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If to IRx: InformedRx, Inc. <br />2441 Warrenville Road, Suite 610 <br />Lisle, IL 60432-3642 <br />Attention: Contract Administration <br />Facsimile: (630) 328-2189 <br />E-Mail: legal@sxc.com <br />If to Client: Clerk of the Council <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana. CA 92702 <br />Attention: <br />Facsimile: 714-647-6956 <br />E-Mail: <br />With courtesy copy to: <br />PRCSA -Administration <br />Robert Carroll <br />_ 26 Civic Center Plaza (M 75? <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Facsimile : 714-647-4211 <br />E-Mail: rcarrollna Santa-ana ore <br />General Provisions. <br />(a) Subcontractors. Both parties acknowledge that some services under this Agreement will be <br />performed by Paramount Rx. <br />(b) Advertising. Neither Party shall use promotional material referencing or referring to the other <br />Party without the prior consent of the other Party; which consent shall not be unreasonably withheld. Both <br />Parties will cease any and all usage immediately upon termination of this Agreement. <br />(c) Intellectual Property. Any rights in information, innovations, ideas, discoveries, products, creative <br />works and the like (whether or not copyrightable or patentable), suggestions, communications, data, reports and <br />results conceived, derived, reduced to practice, made or developed by either Party as a direct result of the <br />services under this Agreement shall be the sole property of the Party developing such. <br />(d) Other Obligations. The Parties represent and warrant that the terms of this Agreement are not <br />inconsistent with any other obligations whether contractual or otherwise that the Party may have or with the <br />policies of any other entity with which the parties are associated. <br />(e) Governing, Law. This Agreement will be governed by and construed according to the laws of the <br />State of California without regard to its choice of law provisions. Both parties further agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought by the parties hereto or <br />arises out of, or in connection with or by reason of this Agreement. <br />(f) Independent Contractors. Each Party is an independent entity and nothing in this Agreement shall <br />be construed to establish an employer/employee or principal/agent relationship or any fiduciary or other <br />relationship other than independent parties contracting with each other for the purpose of carrying out the duties <br />and obligations of this Agreement. Nothing in this Agreement is intended or shall be construed to confer upon <br />any person or entity (including Participating Pharmacies, Covered Manufacturers and Eligible Members) other <br />Discount Card Client Services Agreement_Template_01.2011 <br />5 <br />25D-7