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0 BOOK 20 P ME 69
<br />to the Services, provided that the AdvancePCS Indemnitee has acted in a manner that is consistent with this
<br />Agreement and applicable standards of care. AdvancePCS shall indemnify and hold harmless Member County,
<br />Customer and their officers, directors, employees, agents, successors, and assigns (collectively "Customer
<br />Indemnitees") for, from and against any damages, costs, or attorney's fees, actually incurred by any Customer
<br />Indemnitee, as the result of a third party claim that AdvancePCS, its officers, directors, employees, agents,
<br />successors, or assigns acted with negligence, willfully, and/or in violation of applicable standards of care, provided
<br />that the Customer Indemnitee has acted in a manner that is consistent with this Agreement, the Consumer Card
<br />Program and applicable standards of care. However, nothing in this Agreement is to be construed as a waiver of
<br />governmental immunity as offered by the court or state law.
<br />6.4 Compliance with Law. Customer and Member County will comply with all Laws applicable to
<br />its prescription drug benefit plan, including without limitation insurance licensing, antitrust, consumer protection,
<br />and anv other Laws that may apply. AdvancePCS has no responsibility to advise Member County or Customer
<br />about the applicability of or compliance with any applicable Law including, without limitation, HIPAA, the
<br />Employee Retirement Income Security Act, or the Americans with Disabilities Act.
<br />AdvancePCS will comply with all Laws applicable to it and to the Services it provides under this Agreement.
<br />Member County and Customer have no responsibility to advise AdvancePCS regarding its compliance with any
<br />applicable Law.
<br />6.5 Change in Law. The parties will attempt to equitably adjust the terms of this Agreement to take
<br />into account any Chance in Law or any material change in drug industry practice that materially alters the rights or
<br />obligations of either parry under this Agreement. If the parties are unable to agree upon an equitable adjustment
<br />within sixty days after either party notifies the other of such a Change in Law or material change in drug industry
<br />practice, this Agreement will automatically terminate.
<br />6.6 Limitations. In no event shall either party be liable to the other party, nor shall AdvancePCS be
<br />liable to any Participant for any indirect, special, or consequential damages or lost profits, arising out of or related to
<br />performance of this Agreement or a breach of this Agreement, even if advised of the possibility of such damages or
<br />lost profits.
<br />AdvancePCS (and its affiliates, directors, employees, agents, successors or assigns) will not be liable for any claim
<br />which is asserted by Member County or Customer more than ninety days after Member Canty or Customer is or
<br />reasonably should have been aware of such claim, and will in no event be liable for any claim which is asserted
<br />more than twelve months after the event resulting in damages or loss.
<br />AdvancePCS does not direct or exercise any control over the professional judgment exercised by any pharmacist in
<br />dispensing prescriptions or otherwise providing pharmaceutical related services at a Participating Pharmacy.
<br />Participating Pharmacies are independent contractors, not subcontractors or agents of AdvancePCS, and
<br />AdvancePCS shall have no liability to Member County or Customer for a claim arising out of any act or omission of
<br />any Participating Phamnacy or its agents or employees.
<br />7. TERM AND TERMINATION OF AGREEMENT.
<br />7.1 Term. This Agreement is for an initial term of three years and one month from the Effective
<br />Date, through July 3l, 2008 (the "Initial Term"), and will automatically continue in effect for successive one year
<br />terms thereafter, subject to the remaining provisions of this Section.
<br />7.2 Termination. This Agreement may be terminated as follows:
<br />a. By any party, with or without cause, at the end of the Initial Term or any renewal term,
<br />by giving written notice to the others at least 60 days prior to the end of such Initial Term or renewal term:
<br />b. Automatically, if the parties are unable to agree on an equitable adjustment under Section
<br />6.5 of this Agreement:
<br />NAOC k2 v2doc (07/06/2005) lHx Clan ml Pauc 7 of Li
<br />This document contains proprietaars information ofAdcaneePCS. and mm' not be used for any purpose other than to evaluate entering into a
<br />relationship with AdvancePCS, nor may it be duplicmed or disc Io,ed to others bar any purpose.
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