AG 2008 08 18 - Laserfiche WebLink

Home Browse Search

Atm: Mr. Andrew Goldschmidt, Director, Membership Marketing 25 Massachusetts Ave., NW Ste. 500 Washington, DC 20001 Fax No.: (202) 393-2630 9. MISCELLANEOUS. 9.1 Entire Agreement; Interpretation; Amendment; CaanterparW. This Agreeaieat (mchidiiig exhibits, schedules, attachments, ar any addendum to this Agreement) constimus the entire understanding and obligation of the parties with respect to the Services a~ supersedes any prior agreements, writings, or understandings, whether oral or written. The headings in this Agreement are used only for convenience of reference and do not affect the meaning or inurpretation of any provision. The parties may amend this Agreement only through a properly executed writing authorized by both parties. This Agreement may be execued in several counuryarts, all of which taken together constitute a single agreement between the parties. 9.2 Binding Effect; Asafgament. This Agreement is binding on the parties and their respective successors and permitted assigns. None of the parties may assign this Agreement, in whole or in part, without the prior written consent of the otiiers (which consent will not be unreasonably withheld); except that Caremark may assign this Agreement, in whole or in part, to any entity that controls, is controlled by, or is tinder common control with Caremark. 9.3 Independent Contractor; Third Parties. The parries u this Agreement are independent contracurs, and have no other legal relationship under or in correction with this Agreement No term or provision of this Agreement is for the benefit of any person who is not a party hereto (including, without limitation, any Participant or broker), and no such party will have any right or cause of action heretnder. 9.4 Waivers. Any failtue by a party to comply with any wvenant, agreement, or condition herein or in any other agreements or inattuments executed and delivered hereunder may be waived in writing by the party in whose favor such obligation or condition rtma; except that failure to insist upon strict complianx with any such covenant, agreement, or condition will not operau as a waiver of, or estoppel with respect to, any subsequent or other failure. 9.5 SeverabWty. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement will remain in full force and effect and will be inurpreted es though such invalid or illegal provision wen not a part of this Agreement. The remaining provisioa9 will be construed to preserve the intern and purpose of this Agreement and the parties will negotiau in good faith to rtwdify any invalidated provisions to preserve each party's amicipaud benefits. 9.6 Enforcement Costa. If any party hereto institutes an action or proceeding to enforce any rights arising under this Agreerttent, the party prevailing in such action or proceeding will be paid all reasonable attorneys' fees and costs to enforce such rights by the other party, such fees and costs to be set by the court, not by a jury, and to be included in the judgrrxnt entered in such proceeding. 9.7 Authority. Each party represents and warrants that it has the necessary power and authority to rnur into this Agreement and to consummate the transactions conumplated by this Agreement. 9.8 Exclusivity. Member County and Conumer hereby grant Caremark during the term of thin Agreement, and any renewals hereof, the exclusive right to provide a Consumer Card Program to Member County and Custorr~r. This exclusive right is solely applicable to Participants designated by Member County as eligible for the Member County's discount consumer card program and shall not affect any other benefits or programs provided to Participants by Member County. Member County and Customer further agree that, during the term of this Agreement and any renewals hereof, it will not negotiate, contract, or agree with any ding manufacturer for the purpose of obtaining Rebates or other discounts relaud to Participants under this Agreement. Member County and Customer also agree to cancel any existing agreements or contracts with any drug manufacturers rehtud to such drug Rebates or discounts as of the Effective Date of this Agreement. In the event of a breach of this Section by Member County or Customer, Caremark may terminate this Agreement. By entering into this Agreement, Customer does not endorse, and Caremark will not represent Customer's endorsement of any other programs or services which Caremark may offer u a Member County or Participant, NACo k4-vJ doe (3/2//06) IRaCldml hse 9 of I4 This document conuins proprietary information of Caremark, and rosy not lx uxd for any purpose o[her than to evaluate rnlering into a relationship with Caremark, nor may it lx duplicated or disclosed to othrra for any purpose. F', [J