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2 . 1 Fees . The parties agree that , in lieu of billing Member County a "per Claim " fee for Services , Caremark shall retain 100% of the Rebates as reasonable compensation for the Services . Customer and Member County understand and agree that neither they nor any Participant will share in the Rebate monies collected from Manufacturers by Caremark . 2 .2 Remedies . In the event Member County or Customer incurs any fee , as identified in Exhibit B , it will pay Caremark such fees as reasonable compensation . In the event any such fees apply and Member County or Customer fails to pay Caremark by the due date any amount owing, Caremark, after making a reasonable effort to collect and upon notice to such Member County or Customer may , in addition to its remedies under this .Agreement, at Law or in equity , do any or all of the following : ( i ) suspend performance of any or all of Caremark ' s obligations under or in connection with this Agreement with respect to such Member County or Customer, including Caremark ' s obligation to process Claims or ( ii ) set off against any amounts payable to such Member County or Customer by any amounts due Caremark from such Member County or Customer . 2 .3 Pricing Changes. After the Initial Term of this Agreement, as set forth in Section 7 . 1 , Caremark may change the fees applicable to the Consumer Card Program . Caremark will give Customer sixty days' written notice of any change, and such change will take effect on the first day of the month following the sixty-day notice period. Customer may object to an increase in fees by providing written notice to Caremark at least thirty days before the expiration of the sixty - day notice period . If the parties cannot agree on an appropriate fee , this Agreement will terminate at the end of the sixty -day notice period . If Customer does not timely object, Customer will have no right to terminate this Agreement based on the pricing change . 3 . CUSTOMER AND MEMBER COUNTY OBLIGATIONS . 3 . 1 Marketing Materials. The parties agree to use only those marketing brochures and other advertising materials pertaining to Customer' s Consumer Card Program ( in any medium , including, but not limited to , written communications , verbal communications and web based marketing ) that have been approved by the other . Member County and Customer further agree that they will communicate such requirements to its clients or groups and will ensure that such clients or groups comply with the requirements of this Section 3 . 1 . Caremark may terminate this Agreement immediately in the event Member County or Customer fails to comply with the provisions of this Section 3 . 1 . Caremark will provide its standard marketing brochures , advertising materials and mail order forms , as applicable , to Member County at no cost . Caremark will work with and support each Member County in marketing the Consumer Card Program at no cost. If the cost associated with providing such materials is determined by Caremark to be unreasonable or excessive , Customer or Member County shall pay for the costs of the materials at a rate to be mutually agreed to by the parties in writing. If Member County or Customer elects to use customized brochures or advertising materials ( in any medium, including but not limited to written communications , verbal communications and web based marketing) , Member County and Customer will ( i ) obtain Caremark ' s approval on such forms , and ( ii ) pay a reasonable charge , as established by Caremark, for such materials if created or provided by Caremark . 3.2 Support of Consumer Card Program . Customer will recommend and support the Consumer Card Program in accordance with the terms of this Agreement . 4. USE OF AND ACCESS TO INFORMATION . 4 . 1 Use of Participant Information . Caremark, Customer and Member County may use , disclose , reproduce or adapt information obtained in connection with this Agreement , including Claims ( "Claims Information " ) as well as Eligibility Information , in any manner they deem appropriate , except that each party and its agents, employees and contractors shall maintain the confidentiality of this information to the extent required by applicable Law . and may not use the information in any way prohibited by Law . Any work, compilation , processes or inventions developed by Caremark , Customer, Member County or their respective agents , employees or contractors, is deemed Confidential Information of such party under this Agreement. 4 . 2 Right to Audit Rebates. Customer, at its sole expense , may audit a reasonable sample of records directly related to Customer ' s Rebates once in each twelve- month period ( following sixty ( 60 ) days written notice to NACo k3 - \) l doc M /2 -1/2006 ) IRcClaiml Nee 4 of 29 This document contains proprietary information of Caremark, and may not he used lir any purpose other than to evaluate entering into a relationship \rich Caremark, nor may it he duplicated or disclosed to others for any purpose