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5.6 Proprietary to Caremark Member County and Customer acknowledge that the Formulary is
<br /> proprietary to Cazemark. Further, all Caremark databases, as well as the soRware, hard coding, and logic used to
<br /> generate the compilations of information contained in Caremark's Claims adjudication system and in all other databases
<br /> developed by Caremark or its designees in connection with performing Services including identifiers assigned by
<br /> Cazemark, and the format of all reports, printouts, and copies there from, and any prior and future versions thereof by
<br /> any name, are the property of Caremark and are protected by copyright which shall be owned by Cazemazk.
<br /> 5.? Tradenames; Trademarks; and Service Marks. None of the parties hereto may use any
<br /> tradenames, trademarks or service marks of another, or any word or symbol likely to be confused with such tradenames,
<br /> trademarks or service marks, unless authorized in writing or as expressly permitted by this Agreement.
<br /> 5.8 Remedies. Any unauthorized disclosure or use of Confidential Information would cause Caremark,
<br /> Member County or Customer immediate and irreparable injury or loss that cannot be adequately compensated with
<br /> money damages. Accordingly, if any party hereto fails to comply with this Section 5, the other(s) will be entitled to
<br /> specific performance including immediate issuance of a temporary restraining order or preliminary injunction enforcing
<br /> this Agreement, and to judgment for damages (including reasonable attorneys' fees) caused by the breach, and to any
<br /> other remedies provided by Law.
<br /> 6. LIMITATION OF LIABILITY; COMPLIANCE !'VITH LAW.
<br /> 6.1 Warranty. This Agreement is not a contract for the sale of goods. Cazemark will perform the
<br /> Services in a good and workmanlike manner in accordance with the customs, practices, and standards of providers
<br /> skilled in the industry. EXCEPT AS WARRANTED IN THIS SECTION 6.1, CAREMARK DISCLAIMS ALL
<br /> EXPRESS AND ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING THE SUITABILITY FOR ANY
<br /> PARTICULAR PURPOSE OF THE DATA GENERATED THROUGH THE CAREMARK SYSTEM. CAREMARK
<br /> RELIES ON FIRST DATABANK, MEDI-SPAN, OR INDUSTRY COMPARABLE DATABASES IN PROVIDING
<br /> CUSTOMER, MEMBER COUNTY AND PARTICIPANTS WITH DRUG UTILIZATION REVIEW SERVICES.
<br /> CAREMARK HAS UTILIZED DUE DII,IGENCE IN COLLECTING AND REPORTING THE INFORMATION
<br /> CONTAINED IN THE DATABASES AND HAS OBTAINED SUCH RVFORMATION FROM SOURCES
<br /> BELIEVED TO BE RELIABLE. CAREMARK, HOWEVER, DOES NOT WARRANT THE ACCURACY OF
<br /> REPORTS, ALERTS, CODES, PRICES, OR OTHER DATA CONTAINED IN THE DATABASES. THE CLINICAL
<br /> INFORMATION CONTAINED IN THE DATABASES AND THE FORMULARY IS INTENDED AS A
<br /> SUPPLEMENT TO, AND NOT A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL, AND
<br /> NDGMENT OF PHYSICIANS, PHARMACISTS, OR OTHER HEALTH-CARE PROFESSIONALS INVOLVED W
<br /> PARTICIPANT'S CARE. THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION
<br /> SHALL NOT BE CONSTRUED TO INDICATE THAT THE DRUG OR DRUG COMBINATION IS SAFE,
<br /> APPROPRIATE OR EFFECTIVE FOR ANY PARTICIPANT. CAREMARK DOES NOT WARRANT THAT ITS
<br /> SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
<br /> 6.2 Force Majeure. Except for the payment obligations set forth in Section 2 of this Agreement, the
<br /> parties are excused from performance under this Agreement to the extent that a party is prevented from performing any
<br /> obligation, m whole or in part, as a result of causes beyond its reasonable control, including, acts of God, was, civil
<br /> disturbance, court order, governmental intervention, Change in Law, nonperformance by the other party or any third
<br /> parry, failures or fluctuations in electrical power, heat, light, air conditioning, or telecommunications equipment. Any
<br /> nonperformance under this Section 62 will not constitute a default or a ground for termination of this Agreement.
<br /> 6.3 Indemnity. To the extent permitted by applicable Law applicable to Customer and each Member
<br /> County, Customer and Member County shall indemnify and hold harmless Caremark and its officers, directors,
<br /> employees, agents, successors, and assigns ("Caremark Indemnitees") for, from and against any damages, costs, or
<br /> attorney's fees, actually incurred by Caremark a Caremark Indemnitee, as the result of a claim brought by any third
<br /> party or a participant or beneficiary relating to the Services, provided that the Caremark lndemnitee has acted in a
<br /> manner that is consistent with this Agreement and applicable standards of care. The foregoing indemnification shall not
<br /> apply and shall not be enforceable to the extent any applicable Law prohibits a Member County from providing such
<br /> indemnification. Caremark shall indemnify and hold harmless Member County, Customer and their officers, directors,
<br /> employees, agents, successors, and assigns (collectively "Customer Indemnitees") for, from and against any damages,
<br /> costs, or attorney's fees, actually incurred by any Customer Indemnitee, as the result of a third parry claim that
<br />
<br /> NACo_ k3-v2.doc (02124/2006) IRxClaiml Page 6 of29
<br /> This document contains proprietary information of Caremark, end may no[ he used for any purpose other than to evaluate entering into a relationship
<br />
<br /> with Caremark, nor may it be duplicated or disclosed to others for any purpose.
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