CVS Service Contract

CVS SERVICE CONTRACT

This Service Contract ("Agreement") is entered into as of , by and between Client Name: , and Provider Name: . Each of the foregoing parties may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client operates retail pharmacy and related services and desires to obtain certain professional services from Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to provide the services described herein and is willing to provide such services to Client in accordance with this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the services described in the Service Description attached hereto or as set forth below (the "Services"). Provider shall provide the personnel, equipment and materials necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated in accordance with Section 11.

2.2 Renewal. This Agreement shall automatically renew for successive periods of the same duration unless either Party delivers written notice of non-renewal at least days prior to the expiration of the then-current term.

3. COMPENSATION AND INVOICING

3.1 Fees. Client shall pay Provider for the performance of the Services the fees set forth below. All fees are exclusive of taxes unless otherwise stated.

3.2 Late Payment. Unpaid amounts shall accrue interest at the rate of from the date due until paid.

4. TAXES

All fees are exclusive of taxes, duties or similar governmental charges. Client shall be responsible for sales, use or other taxes, if any, arising from the transactions contemplated by this Agreement, other than taxes based on Provider's net income.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party to the other Party that is designated as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential.

5.2 Obligations. Receiving Party shall (a) protect Confidential Information of Disclosing Party with at least the same degree of care it uses to protect its own confidential information, (b) not use the Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to permitted recipients bound by confidentiality obligations no less restrictive than those set forth herein.

5.3 Exceptions. Confidential Information does not include information that is (a) publicly known through no breach by Receiving Party, (b) rightfully obtained from a third party without restriction, or (c) independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information when required by law, provided it gives Disclosing Party prompt written notice and cooperates in any lawful effort to limit disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, each Party retains all right, title, and interest in and to its pre-existing intellectual property. Provider hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, subject to Client's payment in full of all amounts due.

6.2 License. Provider grants Client a perpetual, nonexclusive, royalty-free license to Provider's pre-existing materials and tools incorporated into deliverables solely to the extent necessary for Client to use the deliverables for its internal business purposes.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship between the Parties. Provider is solely responsible for withholding and paying any taxes or benefits for its personnel.

8. INSURANCE

Provider shall, at its expense, maintain insurance with reputable insurers in amounts customary for the industry and appropriate for the services performed, including general liability insurance of not less than and professional liability coverage where applicable. Upon request, Provider shall furnish certificates of insurance to Client.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against all claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, willful misconduct, or breach of this Agreement.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims, liabilities, damages and expenses resulting from Client's negligence, willful misconduct or breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

11. TERMINATION

11.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice of such breach.

11.2 For Convenience. Client may terminate this Agreement for convenience upon giving Provider days' prior written notice, in which case Client will pay Provider for Services performed through the effective date of termination and reasonable, documented, non-cancellable obligations incurred by Provider prior to termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in enforcing any right shall constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws rules.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely matches the Parties' intent.

16. ADDITIONAL PROVISIONS

16.1 Compliance with Laws. Each Party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement.

16.2 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of its obligations under this Agreement and for compliance by subcontractors with applicable terms, including confidentiality.

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