City of Fort Worth: executed Rightway pharmacy benefit manager agreement, City Secretary Contract 65079

Exhibit A Section B.6 on pages 15 and 16 does the opposite of the model term. It states that nothing in the agreement confers fiduciary status on Rightway, that Rightway will not be delegated discretionary authority over the plan, and that the City accepts total responsibility and final authority for the plan. The only carve out is claims and appeals administration, where page 19 delegates discretionary authority to Rightway to determine entitlement to benefits. There is no duty of loyalty, no duty of care owed to the plan or its members, and no disgorgement remedy for compensation retained in breach. The conflicts clause on page 2 is a warranty of disclosure, not a loyalty duty. The model contract published by Mark Cuban and collaborators makes the PBM a fiduciary owing loyalty solely to the plan, so this express disclaimer earns a bad verdict.

Nothing in this Agreement is intended by the parties, or shall be construed, to confer upon RIGHTWAY the status of a fiduciary of Client or any benefit plan maintained by Client

The agreement expressly disclaims general fiduciary status for Rightway, while reserving fiduciary responsibility for claims and appeals administration. That is materially weaker than a loyalty and care duty owed solely to the plan and its members. The cited language does not impose disgorgement, a sole-interest standard, or a broad duty to disclose economic conflicts. Section 5.1 requires written disclosure of existing or potential conflicts, but it does not create a fiduciary remedy. Pages 2, 15 and 16 support this partial verdict.

Client will not identify or represent RIGHTWAY as a Plan Administrator or a named fiduciary of Client's Plan as those terms are used in state or federal Law, except as related to claims and appeals administration as provided in this Agreement.

Page 15 expressly declines fiduciary status except for claims and appeals administration, while Page 19 delegates discretionary decisions on those claims and appeals to Rightway. Page 2 requires disclosure of existing or potential conflicts, but that warranty is not a broad duty of loyalty and care solely to the City and members. Pages 31 and 32 define pass-through and rebate terms, yet do not impose disclosure of every economic conflict or automatic disgorgement of compensation retained in breach. The model contract published by Mark Cuban and collaborators requires those affirmative protections across PBM discretion, not a narrow exception to an express disclaimer. The direct contrary language controls the bad verdict.

Nothing in this Agreement is intended by the parties, or shall be construed, to confer upon RIGHTWAY the status of a fiduciary of Client or any benefit plan maintained by Client as "Plan fiduciary" is defined under applicable Law, except as related to claims and appeals administration as

The agreement refuses the loyalty duty required by the model contract published by Mark Cuban and collaborators. On pages 15 and 16 the parties agree that nothing in the agreement confers on Rightway the status of a fiduciary of the City or any benefit plan, except for claims and appeals administration, and the City must not identify Rightway as a named fiduciary outside that exception. Page 4 states that Rightway is an independent contractor, not an agent, and that the agreement does not create a partnership or joint enterprise. There is no duty of loyalty and care owed solely to the plan and its members, no fiduciary duty to disclose every direct and indirect compensation stream, and no duty to disgorge amounts retained in breach without the plan proving damages. The claims and appeals delegation on page 19 is a narrow administrative grant, not a plan wide loyalty obligation. The Texas addendum on page 82 uses fiduciary language only for return premium, if any. Because the contract expressly disclaims the duty, the verdict is bad.

Nothing in this Agreement is intended by the parties, or shall be construed, to confer upon RIGHTWAY the status of a fiduciary of Client or any benefit plan maintained by Client

Page 15 and Page 16 state plainly that nothing in this agreement confers on Rightway the status of a fiduciary of the City or any benefit plan, that Rightway holds no final discretionary authority over plan administration except claims and appeals adjudication, and that the City must not identify Rightway as a named fiduciary. The model contract published by Mark Cuban and collaborators instead obligates the PBM to duties of loyalty and care owed solely to the plan, with disgorgement of anything retained in breach. This document walks in the opposite direction: Section 7 on Page 4 adopts an independent contractor posture, no loyalty, care, or disgorgement duty appears anywhere I read, and Section 5.1 on Page 2 only requires written disclosure of conflicts, not avoidance of them. Verdict bad because the text does the opposite of the model term.

confer upon RIGHTWAY the status of a fiduciary of Client or any benefit plan maintained by Client