AG 2008 08 18 - Laserfiche WebLink

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2. FEES AND PAYMENT. 2.1 Feea. The`partiea agree that, in lieu of billing Member County a "per Claim" fee for Services, Caremark shell retain 100% of We Rebates u reuonable compensation for the Services. Customer sad Member County understand and agree that neither they nor any Participant will share in the Rebate monies collected from Manufacturers by Caremark. 2.2 Remedlea. In the event Member County or Customer incurs any fee, ae identified in Exhibit B, it will pay Cazemark such fees es reuonable compensation. In the event any such fees apply anti Member County or Cuatorrer fails to pay Camntark by the due date any amount owing, Caremark, atDer nuking a roasonable effort to collect and upon notice to such Member County or Customer Wray, in addition to its remedies under this Agreement, at Law or in equity, do any or all of the following: (i) suspend perfomutnco of any or all of Caromuk's obligations under or in correction with this Agreement with respect to such Member Comty or Customer, including Ceremark's obligation to procus Claims ar (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 Prleing Changes. After We Initial Term of this Agreement, u set forth in Section 7.1, Catemazk may change the fees applicable to the Courmrer Card Program. Caremark will give Customer sixty days' writtea notice of aay change, and such change will take effect on the fast day of the month following the sorry-day antics period. Customer may object to an iacreue in fas by providing written notice to Caremark at lent thirty days befom the expiration of the sixty-day notice period. If the partlee cannot agroe on en appropriate fee, th{a Agreement will terminate at the end of the sixty-day antics period. If Customer does not tinily object, Customer will have no right to terminate this Agreement bued on the pricing change. 3. CUSTOMER AND MEMBER COUNTY OBLiGATION3. 3.1 Marketing Materlab. The parties agroe to use only those marketing brochures aad other advertising materiels pertaining to Customer's Conaumm Card Program (in any medium, including, but not limited to, written commmicationa, verbal communications and web based marketing) that have been approved by the other. Member County and Customer further agree that they will coaununicate such requiromeata to ib clients or groups aad will ensure that each clients or groups comply with the requirements of this Section 3.1. Caremark may terminate this Agroermnt irrmlediately in the event Member County or Customer fails to comply with We provisions of this 3ecdon 3.1. Caremark will provide its standard marketing brochuros, advertisiag materials and mail order forma, u applicable, to Member County at m coat. Caremark will work with and support each Member County fa muketing the Consumer Card Program at no cost. If the cost usocieted with providing such materials is deterndned by Caromark to be tuueuonable or excessive, Member County shall pay for the cosh of the materials at a rate b be mutwlly agroed to by the parties in writing. If Member Comry elects to use customized brochtues or advertising materials (ia any medium, including but not limited to .:written communicatom, verbal communicatiow and web bead marketing), Member County wi11(i) obtain Cerematk's approval on such forms, and (ii) pay a reasonable charge, u established by Caromuk, for such materials if created o! provided by Caremark. 3.2 Support of Consumer Card Program. Customer will recommend and support the Consumer Cerd Program in accordance with We terms of this Agreement. 4. USE OF AND ACCE98 TO INFORMATION. 4.1 Use of Participant Information. Carmnark, Customer and Member County may use, disclose, reproduce or adapt information obtained is comedian with this Agreement, including Claims ("Claims Information") u well u Eligibility Iafortrladom, in any mamer they deem appropriate, except that each party and its agents, employees and contractors ahpll maintain the confidentiaBry of this information to the extent required by applicable Law, end may not use the infomaion in any way prohtbited by Law. Any work, compilation, processes or inventions developed by Caremark, Customer, Member County or Weir respective agents, employees or contractors, is deemed Confidential Information of such parry under this Agreement. This document contains proprieury information of Carorrwrk, and may not be used for any purpow other than to evaluate entering into a rohtionahip with Ceronark, nor may it be dupllcatd or diacloaed to others for any purpae.