Golden Outlook Prospective Agent Application

Please enter your full legal name ONLY in this field.

Do not enter your DBA name in this field.  You can assign your commissions to your DBA by completing the Assignment of Commissions Form located on page 3 of this onboarding application.

A current, full, and accurate agent business address is required to complete this form. Please provide your current, full, and accurate business address.

Each agent must have their own unique email address.

A current, full, and accurate agent home address is required to complete this form. Please provide your current, full, and accurate home address.

Social Security numbers entered do not match. Please re-enter both numbers in the fields above.

Look Up Your NPN 

Your National Producer Number (NPN) is required to complete this application. Select the link below to search for your NPN. Once you retrieve your NPN, please return to this page to complete your onboarding application.

Look Up Your NPN Here

National Producer Numbers entered do not match. Please re-enter both numbers in the fields above.

Resident state must match the agent's home address or business address state. Please validate that your resident state is correct. If your resident state is correct, please contact your agency to discuss.

I hereby represent that the information I have provided above is complete, truthful and accurate. Furthermore, I hereby represent that I am not prohibited from transacting the business of insurance for any reason by any state or federal law or by any regulatory body. I understand that Golden Outlook Insurance Services, Inc. and its affiliates will rely upon the information I have provided in this application and may, at its sole discretion, terminate or rescind our resulting business relationship if any of the information I have provided is inaccurate.

Please select each carrier that you are requesting an initial appointment with. Once onboarded with Golden Outlook Insurance Agency, an appointment request will be submitted to the carrier(s) if your upline agency is currently onboarded with the carrier.

 Please note: Contact your agency's assigned territory manager for further assistance if:

1. There is a carrier you are interested in appointing with that is not on the list above
2. You are already appointed with the carrier and need to transfer your appiontment to Golden Outlook Insurance Agency.

If and when Golden Outlook Insurance Services, Inc. ("Golden Outlook") owes me compensation because I have sold or secured the sale of insurance products of Golden Outlook and the carriers for which it does business, or for any other reason, I (the undersigned "Assignor") do not wish to receive that compensation, but instead assign it to, and direct Golden Outlook to pay it to, the person or entity listed below as Assignee:

Writing Agent Commission Assignment

Please fill out the following if assigning to someone other than your agency or yourself

The Social Security or Tax ID numbers entered do not match. Please re-enter both numbers.

The NPN numbers entered do not match. Please re-enter both numbers.

This Assignment applies to all monetary compensation, including commissions, monetary bonuses, monetary incentives/prizes and is effective for business written after the date this form is processed.

I understand and agree that:

1. Payments made by Golden Outlook pursuant to this Assignment fully discharge all of Golden Outlook's financial obligations to me under any compensation arrangement between us.

2. This Assignment is subject to, and does not affect, any terms and conditions of any such compensation arrangements, except as specifically provided herein.

3. This Assignment is subject to applicable state and federal laws regarding assignment of commissions by insurance products (by whatever name called Golden Outlook will not be bound by this Assignment in an instance in which it believes applicable law prevents it from paying the Assignee, and then it may pay the person or entity that it, in its sole discretion, determines to be appropriate under the circumstances.

4. This Assignment shall remain in effect, and is binding on both myself and Golden Outlook, until revoked. I may revoke this Assignment by sending written notice to Golden Outlook. Such revocation will only apply to business written after the effective date of the revocation, and this Assignment will remain in effect for business written for Golden Outlook prior to that date. Revocation will be effective on the later of the date I request, or not later than thirty (30) days after Golden Outlook's receipt of the notice.

5.This Assignment does not apply to non-monetary incentives or prizes (e.g. merchandise, trips, non-cash incentives, awards, contest results, or any other non-cash remuneration

AGENT AGREEMENT
 

This Agent Agreement (“Agreement”) is entered into, by and between Golden Outlook Insurance Services, Inc., a California corporation, on behalf of itself and its affiliates (“Golden Outlook”) and the undersigned agent(“Agent”).  Golden Outlook and Agent may be referred to in this Agreement collectively as “the parties” or separately as a “party.” In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

 1. Responsibilities of Agent
 

1.1. General.  Golden Outlook authorizes Agent to solicit applications for insurance policies with respect to appointed and certified carriers (“Carriers”) and the Carriers’ products as defined by Golden Outlook.  Agent will not have authority to act on behalf of Golden Outlook except as expressly provided in this Agreement. 

 1.2. Licenses Required.

 (a)          During the term of this Agreement, Agent shall have and maintain all required licenses and approvals and be in good standing in all states where Agent  conducts their business.  Upon request, Agent shall provide copies of all such licenses to Golden Outlook.  Agent may not solicit applications for insurance policies without being duly licensed and appointed. 

(b)          In the event that any of Agent’s licenses expire or are cancelled, revoked, suspended, or any other action by a governmental agency is taken against Agent, Agent shall immediately notify Golden Outlook of the complete details thereof.  If Agent was not duly licensed and appointed at the time any business was submitted or at any point thereafter, in Golden Outlook’s sole discretion, Agent may be required to forfeit all commissions, earned or unearned, on policies effective as of the date of such cancellation, revocation, expiration, suspension or other action.  Agent acknowledges that policies may only be written and commissions received in the states in which Agent is duly licensed and appointed.

 1.3.  Marketing.  Agent agrees to only use marketing materials that comply with all applicable laws, including all federal laws and regulations, CMS requirements and Carrier requirements.  Agent additionally agrees that Agent will not use Golden Outlook branded materials without prior written approval from Golden Outlook. 

1.4.  Compliance with Carrier and Golden Outlook Requirements.  Agent shall comply with all published Carrier and Golden Outlook policies, rules, procedures, business guidelines and regulations, regarding quotes, underwriting criteria, benefit presentation, training, application completion and submission, Carrier contracting/appointment requirements, as well as any other policies that any Carrier or Golden Outlook may adopt.  Such requirements may be modified by Golden Outlook or the applicable Carrier in their sole discretion at any time.  Failure to comply with such requirements will result in termination for cause pursuant to Section 8.2.

 1.5.  Books and Records.  Agent agrees to maintain adequate books and records related to the services provided hereunder, in accordance with prudent standards of insurance record keeping, for a period of ten (10) years after termination of any policy written under this Agreement and to keep such books and records confidential.  Golden Outlook may inspect and examine all books and records of Agent which relate to the policies supporting all business produced by Agent at any time during the term or after the termination of this Agreement. 

 1.6. Agent of Record.  For purposes of the business produced under this Agreement, Agent must list Golden Outlook or the applicable affiliate in the Agent’s hierarchy in the Carrier contract.  Agent shall be responsible for ensuring that all applications submitted under this Agreement use the agent writing number assigned by the Carrier and affiliated with Golden Outlook.

1.7 Compliance.  Agent will comply with all applicable laws and regulations imposed by regulatory and governmental authorities, will promptly notify Golden Outlook of any complaints, lawsuits, orders, administrative proceedings, licensure matters and other inquiries received from such authorities or from policyholders relating to applications

1.8. Federal Crime Control and Law Enforcement Act.  By signing this Agreement, Agent certifies that Agent has not been convicted of any criminal felony involving dishonesty or breach of trust and has not been convicted of an offense under the Violent Crime Control and Law Enforcement Act of 1994.  Agent agrees to notify Golden Outlook, in writing, immediately upon receiving notice of any misdemeanor or felony charges or any actions including, but not limited to, convictions by any court, governmental authority for commission of any act involving fraud, dishonesty, breach of trust, theft, misappropriation of money, or breach of any fiduciary duty of Agent.

2.  Limitation of Authority.  Agent acknowledges and agrees that Agent and its employees, and representatives are free from the control of Golden Outlook in the performance of the duties under this Agreement and that Golden Outlook will not exert control over the manner, method, location, duration, day or time that work is performed.  However, subject to the foregoing, Agent and its employees, and representatives shall not, under any circumstances:

2.1.  Approve or purport to approve applications for policies;

2.2. Evaluate or accept risks for or on behalf of Golden Outlook or any Carrier;

2.3. Pass upon the insurability of an applicant or prospective policyholder;

2.4. Act for, speak for, or bind Golden Outlook or any Carrier in any way;

2.5. Make, alter, waive, amend, or modify in whole or part any policy or application, proposal, quotation, correspondence, offer or other related materials, or waive, release, compromise or settle any of Golden Outlook’s or any Carrier’s rights, remedies, conditions, limitations, exclusions or requirements;

2.6. Collect or receive premiums on policies, except as authorized by Golden Outlook and the applicable Carrier for initial premium payment;

2.7. Endorse, cash, negotiate or deposit any checks or drafts payable to Golden Outlook or a Carrier;

2.8. Open any bank account or trust account on behalf of, for the benefit of, or containing the name of Golden Outlook or any Carrier or any similar name;

2.9.  Advertise or publish anything which uses any of the names, product names, trademarks, service marks, registered marks, designs or logos of Golden Outlook, any Carrier or their respective affiliates without the express prior written consent of Golden Outlook which may be granted or withheld in its sole discretion;

2.10. During the term of this Agreement and for two (2) years thereafter, directly or indirectly induce, cause or endeavor to induce or cause any agency, agent, producer, or broker under separate contract with Golden Outlook, to terminate, default, breach or alter its contract with Golden Outlook;

2.11. During the term of this Agreement and for two (2) years thereafter, directly or indirectly induce, cause or endeavor to cause any policyholder to cancel, surrender, terminate, exchange, replace or lapse a policy;

2.12. Engage in any unfair or deceptive trade practices or any conduct that might cause damage to the goodwill and/or business reputation of Golden Outlook or any Carrier;

2.13. Cause any application to be submitted to Golden Outlook or Carrier without completely and accurately answering all application questions or by omitting any facts related to the Agent by the applicant;

2.14. Allow any person who is not duly licensed and located onshore to submit any application or enroll a consumer in any product; 

2.15. Offer to extend the time for payment of any premium; or

2.16 Do or perform any other act or thing related to the policies, premiums or applications except as expressly authorized herein.

3. Carriers

3.1. Carrier Control. Carriers have the sole discretion to appoint, refuse to appoint, discontinue or terminate the appointment of Agent. Golden Outlook shall not be liable or responsible for any loss of commissions, or for any other claim arising out of any adjustment, compromise, or cancellation made by a Carrier to any policy sold by Agent, or out of any failure by a Carrier to collect all or any part of the premium owed by such individual members. If a Carrier, for any reason, refunds premiums upon which Agent would otherwise be entitled to commissions under this Agreement, Agent shall repay Golden Outlook all amounts previously received by Agent related to such premiums.

3.2. Inadvertent Receipt of Premium Payments. If Agent for any reason receives any funds meant for the account of a Carrier, no later than the next business day following receipt of such funds, Agent shall: (a) transmit such funds to the applicable Carrier; or (b) deposit such funds in a trust account in a state or federal bank authorized to do business in this state and insured by an appropriate federal insuring agency.

3.3. Plan offerings, premiums, benefits. Carriers have the sole right to determine which plan offerings, if any, are available within each state and to discontinue such plan offerings in their sole discretion. Additionally, Carriers have the sole right to determine benefits, interpret covered benefits, set premium amounts, enforce underwriting criteria, waive or change terms or conditions regarding applications eligibility or enrollment. Carriers have the sole authority to accept or decline applications.

3.4.Training and Certification. Carriers have the sole responsibility to require and conduct training and certification, including all compliance requirements. In addition, Golden Outlook may, but is not obligated to, make training events and materials available to Agent.

4.1.Payment of Commissions. As full compensation for the services Agent performs under this Agreement, Golden Outlook will pay Agent a commission according to the commission schedule, unless carrier pays Agent directly. Commission will be based on the total amount of commissions received by Golden Outlook from Carrier for policies issued on applications submitted by Agent under this Agreement.

4.2. Commission Changes. Golden Outlook may modify or amend the commission schedules in its sole discretion at any time without prior notice to Agent. If Carrier reduces commission due to Golden Outlook for a policy for which premiums have been accepted, Agent's commission will be reduced by an amount proportional to the amount of reduction by such Carrier

4.3. Timing of Payments. Commissions will be paid after commissions and commission statements are received by Golden Outlook from a Carrier. Such amounts, if any, will be paid to Agent no later than thirty (30) days after the end of the month in which the commission payments are received by Golden Outlook, as long as Golden Outlook has validated the enrollment from Agent. Golden Outlook reserves the right to accrue and defer, on an annual basis, payment of commissions until a minimum of $250.00 becomes due to Agent, which amount Golden Outlook may adjust in its sole discretion upon providing notice to the Agent.

4.4. No Rebates. Agent shall not rebate any portion of the commissions it receives from Golden Outlook or any Carrier to any policyholders. In addition, Agent shall not provide any financial or other incentive to any policyholder. Failure to abide by this section is grounds for immediate termination for cause of this Agreement pursuant to

4.5. Duration of Payments. Commissions will be paid on policies solicited by Agent and accepted by a Carrier provided that: (a) Agent complies with all obligations under this Agreement; (b) the policy originally solicited by Agent and accepted by a Carrier remains in full force and effect; (c) Agent continues to be recognized as the agent of record by the policyholder and the Carrier; and (d) Golden Outlook receives commission payments and statements from the Carrier, unless such Carrier pays Agent directly. If this Agreement is terminated for cause pursuant to Section 8.2, payment of all future commissions will be forfeited.

 4.6. Suspension of Payments. Upon request, Agent shall provide a copy of their current license(s) and errors and omissions insurance renewal information to Golden Outlook. Failure to provide such information shall result in the suspension of commission payments or termination of this Agreement, in Golden Outlook's sole discretion. Golden Outlook may reinstate commission payments after forfeiture. Golden Outlook may condition such reinstatement on additional terms and conditions. Commissions will not be paid retroactively for any suspension period or for any period of lapse in licensure or errors and omissionsinsurance

4.7. Reimbursements. In the event any policy or policies are subsequently rescinded, replaced or cancelled and premiums previously paid are refunded, Agent shall pay an amount equal to any commissions previously paid or credited to Agent on such refunded premiums to Golden Outlook ("Reimbursements") promptly, but no later than fifteen (15) days after receipt of a request for such repayment. Furthermore, upon demand, Agent will reimburse Golden Outlook for any commissions erroneously paid to Agent for any reason, including but not limited to, payment resulting from clerical error. Golden Outlook reserves the right to collect Reimbursements by offsetting such amounts against commissions owed to Agent. Reimbursements which cannot be offset from such commissions will be due within fifteen (15) days after a request for repayment is made by Golden Outlook. If Golden Outlook incurs any costs in collecting Reimbursements from Agent, including but not limited to collection agency and attorneys' fees, Agent shall pay Golden Outlook's costs, as applicable.

4.8. Dispute of Payments. Agent must immediately review any commission statements issued to Agent by Golden Outlook and dispute incorrect payments received from Golden Outlook within ninety (90) days after the date of payment or the effective date of coverage, whichever is later. If no dispute is made in this time period, the amounts paid to Agent will be deemed conclusively correct and all rights regarding such commissions waived.

4.9. Renewal Commissions. Renewal commissions shall be paid to Agent for policies produced in accordance with the Carrier's commission policy during and after the term of this Agreement, unless the Agreement was terminated for cause pursuant to Section 8.2.

4.10. Back Charges. Agent acknowledges that pro-rata back charges from the Carrier will occur on any applications that do not remain enrolled for the entire twelve (12) months of the CMS year. In the event that Golden Outlook is back charged for any portion of the commission, the Agent will be back charged for their commission on that particular application.

4.11. Abandoned Policies. If for any reason the policies produced under this Agreement become Abandoned Policies (as defined below), Agent forfeits its right to any commissions due under this Agreement for each Abandoned Policy. Policies become Abandoned Policies if any of the following occur and remain unresolved for a period of six (6) months from the date of first occurrence: (a) commission check sent to Agent is returned due to invalid address or ACH deposit is returned due to improper bank account and routing information; or (b) email or phone request to Agent by Golden Outlook for policy assistance, claims information or updated Agent information is ignored or Agent is unresponsive.

4.12. Regulatory or Carrier Fees. In the event that Golden Outlook is required to pay fees to any regulator or Carrier related to Agent's relationship with Golden Outlook or its provision of services under this Agreement ("Charges"), Agent shall reimburse Golden Outlook for such Charges, in Golden Outlook's sole discretion. Golden Outlook reserves the right to collect Charges by offsetting such amounts against compensation owed to Agent.

5. Indemnity. Agent shall indemnify, defend, and hold harmless Golden Outlook and its affiliates, shareholders, directors, officers and employees, from any and all demands, claims, penalties, fines, actions, losses, damages, liabilities, causes of actions, costs and expenses, including reasonable attorneys' fees, settlement payments, judgments and fines ("Claims"), to the extent allowed by law, incurred or assessed against Golden Outlook and its affiliates arising out of or resulting from any act, misrepresentation, error or omission made in connection with the performance of this Agreement (together with all Exhibits), any default or breach by Agent under this Agreement, or violation of any applicable law or regulation.  Agent further agrees to indemnify, defend and hold Golden Outlook harmless for any claims resulting from the malfunction of Golden Outlook’s technology, including, but not limited to its quoting software.  This provision shall survive termination of this Agreement for the applicable statute of limitations.

6. Confidentiality.  Agent agrees that the terms and conditions of this Agreement, and any information supplied to Agent by Golden Outlook, constitutes proprietary and/or confidential information of Golden Outlook and/or the Carriers, including, but not limited to agreements, commission and override rates, policies, contracts, intellectual property and tools, and rating and underwriting guidelines.  Agent will: (a) maintain the strict confidentiality of such proprietary, trade secret, and/or confidential information; (b) refrain from disclosing such proprietary, trade secret, and/or confidential information to any third party; and (c) not use such proprietary, trade secret, and/or confidential information to the detriment of Golden Outlook or any Carrier, or for commercial benefit except as otherwise provided for in this Agreement.  At Golden Outlook’s request, Agent will return or destroy any confidential information in their possession.  This provision survives the termination of this Agreement. 

 7.  Errors and Omissions Insurance.  At all times during which this Agreement is in force, Agent agrees to maintain, at their own expense, errors and omissions insurance covering Agent, issued by an insurance carrier reasonably acceptable to Golden Outlook.  Such insurance shall be written on an occurrence basis in an amount acceptable to Golden Outlook.  A copy of such policy shall be furnished to Golden Outlook upon request.  Agent further agrees to provide Golden Outlook immediate notice in writing in the event such insurance is cancelled, suspended, lapses or changes in any material way, including but not limited to a change in the amount of insurance.

 8. Termination. 

9.1. Termination without Cause.  Either party may terminate this Agreement at any time, for any reason, by providing thirty (30) days prior written notice of termination to the other party. 

9.2.  Termination with Cause.  Golden Outlook may terminate this Agreement immediately upon providing written notice to Agent if:

 (a)  Agent or any of its employees, or representatives breaches any provision of Section 2 of this Agreement or otherwise commits any fraudulent, dishonest or illegal act;

(b)  Agent misappropriates funds from any applicant or policyholder or from Golden Outlook or a Carrier;

(c)  Agent or any of its employees, or representatives interferes with the collection of renewal payments;

(d) Agent or any of its employees, or representatives engages in any fraudulent, dishonest, defamatory, deceptive or unlawful act or omission which could or tends to negatively impair the reputation or goodwill of Golden Outlook or a Carrier;

(e) Agent is unable or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of creditors;

(f)  Agent’s insolvency, appointment of a receiver, bankruptcy, dissolution, or other termination or change of the business entity.

(g) Agent materially breaches any provision of the Agreement or defaults under the Agreement;

(h) Agent or any of its employees, or representatives writes business for / or directly with another field marketing organization for the products listed in the commission schedule or writes business directly with a Carrier for any business listed in the commission schedule;

(i)  Agent or any of its employees, or representatives violates or is alleged to have violated any applicable state or federal statute, law or regulation;

(j) Agent loses one or more licenses to sell insurance, whether by suspension, revocation, non-renewal, or otherwise; or

(k) Agent merges with, or is acquired by, a competitor of Golden Outlook or any of its affiliates or a competitor of  Golden Outlook acquires substantially all of the assets of Agent (a competitor for purposes of this provision includes any entity or its affiliates that, in the ordinary course of its business, is in direct or indirect competition with Golden Outlook).

Golden Outlook reserves the right to revise a termination without cause to a termination for cause by providing written notice to the Agent, if warranted by facts and circumstances learned by Golden Outlook or any Carrier after termination without cause.

 9. Mandatory Mediation and Binding Arbitration.

9.1. Mandatory Mediation. Except as otherwise provided in this Agreement, all claims, disputes, and controversies arising out of or in any manner relating to this Agreement, or any other Agreement executed in connection with this Agreement, or to the performance, interpretation, application or enforcement hereto including, but not limited to, breach hereof (in each case, "Dispute"), shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration, and any suit, action or arbitration shall be barred unless mediation has been attempted in good faith. If there is a Dispute, the party claiming the existence of a Dispute must make written demand for mediation prior to instituting a lawsuit, action or arbitration proceeding.

No other persons or entities shall be parties to the mediation, regardless of whether the other persons or entities are related or connected, and regardless of whether the other persons or entities were in any manner connected to or involved in the events giving rise to the Dispute. No mediation commenced hereunder may be consolidated or joined with any other mediation, regardless of whether the other mediation arises from the same transaction or relate to the same subject matter.

The mediation shall be conducted in Hennepin County, Minnesota. Each party shall bear its own expenses incurred as a result of submitting the matter to mediation with the expense of the mediator borne equally and in advance by the parties. Should a party fail to pay such fees in advance, such mediation and arbitration shall be abated until a reasonable period of time after the cure of such non-payment by such party. The mediator shall be chosen by joint agreement of Golden Outlook and Agent. In the event an Agreement cannot be reached with respect to a mediator, either party may request that Judicial Arbitration and Mediation Services, Inc. or its successor ("JAMS") appoint a mediator. Selection of the mediator by JAMS shall be binding.

9.2. Mandatory Binding Arbitration. SHOULD MEDIATION BE UNSUCCESSFUL, IT IS AGREED THAT THE DISPUTE SHALL

BE SUBMITTED TO BINDING, NON-APPEALABLE ARBITRATION AND THAT SUCH ARBITRATION SHALL BE GOVERNED BY THE MINNESOTA ARBITRATION ACT. SUCH ARBITRATION MUST BE COMMENCED, IN ACCORDANCE WITH THE PROCEDURES HEREIN, NO LATER THAN ONE YEAR FROM THE DATE OF THE ALLEGED BREACH OR OCCURRENCE RESULTING IN THE DISPUTE. IF THE ARBITRATION IS NOT COMMENCED WITHIN SAID ONE YEAR PERIOD, ALL CLAIMS ASSERTED THEREIN SHALL BE BARRED AS UNTIMELY, AND THE ARBITRATORS SHALL IMMEDIATELY DISMISS THE PROCEEDING. AGENT AGREES THAT AGENT HAS RECEIVED SUFFICIENT CONSIDERATION FOR THIS MUTUAL ARBITRATION PROVISION.

Either party may within sixty (60) days from the date of such unsuccessful mediation (provided such date is within one (1) year from the date of the alleged breach or occurrence resulting in the Dispute), make a demand for arbitration by filing a demand in writing with the other party and serving the same by depositing it in the U. S. Mail, certified mail, return receipt requested. Golden Outlook and Agent shall each choose, within sixty (60) days after demand for arbitration is made, a former officer or executive of a life or health insurance company with a general understanding of the agent, agency and insurance company interrelationship as its arbitrator, and the two appointed arbitrators shall choose a third arbitrator possessing the same qualifications. Provided, however, after their respective selection and appointment all three (3) arbitrators shall serve prior to and after commencement of the arbitration hearing as neutral arbitrators in accordance with the duties and responsibilities of neutral arbitrators under the Commercial Rules of the American Arbitration Association. If either party fails to appoint an arbitrator within sixty (60) days after the written demand for arbitration is made, the party who has appointed an arbitrator may select the second arbitrator. If the two party arbitrators have failed within sixty (60) days to appoint the third arbitrator, either party may petition a District Court of Hennepin County, Minnesota for an order selecting the third arbitrator. All reasonable costs incurred as a result of obtaining the court order compelling appointment of an arbitrator shall be paid by the non‑complying party.

There shall only be two (2) parties to the arbitration proceeding, which shall be the two (2) signatories to this Agreement.  No other persons or entities shall be parties to the arbitration proceeding, regardless of whether the other persons or entities are related or connected, and regardless of whether the other persons or entities were in any manner connected to or involved in the events giving rise to the Dispute.  No arbitration proceeding commenced hereunder may be consolidated or joined with any other arbitration proceeding, regardless of whether the other arbitration proceedings arise from the same transaction or relate to the same subject matter.  Additionally, there shall be no right or authority for any Disputes to be arbitrated or decided on a class action basis.

 All arbitration hearings conducted hereunder, and all judicial proceedings to enforce any of the provisions hereof, shall take place in Hennepin County, Minnesota.  The hearing before the arbitrators of the matter to be arbitrated shall be at the time and place within said County as is selected by the arbitrators. Notice shall be given and the hearing conducted in accordance with the Uniform Arbitration Act.  After selection of the arbitrators as above provided, the arbitration hearing shall be conducted in accordance with the Commercial Rules of the American Arbitration Association.

The decision of any two (2) arbitrators with respect to a Dispute shall be binding and conclusive and non‑appealable and shall be submitted to the court for confirmation with the same effect as a judgment.  Each of the parties hereby irrevocably waives punitive, exemplary, consequential and other non‑compensatory damages in connection with any arbitration award with respect to any Dispute. 

The costs and expenses of arbitration, including the fees of the arbitrators, shall be borne by the losing party or in such proportions as the arbitrators shall determine. The successful party shall recover as expenses all reasonable attorneys’ fees incurred by said party in connection with the arbitration proceedings.

9.3. Exclusivity.  Each party agrees that compliance with the requirements of this Section 9 is a condition to its right to assert any claims with respect to a Dispute in any other forum, except only as set forth in Section 9.4 below. 

 9.4.  Exceptions.  Notwithstanding any other provision of this Agreement, Golden Outlook may enforce Agent's compliance with any restrictive covenant, policy replacement prohibition, confidentiality provision or trade secret provision contained in this Agreement to the fullest extent permitted by law by seeking any remedy available at law or in equity, including but not limited to obtaining a temporary restraining order or injunction, without having to mediate and/or arbitrate, and without need to post a bond to do so.  In addition, nothing contained in this Agreement shall in any manner limit Golden Outlook’s rights to recover through legal process all amounts due to Golden Outlook.  Agent agrees that Agent is not excused from complying with any provision of this Agreement because of any claim Agent may have against Golden Outlook.

 10. General Terms.

10.1. Change in Control Notice.  Agent must provide at least sixty (60) days prior notice to Golden Outlook of the closing date of any transaction described in this Section.  Upon request, and subject to any applicable confidentiality restrictions or obligations, Agent must provide Golden Outlook any and all information about the transaction that Golden Outlook reasonably requests.  Upon receipt of such notice from Agent, Golden Outlook may terminate this Agreement, in whole or in part, immediately by providing written notice to Agent.  If the Agreement is not terminated in its entirety, Golden Outlook must specify in its termination notice the portions hereof that shall be terminated in accordance with this Section.

 10.2. Independent Contractors.  In performance of this Agreement, Agent acknowledges that Agent is at all times acting as independent contractors and are not an agent of Golden Outlook.  Nothing in this Agreement will be construed or deemed to create an employer-employee, joint venture, or partnership relationship between Golden Outlook and Agent.  Agent will be solely responsible for all legally required tax withholding for Agent and Agent’s employees, solicitors and agents as well as for all expenses related to performance of any obligations under this Agreement and providing or obtaining benefits, including, but not limited to, insurance.

If Golden Outlook takes a position that Agent feels is contrary to Agent’s status as independent contractors or requires Agent to act in a way that is contrary to their status as independent contractors, Agent agrees to notify Golden Outlook immediately. 

10.3.  Assignment.  Agent may not, without express written consent of Golden Outlook, which will not be unreasonably withheld, assign any of its rights or responsibilities hereunder.  Golden Outlook may assign its rights hereunder in its sole discretion.  In the event of an assignment, this Agreement shall be binding upon and inure to the benefit of the parties’ respective successors, transferors, or assignees.

10.4.  Amendments.  Golden Outlook may amend this Agreement by providing notice of the amendment and its effective date to Agent thirty (30) or more days before the proposed effective date of such amendment.  The amendment will automatically become effective without Agent’s consent or written agreement unless Agent notifies Golden Outlook that Agent is terminating this Agreement before the effective date of the amendment.  Amendments made by Golden Outlook to comply with applicable laws or regulations shall become effective upon providing written notice to the Agent and shall be binding on Agent without Agent’s consent or written agreement.

10.5. Discontinuance of Policies.  Golden Outlook and the Carriers may discontinue, withdraw or replace any policy of coverage without incurring any liability. 

10.6. Governing Law.  This Agreement shall be governed and construed according to the laws of the state of Minnesota.

10.7. Severability.  If any part of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect.

10.8. Enforcement.  Failure to enforce any provision of this Agreement or to insist on strict compliance will not be construed as a waiver of such provision or any other rights, privileges or remedies. 

10.9.  Entire Agreement.  This Agreement and Exhibits attached hereto constitute the entire agreement between the parties relating to the subject matter contained in it and supersede all prior and contemporaneous agreements between the parties.  No modification or waiver of this Agreement shall be binding unless executed in writing by the parties.

10.10. Survivability.  Sections 1, 2, 3, 4, 5, 6, 8, 9, 10.3, 10.5 and 10.7  and any other provisions which, by their nature, should continue to exist following termination of this Agreement, shall survive the termination of this Agreement.

10.11.  Notice.  All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered to the party to whom notice is to be given either (a) by personal delivery (notice shall be deemed given on the date of delivery), (b) by Federal Express or other next day delivery service (notice shall be deemed given on the date of actual receipt), (c) by first class mail, postage prepaid certified or registered return receipt requested(notice shall be deemed given on the date of actual delivery), (d) by facsimile with confirmation of transmission (notice shall be deemed given on the date of the document confirming transmission), or (e) email delivery.

Either party may change its address as indicated above by giving written notice of such change to the other party in the manner specified in this Section.

The following Exhibits are incorporated herein by this reference and Agency agrees that by executing this Agreement they are also agreeing to abide by the following:

• Exhibit "A": HIPAA Business Associate Agreement
• Exhibit "B": Medicare Regulatory Addendum

The parties, by their properly authorized signatories, have caused this Agreement to be made effective as of the date this Agreement is executed by both parties below.

EXHIBIT "A"

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (this "Exhibit") is incorporated into and made part of the Agreement by and between Golden Outlook Insurance Services, Inc. ("Golden Outlook") and the undersigned ("Business Associate") and shall apply to the services provided by Business Associate pursuant to the Agreement.

WHEREAS, Business Associate may have access to, create, or receive Protected Health Information, on behalf of the services it performs for Golden Outlook and the Carriers, who are Covered Entities as defined by the Health Insurance Portability and Accountability Act of 1996;

WHEREAS, the parties wish to comply with HIPAA (as defined below) and the Gramm-Leach-Bliley Act ("GLBA"); and

WHEREAS, pursuant to HIPAA, all business associates of a Covered Entity must agree in writing to certain mandatory provisions regarding the privacy and security of Protected Health Information.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING, and the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 All capitalized terms used in this Exhibit not otherwise defined in this Exhibit have the meanings established in either the Agreement or for purposes of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended and supplemented by HITECH, as each is amended from time to time (collectively, "HIPAA" Tothe extent a term is defined in both the Agreement and in this Exhibit or in HIPAA, the definition in this Exhibit or in HIPPA, shall govern.

1.2 "Affiliate" shall have the meaning ascribed to it in the Agreement as well as, for purposes of this Exhibit only, any subsidiary of UnitedHealth Group Inc.

1.3 "Breach" means the acquisition, access, use or disclosure of PHI in a manner not permitted by the Privacy Rule that compromises the security or privacy of the PHI as defined, and subject to the exclusions set forth, in 45 C.F.R. § 164.402.

1.4 "Breach Rule" means the federal breach regulations, as amended from time to time, issued pursuant to HIPAA and codified at 45 C.F.R. Part 164 (Subpart D).

1.5"Compliance Date" means the effective date of the Agreement.

1.6 "Electronic Protected Health Information" or "ePHI" means PHI that is transmitted or maintained in Electronic Media.

1.7 "HITECH" means Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. §§ 17921-17954, and all associated existing and future implementing regulations, when and as each is effective.

1.8 "PHI" means Protected Health Information, as defined in 45 C.F.R. § 160.103, and is limited to the Protected Health Information received from, or received, maintained, created or transmitted on behalf of, the Golden Outlook (for itself and/or an applicable Covered Entity) by Business Associate in performance of the Services.

1.9 "Privacy Rule" means the federal privacy regulations, as amended from time to time, issued pursuant to HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A & E).

1.10 "Security Rule" means the federal security regulations, as amended from time to time, issued pursuant to HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A & C). 

1.11 "Services" as used in this Exhibit, means, to the extent and only to the extent they involve the receipt, creation, maintenance, transmission, use or disclosure of PHI, the services provided by Business Associate to Covered Entity as set forth in the Agreement.

2. RESPONSIBILITIES OF BUSINESS ASSOCIATE

With regard to its use and/or disclosure of PHI, Business Associate agrees to:

2.1 not use and/or further disclose PHI except as necessary to provide the Services, as permitted or required by this Exhibit, and in compliance with each applicable requirement of 45 C.F.R. § 164.504(e), or as otherwise Required by Law; provided that, to the extent Business Associate is to carry out a Covered Entity's obligations under the Privacy Rule, Business Associate will comply with the requirements of the Privacy Rule that apply to that Covered Entity in the performance of those obligations.

2.2 implement and use appropriate administrative, physical and technical safeguards and, as of the Compliance Date, comply with applicable Security Rule requirements with respect to ePHI, to prevent use or disclosure of PHI other than as provided for by this Exhibit, including at a minimum, but in any event not limited to, any safeguards set forth in the Agreement or other applicable contracts or agreements between the parties. For the avoidance of doubt, the requirements set forth in the Agreement or other applicable contracts or agreements between the parties do not limit in any way whatsoever Business Associate's obligations under this Section 2.2 to comply with applicable Security Rule requirements.

2.3 without unreasonable delay, and in any event on or before forty-eight (48) hours after its discovery by Business Associate, report to Golden Outlook in writing: (i) any use or disclosure of PHI not provided for by this Exhibit of which it becomes aware in accordance with 45 C.F.R. § 164.504(e2iiC); and/or (ii) any Security Incident of which Business Associate becomes aware in accordance with 45 C.F.R. § 164.314(a)(2)(i)(C).

2.4 without unreasonable delay, and in any event on or before forty-eight (48) hours after its Discovery by Business Associate, notify Golden Outlook of any incident that involves an unauthorized acquisition, access, use or disclosure of PHI, even if Business Associate believes the incident will not rise to the level of a Breach. The notification shall include, to the extent possible, and shall be supplemented on an ongoing basis with: (i) the identification of all individuals whose Unsecured PHI was or is believed to have been involved; (ii) all other information required for or requested by Golden Outlook (or the applicable Covered Entity) to perform a risk assessment in accordance with 45 C.F.R. § 164.402 with respect to the incident to determine whether a Breach of Unsecured PHI occurred; and (iii) all other information reasonably necessary to provide notice to the applicable Covered Entities individuals, HHS and/or the media, all in accordance with the Breach Rule. Notwithstanding the foregoing, in Golden Outlook's sole discretion and in accordance with its directions, and without limiting in any way any other remedy available to Golden Outlook at law, equity or contract, including but not limited to any rights or remedies the Golden Outlook may have under the Agreement, Business Associate (i) shall conduct, or pay the costs of conducting, an investigation of any incident required to be reported under this Section 2.4, (ii) shall reimburse and pay Golden Outlook for all expenses and costs incurred by Golden Outlook that arise from an investigation of any incident required to be reported under this Section 2.4 and (iii) shall provide, and/or pay the costs of providing, the required notices as set forth in this Section 2.4.

2.5 in accordance with 45 C.F.R. § 164.502(e1ii) and 45 C.F.R. § 164.308(b2), ensure that any subcontractors of Business Associate that create, receive, maintain or transmit PHI on behalf of Business Associate agree, in writing, to the same restrictions and conditions on the use and/or disclosure of PHI that apply to Business Associate with respect to that PHI, including complying with the applicable Security Rule requirements with respect to ePHI; provided that, in any event Business Associate shall require its subcontractors (and shall require those subcontractors to require their subcontractors) to report to Business Associate any use or disclosure of PHI or Security Incident required to be reported under Sections 2.3 and 2.4 on or before forty-eight (48) hours after its discovery by any of those subcontractors.

 2.6 make available its internal practices, books and records relating to the use and disclosure of PHI to the Secretary for purposes of determining the applicable Covered Entity's compliance with the Privacy Rule.

2.7 document, and within thirty (30) days after receiving a written request from Golden Outlook, make available to Golden Outlook information necessary for Golden Outlook or its applicable Covered Entity customer to make an accounting of disclosures of PHI about an Individual or, when and as requested by Golden Outlook, make that information available directly to an Individual, all in accordance with 45 C.F.R. § 164.528 and, as of the later of the date compliance is required by final regulations or the effective date of the Agreement, 42 U.S.C. § 17935(c).

2.8 provide access to Golden Outlook, within fifteen (15) days after receiving a written request from Golden Outlook, to PHI in a Designated Record Set about an Individual, or when and as requested by Golden Outlook, provide that access directly to an Individual, all in accordance with the requirements of 45 C.F.R. § 164.524, including as of the Compliance Date, providing or sending a copy to a designated third party and providing or sending a copy in electronic format in accordance with 45 C.F.R. § 164.524.

2.9 to the extent that the PHI in Business Associate's possession constitutes a Designated Record Set, make available, within thirty (30) days after a written request by Golden Outlook, PHI for amendment and incorporate any amendments to the PHI as requested by Golden Outlook, all in accordance with 45 C.F.R. § 164.526.

2.10 accommodate reasonable requests for confidential communications in accordance with 45 C.F.R. § 164.522(b), as requested by Golden Outlook or as directed by the Individual to whom the PHI relates.

2.11 notify Golden Outlook in writing within three (3) days after Business Associate's receipt directly from an Individual of any request for an accounting of disclosures, access to or amendment of PHI or for confidential communications as contemplated in Sections 2.7-2.10.

2.12 request, use and/or disclose only the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure; provided, that Business Associate shall comply with 45 C.F.R. §§ 164.502(b) and 164.514(d) as of the Compliance Date.

2.13 not directly or indirectly receive remuneration in exchange for any PHI as prohibited by 45 C.F.R. § 164.502(a)(5) (ii) as of the Compliance Date.

2.14 not make or cause to be made any communication about a product or service that is prohibited by 45 C.F.R. §§ 164.501 and 164.508(a)(3) as of the Compliance Date.

2.15 not make or cause to be made any written fundraising communication that is prohibited by 45 C.F.R. § 164.514(f) as of the Compliance Date.

2.16 mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate that is not permitted by the requirements of this Exhibit.

2.17 comply with all applicable federal, state and local laws and regulations, including encryption standards set by CMS for encryption of PHI.

2.18 not use, transfer, transmit or otherwise send or make available, any PHI outside of the geographic confines of the United States of America without Golden Outlook's advance written consent.

2.19 Government Program Requirements. To the extent that Business Associate receives, uses or discloses PHI pertaining to Individuals enrolled in managed care plans through which Golden Outlook or one or more of its Affiliates participate in government funded health care programs, receipt, use and disclosure of the PHI pertaining to those individuals shall comply with the applicable program requirements.

 2.20 Privacy and Safeguards for NPI. Business Associate understands and acknowledges that to the extent it is a nonaffiliated third party under the GLBA that creates or receives NPI from or on behalf of Golden Outlook or an Affiliate, Business Associate and its authorized representatives: (i) shall not use or disclose NPI for any purpose other than to perform its obligations under the Agreement; (ii) shall implement appropriate administrative, technical, and physical safeguards designed to ensure the security and confidentiality of the NPI, protect against any anticipated threats or hazards to the security or integrity of the NPI and protect against unauthorized access to or use of the NPI that could result in substantial harm or inconvenience to any consumer; and (iii) shall, for as long as Business Associate has NPI, provide and maintain appropriate safeguards for the NPI in compliance with this Exhibit and the GLBA.

2.21 Substance Use Disorder Information. Some of the PHI provided to Business Associate by a Golden Outlook or an Affiliate may be substance use disorder information subject to the confidentiality requirements set forth in 42 C.F.R. Part 2 ("Part 2 Records" Golden Outlook or an Affiliate hereby report, and Business Associates hereby acknowledges, that: (i) Golden Outlook or an Affiliate may act as a lawful holder of PHI that includes Part 2 Records; (ii) Golden Outlook or an Affiliate may disclose Part 2 Records to Business Associate for payment and/or health care operations activities; (iii) upon receipt of Part 2 Records, the Business Associate are fully bound by the requirements of42 C.F.R. Part 2 if applicable; (iv) 42 C.F.R. Part 2 prohibits unauthorized disclosure of Part 2 Records; and (v) this notice satisfies the requirements of 42 C.F.R. § 2.32 with respect to the Part 2 Records until such time as further guidance from the Secretary indicates otherwise. To the extent Business Associate receives Part 2 Records from Golden Outlook or an Affiliate, the following more restrictive terms also apply:

a. Business Associate shall not re-disclose Part 2 Records to a third party unless the third party is an agent or a contractor of the Business Associate who: (i) has agreed to be fully bound by 42 C.F.R. Part 2 upon receipt of Part 2 Records; (ii) is helping the Business Associate to carry out the requirements described in this Agreement (iii) has received notice that 42 C.F.R. Part 2 prohibits unauthorized disclosure of Part 2 Records; and (iv) has agreed to only further disclose the Part 2 Records: (a) to its subcontractors who have agreed to be fully bound by 42 C.F.R. Part 2 upon receipt of Part 2 Records; and (b) back to the Business Associate or the Golden Outlook or an Affiliate from which the Part 2 Records originated.

3.OTHER PERMITTED USES AND DISCLOSURES OF PHI

Unless otherwise limited in this Exhibit, in addition to any other uses and/or disclosures permitted or required by this Exhibit, Business Associate may:

3.1 use and disclose PHI, if necessary, for proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that the disclosures are Required by Law or any third party to which Business Associate discloses PHI for those purposes provides written assurances in advance that: (i) the information will be held confidentially and used or further disclosed only for the purpose for which it was disclosed to the third party or as Required by Law; and (ii) the third party promptly will notify Business Associate of any instances of which it becomes aware in which the confidentiality of the information has been breached.

4.  TERMINATION AND COOPERATION

4.1 Termination. If Golden Outlook knows of a pattern or practice of Business Associate that constitutes a material breach or violation of this Exhibit then Golden Outlook may provide written notice of the breach or violation to Business Associate and Business Associate must cure the breach or end the violation on or before thirty (30) days after receipt of the written notice. If Business Associate fails to cure the breach or end the violation within the specified timeframe, Golden Outlook may terminate this Exhibit and the Agreement.

Golden Outlook also may terminate this Exhibit and the Agreement to the extent that any of Golden Outlook's applicable Covered Entity customers terminates its agreement with Golden Outlook.

4.2 Effect of Termination or Expiration. Within thirty (30) days after the expiration or termination for any reason (or to any extent) of the Agreement and/or this Exhibit, Business Associate shall return or destroy all applicable PHI, if feasible to do so, including all applicable PHI in possession of Business Associate's subcontractors. To the extent return or destruction of the PHI is not feasible, Business Associate shall notify Golden Outlook in writing of the reasons return or destruction is not feasible and, if Golden Outlook agrees, may retain the PHI subject to this Section 4.2. Under any circumstances, Business Associate shall extend any and all protections, limitations and restrictions contained in this Exhibit to Business Associate's use and/or disclosure of any applicable PHI retained after the expiration or termination (to any extent) of the Agreement and/or this Exhibit, and shall limit any further uses and/or disclosures solely to the purposes that make return or destruction of the PHI infeasible.

4.3 Cooperation. Each party shall cooperate in good faith in all respects with the other party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry.

5 MISCELLANEOUS

5.1 Construction of Terms. The terms of this Exhibit to the extent they are unclear, shall be construed to allow for compliance by the applicable Covered Entity and Golden Outlook with HIPAA.

5.2 Survival. Sections 4.2, 4.3, 5.1, 5.2, and 5.3 shall survive the expiration or termination for any reason of the Agreement and/or of this Exhibit.

5.3 No Third Party Beneficiaries. Nothing in this Exhibit shall confer upon any person other than the parties and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

EXHIBIT "B"

MEDICARE REGULATORY ADDENDUM

This Addendum shall apply to the services provided by the undersigned ("Contractor") pursuant to the Agreement related to Carriers' Medicare Advantage Plans ("MA Plans") and Prescription Drug Plans ("PDP" With respect to the rendering of such services, the provisions of this Addendum shall prevail over any provision in the Agreement, which may conflict or appear inconsistent with any provision in this Addendum. Unless otherwise defined in this Addendum, all capitalized terms contained in the Addendum shall be defined as set forth in the Agreement.

1. Delegated Activities. The following shall apply with respect to any activities for which any Carrier is responsible under a Centers for Medicare and Medicaid Services ("CMS") contract, and that have been delegated to Contractor:

a. Contractor shall provide or arrange for the provision of the services set forth in the Agreement.

b. Contractor shall comply with any existing reporting responsibilities as are set forth in the Agreement.

c. Contractor shall comply with all applicable Medicare laws, regulations and CMS instructions, and cooperate with Carriers and Golden Outlook in its efforts to comply with the laws, regulations and other requirements of applicable regulatory authorities. Contractor shall perform the services set forth in the Agreement in a manner consistent with and in compliance with Carriers' contractual obligations under a CMS contract.

d. Contractor acknowledges that Carriers oversee on an ongoing basis, and are ultimately accountable to CMS for, any functions or responsibilities that are contained in any CMS contract, including those that Contractor has agreed to perform in accordance with the Agreement. In instances where CMS, Golden Outlook or a Carrier determines that Contractor has not performed satisfactorily or has failed to meet all reporting and disclosure requirements in a timely manner, Golden Outlook has the right to revoke and assume the delegated activities or reporting and disclosure requirements upon written notice to Contractor, or Golden Outlook may terminate the Agreement according to the applicable provisions in the Agreement. Contractor shall cooperate with Golden Outlook and Carriers regarding any delegated activities or reporting and disclosure requirements which have been revoked and assumed by any Carrier.

e. If Contractor has any arrangements with affiliates, subsidiaries or any other sub- contractors (collectively, "Subcontractors"), directly or through another person or entity, including its representatives, to perform any of the services Contractor is obligated to perform under the Agreement that is the subject of this Addendum, Contractor shall ensure that all such arrangements are in writing and duly executed. Contractor shall also ensure that all such agreements are duly amended to incorporate the terms contained in this Addendum and shall provide notice tofGolden Outlook of such amendment. Contractor shall ensure that the terms of this Addendum are included in all future and pending agreements with Subcontractors that relate to the same subject matter. Contractor shall ensure that any such delegation or subcontract shall be performed by the Subcontractor in accordance with Carrier's contractual obligations to CMS, Contractor's contractual obligation under this Agreement, and in compliance with all applicable Medicare laws and regulations and the requirements of this Addendum. Contractor further agrees to promptly amend the agreements with Subcontractors, in a manner consistent with the changes to this Addendum by Golden Outlook or in the manner requested by Golden Outlook, to meet any additional CMS requirements. In the event that any sub-contractor fails or is unable (for any reason whatsoever) to perform in a satisfactory manner any services Contractor is obligated to perform under the Agreement, then Golden Outlook, Carrier or CMS shall have the right to suspend, revoke or terminate the arrangement with the Subcontractor effective upon the date set forth in a written notice furnished to Contractor. Additionally, Golden Outlook, Carrier or CMS shall have the right to institute corrective action plans or seek other remedies or curative measures respecting the unsatisfactory performance consistent with applicable Medicare laws and regulations.

f. Contractor acknowledges that (i) Contractor is a "First Tier Entity" which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, with a MA organization or PDP plan sponsor to provide administrative services to a Medicare eligible individual under an MA Plan or PDP, and (ii) each solicitor Contractor and other contractor/vendor engaged by Contractor is a "Downstream Entity" which is defined by CMS as any party that enters into a written arrangement, acceptable to CMS, below the level of the written arrangement between an MA organization or PDP plan sponsor and a First Tier Entity, continuing down to the ultimate provider of administrative services. Contractor agrees that Contractor and each representative shall comply with all requirements imposed upon a First Tier Entity and a Downstream Entity by CMS or by Medicare laws and regulations.

 g. Contractor represents and warrants that Contractor, or its principals, have not been (i) listed as debarred, excluded, or otherwise ineligible for participation in any federal or state health care programs under Section 1128 or 1128A of the Social Security Act or (ii) convicted of a criminal felony. Contractor agrees to notify Golden Outlook in writing immediately if, at any time during the term of the Agreement, Contractor, or its principal, are (i) listed as debarred, excluded, or otherwise ineligible for participation in any federal or state health care programs or (ii) convicted of a criminal felony, in which case Golden Outlook may terminate the Agreement pursuant to the applicable provision in this Agreement or take such other corrective or remedial action as warranted under the circumstances.

2.  Federal Funds. Contractor acknowledges that Carriers may receive payments in whole or in part from federal funds and that payments Contractor receives from Carriers are, in whole or in part, from federal funds. Therefore, Contractor is subject to certain laws that are applicable to individuals and entities receiving federal funds.

 3.  Records

a.  Privacy and Confidentiality; Customer Access. Contractor shall safeguard Medicare beneficiary privacy and confidentiality including, but not limited to, the privacy and confidentiality of any information that identifies a particular Medicare beneficiary, and shall comply with all federal and state laws regarding confidentiality and disclosure of medical records or other health and enrollment information. Contractor shall ensure that Medicare beneficiaries have timely access to medical records and information that pertain to them, in accordance with applicable law.

b.  Retention. Contractor shall maintain records and information related to the services provided under the Agreement including, but not limited to, Medicare beneficiary medical records and other health and enrollment information, in an accurate and timely manner. Contractor shall maintain such records for the longer of the following periods:

(i)  in the case of records containing information related to the medical loss ratio information reported to CMS, including, for example, information related to incurred claims and quality improvement activities, at least ten (10) years from the date such medical loss ratio information is reported to CMS by Golden Outlook, or

(ii)  in the case of all other records, at least ten (10) years from the final date of a CMS contract period in effect at the time the records were created, or such longer period as required by law.

c.  Government Access to Records. Contractor acknowledges and agrees that the U.S. Department of Health and Human Services, the Comptroller General, or their designees shall have the right (directly or through Golden Outlook) to audit, evaluate, collect, and inspect any pertinent books, contracts, computer or other electronic systems (including medical records and documentation), and other records and information of Contractor related to a CMS contract. Contractor shall make available to its premises, physical facilities, and equipment, records relating to Medicare beneficiaries and any additional relevant information CMS may require. This right shall extend through the longer of the time periods identified in subsection 3.9(b)(i) and (ii), or ten (10) years from date of completion of any audit, whichever is later in time.

Golden Outlook Access to Records. Contractor shall grant Golden Outlook or its designees such audit, evaluation, collection and inspection rights identified in subsection 3.c as are necessary for Golden Outlook or Carrier to comply with Carriers' obligations under a CMS contract. Whenever possible, Golden Outlook will give Contractor reasonable notice of the need for such audit, evaluation, collection, or inspection, and will conduct such audit, evaluation, collection, or inspection at a reasonable time and place. Contractor shall submit medical records of Medicare beneficiaries to Golden Outlook as may be requested, within the timeframes specified, for (i) the purpose of CMS audits of risk adjustment data, and (ii) other purposes medical records from providers are used, as specified by CMS.

 4. Offshoring. All services provided by Contractor pursuant to the Agreement that are subject to this Addendum and that involve Medicare beneficiary PHI must be performed within the United States, the District of Columbia, or the United State territories unless Contractor previously notifies Golden Outlook in writing and submits required offshoring information to, and receives approval from Golden Outlook.

5. Regulatory Amendment. Golden Outlook may amend this Addendum to comply with the requirements of federal regulatory authorities, and shall give written notice to Contractor of such amendment and its effective date. Unless such regulatory authorities direct otherwise, the signature of Contractor will not be required.

6. Member Hold Harmless. Contractor shall not, in any event (including, without limitation, non-payment of any compensation hereunder, bankruptcy or insolvency of an affiliate or breach of this Agreement) bill, charge, collect a deposit from, seek compensation or remuneration or reimbursement from, hold responsible, or otherwise have any recourse against any actual or prospective member for any amounts otherwise payable to Contractor pursuant to this Agreement or otherwise.

Background Check Disclosure and Authorization

Disclosure

This disclosure is provided to you in connection with your pending or current contract with Golden Outlook Insurance Services, Inc. ("Golden Outlook" Golden Outlook desires to procure a consumer report or investigative consumer report regarding your background for the purpose of evaluating you for contracting with Golden Outlook and appointment by the carriers for which Golden Outlook does business.

The consumer report may contain information regarding credit worthiness, credit standing, credit capacity, character, criminal history, general reputation, professional credentials and licensing, personal characteristics or mode of living from public or private record sources and may involve personal interviews with sources such as supervisor, friends, neighbors

You may request in writing, within a reasonable time after receiving this notice, that Golden Outlook make a complete and accurate disclosure to you of the nature or scope of the investigation requested and a Summary of Rights under the Fair Credit Reporting Act. You may obtain a copy of any consumer report from the consumer reporting agency used by Golden Outlook.

Authorization

I hereby authorize a consumer report or investigative consumer report to be obtained from a consumer reporting agency for the purposes described above. I understand that such consumer report will be used for the purpose of evaluating me for contracting with Golden Outlook and appointment by the carriers with which Golden Outlook does business. I authorize Golden Outlook to investigate my background and qualifications for as long as I am an applicant or contracted

I understand that the report may contain information regarding my credit worthiness, credit standing, credit capacity, character, criminal history, general reputation, professional credentials and licensing, personal characteristics or mode of living from public or private record sources and may involve personal interviews with sources such as supervisor, friends, neighbors or associates.

I understand that I may request in writing, within a reasonable time after receiving this notice, that Golden Outlook make a complete and accurate disclosure to me of the nature or scope of the investigation requested and a Summary of Rights under the Fair Credit Reporting Act. I understand that I may obtain a copy of any consumer report from the consumer reporting agency used by Golden Outlook.

Background Check Disclosure and Authorization

Notice for California, Minnesota or Oklahoma residents:

Notice to California Residents:

Under section 1786.22 of the California Civil Code, you may view the file maintained on you by the consumer reporting agency used by Golden Outlook during normal business hours. You may also obtain a copy of this file, either in person or by mail, by submitting proper identification and paying the costs of duplication services. You may also receive a summary of the file by telephone by being able to provide adequate identification as to allow the consumer reporting agency used by Golden Outlook to determine with reasonable certainty that you are the subject of the consumer report or investigative consumer report. The consumer reporting agency is required to have personnel available to explain your file to you and must explain to you any coded information appearing in your file. If you appear in person, another person of your choice may accompany you, provided that this additional person furnishes proper identification.