AG 2008 08 18 - Laserfiche WebLink

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4.2 Rtght to Audit Rebates. Customer, at its sole expense, may audit a reasonable sample of records duectly related to Customer's Rebates once in each twelve-month period (following sixty (60) days written notice to Caremark). Such records shall be limited to infomration necessary for validating the accuracy of the Rebate amounts distributed to Member County by Caremark. The parties agree that an independent third-patty auditor agreeable to Customer and Csrernark shall conduct such audit, and that such firm will sign a Caremark confidrntiality agrement ensuring that all details and terms of ali Manufacturer Rebate contracts with Caremark (except the total aggregate amount due to Customer) will be treated as confidential to Caremark and will net be revealed is any mamner or form by or to any person or rntity. Furthermore, such audit shall be conducted at Caretmrk's office where such records are located, during normal business hours, without undue interference with business activities, and im accordance with reasonable audit procedures. 5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY. 5.1 ConRdemtlal and Proprietary Informadoa Ia cotmection with this Agreement, each party may disclose to the other party certain proprietary or confidential technical and busi~as information, databases, trade secrets, and innovatlona belonging ro the disclosing party ("Confidentlal Informadon'~, the value of which might be lost if the proprietary nature or confidentiality of such Confidrntial Information is sat tnaiatained. For the purposes of this Section, the contents of this Agreement surd of any exhibits, amendments, or addenda attached hereto are deemed Confidrntial Information. Furthermore, any work, compilation, processes or invrndana developed by Caremark, Member County or Cusromer, or their respective agents, employees or contractors, is deerced Confidential Information of such party under this Agreement. Notwithstanding the foregoing, Confidential hiformation may be disclosed by Member County in response to. a request made pursuant ro the Member County's applicable state Public Records Law, insofar as disclosure is required by that Law. Member County shall provide Caremark with (i) notice of its intent ro disclose Confidential btformation surd (ii) an opportttnity for Caremark ro object to such disclosure in accordance with Law. 3.2 Noo-Discloaure of CorrIIdendal Informatlon. The parties will not (except to the extent expressly sudtorized by this Agreement) disclose Confidential Information of any other ro anyone outside of Caremark, Member County ar Cusromer, nor will they copy or reproduce any Confidential Information of another unless expressly authorized ro do.so by such party in writing. Each parry will disclose Confidential Information of another only ro its employees who have a need ro ]mow the Confidential Information in order to accomplish the purpose of this Agreement and who (i) have been informed of the wnfidetttiel and proprietary nattre of the Confidential Information, and (it) have agreed not to disclose it ro others. In order ro preserve and protect the confidential or proprietary nature of any Confidential Information and ro prevent it from falling into the public domain ar into the possession of persons not bound ro maintain its confidentiality, each party will hurdle the Confidential Information of any other patty with the same degree of care that it applies with respect ro its own information that it considers as confidential and proprietary, but in no event with less than reasonable care. 3.3 Exceptlona and Permitted Disclosure. The receiving party of Confide~al Information will not be liable for any disclosure or use of Confidential Information which is publicly available or later becomes publicly available other than through a breach of this Agreemrnt' or if the Confidential Information is shown by written documentation to be known to the receiving party on the date of execution of this Agreement' having been received from a source (other them a party to this Agreement) that had the right ro disclose the Confidential Information. 5.4 Subpoena. Confidential Infortmation may be disclosed pursuant ro a bona fide subpoena if the party receiving the bona fide subpoena has given the other party prompt written notice of receipt of the subpoena so that the other party can object or otherwise intervrne as it deems proper. S.S Return or Destructlon of Infortrtadoa. Alt Confidential Information will remain the property of the disclosing party, and the receiving party will return all written or tangible materials, and all copies thereof, upon request of the disclosing party. if and ro the extent feasble, upon termination of this Agreememt, Caremark will destroy or will return to Member County or Customer all PHI obtained pursuant ro this Agreement and shall retain ao copies thereof; provided however, that if such return or destruction is not reasonably feasible, the provisioms of Section 4 of this Agreement shall continue ro apply to such infomtation after the termination hereof. 5.6 Proprietary to Caremark. Member County and Customer acknowledge that the Formulary is NACo k4-v3 dac (5/2//08) IRat:lalml Paae S of 14 This docunent conuins proprietary information of Caremark, and may not 6e used for any putpou other than to evaluate entering into a relationship with Caremark, nor may it be duplicated or diulosed to others far any purpose. ~ ,q