Section 031-180-18 - Transactions Subject to Prior Notice - Notice Filing (Form D)A. An insurer required to give notice of a proposed transaction pursuant to Subsection 9 of the Act shall furnish the required information on Form D, hereby made a part of this rule.B. Agreements for cost-sharing services and management services shall at a minimum, as applicable:(1) Identify the person providing services and the nature of such services;(2) Set forth the methods to allocate costs;(3) Require timely settlement, not less frequently than quarterly, and compliance with the requirements in the NAIC Accounting Practices and Procedures Manual;(4) Prohibit advancement of funds by the insurer to the affiliate except to pay for services defined in the agreement;(5) State that the insurer shall maintain oversight for functions provided to the insurer by the affiliate and that the insurer shall monitor services at least annually for quality assurance;(6) Define records and data of the insurer to include all records and data developed or maintained under or related to the agreement for the benefit of the insurer, in whatever form maintained, including, but not limited to, claims and claim files, policyholder lists, application files, litigation files, premium records, rate books, underwriting manuals, personnel records, financial records, or similar records within the possession, custody, or control of the affiliate;(7) Specify that all records and data of the insurer are and remain the property of the insurer and: (a) Are subject to control of the insurer;(b) Must be identifiable; and(c) Must be segregated from all other persons' records and data or be readily capable of segregation at no additional cost to the insurer;(8) State that all funds and invested assets of the insurer are the exclusive property of the insurer, held for the benefit of the insurer, and are subject to the control of the insurer;(9) Include standards for termination of the agreement with and without cause;(10) Include provisions for indemnification of the insurer in the event of gross negligence or willful misconduct on the part of the affiliate providing the services or any actions by the affiliate that violate provisions of the agreement required by Paragraphs (11) through (15) of this subsection;(11) Specify that, if the insurer is placed in supervision, seizure, conservatorship, or receivership pursuant to Chapter 57 of the Insurance Code:(a) All of the rights of the insurer under the agreement extend to the receiver or Superintendent;(b) All records and data of the insurer shall be identifiable and segregated from all other persons' records and data or readily capable of segregation at no additional cost to the receiver or the Superintendent;(c) A complete set of records and data of the insurer shall immediately be made available to the receiver or the Superintendent, shall be made available in a usable format, shall be turned over to the receiver or Superintendent immediately upon the receiver's or the Superintendent's request, and the cost to transfer data to the receiver or the Superintendent shall be fair and reasonable; and(d) The affiliate will make available all employees essential to the operations of the insurer and the services associated therewith for the immediate continued performance of the essential services ordered or directed by the receiver or the Superintendent;(12) Specify that the affiliate has no automatic right to terminate the agreement if the insurer is placed into supervision, seizure, conservatorship, or receivership pursuant to Chapter 57 of the Insurance Code;(13) Specify a minimum period of time after termination of the agreement, during which the affiliate will continue to provide the essential services if the insurer is placed into supervision, seizure, conservatorship or receivership pursuant to Chapter 57 of the Insurance Code, as ordered or directed by the receiver or the Superintendent. Performance of the essential services must continue to be provided without regard to pre-receivership unpaid fees, so long as the affiliate continues to receive timely payment for post-receivership services rendered, and unless released by the receiver, Superintendent, or supervising court;(14) Specify that the affiliate shall continue to maintain any systems, programs, or other infrastructure, notwithstanding supervision, seizure, conservatorship, or receivership pursuant to Chapter 57 of the Insurance Code, and shall make them available to the receiver or Superintendent as ordered or directed by the receiver or Superintendent, for so long as the affiliate continues to receive timely payment for post-receivership services rendered, and unless released by the receiver, Superintendent, or supervising court; and(15) Specify that if the insurer is placed into supervision, seizure, conservatorship or receivership pursuant to Chapter 57 of the Insurance Code, and portions of the insurer's policies or contracts are eligible for coverage by one or more guaranty associations, the affiliate's commitments under Paragraphs (11) through (14) shall extend to those guaranty associations, in furtherance of the cooperation between the receiver and the affected guaranty associations and subject to the receiver's authority over the insurer.02-031 C.M.R. ch. 180, § 18