E-PRESCRIBING SERVICES TERMS AND CONDITIONS

SECTION 1: DEFINITIONS.

For all purposes of this Agreement, the following terms shall have the following meanings:
1.1 “ePrescribing Services” shall mean AZCOMP’s services which enable Customer to transmit and receive prescription data over the SureScripts electronic prescribing network.
1.2 “AZCOMP Products” as used in this Exhibit shall mean all McKesson Software furnished to Customer by AZCOMP for ePrescribing Services.
1.3 “Transactions” shall mean data transmissions transmitted or received by Customer over the SureScripts electronic prescribing network using ePrescribing Services.
1.4 “AZCOMP Documentation” as used in this Exhibit shall mean all Documentation pertaining to AZCOMP Products and ePrescribing Services supplied by AZCOMP.
1.5 “Specifications” shall mean the specifications relating to the ePrescribing Services.

SECTION 2: RIGHT TO USE EPRESCRIBING SERVICES.
Subject to the terms and conditions of this Agreement, AZCOMP grants to Customer a non-exclusive and nontransferable license and right to use the ePrescribing Services, AZCOMP Products and AZCOMP Documentation for Transactions for the term of this Agreement only at physical sites owned or managed by or under the control of Customer for internal purposes only.

SECTION 3: TERM AND TERMINATION.
The initial term for ePrescribing Services shall commence on the Contract Supplement Effective Date and continue for a period of three years. The term shall automatically renew for additional one year terms, unless either party gives written notice to the other party at least 90 days prior to the expiration of the then current term of its decision not to renew.

SECTION 4: ATTORNEY-IN-FACT.
Customer hereby appoints AZCOMP as its agent for purposes of effecting electronic Transactions.

SECTION 5: AUTHORIZED TRANSACTIONS.
Customer shall guarantee that all Transactions submitted by Customer will be on behalf of licensed providers that have executed appropriate written authorizations for such submission, and a true copy of such authorization shall be furnished to AZCOMP upon request.

SECTION 6: PRESCRIPTIONS FOR CONTROLLED SUBSTANCES.
Customer shall not transmit prescriptions for controlled substances using the ePrescribing services unless permitted under applicable state or federal laws or regulations.

SECTION 7: RETENTION OF RECORDS.
Customer shall retain records relative to Customer use of ePrescribing Services in accordance with sound business practices. Customer shall grant AZCOMP access to such records as are reasonably necessary to examine Customer compliance with Customer obligations and ePrescribing Services provided, pursuant to this Agreement, during normal business hours and upon reasonable advance prior notice.

SECTION 8: NEW SITES OR NEW PROVIDERS.
Customer shall obtain authorization from AZCOMP for each Provider who will use ePrescribing Services. Additional Providers will be subject to the terms of this Agreement.

SECTION 9: REPRESENTATIONS AND WARRANTIES.
9.1 AZCOMP warrants that ePrescribing Services and AZCOMP Products provided hereunder shall perform in all material respects in accordance with the functional specifications set forth in the applicable AZCOMP Documentation provided to Customer. In the event that a documented and reproducible flaw inconsistent with this warranty is discovered, AZCOMP’s sole responsibility shall be to use commercially reasonable efforts to correct such flaw in a timely manner. This warranty does not apply to any media or documentation which has been subjected to damage or abuse or to any claim resulting in whole or in part from changes in the operating characteristics of computer hardware or computer operating systems made after the release of the applicable AZCOMP Product or ePrescribing Service, or which result from problems in the interaction of ePrescribing Services with non-AZCOMP software or equipment, or from a breach by Customer of any of its obligations hereunder. AZCOMP disclaims any warranty against loss of data or a failure to transmit or receive data. Customer shall maintain backups and redundant systems.

SECTION 10: INDEMNITY.
Customer will defend and hold AZCOMP harmless from and against any claim or action brought by a third party except claims that, if made by Customer, would describe a breach of this Agreement by AZCOMP.

SECTION 11: TERMINATION.
AZCOMP may terminate this Agreement and cease providing ePrescribing Services if Customer is in default, becomes insolvent, or fails to pay any charge or fee when due.