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A TRUE COPY
<br />CERTI; (CATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />or willful misconduct of RIGHTWAY or its officers, directors, employees, or other agents in connection
<br />with the performance of any of their respective obligations under this Agreement.
<br />(b) Subject to Section 6.05 (Limitations of Liability), and to the extent not prohibited
<br />by applicable Florida Law, Client agrees to indemnify, defend, and hold RIGHTWAY and its
<br />subcontractors, and each of their respective 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
<br />or willful misconduct of Client or its officers, directors, employees, or other agents in connection with the
<br />performance of any of their respective obligations under this Agreement.
<br />(c) A party seeking indemnification hereunder will promptly notify the indemnifying
<br />party of any claim subject to indemnification hereunder. Such party will reasonably cooperate with the
<br />indemnifying party in such defense.
<br />Section 6.07. RIGHTWAY or its designee relies on First Data Bank, Medi -Span or other industry
<br />comparable databases in providing Client and Eligible Persons with Services hereunder. RIGHTWAY has
<br />utilized due diligence in collecting and reporting the information contained in its databases and has obtained
<br />such information from sources believed to be reliable. RIGHTWAY does not warrant the accuracy of
<br />reports, alerts, codes, prices or other data contained in such databases. The clinical information contained
<br />in these databases and the Formulary is not intended as a supplement to, or a substitute for, the knowledge,
<br />expertise, skill, and judgment of physicians, pharmacists, or other healthcare professionals involved in the
<br />Eligible Person's care. The absence of a warning for a given drug or drug combination shall not be
<br />construed to indicate that the drug or drug combination is safe, appropriate or effective for any Eligible
<br />Person. In addition, the data available from RIGHTWAY through the databases and services identified in
<br />this Agreement is limited by the amount, type and accuracy of information made available to RIGHTWAY
<br />by Client, Participating Pharmacies, Eligible Persons, and Practitioners. RIGHTWAY has no obligation to
<br />acquire information about an Eligible Person beyond that provided as part of the Eligibility File received
<br />from Client and Claims information submitted by Participating Pharmacies.
<br />ARTICLE VII
<br />COMPLIANCE WITH LAW
<br />Section 7.01. Compliance. In connection with this Agreement, each party agrees that it and any of its
<br />subcontractors and agents are bound by and will observe and performs all duties required under all
<br />applicable Laws including but not limited to HIPAA, the Health Information Technology for Economic and
<br />Clinical Health Act, the Social Security Act, the United States Fair Labor Standards Act and the
<br />Immigration Reform and Control Act. Each party is responsible for obtaining its own legal advice
<br />concerning its compliance with applicable Laws. In addition, each party will and will cause any person or
<br />entity acting on its behalf to fully comply with all applicable governmental, legal, regulatory and
<br />professional requirements. Client acknowledges that it is responsible for its own activities and duties (such
<br />as its duties as Plan Administrator) in connection with its employee welfare Plan. Client acknowledges and
<br />agrees that it is responsible for disclosing to Eligible Persons all benefit information legally required to be
<br />disclosed, including information related to the calculation of Cost -Sharing Amounts; coverages and
<br />exclusions; eligibility requirements; and Rebates it receives in connection with this Agreement. Client will
<br />not identify or represent RIGHTWAY as a Plan Administrator or a named fiduciary of Client's Plan as
<br />those terms are used in state or federal Law, except as related to claims and appeals administration as
<br />provided in this Agreement.
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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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