Agreement for Promotion,
Fulfillment and Distribution Of
The County of Carbon
Program/Comprehensive HealthCare Solutions, Inc.
This AGREEMENT (the
“Agreement”) by and between Comprehensive HealthCare
Solutions, Inc. (“CMHS”) a Delaware corporation,
located at 45 Ludlow St. Suite 602, Yonkers, NY 10705 and The
County of Carbon, a Municipal Corporation (“CLIENT”),
for itself, located at Carbon County Courthouse Annex, Jim Thorpe,
Pa. 18229-1238 (the “Parties”) is made and entered into
as the latest of the signature dates set forth on the signature
page below and shall be effective as of such date (the
“Effective Date”)
WHEREAS, CLIENT is a Municipal
Corporation and CLIENT desires to contract with CMHS for access to
its Health Discount programs to distribute to all county residents
and,
WHEREAS, CMHS is in the business of
providing consumer healthcare savings programs, support and
administration,
AND, WHEREAS, CLIENT and CMHS wish
to enter into an agreement to provide for the distribution of the
Program to all Carbon county residents Therefore, it is agreed as
follows:
TERMS
CMHS shall offer at no charge, the
Carbon County prescription discount card (the
“Program”) to county residents of CLIENT as shown in
Exhibit A. The parties hereby agree that any changes in services
offered in connection with the Program shall require the parties to
execute a written amendment to this agreement
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2
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Obligations and Expenses of CMHS
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2.1
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Provide access to the Provider Networks for all
eligible members for participating discounts
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2.2
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Provide approval process for any materials used
for distribution or marketing of the Program by CLIENT
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2.3
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Handle all Provider calls concerning the program
or membership eligibility
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2.4
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Maintain a customer service unit with toll free
access to respond to members concerns including:
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2.4.1
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Location of providers
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2.4.2
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Access to benefit services
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2.4.3
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Complaints and suggestions
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2.4.4
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Internet accessible services
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2.5 No Enrollment is required, the CARxBON
prescription card will be pre-activated. Card will be available for
immediate use.
2.6 Pay Rx administration fee of
$.10 for each eligible prescription filled to Client within 10 days
of receipt from Prescription Benefits Manager (PBM)
2.7 County will receive reports provided by the
PBM on a monthly basis and receive payments of administration fee
quarterly.
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Obligations and Expenses of
CLIENT
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3.1
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Offer the Programs to distribution points as
feasible
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3.2
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Advertise and promote the Program;
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3.3
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Provide training to all parties of Program and
related consumer benefits
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4.1
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During the term of this Agreement, CLIENT agrees
to contract exclusively with CMHS as the provider of network
services for Health Discount Programs.
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6.1
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Term. The term of this Agreement shall begin
upon the Effective Date and shall continue for three years (the
“Term”).
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6.2.1
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This Agreement will automatically renew for an
additional Term of three years unless either party delivers ninety
(90) days written cancellation prior to the end of the original
Term, or any renewal Term.
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6.3
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Termination/Withdrawal.
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Carbon County may terminate this Agreement upon
thirty (30) days notice notice to CMHS.
6.4 Survival. Those provisions of this Agreement
which by their nature extend beyond termination or expiration will
survive and remain in effect until all obligations hereunder are
satisfied, specifically provisions dealing with confidentiality,
title, indemnification, limitation of liability and payment of fees
shall survive such termination or expiration.
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7
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Intellectual Property (IP) Rights and
Control
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7.1
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CMHS Grant of License. CMHS hereby grants CLIENT
an-exclusive license during the Term and any extensions thereof to
display CMHS’s trademarks, logos, service marks and other
graphical items in the form, and format and style guidelines
provided by CMHS (“CMHS IP Materials”) on
Client’s website and as otherwise set forth
herein.
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7.2
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CLIENT Grant of License. CLIENT hereby grants
CMHS a non-exclusive license during the Term and any extensions
thereof to display CLIENT’s trademarks, logos, service marks
and other graphical items in the form, and format and style
guidelines provided by CLIENT, (“CLIENT IP Materials”)
and as otherwise set forth herein. Any other use or display of
CLIENT IP Materials by CMHS shall require the prior written consent
of CLIENT
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7.3
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Ownership of Intellectual Property by CLIENT.
CMHS acknowledges that, as between it and CLIENT, CLIENT owns or is
the licensee of, all right, title and interest in and to all
CLIENT’ trademarks, logos, service marks and other graphical
items in the form, and format and style guidelines provided by
CLIENT (“CLIENT IP Materials”) as of the Effective Date
of this Agreement, including the CLIENT trademarks, except for any
CMHS IP Materials displayed on such site. CMHS understands and
agrees that its use of any of the foregoing CLIENT IP Materials in
connection with this Agreement shall not create in it any right,
title or interest, in or to such property, and that all such use
and goodwill associated with any such use of the CLIENT IP
materials shall inure to the benefit of CLIENT
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7.4
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Ownership of Intellectual Property by CMHS.
CLIENT acknowledges that, as between it and CMHS, CMHS owns or is
the licensee of, all right, title and interest in and to all IP
Rights contained in the CMHS IP Materials, including the CMHS
trademarks, except for any CLIENT trademarks displayed on such CMHS
IP Materials or the Co-Branded site. CLIENT understands and agrees
that its use of any of the foregoing CMHS property in connection
with this Agreement shall not create in it any right, title or
interest, in or to such property, and that all such use and
goodwill associated with any such use of the CMHS IP materials
shall inure to the benefit of CMHS.
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7.5
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Trademark Quality Control. Each Party’s
use of the other’s trademarks on each Parties website and
other materials and co-branded items shall be in
accordance
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with such Party’s policies
regarding trademark usage. In the event that a Party determines
that its trademarks are being used by the other Party in a manner
that is inconsistent with its standards and reasonably demonstrates
such inconsistency to the other Party, such other Party shall
within thirty (30) days thereafter cure such inconsistency;
provided, however, that if either Party does not cure such
inconsistency within such period, such Party shall be in breach of
this Agreement. Each of the Parties hereto shall use the other
Party’s logos and/or trademarks in accordance with each
Party’s respective trademark and/or logo usage
policies and in furtherance of the purposes of this
agreement.
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7.6
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Protection of Rights and Withdrawal. Each Party
may cease use of any IP Materials of the other Party if the Party,
in its sole discretion, determines that use, display, transmission,
or distribution of such the IP Materials of the other Party would
(i) violate or infringe the copyright, trademark or other rights of
any third party, or any other law, court order, Governmental
Regulation or other ruling of any governmental agency or entity,
(ii) subject the Party to any liability, (iii) jeopardize the
Party’s ability to protect its rights or its property in the
manner deemed appropriate by that Party ,or (v) violate any
other rights of a third party.
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8
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Confidentiality/Non-Circumvent
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8.1
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The parties hereby agree to be bound by the
confidentiality and non-disclosure agreement attached hereto as
Attachment B and incorporated by reference herein.
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8.2
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Announcements. No disclosure concerning the
details of this Agreement or the transactions contemplated hereby
will be made by either Party without the prior written approval of
the other, except to their respective representatives who are under
an obligation of confidentiality or as may be required by law.
Either party may announce that a relationship has been formed to
market a co-branded HealthCard. The parties agree to work with each
other regarding announcements and press releases.
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8.3
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Both parties agree that they will be HIPAA
compliant as it pertains to any membership records, eligibility,
medical utilization, or any other procedure regarding data as it
pertains to HIPAA requirements.
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8.4 Client Agrees during the course
of this Agreement and for a period of 2 years after the Agreement,
that it will not solicit or contract, either directly or
indirectly, CMHS’s vendors and network providers.
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Warranties & Indemnification
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9.1
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CMHS represents and warrants that CMHS will
provide services in a good and workmanlike manner and that the
following performance standards are satisfied throughout the term
of the agreement:
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10
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Mutual Representations and
Warranties.
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Each Party hereby represents and
warrants to the other Party that:
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10.1
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It is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation and has all the necessary power and authority (i)
to conduct its business in the manner in which its business is
currently being conducted, (ii) to own and use its assets in the
manner in which its assets are currently owned and used, and (iii)
to enter into this Agreement and perform its obligations under this
Agreement; and
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10.2
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Its execution and delivery of this Agreement,
and the performance of its obligations and duties hereunder, do not
and will not (i) conflict with or result in any breach of any
provision of its certificate of incorporation or by-laws, (ii)
require any filing with, or permit, authorization, consent or
approval of, any Governmental Body, (iii) result in a violation or
breach of, or constitute a default (or give rise to any right of
termination, cancellation or acceleration) under, any terms,
conditions or provisions of any note, bond, mortgage, indenture,
lease, license, contract, agreement or other instrument or
obligation to which it is a Party or by which any of its properties
or assets may be bound, (iv) violate any order, writ, injunction,
decree, or Law applicable to it,
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11
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Infringement Indemnification by CMHS.
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11.4.1
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CMHS will defend or settle any claim against
CLIENT, (or third parties to whom CLIENT i
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