TERMS & CONDITIONS

ABANDONED MEDICATIONS MAIL-BACK PROGRAM

These Terms and Conditions, together with the applicable order form or enrollment form attached hereto and
incorporated herein (“Order Form(s)”) (collectively, the “Agreement”) is made and is effective as of the date indicated on the Order Form (the “Effective Date”), by and between Inmar Rx Solutions, Inc., a Texas corporation with offices at 3845 Grand Lakes Way, Grand Prairie, Texas 75050 (“Inmar”), and the client indicated on the Order Form (“Client”).

Recitals:

Inmar is providing an Abandoned Medications Mail-Back Program service for the collection and disposal of patient-owned prescription medications (the “Program”).

Agreement:

In consideration of the foregoing recitals incorporated by reference and the covenants herein, the parties agree to be bound as follows:

  1. Service Overview. Inmar will provide Client with the Program for the collection and disposal of prescription medications left or “abandoned” by patients (such medications, “Abandoned Medications”) at Client’s registered practitioner locations (“Location(s)”) that can be implemented and managed in compliance with the Drug Enforcement Administration (DEA) Secure and Responsible Drug Disposal Act of 2010, as described below.
  2. Term; Termination. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until either party provides the other party with written notice of its intent to terminate at least sixty (60) days prior to such termination unless otherwise set forth on the Order Form. In addition, either party may terminate this Agreement immediately upon notice to the other party if: (i) bankruptcy, receivership, insolvency or similar proceedings under federal or state law, whether voluntary or involuntary, are commenced against the other party, or (ii) in the event the other party breaches any term or provision of this Agreement and does not cure said breach
    within thirty (30) days of receipt of written notice from the non-breaching party.
  3. Process. Inmar will supply Client with an initial supply of prepaid, preaddressed sealable, tamper-evident mailing envelopes (“Mail-Back Envelope(s)”), as authorized by and in compliance with applicable laws and regulations, and instructions to provide to patients at the Locations. Inmar will replenish the supply of Mail-Back Envelopes upon request. Inmar will provide reporting to Client on Mail-Back Envelopes received by the third-party waste destruction provider that Inmar contracts to perform disposal services.
  4. Client Obligations.
    1. Client shall
      i. issue Mail-Back Envelopes to each patient at its Locations (“Patient”) upon admission if such Patient is in possession of Patient’s own prescription medications dispensed prior to admission;
      ii. instruct Patient to place such medications into the Mail-Back Envelope and to seal the Mail-Back Envelope;
      iii. record the serial number of the Mail-Back Envelope into Patient’s record, noting that the sealed Mail-Back Envelope is safely secured in Patient's room at the Location with Patient’s personal belongings;
      iv. securely store the sealed Mail-Back Envelope in Patient's room at the Location until Patient is discharged; and
      v. upon discharge, ensure Patient has retrieved the sealed Mail-Back Envelope along with Patient’s other personal belongings, or, in the event of the death of Patient prior to discharge, ensure Patient’s sealed Mail-Back Envelope is provided to Patient’s next of kin along with Patient's other personal belongings.
    2. If Patient leaves the sealed Mail-Back Envelope at the Location after Patient discharge, Client shall follow its own policies and procedures for the handling of Abandoned Medications.
    3. Client agrees that it is the responsibility of Client to know and follow applicable federal, state, and local laws and regulations pertaining to the proper handling of Abandoned Medications, and Client shall not utilize the Mail-Back Envelopes in any manner that is not compliant with such applicable laws and regulations. As this service is intended for consumer use, it is not a DEA-registered service.
  5. Fees. Client shall pay Inmar the fees listed on the Order Form. Inmar shall submit to Client itemized statements detailing the fees accrued by Client during the current billing cycle. Payment in full of all fees listed on the invoice shall be received from Client by Inmar within thirty (30) days of the invoice date via check, wire transfer or ACH draft. The undisputed fees payable hereunder shall not be reduced by any deduction or other offsets. Funds must be presented in U.S. currency. All invoices not paid by Client by the due date are subject to a past due charge (“Past Due Charge”) of 1.5% per month, or the maximum rate permitted by law, whichever is lower. In the event Client fails to make payments within sixty (60) days of the date of the invoice, Inmar may, in its sole discretion, discontinue the performance of all services for Client until such time as all accrued and unpaid undisputed fees are paid in full. In the event that any Inmar invoice is collected by or through an attorney or collections agent, Inmar shall be entitled to recover reasonable attorneys’ fees and the cost of collection from Client.
  6. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, INMAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT, THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE SERVICES PROVIDED BY INMAR ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL INMAR BE LIABLE TO CLIENT FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR
    CONSEQUENTIAL DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), OR LOST TIME, SAVINGS, PROPERTY, PROFITS, OR GOODWILL, WHICH MAY ARISE IN CONNECTION WITH THE SERVICES PROVIDED BY INMAR, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF INMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.
  7. Confidentiality. In connection with this Agreement, each party (in such capacity, the “Disclosing Party”) has disclosed or may disclose to the other party (in such capacity, the “Receiving Party”) certain of its trade secrets, know-how and other Confidential Information (as defined below). The Receiving Party agrees not to use any of the Disclosing Party’s Confidential Information for any purpose except to perform its obligations under this Agreement. The Receiving Party further agrees (i) not to disclose any of the Disclosing Party’s Confidential Information to any third party without the prior written approval of an authorized representative of the Disclosing Party; (ii) not to use any of the Disclosing Party’s Confidential Information for its own or a third party’s benefit; and (iii) to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information. “Confidential Information” means any information disclosed by the Disclosing Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation all financial and business information, computer software, processes, pricing policies, product plans, designs, market research and analysis, costs, customer and supplier lists, strategies, forecasts, know-how, data, methodologies, concepts, tools, trade secrets, inventions and ideas, and all other information disclosed by the Disclosing Party pursuant to this Agreement. Confidential Information shall not, however, include any information which Receiving Party can establish (i) at the time of disclosure or thereafter is in the public domain or becomes generally known to the public through no fault of the Receiving Party; (ii) was available to the Receiving Party on a nonconfidential basis from a source other than the Disclosing Party, provided that such source was not known by the Receiving Party to be bound by a confidentiality agreement with the Disclosing Party; (iii) is known to the Receiving Party (as evidenced by its written records) prior to receipt thereof from the Disclosing Party; or (iv) is required to be disclosed by a court of competent jurisdiction or by law, provided that the Disclosing Party is given prior written notice of such disclosure (to the extent legally permitted). The obligations of nondisclosure and confidentiality undertaken by each party under this Agreement shall continue for the term of this Agreement and for a period of four (4) years following the termination or expiration of this Agreement, except that Confidential Information identified as a trade secret shall be subject to and protected by such obligations of nondisclosure and confidentiality in perpetuity.
  8. Limitation. Unless otherwise limited herein, the liability of Inmar to Client under this Agreement or otherwise, regardless of the form of claim or action, will not exceed $5,000. No action arising out of this Agreement may be brought by either party more than one (1) year after the date on which the cause of action has accrued.
  9. Indemnification of the Parties. Except as otherwise limited herein, each party (the "Indemnitor") agrees to defend, indemnify, and hold harmless the other party (the "Indemnitee") and its officers, directors, and employees from and against any and all damages, losses, fines, costs and expenses (including reasonable attorneys' fees), judgments, and liabilities (collectively, "Expenses") that (i) are made against or incurred by the Indemnitee in connection with a third party claim and (ii) arise out of or relate to acts or omissions of the Indemnitor in the performance of this Agreement that constitute gross negligence or willful misconduct on the part of the Indemnitor, so long as such Expenses are not primarily caused by the Indemnitee, its officers, directors, or employees. The indemnification set forth in this Section is conditioned upon (a) the Indemnitee providing the Indemnitor prompt written notice of any claim or cause of action upon which the Indemnitee intends to base a claim of indemnification hereunder, (b) the Indemnitee providing reasonable assistance and cooperation to enable the Indemnitor to defend the action or claim hereunder, and (c) the Indemnitee refraining from making prejudicial statements associated with such claim without the prior written consent of the Indemnitor.
  10. Miscellaneous. his Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state. The terms and conditions of this Agreement may be waived or amended only by a written instrument executed by an authorized representative of each of the parties. Failure by either party to enforce at any time any of the provisions of this Agreement shall not constitute a waiver of such provision and not in any way affect the validity of this Agreement or any part thereof or the right of the other party thereafter to enforce the provisions hereof. The provisions of this Agreement are severable, and any provision of this Agreement that is determined to be void or unenforceable by a court of competent jurisdiction shall not affect the enforceability of the remaining provisions herein. This Agreement will not be construed as constituting either party as partner, joint venturer or fiduciary of the other or to create any other form of legal association that would impose liability on one party for the act or failure to act of the other or as providing either party with the right, power or authority (express or implied) to create any duty or obligation of the other. This Agreement, together with all Order Forms and exhibits attached hereto, sets forth the entire understanding between Inmar and Client with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between the parties with respect to the subject matter hereof. This Agreement will be binding upon, and will inure to the benefit of, the parties hereto and their respective successors and permitted assigns. All notices herein provided for shall be considered as having been given upon being placed in the U.S. mail, certified postage prepaid or via nationally recognized overnight courier to the address for each party as provided in this Agreement or to such other address as may be given to the other party in writing, with a copy of such notice sent to the attention of the recipient’s legal department. The representations and warranties under this Agreement, which, by their terms and context show the parties intended them to survive the termination of this Agreement for any reason, including but not limited to, provisions governing confidentiality, ownership, indemnification and liability, shall survive any expiration or termination of this Agreement. Any Order Form or other document that incorporates the terms and conditions of this Agreement by reference, may be executed (i) in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement, and (ii) using a manual signature, or a photocopy or other electronic reproduction of a manual signature, any of which shall have the same binding effect as an executed original.