Thrivent Sales Agent Appointment Checklist · A. “Agency” is a person, partnership, company, or...

LeClair Group serves as the Brokerage Service Center connecting Thrivent

Representatives and Blue Cross Blue Shield of MN. To become appointed as a Thrivent

Financial Representative with BCBS of MN please follow the checklist outlined below.

Thrivent Sales Agent Appointment Checklist

We must have all of the following materials to process your application for appointment with BCBS. SOLICITATION IS PROHIBITED UNTIL WRITTEN CONFIRMATION OF YOUR APPOINTMENT IS IN YOUR PERSONAL POSSESSION. If you wish to sell Medicare related products, a certification class from the carrier is also required.

_____ Agent Agreement – Complete pages 1-22, sign and date.

_____ Agent Application. Both forms must be completed entirely, signed & dated.

_____ Copy of your current MN Life license, Assignment of Commissions form and W9.

_____ $138.50 Administrative fee for application processing and background profile report. Check must be made payable to Blue Cross and Blue Shield of Minnesota.

Return completed documents and fee to: LeClair Group

Licensing and Contracting 6701 Upper Afton Rd.

St. Paul, MN 55125 Scanned documents can be emailed to [email protected]

Please mail your physical check for $138.50 appointment fee to LeClair Group

If you have questions, please contact LeClair Group’s Sales Desk at Thrivent’s dedicated Toll Free line 877-706-5807

Thank You! We look forward to working with you.

AGENT AGREEMENT

Contract Version 2014-05 Agent Agreement Page 1 of 15

Agent Agreement

This Agent Agreement, herein called “Agreement,” is made between BCBSM, Inc., dba Blue Cross and Blue Shield of Minnesota, its affiliate HMO Minnesota, dba Blue Plus, its affiliate Comprehensive Care Services, Inc., dba CCStpa and BlueLink TPA, and its subsidiary, MII Life, Incorporated, headquartered in Eagan, Minnesota, hereinafter called “Blue Cross,” and__________________________________________________________________ (Agent) of__________________________________________________________ (business address), ________________________________________ (city), _______________________ (county), _______________ (state), ___________________ (zip code), This Agreement shall be effective ___________ 20____. (Effective Date)

Blue Cross and Agent agree as follows:

I. DEFINITIONS

For purposes of this Agreement and any of its endorsements, schedules, Exhibits, and amendments, the following definitions shall apply.

A. “Agency” is a person, partnership, company, or corporation licensed as an insurance agency with the Minnesota Department of Commerce, through which Agent is either employed by or under contract with, and with whom an Agent is appointed by Blue Cross.

B. “Agency Manager” is a person who is designated by an Agency who oversees the business operations within the Agency, endorses Agent appointments, and determines the placement of business under its Agents.

C. “Agent” is a person with a current life, accident and health license with the Minnesota Department of Commerce, who has been appointed by Blue Cross. “Agent” includes “Contracted Agents”, “Servicing Agents” and “Employee Agents.”

D. “Agent of Record” is the Agent assigned by Blue Cross to either a Group or Subscriber Contract.

E. “Agreement” means the complete agreement between Agent and Blue Cross, including this Agent Agreement, any amendments, Agent Application, and Exhibits.

F. “Applicant” is an individual applying for coverage with Blue Cross.

G. “BCBSA” The Blue Cross and Blue Shield Association is an association of independent Blue Cross and Blue Shield plans.

H. “Call Center” has the definition set forth in Exhibit E.

I. “CMS” is the Centers for Medicare and Medicaid Services, as described in detail at www.cms.gov.

J. “Contract Premiums” means money paid by or on behalf of Subscribers or Groups to Blue Cross for Contracts issued to the Subscribers or Groups.

Blue Cross and Blue Shield of Minnesota

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K. “Contract” is the legal document issued by Blue Cross to Subscribers and Groups to explain the terms and conditions of the coverage to be provided. Contract includes a Service Agreement between Blue Cross and an entity sponsoring a self-insured health plan.

L. “Contracted Agent” is an independent Agent who is affiliated by contract with an Agency but is not an employee of the Agency.

M. “Customer” is a representative of a Group applying for coverage with Blue Cross.

N. “Dedicated Application” is a software application which is dedicated to performing specific functionality, such as healthcare plan related services, which is installed and runs on a personal computer, tablet computer, smart-phone, cable-television system, game system, kiosk, or other similar platform.

O. “Delta Dental” is Delta Dental Plan of Minnesota; a Minnesota nonprofit health service corporation organized under Minnesota Statutes Chapter 62C. Delta Dental provides dental benefits Products in a cooperative marketing relationship with Blue Cross. Delta Dental may issue Product-specific guidelines that Agent shall follow.

P. “DHS” is the Minnesota Department of Human Services, a state government agency.

Q. “DOC” is the Minnesota Department of Commerce, a state government agency.

R. “eBroker” has the definition set forth in Exhibit E.

S. “Employee Agent” is an Agent who is an employee of the Agency.

T. “Enrollment” is the Sales Phase in which the Customer or Applicant applies for a contract to a specific plan, at a specific price, for a specific period of time. Enrollment also includes Renewal, which is effectively re-Enrollment into the current plan for an additional period of time.

U. “General Agency (GA)” has the definition set forth in Exhibit E.

V. “Group” is a business or other entity formed for purposes other than purchasing insurance, and is eligible for Group coverage.

W. “Individual” is a person who is shopping for health and or ancillary insurance.

X. “In-Person” refers to sales activities undertaken in a personal face-to-face interaction between the Agent and customer, in a traditional insurance agent walk-in office. “In-Person” also includes ongoing normal business one-to-one interactions via electronic means between Agent and customer.

Y. “Inactive Agent” is an Agent formerly appointed by Blue Cross who has been terminated or is no longer appointed.

Z. “Kiosk” has the definition set forth in Exhibit E.

AA. “MNsure” is an online health plan marketplace operated by the State of Minnesota.

BB. “Navigator” has the definition set forth in Exhibit C.


AGENT AGREEMENT


CC. “New Business” or “New Health Contracts” means Subscriber or Group Contracts which are new to Blue Cross. A Contract is new to Blue Cross if:

The Subscriber or Group has no prior coverage with Blue Cross; or A prior Contract has lapsed, been canceled, or expired for at least a period of one

month. Former Group members purchase an individual contract, whether or not a Group

disbands.

“New Business” or “New Health Contracts” does not include:

Contracts added to an existing group after the initial effective or renewal date; or Contracts acquired through Agent of Record changes.

DD. “Offshore” or “Offshoring” has the definition set forth in Exhibit B.

EE. “OHIM” (Online Health Insurance Marketplace) commonly referred to as an “exchange”, is an online marketplace where individuals and businesses may compare, choose, or buy health insurance, as well as enroll in public programs, in accordance with the Patient Protection and Affordable Care Act.

FF. “PHI” (Protected Health Information) means individually identifiable health information of an Applicant or Subscriber, whether it is transmitted by or maintained in electronic media, or transmitted or maintained in any other form or medium. PHI includes "Electronic Protected Health Information" (EPHI). For purposes of this Agreement, individually identifiable health information has the meaning set out in 45 Code of Federal Regulations 160.103.

GG. “Pre-Sales” means activities undertaken prior to completing a sale during which information is provided to assist the Applicant or Customer with Product selection.

HH. “Probationary Period” is the period of time during which an Agency is under performance review by Blue Cross to determine if the Agency is meeting Blue Cross' minimum production requirements as set forth in Exhibit F.

II. “Product” is a specific benefit, service, or combination of benefits provided by Blue Cross. Blue Cross retains the sole right to Product design. Blue Cross approves which Product(s) an Agency and its Agents are approved to sell on Blue Cross’ behalf.

JJ. “Private Exchange” is a type of online marketplace operated by a business.

KK. “Renewal Business” is all Contracts other than New Business.

LL. “Retail Store Agency” has the definition set forth in Exhibit E.

MM. “Sales Phase” means activities undertaken by the Agency and its Agents to complete the sale of a service or Product.

NN. “Service Fees” means money paid to the Agency by Blue Cross as consideration for services rendered in assisting Individual or Group Accounts written by the Agency/Agent in the enrollment, servicing, and renewal of Products.

OO. “Service Location” is the place where an Agency’s and/or its Agents’ services originate throughout the duration of their sales and/or support activities. Agents and/or electronic information services which originate offshore must comply with requirements set forth in Exhibit B.


AGENT AGREEMENT


PP. “Service Staff” are Agency staff who are not licensed Agents but may be engaged in the business of insurance by assisting customers with questions about their coverage and who have access to Protected Health Information.

QQ. “Servicing Agent” is a licensed appointed Agent who provides services to Agency’s clients but does not actively sell Blue Cross Products.

RR. “SME” is the Subject Matter Expert, who may be utilized as part of an Agency’s training program.

SS. “Subscriber” is the person who is covered with or without dependents under a Contract.

TT. “USAble” is USAble Life Insurance Company, an Arkansas insurer licensed in Minnesota and nation-wide providing life and disability insurance Products.

II. BLUE CROSS RESPONSIBILITIES

A. Appointment and Authority

1. Authorization. Blue Cross authorizes Agents to solicit applications and forward them along with initial Contract Premiums to Blue Cross for acceptance or rejection. Blue Cross will furnish Agents with its prescribed rules for eligibility of Applicants and the general transaction of Blue Cross business. Any changes, alterations, or amendments shall be promptly communicated to Agents.

2. Conditions of Appointment. Based on information contained in the Agent Application, Blue Cross will appoint Agents for (1) Blue Cross and Blue Shield of Minnesota, (2) Blue Plus, and (3) MII Life, Incorporated with the Department of Commerce. Appointment is subject to Agent maintaining adequate errors and omissions (E&O) coverage. Blue Cross may refuse appointment, place an Agent on probation, or terminate the appointment of any Agent according to the terms described herein. No Agent may solicit Contracts until the Agency/Agent has received written confirmation from Blue Cross of the Agent's appointment. Agent agrees to provide Blue Cross an updated Agent Application upon request and acknowledges the continuing need to meet requirements of a background check.

3. USAble. Under a marketing agreement between USAble and Blue Cross, USAble will appoint as its Agents all Agents appointed by Blue Cross. USAble may issue product-specific guidelines that supersede this Agreement. USAble is solely responsible for its products and services. Agent agrees to look solely to USAble for relief for all claims arising out of or in connection with USAble’s products and services.

4. Delta Dental. Under a marketing agreement between Delta Dental and Blue Cross, Delta Dental will allow Blue Cross Agents to sell Delta Dental products according to Delta Dental product guidelines. Delta Dental is solely responsible for its products and services. Agent agrees to look solely to Delta Dental for relief for all claims arising out of or in connection with Delta Dental’s products and services.

B. Exhibits

1. Part of Agreement. This Agreement includes Exhibits, which are subject to change upon 30 days’ notice to Agent. Exhibits may also be posted on the Agent web portal, which is currently named “Blue Edge,” in lieu of providing written Exhibits. The Agent web portal name and location are subject to change. Agent will be notified of any such changes. Notwithstanding the forgoing, Blue Cross reserves the


AGENT AGREEMENT


right to change Exhibits with less than 30 days’ notice if necessary to comply with state or federal law, regulations, or sub-regulatory guidance.

2. Notices. Notices for purposes of this Paragraph will be provided via written or electronic communication, at Blue Cross’ sole discretion.

C. Service Fees

1. Payment to Agency. Blue Cross pays Service Fees to the Agency as described in the Agency Agreement between Blue Cross and the Agency. Any adjustments to payments are made between Blue Cross and the Agency.

Agents shall have no claim whatsoever against Blue Cross for Service Fees or otherwise.

Service Fees may not be assigned.

Blue Cross will provide Agency a monthly statement of account and a remittance for any Service Fees payable to the address on file at Blue Cross no later than the 15th day of the month. All calculations will be based on Blue Cross records as they are reconciled.

The amount of Service Fees which have been negotiated between a Group and Agency will be paid as directed by the Group.

2. Timing and Reconciliation. Payment of all Service Fees is subject to Agency’s continued contract in good standing with Blue Cross, Agents’ continued appointment by Blue Cross, and the requirement that Agency, through its Agent, be retained as the Agent of Record by the Subscriber or Group. During the term of this Agreement, Blue Cross will pay Service Fees monthly to the Agency for Contracts issued and for which the Contract Premium has been paid and reconciled to the account of the Group or Subscriber. For purposes of this Agreement, Service Fees for sales under a prior agreement between Blue Cross and Agency shall be made under the terms of this Agreement. Blue Cross is not responsible for payment of any other expense incurred by Agency or its Agents.

3. Service Fees upon Termination of Agreement. Blue Cross payment of Service Fees to Agency, following termination of this Agreement, is described in Section VI of this Agreement.

4. Repayment. If Blue Cross refunds any Contract Premiums for any reason either before or after termination of this Agreement, Agency shall repay to Blue Cross on demand all related Service Fees and Referral Fees previously allowed and paid. This obligation shall survive termination of this Agreement.

5. Offsets. Blue Cross may offset any amounts owed by Agency to Blue Cross against any Service Fees due to Agency under this or any prior Agreement with Blue Cross. If an error in payment of Service Fees is caused by Blue Cross, Agency and Blue Cross may negotiate a mutually agreeable payment schedule to resolve the payment error.

6. Errors and Adjustments. The statement of account and associated remittance is presumed to be correct unless Agent or Agency notifies Blue Cross of any objection within 12 months of receipt, or Blue Cross notifies Agent or Agency of an error it has discovered. In the event of an error by Agency, liability of Agency or Blue Cross resulting from such error shall be limited to 12 months of reconciled billing. If the error has been caused by Blue Cross, any adjustment resulting from the error shall be limited to an adjustment of Service Fees up to 12 months from the date


AGENT AGREEMENT


either Party is notified of the error. Neither Party shall be subject to penalties or interest. An error that is the result of intentional or grossly negligent conduct of the Agent or Agency is not subject to a time limitation.

III. AGENT RESPONSIBILITIES

It is the Agent’s responsibility to understand and comply with all applicable provisions of this Agreement, as well as to promptly notify Blue Cross of any changes. Agent agrees to provide client service, renewals, ongoing suitability evaluation, and other services indicated below to Groups or Subscribers.

A. Appointment and Authority

1. Assignment. This Agreement may not be transferred or assigned in whole or in part by Agent.

2. Relationship of Parties. The relationship between Blue Cross and the Agent created by this Agreement is that of independent contractors. No provision of this Agreement shall be construed to create the relationship of employer and employee between Blue Cross and the Agent.

3. Contact Information. Agent agrees to notify Blue Cross of any changes in Agents’ contact information, including name, tax identification numbers, telephone numbers, and street, post office box, email, or web site addresses within 30 days of the change.

4. Electronic Communication. Agent agrees to maintain email accounts in such a way as to be able to reliably receive electronic communications from Blue Cross. An electronic communication sent by Blue Cross that Agent is unable to receive due to Agent’s email configuration blocking or otherwise inhibiting receipt of Blue Cross communication shall be deemed received by Agent on the date Blue Cross sent the electronic communication.

5. Agent Records. Agent will allow Blue Cross to access its books and records that relate to Applicants, Subscribers, and Groups. Agent will provide copies to Blue Cross upon request. Blue Cross shall have the right to a copy of all records relating to Applicants, Subscribers and Groups upon termination of this Agreement for any reason.

6. Record Retention. Agent agrees to maintain all records that relate to this Agreement for eleven (11) years and to produce such records upon request. See Exhibit A, Section I.M.

7. Licensure and Insurance. Agent will maintain any applicable insurance license with the Minnesota Department of Commerce and pay any license fees or taxes required by law, and otherwise comply with all applicable laws, regulations and ethical business practices, including the Blue Cross Agent Code of Conduct. Agent agrees to comply with requirements for errors and omissions insurance as outlined in Exhibit G.

8. Training. Agent is responsible for seeking and receiving training from the Agency on Blue Cross products, suitability of coverage, underwriting guidelines, and new sales and renewal procedures. If Agent is unable to gain access to training through the Agency the Agent agrees to promptly notify Blue Cross.

9. Confidentiality. Agent agrees to safeguard, maintain, and preserve, for the period of this Agreement and for two years after its termination or nonrenewal, the confidentiality of any proprietary Blue Cross information, including, without


AGENT AGREEMENT


limitation, the Blue Cross Service Fee Schedules, Exhibits and minimum health production requirements. Agent’s obligation to protect the privacy of the Protected Health Information it created or received for or from Blue Cross will be continuous and survive termination of this Agreement for any reason.

10. Compliance. Agent agrees to comply with applicable federal and state statutes or regulations, and sub-regulatory guidance, including but not limited to suitability of coverage requirements. Agent acknowledges that compliance with suitability requirements is particularly important in the sale of Medicare-related coverage, all high-deductible health plans, all individual Products, and all sales where an individual may be eligible for tax credits and cost sharing reductions through MNsure.

11. Fiduciary Responsibility. Agent acts in a fiduciary capacity with respect to all Blue Cross funds collected.

12. Fee Disclosure. Agent agrees to disclose that Blue Cross pays Service Fees and certain other for services provided to Groups, Subscribers, and prospects. Blue Cross reserves the right to require disclosure of payment amounts in certain cases.

13. Service Cooperatives. Agent agrees to work cooperatively with the Regional Service Cooperatives and Blue Cross on any existing or prospective Service Cooperative business with Blue Cross. This includes supporting the practices and underwriting procedures established by Blue Cross for Service Cooperative business. Agent will be responsible for communicating with Blue Cross and the Regional Service Cooperatives effectively on all matters related to this business.

14. Succession Planning. Agent agrees to develop and maintain a succession plan.

15. Limitation on Authority. Agent acknowledges that the final approval or denial of all Applicants is at the sole discretion of Blue Cross. Agent is not authorized to bind coverage for any Applicant unless specifically allowed to do so for specific Products. Agents have no authority to extend time for payment of Contract Premiums, to waive or extend any requirement of any application or Contract issued by Blue Cross, or to incur any liability on behalf of Blue Cross. Agent agrees to comply with Blue Cross' prescribed rules for eligibility of Applicants and the general transaction of Blue Cross business.

16. Agreement with Agency. Agent agrees to cooperate with Agency to establish a written agreement with Agency specifically stating the rights of both parties with regard to ownership of business (accounts) placed with the Agency by the Agent and the rights of each party in the event of termination of their agreement. Assignment of account ownership is used in determining Agent of Record for account buyouts. The written agreement must be signed by the Agent and the Agency Manager. Agent agrees to submit such agreements to Blue Cross upon request. This Agent/Agency agreement must be in compliance with the Agent’s agreement with Blue Cross and the Agency’s agreement with Blue Cross.

17. Agent Business Plan. Agent agrees to work with Agency to establish a business plan for selling Blue Cross Products.

B. Advertising and Sales Participation

1. Advertising Guidelines. Agent agrees to abide by all requirements and limitations set forth in the “Blue Cross Advertising Guidelines”, published periodically by Blue Cross and available on Blue Edge, and the following requirements:


AGENT AGREEMENT


a. All materials containing any Blue Cross symbols, service marks, trademarks, Products, or trade names shall not be published, printed, distributed, or used in any way by Agent until Blue Cross’ Channel Relations department or Blue Cross’ Government Programs Sales Oversight Department for Medicare-related business issues written approval.

Items requiring prior approval include, but are not limited to: i. Print ads ii. Special interest publications iii. Radio and television ads iv. Billboards v. Web sites and web site ads vi. Mobile apps and mobile ads vii. Social media presence and social media ads viii. Business cards and stationery ix. Direct mail to prospective clients x. Use of the Blue Cross corporate name in telephone greetings

b. Agent may participate in advertising campaigns on a joint basis with Blue Cross where it is deemed appropriate by Blue Cross. The cost of such joint campaigns may be shared through a cooperative arrangement that is made available and approved by Blue Cross, according to guidelines published by Blue Cross.

c. Agent must follow Blue Cross’ common rules for advertising in telephone books throughout Minnesota. Agent may be listed under the Blue Cross corporate signature and logo in a manner specified by Blue Cross.

d. Advertisements will be placed in the yellow pages chosen by Blue Cross. When an Agent advertises with the Blue Cross logo, they shall be required to pay for a single line listing under the Blue Cross logo in the directory(s) serving the geographic area(s) in which the Agent solicits business on behalf of Blue Cross.

e. Agent may utilize Social Media but must abide by the Social Media guidelines set forth in the “Blue Cross Advertising Guidelines” published periodically by Blue Cross and available on Blue Edge.

f. If the Agent wishes to sell Blue Cross health plans on an Online Health Insurance Marketplace that permits Blue Cross to sell health plan products, then in addition to Blue Cross advertising guidelines referenced above (available on Blue Edge), the Agent must also abide by the OHIM’s advertising regulations and all federal and state regulations pertaining to advertising with an OHIM.

2. Sales Participation. Agent agrees that Blue Cross shall have the right to participate in any and all sales site presentations and other sales activities.

C. Blue Cross Service Area. Agents are prohibited from soliciting applications for Blue Cross personally, by correspondence, or by any other manner in any area where the Agent is not duly licensed and appointed and where Blue Cross is not duly licensed. Agent will follow all applicable regulations regarding solicitation of Products.

D. Code of Conduct

1. Agent agrees to comply with the Blue Cross Agent Code of Conduct to ensure that Blue Cross business is conducted in a lawful and ethical manner. Agent agrees to


AGENT AGREEMENT


communicate the Agent Code of Conduct to its Service Staff. Blue Cross has the right to require Agent's compliance with the Agent Code of Conduct.

2. Failure by Agent to comply with the Blue Cross Agent Code of Conduct can result in Probation or Termination of Agency or its Agents, as determined by Blue Cross, at its sole discretion.

3. Agent agrees to promptly forward information to Blue Cross concerning its Agents’ and other staff’s involvement in criminal activity, regulatory proceedings, or other such activity.

4. The Agent Code of Conduct can be referenced at bluecrossmn.com in the Agent/Broker section of the web site.

IV. AGENCY ACCOUNTABILITY

A. Agent Appointment. Agents who wish to be appointed under an Agency must complete and submit to Blue Cross the following:

1. Agent Application.

2. Agent Agreement.

3. Copy of current insurance license.

4. Copy of current Errors and Omissions Declaration Page.

5. Appointment fees.

6. Completed background check and related fees if applicable.

7. Written explanation of Agent’s role within the Agency (servicing or active selling).

8. Designation of Employee Agent or Contracted Agent

Blue Cross will perform various Agent screening activities including but not limited to the Health and Human Services Office of Inspector General List of Excluded Individuals/Entities. Blue Cross will review the completed application packet and inform the Agency whether the application is approved, declined, or lacks important information.

B. Background Checks. Agent acknowledges that Blue Cross is subject to federal laws regarding the conduct of its business. Blue Cross will have final authority with respect to an Agent’s appointment.

1. Agent is subject to a background check conducted by its Agency or by Blue Cross, including;

a. Social Security number trace.

b. Federal, state, and county criminal search at least seven years retrospectively.

c. Professional insurance license verification.

d. Search of the U.S. Government’s Restricted Persons listings including:

OFAC’s Specialty Designated and Nationals Blocked Persons List. U.S. Department of Health and Human Services (HHS) Office of

Inspector General List of Excluded Individuals and Entities. GSA/EPLS – Excluded Parties List System.

e. Such other checks as may be required by law.


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C. Non-appointed Agent. If an appointed Agent permits a non-appointed Agent to solicit business for Blue Cross or sign a Blue Cross application, no Service Fees will be paid for the business solicited by the non-appointed Agent. Blue Cross shall have the right to take the following disciplinary action:

1. For the first offense, issue a written letter of warning.

2. For subsequent offenses, terminate the Agent's appointment and/or this Agreement immediately.

Agent agrees to hold Blue Cross harmless from any liability that results from misrepresentation or any other act, error or omission by the non-appointed Agent or unlicensed Agency staff acting as an agent.

D. Issue Differentiation and Resolution. Agent agrees to access Agency and Blue Cross provided tools to triage business concerns as well as questions around eligibility, claims, service, and benefits. Agent agrees to direct its questions around eligibility, claims, service, and benefits to Blue Cross only after exhausting its internal resources, Blue Edge and other Blue Cross-provided explanatory materials.

E. Dedicated Service Staff. Agency and Agents are mutually obligated to be available by phone and in person during regular business hours. This obligation may be met by employing dedicated Service Staff who may also provide support in reviewing applications and answering field questions.

V. PROBATION & SUSPENSION

A. Agent Conduct Probation. Failure by Agent to comply with Blue Cross’ Agent Code of Conduct (Section III.D, above) may result in Blue Cross, at its sole discretion, placing Agent on Probation.

B. Agency Production Probation. Failure to meet Production Requirements (see Exhibit F) may result in the Agency being placed on Probation. The Agency’s probation may impact the Agent. The terms of the Probationary Period will be determined by Blue Cross, at its sole discretion, and communicated to Agency.

C. Agent Medicare Suspension. If an Agent has received 3 corrective action notices from Blue Cross for the Agent’s Medicare related activities, then Blue Cross, at its sole discretion, may place an Agent on Medicare Suspension. While on Medicare Suspension the Agent is not allowed to sell any new Blue Cross Medicare Products. The Medicare Suspension period may last for up to 6 months. Successful completion and exit from Medicare Suspension by the Agent is dependent on the Agent meeting all requirements made by Blue Cross. Failure to meet all Suspension requirements by the end of the Suspension period will result in Termination of the Agent’s right to sell Blue Cross Medicare products and possible Termination of the Agent’s Appointment.

VI. TERM AND TERMINATION

This Agreement begins on the date set forth on the cover page upon acceptance by Blue Cross and remains in effect until terminated by either Party.

A. Termination by Blue Cross

1. Agent Termination Without Cause. Individual Agent appointments may be terminated by Blue Cross at any time for any reason or for no reason without prior notice. If an Agent is the only Blue Cross appointed Agent within an Agency, then Agency Termination “Without Cause” conditions apply.


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2. Agent Termination for Failure to Meet Probation Requirements. If an Agent on probation fails to meet the probationary requirements, the Agent’s appointment will be terminated. If a terminated Agent is the only Blue Cross appointed Agent within an Agency, then Agency termination conditions apply.

3. Agent Termination For Cause. Except as otherwise specified, Blue Cross may terminate this Agreement immediately for cause if Agent at any time:

a. Wrongfully withholds funds belonging to an Applicant, Subscriber or Group, another Agent, or Blue Cross; or

b. Induces any Subscriber or Group to lapse or terminate a Contract without just cause; or

c. Fails to comply with applicable statutes or regulations, including but not limited to suitability of coverage requirements; or

d. Changes ownership or control, or attempts to transfer or assign all or part of this Agreement or Service Fees due hereunder; or

e. Fails to comply with the terms of appointment and authority including background screening requirements as outlined in this Agreement; or

f. Fails to fulfill responsibilities to Blue Cross, including, but not limited to:

i. Using best efforts to solicit applications for Blue Cross, ii. Taking no action to injure Blue Cross or its reputation, iii. Recommending action that is in the best interest of Applicants, Customers,

Subscribers or Groups and iv. Immediately relaying pertinent communication from Blue Cross to Agency,

as applicable; or

g. Has a consistent pattern of rapid disenrolled members from Medicare CMS regulated plans within 90 days of enrollment for reasons other than death or a change of residence; or

h. Has engaged in misrepresentation to access Protected Health Information or has breached any provision of Exhibit A; or

i. Breaches the Business Associate Agreement (Exhibit A) as determined by Blue Cross in its sole discretion and Agent or Agency, as applicable, fails to cure the breach within ten (10) days after receipt of notice.

j. Is convicted of any felony offense.

k. Ceases to do business, or in the case of a sole individual operating an Agency, the death or incapacity of that individual. Blue Cross at its sole discretion will provide the surviving spouse/executor of estate a specified period of time (90 days) to find a Blue Cross Agent or an Agent that can qualify as a Blue Cross Agency to purchase the Blue Cross book of business. If there is no qualified buyer within 90 days of the date of death or incapacity, all accounts will be serviced by Blue Cross. Date of incapacity shall be determined by Blue Cross in its sole discretion; or

l. Fails to provide proof of coverage or maintain a current E&O policy in the amounts required in Exhibit F; or

m. Fails to maintain current licensing for life, accident and health insurance with the Department of Commerce; or


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n. Receives a Minnesota Department of Commerce Enforcement Action and does not respond within 15 days to a Blue Cross request for explanation.

o. Fails to provide Blue Cross notice in accordance with Section I.E. of Exhibit C.

B. Termination by Agency. Agent appointments may be terminated by the Agency. Agency must reassign the Agent’s accounts to an active Agent within 6 months from the date of termination. If the Agency fails to reassign the accounts then the accounts will be serviced by Blue Cross and Service Fees for such accounts will cease 6 months after the Agent’s termination.

C. Termination by Agent. The Agent may terminate this Agreement at any time for any reason or for no reason, by giving written notice. Agency must reassign the Agent’s accounts to an active Agent within 6 months from the date of termination. If the Agency fails to reassign the accounts then the accounts will be serviced by Blue Cross and Service Fees for such accounts will cease 6 months after the Agent’s termination.

D. Consequences of Termination

1. Notice to Subscribers/Groups. In the event this Agreement terminates for any reason, Blue Cross reserves the right to mail or deliver notices and statements to Subscribers or Groups and to service the account.

2. Protected Health Information Upon Termination. Upon termination of this agreement, Agents agrees that all Protected Health Information will be treated as required in Exhibit A, Section IV.

3. Agent of Record Status. Upon termination of this Agreement, Agent's Blue Cross accounts shall be handled in the following manner depending on the Agency's status and reason for termination:

a. If Agent is terminated for cause, the Agent shall immediately cease to be identified as the Agent of Record on any existing Blue Cross accounts and payment of Service Fees shall cease.

b. If Agency is terminated during any Probationary Period or subsequently for failure to meet production requirements, Blue Cross shall at the same time terminate Agent as the Agent of Record on any existing Blue Cross business.

VII. PRIVACY AND SECURITY OF PROTECTED HEALTH INFORMATION

A. Privacy and Security. Agent agrees to abide by Blue Cross Privacy and Security requirements found in Exhibit A.

B. Security and Encryption. Agent agrees to implement information safeguards as described in Exhibit A, Section I.E.

C. CMS Business. To the extent the Centers for Medicare and Medicaid Services (CMS) requires encryption for CMS-regulated business, Agent agrees to use encryption. Agent is responsible for all damages that result from not encrypting EPHI, including, but not limited to, the cost of credit monitoring services.

VIII. MEDICARE COST, MEDICARE ADVANTAGE, MEDICARE PART D PRODUCTS

To the extent the Agent sells these Products, Agent agrees to abide by Blue Cross Medicare Cost, Medicare Advantage, and Medicare Part D requirements found in Exhibit B.


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IX. AGENT OF RECORD

Agency and its Agents agree to abide by Agent of Record processes set forth in Exhibit I.

X. MUTUAL OBLIGATIONS

A. Deviation. If either Party deviates from any provision of this Agreement, even without protest by the other Party, the deviation will not be considered to have changed this Agreement or the rights of either Party in any respect.

B. Entire Agreement. This Agreement, including its Exhibits, any amendments, and the Agent Application represents the entire Agreement between the Parties and supersedes all previous Agreements between Blue Cross and the Agent. The terms and conditions of this Agreement supersede any prior verbal or written communications or conflicting material concerning this Agreement to the extent that such terms are not specifically incorporated by reference into this Agreement, an Exhibit, or into any written amendments thereto. Blue Cross may amend this Agreement in writing and may deliver any amendment by electronic means.

Blue Cross will provide Agent 30 days advance notice of any amendment and 60 days advance notice of implementation of an entirely new Agreement. Shorter notification periods may be necessary to respond to federal or state regulatory changes.

C. Indemnification. Agent agrees to indemnify, defend, and hold Blue Cross harmless from liability, loss, damage, expense, including reasonable attorney’s fees, penalties, fines, demands, causes of action, litigation, decrees, judgments, awards, regulatory directives or actions, expenses and/or associated legal fees which may result from either Party’s failure to act in accordance with this Agreement. This obligation will survive termination of this Agreement.

XI. GENERAL

A. Governing Law. The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Minnesota and, to the extent applicable, the laws of the United States of America.

B. Severability. Any term or provision of this Agreement found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, shall not affect the other terms or provisions of this Agreement.

C. Headings. Section headings are for reference only and shall not be used in construing this Agreement.

D. Investigations and Legal Proceedings

1. Agent shall cooperate fully with Blue Cross in any investigation or proceeding of any regulatory or governmental body, or court of competent jurisdiction including by making its books and records available to such entities for inspection if Blue Cross determines that the investigation or proceeding relates to matters covered by or arising from this Agreement.

2. Agent shall defend any act or alleged act of the Agent, at its own expense. Agent shall reimburse Blue Cross for all costs, expenses, or legal fees that Blue Cross incurs for the defense of any administrative action in which Blue Cross or Agent is named and which is determined by any decision maker to be the consequence of Agent’s unauthorized act.


AGENT AGREEMENT


E. Dispute Resolution. The decisions of Blue Cross management concerning the marketing of its Products, payment of Service Fees, Agent of Record assignments, and the working relationship with the Agency and Agents are binding on Agent. Agent or its Agency may present any complaints to the Blue Cross Executive Leadership, whose decisions will be final. Any dispute that cannot be resolved by the Parties must be submitted to separately maintained mandatory binding arbitration. Agent agrees to abide by the rules governing arbitration stated in Exhibit J.

F. Notices

1. a. Any notice required from Blue Cross under this Agreement shall be deemed given on the day such notice is placed in the United States mail and addressed to the Agent at Agent’s most current address on file.

b. Any notice required from Agent under this Agreement shall be deemed given on the day such notice is placed in the United States mail and addressed to Blue Cross.

2. Notwithstanding the forgoing, notices from Agent required under this Agreement, except notices required under the Data Privacy and Security provisions of Exhibit A, must be provided to Blue Cross and Blue Shield of Minnesota Channel Management Manager, P.O. Box 64560, Route N184, St. Paul, MN 55164-0560. Electronic notices may also be sent to [email protected]

G. Independent Contractor. Agent expressly acknowledges its understanding that this Agreement constitutes a contract between Agent and Blue Cross, that Blue Cross is an independent corporation operating under a license from the BCBSA, permitting Blue Cross to use the Blue Cross and Blue Shield Service Marks in Minnesota, and that Blue Cross is not contracting as the agent of BCBSA. Agent further acknowledges and agrees that it has not entered into this Agreement based upon representation by any person other than Blue Cross and that no person, entity, or organization other than Blue Cross will be held accountable or liable to Agent for any of Blue Cross’ obligations to Agent created under this Agreement. This paragraph will not create any additional obligations whatsoever on the part of Blue Cross other than those obligations created under other provisions of this Agreement.

XII. APPROVED AND NON-APPROVED SERVICES

The Agent agrees that the specific services it may provide are those which are defined in Exhibit E. Agent agrees that any services not expressly approved by Blue Cross in Exhibit E are not allowable services and/or activities for the Agent to be engaged in.

XIII. AUDITING AND COMPLIANCE

Agent agrees that Blue Cross has the right to audit its activities and processes to ensure compliance with federal and state government regulations and compliance with Blue Cross requirements as set forth in the Agreement and Exhibit H.

XIV. OFFSHORING OF AGENCY AND AGENT ACTIVITIES

Agent agrees to comply with requirements specified within Exhibit B.


AGENT AGREEMENT


In witness whereof, this Agreement has been signed by the Parties below. By so signing, each certifies that he or she has full authority to enter into this Agreement.

Agent Name: Please Print

Social Security or Taxpayer Identification Number: Please Print

Authorized Signature: Date:

Blue Cross and Blue Shield of Minnesota Dave Corkum., Senior Vice President Commercial Markets

Authorized Signature: Date: Attachments: EXHIBIT A Data Privacy and Security EXHIBIT B Medicare Products EXHIBIT C Affordable Care Act EXHIBIT D Service Fee Schedules EXHIBIT E Agency Services EXHIBIT F Production Requirements EXHIBIT G Errors and Omissions EXHIBIT H Auditing & Compliance EXHIBIT I Agent of Record EXHIBIT J Arbitration

1. Blue Cross refers to Blue Cross and Blue Shield of Minnesota, its affiliate Blue Plus, CCStpa, and its subsidiary, MII Life, Incorporated.

2. Please complete this form and submit to Blue Cross. Incomplete forms will be returned to the applicant. The applicant must promptly notify Blue Cross of any change(s) in the information contained in this application within 10 days of the change.

3. This application must be accompanied by a readable copy of your current Minnesota insurance agent life, accident and health license and a copy of your current errors and omissions (E&O) policy declaration page.

4. If applicable, fees must be paid by money order or check payable to Blue Cross and Blue Shield of Minnesota. If the application is approved, Blue Cross will submit the appointment fees to the State of Minnesota Department of Commerce. If denied, company appointment fees will be refunded. The Blue Cross administrative fee is nonrefundable.

AGENT INFORMATION Last Name First M.I. Previous Name(s)

Home Street Address Apartment/Unit #

City State ZIP

Date of Birth Social Security Number

AGENT BUSINESS INFORMATION Business Address Suite/Unit #

City State ZIP

Business Email Agent Business Phone Number ( )

Agent Business Fax Number ( )

Website Do you plan to sell Medicare Products? YES NO

Additional languages spoken?

Agent Appointment Status Choose One: Active Selling Agent Servicing Agent I am an employee of the Agency listed below and receive a W2. YES NO OR I am an independent agent and receive a 1099. YES NO If you are an independent Agent, do you currently hold an Agency License with the State of Minnesota? YES NO If yes, please complete the following section, Agent Business License Information. I have attached copies of my Agency License or my Certificate of Assumed Name YES NO

AGENT BUSINESS LICENSE INFORMATION (Refers to the name under which your insurance business is being conducted, not the Agency to which your service fees will be paid)Business Legal Name Tax ID Number

-

Type of Business License? Corporation Partnership Individual Proprietorship Limited Liability Corporation/Partnership

AGENCY INFORMATION (TO BE COMPLETED BY THE AGENCY MANAGER) Agency Name Agency Code

Agency Manager Name Agency Manager Phone Number

Agency Manager Email Phone

Agency Street Address Suite/Unit #

City State Zip

Agent Application

AGENT BACKGROUND

If you answer “YES” to any of the question in this section, you must attach on a separate document, a detailed, written explanation for each response indicated with “YES”. If you answer “YES” to questions D or E, you must ALSO specify the year of plea, conviction or change, court of jurisdiction, case number, type of conviction, and the facts of the offense. YES NO A. Have you ever been licensed as an insurance agent in any state other than Minnesota? If yes, provide a list of

state(s) and the type(s) of licenses.

B. Have you ever been the subject of any inquiry or investigation by any division of the Minnesota Department of Commerce, the insurance licensing authority of any other state, or any such regulatory agency?

C. Have you ever had an insurance, real estate, securities, or other occupational license that has been censured, restricted, suspended, revoked, canceled, or terminated in any state including Minnesota? (Do not include terminations due to noncompliance with continuing education requirements.

D. Have you ever pled guild or no contest to, or been convicted of any criminal offense, including motor vehicle infractions (felony, gross misdemeanor or misdemeanor) in any municipal, county, state or federal court?

E. Have you ever pled guilty or no contest to or been convicted or an insurance clime under 18 United States Code 1033?

F. Are you currently charges with any crime listed in D or E above? G. Have you ever been a defendant in any lawsuit involving claims of fraud, misrepresentation, conversion,

mismanagement of funds, or breach of fiduciary duty?

H. Have you personally, or has any firm, corporation, or association of which you have been a principal of officer, failed in business, made a compromise with creditors, filed a bankruptcy petition, or been declared bankrupt?

I. Does any individual or organization claim that you as an individual, or that any corporation or partnership of which you are or have been a member, are indebted to them for any overdue and unpaid balance arising out of an insurance transaction?

PROVIDE THE FOLLOWING INFORMATION ON AN ATTACHED SHEET:

J. Previous residence addresses for the past seven years.

K. Details of current and past appointments with health companies (name of company, from/to dates) L. Employment history outside the insurance industry within the past seven years, identifying the employer, home office address,

occupation, from/to dates, and indicate if it is okay to contact.

I understand that Blue Cross does not pay service fees directly to agents. After I have become appointed to represent Blue Cross, I may place business for Blue Cross only through the agency named in the application for whom I am designated as an agent, that such agency alone will be accountable to me for my compensation in accordance with the contract or agreement that I have with such agency, and that the agency is not authorized to and cannot bind or obligate Blue Cross for my compensation or for the performance of any contract or agreement the agency has with me.

I understand solicitation of business by anyone who is not appointed to represent Blue Cross is prohibited, and I agree that I will not solicit for Blue Cross until I receive written confirmation of my appointment.

I also agree that I will not sign an individual or group application for coverage on behalf of another agent who is not appointed by Blue Cross, nor will I knowingly permit a nonappointed agent to solicit business on behalf of Blue Cross.

I understand I will not be entitled to service fees or any other benefits for any period prior to my being duly appointed to represent Blue Cross by the Minnesota Department of Commerce.

I understand that I am required to have a written agreement with the agency I write my Blue Cross business through concerning a service fee arrangement and the status of my business in the event the relationship is severed.

I hereby authorize Blue Cross, or its designee, to perform background or credit investigations as may be necessary with regard to this application.

I release from liability any individual, company, institution or agency that provides information I have authorized to be released about me. I also waive my right of privacy and agree to hold Blue Cross and its agent harmless from any liability that may result from this background investigation.

DISCLAIMER AND SIGNATURE

I certify and warrant under penalty of perjury that the information I have given in this agent application is true and correct. I understand that if at any time in the future I am charged, plead guilty or no contest to, or am convicted of any of the insurance crimes under 18 United States Code 1033 or other state or federal felony, I am required to notify the Blue Cross Compliance Officer by certified mail within 10 days of such change, plea, and/or conviction.

Signature of Applicant: Date

Ver. 04082009

COMBINED DISCLOSURE NOTICE AND AUTHORIZATION REGARDING BACKGROUND CONSUMER REPORTS

(Important: Please read carefully before signing.)

DISCLOSURE REGARDING BACKGROUND INVESTIGATION

Blue Cross and Blue Shield of Minnesota (the “Company”) may conduct a background investigation as part of its screening and appointment process. Thus, you may be the subject of a “consumer report” and/or an “investigative consumer report” which may include information about your character, general reputation, personal characteristics, and/or mode of living. These reports may contain information regarding your credit history, credit header data, criminal history, social security verification, motor vehicle records (“driving records”), verification of your education or employment history, or other background checks. The primary objective of any investigation will be to verify information you provided on your application in connection with your application for appointment or continued appointment with the Company. A consumer report and/or an investigative consumer report may be obtained at any time during the application process or during your appointment with the Company, to the extent permitted by law. If you submit a timely written request to our Agency Relations department, we will provide you with the name, address and phone number of the consumer-reporting agency and the nature and scope of any investigative consumer report (if one is ordered).

SUMMARY OF YOUR RIGHTS UNDER THE FCRA

The FCRA (Fair Credit Reporting Act) requires that we inform you that a background investigation may be conducted as part of the screening and appointment process. In the course of this screening process before any adverse action is taken, you will be provided a copy of the report and a comprehensive summary of your rights under the FCRA, as well as additional information on your rights under the law. For a full copy of your rights and other useful information visit: http://www.ftc.gov/os/statutes/fcrajump.shtm

ACKNOWLEDGMENT AND AUTHORIZATION

I acknowledge the DISCLOSURE REGARDING BACKGROUND INVESTIGATION and the SUMMARY OF YOUR RIGHTS UNDER THE FAIR CREDIT REPORTING ACT and certify that I have read and understand both. I hereby authorize the obtaining of “consumer reports” and/or “investigative consumer reports” by the Company at any time after receipt of this authorization and throughout my appointment, if applicable. To this end, I hereby authorize, without reservation, any law enforcement agency, administrator, state or federal agency, institution, school or university (public or private), information service bureau, employer, or insurance company to furnish any and all background information requested by Orange Tree Employment Screening, 7275 Ohms Lane, Minneapolis, MN 55439, 800-886-4777, their agents, and/or the Company itself. A photocopy of this document may be substituted for the original. Please check this box if you would like to receive a copy of a consumer report if one is obtained by the Company. □

CRIMINAL HISTORY QUESTIONNAIRE

Have you ever been convicted of, plead guilty, no contest or nolo contendere, to a misdemeanor or felony?*

*Do not report any conviction that has been sealed, expunged, statutorily eradicated, annulled, impounded, erased, or dismissed under the First Offender’s law, pardoned by the Governor or in which state law allows you to lawfully deny as set forth below. You are also not required to disclose violations, infractions, petty misdemeanors or summary offenses.

______Yes ______No

If yes, please attach a separate sheet; providing city, county, and state of conviction and date and nature of the offense, along with sentencing information. Please check this box if this does not apply to you. □ I affirm that the information provided on the attached form is true and accurate to the best of my knowledge.

Printed Full Name of Applicant __________________________________________________________________________ First Middle Last Signature of Applicant _________________________________________________________ Date _____/_____/_____


EXHIBIT A: DATA PRIVACY AND SECURITY

Contract Version 2014-05 Agent Agreement Page A–1


I. PRIVACY OF PROTECTED HEALTH INFORMATION (PHI)

This Exhibit A outlines Agency’s and Agents’ duties under the implementation of regulations of the Health Insurance Portability and Accountability Act (HIPAA) as amended by the Health Information Technology for Economic and Clinical Health (HITECH Act) (HIPAA Rules). Specifically, the “HIPAA Rules” means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. The HIPAA Privacy Rule is the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and 164, subparts A and E. The HIPAA Security Rule is the HIPAA Security Standards at 45 CFR Parts 160 and 164, Subpart C. The HIPAA Breach Notification Regulation is the Notification in the Case of Breach of Unsecured Protected Health Information, as set forth at 45 CFR Part 164, subpart D. Business Associate recognizes and agrees that it is obligated by law to meet the applicable provisions of the HIPAA Rules. Agent agrees to contact Blue Cross with any questions about these requirements or any specific legal authorities that are summarized below.

Agent agrees that Blue Cross is a covered entity and that the requirements of HIPAA, HITECH, and the federal regulations apply to this Agreement. Agent agrees that it acts as a business associate of Blue Cross, and is required to comply with HIPAA and HITECH requirements for business associates. Agency and its Agents must also comply with state law that is not preempted by HIPAA or HITECH.

A. Permitted Uses and Disclosures. Agent agrees that it may only use or disclose PHI it creates or receives for or from Blue Cross as outlined below:

1. Agency and Agent Activities Performed on Blue Cross’ Behalf. Agency and its Agents may use and disclose PHI it creates or receives for or from Blue Cross if necessary to perform its duties under this Agreement. One example is assisting an Applicant with an application or calling customer service on behalf of a Subscriber or Group. Agency and its Agents are not allowed to use or disclose PHI if it is not acting on Blue Cross’ behalf. Two examples of this would include, but not be limited to; obtaining claims information to assist a Group in getting bids or calling customer service on behalf of a Subscriber who is not entitled to receive the requested PHI.

2. Agency and Agent Operations. Agency and its Agents may use PHI it creates or receives for or from Blue Cross as needed for Agency’s and Agents’ proper management and administration or to carry out its legal responsibilities provided that:

a. The disclosure is Required by Law; or

b. Agency and its Agents obtain reasonable assurance (and, upon request of Blue Cross, provide written evidence of such assurance) from any person or entity to which Agency and its Agents will disclose Blue Cross’ PHI that the person or entity will:

i. Hold Blue Cross’ PHI in confidence and use or further disclose Blue Cross’ PHI only for the purpose for which Agency and its Agents disclosed Blue Cross’ PHI to the person or entity or as Required by Law; and




ii. Immediately (and no later than three (3) days after the suspected or known breach) notify Agency and its Agents (who will in turn notify Blue Cross in accordance with Section I.L. of this Exhibit A) of any instance of which the person or entity becomes aware in which the confidentiality of Blue Cross’ PHI was breached.

B. Unauthorized Use or Disclosure of PHI is Prohibited. Agency and its Agents will not use or disclose PHI it creates or receives for or from Blue Cross, unless 1) it is specifically allowed or required by this Exhibit A; 2) it is necessary to comply with the law; or 3) Agency and its Agents first obtains written permission from Blue Cross.

C. Minimum Necessary and Limited Data Set. Agency and its Agents’ use, disclosure or request of PHI shall utilize a Limited Data Set if practicable. Otherwise, Agency and its Agents will, in its performance of the functions, activities, services, and operations specified in this Agreement, make reasonable efforts to use, to disclose, and to request of a Covered Entity only the minimum amount of Organization’s PHI reasonably necessary to accomplish the intended purpose of the use, disclosure or request. Agent and its Agents shall implement and follow appropriate minimum necessary policies in the performance of its obligations under this Exhibit A.

D. Prohibition on Unauthorized Use or Disclosure. Agency and its Agents will neither use nor disclose Blue Cross’ PHI, except as permitted or required by this Exhibit A or in writing by Blue Cross or as Required by Law. This Exhibit A does not authorize Agency and its Agents to use or disclose Blue Cross’ PHI in a manner that will violate Privacy Rules if done by Blue Cross except as set forth in Section I.A.2. of this Exhibit A.

1. Sale of PHI Prohibited. Agency and its Agents shall not directly or indirectly receive any remuneration in exchange for Blue Cross PHI.

2. Marketing of PHI. Agency and its Agents shall not directly or indirectly receive any remuneration for any use or disclosure of PHI for marketing purposes.

E. Information Safeguards. Agency and its Agents must develop, implement, maintain and use appropriate administrative, technical and physical safeguards to preserve the integrity and confidentiality of Blue Cross’ PHI, and to prevent non-permitted or violating use or disclosure of PHI that Agency and its Agents receives for or from Blue Cross. The safeguards must reasonably protect Blue Cross’ PHI from any intentional or unintentional use or disclosure in violation of the Privacy Rule, 45 CFR Part 164, and limit incidental uses or disclosures made pursuant to a permitted use. Agency and its Agents will document, keep these safeguards current, and upon request, provide such safeguards to Blue Cross.

Security of Blue Cross’ Electronic PHI. Agency and its Agents shall develop, implement, maintain, and use administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI that Agency and its Agents create, receive, maintain, or transmit on Blue Cross’ behalf as required by the Security Rule, 45 CFR Part 164, Subpart C. Agency and its Agents also shall develop and implement policies and procedures and meet the Security Rule documentation requirements. Upon request, Agency and its Agents shall provide documentation of such policies and procedures to Blue Cross. Agency and its Agents shall encrypt all portable media on which Electronic PHI is stored, using a non-proprietary algorithm of at least 256-bit cipher strength.




F. Subcontractors. Agency and its Agents will require any of its subcontractors to which Agency and its Agents is permitted by this Exhibit A to disclose Blue Cross’ PHI to provide reasonable assurance in a written contract that subcontractor agree to comply with the same privacy and security safeguards as Agency and its Agents in handling Blue Cross’ PHI that are applicable to Agency and its Agents under this Exhibit A

G. State Law Compliance. Agency and its Agents will comply with all applicable state laws not preempted pursuant to 45 Code of Federal Regulations Part 160, subpart B.

H. Compliance with Transaction Standards. If Agency and its Agents conducts in whole or part Electronic Transactions on behalf of Blue Cross for which the federal Department of Health and Human Services (DHHS) has established Standards, Agency and its Agents will comply, and will require any subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of the Transaction Rule, 45 CFR Part 162. Agency and its Agents will not enter into, or permit its subcontractors to enter into, any Trading Partner Agreement in connection with the conduct of Standard Transactions on behalf of Blue Cross that:

1. Changes the definition, data condition, or use of a data element or segment in a Standard Transaction;

2. Adds any data element or segment to the maximum defined data set;

3. Uses any code or data element that is marked “not used” in the Standard Transaction’s implementation specification or is not in the Standard Transaction’s implementation specification; or

4. Changes the meaning or intent of the Standard Transaction’s implementation specification.

I. Access. Agency and its Agents will, within ten (10) days following Blue Cross’ request, make available to Blue Cross or, at Blue Cross’ direction, to an individual (or the individual’s personal representative) for inspection and obtaining copies of Blue Cross’ PHI about the individual that is in Agency and its Agents’ custody or control, consistent with the requirements of 45 CFR § 164.524, so that Blue Cross may meet its access obligations under 45 CFR § 164.524 and, where applicable, the HITECH Act. Agency and its Agents shall make such information available in an electronic format where directed by Blue Cross.

J. Amendment to Agreement. Upon notification from Blue Cross, Agency and its Agents will promptly amend or permit Blue Cross access to amend any portion of the PHI which Agency and its Agents created or received for or from Blue Cross so that Blue Cross may meet its HIPAA amendment obligations.

K. Disclosure Accounting. So that Blue Cross may meet its disclosure accounting obligations under 45 CFR § 164.528, Agency and its Agents will record the following information (“Disclosure Information”) for each disclosure of Blue Cross’ PHI that Agency and its Agents makes to Blue Cross or to a third party.

1. Disclosure Information Generally. Except for repetitive disclosures of Blue Cross’ PHI as specified in Section K.2 below and for disclosures for large Research studies as specified in Section K.3 below, the Disclosure Information that Agency and its Agents must record for each accountable disclosure are the requirements set forth in the HIPAA Privacy Rule, including, but not limited to: (i) the disclosure date, (ii) the name and (if known) address of the entity to which Agency and its Agents made the disclosure, (iii) a brief description of Blue Cross’ PHI disclosed, and (iv) a brief statement of the purpose of the disclosure.




2. Disclosure Information for Repetitive Disclosures. For repetitive disclosures of Blue Cross’ PHI that Agency and its Agents makes for a single purpose to the same person or entity (including Blue Cross), the Disclosure Information that Agency and its Agents must record is either the Disclosure Information specified in Section K.1 above for each accountable disclosure, or (i) the Disclosure Information specified in Section K.1 above for the first of the repetitive accountable disclosures, (ii) the frequency, periodicity, or number of the repetitive accountable disclosures, and (iii) the date of the last of the repetitive accountable disclosures.

3. Disclosure Information for Large Research Activities. Agency and its Agents will not disclose Blue Cross’ PHI for Research activities without Blue Cross’ express advance written permission.

L. Reporting of Disclosure Information. Agency and its Agents will report the Disclosure Information to Blue Cross within five (5) days following the accountable disclosure.

M. Maintenance of Disclosure Information. Unless otherwise provided by applicable law, Agency and its Agents will maintain the Disclosure Information for a minimum of eleven (11) years following the date of the accountable disclosure to which the Disclosure Information relates.

N. Restriction Agreements and Confidential Communications. Agency and its Agents will comply with any agreement that Blue Cross makes that either (i) restricts use or disclosure of Blue Cross’ PHI pursuant to 45 CFR § 164.522(a), or (ii) requires confidential communication about Blue Cross’ PHI pursuant to 45 CFR § 164.522(b), provided that Blue Cross notifies Agency and its Agents in writing of the restriction or confidential communication obligations that Agency and its Agents must follow. Blue Cross will promptly notify Agency and its Agents in writing of the termination of any such restriction agreement or confidential communication requirement and, with respect to termination of any such restriction agreement, instruct Agency and its Agents whether any of Blue Cross’ PHI will remain subject to the terms of the restriction agreement.

O. Inspection of Books and Records. Agent agrees to allow Blue Cross and the U.S. Department of Health and Human Services to review its internal practices, books, and records about its use and disclosure of Blue Cross’ PHI to determine compliance with HIPAA, HITECH, and this Agreement, and make its facilities and records available to DHHS and the U.S. Comptroller General pursuant to 45 CFR § 158.501(b).

II. PRIVACY BREACH AND SECURITY INCIDENTS

A. Reporting

1. Privacy Breach. Agency and its Agents will report to Blue Cross any use or disclosure of Blue Cross’ PHI not permitted by this Exhibit A or in writing by Blue Cross. In addition, Agency and its Agents will report, following discovery and without unreasonable delay, but in no event later than five (5) days following discovery, any "Breach" of "Unsecured Protected Health Information" as these terms are defined by the Breach Notification Regulation. Upon Blue Cross’ request, Agency and its Agents shall perform a risk assessment to determine whether there is a low probability that the PHI has been compromised pursuant to the Breach Notification Regulation. Agency and its Agents shall provide documentation relating to the risk assessment when Agency and its Agents reports the Breach to Blue Cross. If Blue Cross determines that notice to the individual(s), media or HHS is required, Agency and its Agents shall be responsible for any and all costs relating




to such notice. Agency and its Agents shall cooperate with Blue Cross in investigating the Breach and in meeting Blue Cross’ obligations under the Breach Notification Regulation and any other security breach notification laws.

2. Any such report shall include the identification (if known) of each individual whose Unsecured PHI has been, or is reasonably believed by Agency and its Agents to have been accessed, acquired, or disclosed during such Breach. Agency and its Agents will make the report to Blue Cross’ Privacy Officer not more than five (5) days after Agency and its Agents learn of such non-permitted use or disclosure. Agency and its Agents’ report will at least:

a. Identify the nature of the non-permitted access, use or disclosure, including the date of the Breach and the date of discovery of the Breach;

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

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

d. Identify what corrective action Agency and its Agents took or will take to prevent further non-permitted access, uses or disclosures;

e. Identify what Agency and its Agents did or will do to mitigate any deleterious effect of the non-permitted access, use or disclosure; and

f. Provide such other information, including a written report, as Blue Cross may reasonably request.

B. Security Incidents. The Security Rules define a "Security Incident" as an attempted or successful unauthorized access, use, disclosure, modification or destruction of information or interference with system operations in an information system, involving electronic PHI (EPHI) that is created, received, maintained or transmitted by or on behalf of a Party. Since the Security Rules include attempted unauthorized access, use, disclosure, modification or destruction of information, Blue Cross must have notice of attempts to bypass electronic security mechanisms. The Parties recognize and agree that the significant number of meaningless attempts to, without authorization, access, use, disclose, modify or destroy EPHI will make a real-time reporting requirement formidable for Agency and its Agents. Therefore, the Parties agree to the following reporting procedures for Security Incidents that result in unauthorized access, use, disclosure, modification or destruction of information or interference with system operations ("Successful Security Incidents") and for Security Incidents that do not so result ("Unsuccessful Security Incidents").

For Unsuccessful Security Incidents, the Parties agree that this paragraph constitutes notice of such Unsuccessful Security Incidents. By way of example, the Parties consider the following to be illustrative of Unsuccessful Security Incidents when they do not result in actual unauthorized access, use, disclosure, modification or destruction of EPHI or interference with an information system:

1. Pings on Agency and its Agents’ firewall,

2. Port scans,

3. Attempts to log on to a system or enter a database with an invalid password or username,




4. Denial-of-service attacks that do not result in a server being taken off-line, and

5. Malware (worms, viruses, etc.)

Agency and its Agents will report to Blue Cross any Successful Security Incidents of which Agency and its Agents become aware. Agency and its Agents will make this report upon Blue Cross’ request, except if any such security incident resulted in a disclosure of Blue Cross’ PHI not permitted by this Exhibit A. Agency and its Agents will make the report in accordance with Section I.L. above.

C. Mitigation. Agent agrees to mitigate, to the extent practicable, any harmful effect that is known to Agency and its Agents of a use or disclosure of PHI by Agency and its Agents in violation of the requirements of this Exhibit A, including, but not limited to, reimbursing Blue Cross for any and all costs related to credit-monitoring of Blue Cross’ members.

See also, Section VII of the Agreement.

III. INDEMNIFICATION

A. Indemnity. Agency and its Agents will indemnify and hold harmless Blue Cross and any Blue Cross affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, fines, penalties, cost or expense, including attorneys’ fees and court or proceeding costs, arising out of or in connection with any non-permitted use or disclosure of Blue Cross’ PHI or other breach of this Exhibit A by Agency and its Agents or any subcontractor or agent under Agency and its Agents’ control.

1. Right to Tender or Undertake Defense. If Blue Cross is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted use or disclosure of Blue Cross’ PHI or other breach of this Exhibit A by Agency and its Agents or any subcontractor or agent under Agency and its Agents’ control, Blue Cross will have the option at any time either (a) to tender its defense to Agency and its Agents, in which case Agency and its Agents will provide qualified attorneys, consultants, and other appropriate professionals to represent Blue Cross’ interests at Agency and its Agents’ expense, or (b) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case Agency and its Agents will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals.

2. Right to Control Resolution. Blue Cross will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that Blue Cross may have tendered its defense to Agency and its Agents. Any such resolution will not relieve Agency and its Agents of its obligation to indemnify Blue Cross under this Section III.

IV. PROTECTED HEALTH INFORMATION UPON TERMINATION

A. Right to Terminate for Breach. Blue Cross may terminate this Exhibit A (as well as any other agreement to which this Exhibit A is attached) if it determines, in its sole discretion, that Agency and its Agents has breached any provision of this Exhibit A and upon written notice to Agency and its Agents of the breach, Agency and its Agents fail to cure the breach within ten (10) days after receipt of the notice. Blue Cross may exercise this right to terminate this Exhibit A by providing Agency and its Agents written notice of termination, stating the failure to cure the breach of this Exhibit A




provides the basis for the termination. Any such termination will be effective immediately or at such other date specified in Blue Cross’ notice of termination of termination. If for any reason Blue Cross determines that Agency and its Agents has breached the terms of this Exhibit A and such breach has not been cured, but Blue Cross determines that termination of this Exhibit A is not feasible, Blue Cross may report such breach to the U.S. Department of Health and Human Services.

B. Return or Destruction of PHI if Feasible. Upon termination of this Agreement for any reason, Agency shall return to Blue Cross or destroy all PHI under Agency custody or control in whatever form or medium that Agency created or received for or from Blue Cross, including all copies thereof and all data, compilations, and other works derived therefrom that allow identification of any individual who is a subject of the PHI. Agency shall require any subcontractor to which Agency has disclosed Blue Cross’ PHI as permitted by this Exhibit A to return to Agency (so that Agency may return it to Blue Cross) or destroy all PHI under such subcontractor's custody or control in whatever form or medium that subcontractor created or received for or from Blue Cross, including all copies thereof and any data, compilations, and other works derived therefrom that allow identification of any individual who is a subject of the PHI, and certify on oath to Agency that all such PHI has been returned or destroyed. Agency will complete such return or destruction as promptly as possible, but not later than 30 days after the effective date of the termination of this Agreement.

C. Procedure when Return or Destruction of PHI is Not Feasible. Agency shall identify any of Blue Cross' PHI, including any that Agency has disclosed to subcontractors as permitted by this Exhibit A, that cannot be feasibly returned to Blue Cross or destroyed and explain why return or destruction is infeasible. Where Blue Cross agrees that such return or destruction is infeasible, Agency (and/or Agency's subcontractors) shall limit its further use or disclosure to those purposes that cause return or destruction of that PHI to be not feasible. If Blue Cross does not agree, Section IV.A above shall apply. Agency shall complete these obligations as promptly as possible, but not later than 30 days following termination of this Agreement, Agency’s obligation to protect the privacy and safeguard the security of Blue Cross’ PHI is continuous and survives the termination of this Agreement

D. Transfer of PHI. If Agency sells or otherwise transfers its business to another party, Agency may not transfer PHI to the other party until there is a business associate agreement in place between Blue Cross and the other party. In the case of a sale or transfer, Agency shall certify to Blue Cross on oath in writing what PHI Agency transferred to the other party. PHI that is not transferred to the other party is subject to the provisions of Paragraph a. above.

V. GENERAL PROVISIONS

A. Amendment to Exhibit A. Upon the compliance date of any final regulation or amendment to final regulation promulgated by DHHS that affects Agency and its Agents’ use or disclosure of Blue Cross’ PHI or Standard Transactions, Exhibit A will automatically amend such that the obligations imposed on Agency and its Agents remain in compliance with the final regulation or amendment to final regulation.

B. Conflicts. In the event of any conflict between the terms and condition of this Exhibit A and the Agreement to which this Exhibit A is attached, the terms and conditions of this Exhibit A will override and control any conflicting term or condition of such other agreement.




C. Definitions. The terms “Covered Entity,” “Electronic Protected Health Information,” “Protected Health Information,” “Standard,” “Trading Partner Agreement,” and “Transaction” have the meanings set out in 45 CFR § 160.103. The term “Standard Transaction” has the meaning set out in 45 CFR § 162.103. The term “Required by Law” has the meaning set out in 45 CFR § 164.103. The terms “Health Care Operations,” “Payment,” “Research,” and “Treatment” have the meanings set out in 45 CFR § 164.501. The term “Limited Data Set” has the meaning set out in 45 CFR § 164.514(e). The term “use” means, with respect to PHI, utilization, employment, examination, analysis or application within Agency and its Agents. The terms “disclose” and “disclosure” mean, with respect to PHI, release, transfer, providing access to or divulging to a person or entity not within Agency and its Agents. For purposes of this BAA, Blue Cross’ PHI encompasses Blue Cross’ Electronic PHI. Any other capitalized terms not identified in this BAA will have the meanings set forth in the HIPAA Rules.

VI. AUTHORIZATION FOR RELEASE OF INFORMATION (ARI)

A. Request for Account Information by non-Agent of Record. An Appointed Agency which is not Agent of Record for a Blue Cross account may request from Blue Cross information on that account. Blue Cross will then coordinate approval of the request with the account owner by means of an “Authorization for Release of Information (ARI)” form. If the account owner approves release of its information to the requesting Agency, then Blue Cross will release to the requesting Agency the account’s profile information. This account profile information will not include rate or benefit information in detail or summary, nor will it include any information classified as Protected Health Information as determined by Federal and Minnesota law, as described above in Section I.


EXHIBIT B: MEDICARE PRODUCTS

Contract Version 2014-05 Contractor Agreement Page B–1


I. GENERAL PROVISIONS

A. Purpose. This Medicare Products Exhibit (“Exhibit”) is entered into between Blue Cross and Agent(to the fullest extent applicable, Agent shall also refer to “Agents”) to comply with Centers for Medicare and Medicaid Services (“CMS”) requirements applicable to the Medicare Advantage and Medicare Part D programs and (as applicable) the implementing regulations at 42 C.F.R. Parts 422 and 423 issued pursuant to the Medicare Prescription Drug Improvement and Modernization Act of 2003 and the Social Security Act of 1965, and is incorporated into and made part of that certain Agent Agreement between the parties (the “Agreement”).

B. Conflicts. The provisions of this Addendum supersede any conflicting provision of the Agreement.

C. Definitions. “Services” means those administrative or health care service functions (as such functions are defined by the Centers for Medicare and Medicaid Services “CMS”) relating to Blue Cross’ Medicare Products which Blue Cross has contracted with Agent to provide pursuant to the Agreement in support of fulfilling Blue Cross’ contractual obligations to CMS. Capitalized terms used in this Addendum and not defined herein shall have the meanings assigned to such terms in the Agreement.

II. DELEGATED ACTIVITIES

Blue Cross delegates to Agent and Agent shall provide the Services in support of, as applicable, Blue Cross’ Medicare Advantage, Medicare Cost, and/or Part D Products (each a “Medicare Product,” and collectively the “Medicare Products”), as contemplated in the Agreement. Agent acknowledges and agrees that Blue Cross may only delegate activities or functions to Agent in a manner consistent with the requirements set forth in 42 C.F.R. §§ 422.504(i)(4) and 423.505(i)(4), as applicable. 42 C.F.R. §§ 422.504(i)(3)(ii), 423.505(i)(3)(ii).

III. CONSISTENCY WITH BLUE CROSS AGREEMENTS

Agent shall perform the Services in a manner that complies and is consistent with Blue Cross’ contractual obligations to CMS as provided in the CMS/Blue Cross agreement(s). 42 C.F.R. §§ 422.504(i)(3)(iii), 423.505(i)(3)(iii).

IV. ACCOUNTABILITY

Agent acknowledges and agrees that Blue Cross maintains ultimate responsibility for adhering to and otherwise fully complying with all terms and conditions of the CMS/Blue Cross agreements. 42 C.F.R. §§ 422.504(i)(1) & 423.505(i)(1).

V. LAWS, REGULATIONS, AND CMS INSTRUCTIONS

A. Medicare. Agent represents and warrants that, throughout the term of the Agreement, Agent will provide the Services in accordance with the following laws and requirements, in each case to the extent applicable to Agent’s performance of the Services: (i) all applicable laws, statutes, regulations, rules, codes, ordinances, orders, directions, decrees, policies, bulletins, and principles of common law of any Governmental Authority, as amended or re-enacted from time to time, including (ii) all Medicare statutes and regulations and CMS guidance, instructions, and requirements as interpreted and applied by the CMS designated regional office and the CMS central office, and Blue Cross as such interpretation is provided by Blue Cross to Agent,




including, without limitation, CMS marketing guidelines and all requirements relating to activities performed outside the United States (offshore subcontracting) and other requirements imposed by CMS in call letters or other sub-regulatory guidance, as the same may be updated from time to time; (iv) the requirements of Section 13112 of the American Recovery and Reinvestment Act of 2009 (“ARRA”); and (v) applicable state laws; and Agent shall not, through its failure to so comply, prevent Blue Cross from complying with any of the foregoing. 42 C.F.R. §§ 422.504(i)(4)(v), 423.505(i)(4)(iv). Agent may use only Blue Cross approved materials to service Medicare Products. Such materials must contain CMS-required disclosures. Any use by Agent (or its authorized employees, agents and contractors) of materials not approved by Blue Cross may result in adverse consequences, including nonpayment of Service Fees or termination of the Agreement, the Agent Agreement, or both, at Blue Cross’ sole discretion. Agent shall not, and shall ensure that its authorized employees, agents and contractors do not, (i) engage in misleading activities such as implying that a Medicare Product is part of a government Agency or program, (ii) offer gifts of other than nominal market value as defined in CMS guidance, or (iii) engage in telemarketing activities other than responding to potential enrollees who have contacted Agent requesting application information, door-to-door sales, or other similar practices. Agent shall, and shall ensure that its authorized employees, agents and contractors, provide complete and accurate information to all potential enrollees regarding Contract Premium amounts and how Contract Premium payments must be made. Agent shall, and shall ensure that its authorized employees, agents and contractors, promptly remit any Contract Premium it/they receive(s) to Blue Cross. Agent shall promptly notify Blue Cross of any complaint or inquiry against it or any of its authorized employees, agents or contractors relating to its/their activities under the Agreement.

B. Fraud and Abuse. Agent shall comply with federal laws designed to prevent, detect and correct Fraud, Waste, and Abuse, including applicable provisions of federal criminal law, the False Claims Act (31 U.S.C. § 3729 et seq., as amended by the Patient Protection and Affordable Care Act of 2010), and the Anti-Kickback statute (42 U.S.C. § 1320a-7b(b)). 42 C.F.R. §§ 422.503(b)(4)(vi); 422.504(h)(1), 423.505(h)(1).

C. Excluded Persons. Agency represents as of the effective date of the Agreement and warrants that neither it, nor any of its employees, agents, providers, Medicare subcontractors, members of its board of directors, key management, executive staff or individuals or entities owning five percent (5%) or more of Agency, whether full-time, part-time, temporary, volunteer or otherwise, (each, an “Affiliated Party”) have been excluded (or are currently under threat of suspension or exclusion) from participation in or sanctioned under the Medicare program or any other federal health care program, or convicted of a criminal offense or been the subject of a civil judgment for fraudulent activities related to that person’s/entity’s involvement in any federal health care program. Agency shall contractually require its Medicare subcontractors to represent and ensure that neither they nor any of their employees, agents, members of their boards of directors, key management, executive staff or individuals or entities owning five percent (5%) or more of such subcontractors, whether full-time, part-time, temporary, volunteer or otherwise, have been excluded (or are currently under threat of suspension or exclusion) from participation in or sanctioned under the Medicare program or any other federal health care program, and that they have not been convicted of a criminal offense or been the subject of a civil judgment for fraudulent activities related to that person’s/entity’s involvement in any federal health care program. Agency shall not continue to pay for any items or services furnished, ordered or prescribed by excluded individuals or entities pursuant to 42 CFR § 1001.1901 once Agency becomes aware of such exclusion.




Agency must check appropriate databases, including the Department of Health and Human Services Office of Inspector General (OIG) List of Excluded Individuals and Entities (available at http://oig.hhs.gov/fraud/exclusions.html) and the General Services Administration’s (GSA’s) Excluded Parties List System (available at http://www.epls.gov/), or such other/additional site(s) as may be designated from time to time by the OIG, GSA, CMS or other Governmental Authority, to determine whether any Affiliated Party has been excluded from participation in the Medicare program or any other federal health care program. These databases must be checked during the term of the Agreement not less than monthly, provided that with respect to all Affiliated Parties, Agency shall also check appropriate databases prior to when such Affiliated Parties commence their employment or other relationship (whether contractual or otherwise) with, or directorship or ownership of, Agency. Agency shall notify Blue Cross immediately, and in any event within no more than five (5) calendar days, in writing (i) if Agency becomes excluded from the Medicare program or any other federal health care program, and (ii) upon becoming aware that any Affiliated Party becomes excluded from the Medicare program or any other federal health care program. Agency agrees that it is subject to 2 C.F.R. Parts 180 and 376, and shall require Medicare subcontractors to comply with the requirements of 2 C.F.R. Parts 180 and 376. 2 C.F.R. § 376.332. Agency agrees that it is subject to 45 C.F.R. Part 76 and shall require its Affiliated Parties to agree that they are subject to 45 C.F.R. Part 76. 42 C.F.R. § 423.752(a)(6).

Agent shall maintain documentation sufficient to demonstrate its adherence to the requirements set forth in this Section V.C and shall, upon Blue Cross’ request, annually provide to Blue Cross a written, signed certification certifying as to Agent’s compliance with same.

For purposes of this paragraph, the term “Governmental Authority” means any international, national, state, provincial, municipal, local, territorial or other governmental department, regulatory authority, or judicial or administrative body.

VI. CONFIDENTIALITY AND ACCURACY OF RECORDS; MAINTENANCE

Agent shall treat all enrollees’ health and enrollment information, including any medical records, as confidential in accordance with the provisions of the Agreement (including, but not limited to, Exhibit A (Data Privacy and Security)), and comply with all applicable laws regarding the confidentiality and disclosure of such health and enrollment information. Upon request, Agent shall supply Blue Cross with documented proof, including such attestations and certifications as Blue Cross may require, that these requirements are being followed.

Agent shall maintain such health and enrollment information in an accurate and timely manner and ensure timely access to such records and information by enrollees, all as set forth in the Agreement. 42 C.F.R §§422.118, 422.504(a)(13), 423.136, 423.505(b)(14).

Agent shall maintain timely, accurate and complete records and books of account relating to Agent’s performance under the Agreement. To the fullest extent applicable, Agent recordkeeping shall adhere to generally accepted accounting principles, consistently applied. Agent shall maintain these records in English and in accordance with all applicable laws and at Agent’s principal place of business. Agent shall further comply with the retention requirements set forth below in Sections X and XI.




VII. REPORTING TO BLUE CROSS

In accordance with the provisions of the Agreement, Agent shall provide the statistics and other information requested by Blue Cross and related to Agency’s provision of the Services so that Blue Cross may meet CMS reporting requirements with respect to:

A. The cost of the Blue Cross’ operations; the patterns of enrollee utilization of health care services; the availability, accessibility, and acceptability of health care services to enrollees; and other matters that CMS may require. 42 C.F.R. §§ 422.516, 423.514.

B. To the extent practical, developments in the health status of enrollees. 42 C.F.R. § 422.516(a)(4).

C. Data regarding drug claims that can be linked at the individual level to Medicare Part A and Part B data (for Prescription Drug Plans) or other data (for Medicare Advantage Prescription Drug Plans) and other information as CMS or Blue Cross determines necessary. 42 C.F.R. §§ 422.310, 423.329(b)(3).

Blue Cross and Agent may agree in writing to specific forms that accomplish these reporting requirements. 42 C.F.R. §§ 422.504(i)(4)(i), 422.516, 423.505(i)(4)(i), 423.514.

VIII. CERTIFICATION OF INFORMATION SUBMITTED TO CMS

Blue Cross is required under the CMS/Blue Cross agreements to submit and certify through attestations or otherwise to CMS drug claims data, enrollment information, encounter data, and other data and information as CMS may request. Some or all of such data and information that Blue Cross submits may be provided to Blue Cross by Agent or submitted by Agent on Blue Cross’ behalf. Agency’s CEO or CFO, or an individual delegated the authority to sign on behalf of one of these officers and who reports directly to the officer, shall certify to Blue Cross, based on that individual’s best knowledge, information, and belief, the accuracy, completeness, and truthfulness of any data and information Agency or Agent provides to Blue Cross or submits to CMS on Blue Cross’ behalf and shall acknowledge that the data or information may be used by Blue Cross or submitted by Agency or Agent on Blue Cross’ behalf for the purpose of obtaining federal funds. 42 C.F.R. §§ 422.504(1)(3), 423.505(k)(3). To the extent that Agent has access to the CMS information systems, or data obtained from such systems, for purposes of providing Services in connection with any Blue Cross Medicare Product, Agent’s use of or access to such data in connection with the Services shall be limited to the same.

IX. MONITORING

Agent acknowledges and agrees that Blue Cross is required to monitor the performance of Agent and its authorized subcontractors on an ongoing basis. 42 C.F.R. §§ 422.504(i)(4)(iii) & 423.505(i)(4)(iii). Agent further acknowledges and agrees that Blue Cross is required to periodically monitor and audit Agent to ensure that there is documented proof that the requirements described in this Addendum are being followed and Agent agrees to cooperate and comply with such audits and monitoring activities. Agent acknowledges and agrees that the requirements of this paragraph are deemed included as Services, and Agent shall comply at Agent’s expense.

X. INSPECTION AND AUDIT

A. By CMS, HHS, the Comptroller General, or their designees. Agent shall retain, and shall permit CMS, HHS, the Comptroller General, or their designees, to have direct access to inspect, evaluate, and audit any of, Agent’s books, contracts, medical records, patient care documentation, documents, papers, and other records pertaining to any




transaction related to the Agreement, any aspect of Services performed, reconciliation of benefits liabilities, and determination of amounts payable under the contract, or as the Secretary may otherwise deem necessary. This retention requirement and right to inspect, evaluate, and audit shall extend ten (10) years from the expiration or termination of the Agreement or completion of final audit, whichever is later, unless otherwise required by applicable law, CMS, HHS, the Comptroller General, or their designees. Agent shall ensure that all Agent subcontractors honor the rights of CMS, HHS, the Comptroller General or their designees set forth in this Section X as required by law. 42 C.F.R. §§ 422.504(e), 422.504(i)(2), 423.505(e), 423.505(i)(2).

B. By Blue Cross. Agent shall permit Blue Cross or its designees to inspect, evaluate, and audit any of Agent’s books, contracts, medical records, patient care documentation, documents, papers, and other records relating to any Services Agent provides to Blue Cross under the Agreement. Blue Cross shall have the right to audit Agent as a means to evaluate Agent’s compliance with requirements set forth in this Addendum. Agent shall provide reports of audits as they relate to the Services, as described below in 10(c). This right to inspect, evaluate, and audit shall extend ten (10) years from the expiration or termination of the Agreement or completion of final audit, whichever is later, unless otherwise required by applicable law. 42 C.F.R. §§ 422.504(e), 422.504(i)(2), 423.505(e), 423.505(i)(2).

C. By Agent. Agent shall conduct regular internal monitoring (except as otherwise agreed by Blue Cross, no less frequently than quarterly) and provide regular monitoring reports to Blue Cross, and is encouraged to conduct internal auditing of Agent operations, as a means of reviewing performance of normal on-going operations and to validate compliance with applicable laws, regulations, and CMS sub-regulatory guidance. Agent shall provide to Blue Cross and CMS a summary of the results of any such auditing and monitoring activities, upon request.

XI. TRAINING AND EDUCATION

Agent shall provide training to its Service Staff as described in the Agreement, Section IV. 6. Additionally, for all Medicare sales and support activities:

A. Agent will communicate general compliance information, as required by CMS and Blue Cross, and administer Fraud, Waste and Abuse training to its staff and authorized subcontractors within ninety (90) days of initial hire (or, in the case of authorized subcontractors, contracting), as part of new hire orientation, and at least annually thereafter. Agent agrees to include in the Fraud, Waste and Abuse training such materials as may be required or provided to Agent by Blue Cross. Agent will also administer specialized compliance training on issues posing compliance risks based on the individual’s (or authorized subcontractor’s) job function. Agent must ensure that staff are aware of the Medicare requirements related to their job functions. Where appropriate, Blue Cross-specific training will be established and maintained. Blue Cross management staff shall be entitled to access and review Agent’s training and education materials and courses. Agent shall record its compliance training activities and, upon Blue Cross’ request and at least quarterly, provide a report of its compliance training activities, including attestations of training completion, to Blue Cross. 42 C.F.R. §§ 422.503(b)(4)(vi)(C), 423.504(b)(4)(vi)(C).

B. Agent will not sell any Medicare Product unless it (and its authorized agents, employees, and contractors, as applicable) has/have successfully completed the training and certification protocol provided by Blue Cross. Agent and each of its authorized agents, employees, and contractors, as applicable, will re-certify as often as required by Blue Cross. Blue Cross will notify Agent of the schedule and online availability of such




training. Servicing any Medicare Product prior to certification or after certification lapses may result in adverse consequences, including, e.g. the nonpayment of Service Fees and termination of the Agreement, the Agent Agreement, or both, at Blue Cross’ sole discretion. Certification will immediately cease upon an Agent, or, as to its authorized agents, employees and contractors, any agent, employee or contractor, being placed on the U.S. Government’s Restricted Persons listings including any of the following: a) OFAC’s Specialty Designated and Nationals Blocked Persons List, b) HHS Office of Inspector General – LEIE – List of Excluded Individuals and Entities, or c) GSA/EPLS – Excluded Parties List System. Agent’s authorized agents, employees and contractors, as applicable, will become certified to service Medicare Products, maintain such certification(s), provide potential enrollees with complete and accurate information regarding plan options, assist applicants with completing their applications on forms provided by Blue Cross, and maintain records of all transactions with Medicare applicants and enrollees.

XII. COMPLIANCE STRUCTURE; COMMUNICATION WITH COMPLIANCE COMMITTEE AND BLUE CROSS

A. Agent shall comply with disciplinary and corrective actions imposed by Blue Cross.

B. Agent shall communicate, in a manner reasonably acceptable to Blue Cross, with Blue Cross’ compliance officer and the Blue Cross contact for the Agreement as reasonably required.

XIII. CONTRACTS WITH DOWNSTREAM ENTITIES

The following provisions apply to Agent’s delivery of the Services:

A. Agent shall contractually obligate any providers, contractors and subcontractors Agent utilizes in the delivery of the Services to comply with all applicable laws, including all requirements relating to activities performed outside the United States (offshore contracting) and other requirements imposed by CMS in call letters or other sub-regulatory guidance for which Agent has a compliance obligation under this Addendum. 42 C.F.R. §§ 422.504(i)(4)(v), 423.505(i)(4)(iv).

B. Agent shall not hold enrollees liable for any amounts that are the legal obligation of Blue Cross. 42 C.F.R. §§ 422.504(i)(3)(i), 423.505(i)(3)(i).

C. Agent shall contractually obligate any providers, contractors and subcontractors Agent utilizes in the delivery of the Services to comply with the same conditions and restrictions that are applicable to Agent under this Addendum. 42 C.F.R. §§ 422.504(i)(3)(iii), 423.505(i)(3)(iii).

D. If Blue Cross delegates to Agent the function of selecting providers, contractors or subcontractors, Blue Cross retains the right to approve, suspend, or terminate any arrangement between Agent and a selected provider, contractor or subcontractor. 42 C.F.R. §§ 422.504(i)(5), 423.505(i)(5).

E. Agent shall not provide any financial incentive to a provider based solely on the number of enrollee services that the provider has denied, limited or discontinued.

XIV. OFFSHORING

A. Offshoring, Defined. The term “offshore” or “offshoring” means any location that is not one of the fifty United States, the District of Columbia, or one of the United States Territories (American Samoa, Guam, Northern Marianas, Puerto Rico, and Virgin Islands). This may include either American-owned companies with certain portions of




their operations performed outside of the United States or foreign-owned companies with their operations performed outside of the United States. For purposes of clarity, services will be considered “offshore” if performed by an American-owned company that performs the services outside of the United States. It is considered “offshoring” if services will be performed by workers located in offshore countries, regardless of whether the workers are employees of American or foreign companies.

B. Restrictions. Agent shall not perform any function, activity or service under the Agreement, in whole or in part, offshore without the prior written consent of Blue Cross. Agent shall not, in connection with any function, activity or service related to the Agreement, directly or indirectly contract with, or change the functions currently performed by, any person or entity to fulfill any of Agent’s obligations under the Agreement, in whole or in part, where such entity is located or may perform such services offshore, without the prior written consent of Blue Cross. Any consent required pursuant to this paragraph must be obtained at least ninety (90) days in advance of any proposed offshoring of services, unless Blue Cross agrees in writing to a shorter period of time. Within that ninety (90) day period, or such shorter timeframe as may be reasonably specified by Blue Cross and necessitated by the circumstances, and in advance of entering into any arrangement with any offshore person or entity to fulfill any of Agent’s obligations under the Agreement, Agent must provide Blue Cross with a description of the following: (i) the Protected Health Information (PHI) or Electronic Protected Health Information (EPHI) (as those terms are defined by 45 C.F.R. 160.103) that Agent proposes to provide to such person or entity; (ii) why providing PHI or EPHI is necessary to accomplish Agent’s objectives; and (iii) alternatives considered to avoid providing PHI or EPHI to such person or entity, and why each alternative was rejected.

C. Requirements for Offshored Services; Subcontracting. In the event that Blue Cross consents in writing to any proposed offshoring of services by Agent, Agent hereby acknowledges and agrees that Agent must ensure, prior to commencing any such offshoring of services, that the following are in place: (i) policies and procedures that ensure Medicare beneficiary PHI and other personal information remains secure, the existence of which have been verified by Agent; (ii) mechanisms to ensure that those policies and procedures are continually updated as appropriate and in compliance with CMS requirements; (iii) mechanisms to ensure that offshore access to Blue Cross Medicare data not associated with the Agreement is prohibited; and (iv) written arrangements that specifically govern the use and disclosure of PHI and EPHI and that comply with the requirements set forth at 45 CFR 164.504(e). Agent shall further ensure that any person or entity with whom Agent contracts to perform services offshore on Agent’s behalf pursuant to the Agreement shall be subject to requirements at least as stringent as those set forth in this section and shall further ensure that any such arrangement (i) includes all required Medicare Part C and D language (e.g., record retention requirements, compliance with all Medicare Part C and D requirements, etc.), and (ii) has policies and procedures in place that allow for immediate termination of the subcontract upon discovery of a significant security breach. Blue Cross may require that Agent provide sufficient evidence that the requirements set forth above in paragraphs (b) and (c) are met prior to granting its consent to any proposed offshoring of services by Agent pursuant to this Section XIV.

D. Audits; Attestations. Agent shall annually audit any person or entity with whom Agent contracts to perform services offshore on Agent’s behalf pursuant to the Agreement to validate compliance with applicable law, CMS sub-regulatory guidance and specifications, and the requirements set forth above in paragraphs (b) and (c), and shall use the results of such audits to evaluate the continuation of its relationship with the




offshore subcontractor. Agent shall share the results of such audits with Blue Cross and CMS upon request. Further, Agent shall cooperate with Blue Cross and submit specific subcontractor information required by Blue Cross to the extent required to fulfill CMS reporting requirements, including details of safeguards to protect PHI/EPHI and the auditing and monitoring Agent performs and has performed on such subcontracted entities. Agent will complete such attestations and certifications as Blue Cross may require certifying as to Agent’s compliance with the requirements of this Section XIV.

XV. TERMINATION OF AGREEMENT FOR BREACH

The Parties specifically acknowledge and agree that a material breach of this Addendum shall be considered a material breach of the Agreement. For purposes of this Addendum, a determination by CMS or Blue Cross that Agent has not satisfactorily performed its obligations under the Agreement, failed to maintain compliance or engaged in Fraud, Waste or Abuse constitutes a material breach of the Agreement. 42 C.F.R. §§ 422.504(i)(4)(ii), 423.505(i)(4)(ii). In lieu of termination of the Agreement, CMS or Blue Cross may determine that Blue Cross shall in-source certain services and Agent shall cooperate in good faith to accomplish such in-sourcing according to the timelines specified by CMS and Blue Cross.

XVI. ADDITIONAL CONTRACT TERMS REQUIRED BY CMS

This Addendum will automatically amend to include terms and conditions necessary to address additional contract terms required by CMS or other applicable law. Any such amendment of this Addendum shall be implemented pursuant to the process set forth in the Agreement for amendments. Upon the compliance date of any final regulation or amendment to final regulation promulgated by HHS that affects the requirements set forth in this Addendum, this Addendum will automatically amend such that the obligations imposed on Agent remain in compliance with the final regulation or amendment to final regulation, unless any party elects to terminate the Agreement and this Addendum as permitted pursuant to the Agreement. 42 C.F.R. §§ 422.504(j), 423.505(j).

XVII. SURVIVAL

To the extent Agent performs any Services following the expiration or termination of the Agreement in connection with Agent’s performance any transition services, this Addendum shall continue to apply to Agent for so long as Agent performs the Services. Otherwise, Sections I, V, VI, VII, VIII, X and XI of this Addendum shall survive the expiration or termination of the Agreement and this Addendum.

XVIII. TERMINATION OF CMS CONTRACT

In the event the Medicare contract between CMS and Blue Cross is terminated or non-renewed, the contract between Agent and Blue Cross will be terminated with respect to the affected Services or if all Services are affected, then in its entirety, unless Agent and Blue Cross agree to the contrary. Such termination shall be carried out in accordance with the termination requirements stated in 42 C.F.R. §§ 422.506, 422.510 and 422.512, as applicable.

XIX. CHANGE TO SERVICES

In the event of any change in the Services, the parties will consider whether changes to this Addendum are necessary in connection with the updated Services. If Blue Cross reasonably determines that such changes are necessary, the parties shall execute an updated Addendum incorporating such changes.


EXHIBIT C: AFFORDABLE CARE ACT

Contract Version 2014-05 Contractor Agreement Page C–1


I. MNSURE

MNsure (the Minnesota Online Health Insurance Marketplace or “Exchange”) operates in accordance with the requirements of state and federal laws, regulations, and sub-regulatory guidance. MNsure policies and processes are subject to change in accordance with those requirements. Agency and its Agents must at all times comply with requirements of state and federal laws, regulations and sub-regulatory guidance, and applicable MNsure policies and procedures, in performing services in support of Blue Cross Products sold through MNsure.

A. Definitions

1. Exchange means a governmental agency or non-profit entity that meets the applicable standards of 45 C.F.R. Part 155 and makes Qualified Health Plans available to qualified individuals and/or qualified employers.

2. Navigator means an individual or entity that is certified and has completed all training and testing required by an Exchange to help consumers complete applications to establish eligibility for and enroll in coverage through Exchanges, including help in applying for insurance affordability programs. Navigators also provide outreach and education to consumers to raise awareness about Exchanges and are funded through state and federal grant programs.

3. Qualified Health Plan means a health plan that is certified by an Exchange to sell products through the Exchange.

B. MNsure Agent Certification

1. Agents who sell Blue Cross Products through MNsure must be certified by MNsure and complete any training required by MNsure prior to engaging in any sales activities related to Blue Cross Products sold through MNsure.

2. Blue Cross is not affiliated with the MNsure Agent certification process described in this Exhibit.

C. Navigators

1. MNsure conducts certification for Navigators. Navigators are certified by MNsure in accordance with state and federal law, regulations and sub-regulatory guidance, and policies and guidelines as determined by MNsure. Blue Cross is not affiliated with the MNsure certification process for Navigators.

2. Agency, Agents, Service Staff and any other Agency employees or contractors shall not serve as Navigators.

D. Internet Website Of Agency Or Agent

1. Agent must obtain Blue Cross’ written consent prior to using or permitting the use of any internet web site of Agency or any Agent to assist Individuals in completing selection of a Blue Cross Product sold through MNsure. In any event, Agent shall not use any internet web site of Agency or any Agent except as permitted by applicable law, regulations and sub-regulatory guidance.



Contract Version 2014-05 Contractor Agreement Page C–2

2. To the extent Blue Cross provides consent for the Agency or any Agent to use an internet web site of Agency or any Agent to complete the selection of a Blue Cross Product sold through MNsure, Agency and/or Agent, as applicable, must comply with 45 C.F.R. 155.205 & 155.220, and any other applicable federal and state laws, regulations and sub-regulatory guidance.

E. Termination Of Agency Agreement With HHS. In the event that Agent’s agreement with the U.S. Department of Health and Human Services (or its designee) (“HHS”) with respect to a federally-facilitated or state-partnership Exchange is terminated for cause (where, for instance, HHS determines a specific finding of noncompliance or pattern of noncompliance is sufficiently severe, including e.g., violation of state law applicable to agents/brokers, as described at 45 C.F.R. 155.220), Agent must promptly notify Blue Cross, and in any event within one (1) calendar day of the date Agent receives notice of such termination from HHS (or its designee), regardless of whether Agent has requested or intends to request reconsideration of a termination decision.

651.739.2010 www.LeClairGroup.com 877.532.5247

I (we) hereby authorize LeClair Corporation, hereinafter called COMPANY, to initiate credit entries to my

(our) Checking Account or Savings Account (select one) indicated below at the depository

financial institution name below, hereinafter called DEPOSITORY, and to credit the same to such

account. I (we) acknowledge that the origination of ACH transactions to my (our) account must comply

with the provisions of U.S. law.

Authorization Agreement for Direct Deposits

Company Name: LeClair Corporation

Depository Financial Institution Name _______________________________________________________

Routing Number _______________________________________________________________

Account Number _______________________________________________________________

This authorization is to remain in full force and effect until COMPANY has received written

notification from me (or either of us) of its termination in such time and in such manner as to

afford COMPANY and DEPOSITORY a reasonable opportunity to act on it.

Name(s) ______________________________________________________________________

Email _________________________________________________________________________

Date _________________ Signature ___________________________________________

Date _________________ Signature ___________________________________________

Please attach a voided check or savings deposit slip below.

651.739.2010 www.LeClairGroup.com 877.532.5247

Please indicate below the name and address you would like your commission payable to:

Name ________________________________________________________________________________

Business Address ______________________________________________________________________

City, State Zip _________________________________________________________________________

Federal ID# or Social Security # ___________________________________________________________

________________________________________

Print Name

________________________________________

Agent Signature

________________________________________

Date

Assignment of Commission

Form W-9(Rev. August 2013)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

Pri

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pe

See

Sp

ecifi

c In

stru

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age

2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶

Other (see instructions) ▶

Exemptions (see instructions):

Exempt payee code (if any)

Exemption from FATCA reporting code (if any)

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

City, state, and ZIP code

Requester’s name and address (optional)

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

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

Social security number

– –

Employer identification number

–

Part II CertificationUnder penalties of perjury, I certify that:

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

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal RevenueService (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I amno longer subject to backup withholding, and

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

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding 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 retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign Here

Signature of U.S. person ▶ Date ▶

Cat. No. 10231X Form W-9 (Rev. 8-2013)

Thrivent Sales Agent Appointment Checklist · A. “Agency” is a person, partnership, company, or...

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Transcript of Thrivent Sales Agent Appointment Checklist · A. “Agency” is a person, partnership, company, or...