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Caremark , its officers , directors, employees , agents , successors, or assigns acted with negligence , willfully , and /or
<br /> in
<br /> violation of applicable standards of care, provided that the Customer Indemnitee has acted in a manner that is consistent
<br /> with this Agreement , the Consumer Card Program and applicable standards of care . However, nothing
<br />in this
<br /> Agreement is to be construed as a waiver of governmental immunity as offered by the court or state law .
<br /> 6 .4 Compliance with Law . Customer and Member County will comply with all Laws applicable to its
<br /> prescription drug benefit plan , including without limitation insurance licensing, antitrust, consumer protection , and any
<br /> other Laws that may apply . Caremark has no responsibility to advise Member County or Customer about
<br /> the
<br /> applicability of or compliance with any applicable Law including , without limitation, H1PAA , the Employee Retirement
<br /> Income Security Act, or the Americans with Disabilities Act.
<br /> Caremark will comply with all Laws applicable to it and to the Services it provides under this Agreement . Member
<br /> County and Customer have no responsibility to advise Caremark regarding its compliance with any applicable Law .
<br /> Effective as of September 8 , 2005 , each parry certifies that it shall not violate the federal anti - kickback statute , set
<br /> forth
<br /> at 42 U . S . C . § 1320a- 7b( b ) ( "Anti-Kickback Statute " ), or the federal " Stark Law , " set forth at 42
<br /> U . S . C . § 1395nn
<br /> ( " Stark Law " ), with respect to the performance of its obligations under this Agreement . Further, Caremark shall ensure
<br /> that individuals meeting the definition of " Covered Persons " ( as such term is defined in the Corporate
<br /> Integrity
<br /> Agreement between the Office of Inspector General of the Department of Health and Human Services and
<br /> AdvancePCS ) shall comply with Caremark's Compliance Program , including training related to the Anti -Kickback
<br /> Statute and the Stark Law . In addition, Caremark 's Code of Conduct and policies and procedures on the Anti - Kickback
<br /> Statute and Stark Law may be accessed at http : //www . caremark . com/wps/portal / s . I55 /33707cros=CMS -2 -007764 .
<br /> 6. 5 Change in Law. The parties will attempt to equitably adjust the terms of this Agreement to take into
<br /> account any Change in Law or any material change in drug industry practice that materially alters
<br /> the rights or
<br /> obligations of either party under this Agreement. If the parties are unable to agree upon an equitable adjustment within
<br /> sixty days after either party notifies the other of such a Change in Law or material change in drug industry practice,
<br />this
<br /> Agreement will automatically terminate .
<br /> 6.6 Limitations. In no event shall either party be liable to the other party , nor shall Caremark be liable to
<br /> any Participant for any indirect, special , or consequential damages or lost profits , arising out
<br /> of or related to
<br /> performance of this Agreement or a breach of this Agreement, even if advised of the possibility of such damages or lost
<br /> profits .
<br /> Caremark ( and its affiliates , directors , employees , agents, successors or assigns ) will not be liable for any claim which
<br /> is
<br /> asserted by Member County or Customer more than ninety days after Member County or Customer is or reasonably
<br /> should have been aware of such claim , and will in no event be liable for any claim which is asserted more
<br /> than twelve
<br /> months after the event resulting in damages or loss .
<br /> Caremark does not direct or exercise any control over the professional judgment exercised by any
<br /> pharmacist in
<br /> dispensing prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy .
<br /> Participating Pharmacies are independent contractors, not subcontractors or agents of Caremark, and Caremark shall
<br /> have no liability to Member County or Customer for a claim arising out of any act or omission of any
<br /> Participating
<br /> Pharmacy or its agents or employees .
<br /> 7. TERM AND TERMINATION OF AGREEMENT,
<br /> 7 . 1 Term . This Agreement is for an initial term of two years and four months from the Effective Date,
<br /> through July 31 , 2008 ( the " Initial Term " ), and will automatically continue in effect for successive one
<br /> year terms
<br /> thereafter, subject to the remaining provisions of this Section .
<br /> 7,2 Termination . This Agreement may be terminated as follows :
<br /> a . By any party , with or without cause , at the end of the Initial Term or any renewal term , by
<br /> giving written notice to the others at least 60 days prior to the end of such Initial Term or renewal term ;
<br /> NACo 0 -v2 doe ( 02/24,12006 ) 1RxClaiml Paye 7 of 29
<br /> This document contains proprietary information of Caremark. and may not be used for am purpose other than to evaluate entering
<br /> into a relationship
<br /> with Caremark , nor may it he duplicated or disclosed to others for any purpose
<br />
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