individual The actual owner of the account or,

if combined funds, the firstindividual on the account

2.

Two or more individuals (jointaccount)

The minor 2

3.

Custodian account of a minor(Uniform Gift to Minors Act) The grantor-trustee

1

4.

a. The usual revocable savingstrust (grantor is also trustee) The actual owner

1

b. So-called trust account that isnot a legal or valid trust understate law The owner

3

5.

Sole proprietorship or disregardedentity owned by an individual

Call the IRS at 1-800-829-1040 if you think your identity hasbeen used inappropriately for tax purposes.

1

To reduce your risk: ● Protect your SSN, ● Ensure your employer is protecting your SSN, and ● Be careful when choosing a tax preparer.

Victims of identity theft who are experiencing economic harmor a system problem, or are seeking help in resolving taxproblems that have not been resolved through normal channels,may be eligible for Taxpayer Advocate Service (TAS) assistance.You can reach TAS by calling the TAS toll-free case intake lineat 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishingschemes. Phishing is the creation and use of email andwebsites designed to mimic legitimate business emails andwebsites. The most common act is sending an email to a userfalsely claiming to be an established legitimate enterprise in anattempt to scam the user into surrendering private informationthat will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails.Also, the IRS does not request personal detailed informationthrough email or ask taxpayers for the PIN numbers, passwords,or similar secret access information for their credit card, bank, orother financial accounts. If you receive an unsolicited email claiming to be from the IRS,forward this message to [email protected]. You may also reportmisuse of the IRS name, logo, or other IRS personal property tothe Treasury Inspector General for Tax Administration at1-800-366-4484. You can forward suspicious emails to theFederal Trade Commission at: [email protected] or contact them atwww.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

Visit the IRS website at www.irs.gov to learn more aboutidentity theft and how to reduce your risk.

Contact information Al l information is required to complete cont racting

Please circle one of the following below indicating which type of appointment you are requesting:

Agency Appointment Individual Appointment

If you are requesting an agency appointment, complete the following information:

Provider business office locations for last five years:

Busi ess P o e e P o e Fax Number E-m Address

P ease st webs tes and/or webs te aff at o s

State Zip code

re Fr

re Fr

re Fr

Professional designation:

List any insurance agency affiliations for the past five years:

You must have a current state Health License in Maryland to sell University of Maryland Health Advantage Additional information: Please circle either yes or no. If an answer to any of the following questions is “yes,” attach details on separate sheet of paper.

_____________________________________________________________________________________________________________________________________________

A. Has your license to sell insurance or HMO Products ever been denied, suspended or

revoked by any state? Yes No

B. Have any complaints been filed against you with the State Department of Insurance or any other insurance regulatory board or agency within the last five years?

Yes No

C. Have you ever been denied appointment or renewal appointment by any insurance and/or managed care company?

Yes No

D. Have you ever been party to a lawsuit relating to the insurance or managed care industry?

1. Have any settlements ever been made on your behalf? 2. Are there any claims or cases presently filed or

pending against you?

Yes No

E. Have you ever filed for bankruptcy? Yes No F. Have you ever been convicted or are you currently being charged or under investigation for any

violation of the law other than minor traffic violations? Yes No

G. Are any legal actions pending against you by any employer, client, former associate, partner, state board of insurance, law enforcement agency or professional group or organization?

Yes No

H. How long have you sold individual and/or group HMO products? Yes No I. How long have you been in the insurance business? Yes No J. Do you speak foreign language? If yes, indicate languages(s): Yes No

_______________________________________________________________________________________________________________________

I certify that the above statements are true and complete and no misrepresentations are contained with the application or attachments.

Signature Dat e

Active appointments with insurance and/or managed care companies:

Authorization and release:

I understand that University of Maryland Health Advantage will verify that the information in this application is correct and I hereby authorize University of Maryland Health Advantage or its representatives to contact and obtain information references in this application from an individual present or former client, insurer, corporation or other business entity, regulatory or licensing agency, or state, city or federal agency.

By applying for appointment with University of Maryland Health Advantage, I extend absolute immunity to, and release and hold harmless from any and all liability: (i) University of Maryland Health Advantage, its representatives, employees, trustees, directors, and officers; (ii) any individual, present or former client, insurer, corporation, or other business entity, regulatory or licensing agency, or state, city or federal agency providing information, their representatives, employees, trustees, directors and officers; (iii) any third party for any acts, communications, reports, records, statements, documents, recommendations or disclosures involving me, requested or received by University of Maryland Health Advantage and its representatives to, from, or by any third party, including otherwise privileged or confidential information.

I certify that the above statements are true and complete and no misrepresentations are contained within the application or attachments.

Name (please print) Signature Date

Application for appointment includes:

Completed application, with signature on authorization and release above Copy of Current State License(s)

Return completed application along with required documents to:

Contracting [email protected] Attn: University of Maryland Health Advantage 1966 Greenspring Dr., Suite 600 Timonium, MD 21093

Company Name From To Company Name From To Company Name From To Company Name From To

RELEASE AUTHORIZATION AND

FAI CREDIT ACT DISCLOSURE

The applicant for contracting acknowledges that this company may now, or at any time while contracted, verify

information within the contract. In the event that information from the report is utilized in whole or in part in making an

adverse decision, before making the adverse decision, we will provide to you a copy of the consumer report and a

description in writing of your rights under the Fair Credit Reporting Act,15 U.S.C. § 1681 et seq.

Please be advised that we may also obtain an investigative consumer report including information as to your character,

general reputation, personal characteristics, and mode of living. This information may be obtained by contacting your

present and previous employers or references supplied by you. Please be advised that you have the right to request, in

writing, within a reasonable time, that we make a complete and accurate disclosure of the nature and scope of the

investigation requested.

Additional information concerning the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., is available at the Federal Trade

Commission’s web site (http://www.ftc.gov).

By signing below, I hereby authorize all entities having information about me, including present and former

employers, personal references, criminal justice agencies, departments of motor vehicles, schools, licensing agencies,

and credit reporting agencies, to release such information to the company or any of its affiliates or carriers. I

acknowledge and agree that this Release and Authorization shall remain valid and in effect during the term of my

contract.

You may also be asked to adhere to a random drug test at which University Maryland Health Advantage has the

right to initiate, subject to state notification provisions.

If an investigative consumer report and/or consumer report is processed, I understand that I am entitled to receive a copy. I

have indicated below whether I would like a copy. Yes No Please check the box that applies

Date: Signature of Applicant:

Print Name:

Para informacion en espanol, visite www.ftc.gov/credit o escribe a la FTC Consumer Center, Room 130-A 600 Pennsylvania Ave. N.W., Washington, D.C. 20580.

ASummaryofYourRightsUndertheFairCreditReportingAct

The Federal Fair Credit Reporting Act (FCRA) promotes the accuracy, fairness, and privacy of information in the files of consumer reporting agencies. There are many types of consumer reporting agencies, including credit bureaus and specialty agencies (such as agencies that sell information about check writing histories, medical records, and rental history records). Here is a summary of your major rights under the FCRA. For more information, including information about additional rights, go to www.ftc.gov/credit or write to: Consumer Response Center, Room 130-A, Federal Trade Commission, 600 Pennsylvania Ave. N.W., Washington, D.C. 20580.

You must be told if information in your file has been used against you. Anyone who uses a credit report or another type of consumer report to deny your application for credit, insurance, or employment ‐ or to take another adverse action against you ‐ must tell you, and must give you the name, address, and phone number of the agency that provided the information.

You have the right to know what is in your file. You may request and obtain all the information about you in the files of a consumer reporting agency (your "file disclosure"). You will be required to provide proper identification, which may include your Social Security number. In many cases, the disclosure will be free. You are entitled to a free file disclosure if:

a person has taken adverse action against you because of information in your credit report; you are the victim of identity theft and place a fraud alert in your file; your file contains inaccurate information as a result of fraud; you are on public assistance; you are unemployed but expect to apply for employment within 60 days. In addition, by September 2005 all consumers will be entitled to one free disclosure every 12 months upon request from each nationwide credit bureau and from nationwide specialty consumer reporting agencies. See www.ftc.gov/credit for additional information.

You have the right to ask for a credit score. Credit scores are numerical summaries of your credit‐worthiness based on information from credit bureaus. You may request a credit score from consumer reporting agencies that create scores or distribute scores used in residential real property loans, but you will have to pay for it. In some mortgage transactions, you will receive credit score information for free from the mortgage lender.

You have the right to dispute incomplete or inaccurate information. If you identify information in your file that is incomplete or inaccurate, and report it to the consumer reporting agency, the agency must investigate unless your dispute is frivolous. See www.ftc.gov/credit for an explanation of dispute procedures.

Consumer reporting agencies must correct or delete inaccurate, incomplete, or unverifiable information. Inaccurate, incomplete or unverifiable information must be removed or corrected, usually within 30 days. However, a consumer reporting agency may continue to report information it has verified as accurate.

Consumer reporting agencies may not report outdated negative information. In most cases, a consumer reporting agency may not report negative information that is more than seven years old, or bankruptcies that are more than 10 years old.

Access to your file is limited. A consumer reporting agency may provide information about you only to people with a valid need ‐‐ usually to consider an application with a creditor, insurer, employer, landlord, or other business. The FCRA specifies those with a valid need for access.

You must give your consent for reports to be provided to employers. A consumer reporting agency may not give out information about you to your employer, or a potential employer, without your written consent given to the employer. Written consent generally is not required in the trucking industry. For more information, go to www.ftc.gov/credit.

You may limit "prescreened" offers of credit and insurance you get based on information in your credit report.

Unsolicited "prescreened" offers for credit and insurance must include a toll‐free phone number you can call if

you choose to remove your name and address from the lists these offers are based on. You may opt‐out with the nationwide credit bureaus at 1‐888‐5‐OPTOUT (1‐888‐567‐8688).

You may seek damages from violators. If a consumer reporting agency, or, in some cases, a user of consumer reports or a furnisher of information to a consumer reporting agency violates the FCRA, you may be able to sue in state or federal court.

Identity theft victims and active duty military personnel have additional rights. For more information, visit www.ftc.gov/credit.

States may enforce the FCRA, and many states have their own consumer reporting laws. In some cases, you may have more rights under state law. For more information, contact your state or local consumer protection agency or your state Attorney General. Federal enforcers are:

Type of Business: ContactConsumer reporting agencies, creditors and others not listed below Federal Trade Commission: Consumer Response Center -

FCRA Washington, DC 20580 1-877-382-4357

National banks, federal branches/agencies of foreign banks (word "National" or initials "N.A." appear in or after bank's name)

Office of the Comptroller of the Currency Compliance Management, Mail Stop 6-6 Washington, DC 20219 800-613-6743

Federal Reserve System member banks (except national banks, and federal branches/agencies of foreign banks)

Federal Reserve Board Division of Consumer & Community Affairs Washington, DC 20551 202-452-3693

Savings associations and federally chartered savings banks (word "Federal" or initials "F.S.B." appear in federal institution's name)

Office of Thrift Supervision Consumer Complaints Washington, DC 20552 800-842-6929

Federal credit unions (words "Federal Credit Union" appear in institution's name)

National Credit Union Administration 1775 Duke Street Alexandria, VA 22314 703-519-4600

State-chartered banks that are not members of the Federal Reserve System

Federal Deposit Insurance Corporation Consumer Response Center, 2345 Grand Avenue, Suite 100 Kansas City, Missouri 64108-2638 1-877-275-3342

Air, surface, or rail common carriers regulated by former Civil Aeronautics Board or Interstate Commerce Commission

Department of Transportation ,Office of Financial Management Washington, DC 20590 202-366-1306

Activities subject to the Packers and Stockyards Act, 1921 Department of Agriculture Office of Deputy Administrator - GIPSA Washington, DC 20250 202-720-7051

1 Independent Agent- 2015

NON-EXCLUSIVE AGREEMENT: INDEPENDENT AGENT

This Non-Exclusive Agreement: Agent (“Agreement”) is made and entered this __________ day of ____________________, 20____ by and among Riverside Advantage, Inc., a Maryland corporation, as authorized to conduct business as a Medicare Advantage Plan and Medicare Advantage Dual Special Needs Plan as “UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Complete” and “UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Dual”, as set forth on Exhibit A: Affiliates, (collectively with Riverside Advantage, Inc., hereinafter referred to as "UNIVERSITY OF MARYLAND HEALTH ADVANTAGE", the “Company”, or “Health Plan”) and ____________________________ (“INDEPENDENT AGENT”).

WHEREAS, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, through its operating companies, is licensed to operate as a Medicare Advantage/Prescription Drug Plan health plan in the states covered under this Agreement, and is engaged in the business of arranging for the provision of health care services under certain prepaid Medicare Advantage and Prescription Drug Plan health benefit plans to individuals and employer groups to the extent applicable.

WHEREAS, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE is a Health Maintenance Organization (HMO), that may also contract with Field Marketing Organizations (FMO), Super General Agents (SGA), Master General Agents (MGA), or General Agents (GA), as defined below by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, who possesses all requisite permits, licenses and other approvals issued by the regulatory insurance agency(s) of the applicable states(s) in which FMO, SGA, MGA, or GA is appointed and in which UNIVERSITY OF MARYLAND HEALTH ADVANTAGE operates.

WHEREAS, Subordinate Agent as defined herein is an insurance agent or SGA, MGA, or GA who is appointed, possesses all requisite permits, licenses and other approvals issues by the regulatory insurance agency (ies) of the applicable state(s) in which UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, or other applicable state regulatory agencies to sell prepaid health benefit plans, and reports or contracts through sales hierarchy.

NOW THEREFORE, in consideration of the promises and the agreements, provisions, and covenants set forth herein, INDEPENDENT AGENT and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE agree as follows:


1. DEFINITIONS. As used herein, capitalized terms shall have the meanings set forth below:

a. Agent is an appropriately licensed, independent contractor, appointed by the Company, or a FMO, SGA, MGA GA, free to exercise his or its own judgment as to the time and manner of performing services pursuant to an agreement between the Agent and the Company.

b. CMS is the Centers for Medicare & Medicaid Services.

c. CMS Contract is the contract entered into by CMS and the Company pursuant to which the Company offers one or more MA Plans in a specified service area or region.

d. Field Marketing Organization (FMO) that has contracted with the Company to

promote the Products and has directly or indirectly through a General Agent recommended Agent for appointment by the Company to market and promote the Products.

e. General Agent (or “GA”, “Agency”, “Agencies”) is an appropriately licensed,

independent contractor, appointed by the Company, free to exercise his or its own judgment as to the time and manner of performing services pursuant to an agreement between the General Agent and the Company and authorized to recommend Agent for appointment by the Company to market and promote the Products. A General Agent can be categorized in any one of three levels:

i. General Agent (GA);

ii. Master General Agent (MGA); or iii. Super General Agent (SGA)

f. MA Organization is an entity that has entered into a contract with CMS to operate

an MA Plan.

g. MA Plan is any Medicare Advantage Plan that may now or in the future be offered to individual Medicare beneficiaries by the Company including, but not limited to, Local HMO and PPO Plans (“Local MA Plans”), Special Needs Plans (“SNPs”), Regional Preferred Provider Plans (“Regional PPO Plans”) and Private Fee for Service Plans (“PFFS Plans”). The definition of an MA Plan includes an MA Plan which includes prescription drug plan benefits (“MA-PD Plans”).

h. Medicare Laws and Regulations are (i) Part C and Part D of Title XVIII of the


Social Security Act and all rules and regulations related thereto that are from time to time adopted by CMS, including regulations set forth in 42 CFR Part 422 (Medicare Advantage Program) and 42 CFR Part 423 (Medicare Program; Medicare Prescription Drug Program) ; (ii) all administrative guidelines (including “Marketing Guidelines,” as defined in Section 2.4 of this Agreement), bulletins, manuals, instructions, requirements, policies, standards or directives from time to time adopted or issued by CMS or the Department of Health and Human Services (“HHS”) relating to any of the foregoing; and (iii) any laws and regulations enacted, adopted, promulgated, applied, followed or imposed by any governmental authority or court in respect of Medicare or any successor federal governmental program, as any of the preceding Medicare Laws and Regulations from time to time may be amended, modified, revised or replaced, or interpreted by any governmental authority or court. Without limiting the foregoing, Medicare Laws and Regulations include the provisions of (i) the Balanced Budget Act of 1997 (“BBA”), (ii) the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (“MMA”), (iii) the Medicare Improvement for Patients and Providers Act (“MIPPA”), and (iv) the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act, collectively referred to as the Affordable Care Act (“ACA”).

i. Member is an eligible individual who has been enrolled by the Company in an MA Plan or other plan designated by the Company.

j. Product means MA Plan and any other health plans and products as may be

designated by the Company. Products are specifically set forth in Exhibit A: Affiliates.

k. Subordinate Agent is an Agent, appropriately licensed, independent contractor, as

appointed by a FMO, SGA, MGA, or GA; or appointed directly by the Company.

2. APPOINTMENT. Upon completion of the UNIVERSITY OF MARYLAND HEALTH

ADVANTAGE requirements for appointment (as indicated in Exhibit C: Sales Representative Addendum) The INDEPENDENT AGENT shall herby be authorized by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE to solicit applications for health care coverage offered by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE subject to the terms and conditions set forth in this Agreement. The INDEPENDENT AGENT acknowledges that such appointment includes no provisions for any exclusive territorial representation by INDEPENDENT AGENT unless otherwise agreed by the parties.


3. RELATIONSHIP. The relationship of INDEPENDENT AGENT to UNIVERSITY OF

MARYLAND HEALTH ADVANTAGE is that of an independent contractor. The relationship of INDEPENDENT AGENT to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall not be construed to create the relationship of employer and employee. INDEPENDENT AGENT shall exercise its own judgment and discretion as to the persons solicited and the time and place of solicitation.

4. AUTHORITY. INDEPENDENT AGENT is hereby authorized to solicit and prepare

applications for policies of health care coverage from acceptable groups or individuals, subject to the provisions in this Agreement and applicable law. These provisions include all health insurance products currently approved by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE which are covered under this Agreement. Some provisions may not be applicable to all products. The provisions are:

a. Territory. Applications for coverage may be solicited only within the approved service

area in which UNIVERSITY OF MARYLAND HEALTH ADVANTAGE is authorized to do business and only for products approved by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, the applicable state regulatory agency(s), and the Centers for Medicare & Medicaid Services (CMS), where applicable.

b. Limitations. When applicable, the INDEPENDENT AGENT is not authorized to:

i. Make, alter or discharge the provisions of any policy;

ii. Bind UNIVERSITY OF MARYLAND HEALTH ADVANTAGE by making any promise or by accepting any representation or information not contained in the application for coverage;

iii. Quote UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, rate or

policy values other than those published by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE;

iv. Extend the time of payment of any premium or extend the date of the grace

period for payment in the policy;

v. Collect and/or deposit any premium or payment;

vi. Broadcast, publish or distribute any advertisements or other materials referring


to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, which were not originated by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. INDEPENDENT AGENT is not authorized to broadcast, publish, or distribute any advertisement or material referring to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE which is not UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s most current advertisement or other material produced or published by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, without first securing UNIVERSITY OF MARYLAND HEALTH ADVANTAGE approval in writing. INDEPENDENT AGENT shall defend and indemnify UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and hold UNIVERSITY OF MARYLAND HEALTH ADVANTAGE harmless from all claims that may be alleged against UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and which arose directly or indirectly as a result of any unauthorized action, misuse of advertisements or materials, or statements or misstatements of an INDEPENDENT AGENT

vii. Make any payment, assume any liability or incur any expense on

UNIVERSITY OF MARYLAND HEALTH ADVANTAGE behalf, except at INDEPENDENT AGENT’s own expense, without the prior written consent or UNIVERSITY OF MARYLAND HEALTH ADVANTAGE.

viii. Subcontract for the performance of contracted services under this Agreement

other than to a Subordinate Agent without the prior written consent of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, which shall not be unreasonably withheld or delayed. A subcontract shall be consistent with the terms and conditions of the Agreement and include an express agreement (i) to perform the obligations of INDEPENDENT AGENT under this Agreement, (ii) that following payment by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE to INDEPENDENT AGENT in accordance with the terms and conditions of this Agreement, INDEPENDENT AGENT is solely responsible, and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE has no responsibility or liability, for any amounts for contracted services provided to INDEPENDENT AGENT; and (iii) UNIVERSITY OF MARYLAND HEALTH ADVANTAGE has no responsibility or liability as a result of nonpayment or other breach by INDEPENDENT AGENT under any approved subcontract. INDEPENDENT AGENT agrees to oversee subcontractor’s performance of its obligations under such subcontract and to be accountable to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE for the negligent performance or nonperformance of any obligation under such


subcontract related to the provision of contracted services under this Agreement.

5. RESPONSIBILITIES. With the authority granted herein, INDEPENDENT AGENT and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE agree to accept the following responsibilities:

a. Representation and Service. INDEPENDENT AGENT agrees to:

i. Represent the provisions and benefits of each policy of coverage adequately and fairly to prospects at the time of solicitation in accordance with applicable state and Federal laws and regulations.

ii. Submit to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE all completed Medicare Advantage/Prescription Drug Plan applications for coverage within UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s specified required timeframe for submission of applications.

iii. When applicable, submit a check to UNIVERSITY OF MARYLAND

HEALTH ADVANTAGE made payable to the applicable UNIVERSITY OF MARYLAND HEALTH ADVANTAGE entity for any applicable agent or examinations fees.

iv. Instruct all employers and individuals contracting with UNIVERSITY OF

MARYLAND HEALTH ADVANTAGE that UNIVERSITY OF MARYLAND HEALTH ADVANTAGE premiums are to be sent and delivered only to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. In the event INDEPENDENT AGENT receives a premium payment, INDEPENDENT AGENT agrees to hold all monies, notes or securities received or collected in a fiduciary capacity, to promptly remit such funds to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE by the close of the next business day following receipt.

v. Provide service to policyholders in a prudent, conscientious and businesslike

manner consistent with the highest standards of ethics and to maintain and promote the relationship between UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and its members. INDEPENDENT AGENT agrees that the contract between UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and its members is the exclusive property of UNIVERSITY OF MARYLAND


HEALTH ADVANTAGE and INDEPENDENT AGENT has no right or other interest whatsoever in its members or individual contracts.

vi. Comply with the policies and procedures of UNIVERSITY OF MARYLANDHEALTH ADVANTAGE, as well as any applicable state and federal laws,rules and regulations regarding the subject matter of this Agreement, includingbut not limited to the Medicare Marketing Guidelines as promulgated by CMS,as amended from time to time; Health Insurance Portability and AccountabilityAct of 1996 (“HIPAA”), it being understood that such rules and regulations willnot interfere with the freedom of action of INDEPENDENT AGENT aspreviously described in Section II above.

vii. Comply with UNIVERSITY OF MARYLAND HEALTH ADVANTAGEpolicies regarding the protection of confidential information and proper usesand disclosures of protected health information.

viii. Comply with UNIVERSITY OF MARYLAND HEALTH ADVANTAGEpolicies related to the sales and marketing activities covered under thisAgreement.

ix. Comply with all aspects and provisions of the Exhibits as set forth below andattached hereto, as it may be amended from time to time:

1. Exhibit B: Medicare Advantage/Prescription Drug Plan Schedule ofCommissions

2. Exhibit C: Sales Representative Addendum3. Exhibit D: Rules of Engagement4. Exhibit E: Delegated Services Addendum (not applicable)5. Exhibit G: HIPAA Business Associate Agreement6. Exhibit H: MIPAA Requirements7. Exhibit I: Medicare Advantage Contract Requirements Addendum

x. Agent shall not solicit any non-healthcare products or services during theappointment in which UNIVERSITY OF MARYLAND HEALTHADVANTAGE /Prescription Drug products are being discussed withprospective policyholders.

xi. Comply with all aspects and provisions of the Medicare Improvements forPatients and Providers Act (MIPPA) of 2008 and accompanying rules and


regulations as set forth on Exhibit H MIPAA Requirements.

xii. Comply with all aspects of the Sales Representative Addendum, and require all Subordinate Agents to comply with same and execute a copy of this Addendum.

xiii. Comply with all aspects of UNIVERSITY OF MARYLAND HEALTH

ADVANTAGE sales disciplinary policy as amended from time to time.

xiv. Comply with all aspects of the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE engagement criteria which may be amended by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE in its sole discretion upon thirty (30) days advance written notice to INDEPENDENT AGENT. Failure to comply with the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE engagement criteria may result in a downgrade to a lower level contract.

xv. Comply with the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Compliance Program including, but not limited to annual Fraud, Waste and Abuse training, which is provided to Agents/Agencies by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE at the time of initial certification and annual recertification. If proof of training from another carrier is provided, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE will provide the entity with any additional UNIVERSITY OF MARYLAND HEALTH ADVANTAGE-specified information.

b. Records and Examination. INDEPENDENT AGENT and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE agree to keep complete and accurate records of all transactions connected with this Agreement in accordance with business industry practice and CMS regulations, but in no event, for a period of less than ten (10) years. Such records and documentation of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or INDEPENDENT AGENT may be examined at any time upon reasonable request of the other party.

c. License; Insurance. INDEPENDENT AGENT and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall, at all times during the term of this Agreement, be licensed by the applicable state insurance regulatory agency(s) as shall both have and maintain errors and omissions insurance, and such other insurance as may be required and acceptable to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. Maintenance of


appropriate insurance is an ongoing obligation of INDEPENDENT AGENT and is further described in the Sales Representative Addendum to the Agreement.

INDEPENDENT AGENT is responsible for and will provide documentation to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE that the appropriate and applicable licenses are in effect at all times during this Agreement, including all applicable renewal certifications, which allow INDEPENDENT AGENT to legally sell and promote UNIVERSITY OF MARYLAND HEALTH ADVANTAGE products.

d. Disciplinary Proceedings. INDEPENDENT AGENT shall promptly notify UNIVERSITY OF MARYLAND HEALTH ADVANTAGE of any disciplinary proceedings relating to any license issued to INDEPENDENT AGENT for the service provided hereunder.

e. Confidentiality. INDEPENDENT AGENT shall maintain the confidentiality of any confidential or proprietary information of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, including, but not limited to, documents regarding UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s business policies, practices, procedures, agreements, business plans or arrangements, financial information or projections, provider or clients lists and any other business related matters disclosed or made available by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, in whatever form, relating to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or to any affiliate, or parent company (“Confidential Information”). Confidential Information shall not include any protected health information (“PHI”), as defined generally and throughout at 45 CFR 160 and 164, of members/prospective members, identities of members/prospective members, information regarding the families of members/prospective members, or the fact that a member/prospective member has sought or is receiving treatment, or any other personal and/or identifying information regarding members/prospective members. Any and all Personal Health Information shall be governed by the terms and conditions of the HIPAA Business Associate Agreement attached hereto as Exhibit G.

INDEPENDENT AGENT agrees that: (i) INDEPENDENT AGENT is only authorized to use Confidential Information to the extent necessary in the performance of the services provided herein; (ii) INDEPENDENT AGENT may not disclose Confidential Information without prior written permission of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE; (iii) INDEPENDENT AGENT may not remove Confidential Information from UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s premises, including meeting locations, without prior written permission of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE; and (iv) INDEPENDENT AGENT may only disclose


Confidential Information to perform their tasks. INDEPENDENT AGENT understands and acknowledges that any unauthorized use of and/or disclosure of Confidential Information may subject INDEPENDENT AGENT to be liable to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and/or others for claims, demands or suits against UNIVERSITY OF MARYLAND HEALTH ADVANTAGE directly or indirectly resulting from the unauthorized use or disclosure. INDEPENDENT AGENT expressly agrees that in the event of any such claims, demands or suits against UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, INDEPENDENT AGENT will indemnify and hold UNIVERSITY OF MARYLAND HEALTH ADVANTAGE harmless for all expenses, including but not limited to any attorney fees incurred as a result of such claims, demands or suits specifically found to be directly or indirectly attributed to the unauthorized use or breach of this provision would result in irreparable harm to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and that UNIVERSITY OF MARYLAND HEALTH ADVANTAGE has the right to seek an injunction and other legal and equitable rights and remedies available under the law.

f. Solicitation of Personnel.

i. INDEPENDENT AGENT agrees, during the term of this Agreement, and for a period of one year after the termination of this Agreement, not to solicit, entice, take away, or employ any person employed or any individual contracted directly with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE providing services hereunder without prior written approval from UNIVERSITY OF MARYLAND HEALTH ADVANTAGE.

ii. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE agrees that should a person providing services hereunder have a contractual employment relationship with INDEPENDENT AGENT, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE will not directly or indirectly solicit such person for employment for a period of one hundred eighty (180) days after termination of said contract unless mutually agreed by both parties, in writing except that UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall not be precluded from hiring any employee who (i) initiated an inquiry regarding such employment, (ii) responded to any public advertisement, or (iii) has terminated employment with INDEPENDENT AGENT prior to the commencement of employment discussions with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE.


iii. Notwithstanding the above, at any time during the term of this Agreement, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE may re-employ agents of INDEPENDENT AGENT who were previously employed or contracted directly by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall provide INDEPENDENT AGENT with written notice of such hire/re-hire.

g. Member Solicitation. Throughout the term of this Agreement and for a period of

eighteen (18) months after the termination of this agreement, the INDEPENDENT AGENT shall not directly or indirectly engage in the Solicitation, as defined below, of any eligible Medicare beneficiary. For the purpose of this Section, “Solicitation” shall mean any oral or written statement or other action by INDEPENDENT AGENT that may be reasonably interpreted to be intended to persuade any eligible Medicare beneficiary to disenroll from UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, enroll in another Medicare Advantage or PDP plan, or enroll in any other health plan, including traditional Medicare. Notwithstanding any other provision to the contrary, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall in addition to any other remedies provided for under this Agreement, have the right to seek a judicial temporary restraining order, preliminary injunction, or other equitable relief against INDEPENDENT AGENT to enforce its rights under this Section.

h. Certification.

i. INDEPENDENT AGENT and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE agree that all sales and marketing personnel must be approved, certified and re-certified annually by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and/or such other agency and/or organization which UNIVERSITY OF MARYLAND HEALTH ADVANTAGE designates prior to commencing sales. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, at its sole discretion, may require INDEPENDENT AGENT to immediately remove certain sales and marketing personnel from marketing UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s product(s). Removal of INDEPENDENT AGENT personnel shall be made upon written notice to INDEPENDENT AGENT by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE.

ii. All personnel employed or contracted in the sales or marketing field must complete and pass designated training by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE; such training requirement includes


INDEPENDENT AGENT.

iii. All INDEPENDENT AGENT personnel in the field must be available to take, and complete, an annual recertification process which includes training and re-examination with a score of eighty-five (85%) or greater; such requirement applies to INDEPENDENT AGENT and any Subordinate Agencies or agents.

iv. INDEPENDENT AGENT shall update information that may materially change

from time to time with any of the information or requirements listed in the Agent Contracting Checklist in Exhibit C: Sales Representative Addendum.

i. Policies and Procedures. INDEPENDENT AGENT agrees to comply with the

policies and procedures as established by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, and communicated to INDEPENDENT AGENT, and shall require all Subordinate Agencies to comply with such policies and procedures. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall make its best efforts to notify INDEPENDENT AGENT of changes in the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s policies and procedures within thirty (30) days of the effective date.

6. COMPENSATION

a. Commissions. Commissions shall be computed and paid in accordance with the rates and provisions set forth in the attached Exhibit B: Medicare Advantage/Prescription Drug Plan Schedule of Commissions as may be amended from time to time by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE in accordance with CMS regulations upon thirty (30) days advance written notice to INDEPENDENT AGENT. The allocated portion of the compensation rate shall be paid directly to the INDEPENDENT AGENT and /or the Agent of Record unless an assignment of commissions form or an alternative MIPPA compensation plan has been approved by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall have a first or priority lien on all commissions payable hereunder for any debt due from INDEPENDENT AGENT to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, and may deduct and offset any commissions owed the INDEPENDENT AGENT.

b. Policy and Compensation Changes. Upon written notice to INDEPENDENT AGENT, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall have the right at any time to:


i. Discontinue or withdraw approval to sell any type of policy in any of its service areas;

ii. Introduce the issuance of, in territories designated by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, new types of policies and determine the rate of commissions payable thereon; and

iii. Increase or decrease the rate of commissions payable hereunder subject to CMS

regulations and guidance, provided that, such change shall be applicable only to policies first issued on or subsequent to the effective date of change.

7. TERM AND TERMINATION. This Agreement is effective as of the day and year first above written and shall continue for the term of one (1) year unless terminated earlier as provided herein. Thereafter, on the anniversary date, this Agreement shall automatically renew for terms of one (1) year each, unless terminated as provided herein. Termination of this Agreement may be effected by the following:

a. By either hierarchy or UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, without cause, by providing at least sixty (60) days’ prior written notice to the other party. Provided however, that in the event of termination under this section, any commissions due the INDEPENDENT AGENT shall be payable to INDEPENDENT AGENT within ninety (90) days after the effective date of termination to all for chargebacks, of such commissions, if due.

b. By UNIVERSITY OF MARYLAND HEALTH ADVANTAGE may, in its discretion, upon thirty (30) days’ prior written notice, at the end of any rolling one hundred eighty (180) days period in which the disenrollment rate of INDEPENDENT AGENT exceeds 10% and no waiver of such a percentage had been approved.

c. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE shall have the

discretionary right to terminate this Agreement with cause upon thirty (30) days’ advance written notice to the INDEPENDENT AGENT and copy sent to hierarchy in the event that INDEPENDENT AGENT fails to meet and/or comply with the terms of the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Rules of Engagement, as described in Exhibit D: Rules of Engagement.

d. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE may immediately

terminate the Agreement with cause at its sole discretion in the event INDEPENDENT


AGENT (a) materially breaches the terms or conditions of this Agreement, (b) fails to comply with the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s policies and procedures, (c) intentionally violates any compliance, regulatory, or ethical guidance, (d) causes imminent harm to the reputation of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or its ability to conduct business in its current or future service areas, (e) intentionally commits fraud or malfeasance, (f) ceases to be a qualified and duly licensed insurance agent or agency under applicable rules and regulation of the applicable state, (g) fails to comply with the Medicare Marketing Guidelines as promulgated by CMS, (h) fails to comply with the annual recertification process, (i) fails to provide UNIVERSITY OF MARYLAND HEALTH ADVANTAGE with requested information within three (3) business days especially with respect to a regulatory request from CMS or any other governmental agency having authority over the activities covered under this Agreement or (j) has CMS or UNIVERSITY OF MARYLAND HEALTH ADVANTAGE violations sufficient to initiate a termination under UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s disciplinary policy. If this Agreement is terminated pursuant to this Section, INDEPENDENT AGENT’s right to any compensation hereunder shall automatically terminate as of the effective date of termination.

e. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE reserves the right, in itssole discretion to request the termination of an Agent appointment. Upon written noticefrom UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, hierarchy willremove such Agent operating under the sales hierarchy from representingUNIVERSITY OF MARYLAND HEALTH ADVANTAGE. Upon termination of anINDEPENDENT AGENT, UNIVERSITY OF MARYLAND HEALTHADVANTAGE retains the responsibility for continued service related to the ongoingsales and marketing needs of beneficiaries sold by terminated Subordinate Agent.

8. NOTICE. Any and all notices required to be given pursuant to the terms of this Agreementmust be given in writing. Such notice may be delivered via certified mail, postage prepaidand return receipt requested, hand or nationally recognized courier delivery, facsimilenumber, or confirmed electronic mailbox, all as may be described in the signature lines ofthis Agreement. Notices sent via email and facsimile will be deemed received on the datethey were successfully transmitted. Notwithstanding the forgoing, notices related totermination may not be sent via facsimile or electronic mail. Notices shall be deemedreceived two (2) business days after mailing. Either party may change its address fornotice by giving the other party ten (10) days’ notice of such change in the manner set forthin this Section. Notice shall be delivered to the addresses set forth below:


If to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE:

Director of Sales- Medicare 1966 Greenspring Drive Suite 600 Timonium, Maryland 21093 With a copy to: Chief Financial Officer 1966 Greenspring Drive Suite 600 Timonium, Maryland 21093 If to INDEPENDENT AGENT: …………………………………………………………………….. …………………………………………………………………….. …………………………………………………………………….. Attention: ………………………………………………………………………

9. WAIVER. The failure of either party to enforce any of the terms and conditions of this Agreement shall not constitute a waiver by such party of its right to do so, nor shall it be deemed to be an act of ratification or consent.

10. COMPLIANCE WITH LAWS. The parties shall at all times comply with applicable local, state and federal laws, rules, and regulations, including but not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the HIPAA Business Associate Agreement attached hereto as Exhibit G. INDEPENDENT AGENT further agrees to comply with the specific CMS guidelines set forth below:

a. CMS Training Requirements. UNIVERSITY OF MARYLAND HEALTH

ADVANTAGE, as authorized by CMS as a MA Organization, and INDEPENDENT AGENT collectively being subject to CMS’s rulemaking authority, shall implement and maintain an effective training and education program consistent with those required and described in 42 C.F.R. 422.503.

b. Requirement to Screen for Exclusion from Federal Procurement and Department of

Health and Human Services. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, as authorized by CMS as a MA Organization, is subject to CMS’s


rulemaking authority, shall be responsible for screening 1) upon initial hire or contracting, and 2) monthly thereafter all of its own: individual employees, temporary employees, volunteers, contractors, governing body members, or First Tier Downstream Entity; against the DHHS OIG List of Excluded Individuals and Entities (LEIE list) and the GSA Excluded Parties Lists System (EPLS). The parties agree to the implement and maintain compliance with the screening standards set forth in 42 C.F.R. 422.503(b)(4)(vi)(F), 422.752(a)(8), 423.504(b)(4)(vi)(F), 423.752(a)(6), 1001.1901.

c. Requirement to perform background checks. An INDEPENDENT AGENT at the time

of executing this Agreement and/or Exhibit C: Sales Representative Addendum, agrees to allow UNIVERSITY OF MARYLAND HEALTH ADVANTAGE to perform a background check within 90 days.

11. DISPUTE RESOLUTION. In the event a dispute between UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and INDEPENDENT AGENT arises out of or is related to this Agreement, the parties to the dispute shall meet and negotiate in good faith to attempt to resolve the dispute. If, after at least thirty (30) days following the date one Party wishes to pursue the dispute, the dispute shall be submitted to binding arbitration conducted in the County and State in which the majority of services under this Agreement are provided in accordance with the Commercial Arbitration Rules of the American Arbitration Association as they are in effect when the arbitration is conducted. In no event may arbitration be initiated more than six (6) months following written notice of the dispute. The arbitrators shall have no authority to award punitive or exemplary damages, or to vary or ignore the terms of this Agreement, and shall be bound by controlling law.

12. LEGAL PROCEEDINGS. INDEPENDENT AGENT shall not institute legal proceedings of any kind or character on behalf of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, or on behalf of or against any policyholder in connection with any matter pertaining to the subject matter of this Agreement. INDEPENDENT AGENT agrees to promptly notify UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, in writing, of the institution of any legal proceedings against INDEPENDENT AGENT in connection with the subject matter of this Agreement.

13. INDEMNIFICATION. Notwithstanding any specific indemnification provisions described in this Agreement, INDEPENDENT AGENT and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE agree to indemnify and hold the other harmless from any judgments, settlements, attorney fees or other expenses resulting from any unauthorized, negligent or unlawful acts, omissions of statements by INDEPENDENT AGENT or UNIVERSITY OF MARYLAND HEALTH ADVANTAGE arising out of the


terms of this Agreement.

14. PROPERTY. All books, contracts, records, rate manuals, advertisement materials, enrollment forms, applications, ID cards, supplies, leads, etc. furnished by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE to INDEPENDENT AGENT shall remain the property of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and shall be immediately returned upon demand, or termination of this Agreement.

15. SURVIVAL. Notwithstanding herein to the contrary, the parties acknowledge that any provisions regarding confidentiality and the protection of health information in this Agreement or any amended UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, exhibitors, or amendments hereto, shall survive the termination or expiration of this Agreement.

16. APPLICABLE LAW. Any questions or laws concerning the validity, contraction,

interpretation, administration or effect of this Agreement shall be governed in accordance with Federal law, including any administrative rules, regulations and guidelines as promulgated, and from time to time so amended by CMS and the Department of Health and Human Services, and to the extent not otherwise preempted the laws of the State of Maryland.

17. ASSIGNMENT. The interest of the INDEPENDENT AGENT in this Agreement and all

rights hereunder, including specifically INDEPENDENT AGENT’s rights to receive commissions, is not assignable.

18. AMENDMENT. No provision of this Agreement may be amended, modified or otherwise

altered unless in writing and executed by INDEPENDENT AGENT and an authorized officer of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. Notwithstanding the above, the terms contained in Exhibit B: Medicare Advantage/Prescription Drug Plan Schedule of Commissions attached hereto may be amended at any time at UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s discretion and with proper notice to INDEPENDENT AGENT. In addition, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE reserves the right to unilaterally amend this Agreement if required to do so pursuant to applicable local, state and federal governmental laws, rules and regulations.

19. SEVERABILITY. If any provision of this Agreement or portion thereof is declared

invalid or unenforceable, the remaining provisions shall nevertheless remain in full force and effect.

20. ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties


and supersedes and voids any previous agreement between the parties. All Exhibits and Attachments to this Agreement are incorporated by reference herein and are made a part of this Agreement.

21. ADDENDA AND EXHIBITS. The following Addenda and Exhibits attached hereto are incorporated into and hereby made a part of this Agreement:

a. Exhibit A: Affiliates b. Exhibit B: Medicare Advantage/Prescription Drug Plan Schedule of Commissions c. Exhibit C: Sales Representative Addendum (*Must be signed by all Subordinate

Agents) d. Exhibit D: Rules of Engagement e. Exhibit E: Sales Integrity Oversight Addendum f. Exhibit F: Delegated Services Addendum g. Exhibit G: HIPAA Business Associate Agreement (*Must be signed by the Parties

to this Agreement) h. Exhibit H: MIPAA Requirements i. Exhibit I: Medicare Advantage Contract Requirements Addendum

[SIGNATURE PAGE TO FOLLOW]


WITNESS WHEREOF, this Agreement has been entered into by the parties the day and year first written above.

INDEPENDENT AGENT: RIVERSIDE ADVANTAGE, INC.

BY: BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:


EXHIBIT A

AFFILIATES

The Products (i.e. CMS marketing and plan names) set forth on this Addendum shall be considered parties to the Agreement and are authorized to be marketed and sold by Agents.

UNIVERSITY OF MARYLAND HEALTH ADVANTAGE COMPLETE

UNIVERSITY OF MARYLAND HEALTH ADVANTAGE DUAL


EXHIBIT B

MEDICARE ADVANTAGE/PRESCRIPTION DRUG PLAN SCHEDULE OF COMMISSIONS

Pursuant to the terms and conditions set forth in Section 6 of Non-Exclusive Agreement (the, “Agreement”), the Parties agree to the following compensation schedule and requirements as set forth in this Exhibit A.

I. Compensation Schedule

Per CMS, Initial Compensation is paid only when the beneficiary is a new enrollee to Medicare or MA/MAPD, as validated by the CMS compensation reports. All 2016 compensation will be paid as Replacement/Renewal Compensation unless CMS compensation reports indicate the compensation should be Initial Compensation. All agents will be compensated by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE at the rates indicated herein unless an alternative MIPPA compliant compensation plan is submitted with documented approval from UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. For enrollments with effective dates in the 2016 calendar year, the following compensation schedule will be in effect. Compensation for enrollments prior to 2016 will be calculated in accordance with the commission schedule in effect at the time of the enrollment.

UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Market – Maryland

(Beginning with 1/1/2016) Sales Entity Initial Compensation

from a “Non-Like plan” Initial Compensation from a “Like Plan”

Renewal Compensation

Independent Agent $429 $215

$215

II. Requirements:

A. All 2016 compensation will be paid at the Renewal Compensation rate unless CMS compensation reports indicate the compensation should be Initial Compensation. All agents will be paid the compensation indicated unless an alternative MIPPA compliant compensation plan is submitted with documented approval from UNIVERSITY OF MARYLAND HEALTH ADVANTAGE.


B. Renewal Compensation will be paid on all 2016 effective enrollments for the life of the contract, in accordance with CMS guidelines

C. Compensation for enrollment applications shall be paid based upon the following:

i. Applications received prior to January 1, 2016 will be paid on or about January 22, 2016, in a one-time, off-cycle payment.

ii. All 2016 compensation will be paid no later than December 31, 2016.

iii. Applications received in the 2016 calendar year (January – December)

will be paid a lump sum payment prorated based upon the remaining months in the calendar year. All payments will be made on or about the 22nd of the subsequent month.

iv. Initial Compensation for 2016 effective enrollments coming from a

like plan will be paid at the Initial Compensation rate as noted above and will be pro-rated based upon the remaining months in the calendar year in which it is written.

v. Renewal Compensation for 2016 effectives will be pro-rated based

upon the remaining months in the calendar year in which it is written.

vi. Renewal Compensation from prior year effectives, will be paid on a per-member, per-month as earned basis. For example: 1/12 of the total renewal compensation will be paid each month the member is enrolled.

vii. Timing of commission payments may be modified by UNIVERSITY

OF MARYLAND HEALTH ADVANTAGE upon sixty (60) days advance written notice to Agent or in accordance with CMS guidance as appropriate.

D. Upon the termination of a member’s continuous enrollment with

UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, all payments made on 2016 effective applications will be subject to either a full or prorated chargeback based upon the following:

i. A full chargeback will be recovered if: 1. The member terminates within 3 months of enrollment (rapid

disenrollment period) and disenrolls from the plan voluntarily per CMS guidelines.

2. The beneficiary terminates prior to enrollment for any reason.

ii. A prorated chargeback will be recovered if:


1. The member terminates within 3 months of enrollment (rapid disenrollment period) and disenrolls from the plan involuntarily per CMS Marketing Guidelines.

2. The member terminates after the rapid disenrollment period but prior to December 31st in the 2016 calendar year.

E. Compensation disputes must be submitted in writing to UNIVERSITY OF

MARYLAND HEALTH ADVANTAGE in accordance with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s policies and procedures. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE will research the issue and respond in writing as promptly as possible.

F. In the event that hierarchy does not pay undisputed amounts to its downline

agencies and agents, i.e., general agents and/or agents (the “Sales Hierarchy”) in a timely manner in accordance with the terms of this Agreement, its agreement with the applicable entity within its Sales Hierarchy, and in accordance with applicable law, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE reserves the right to pay such entity in the Sales Hierarchy directly and to deduct such amounts from UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s payments to the hierarchy.

G. When an agent retires or becomes disabled, he or she will become inactive and

will no longer be allowed to receive commission payments of any type. In order to continue to receive future commission payments, the agent must recertify annually and remain appointed with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE.

III. Miscellaneous

Both parties agree that UNIVERSITY OF MARYLAND HEALTH ADVANTAGE has a vested interest in its members’ ongoing participation with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. In recognition of this fact, Agent shall not attempt to move the members between Medicare Advantage/Prescription Drug Plans or a Medicare supplement policy without the approval of the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. A pattern of violation of this provision by INDEPENDENT AGENT is subject to termination with cause by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE, pursuant to the termination provisions of this Agreement. This Exhibit B may be amended at any time by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s with proper notice to the Agent without the necessity of consent. In the event of any conflicting terms between this Exhibit B and the Agreement, this Exhibit B shall supersede and control.


EXHIBIT C

SALES REPRESENTATIVE ADDENDUM

PLEASE NOTE: THIS ‘SALES REPRESENTATIVE ADDENDUM’ MUST BE COMPLETED BY EACH AGENT EMPLOYED BY, CONTRACTING WITH, OR

OTHERWISE ACTING ON BEHALF OF THE FMO, SGA, MGA, OR GA NAMED AS A PARTY TO THIS AGREEMENT

This Sales Representative Addendum (“Addendum”) is for a Subordinate Agent (“Agent”) who is certified, licensed and appointed to sell Medicare Advantage/Prescription Drug Plan products. Due to the high degree of compliance necessary and the fact that Medicare Advantage/Prescription Drug Plan products are governed by state and federal regulations, the Agent must fully comply with all applicable UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Policies and Procedures, including but not limited to those set forth below.

Subordinate Agent agrees that it shall comply with all policies and regulations as set forth below. Subordinate Agent agrees to sign this Addendum and HIPAA Business Associated Agreement in the form provided by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE will obtain signed copies of this documentation before authorizing the contracted agent to access, create or receive individually identifiable health information.

I. Agent Qualifications

To be an authorized UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Agent, you must:

1. Complete Agent credentialing administered by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or its designee.

2. Complete the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Agent certification training and pass the required certification examination.

3. Complete face-to-face training conducted by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE sales management in the market(s) where the Agent intends to sell.

4. Be a licensed health insurance agent in the state(s) in which UNIVERSITY OF MARYLAND HEALTH ADVANTAGE operates, in good standing, and supply


UNIVERSITY OF MARYLAND HEALTH ADVANTAGE with a copy of the license upon request.

5. Be appointed by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE as an agent, where applicable.

6. Have an executed agreement with a FMO, SGA, MGA, GA, as applicable.

7. Comply with all legal, compliance and regulatory guidance in accordance with applicable state, federal law and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE policies.

8. Receive continuing education relative to the current Medicare Advantage/Prescription Drug Plan products and comply with any changes that occur relative to this program.

9. Attend sales staff informational meetings in order to stay informed of compliance and regulatory changes, procedural changes, network changes, etc.

10. Pass the annual recertification examination administered by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or its designee.

11. Participate in integrity oversight evaluations as required by CMS and UNIVERSITY OF MARYLAND HEALTH ADVANTAGE. All INDEPENDENT AGENTS (telephonic or in the field) are subject to a mock evaluation following initial certification training. Such “ride-along” observations by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or its designee, may be required by CMS or UNIVERSITY OF MARYLAND HEALTH ADVANTAGE and consist of FMOs or Agency(s) personnel, or Agents rated according to several compliance factors. A score of eighty-five percent (85%) or greater must be obtained for the observation or the appointment maybe immediately rescinded

12. Have reasonable accessibility for receiving communications concerning immediate regulatory or network changes (i.e., phone, email, fax, pager, voicemail, etc.).

13. Maintain a proficiency in, and knowledge of, UNIVERSITY OF MARYLAND HEALTH ADVANTAGE’s Medicare Advantage/ Prescription Drug Plan products as well as all necessary compliance requirements.

14. Comply with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE sales performance and disciplinary standards as set forth in UNIVERSITY OF MARYLAND HEALTH ADVANTAGE policies and procedures, herein incorporated by reference.


15. Have an executed HIPAA Business Associate Agreement for Agents affiliated with an

Agency (FMO, SGA, MGA, or GA).

16. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE requires all Agents to pass a background check prior to approving an agent’s contract.

17. Rapid Disenrollment rate (any policy that is terminated or surrendered prior to month four (4) from the effective date of enrollment as reported by CMS) related to an INDEPENDENT AGENT’S enrollments may not exceed 10% per month.

II. Errors and Omissions

Subordinate Agent shall maintain at all times during the term of this Agreement, Errors and Omissions Insurance in amounts consistent with industry standards, but at no time less than $1,000,000 per occurrence and $1,000,000 aggregate limit, with a reasonable deductible. Agent shall request that notice be provided to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE by the insurer of any reduction, modification, cancellation or termination thereof. Agent shall provide evidence to UNIVERSITY OF MARYLAND HEALTH ADVANTAGE that such coverage is in force prior to the execution hereof, and from time to time upon UNIVERSITY OF MARYLAND HEALTH ADVANTAGE request. Agent shall notify UNIVERSITY OF MARYLAND HEALTH ADVANTAGE immediately if such insurance is or will be reduced, modified, canceled or terminated. Failure to maintain adequate Errors and Omissions insurance in accordance with this Agreement is considered a breach of the Agreement and may be cause for termination of the Agreement. Failure to maintain Errors and Omissions insurance will lead to disciplinary actions up to and including immediate termination in accordance with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE policies and procedures.

III. Individual Leads

UNIVERSITY OF MARYLAND HEALTH ADVANTAGE is not responsible for supporting the Subordinate Agent with leads or financial support in their prospecting efforts. During a visit with the prospect, the Subordinate Agent can present the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Medicare Advantage products with full disclosure and enroll the prospect. Referrals may only be sought in accordance with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE policy and CMS guidelines. Subordinate Agent must follow all guidelines and regulations that govern the proper procedure for prospecting, and selling, the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE product including all requirements set forth under MIPPA and the CMS Medicare Marketing Guidelines.


IV. Commissions – Individual Sales

Enrollments must be a result of the direct contact between the Subordinate Agent and the individual prospect. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE will pay a commission for each individual whom Subordinate Agent enrolls in a UNIVERSITY OF MARYLAND HEALTH ADVANTAGE Medicare Advantage/Prescription Drug Plan. Commissions are paid per the current commission schedule set forth in Exhibit B. The allocated portion of the commission payments will be paid directly to the Agent of Record during the normal commission payment schedule as set forth by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE policy unless otherwise agreed between the parties.

AGENT

By:

Print Name:

Date:

Please check all that apply:

______ I certify that I am an Agent contracted with:

(Name of FMO, SGA, MGA, or GA)


Agent Contracting Checklist

☐ Copies of valid insurance license

☐ AHIP or Gorman training and testing certification

☐ Completion of UNIVERSITY OF MARYLAND HEALTH ADVANTAGE online training

☐ Face-to-face training

Mandatory for all agents new to selling UNIVERSITY OF MARYLAND HEALTH ADVANTAGE plans

☐ A copy of E&O policy/coverage

☐ Hierarchy Form

Please compete Hierarchy form and include up line or down line as applicable

☐ W-9

☐ Assignment of Commissions Form

Complete this form if you will be assigning your commissions to your agency

☐ ACH Form (direct deposit bank form)

Complete this from if you would like Direct Deposit, otherwise a check will be mailed.

☐ Agent Application

All 3 pages in its entirety

☐ University of Maryland Release Authorization and Fair Credit Reporting Act Disclosure

This form authorizes us to perform background checks

☐ Sales representative Addendum

☐ Agent reads and acknowledges P&P at the end of agent certification

HIPAA FWA REPORTING FDR – MEDICARE COMPLIANCE GUIDE REPORTING MISCONDUCT COMPLIANCE – FWA HOTLINE

NOTES

EXHIBIT D


RULES OF ENGAGEMENT

Please refer to the Rules of Engagement as attached.


EXHIBIT E

SALES INTEGRITY AND OVERSIGHT ADDENDUM

(Does Not Apply to the Independent Agent Contract)


EXHIBIT F

DELEGATED SERVICES ADDENDUM

(Does Not Apply to the Independent Agent Contract)


EXHIBIT G

BUSINESS ASSOCIATE AGREEMENT

THIS BUSINESS ASSOCIATE AGREEMENT (this “Agreement”), dated as of the Effective Date of the corresponding Non-Exclusive Agreement, by and between ________________________(“Business Associate”) and Riverside Advantage, Inc., (operating as UNIVERSITY OF MARYLAND HEALTH ADVANTAGE) a Maryland corporation (together with its subsidiaries, the “Covered Entity”).

WHEREAS, the Covered Entity and the Business Associate seek to for sales, marketing a brokerage services related to certain Medicare Advantage products outlined in the Non-Exclusive Agreement. Each of the parties to this Agreement recognizes the need to protect the individual private health information of, including but not limited to, those enrolled in the Covered Entity’s managed care business and receiving healthcare services by the Covered Entity, Business Associate, and/or any of its contracted providers; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, intending to be legally bound, Business Associate and the Covered Entity hereby agree as follows:

1. Definitions a. Business Associate. "Business Associate" shall mean [____________________] b. Covered Entity. "Covered Entity" shall mean Riverside Health, Inc. c. Individual. "Individual" shall have the same meaning as the term "individual" in 45

CFR Part 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR Part 164.502(g).

d. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.

e. Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR Part 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity.

f. Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR Part 164.103.

g. Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee.

2. Obligations and Activities of Business Associate a. Business Associate agrees to not use or disclose Protected Health Information other

than as permitted or required by the Agreement or as Required By Law. b. Business Associate agrees to use appropriate safeguards to prevent use or disclosure

of the Protected Health Information other than as provided for by this Agreement.


c. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.

d. Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware.

e. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information.

f. Business Associate agrees to provide access, at the request of Covered Entity, within a reasonable time, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR Part 164.524.

g. Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR Part 164.526 at the request of Covered Entity or an Individual, within a reasonable time.

h. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available [to the Covered Entity, or] to the Secretary, in a time and manner within a reasonable time or designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.

i. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Part 164.528.

j. Business Associate agrees to provide to Covered Entity or an Individual, within a reasonable time, information collected in accordance with this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Part 164.528.

3. Permitted Uses and Disclosures by Business Associate a. General Use and Disclosure Provisions

i. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Non-Exclusive


Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.

b. Specific Use and Disclosure Provisions i. Except as otherwise limited in this Agreement, Business Associate may use

Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

ii. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

iii. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 45 CFR Part 164.504(e)(2)(i)(B).

iv. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with Part 164.502(j)(1).

4. Obligations of Covered Entity a. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and

Restrictions i. Covered Entity shall notify Business Associate of any limitation(s) in its

notice of privacy practices of Covered Entity in accordance with 45 CFR Part 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information.

ii. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information.

iii. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR Part 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information.

b. Permissible Requests by Covered Entity


i. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.

5. Term and Termination a. Term. The Term of this Agreement shall be effective as of the signing of this

agreement, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section.

b. Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either:

i. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement and the Non-Exclusive Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity;

ii. Immediately terminate this Agreement and the Non-Exclusive Agreement if Business Associate has breached a material term of this Agreement and cure is not possible; or

iii. If neither termination nor cure are feasible, Covered Entity shall report the violation to the Secretary.

c. Effect of Termination. i. Except as provided in paragraph (ii) of this section, upon termination of this

Agreement, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information.

ii. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon a reasonable time and notice that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.


6. Miscellaneousa. Regulatory References. A reference in this Agreement to a section in the Privacy Rule

means the section as in effect or as amended.b. Amendment. The Parties agree to take such action as is necessary to amend this

Agreement from time to time as is necessary for Covered Entity to comply with therequirements of the Privacy Rule and the Health Insurance Portability andAccountability Act of 1996, Pub. L. No. 104-191.

c. Survival. The respective rights and obligations of Business Associate under Section5(c) (“Effect of Termination”) of this Agreement shall survive the termination of thisAgreement.

d. Interpretation. Any ambiguity in this Agreement shall be resolved to permit CoveredEntity to comply with the Privacy Rule.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, each of the undersigned has caused this Business Associate Agreement to be executed by its duly authorized representative.

AGENCY / AGENT Riverside Health, Inc.

By:___________________________ By:__________________________

Name:________________________ Name:________________________

Title:_________________________ Title:_________________________

Date:_________________________ Date:_________________________


EXHIBIT H

MIPPA ADDENDUM

A. DEFINITIONS a. “Nominal Gifts” shall have the meaning given to such term at 42 C.F.R. § 422.2268

and 423.2268(d). For the purposes of this Addendum, Nominal Gifts shall mean giftswith retail value of $15 or less which are not readily convertible to cash.

b. “Unsolicited Contracts" shall have the meaning given to such term at 42 C.F.R. §422.2268(d) and 423.2268(d). For the purposes of this Addendum, UnsolicitedContacts shall mean contact or phone calls to former members or prospectivemembers who have not provided explicit consent for such contact or phone call.

c. “MIPPA” or "Medicare Improvement for Patients and Providers Act of 2008" is thestatute under which the CMS MIPPA regulations were promulgated.

d. “Cross Selling” shall have the meaning given to such term at 42 C.F.R. § 422.2268(f)and 423.2268(f), and shall prohibit the marketing or selling of non-healthcare relatedproducts, such as annuities and life insurance, to prospective enrollees during anyMedicare Advantage or Part D sales activity or presentation.

e. “Scope of Appointment” shall have the meaning given to such term at 42 C.F.R. §422.2268(g) and 423.2268(g) and (h), and shall require sales/marketingrepresentatives to clearly identify the types of products that will be discussed at anappointment or presentation prior to marketing to a potential enrollee.

f. “Health Care Setting” shall have the meaning given to such terms at 42 C.F.R. §422.2268(k) and 423.2268(k) and shall mean hospitals, nursing homes, pharmacies,physician offices or any other location in which health care or pharmacy services arerendered to patients such as exam rooms, patient rooms, dialysis centers andpharmacy counters, and/or the waiting room/areas of such locations.

g. “Educational Events” shall have the meaning given to such term at 42 C.F.R. §422.2268(1) and 423.2268(1), and is an event that provides educational informationabout the Medicare program and/or health improvement or wellness.

h. “Light Snacks” shall have the meaning given to such term at 42 C.F.R. §422.2268(p) and 423.2268(p), and while CMS does not intend to define the term"meal" or create a comprehensive list that qualifies as light snacks, the followingcould be considered generally acceptable: fruit; raw vegetables; pastries; cookies;crackers; muffins; cheese; chips; yogurt; nuts, etc.


i. “Agent/Broker Compensation” shall have the meaning given to such term at 42 C.F.R§422.227L1-(a) and 423.2274(a), and includes pecuniary or non-pecuniary remuneration of any kind relating to the sale or renewal of the policy, for example, commissions, bonuses, gifts, prizes, and finders' fees.

j. “Agent/Broker Training” shall have the meaning given to such term at 42 C.F.R. §

422.2274(b) and 423.2274(b), and includes training on Medicare rules and regulations and on plan details specific to the plan products being sold by brokers and agents.

B. OBLIGATIONS OF FMO/SGA/MGA/GA and INDEPENDENT AGENTS

a. Nominal Gifts. FMO/SGA/MGA/GA and INDEPENDENT AGENT agrees, and shall require Subordinate Agencies, Brokers and Agents to agree that they will not offer gifts to potential enrollees that exceed the current CMS definition of nominal gift, currently defined as having a retail value of less than $15.00 and may not be readily convertible into cash.

b. Marketing through Unsolicited Contacts. FMO/SGA/MGA/GA and INDEPENDENT AGENT agrees and shall require Subordinate Agencies, Brokers and Agents to agree that they will observe the CMS prohibition of door-to-door solicitation and will not engage in any unsolicited contact of prospective enrollees, except as allowed under the MIPPA regulations. Prohibited activities include, but are not limited to, outbound marketing calls; calls to former members who have disenrolled; calls to beneficiaries to confirm receipt of mailed information; calls to confirm acceptance of appointments made by third parties; approaching beneficiaries in common areas; or calls or visits to beneficiaries who attended a sales event and did not request a follow up contact.

c. Scope of Appointment. FMO/SGA/MGA/GA and INDEPENDENT AGENT agrees

and shall require Subordinate Agencies, Brokers and Agents to agree to utilize the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or CMS approved "Sales Appointment Confirmation Form" also referred to as "Scope of Appointment Form" or document the prospective enrollee's consent by recording the Scope of Appointment discussion, prior to initiating any face-to-face appointment with a prospective enrollee. Sales Appointment Confirmation Forms and/or recordings of prospective enrollee's consent to the scope of appointment must be retained by FMO/SGA/MGA/GA or INDEPENDENT AGENT for a period of ten (10) years, or as otherwise required by MIPPA regulations and in accordance with UNIVERSITY OF MARYLAND HEALTH ADVANTAGE policies and procedures. Agents/Agency(s) must inform the beneficiary of all products that will be discussed prior to the in-home appointment. Enrollee must provide, and Agent/Agency(s) must document the enrollee's consent.


d. Cross-selling. FMO/SGA/MGA/GA and INDEPENDENT AGENT agrees, and shallrequire Subordinate Agencies, Brokers and Agents to agree not to solicit, present orsell any non-healthcare related products such as annuities or life insurance toprospective enrollees during any Medicare Advantage or Part D sales activity orpresentation, as this is considered Cross-selling by CMS and is strictly prohibitedunder the MIPPA regulations.

e. Sales/Marketing in Health Care Settings. FMO/SGA/MGA/GA andINDEPENDENT AGENT agrees and shall require Subordinate Agencies, Brokersand Agents to agree not to conduct sales activities to prospective enrollees in anyHealth Care Setting, except in common areas, as this is strictly prohibited under theMIPPA regulations. Common areas where marketing activities are allowed includeareas such as hospital/facility cafeterias, community or recreational rooms and/orconference rooms.

f. Sales/Marketing at Educational Events. FMO/SGA/MGA/GA and INDEPENDENTAGENT agrees and shall require Subordinate Agencies, Brokers and Agents to agreenot to conduct sales activities to prospective enrollees at any events that are promotedas being Educational Events. An event is deemed to be an Educational Event if it isintended to provide general and objective information about the Medicare Program,Medicare Advantage or Part D programs, or general health and wellness topics.Prohibited activities include the distribution of marketing materials or business replycards, or the distribution or collection of plan applications.

g. Prohibition on the Provision of Meals. FMO/SGA/MGA/GA and INDEPENDENTAGENT agrees, and shall require Subordinate Agencies, Brokers and Agents to agreenot to provide meals to prospective enrollees prior to, during or after a presentation toprospective enrollee. Light Snacks as defined herein are allowed to be provided atsales presentations, events or meetings.

h. Appointment and Termination of Agents. FMO/SGA/MGA/GA and INDEPENDENTAGENT agrees, and shall require Subordinate Agencies to agree to only use state-licensed, certified or registered individuals as Agents/Agency(s). BothINDEPENDENT AGENT and internal/employed/captive agents that performsales/marketing activities must be licensed and appointed with UNIVERSITY OFMARYLAND HEALTH ADVANTAGE.

i. UNIVERSITY OF MARYLAND HEALTH ADVANTAGE is required to report thetermination of any Agent/Agency(s) and the reason for the termination to the State inwhich the agent is appointed. Therefore, FMO/SGA/MGA/GA and INDEPENDENTAGENT agrees, and shall require Subordinate Agents to agree to notifyUNIVERSITY OF MARYLAND HEALTH ADVANTAGE of any terminations ofagents or brokers whom are subordinate, including reason for such termination.


j. Agent/Agency(s) Training. FMO/SGA/MGA/GA and INDEPENDENT AGENT

agrees, and shall require Subordinate Agencies to agree to require all Agents/Agency(s) to meet the requirements of the Medicare Advantage/ Prescription Drug Addendum, including successfully completing the UNIVERSITY OF MARYLAND HEALTH ADVANTAGE approved Agent/Agency(s) certification training and passing the initial certification and annual recertification exams administered by UNIVERSITY OF MARYLAND HEALTH ADVANTAGE or its designee, with a score of 85% or greater.

C. CHANGE IN APPLICABLE LAWS OR REGULATIONS

In the event the laws or regulations of the United States or the State applicable to the subject matter of the Addendum are modified or amended in any material way with respect to the Addendum, this Addendum shall not be terminated but rather, to the extent feasible, shall be promptly unilaterally amended by the parties to operate in compliance with the existing law. The parties acknowledge that their responsibilities under this Addendum may be affected and governed by the requirements of MIPPA, to the extent that regulations implementing MIPPA (the "Regulations") become effective during the Term of this Agreement or any renewal thereof. Both parties agree that, upon the effective date of any such Regulations, the Agreement and Addendum shall be deemed to incorporate and impose on the parties any obligations applicable to each of them under such Regulations pursuant to their responsibilities hereunder. To the extent any amendments to the Agreement or Addendum shall be necessary to effectuate or clarify the obligations of the parties pursuant to such Regulations, the parties hereby agree to negotiate such amendments in good faith, subject to the right of either party to terminate the Agreement or Addendum in accordance with its terms.

D. SURVIVAL

The respective rights and obligations of FMO/SGA/MGA/GA and INDEPENDENT AGENT under Section 2 of this Addendum shall survive the termination of this Agreement.


EXHIBIT I

Medicare Advantage Contract Requirements

This Medicare Advantage Contract Requirements Addendum (“Addendum”) may be updated and amended at any time in order to comply with any local, state or federal governmental laws, rules or regulations. FMO/SGA/MGA/GA and INDEPENDENT AGENT (for the purposes of this Addendum, “INDEPENDENT AGENT”) will be notified regarding these changes as soon as practicable after changes have been announced.

CMS requires that specific terms and conditions be incorporated into the Services Agreement between a Medicare Advantage Organization or First Tier Entity and a First Tier Entity or Downstream Entity to comply with the Medicare laws, regulations, and CMS instructions, including, but not limited to, the Medicare Prescription Drug, Improvement and Modernization Act of 2003, Pub. L. No. 108-173, 117 Stat. 2066 (“MMA”); and

Except as provided herein, all other provisions of the Agreement between Riverside Advantage, Inc. (for purposes of this Addendum, “Plan” or “MA organization”) and INDEPENDENT AGENT not inconsistent herein shall remain in full force and effect. This Addendum shall supersede and replace any inconsistent provisions to such Agreement; to ensure compliance with required CMS provisions, and shall continue concurrently with the term of such Agreement.

NOW, THEREFORE, the parties agree as follows:

Definitions:

1. Centers for Medicare and Medicaid Services (“CMS”): the agency within the Department ofHealth and Human Services that administers the Medicare program.

2. Completion of Audit: completion of audit by the Department of Health and Human Services,the Government Accountability Office, or their designees of a Medicare AdvantageOrganization, Medicare Advantage Organization contractor or related entity.

3. Downstream Entity: any party that enters into a written arrangement, acceptable to CMS,with persons or entities involved with the MA benefit, below the level of the arrangementbetween an MA organization (or applicant) and a first tier entity. These writtenarrangements continue down to the level of the ultimate provider of both health andadministrative services.

4. Final Contract Period: the final term of the contract between CMS and the MedicareAdvantage Organization.


5. First Tier Entity: any party that enters into a written arrangement, acceptable to CMS, with an MA organization or applicant to provide administrative services or health care services for a Medicare eligible individual under the MA program.

6. Medicare Advantage (“MA”): an alternative to the traditional Medicare program in which private plans run by health insurance companies provide health care benefits that eligible beneficiaries would otherwise receive directly from the Medicare program.

7. Medicare Advantage Organization (“MA organization”): a public or private entity organized and licensed by a State as a risk-bearing entity (with the exception of provider-sponsored organizations receiving waivers) that is certified by CMS as meeting the MA contract requirements.

8. Member or Enrollee: a Medicare Advantage eligible individual who has enrolled in or elected coverage through a Medicare Advantage Organization.

9. Related entity: any entity that is related to the MA organization by common ownership or control and (1) performs some of the MA organization's management functions under contract or delegation; (2) furnishes services to Medicare enrollees under an oral or written agreement; or (3) leases real property or sells materials to the MA organization at a cost of more than $2,500 during a contract period.

Required Provisions:

FMO/SGA/MGA/GA and INDEPENDENT AGENT agrees to the following:

1. HHS, the Comptroller General, or their designees have the right to audit, evaluate, and inspect any pertinent information for any particular contract period, including, but not limited to, any books, contracts, computer or other electronic systems (including medical records and documentation of the first tier, downstream, and entities related to CMS’ contract with RIVERSIDE ADVANTAGE, (hereinafter, “MA organization”) through 10 years from the final date of the final contract period of the contract entered into between CMS and the MA organization or from the date of completion of any audit, whichever is later. [42 C.F.R. §§ 422.504(i)(2)(i) and (ii)]

2. They will comply with the confidentiality and enrollee record accuracy requirements, including: (1) abiding by all Federal and State laws regarding confidentiality and disclosure of medical records, or other health and enrollment information, (2) ensuring that medical information is released only in accordance with applicable Federal or State law, or pursuant to court orders or subpoenas, (3) maintaining the records and information in an accurate and timely manner, and (4) ensuring timely access by enrollees to the records and


information that pertain to them. [42 C.F.R. §§ 422.504(a)(13) and 422.118]

3. Enrollees will not be held liable for payment of any fees that are the legal obligation of theMA organization. [42 C.F.R. §§ 422.504(i)(3)(i) and 422.504(g)(1)(i)]

4. For all enrollees eligible for both Medicare and Medicaid, enrollees will not be held liablefor Medicare Part A and B cost sharing when the State is responsible for paying suchamounts. They will be informed of Medicare and Medicaid benefits and rules for enrolleeseligible for Medicare and Medicaid. FMO/SGA/MGA/GA and INDEPENDENT AGENTmay not impose cost-sharing that exceeds the amount of cost-sharing that would bepermitted with respect to the individual under title XIX if the individual were not enrolledin such a plan. FMO/SGA/MGA/GA and INDEPENDENT AGENT will: (1) accept theMA plan payment as payment in full, or (2) bill the appropriate State source. [42 C.F.R. §§422.504(i)(3)(i) and 422.504(g)(1)(i)]

5. Any services or other activity performed in accordance with a contract or written agreementby FMO/SGA/MGA/GA and INDEPENDENT AGENT are consistent and comply with theMA organization's contractual obligations. [42 C.F.R. § 422.504(i)(3)(iii)]

6. Contracts or other written agreements between the MA organization and providers orbetween first tier and downstream entities must contain a prompt payment provision, theterms of which are developed and agreed to by the contracting parties. The MAorganization is obligated to pay contracted providers under the terms of the contractbetween the RIVERSIDE ADVANTAGE and the INDEPENDENT AGENT. [42 C.F.R.§§ 422.520(b)(1) and (2)]

7. FMO/SGA/MGA/GA/INDEPENDENT AGENT and any related entity, contractor orsubcontractor will comply with all applicable Medicare laws, regulations, and CMSinstructions. [42 C.F.R. §§ 422.504(i)(4)(v)]

8. If any of the MA organization’s activities or responsibilities under its contract with CMSare delegated to any first tier, downstream and related entity:

(i) FMO/SGA/MGA/GA/INDEPENDENT AGENT and RIVERSIDE ADVANTAGE agree to enter into a written agreement specifying the delegated activities and reporting responsibilities.

(ii) CMS and the MA organization reserve the right to revoke the delegation activities and reporting requirements or to specify other remedies in instances where CMS or the MA organization determine that such parties have not performed satisfactorily.

(iii) The MA organization will monitor the performance of the parties on an ongoing basis.

(iv) The credentials of medical professionals affiliated with the party or parties will be either reviewed by the MA organization or the credentialing process will be reviewed


and approved by the MA organization and the MA organization must audit the credentialing process on an ongoing basis.

(v) If the MA organization delegates the selection of providers, contractors, or subcontractor, the MA organization retains the right to approve, suspend, or terminate any such arrangement.

[42 C.F.R. §§ 422.504(i)(4) and (5)]

In the event of a conflict between the terms and conditions above and the terms of a related agreement, the terms above control.

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