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<br />2.1 Fees. The parties agree that, in lieu of billing Member County a "per Claim" fee for Services,
<br />Caremark shall retain 100% of the Rebates as reasonable compensation for the Services. Customer and Member
<br />County understand and agree that neither they nor any Participant will share in the Rebate monies collected from
<br />Manufacturers by Caremark.
<br />2.2 Remedies. In the event Member County or Customer incurs any fee, as identified in Exhibit B, it will
<br />pay Caremark such fees as reasonable compensation. In the event any such fees apply and Member County or
<br />Customer fails to pay Caremark by the due date any amount owing, Caremark, after making a reasonable effort to
<br />collect and upon notice to such Member County or Customer may, in addition to its remedies under this Agreement, at
<br />Law or in equity, do any or all of the following: (i) suspend performance of any or all of Caremark's obligations under
<br />or in connection with this Agreement with respect to such Member County or Customer, including Caremazk's
<br />obligation to process Claims or (ii) set off against any amounts payable to such Member County or Customer by any
<br />amounts due Cazemazk from such Member County or Customer.
<br />23 Pricing Changes. After the Initial Term of this Agreement, as set forth in Section 7.1, Caremark may
<br />change the fees applicable to the Consumer Card Program. Caremark will give Customer sixty days' written notice of
<br />any change, and such change will take effect on the first day of the month following the sixty-day notice period.
<br />Customer may object to an increase in fees by providing written notice to Caremark at least thirty days before the
<br />expiration of the sixty-day notice period. If the parties cannot agree on an appropriate fee, this Agreement will
<br />terminate at the end of the sixty-day notice period. If Customer does not timely object, Customer will have no right to
<br />terminate this Agreement based on the pricing change.
<br />3. CUSTOMER AND MEMBER COUNTY OBLIGATIONS.
<br />3.1 Marketing Materials. The parties agree to use only those marketing brochures and other advertising
<br />materials pertaining to Customer's Consumer Cazd Program (in any medium, including, but not limited to, written
<br />communications, verbal communications and web based marketing) that have been approved by the other. Member
<br />County and Customer further agree that they will communicate such requirements to its clients or groups and will
<br />ensure that such clients or groups comply with the requirements of this Section 3.1. Caremark may terminate this
<br />Agreement immediately in the event Member County or Customer fails to comply with the provisions of this Section
<br />3.1.
<br />Caremark will provide its standazd marketing brochures, advertising materials and mail order forms, as applicable, to
<br />Member County at no cost. Caremark will work with and support each Member County in marketing the Consumer
<br />Card Program at no cost. If the cost associated with providing such materials is determined by Caremark to be
<br />unreasonable or excessive, Customer or Member County shall pay for the costs of the materials at a rate to be mutually
<br />agreed to by the parties in writing. If Member County or Customer elects to use customized brochures or advertising
<br />materials (in any medium, including but not limited to written communications, verbal communications and web based
<br />marketing), Member County and Customer will (i) obtain Caremark's approval on such forms, and (ii) pay a reasonable
<br />charge, as established by Caremark, for such materials if created or provided by Caremark.
<br />3.2 Support of Consumer Card Program. Customer will recommend and support the Consumer Card
<br />Program in accordance with the terms of this Agreement.
<br />4. USE OF AND ACCESS TO INFORMATION.
<br />4.1 Use of Participant Information. Caremark, Customer and Member County may use, disclose,
<br />reproduce or adapt information obtained in connection with this Agreement, including Claims ("Claims Information")
<br />as well as Eligibility Information, in any manner they deem appropriate, except that each party and its agents,
<br />employees and contractors shall maintain the wnfidentiality of this information to the extent required by applicable
<br />Law, and may not use the information in any way prohibited by Law. Any work, compilation, processes or inventions
<br />developed by Caremark, Customer, Member County or their respective agents, employees or contractors, is deemed
<br />Confidential Information of such party under this Agreement:
<br />4Z Right to Audit Rebates. Customer, at its sole expense, may audit a reasonable sample of records
<br />directly related to Customer's Rebates once in each twelve-month period (following sixty (60) days written notice to
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<br />This document contains proprietary information of Caremark, and may not be used for any 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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