TERMS & CONDITIONS:

SPONSORED CONSUMER SHARPS DISPOSAL PROGRAM AGREEMENT

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 a service to allow consumers options for the disposal of home-generated sharps waste (the “Program”) that is sponsored and funded by participating product manufacturers (“Participating Manufacturer(s)”) or by grants, donations or other government or third-party funding (collectively, the “Program Sponsor(s)”) in certain jurisdictions. Client wishes to implement the Program in its pharmacy locations.

Agreement:

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

1. Program Overview.

Inmar will provide Client’s Locations with containers (“Sharps Containers”) to be provided to consumers at the Locations’ point of sale or via mail for the disposal of home-generated sharps (“Sharps”) waste. “Location(s)” means sharps point-of-sale location(s) managed or operated by Client, a list of which Client provided in writing to Inmar (email to suffice) and which shall be considered to be attached hereto as the Location Exhibit and incorporated herein by reference.

2. Term; Termination.

The term of this Agreement shall be for three (3) years beginning on the Effective Date (the “Term”). Either party may terminate this Agreement with or without cause by providing the other party with ninety (90) days’ written notice of termination. As Client’s participation in the Program will be reported to the applicable regulatory authorities, Client shall provide written notice of termination to Inmar prior to ceasing to provide the Sharps Containers to consumers at the Locations.

3. Client Obligations.

  1. Client shall offer the Sharps Containers to consumers at the Location with every Sharps dispensed, or with every Sharps transaction, or upon request by consumers and at no charge to consumers. Client shall not charge consumers or any other party for the Sharps Containers, instructions, package contents, or prepaid shipping materials.
  2. Client shall comply with applicable laws and regulations in its participation in the Program, including but not limited to the Medical Waste Management Act (MWMA), California Health and Safety Code Sections 117600-118360. Client shall maintain documentation related to the Program at the Location(s) for the duration of Client’s participation in the Program when required by applicable laws, regulations or other governing rules, as directed by Inmar.
  3. If a Location maintains onsite inventory of Sharps Containers, Client agrees to store such unused Sharps Containers onsite at the Location and to make the Sharps Containers available for Location personnel to provide to consumers as set forth above.
  4. Client shall not use the Sharps Containers for its own Sharps waste disposal or for the disposal of any other pharmacy-generated waste at the Location or elsewhere.
  5. Client shall not collect, handle, store, or ship Sharps Containers containing Sharps waste from consumers.
  6. Client agrees that the Sharps Containers may not be distributed outside the State of California. A Location may not provide Sharps Containers to any other Location for distribution to consumers. Each individual Location must be registered with the Program individually.
  7. If a consumer declines to receive a Sharps Container at the Location, Client shall offer such consumer printed materials regarding the Program at no charge, and Client shall offer the consumer the opportunity to receive a Sharps Container by mail. If a consumer requests to receive the Sharps Container by mail, Client shall enter the consumer’s mailing address information in the portal designated by Inmar. Client shall not create a hardship for the consumer by requiring the consumer to enter such information in the portal directly.
  8. If a Location no longer wishes to distribute Sharps Containers at the point of dispensing or transaction by using onsite inventory, Client agrees to order Sharps Containers on behalf of consumers via www.safemedicinedrop.com to be sent directly to consumers. Client shall contact Inmar at take-back@inmar.com or as otherwise directed by Inmar to return any unused Sharps Containers inventory.
  9. Client shall report any incident related to the Program (i.e., theft of materials, damaged materials, etc.), by contacting Inmar at take-back@inmar.com or as otherwise directed by Inmar.

4. Inmar Obligations.

Inmar shall manage the Program for Client (the “Services”) as follows:

  1. Inmar shall supply Client with an initial supply of Sharps Containers.
  2. Inmar shall replenish the supply of Sharps Containers upon request.
  3. Inmar shall mail Sharps Containers to consumers within five (5) business days of receipt of request on the designated portal.
  4. Inmar will shall provide training on the Program for the Locations.

5. Fees.

As long as the Program is sponsored by the Program Sponsors in the jurisdictions where the Locations are situated such that Program fees are paid by the Program Sponsors, Inmar will not charge Client a fee for the Services. In the event Client wishes to receive the Services for a Location where the Program is not sponsored by a Program Sponsor, Inmar will invoice Client for its then-current rate card fees for the Services.

6. Disclaimer of Warranties.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, INMAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT SUCH PRODUCTS 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 PRODUCTS 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 PRODUCTS 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 $10,000. 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.

This 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.

11. Signatures.

Any order form, return authorization 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.