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PRODUCER AGREEMENT

This PRODUCER AGREEMENT (this "Agreement') is made and entered into this ___ day of ___________, 201__ ("Effective Date') by and between HealthyCT, Inc. ("HCT"), a Connecticut health insurance company, and ________________ ("Producer”), a _______________.

RECITALS

WHEREAS, HCT is seeking a network of independent producers to provide beneficiary education, outreach and enrollment services to assist eligible beneficiaries applying for the HCT insurance product (the “HCT Product”).

NOW, THEREFORE, in consideration of the covenants, promises, representations and

warranties set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), intending to be legally bound hereby, the parties agree as follows:

I. APPOINTMENT AND RELATIONSHIP

A. HCT hereby authorizes the Producer to act on its behalf and represent HCT only to the extent authorized herein.

B. The Producer is an independent contractor with respect to HCT and nothing contained herein shall create or be construed to create the relationship of employer/ employee between HCT and the Producer or between HCT and any employee of the Producer.

C. Nothing herein contained shall be deemed to create an agency, joint venture, partnership or franchise relationship between the Producer and HCT. The Producer acknowledges that the Producer is not an employee of HCT and is not entitled to the HCT’s employee rights and benefits. Producer shall be free to exercise independent judgment as to the time and manner in which Producer performs the services authorized by this Agreement.

II. SCOPE OF SERVICES, AUTHORITY AND RESPONSIBILITY OF PRODUCER

A. The Producer is hereby authorized, on behalf of HCT and only in those states and counties where the parties are authorized to do business and where the Producer is in compliance with all applicable regulatory requirements at the time of solicitation, including insurance license requirements, to solicit applications for approved HCT Products authorized to be marketed by the parties. A list of approved HCT Products authorized to be marketed by the parties will be provided to the Producer by HCT, and such list will be considered fully incorporated herein by reference. Producer shall have no protected territories or regions.

B. The Producer and agents in the Producer's hierarchy ("Sub-Agents") shall be responsible for payment of all expenses associated with their respective marketing of HCT Products, including but not limited to state insurance appointment costs, when applicable, and any other services performed by them in the performance of this Agreement.

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C. The Producer shall be available, during the term of this Agreement, to attend and participate in all required training, monitoring and supervision activities and or seminars as required and or requested by the parties. The Producer agrees to cooperate fully and promptly with any compliance-related inquiry arising out of Producer's activities under this Agreement.

D. The Producer may not use the HCT’s name or logo; the HCT plan name or logo; or any proprietary information on any printed materials, or electronic advertising, or internet site without prior written approval of HCT. The Producer may not reproduce any of the HCT’s Internet content or programs on the Producer's Internet site. The Producer may not re-create or alter any material considered proprietary by HCT in electronic, printed, or any other form.

E. The Producer is required to protect the privacy and confidentiality of personal and financial information regarding the parties, applicants, clients and beneficiaries, current and former plan members, employer groups, and providers. The Producer will not disclose personal or financial information to anyone other than the parties as may be required in the performance of Producer's obligations hereunder. The Producer agrees to comply with all federal, state, and local laws, including the Health Insurance Portability and Accountability Act (“HIPAA”) and the Gramm-Leach-Bliley Act and their amendments, regarding the privacy and confidentiality of consumer health and financial information, including information pertaining to beneficiaries, current and former plan members, employer groups and providers. The Producer further agrees to comply with HCT’s privacy and confidentiality requirements and to enter into a Business Associate Agreement with HCT in substantially the form attached hereto as Exhibit A (“Business Associate Agreement”). The parties each agree they will not disclose or use the non public personal information provided to them under this Agreement to any person or entity except as necessary to carry out the joint marketing of HCT offered by the parties, under this Agreement, or under an expressly recognized exception to the Gramm-Leach-Bliley Act's opt-out requirement, in the ordinary course of business to carry out such joint marketing, unless and until the individual about whom the non-public personal information is shared becomes a customer of HCT and the Producer.

F. The Violent Crime Control and Law Enforcement Act (18 U.S.C. 1033 et. seq.) makes it a crime for individuals convicted of certain felonies to willfully engage in the business of insurance. By entering into this Agreement, the Producer represents that the Producer is not prevented from engaging in the business of insurance under that Act or any other applicable law. The Producer agrees to accurately and fully complete the background information paperwork provided and required by HCT, as applicable, and to advise the HCT in writing within thirty (30) days of the event if Producer is convicted of a felony during the term of this Agreement. HCT recommend that any Producer having questions or concerns as to the applicability of and individual compliance with the aforementioned consult the appropriate regulatory entity.

G. The Producer understands and agrees that HCT may choose to communicate with Producer through the use of telephone, mail, email or facsimile to the mailing address(es), phone numbers, or email address(es) provided by Producer on Exhibit B (“Producer Information”) hereof. The Producer further understands that it is the Producer's responsibility to notify HCT of any changes in Producer's contact information, and agrees to notify HCT immediately of any change in contact information, including changes to Producer's email address(es) and telephone number(s).

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H. The Producer agrees that, except as expressly authorized in advanced writing by HCT, while this Agreement is in force and following its termination for any reason, the Producer shall not directly or indirectly contact, solicit, communicate or meet with any of HCT’s clients, plan members or beneficiaries for the purpose of modifying, rewriting, canceling, lapsing or replacing a HCT Product written during the term of this Agreement. Producer's failure to comply with the provisions of this Section will result in termination of this Agreement for cause, and termination and forfeiture of any and all commissions or vested commissions (if any).

I. The Producer agrees that Producer will not market, solicit, or contact any healthcare providers introduced to Producer, directly or indirectly, through Producer's relationship with HCT, to offer or provide any products or services except authorized products or services on behalf of HCT in accordance with this Agreement.

III. LIMITATIONS OF AUTHORITY

A. The Producer shall have no authority to make, alter, modify or discharge any evidence of coverage, policy, rider, or contract; extend any provision thereof; waive any forfeiture; incur any debts or expenses for which the parties may be liable; receive any funds on behalf of HCT, except as may herein or elsewhere specifically authorized in writing by HCT; withhold or convert to Producer's own use or for the unauthorized benefit of others any monies, securities, policies or receipts belonging to HCT; or accept payments of any kind for HCT Products. Producer shall have no authority to withhold or fail to submit promptly to HCT any application for coverage written under the terms of this Agreement.

B. The Producer shall have no authority to endorse or present for collection any check, draft or other instrument made payable to HCT.

C. The Producer agrees to be bound by all state and federal regulations governing the marketing and sale of the HCT Products, including, where applicable, regulations promulgated by the Centers for Medicare & Medicaid Services (“CMS”), and Producer shall have no authority on behalf of the HCT Parties to conduct unauthorized telemarketing, "cold calling," door-to-door solicitation or any other form of "direct" solicitation prohibited by CMS guidelines or otherwise in violation of state or federal rules and regulations in connection with Producer's activities hereunder.

IV. PAYMENT

A. In consideration for the Producer's services as described herein, the Producer shall be compensated by commission, as follows: HCT shall pay a Commission on approved and accepted new enrollments, based upon the current Schedule of Commissions and Fees then in effect. No additional compensation, bonuses, remuneration or reimbursement will be due and payable to the Producer for new enrollments. Subject to the policies of HCT during the term of, and subject to the provisions of this Agreement, the Producer shall be entitled, as full compensation for all of Producer's services and expenses hereunder, to receive commissions and service fees on all business produced by Producer personally or by Sub-Agents in the Producer's hierarchy. Commissions shall be paid as set forth in the Schedule of Commissions and Fees then in effect, less commissions or service fees due to HCT by Producer or Producer's Sub-Agents by reason of any contract that any Sub-Agent holds with the Parties. Any officer of

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HCT may amend the Schedule of Commissions and Fees at any time. Internal transfers of business shall be payable in accordance with HCT’s policies and in accordance with applicable CMS guidelines. All expenses incurred by Producer in the marketing or enrollment of the HCT Products are the sole responsibility of Producer. HCT's liability is limited to the payment of commissions as set forth in the Schedule of Commissions and Fees, as amended from time to time.

B. Commissions will be payable on an "as earned" basis. For purposes of this Agreement, "as earned" means the Company will pay the Producer’s Commissions according to the mode in which the premium is paid to the Company. No amount of commission will be due and owing to the Producer until the Company has received the premium in cash to which the commission applies.

C. No commissions shall be payable on any application not accepted by HCT, or otherwise not accepted or approved by CMS, if applicable. In the event that the Producer or Sub-Agents incur indebtedness to HCT, or any assignee of HCT, HCT may offset such indebtedness against, and deduct such indebtedness from, any compensation due the Producer. Producer agrees such indebtedness shall be a first lien against all such compensation.

D. Producer acknowledges and agrees that all payments to Producer and Agents in the Producer's hierarchy for applicants enrolled in the HCT Products shall be deemed an advance of compensation to Producer. HCT, or any assignee of HCT, may set off any advances or other amounts owed by Producer or its Sub-Agents to HCT against the amount of any commissions owed by HCT to Producer.

E. HCT will furnish the Producer with a periodic statement of the Producer's account and will pay any amount due Producer hereunder. Upon receipt of such statement the Producer shall immediately examine it, and if not satisfied as to its accuracy, Producer shall return such statement and the payment to HCT with full particulars of any discrepancy therein within thirty (30) days of the date of the statement; otherwise the statement shall be deemed accepted by Producer as true and correct.

F. Unless otherwise specifically provided, all debts due HCT, including advances to Producer or Producer's Sub-Agents against commissions or other compensation, are payable upon demand and are not recoverable solely from commissions or other compensation. Should HCT for any reason disenroll any member from any plan enrollment effectuated hereunder, and should such disenrollment result in a chargeback, then the Producer shall repay to HCT, on demand, any commissions received by Producer or Producer's Sub-Agents on that business. The Producer's failure to repay these commissions is agreed to constitute authorization for HCT to offset such amounts against any commissions or service fees due the Producer on any policy secured hereunder. HCT may at any time offset any debt or debts due from the Producer to HCT for which HCT is held liable, arising from Producer's transactions under this or any previous or subsequent contract between the Producer and the HCT or its predecessors, successors or assigns against any commissions, service fees, or other compensation due or to become due to Producer from HCT and any and all affiliates of HCT. Any unpaid Producer account balance due to HCT shall bear interest at the rate of the lesser of one and one half percent (1.5%) and the maximum extent permitted by law per month beginning on the first day of the calendar month

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following the month the balance is initially incurred. The account on the books of HCT shall be competent evidence of such account for all purposes.

G. The Producer shall be jointly and severally liable, with each Sub-Agent in Producer's hierarchy, to HCT for the payment of all monies due from the Producer or Producer's Sub-Agents, or debit balances on the account of the Producer or Producer's Sub-Agents, or debit balances resulting from loans to the Producer or Sub-Agents from HCT. HCT books and records shall be prima facie evidence of such debit balances or loans due.

H. The Producer hereby assigns to HCT, with recourse, as collateral for all such monies due, debit balance or loans, all amounts due and to become due to the Producer from each Sub-Agent or from HCT, and all notes of Sub-Agents in favor of the Producer. The Producer agrees to execute all other documents required of Producer by HCT in order to properly evidence and effectuate such assignments, and to guarantee the legal enforceability thereof.

V. TERM

This Agreement shall commence on the date hereof and continue in effect and be ongoing, unless terminated in accordance with Section VII hereof.

VI. RETURN OF PROPERTY

Upon the termination of this Agreement for any reason whatsoever, the Producer agrees to end all further use and utilization of, and to immediately return to HCT, in good condition, all property of HCT including, without limitation, any property or equipment furnished by HCT or created or prepared by the Producer, either alone or jointly with others, pursuant to the provisions or requirements of this Agreement. Without limiting the generality of the foregoing, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of HCT and/or that are collected by the Producer, including any and all copies or reproductions thereof, as well as any computer equipment, passwords and access cards provided to the Producer by HCT, shall be delivered promptly to HCT without request by it upon termination of this Agreement.

VII. TERMINATION

Regardless of anything to the contrary contained in this Agreement, (a) HCT may terminate this Agreement immediately with or without cause, and in such event, the Producer shall immediately stop performing all services (unless otherwise directed by HCT in writing). The Producer may terminate this Agreement at any time upon not less than ninety (90) business days' prior written notice to HCT. Upon the effective date of the termination of this Agreement, HCT shall have no further obligation or liability to the Producer other than to make any payments of commissions due for business written and submitted while this Agreement is in force and in accordance with the provisions hereof, less applicable chargebacks, as long as the Producer remains appointed with HCT and annually certified in accordance with HCT and CMS

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requirements, where applicable. In any instance in which premiums have not been paid to HCT for business written by Producer, HCT shall have no obligation to pay commissions to Producer. HCT shall pay commissions on fully completed applications that are submitted to HCT by the Producer during the term of the Agreement, provided that the application is otherwise approved by HCT and, where applicable, that CMS has determined that the beneficiary is eligible for plan membership. The Schedule of Commissions and Fees shall comply with CMS regulations, including those relating to chargebacks. Commissions will be based on the applicant's enrollment date. No commissions shall be payable on any application not accepted by HCT and CMS. However, in the event that HCT terminates this Agreement for cause, or as a result of a breach by Producer, Producer's noncompliance under Section VIII of this Agreement, or unpaid indebtedness by the Producer, HCT shall have no obligation to pay further commissions or renewals. Producer understands and accepts that this Agreement may be terminated for cause if Producer fails to pay to HCT or HCT's assignee any and all amounts due for chargebacks, advance repayments, cancellations or rescissions within thirty (30) days of notification to Producer by HCT or its assignee that monies are due.

Upon termination of this Agreement for any reason whatsoever, the Producer must notify HCT, in writing and within sixty (60) days after termination of this Agreement, of any claims or complaints Producer may have against HCT. The Producer's failure to duly notify HCT shall constitute Producer's waiver of all rights Producer may have to any claims against HCT. Such notification must be sent via certified mail to HCT at the following address:

HealthyCT, Inc. 35 Thorpe Avenue, Suite 104

Wallingford, CT 06492 Attn: Broker Appointments

If the Producer fails to repay, for any reason whatsoever, any indebtedness to HCT after

termination of this Agreement, the Producer agrees to the entry of a judgment against Producer equal to the amount of the indebtedness.

VIII. COMPLIANCE WITH APPLICABLE LAWS

A. The Producer warrants that Producer's conduct in the performance of the services pursuant to this Agreement shall comply with all applicable federal, state and local laws and regulations, including but not limited to applicable licensure requirements, CMS guidelines and certification requirements.

B. The Producer warrants that Producer's performance under this Agreement shall be conducted with due diligence and in accordance with the highest professional standards in the industry. The Producer shall comply with all applicable policies and procedures of HCT, including those relating to privacy and security, in the course of performing services under this Agreement.

IX. PRODUCER REPRESENTATION

Producer represents and warrants it has provided to HCT an accurate and complete list and hierarchy of its Sub-Agents for purposes of HCT’s performance under this Agreement.

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Producer agrees to defend, indemnify, and hold harmless HCT in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees as provided herein resulting from or relating to Producer’s failure to provide to HCT a complete and accurate list and hierarchy of its Sub-Agents, regardless of the reason for or cause of such failure by Producer.

X. REMEDIES IN THE EVENT OF BREACH

In the event of a breach by the Producer of any of the covenants of this Agreement, HCT shall be entitled to:

(i) Obtain an injunction enjoining any violation or threatened violation of the covenants herein for the benefit and protection of HCT;

(ii) Obtain an injunction compelling the performance by Producer of all obligations and covenants owed to HCT under this Agreement; and

(iii) Withhold from Producer and not pay to Producer any sum otherwise payable by HCT or its assignees to Producer, including without limitation, any such sum attributable to commissions or renewals.

XI. GENERAL

A. Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt, or mailed by internationally recognized overnight courier prepaid, to the parties at the following address:

If to HCT:

HealthyCT, Inc. 35 Thorpe Avenue, Suite 104

Wallingford, CT 06492 Attn: Broker Appointments

If to the Producer:

________________________ Attn: ________________________ ________________________ or to such other address and to such other persons as either party may from time to time designate by notice given herein as provided. Such notices or communications will be deemed to have been given three (3) business days after deposit in the United States mail, one (1) business day after delivery by an overnight delivery service or upon delivery if delivered personally.

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B. Entire Agreement; Modification. This Agreement and attached Exhibits

constitutes the entire Agreement among the parties with respect to the services contemplated herein. This Agreement supersedes all prior Agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Whenever possible, HCT will provide written notification of amendments or modifications ten (10) days prior to effective date of amendment or modification, however, HCT reserves the right to amend or modify immediately and without notice as may be required or directed to maintain regulatory compliance. This Agreement cannot be changed by any oral promise or statement, and no written modification or change will bind the parties unless agreed to and executed in writing, by an authorized signatory of HCT, in the form of an amendment to this Agreement.

C. Waiver. Any term or condition of this Agreement may be waived at any time by the party entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

D. No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned (by operation of law or otherwise) by Producer without the prior written consent of HCT and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

E. Survival. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section II E, Section II H, Section II I, Section IV, Section XI L, and Section XI M hereof shall survive the expiration or termination, for any reason, of this Agreement.

F. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

G. Severability. Any term or provision of this Agreement that is invalid, illegal or unenforceable in any situation in any jurisdiction shall not affect the validity, legality or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If such invalidity, illegality or unenforceability is caused by length of time or size of area, or both, the otherwise invalid provision shall be, without further action by the parties, automatically amended to such reduced period or area as would cure such invalidity, illegality or unenforceability; provided, however, that such amendment shall apply only with respect to the operation of such provision in the particular jurisdiction in which such determinations are made.

H. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Connecticut, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Connecticut.

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I. Jurisdiction; Venue. All actions and proceedings arising out of or relating to this Agreement and not subject to arbitration shall be heard and determined in a state or federal court of competent jurisdiction located in New Haven County, Connecticut, and each party hereby irrevocably consents to the exclusive personal jurisdiction of those courts for such purpose. In addition, each party hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in any state or federal court sitting in New Haven County, Connecticut, and further irrevocably waives any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

J. Counterparts; Facsimile Execution. This Agreement may be executed and delivered: (i) in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument; and/or (ii) by facsimile, in which case the instruments so executed and delivered shall be binding and effective for all purposes.

K. Indemnification. The Producer agrees to indemnify, defend, and hold HCT harmless from and against any and all claims, damages, costs, losses, and expenses, including, without limitation, reasonable attorney's fees and costs of settlement or defenses, for all acts or for those arising out of or relating to the: (i) actual or alleged negligent or actual or alleged willful misconduct of the Producer and employees, agents or Sub-Agents of the Producer with respect to their obligations under this Agreement; (ii) performance or non-performance of Producer’s obligations and responsibilities under this Agreement; and/or (iii) violation of any applicable law, rule, regulation or authority by Producer and employees, agents or Sub-Agents of the Producer (including, but not limited to, violations of HIPAA or other privacy laws). Notwithstanding the foregoing, Producer shall not be liable for any losses to the extent such Losses are caused by the negligence, recklessness or misconduct of HCT.

L. Record Retention. The Parties agree to comply with audit requirements of the Office of Management and Budget (“OMB”) Circular A-144. It is understood that Producer, in providing services pursuant to the terms set forth in this Agreement, shall:

i. Maintain and give the United States Department of Health and Human Services, Centers for Medicare and Medicaid Services (“DHHS”), the

Comptroller General, the DHHS Office of Inspector General, or their designees access to all books, contracts, records, documents, and other evidence related to Producer’s scope of work sufficient to enable the audit, evaluation, and inspection of HCT’s compliance with the HCT Program and its obligations under HCT’s Loan Agreement with DHHS;

ii. Maintain such books, contracts, records, documents and other evidence related to HCT for ten (10) years from the date that HCT makes the final repayment of all principal and accrued interest on its loans under the HCT’s Loan Agreement with DHHS or from the date of completion of any audit, evaluation, or inspections, whichever is later, unless:

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(1) HCT notifies Producer, pursuant to DHHS notice regarding the same, that there is a special need to retain a particular record or group of records for a longer period; or

(2) There has been a termination, dispute, or allegation of fraud or similar fault by HCT or Producer, in which case, upon notice by the HCT to Producer, Producer must retain records for an additional six (6) years from the date of any resulting final resolution of the termination, dispute, or allegation of fraud or similar fault.

M. Access to Records. It is understood that Producer, in providing services pursuant to the terms set forth in this Agreement, agrees that:

i. DHHS, the Comptroller General, the DHHS Office of Inspector General or their designees have the right to audit, inspect, evaluate, examine and make excerpts, transcripts, and copies of any books, records, documents, and other evidence related to its scope of work that pertain to: (i) HCT’s compliance with HCT Program requirements; and (ii) the ability of HCT to repay loan funds to DHHS; and

ii. On mutually agreed to dates and times, HCT may inspect all documents, records, reports, books, files, procedures and other material related to this Agreement.

N. Accounting. HCT shall have the right to inspect and copy (at its own expense), and the Producer shall make available at its primary offices for such purposes, all records reflecting business placed with HCT of the Producer, or its Sub-Agents, including the hierarchy of agents and the policies written by such hierarchy, which arose, directly or indirectly, from the efforts of the Producer. Such inspection shall be granted within thirty (30) days of written request by HCT for same and shall be conducted during normal business hours. The above shall not be requested by HCT more frequently than once per year.

The Producer hereby acknowledges that Producer has been provided the opportunity to read and review this Agreement in its entirety and consult with independent counsel. The Producer also acknowledges and understands that HCT may add to, remove from or amend any section of this Agreement or attachments. The Producer will be held accountable for all new information, rules or regulations.

By Producer's signature below, the Producer acknowledges that Producer has read this Agreement in its entirety, and that Producer fully understands all terms, conditions and responsibilities described herein, and agrees to the same without reservation.

[Signature Page to Follow]

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IN WITNESS WHEREOF, HCT and the Producer have executed this Agreement as of the date first written above.

PRODUCER

______________________________ Producer's Printed Name ______________________________ Producer's Signature ______________________________ Date

GUARANTEE BY OFFICERS OR PARTNERS

NOTE: COMPLETE THIS SECTION IN ADDITION TO THE SIGNATURE LINE ABOVE IF YOU ARE APPLYING AS AN ENTITY.

If the Producer is a corporation or partnership, each of the undersigned, in consideration of the entity executing this Agreement, represents that the officers, directors, principal stockholders or partners of the entity, with the percentages of interest in the total ownership of the entity as set forth below, are true and correct representations, and does hereby personally and severally guarantee the performance of all terms, as well as the liability and responsibility for any default in such terms, conditions, covenants, and/or amendments.

Signature

Print Name Title % Interest

Signature

Print Name Title % Interest

Signature Print Name Title % Interest

HEALTHYCT, INC.

______________________________________________________________________________Printed Name Signature Title

CHDS01 824329v1

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EXHIBIT A

HCT Business Associate Agreement

This Business Associate Agreement (“Agreement”) is made and entered into this __ day of ______

(“Effective Date”), 2013 by and between HealthyCT, Inc. (“Covered Entity”), a COOP health insurance

company, whose business address is 35 Thorpe Ave., Suite 104, Wallingford, CT 06492 and

______________ (“Business Associate”), whose business address is _________________________

and shall supersede any and all prior Business Associate Agreements between Covered Entity and

Business Associate.

1. Definitions. Terms used, but not otherwise defined, in this Agreement shall have the same

meaning as those terms in the HIPAA Rules (as defined below).

a. Breach. “Breach,” as defined, and subject to the exceptions set forth, in 45 CFR

164.402, shall mean the acquisition, access, Use or Disclosure of Protected Health

Information in a manner not permitted by the Privacy Rule that compromises the

security or privacy of the Protected Health Information.

b. Business Associate. “Business Associate” shall generally have the same meaning as

the term “business associate” at 45 CFR 160.103.

c. Covered Entity. “Covered Entity” shall generally have the same meaning as the term

“covered entity” at 45 CFR 160.103, and in reference to the party to this agreement,

shall mean HealthyCT, Inc.

d. HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and

Enforcement Rules at 45 CFR Parts 160 and 164, as such rules may be amended from

time to time, including without limitation the additional privacy and security requirements

provided in the Health Information Technology for Economic and Clinical Health Act

(“HITECH”) contained within the American Reinvestment and Recovery Act of 2009.

e. HITECH BA Provisions. “HITECH BA Provisions” shall mean those provisions of

HITECH imposing requirements on business associates with respect to privacy,

security and breach notification, plus any regulations adopted by the Secretary to

implement the HITECH Act business associate provisions.

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f. Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR 160.103

and shall include a person who qualifies as a personal representative in accordance with 45 CFR

164.502(g).

g. Protected Health Information. “Protected Health Information” shall have the same meaning

as the term “protected health information” in 45 CFR 160.103, limited to the information

created or received by Business Associate from or on behalf of Covered Entity.

h. Required by Law. “Required by Law” shall have the same meaning as the term

“required by law” in 45 CFR 164.103.

i. Secretary. “Secretary” shall mean the Secretary of the Department of Health and

Human Services or his or her designee.

2. Obligations and Activities of Business Associate.

Business Associate agrees to:

(a) Not Use or Disclose Protected Health Information other than as permitted or required by the

Agreement or as Required by Law;

(b) Use appropriate safeguards, and comply with the HIPAA Rules including, but not limited to, Subpart C

of 45 CFR Part 164, with respect to electronic Protected Health Information, to prevent Use or

Disclosure of Protected Health Information other than as provided for by the Agreement or as Required

by Law;

(c) Implement administrative, physical and technical safeguards that reasonably and appropriately protect

the confidentiality, integrity and availability of any Protected Health Information that Business Associate

creates, receives, maintains or transmits on behalf of Covered Entity, as provided for in the HIPAA Rules;

(d) Report to Covered Entity, and mitigate, to the extent practicable, any Use or Disclosure of Protected

Health Information not provided for by the Agreement of which it becomes aware, within three (3)

calendar days of becoming aware of such disclosure, including breaches of unsecured Protected Health

Information, and any security incident of which it becomes aware;

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(e) Without unreasonable delay, and in any event no later than fifteen (15) calendar days after discovery,

Business Associate shall provide Covered Entity with the following information regarding any Breach of

unsecured Protected Health Information: the identification of all Individuals whose unsecured Protected

Health Information is reasonably believed by Business Associate to have been Breached along with any

other available information that is required to be included in the notification to the Individual, HHS and/or

the media, all in accordance with the data breach notification requirements set forth in 42 USC Section

17932 and 45 CFR Parts 160 & 164 subparts A, D, & E. At the option of Covered Entity, Business

Associate shall make any required notification(s) in accordance with a process satisfactory to Covered

Entity. If Covered Entity elects to make the notification(s), Business Associate shall reimburse Covered

Entity for the cost of any notification(s) required as a result of a Breach by Business Associate.

(f) In accordance with the HIPAA Rules including, but not limited to , 45 CFR 164.502(1)(ii) and

164.308(b)(2), if applicable, ensure that any agent of the Business Associate, including subcontractors

that create, receive, maintain, or transmit Protected Health Information on behalf of the Business

Associate, agree to the same restrictions, conditions, and requirements that apply to the Business

Associate with respect to such information including without limitation the obligation to immediately

notify Business Associate of any Breach of Protected Health Information;

(g) Provide access, at the request of Covered Entity and during normal business hours, 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 the HIPAA Rules including, but not limited to, 45 CFR 164.524,

provided that Covered Entity delivers to Business Associate a written notice at least five (5) business days

in advance of the requested date for such access. This provision does not apply if neither the Business

Associate nor its employees, subcontractors and agents have Protected Health Information in a designated

record set of Covered Entity;

(h) Make any amendment(s) to Protected Health Information in a designated record set that the Covered

Entity directs or agrees to pursuant to the HIPAA Rules including, but not limited to, 45 CFR 164.526, at

the request of Covered Entity or an Individual. This provision does not apply if neither the Business

Associate nor its employees, subcontractors and agents have Protected Health Information from a

designated record set of Covered Entity;

(i) Maintain necessary and sufficient documentation of disclosures of Protected Health Information as would

be required for Covered Entity to respond to a request by an Individual for an

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accounting of such disclosures, in accordance with the HIPAA Rules including, but not limited to, 45 CFR

164.528. On request of the Covered Entity, Business Associate agrees to provide the Covered Entity

documentation made 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 the

HIPAA Rules including, but not limited to, 45 CFR 164.528. Within fifteen (15) days of receiving a request

from Covered Entity, Business Associate agrees to make available the information necessary for Covered

Entity to make an accounting of disclosures of Protected Health Information about an Individual;

(j) The provisions of the HITECH Act that apply to Business Associates and are required to be incorporated by

reference in a Business Associate Agreement are hereby incorporated into this Agreement, including, without

limitation, 42 USC Sections 17935(b), (c), (d) & (e), and 17936(a) & (b);

(k) Without limiting the foregoing:

a. Pursuant to 42 USC Section 17931(a), the following sections of the Security Rule shall apply to

Business Associate in the same manner as they apply to the Covered Entity: 2.12.1.1 Section

164.308 – Administrative Safeguards;

2.12.1.2 Section 164.310 – Physical Safeguards;

2.12.1.3 Section 164.312 – Technical Safeguards; and

2.12.1.4 Section 164.316 – Policies and procedures and documentation requirements.

b. Pursuant to 42 USC Section 17934(a), Business Associate may Use or Disclose Protected Health

Information that it obtains or creates only if such Use or Disclosure, respectively, is in compliance with

each applicable requirement of the HIPAA Rules including, but not limited to, Section 164.504(e) of

the Privacy Rule, and the terms of this Agreement;

c. Pursuant to 42 USC Sections 17931(b), 17934(b) & 17934(c), Section 164.504(e)(1)(ii) of the Privacy

Rule shall apply to Business Associate with respect to compliance with such subsection, in the same

manner that such section applies to Covered Entity, with respect to compliance with the standards in

sections 164.502(e) and 164.504(e) of the Privacy Rule, except that in applying such Section

164.504(e)(1)(ii) each reference to Business Associate, with respect to a contract, shall be treated as a

reference to the Covered Entity involved in such contract. To the extent necessary to achieve the

purposes of the foregoing, Business Associate shall have the right to terminate this Agreement if

Covered Entity is in material breach or violation of this Agreement and fails to cure such breach or

violation.

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d. 42 USC Sections 17931(b) & 17934(c) each apply to Business Associate with respect to its

status as a Business Associate to the extent set forth in each such section

(l) To the extent the Business Associate is to carry out one or more of Covered Entity’s obligation(s)

under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the

Covered Entity in the performance of such obligation(s);

(m) Unless otherwise protected or prohibited from discovery or disclosure by law, Business

Associate agrees to make internal practices, books, and records, including polic ies and

procedures, relating to the Use or 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 for purposes of the Secretary determining

Covered Entity’s compliance with the Privacy Rule. Business Associate shall have a

reasonable time within which to comply with requests for such access and in no case shall

access be required in less than five (5) business days after Business Associate’s receipt

of such request, unless otherwise designated by the Secretary; and

(n) Except as provided for in this Agreement, in the event Business Associate receives an

access, amendment, accounting of disclosure, or similar request directly from an Individual,

Business Associate will redirect the Individual to the Covered Entity.

3. Permitted Uses and Disclosures by Business Associate.

(a) Except as otherwise limited by this Agreement, Business Associate may make any Uses or

Disclosures of Protected Health Information necessary to perform its services to Covered

Entity and otherwise meet its obligations under this Agreement, if such Use or Disclosure

would not violate any HIPAA Rule if done by Covered Entity. All other Uses or Disclosures

by Business Associate not authorized by this Agreement or by specific instruction of

Covered Entity are prohibited.

(b) Business Associate may Use or Disclose Protected Health Information as Required by Law.

(c) Business Associate agrees to make Uses and Disclosures and requests for Protected

Health Information consistent with Covered Entity’s Minimum Necessary policies and

procedures.

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(d) 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, provided (i) the disclosures are Required by Law, or Business

Associate obtains reasonable assurances from the person to whom the information is

Disclosed that the information will remain confidential and Used or further Disclosed only

as Required by Law or for the lawful purposes for which it was Disclosed to the person,

and (ii) the person notifies Business Associate of any instances of which it is aware in

which the confidentiality of the information has been breached.

(e) Except as otherwise permitted by the HIPAA Rules, when using or disclosing Protected Health

Information or requesting or responding to a request for Protected Health Information, Business

Associate must limit such Protected Health Information, to the extent practicable, to a Limited

Data Set, or if more information than a Limited Data Set is required, to the minimum necessary to

accomplish the intended purpose of such Use, Disclosure, or request.

(f) Except as otherwise specifically permitted by the HIPAA Rules, Business Associate agrees that

it will not directly or indirectly receive remuneration in exchange for any Protected Health

Information unless Covered Entity has obtained from an Individual a valid authorization that

includes a specification of whether the Protected Health Information can be further exchanged

for remuneration by the entity receiving the Protected Health Information of the Individual.

(g) Except as otherwise specifically permitted by the HIPAA Rules, Business Associate agrees

that it will not Use or Disclose Protected Health Information in connection with any

fundraising and/or marketing communication unless Covered Entity has obtained a valid

authorization from each Individual who will be a recipient of any such communication

(h) Business Associate may provide data aggregation services relating to the health care

operations of the Covered Entity.

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

Restrictions.

(a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy

practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect

Business Associate’s Use or Disclosure of Protected Health Information.

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(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission

by an Individual to Use or Disclose his or her Protected Health Information, to the extent that

such changes may affect Business Associate’s Use or Disclosure of Protected Health

Information.

(c) Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of

Protected Health Information that Covered Entity has agreed to or is required to abide by under

45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or

Disclosure of Protected Health Information.

5. Term and Termination.

(a) Term. This Agreement shall be effective as of the Effective Date, 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 subsection (c)

below.

(b) Termination for Cause. Upon Covered Entity’s knowledge of a material breach by

Business Associate, Covered Entity may either provide an opportunity to cure the breach

or immediately terminate this Agreement and, at its option, any underlying agreement

between the parties. If neither termination nor cure is feasible, Covered Entity shall report

the violation to the Secretary.

(c) Upon termination of this Agreement for any reason, Business Associate shall retain no

copies of the Protected Health Information. In the event that Business Associate

reasonably determines that returning or destroying the Protected Health Information is

infeasible, Business Associate shall provide to Covered Entity, within ten (10) busi ness

days, notification of the conditions that make return or destruction infeasible. Upon mutual

agreement of the parties that return or destruction of the 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.

(d) Survival. The obligations of Business Associate under this Section shall survive the termination

of this Agreement.

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6. Miscellaneous.

(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules 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 compliance with requirements of the HIPAA Rules and any

other applicable law.

(c) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with

the HIPAA Rules.

(d) This Agreement is not intended to and does not create a private cause of action by any

individual, other than the parties to this Agreement, as a result of any claim arising out of the

breach of this Agreement, the HIPAA Rules or other state or federal law or regulation relating to

privacy or confidentiality.

(e) In the event that any law or regulation is enacted or promulgated regarding the protection of

health information that is in any way inconsistent with the terms of this Agreement or that

interferes with Covered Entity’s obligations with respect to the protection of health

information so as to warrant a modification to this Agreement or in the event any HIPAA

Rule is amended or modified, Covered Entity shall have the right to amend this Agreement

so as to bring it into compliance with any such change by providing notice thereof to

Business Associate but without having to obtain Business Associate’s consent thereto.

Except as set forth in this Section 6(e) and Section 6(f) below, this Agreement shall only be

amended or modified upon written consent of the parties.

(f) The parties acknowledge and agree that additional regulations and guidance under HITECH,

including without limitation guidance to be issued by the Department of Health and Human

Services as to what constitutes the Minimum Necessary with respect to Use and Disclosure

of Protected Health Information, as well as amendments to existing regulations to assure

consistency with HITECH, will be forthcoming. Business Associate agrees to comply with

all such additional guidance and regulations, which shall be automatically incorporated

herein, without Covered Entity having to provide notice thereof to Business Associate.

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(g) Where any applicable provision of Connecticut law relates to the privacy of health information

and is not preempted by HIPAA, as determined by application of the HIPAA Rules, the parties

shall comply with the applicable provisions of Connecticut law.

(h) If any provision of this Agreement shall be declared invalid or illegal for any reason

whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and

provisions of this Agreement shall remain in full force and effect in the same manner as i f

the invalid or illegal provision had not been contained herein, and such invalid,

unenforceable or illegal provision shall be valid, enforceable and legal to the maximum

extent permitted by law.

(i) This Business Associate Agreement shall be interpreted, construed and governed according to

federal law and the laws of the State of Connecticut. The parties agree that venue shall lie in

federal and state courts in Connecticut, without regard to its conflicts of law principles,

regarding any and all disputes arising from this Agreement.

(j) Without limitation to any additional indemnification obligation that Business Associate may

have under any underlying agreement between the parties, Business Associate shall

indemnify, hold harmless and defend Covered Entity from and against any and all claims,

losses, liabilities, costs and other expenses (including without limitation any expenses

incurred by Covered Entity in providing required breach notifications) resulting from, or

relating to, the acts or omissions of Business Associate, its employees, agents, and

Business Associates, in connection with any Use or Disclosure of Protected Health

Information in violation of the HIPAA Rules, including without limitation any Breach of

Protected Health Information.

(k) The parties hereto understand and agree that the terms of this Business Associate

Agreement are reasonable and necessary to protect the interests of Covered Entity and the

Business Associate. The parties further agree that Covered Entity would suffer irreparable

harm if the Business Associate breached this Agreement. Thus, in addition to any other

rights or remedies, all of which shall be deemed cumulative, Covered Entity shall be

entitled to obtain injunctive relief to enforce the terms of this Agreement.

(l) The parties acknowledge and agree that Business Associate shall be an independent contractor

and not an agent of Covered Entity.

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7. Counterparts. This Agreement may be executed in any number of counterparts, each of which

shall be deemed an original, but all of which together shall constitute one original

Agreement. Facsimile and electronic signatures shall be accepted and enforceable in lieu of

original signatures.

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APPROVED AND ACCEPTED BY:

Business Associate Date Title ___________________________ __________ Healthy CT, Inc. Date

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EXHIBIT B

Producer Information

Producer Name: Producer/Agency ID (License No): Producer Address: _____________________________________________ Producer Phone: Producer Fax:

CHDS01 854806v1