25D - AGMT - DISCOUNT PHARMACY CARD PRGM

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(b) Termination for Cause. Either Party may terminate this Agreement following a material breach by the other Party. The non-breaching Party shall notify the breaching Party of the breach and the breaching Party shall have thirty (30) days (the "Cure Period") to cure the breach to the reasonable satisfaction of the non- breaching Party. If the breaching Party fails to cure the breach within the Cure Period, then the non-breaching Party may terminate the Agreement immediately. (c) Effect of Termination. If Client terminates this Agreement for any reason, other than as allowed in Sections 3(a) and 3(b) above, IRx will retain any and all payments due to the Client for use by its Members. If this Agreement is terminated for any reason, it is the Client's obligation to instruct Members to discontinue use of Prescription Drug Card Services provided by IRx under this Agreement. In the event that any Member continues to use the Prescription Drug Card Services after termination, IRx shall retain any and all payments received for such usage. Confidentiality. (a) Confidential Information. The term "Confidential Information" includes any information that either Party receives from the other or from one of their subsidiaries or affiliates, including but not limited to all copies thereof. If disclosed in writing or other tangible or electronic form, the Confidential Information must be conspicuously labeled at the time of delivery as "Confidential Information." If disclosed orally, the information must be identified prior to disclosure as Confidential Information (b) Use of Confidential Information. The receiving Party shall use the Confidential Information it receives pursuant to this Agreement for the sole purpose of its obligations under this Agreement. Except as specifically provided herein, in no event shall.; the receiving Party disseminate or communicate the Confidential Information in any form to any other person, firm,` corporation or affiliate without the express written consent of the disclosing Party. The receiving Party shall only disclose Confidential Information to persons within its organization who (i) need to know the Confidential Information in order to accomplish the objectives in connection with this Agreement, and (ii) are required to protect and otherwise not disclose or use the Confidential Information except as provided in this Agreement. Such persons who receive any Confidential Information shall be subject to written agreement no less restrictive than this Section 4. (c) Derivatives of Confidential Information, Any reports, documents, notes or other information in whatever form or medium that are derived or result from the receipt of Confidential Information shall be governed by the same terms and conditions respecting confidentiality and use as is the Confidential Information itself. (d) Rights in Confidential Information. All Confidential Information of the disclosing Party shall be and remain the property of the disclosing Party. The receiving Party shall not obtain any rights of any nature whatsoever in or to the Confidential Information as a result of such disclosure. Upon the disclosing Party's request, the receiving Party shall promptly destroy or return to the disclosing Party all of the disclosing Party's Confidential Information, including all copies thereof. An officer of the receiving Party shall certify to the disclosing Party that all Confidential Information has been destroyed or returned to the disclosing Party. (e) Exceptions. Notwithstanding any provisions contained in this Agreement, the receiving Party shall not be required to maintain in confidence the following information: (i) information which, at the time of disclosure to the receiving Party, is in the public domain; (ii) information which, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) information which was in the receiving Party's possession at the time of disclosure to the receiving Party, and which was not acquired, directly or indirectly, from the disclosing Party; (iv) information which the receiving Party can demonstrate resulted from its own research and development, independent of disclosure from the disclosing Party; (v) information which the receiving Party received from third parties, provided that such information was not obtained by such third parties from the disclosing Party on a confidential basis; or (vi) information which is produced in compliance with applicable law or a court order, provided that the disclosing Party is given reasonable notice of such law or order and an opportunity to attempt, at the expense of the disclosing Party, to preclude or limit such production. The receiving Party shall have the burden of showing any Discount Card Client Services Agreement_Template_01.2011 3 25D-5