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Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266
<br />(a) Client agrees and acknowledges that the Services provided by RIGHTWAY herein
<br />are not intended to substitute for or supplement the knowledge, expertise, skill, and judgment of physicians,
<br />pharmacists, or other health care professionals in prescribing or suggesting pharmaceuticals or other
<br />products.
<br />(b) RIGHTWAY shall under no circumstances be liable (regardless of the basis for
<br />the action) to Client, any Eligible Person, or consumers of pharmaceutical products for any damages,
<br />injuries, losses, claims, costs, or lawsuits, including any attorney's fees, arising from any actions, failure to
<br />act, or violations of any applicable standard of care or applicable Law by pharmacies, Manufacturers,
<br />pharmaceutical distributors, or any health care providers arising out of the sale, compounding, dispensing,
<br />manufacturing, or use of any prescription product or services in connection with this Agreement.
<br />Section 6.05. Limitations of Liability.
<br />(a) In no event shall RIGHTWAY's liability to Client or an indemnitee under this
<br />Agreement, if any, exceed an amount equal to the total Administrative Fees for Core Pharmacy Services,
<br />as stated in Exhibit 3 (Administrative Services Fee Schedule), paid to RIGHTWAY by Client for the twelve
<br />(12) month period prior to the date the claim is asserted.
<br />(b) In no event shall either party be liable to the other party for any indirect, special,
<br />incidental, consequential, or punitive damages or lost profits, arising out of, or related to, the performance
<br />of this Agreement or a breach of this Agreement, even if advised of the possibility of such damages or lost
<br />profits.
<br />(c) Any claim for negligence or other tort liability arising out of, or related to, this
<br />Agreement, even if a breach is the result of acts or omissions that may arguably be characterized as
<br />negligence or other tortious conduct must be brought as a claim for breach of contract rather than as a claim
<br />for tortious conduct.
<br />(d) In no event shall RIGHTWAY be responsible for the payment of fraudulent claims
<br />or filling of fraudulent prescriptions if the fraud is committed by an Eligible Person, or any party other than
<br />RIGHTWAY, but RIGHTWAY agrees to notify Client as soon as reasonably possible of any such claims
<br />of which it becomes aware. For the avoidance of doubt, in no event shall RIGHTWAY be responsible for
<br />payment of fraudulent claims or filling of fraudulent prescriptions when such payment of claims and/or
<br />filling of prescriptions is related to Client's direction to RIGHTWAY to remove or revise an edit that
<br />RIGHTWAY recommends be applied during claim adjudication (e.g., concurrent drug utilization review
<br />edits), and RIGHTWAY's actions in removing or revising such an edit at the direction of Client shall not
<br />constitute negligence or willful misconduct or a breach of this Agreement by RIGHTWAY.
<br />(e) In no event will RIGHTWAY be liable for any claim asserted by Client more than
<br />thirty (30) days after Client is or reasonably should have been aware of such claim and/or more than twelve
<br />(12) months after the event giving rise to the claim.
<br />Section 6.06. Indemnification.
<br />(a) Subject to Section 6.05 (Limitations of Liability), RIGHTWAY agrees to
<br />indemnify, defend, and hold Client and its directors, officers, employees, and agents harmless from and
<br />against any and all third -party (i) claims, (ii) liabilities, (iii) damages, (iv) judgments, or (v) other losses
<br />(including attorneys' fees) any such indemnitee to the extent arising out of and attributed to the intentional
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<br />This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced,
<br />transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.
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