2005 - 10-17-05 Regular Meeting - Laserfiche WebLink

Home Browse Search

Eli] D Bou 20 PAGE 606 2. FEES AND PAYMENT. 2.1 Fees. The parties agree that, in lieu of billing Member County a "per Claim" fee for Services, AdvancePCS shall retain 100% of the Rebates as reasonable compensation for the Services. Customer and Member County understand and agree that neither they nor any Participant will share in the Rebate monies collected from Manufacturers by AdvancePCS. 2.2 Remedies. in the event Member County or Customer incurs any fee, as identified in Exhibit B, it will pay AdvancePCS such fees as reasonable compensation. In the event any such fees apply and Member County or Customer fails to pay AdvancePCS by the due date any amount owing, AdvancePCS, after making a reasonable effort to collect and upon notice to such Member County or Customer may, in addition to its remedies under this Agreement, at Law or in equity, do any or all of the following: (i) suspend performance of any or all of AdvancePCS' obligations under or in connection with this Agreement with respect to such Member County or Customer, including AdvancePCS' obligation to process Claims or (ii) set off against any amounts payable to such Member County or Customer by any amounts due AdvancePCS from such Member County or Customer. 2.3 Pricing Changes. After the Initial Term of this Agreement, as set forth in Section 7.1, AdvancePCS may change the fees applicable to the Consumer Card Program. AdvancePCS will give Customer sixty days' written notice of any change, and such change will take effect on the first day of the month following the sixty- day notice period. Customer may object to an increase in fees by providing written notice to AdvancePCS at least thirty days before the expiration of the sixty-day notice period. If the parties cannot agree on an appropriate fee, this Agreement will terminate at the end of the sixty-day notice period. If Customer does not timely object, Customer will have no right to terminate this Agreement based on the pricing change. 3. CUSTOMER AND MEMBER COUNTY OBLIGATIONS. 3.1 Marketing Materials. The parties agree to use only those marketing brochures and other advertising materials pertaining to Customers Consumer Card Program (in any medium, including, but not limited to, written comnttul ications, verbal communications and web based marketing) that have been approved by the other. Member County and Customer further agree that they will communicate such requirements to its clients or groups and will ensure that such clients or groups comply with the requirements of this Section 3.1. AdvancePCS may terminate this Agreement immediately in the event Member County or Customer fails to comply with the provisions of this Section 3.1. AdvancePCS will provide its standard marketing brochures. advertising materials and mail order forms, as applicable, to Member County at no cost. AdvancePCS will work with and support each Member County in marketing the Consumer Card Program at no cost. If the cost associated with providing such materials is determined by AdvancePCS to be unreasonable or excessive, Customer or Member County shall pay for the costs of the materials at a rate to be mutually agreed to by the parties in writing. If Member County or Customer elects to use customized brochures or advertising materials (it) any medium, including but not limited to written communications, verbal communications and web based marketing), Member County and Customer will (i) obtain AdvancePCS' approval on such forms, and (ii) pay a reasonable charge, as established by AdvancePCS, for such materials if created or provided by AdvancePCS. 3.2 Support of Consumer Card Program. Customer will recommend and support the Consumer Card Program in accordance with the terms of this Agreement. 4. USE OF AND ACCESS TO INFORMATION. 4.1 Use of Participant Information. AdvancePCS, Customer and Member County may use, disclose, reproduce or adapt information obtained in connection with this Agreement- including Claims ("Claims Information") as well as Eligibility Information, in any manner they deem appropriate, except that each party and its agents, employees and contractors shall maintain the confidentiality of this information to the extent required by applicable Law, and nnay not use the information in any way prohibited by Law. Any work, compilation, processes or inventions developed by AdvancePCS, Customer, Member County or their respective agents, employees or NAOC 1:2 v2 doc (07/06/2000 JR%CInn,I Paee4 of G this document contains proprietan• information of AdraneePCS, and mac riot be used for am- purpose other than to evaluate entering into a relationship with AdvancePCS_ nor ma, it be duplicated ordisclo,ed to others for am' purpose-