SCDTB TERMS & CONDITIONS

SPONSORED CONSUMER DRUG TAKE-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 a Consumer Drug Take-Back service for the collection of unused or unwanted medication from consumers or patients (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 locations ("Location(s)"). This Agreement governs the use of all Consumer Drug Take-Back ("CDTB") containers and supplies and CDTB disposal services (collectively, the "Services") for Client’s Locations.

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 proper disposal of patient-owned surplus medications that can be implemented and managed in compliance with the DEA Secure and Responsible Drug Disposal Act of 2010, as described below.
  2. Definitions.
    1. Receptacles: The metal exterior box provided to Client by Inmar pursuant to the Order Form.
    2. Containers: The inner cardboard box and the liner provided to Client by Inmar pursuant to the Order Form.
    3. Location(s): Client’s location(s), a list of which Client provided in the applicable Order Form or in writing to Inmar (email to suffice) shall be considered to be attached hereto as the Location Exhibit and incorporated herein by reference.
  3. Term. 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. Upon expiration or termination of this Agreement, Client will take ownership of the CDTB Receptacle(s) delivered pursuant to this Agreement.
  4. Client Obligations. In order to receive the Services, Client agrees to register as a collector with the DEA, and Client shall provide proof of such registration for each of its Locations to Inmar. Notwithstanding the forgoing, law enforcement agencies are not required to register as a collector with the DEA or provide proof of such registration to Inmar. Client will ship the Containers only as provided by Inmar (and not in other packaging), and otherwise packaged as shown in the packing instructions provided by Inmar. Client understands and acknowledges that Inmar has received a special permit from the Department of Transportation (DOT), allowing less stringent shipping requirements for CDTB returns managed in compliance with Drug Enforcement Administration (DEA) regulations. Special Permit #20499 ("Special Permit"), available here, allows Client to ship CDTB returns in accordance with the reduced regulatory requirements provided in the Special Permit. Client warrants that its Locations shall manage the CDTB returns under the terms specified in the Special Permit and that its Locations shall comply with all applicable federal, state and local regulatory requirements, including but not limited to, DEA, DOT, and Environmental Protection Agency (EPA) regulations.
  5. Process. Inmar will supply Client with Receptacles as indicated on the Order Form(s), if any, and Containers. Each Receptacle will be assigned a specific account number based on the Location. Each Container will contain a serialized inner liner. During the Term, Inmar will provide Client with sufficient supplies, including replenishment Containers, to operate the Program. When each Container is full, or on a predetermined frequency, Client will ship the Container as directed on the preprinted label provided by Inmar. Inmar will arrange for disposal of the Containers by a third-party waste destruction provider in accordance with applicable laws and regulations and in accordance with this Agreement.
  6. Cancellation. Upon termination of this Agreement, Client shall ship any full or partially full Container(s) associated with the cancelled Receptacle(s) as set forth above, and Client shall destroy any remaining empty Containers and shall deface Inmar’s logo or any other identifying marks on the cancelled Receptacle(s).
  7. Fees. As long as the Program is sponsored by the Program Sponsors in the jurisdictions where the Locations are situated such that Inmar’s fees for the Services 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.
  8. 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 AGAINST INFRINGEMENT, 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.
  9. Confidentiality. Each party agrees to not disclose to any third party any information disclosed by the other party which (i) the disclosing party has classified in writing as confidential, or (ii) under the circumstances surrounding the disclosure, a reasonable person should know to be confidential. Each party agrees to use such information only for the purpose of this Agreement.
  10. 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.
  11. 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.
  12. 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.
  13. 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.