PHARMACY SERVICES AGREEMENTWord下载.docx

1、ARTICLE 8 INSURANCE AND INDEMNITY 12ARTICLE 9 TERM AND TERMINATION 13ARTICLE 10EFFECT OF TERMINATION 15ARTICLE 11 CONFIDENTIALITY 15ARTICLE 12 ADVERTISING 16ARTICLE 13 NOTICES 16ARTICLE 14 ASSIGNMENT 17ARTICLE 16 AMENDMENTS 17ARTICLE 17 APPLICABLE LAW 18ARTICLE 18 DISPUTE RESOLUTION 18ARTICLE 19 AUD

2、IT RIGHTS 18ARTICLE 20 RxAMERICA COVERED LIVES 20ARTICLE 21 MISCELLANEOUS PROVISIONS 20ATTACHMENT A 21ARTICLE 1 DEFINITIONS（定义）1.1 This Agreement means and includes this Pharmacy Services Agreement, Implementation Documents, and all exhibits, addenda, and attachments.1.2 Average Wholesale Price or A

3、WP means the current average wholesale price for the actual package size used of a prescription drug as published by Medispan, Inc. or another nationally recognized price source selected by RxAMERICA and reasonably acceptable to DS.1.3 Brand Name Drug means an FDA approved drug, which is manufacture

4、d and distributed by an innovator drug company, or its licensee, which has undergone testing for safety and efficacy for the FDA under an Investigational New Drug Application sponsored by the innovator drug company, and which has a proprietary name assigned to it by the manufacturer or distributor,

5、or an FDA approved drug which is defined byMedispan, Inc., or another nationally recognized source selected byRxAMERICA, as a brand name drug.1.4 Co-payment means a dollar amount or percentage of cost that an EligiblePerson, who is covered for prescription drug benefits by Third PartyInsurance, is r

6、esponsible for paying for prescription drugs and includes,without limitation, coinsurance, co-pay, and deductible.1.5 Covered Drugs means: （i） pharmaceutical products sold by DS to EligiblePersons that are not covered by a third party prescription drug insuranceprogram, or （ii） a selected list of ph

7、armaceutical products adopted by aThird Party Prescription Drug Insurance program that may be dispensed byRxAMERICA to DS for Eligible Persons.1.6 Delivery Point means the staging area in the RxAMERICA Facility wherepackaged and sealed Prescriptions, labeled and ready for shipment, aredelivered by R

8、xAMERICA to DS.1.7 Eligible Person means a person who has an arrangement with DS to obtainprescription drugs from DS through its Web Site or by other means.1.8 Generic Drug means an FDA approved drug, which is manufactured anddistributed under the approval of the FDA through an Abbreviated New DrugA

9、pplication, which is identified by its chemical or non-proprietary name（as determined by the United States Adopted Names Council）, and which islisted in the FDAs Approved Drug Products with Therapeutic EquivalenceEvaluations publication （the Orange Book） as therapeutically equivalentand interchangea

10、ble with drugs having an identical amount of the sameactive ingredients, or a drug which is defined by Medispan, Inc., oranother nationally recognized source selected by RxAMERICA, as a GenericDrug.1.9 Implementation Document means the document that DS completes and providesto RxAMERICA when DS desi

11、res RxAMERICA to perform Pharmacy Services forEligible Persons covered by Third Party Insurance. The ImplementationDocument shall verify that DS is authorized to fill prescriptions forEligible Persons under the applicable Third Party Insurance plan and shallset forth all information that RxAMERICA d

12、eems necessary to providePharmacy Services pursuant to the arrangement between DS and such ThirdParty Insurance plans. The Implementation Document is to be utilized andrelied upon by RxAMERICA in providing Pharmacy Services under thisAgreement.1.10 Maximum Allowable Cost ListHCFA MAC List means the

13、list of certaindrugs generated by the Health Care Financing Administration that states theamount that HCFA compensates pharmacies for the ingredient cost formultisource Generic Drugs.1.11 Pharmacy Services means performing the physical activities involved infilling a Prescription, performing quality

14、 control functions for thefilling process, and delivering the prescription drug to DS at the DeliveryPoint after DS personnel receive the Prescription, enter the Prescriptioninto the RxAmerica prescription processing computer system, check thePrescription for compliance with all applicable laws and

15、regulations, checkthe Prescription for therapeutic problems and other problems, and take allactions necessary to resolve therapeutic problems and other problems.1.12 Prescribing Provider means a doctor of medicine or other health careprofessional who is legally authorized to prescribe drugs.1.13 Pre

16、scription means a lawful order for a prescription drug authorized by aPrescribing Provider for an Eligible Person whether communicated orconveyed to RxAMERICA or DS by the Prescribing Provider, the PrescribingProviders agent, the person for whom the prescription is intended, or thatpersons agent. Pr

17、escription includes an original or refill order for aprescription drug.21.14 RxAMERICA Facility means the RxAMERICA licensed pharmacy and distributionfacility located at 5450 North Riverside Dr., Ft. Worth, TX 76137.1.15 Shipping Services means the receipt of a filled, packaged Prescriptionfrom the

18、Delivery Point and the delivery of the Prescription to theappropriate Eligible Person. Shipping Services may be provided byRxAMERICA.1.16 Third Party Prescription Drug InsuranceThird Parry Insurance meansan insurance or other program by which an insurance company or other entitycompensates a pharmac

19、y directly for prescriptions dispensed to EligiblePersons.1.17 Web SiteDSs Web Site means the Internet site developed andmaintained by DS through which individuals can order prescription drugs forpersonal use.ARTICLE 2 RELATIONSHIP OF RXAMERICA AND DS（关系）2.1 The relationship between RxAMERICA and DS

20、 is that of independent entities contracting for the sole purpose of carrying out the provisions of this Agreement. Nothing herein or otherwise shall be construed to create any other relationship, including without limitation, that of employee, agent or representative. The Parties further agree that

21、 RxAMERICA shall not be a plan fiduciary and shall not exercise discretion, authority, or control regarding administration of any employee benefits plan by virtue of its activities in performing this Agreement.2.2 This Agreement is between RxAMERICA and DS and is not intended to create any rights or

22、 remedies in favor of any other person or entity, including without limitation, any Eligible Person or any Third Party Insurance plan.ARTICLE 3 RESPONSIBILITIES OF DS3.1 DS shall compensate RxAMERICA according to the terms in Article 5 and in Attachment A, and as set forth elsewhere in this Agreemen

23、t.3.2 DS is responsible for federal, state and local sales tax liability forCovered Drugs dispensed to or goods and services supplied to an EligiblePerson or to DS. Sales tax is defined as an excise tax based on consumerretail sales whether designated as a sales tax, gross receipts tax, retailoccupa

24、tion tax, value added tax or tax otherwise titled or styled. Itincludes any tax in existence or hereafter created, whether or not thebearer of the tax is the retailer or consumer, but does not include any taxbased on the revenues or income of RxAMERICA.33.3 DS shall locate at the RxAMERICA Facility

25、adequately trained and licensedpersonnel to perform certain functions in the prescription approval andauthentication process for Prescriptions for Eligible Persons. DSspersonnel shall: （i） receive Prescriptions from Eligible Persons or fromtheir Prescribing Providers; （ii） enter such Prescriptions i

26、nto theRxAMERICA prescription processing computer system; （iii） check and ensurethat all such Prescriptions comply with all applicable laws andregulations; （iv） check such Prescriptions for therapeutic problems andother problems; （v） take all actions necessary to resolve any therapeuticproblems and

27、other problems; and （vi） handle all other functions that occurprior to the time RxAMERICA personnel perform the functions necessary tophysically fill the Prescriptions. All such DS personnel, unless otherwiseagreed to by the parties, will perform these functions at the RxAMERICAFacility.3.4 DS shall

28、 be responsible for the actions and failures to act of thepersonnel it provides under Article 3.3. DS agrees that such personnelshall be employees or contractors of DS and shall not be employees orcontractors of RxAMERICA. DRUGSTORE shall be responsible for: （i）compensating such personnel, including

29、 but not limited to directcompensation and all employee benefits; （ii） payroll and other taxesassociated with such personnel; （iii） all insurance associated with suchpersonnel, including but not limited to workers compensation and liabilityinsurance; （iv） complying with all state and federal laws and regulationsregarding such personnel, （v） training employees regarding sexualharassment and imple