S Social Services - Participate in NACo Prescription Drug Card Program

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a~ EXHIBIT D REDACTED CONTRACT • or in connection with this Agreement with respect to such Member County or Customer, including Caremazk's obligation to process Claims or (ii) set off against any amounts payable to such Member County or Customer by any amounts due Caremark from such Member County or Customer. 23 Pricing Changes. After the Initial Term of this Agreement, as set forth in Section 7.1, Caremark may change the fees applicable to the Consumer Card Program. Caremark will give Customer sixty days' written notice of any change, and such change will take effect on the first day of the month following the sixty-day notice period. Customer may object to an increase in fees by providing written notice to Caremark at least thirty days before the expiration of the sixty-day notice period. ff the parties cannot agree on an appropriate fee, this Agreement will terminate at the end of the sixty-day notice period. If Customer does not timely object, Customer will have no right to terminate this Agreement based on the pricing change. 3. CUSTOMER AND MEMBER COUNTY OBLIGATIONS. 3.1 Marketing Materials. The parties agree to use only those marketing brochures and other advertising materials pertaining to Customer's Consumer Cazd Program (in any medium, including, but not limited to, written communications, verbal communications and web based marketing) that have been approved by the other. Member County and Customer further agree that they will communicate such requirements to its clients or groups and will ensure that such clients or groups comply with the requirements of this Section 3.1. Caremark may terminate this Agreement immediately in the event Member County or Customer fails to comply with the provisions of this Section 3.1. Caremark will provide its standard marketing brochures, advertising materials and mail order forms, as applicable, to Member County at no cost. Caremark will work with and support each Member County in marketing the Consumer Cazd Program at no cost. If the cost associated with providing such materials is determined by Caremazk to be unreasonable or excessive, Customer or Member County shall pay for the costs of the materials at a rate to be mutually agreed to by the parties in writing. If Member County or Customer elects to use customized brochures or advertising . materials (in any medium, including but not limited to written communications, verbal communications and web based marketing), Member County and Customer will (i) obtain Caremazk's approval on such forms, and (ii) pay a reasonable charge, as established by Caremark, for such materials if created or provided by Caremark. 3.2 Support of Consumer Card Program. Customer will recommend and support the Consumer Cazd Program in accordance with the terms of this Agreement. 4. USE OF AND ACCESS TO INFORMATION. 4.1 Use of Participant Information. Caremark, Customer and Member County may use, disclose, reproduce or adapt information obtained in connection with this ,Agreement, including Claims ("Claims Information") as well as Eligibility Information, in any manner they deem appropriate, except that each party and its agents, employees and contractors shall maintain the confidentiality of this information to the extent required by applicable Law, and may not use the information in any way prohibited by Law. Any work, compilation, processes or inventions developed by Caremazk, Customer, Member County or their respective agents, employees or contractors, is deemed Confidential Information of such party under this Agreement. 4.2 Right to Audit Rebates. Customer, at its sole expense, may audit a reasonable sample of records directly related to .Customer's Rebates once in each twelve-month period (following sixty (60) days written notice to Caremazk). Such records shall be limited to information necessary for validating the accuracy of the Rebate amounts distributed to Member County by Cazemark. The parties agree that an independent third-party auditor agreeable to Customer and Caremark shall conduct such audit, and that such firm will sign a Caremark confidentiality agreement ensuring that all details and terms of all Manufacturer Rebate contracts with Caremark (except the total aggregate amount due to Customer) will be treated as confidential to Caremazk and will not be revealed in any manner or form by or to any person or entity. Furthermore, such audit shall be conducted at Caremark's offiice where such records are located, during normal business hours, without undue interference with business activities, and in accordance with reasonable audit procedures. NACo k3-v2.doc (02/24/2006) [RzClaiml Page 19 of 29