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incurred by any Customer lndemnitee, as the result of a third parry claim that Caremark, its officers, directors, employees, agents, successors, or assigns acted with negligence, willfully, and/or in violation of applicable standazds of care, provided that the Customer Indemnitee has acted in a manner that is consistent with this Agreement, the Consumer Cazd Program and applicable standazds of care. However, aothiug in this Agreement is to be constmed as a waiver of govermnental immunity as offered by the court or state law. 6.4 Comptlance with Law. Customer and Member County will comply with all Laws applicable to its prescription drag benefit plan, including without limitation insurance licensing, antitrusk consumer protection, and any other Laws that may apply. Caremazk has no responsibility to advise Member County or Customer about the applicability of or compliance with any applicable Law including, without limitation, HIPAA, the Employee Retirement Income Security Act, or the Americans with Disabilities Act. Cazemazk will cottlply with all Laws applicable to it and to the Services it provides under this Agreement. Member County and Customer have no responsibility to advise Cazetrlazk regazding its compliance wilt any applicable Law. Effective as of Sepkmber 8, 2005, each party certifies that it shall not violate the federal anti-kickback statute, set forth at 42 U.S.C. § 1320a-7b(b) ("Anti-Kickback Statute"), or the federal "Stark Law," net forth at 42 U.S.C. § 1395mm ("Stark Law"), with respect to the performance of its obligations under this Agreer~nt. Further, Caremark shall ensure that individuals meeting the definition of "Covered Persons" (as such term is defined m the Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and AdvancePCS) shall comply with Caremazk's Compliance Program, including training related to the Anti-Kickback Statute and the Stark Law. In additiork Caremazk's Code of Conduct and policies and procedures on the And-Kickback Statute and Stark Law maybe accessed a[ httD•//www Caremark com/wos/rwrtaU s I55/3370?crna=CMS-2-007764. 6.5 Change in Law. The parties will attempt to equitably adjust the terms of this Agreement to take into account any Change in Law or any material change in drag industry practice that materially alters the rights or obligations of either party under this Agreeaunt. Lr the parties are unable to agree upon an equitable adjustment within sixty days after either party notifies the other of such a Change in Law or materiel change in drag i~uatry practice, this Agreement will automatically terminate. 6.6 Limitations. In no event shall eidrer parry be liable to the other party, nor shall Caremazk be liable to any Participant for any indirect, special, or consequential damages or lost profih, arising out of or reffited to performance of this pgreetnent or a breach of this Agreement, even if advised of the possibility of such damages or lost profits. Caremark does not direct or exercise any wntrol over the professional judgment exercised by any pharmacist in dispensing prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy. Participating Pharmacies are independent contractors, not subcontractors or agents of Caremark and Caremazk shall have no liability to Member County or Customer for a claim arising out of any act or omission of any Participating Pharmacy or its agents or employees. Caremazk shall be entitled to rely on Fast Data Bank, Medi-Span or any other nationally available repotting service of pharmaceutical prices selected by Caremark w determine AWP for purposes of establishing the pricing provided to Custorr~r under thin Agreement. Customer acknowledges that Caremazk does not establish AWP, and Caremark shall have no liability to Customer arising from the use of First DataHank, Medi-Span or any other nationally available repoting service. Customer acknowledges that if the reporting source for determining Customer's AWP should not continue to support AWP, Customer shall cooperate with Caremark to negotiate the pricing hereunder to maintain the parties' respective economic position under this Agreement as of the Effective Date. 7. TERM AND TERMINATION OF AGREEMENT. 7.1 Term. Tltis Agreement is for an initial term of three years from the Effective Date, through May 14, 2011, (the "Inltlal Term"), and will automatically continue in effect for successive one yeaz terms thereafter, subject to . the remaining provisions of this Section. 7.2 Termination. This Agreement maybe temtinated as follows: NACo k4 v3 dac (3lL/08) IRxClaiml Page 7 of 14 This document contains proprietary information of Caremark, and may not be wed for any purpwe other Than m evaluate entering into a relationship with Caremark, nor may it be duplicated or disclosed [a othm for any purpose. r~ 4