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All such communications shall be sent to the following addresses or numbers, or to such other addresses or numbers as any Party may inform the others by giving five (5) business days' prior notice: If to IRx: InformedRx, Inc. 2441 Warrenville Road, Suite 610 Lisle, IL 60432-3642 Attention: Contract Administration Facsimile: (630) 328-2189 E-Mail: legal@sxc.com If to Client: Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Facsimile: 714-647-6956 With courtesy copy to: PRCSA — Administration Robert Carroll 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, CA 92702 Facsimile : 714-647-4211 E-Mail: rcarroll@santa-ana,org 9. General Provisions. (a) Subcontractors. Both parties acknowledge that some services under this Agreement will be performed by Paramount Rx. (b) Advertising. Neither Party shall use promotional material referencing or referring to the other Party without the prior consent of the other Party; which consent shall not be unreasonably withheld. Both Parties will cease any and all usage immediately upon termination of this Agreement. (c) Intellectual Property. Any rights in information, innovations, ideas, discoveries, products, creative works and the like (whether or not copyrightable or patentable), suggestions, communications, data, reports and results conceived, derived, reduced to practice, made or developed by either Party as a direct result of the services under this Agreement shall be the sole property of the Party developing such. (d) Other Obligations. The Parties represent and warrant that the terms of this Agreement are not inconsistent with any other obligations whether contractual or otherwise that the Party may have or with the policies of any other entity with which the parties are associated. (e) Governing Law. This Agreement will be governed by and construed according to the laws of the State of California without regard to its choice of law provisions. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought by the parties hereto or arises out of, or in connection with or by reason of this Agreement. (f) Independent Contractors. Each Party is an independent entity and nothing in this Agreement shall be construed to establish an employer/employee or principal/agent relationship or any fiduciary or other relationship other than independent parties contracting with each other for the purpose of carrying out the duties and obligations of this Agreement. Nothing in this Agreement is intended or shall be construed to confer upon any person or entity (including Participating Pharmacies, Covered Manufacturers and Eligible Members) other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement. City of Santa Ana —Discount Card Client Services Agreement _4.18.2012