Vendor Agreement - Sample Document

(a)

After Call Work Time shall mean the time spent by Vendor’s CSR documenting an Inbound Call after release by Vendor’s CSR or disconnection.

(c)

Business of the Company shall include, but not be limited to, the following businesses (i) third party prescription drug claims processing business (ii) the marketing of, or consulting as to, prescription drug benefit plans that use (a) a plastic card at a network of retail pharmacies, (b) mail service pharmacy, or (c) other means; (iii) the provision of prescription drugs through mail service; (iv) prescription benefit management business or (v) the practice of pharmacy through the internet, the telephone or other similar means.

(e)

Director of Pharmacy Practice (“DPP”) shall mean the person in whose name a Pharmacy License is registered and who shall have complete authority over all matters regarding compliance with pharmacy standard operating procedures and compliance with all applicable federal and state law. Notwithstanding the foregoing, the Company reserves the right to employ its own DPP for the purposes of this Agreement.

(g)

Inbound Calls shall mean telephone calls routed by the Company to Vendor’s Call Center for the purpose of providing the Services.

(i)

Non-Compete Employee shall mean employees of Vendor with the job title of (i) Account Manager; (ii) Operations Manager; (iii) Team Lead; (iv) Supervisor; (v) Training Employees or (vi) Quality Assurance Personnel, or other salaried Vendor Employees or Floor Supervisory Staff who are exclusively dedicated provide PBM Call Center Services to Company.

(j)

PBM Call Center Services shall mean services that include the receipt and handling of calls pursuant to the Services described in the Project Schedules attached hereto.

(l)

Pharmacy shall mean the area of Vendor’s facility where pharmacy services are to be performed and which is licensed as a pharmacy by the State in which such facility is located.

(n)

Talk Time shall mean the time taken to handle an Inbound Call commencing at the time the Inbound Call is accessed by the Vendor’s CSR and ending when the call is released by Vendor’s CSR or is otherwise disconnected.

(q)

Vendor Employees shall mean CSRs and Pharmacists employed by Vendor and assigned to provide Services to Company.

2.

COMPENSATION

If Vendor timely performs its obligations in accordance with the specifications set forth herein, the Company agrees to compensate Vendor as set forth in the applicable Project Schedule attached hereto and made a part hereof. The parties acknowledge and agree that all rates will remain fixed for the initial 3 year Term of this Agreement

3.

UMBRELLA AGREEMENT; AMENDMENTS

This Agreement shall be an “Umbrella Agreement” which shall apply to projects between the Company and Vendor involving services of the same or similar type as the Services provided for in Section 1. From time to time and as mutually determined by the parties, this Agreement may be amended, by affixing hereto additional Project Schedules (each a “Project Schedule”)(commencing with Schedule B-1 and increasing numerically, B-2, B-3, as necessary) regarding services to be performed by Vendor and compensation to be paid to Vendor by the Company, which services, in each case and on each schedule referred to in this Section 3, shall be the “Services” collectively regarding all such schedules the “Services”. The preceding sentence does not constitute a commitment by the Company to continue any current arrangements beyond its stated term or to enter into any future arrangements with Vendor.

4.

VENDOR’S OBLIGATIONS

Vendor represents, warrants and covenants to the Company:

The parties agree to meet and review the physical security of the APAC sites where the services are performed or will be performed, and agree to develop a Security Standards document which will be mutually acceptable to both parties. Such review and document completion will be completed no later than April 1, 2005.

Only those employees of Vendor who are assigned to perform the Services hereunder or who have a valid business reason for being there shall be allowed access to the portion of the Call Center where the Services (the “Restricted Area”) are being performed. Each employee of Vendor authorized to access the Restricted Area will have a unique identification badge which will clearly identify them as an authorized employee of Vendor. For purposes of this Agreement the term “valid business reason” shall relate to (a) the management of the call center, or (b) related to the Company project as set forth on the applicable Project Schedule.

If required by law, or upon mutual agreement by Company and Vendor, any area where potentially regulated pharmacy services will be performed shall be designated as a “Pharmacy,” and as such, access shall only be gained with the consent of and accompanied by either the DPP or the DPP’s designee, which shall be, at a minimum, a Pharmacist. No employee of Vendor shall have a key to a Pharmacy without the DPP’s consent.

(c)

Replacement of Vendor Employee . Upon notice from the Company or Vendor becoming aware of just cause (just cause includes, but is not limited to, poor quality, ineffective call handling practices, compliance infractions, evidence of drug possession, distribution or use, conviction of the equivalent of a United States’ state or federal felony crime or any crime related to financial fraud, identity theft, or credit card theft, or is not proficient in the English language). Vendor shall immediately remove for any reasonable business related reason any Vendor Employee if, in the Company’s reasonable opinion, the Vendor Employee is unsatisfactory for the Services requested. Vendor shall use its reasonable best efforts to provide, as soon as possible, a qualified replacement for such Vendor Employee who is acceptable to the Company.

(d)

Vendor Employee Background Checks and Drug Screens . Vendor will, at Vendor’s sole cost and expense, cause to be performed criminal background checks and 5-panel drug tests (criteria for such 5 panel drug tests are attached hereto as Exhibit (D) on all Vendor Employees who will be performing the Services or who are permitted access to the area in which the Company’s Services are being performed under Section 4(b) above. The Company will provide to Vendor Standard Operating Procedures (“SOPs”) in the form of attached Exhibit E, APAC Background Check SOP 101602, which Vendor shall follow in conducting criminal background checks and drug screens. The Company must approve the scope of and service provider(s) who perform the criminal background checks and drug tests, which approval will not be unreasonably delayed or untimely withheld.

Upon notice from the Company, Vendor shall immediately remove any Vendor Employee from performing the Services if, in the Company’s reasonable opinion: (i) the employee in question fails the drug test, or (ii) information contained in the criminal background check provides the Company with reasonable suspicion that such employee is not a suitable candidate to perform the Services. Vendor shall use its reasonable best efforts to provide a qualified replacement for the employee acceptable to the Company as soon as reasonably possible.

In the event a Vendor Employee working on the Company’s program(s) has not been administered the appropriate background check or drug screen as defined above, Vendor will pay a penalty of $1,000 per Vendor Employee not having the appropriate background check or drug screen.

(e)

Neither the Services, nor any Vendor supplied materials used in connection with or created by Vendor as a result of performing the Services, will infringe any patent, copyright, trademark, or any proprietary rights of a third party or constitutes a misuse or appropriation of a trade secret.

(f)

No agreements or obligations exist to which Vendor is a party or otherwise bound, in writing or otherwise, with any entity which in any way interfere with, impede or preclude Vendor from fulfilling all of the terms and conditions of this Agreement.

(g)

The Services will be provided in a professional manner, and in accordance with the highest standards and practices, and shall comply with all federal, state, and local laws, statutes, acts, ordinances, rules, regulations, codes applicable to providing the Services.

(h)

During the term of this Agreement, Vendor shall use Vendor’s best efforts to disclose to the Company any information that has been received by or communicated to Vendor or its employees that in Vendor’s reasonable opinion would have a negative effect on the Company or any of its affiliates as described in the applicable SOP.

(i)

The Vendor shall provide the Company’s management representative(s) with one private office and, at a minimum, two (2) phone lines with telephone sets, a fax line and fax machine, two (2) modem ports, a PC, and other office supplies and equipment Company and Vendor agree are necessary to conduct normal business.

(j)

Vendor shall notify the Company within five (5) business days of any change of senior officers or any other information that is material to Vendor’s resident and non-resident pharmacy licenses, provided that Company has informed Vendor of what information is required and when it is required.

(k)

Vendor shall be required to provide reasonable prior notification, and receive written approval of Company, for any changes to the physical space, lay-out or associated security equipment, which approval shall not be unreasonably withheld.

(l)

Upon the request by Company for Vendor to perform the Services in the Spanish Language, Vendor covenants that all CSRs designated to receive said calls shall possess a demonstrated level of fluency in the Spanish Language.  Said fluency shall be reasonably defined by Company and implemented by Vendor by means which include, but are not limited too: (1) a verbal assessment via telephone by a Spanish-speaking employee of Vendor to determine confidence in the use of, pronunciation and proper and complete word choice within, or the response to word problems and scenarios, in the Spanish Language; (2) a written assessment to determine reading and writing skills and comprehension in the Spanish Language; (3) an interview in person by a Spanish-speaking employee of Vendor with responses by the aforementioned CSRs given in the Spanish Language.  Detailed notes of the aforementioned Spanish Language fluency determination shall be kept on file as a part of the records of Vendor employees’ who are assessed for said fluency.  The aforementioned CSRs shall also meet the normal CSR minimum requirements to perform the Services.

(a)

Access Protocol . In connection with Vendor’s access to and use of files within the Company’s computer system (the “System”), only those Vendor Employee’s who have been delegated to perform the Services, and meet the necessary back ground and drug testing requirements hereunder will have access to the System. Access will be directly supervised by both Vendor and the Company’s management. Access will be determined by the Company.

(b)

System Modifications . The Company shall provide Vendor with timely prior notice of any changes to the System that will require modifications to the Services provided hereunder, and shall provide Vendor with such assistance (including the provision of instruction manuals) as is reasonably required in connection therewith.

In no event shall Vendor allow any data residing on the System to be input to, entered, transmitted over, stored on or otherwise reside on any computer system or terminal or data base of Vendor other than the terminals, computer system and database specifically dedicated to performing the Services and connected to the System.

(c)

Vendor will disable the diskette drives, and USB ports on the PCs used by CSRs, Pharmacists and other Vendor Employees to prevent the saving of patient data and any other Company confidential materials to diskettes or other storage media. Additionally, Vendor will specifically prohibit the saving, printing, recording, or other means of copying or transmitting patient data and Company Confidential Information in a means that is easily transportable.

(d)

Vendor shall follow the Company’s IT Standard Operating Procedures, in the form of attached Exhibit E, Medco IT SOPs, with respect to maintaining the Company’s data systems, data security, and systems attached to the Company’s network as provided by the Company.

6.

TRAINING