2025-126D - Laserfiche WebLink

Home Browse Search

A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK of termination. In the event Client enacts its' termination rights under this Section, RIGHTWAY agrees that Client will not forfeit monies due Client in accordance with the terms of this Agreement. Section 5.07. Effect of Termination; Other Remedies. Termination of this Agreement shall not affect Client's financial responsibility for Covered Product Claims or any other amounts due and payable to RIGHTWAY for Services provided prior to termination. A party's right to terminate this Agreement shall not be exclusive of any other remedies available to such party under this Agreement, at Law or in equity. In the event Client terminates this Agreement prior to the end of the Initial Term, on a prorated basis, Client shall refund to RIGHTWAY the amount of any general credit or other allowances paid to Client during the Initial Term of this Agreement. Section 5.08. No Consent; Notice to Third Parties. This Agreement may be terminated without the consent of, or notice to, any Eligible Person, any Participating Pharmacy or other third parties. Notwithstanding the foregoing, RIGHTWAY may advise Participating Pharmacies and Manufacturers of a pending or actual termination of this Agreement. Section 5.09. Run -Out Period. Client shall continue to assume full responsibility for the funding of Covered Product Claims incurred prior to the effective date of termination of this Agreement and for the payment of RIGHTWAY's Fees. RIGHTWAY will process all Claims received up to the date of termination of this Agreement. Any unprocessed Claims incurred prior to the date of termination will be processed by RIGHTWAY for a period of three (3) months following the termination of this Agreement ("Run -Out"). During the Run -Out period, Client will pay RIGHTWAY any applicable post termination fees as stated in Exhibit 3 (Administrative Services Fee Schedule) in effect at the time of termination, or as otherwise agreed upon, and shall be responsible for funding of Covered Product Claims processed during the Run -Out period. Section 5.10. Survival. In the event of termination of this Agreement for any reason, the parties shall remain bound by and continue to be subject to Section 3.06 (Client's Authority Over Plans); Section 3.08 (Review of Reports, Statements, and Invoices); Section 3.09 (Escheat); Section 4.02(d) (Not Plan Assets); Section 4.04 (Taxes and Assessments); Section 4.05 (Payments to Client); Section 5.07 (Effect of Termination; Other Remedies); Section 5.09 (Run -Out Period); Article VI (Limited Warranty, Insurance, Liability, Indemnification), Article VIII (Records; Confidentiality); Article IX (Dispute Resolution Procedures); Article X (Miscellaneous); and any other provision which by its nature survives termination. Section 5.11. Post -Termination. (a) In the event of any expiration or termination of this Agreement (other than termination by RIGHTWAY resulting from Client's breach), RIGHTWAY agrees that it will pay or credit to Client all monies owed to Client (Rebates, Performance Standards, financial reconciliations, etc.) in accordance with the payment reconciliation terms of this Agreement. (b) In the event that RIGHTWAY terminates this Agreement due to a Material Breach of this Agreement by Client, RIGHTWAY shall have no further obligation following the date of such Material Breach to pay Client any Rebates, or any other amount that may be payable by RIGHTWAY to Client. Notwithstanding the foregoing, such amounts payable prior to the date of termination shall be used by RIGHTWAY to offset damages sustained as a result of Client's Material Breach and/or as payment for monies owed by Client. Z This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.