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<br />EXHIBIT D
<br />REDACTED CONTRACT
<br />tradenames, trademarks or service marks of another, or any word or symbol likely to be confused with such tradenames,
<br />trademarks or service marks, unless authorized in writing or as expressly permitted by this Agreement.
<br />5.8 Remedies. Any unauthorized disclosure or use of Confidential Information would cause Caremark,
<br />Member County or Customer immediate and irreparable injury or loss that cannot be adequately compensated with
<br />money damages. Accordingly, if any party hereto fails to comply with this Section 5, the other(s) will be entitled to
<br />specific performance including immediate issuance of a temporary restraining order or preliminary injunction enforcing
<br />this Agreement, and to judgment for damages (including reasonable attorneys' fees) caused by the breach, and to any
<br />other remedies provided by Law.
<br />6. LIMITATION OF LIABILITY; COMPLIANCE WITH LAW.
<br />6.1 Warranty. This Agreement is not a contract for the sale of goods. Caremark will perform the
<br />Services in a good and workmanlike manner in accordance with the customs, practices, and standards of providers
<br />skilled in the industry. EXCEPT AS WARRANTED IN THIS SECTION 6.1, CAREMARK DISCLAIMS ALL
<br />EXPRESS AND ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING THE SUTTABII,ITY FOR ANY
<br />PARTICULAR PURPOSE OF THE DATA GENERATED THROUGH THE CAREMARK SYSTEM. CAREMARK
<br />RELIES ON FIRST DATABANK, MEDI-SPAN, OR INDUSTRY COMPARABLE DATABASES IN PROVIDING
<br />CUSTOMER, MEMBER COUNTY AND PARTICIPANTS WITH DRUG UTILIZATION REVIEW SERVICES.
<br />CAREMARK HAS UTILIZED DUE DII,IGENCE IN COLLECTING AND REPORTING THE INFORMATION
<br />CONTAINED IN THE DATABASES AND HAS OBTAINED SUCH INFORMATION FROM SOURCES
<br />BELIEVED TO BE RELIABLE. CAREMARIC, HOWEVER, DOES NOT WARRANT THE ACCURACY OF
<br />REPORTS, ALERTS, CODES, PRICES, OR OTHER DATA CONTAINED IN THE DATABASES. THE CLINICAL
<br />INFORMATION CONTAINED IN THE DATABASES AND THE FORMULARY IS INTENDED AS. A
<br />SUPPLEMENT TO, AND NOT A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL, AND
<br />JUDGMENT OF PHYSICIANS, PHARMACISTS, OR OTHER HEALTFI-CARE PROFESSIONALS INVOLVED IN
<br />PARTICIPANT'S CARE. THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION
<br />. SHALL NOT BE CONSTRUED TO INDICATE THAT THE DRUG OR DRUG COMBINATION IS SAFE,
<br />APPROPRIATE OR EFFECTIVE FOR ANY PARTICIPANT. CA,REMARK DOES NOT WARRANT THAT ITS
<br />SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
<br />6.2 Force Majeure. Except for the payment obligations set forth in Section 2 of this Agreement, the
<br />parties are excused from performance under this Agreement to the extent that a party is prevented from performing any
<br />obligation, in whole or in part, as a result of causes beyond its reasonable control, including, acts of God, war, civil
<br />disturbance, court order, governmental intervention, Change in Law, nonperformance by the other party or any third
<br />party, failures or fluctuations in electrical power, heat, light, air conditioning, or telecommunications equipment. Any
<br />nonperformance under this Section 6.2 will not consfitute a default or a ground for termination of this Agreement.
<br />63 Indemnity. To the extent permitted by applicable Law applicable to Customer and each Member
<br />County, Customer and Member County shall indemnify and hold harmless Caremark and its off cers, directors,
<br />employees, agents, successors, and assigns ("Caremark Indemnitees") for, from and against any damages, costs, or
<br />attorney's fees, actually incurred by Caremark a Caremark Indemnitee, as the result of a claim brought by any third
<br />party or a participant or beneficiary relating to the Services, provided that the Caremark Indemnitee has acted in a
<br />manner that is consistent with this Agreement and applicable standards of care. The foregoing indemnification shall not
<br />apply and shall not be enforceable to the extent any applicable Law prohibits a Member County from providing such
<br />indemnification. Caremark shall indemnify and hold harmless Member County, Customer and their officers, directors,
<br />employees, agents, successors, and assigns (collectively "Customer Indemnitees") for, from and against any damages,
<br />costs, or attorney's fees, actually incurred by any Customer Indemnitee, as the result of a third party claim that
<br />Caremark, its officers, directors, employees, agents, successors, or assigns acted with negligence, willfully, and/or in
<br />violation of applicable standards of care, provided that the Customer Indemnitee has acted in a manner that is consistent
<br />with this Agreement, the Consumer Card Program and applicable standards 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 />•
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