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Cazemark, its officers, directors, employees, agents, successors, or assigns acted with negligence, willfully, and/or in
<br />• violation of applicable standazds of caze, provided that the Customer Indemnitee has acted in a manner that is consistent
<br />with this Agreement, the Consumer Card Program and applicable standazds of care. However, nothing in this
<br />Agreement is to be construed as a waiver of governmental immunity as offered by the court or state law.
<br />6.4 Compliance with Law. Customer and Member County will comply with all Laws applicable to its
<br />prescription drug benefit plan, including without limitation insurance licensing, antitrust, consumer protection, and any
<br />other Laws that may apply. Caremark has no responsibility to advise Member County or Customer about the
<br />applicability of or compliance with any applicable Law including, without limitation, H1PAA, the Employee Retirement
<br />Income Security Act, or the Americans with Disabilities Act.
<br />Caremark will comply with all Laws applicable to it and to the Services it provides under this Agreement. Member
<br />County and Customer have no responsibility to advise Caremark regazding its compliance with any applicable Law.
<br />Effective as of September 8, 2005, each party certifies that it shall not violate the federal anti-kickback statute, set forth
<br />at 42 U.S.C. § 1320a-7b(b) ("Anti-Kickback Statute"), or the federal "Stark Law," set forth at 42 U.S.C. § 1395nn
<br />("Stazk Law"), with respect to the performance of its obligations under this Agreement. Further, Caremark shall ensure
<br />that individuals meeting the definition of "Covered Persons" (as such term is defined in the Corporate Integrity
<br />Agreement between the Office of Inspector General of the Department of Health and Human Services and
<br />AdvancePCS) shall comply with Caremark's Compliance Program, including training related to the Anti-Kickback
<br />Statute and the Stazk Law. In addition, Caremazk's Code of Conduct and policies and procedures on the Anti-Kickback
<br />Statute and Stark Law may be accessed at http://www.caremark.com/wps/oortaU s.155/3370?cros=CMS-2-007764.
<br />6.5 Change in Law. The parties will attempt to equitably adjust the terms of this Agreement to take into
<br />account any Change in Law or any material change in drug industry practice that materially alters the rights or
<br />obligations of either party under this Agreement. If the parties are unable to agree upon an equitable adjustment within
<br />sixty days after either party notifies the other of such a Change in Law or material change in drug industry practice, this
<br />Agreement will automatically terminate.
<br />• 6.6 Limitations. In no event shall either party be liable to the other party, nor shall Caremark be liable to
<br />any Participant for any indirect, special, or consequential damages or lost profits, arising out of or related to
<br />performance of this Agreement or a breach of this Agreement, even if advised of the possibility of such damages or lost
<br />profits.
<br />Caremark (and its affiliates, directors, employees, agents, successors or assigns) will not be liable for any claim which is
<br />asserted by Member County or Customer more than ninety days after Member County or Customer is or reasonably
<br />should have been aware of such claim, and will in no event be liable for any claim which is asserted more than twelve
<br />months after the event resulting in damages or loss.
<br />Caremark does not direct or exercise any control over the professional judgment exercised by any pharmacist in
<br />dispensing prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy.
<br />Participating Pharmacies are independent contractors, not subcontractors or agents of Caremazk, and Cazemark shall
<br />have no liability to Member County or Customer for a claim arising out of any act or omission of any Participating
<br />Pharmacy or its agents or employees.
<br />7. TERM AND TERMINATION OF AGREEMENT.
<br />7.1 Term. This Agreement is for an initial term of two years and four months from the Effective Date,
<br />through July 31, 2008 (the "Initial Term"), and will automatically continue in effect for successive one yeaz terms
<br />thereafter, subject to the remaining provisions of this Section.
<br />7.2 Termination. This Agreement may be terminated as follows:
<br />a. By any party, with or without cause, at the end of the Initial Term or any renewal term, by
<br />giving written notice to the others at least 60 days prior to the end of such Initial Term or renewal term;
<br />• NACo k3-v2.doc 02/24/2006 Claim P e 7 of 29
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<br />This document contains proprietary information of Caremark, and may not be used for airy purpose other than to evaluate entering into a relationship
<br />with Caremark, nor may it be duplicated or disclosed to others for arty purpose.
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