S Social Services - Participate in NACo Prescription Drug Card Program

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~a~ b. Automatically, if the parties are unable to agree on an equitable adjustment under Section 6.5 of this Agreement; G By any party if another materially defaults in its performance of this Agreement and such default continues without cure for a period of sixty days after the terminating party provides written notice to the defaulting party specifying the nature of the default; d. By any party, at its option, if any court, or governmental or regulatory agency issues to another party an order or finding of impairment or insolvency, or an order to cease and desist from writing business. The party receiving notice of an order or finding must provide the others written notice within two business days of receipt; e. By any party if another party: (i) makes an assignment for the benefit of creditors; (ii) has a petition filed (whether voluntary or involuntary) under Title 11 of the United States Code, or any other similar statute now or hereafter in effect; (iii) has a receiver, custodian, conservator, or trustee appointed with respect to all or a substantial part of its property; or (iv) has a proceeding commenced against it which substantially impairs performance hereunder, or f. By Caremark, immediately on written notice to Member County or Customer, if (i) either fails to comply with the provisions of Section 3.1 of this Agreement, or (ii) Caremark determines, in its sole discretion that Member County or Customer's program may not fully comply with all applicable Laws. 73 Effect of Termination and Survival. Sections 4, 5 and 6 of this Agreement, and obligations arising under this Agreement prior to the effective date of any termination, will survive termination. 8. NOTICES. All notices under this Agreement must be in writing, delivered in person, sent by certified mail, delivered by air courier, or transmitted by facsimile and confirmed in writing (by air courier or certified mail) to a party at the facsimile number and address shown in this Agreement. A party may notify the other party of any changes in the listed address or facsimile number in accordance with the provisions of this Section. All notices are effective upon receipt. Notices to Caremark must be addressed as follows: Vice President, Client Contract Services Caremark Inc. 2211 Sanders Road, NBT9 Northbrook, lL 60062 Fax No.: 847-559-4302 With a copy to: Managing Counsel, Client and Account Services Caremark Inc. 2211 Sanders Road, NBT9 Northbrook, IL 60062 Fax No.: 847-559-4879 Notices to Customer must be addressed as follows: National Association of Counties 440 First Street, NW Washington, Dc 20001 Atta: Mr. Andrew Goldschmidt, Director, Membership Marketing NACo k3-v2.doc (02/24/2006) tRzClaiml Page 8 of 29 ___ • This document contains proprietary information of Caremark, and may not be used for arty purpose other than to evaluate entering into a relationship with Caremark, nor may it be duplicated or disclosed to others for arty purpose.