2019-842 Health - Walgreens drug dispense

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Z&O'wead, the extent applicable , and that Covered Entity ' s obligation of confidentiality may not apply to certain records that may be the subject of a legitimate disclosure request pursuant to the Public Record Act governing this Agreement ; provided , however, that in the event Covered Entity receives a public records request , it shall provide Walgreens prompt written notice pursuant to the notice provision of this Agreement of such public records request . Walgreens shall strive to review and communicate with Covered Entity within ten ( 10 ) business days of said notification and provide notice that it does or does not object to the Covered Entity disclosing the requested information pursuant to the subject public records request . Covered Entity will reasonably cooperate with Walgreens to protect the confidentiality of the information ; provided , however, that, in the absence of a protective order or an order delaying Covered Entity ' s production of the records , Covered Entity shall not be obligated to withhold delivery of the requested information . Walgreens agrees that it shall be solely responsible for any costs associated with Walgreens ' efforts to quash or delay the Covered Entity ' s production of records in response to a disclosure request under the Public Records Act . 8 . 4 . Delegation . Walgreens may delegate or subcontract the performance of any obligation agreed to be performed by Walgreens hereunder to a related entity, contractor, or subcontractor, provided that as a condition precedent to such delegation or subcontract , all services or other activities performed by such entity , contractor or subcontractor shall be consistent with and comply with Walgreens ' obligations under this Agreement . 8 . 5 . Dispute Resolution . The parties shall attempt to resolve any dispute or claim arising out of the interpretation of or performance under this Agreement through informal discussions . When a dispute arises , either party may submit a written complaint to the other party describing and proposing the manner of resolving that dispute . The party receiving that complaint shall respond by accepting, rejecting, or modifying that proposal , in writing , within thirty ( 30 ) calendar days upon receipt of such complaint . If the claim or dispute cannot be resolved through informal discussions , the claimant may bring a legal action in a court of competent jurisdiction to adjudicate its claim or to enforce or interpret any part of this Agreement . 8 . 6 . Enforceability . If any term or provision of this Agreement is held to be invalid , illegal , or unenforceable , the remainder of this Agreement or the application of such term or provision to persons or circumstances , other than those to which it is held invalid or unenforceable , will not be affected or impaired thereby . 8 . 7 . Entire Agreement , This Agreement represents the entire understanding of the parties and supersedes any previous contract . Each party hereto warrants and represents that there are no other agreements or understandings between the parties , either oral or written , relating to the subject matter of this Agreement . Any amendments and / or modifications to this Agreement shall be in writing and will become effective and binding upon execution by authorized representatives of the parties hereto . 8 . 8 . Force Maieure . The performance by either party hereunder will be excused to the extent of circumstances beyond such party ' s reasonable control , such as flood , tornado , earthquake , or other natural disaster, epidemic, war, material destruction of facilities , fire , acts of God , etc . In such event , the parties will use their best efforts to resume performance as soon as reasonably possible under the circumstances giving rise to the party ' s failure to perform . 8 . 9 . Indemnification . To the extent not prohibited by law , each party shall indemnify, defend , and hold harmless the other party from and against all third party claims , damages , causes of action , costs or 13 of 24 MAT- 63397 OrangeCountyHD - WAG 340E 10312019 ( be ) V1 . 0 © 2019 Walgreen Co . All rights reserved .