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the disclosing Party, to preclude or limit such production. The receiving Party shall have the burden of showing any
<br />one or more of these exceptions apply.
<br />5. Access and Records.
<br />(a) Record Maintenance. For the longer of the period required by law or seven (7) years from the date
<br />of rendering any Prescription Drug Card Services, the Parties will maintain records related thereto.
<br />(b) Use of Information. Except for Confidential Information, each Party may use, reproduce, or adapt
<br />information obtained in connection with this Agreement, including Claims data information and eligibility
<br />information, in any manner they deem appropriate, except that each Party and its agents, employees, and contractors
<br />shall maintain the confidentiality of this information to the extent required by applicable law or regulation including
<br />the provisions of HIPAA, and may not use the information in any way prohibited by law. Each Party shall be solely
<br />responsible for its own use of such information, and shall indemnify and hold the other Party harmless for, from and
<br />against any and all costs, losses, and damages incurred by the other Party as a result of such use.
<br />6. Indemnification. Each party (an "Indemnitor") shall indemnify and hold harmless the other party
<br />(an "Indemnitee"), and its officers, directors, shareholders, employees and other agents, from and against any
<br />claims, liabilities, damages, judgments or other losses (including, but not limited to, attorneys' fees) incurred by the
<br />Indemnitee arising out of or as a result of any acts or omissions of the Indemnitor, or its officers, directors,
<br />employees or other agents in connection with the performance of any of their duties and obligations contained
<br />within this Agreement.
<br />7. Limitation on Liability. IRx's maximum liability to Client for any assertion of loss or damage
<br />arising out of or in connection with this Agreement (including any assertion brought by any third party, as a result of
<br />any breach of this Agreement by IRx or otherwise arising from IRx's wrongful acts, errors or omissions) shall not
<br />exceed the average monthly payment for compensable Claims payable to Client in accordance with Section (1)(e).
<br />This average monthly payment for compensable Claims will be calculated based on the payments made for the three
<br />(3) months immediately prior to the date in which injury or damage occurred. Client shall give timely, written
<br />notice to IRx of any alleged loss or damage. In no event shall either party be liable to the other or any third party for
<br />any loss of profits, lost business opportunity or any special, indirect, consequential or incidental damages arising out
<br />of or in connection with this Agreement, regardless of the cause of action.
<br />8. Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and
<br />other communications required or permitted hereunder:
<br />(a) shall be in writing;
<br />(b) shall be sent by messenger, certified or registered U.S. mail, a recognized national overnight
<br />delivery service for next business day delivery, facsimile or e-mail (with a copy sent by one of the foregoing means),
<br />charges prepaid as applicable, to the appropriate address or number set forth below; and
<br />(c) shall be deemed to have been given on the date of receipt by the addressee (or, if the date of
<br />receipt is not a business day, on the first business day after the date of receipt), as evidenced by (i) a receipt executed
<br />by the addressee (or a responsible person in his or her office), the records of the person delivering such
<br />communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent
<br />by messenger, U.S. mail or recognized national overnight delivery service, or (ii) a receipt, or other evidence of
<br />transmittal, generated by the sender's facsimile or e-mail software showing that such communication was sent to the
<br />appropriate number or e-mail address on a specified date, if sent by facsimile or e-mail.
<br />City of Santa Ana —Discount Card Client Services Agreement _4.18.2012
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