Pharmacy Business Proposal

PHARMACY BUSINESS PROPOSAL

Proposal Date:

Parties

Recitals

WHEREAS, Proposer is a licensed pharmacy services provider engaged in pharmacy operations, dispensing, pharmacy benefit management support, and related professional services; and

WHEREAS, Client desires to engage Proposer to provide the services described in this Proposal and Proposer desires to provide such services on the terms set forth herein; and

WHEREAS, the parties intend for this Proposal, upon acceptance by Client and acceptance by Proposer, to form a binding Business Agreement governing the relationship and obligations between the parties.

Scope of Work

Description of services to be provided by Proposer. Proposer shall perform the services with professional skill and care consistent with industry standards and in compliance with all applicable federal and state pharmacy laws, regulations, and professional licensing requirements.

Deliverables and milestones, including any required regulatory filings, staffing, software integration, inventory procurement, and opening operational readiness, shall be documented in the Detailed Scope above and in any attachments executed by both parties.

Payment Terms

All amounts are stated in U.S. Dollars. Unless otherwise agreed in writing, invoices are due within the number of days specified in the invoicing instructions. Overdue amounts shall accrue interest at the rate set forth above and Proposer may suspend services for nonpayment following ten (10) days' written notice.

Term and Termination

Term of Agreement: Commencement date: ; Expiration date:

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination. Provisions reasonably necessary to effect final reconciliation of accounts shall survive termination.

Confidentiality

Definition: "Confidential Information" means non-public technical, financial, clinical, commercial, and business information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

Obligation: Each party shall hold Confidential Information in confidence, use it solely to perform obligations under this Proposal, and limit disclosure to employees and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, was already known by the recipient without restriction, or is independently developed.

Survival: The confidentiality obligations shall survive termination or expiration of this Proposal for a period of five (5) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Compliance

Proposer is retained as an independent contractor. Nothing in this Proposal shall be construed to create a partnership, joint venture, or employer-employee relationship. Proposer shall comply with all applicable laws, regulations, licensing requirements, and payer agreements applicable to pharmacy operations. Each party shall obtain and maintain all permits and licenses necessary to perform its obligations.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Proposal, negligence, willful misconduct, or violation of law. Indemnification obligations are subject to applicable limits of liability and insurance described in attachments or as otherwise agreed.

Governing Law; Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation and, if unsuccessful, through mediation before initiating litigation. Either party may seek injunctive or other equitable relief to protect its intellectual property or Confidential Information.

Entire Agreement; Amendments

This Proposal, together with any exhibits or attachments expressly incorporated herein and any subsequent written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge that they have read and understand this Proposal and agree to be bound by its terms. Execution by electronic signature is acceptable if executed with intent to sign and retained in a retrievable form.

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