COM 0846.001 2010-2012 - Laserfiche WebLink

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C . Carero reasonable notice to Careington. Careington shall cooperate with Client's auditor in the performance of any audit. Client shall be responsible for the cost of the audit unless the audit reveals a discrepancy of more than five percent (5%) in the amount of fees owing to Careington, in which case Careington shall be responsible for the cost of such audit. 5. Marketing Fee. As compensation for Client's marketing responsibilities, Careington shall pay Client a percentage of gross revenue collected based on the number of Customers as set forth on Schedule 2 from all Customers in the Benefits Plan (the "Marketing Fee"). Careington shall pay Client monthly, based on the number of Customers as of the last day of the month, as set forth on Schedule 2. Such monthly payment shall be made on or before the twentieth (20th) day of the following month such fees are collected. For purposes of this Agreement, "gross revenues" shall mean Careington's gross revenues collected under the program, less any charge backs, refunds or adjustments. 6. Mutual Representations and Warranties. Each party, including Member Counties, hereby represents and warrants to the others as follows as of the date hereof(or for a Member County, on the date of the Acknowledgment): (a) Organization and Standing. It is duly organized, validly existing and in good standing under the laws of its state of organization or incorporation and has the power and authority to own, lease and operate its assets and to carry on its business as it is now being conducted. (b) Authorization. It has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations under this Agreement have been duly and validly authorized and approved by all requisite action and no other acts or proceedings on its part, including approvals, consents or authorizations by any of its stakeholders, are necessary to authorize the execution, delivery and performance of this Agreement or the transactions contemplated hereby. This Agreement constitutes its legal, valid and binding obligation and is enforceable in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights and the obligations of debtors generally and by general principles of equity, regardless of whether considered in a proceeding at law or in equity. (c) Consents and Approvals. No consent, approval, non-disapproval, authorization, ruling, order of, notice to or registration with, any governmental or regulatory authority or any person, partnership, corporation, firm, trust or other entity is required on its part in connection with the execution and delivery of this Agreement or its consummation of the transactions contemplated hereby. (d) Actions Pending. There is no action, suit, investigation or proceeding pending or, to its knowledge, threatened against it or any of its properties or rights, by or before any court, arbitrator or administrative or governmental body, which action, suit, investigation or proceeding could reasonably be expected to impair its ability to perform its obligations under this Agreement. Dental Discount Program Agreement Page 5