Common use of Records and Data Clause in Contracts

Records and Data. Agency shall keep true and correct records and keep books or accounts on all Services provided pursuant to this Agreement and shall preserve and hold all documents, correspondence and records of Agency in accordance with prudent record keeping practices and in compliance with all federal and state privacy and security standards for a period of not less than the greater of (i) five years from the date of their creation or (ii) six years after termination of any relevant annuity or life insurance contract. Agency shall cooperate and assist Insurer in making any examination or inquiry with respect to such Services. All Deliverables established and maintained by Agency by reason of its performance under this Agreement which, absent this Agreement, would have been held by Insurer, will (1) be deemed the property, and subject to the control, of Insurer, (2) be identifiable, (3) be segregated from all other persons’ records and data or will be readily capable of segregation at no additional cost to the insurer, and (4) be subject to examination at all times by Insurer and persons authorized by it, or any governmental agency having jurisdiction over Insurer. Notwithstanding the foregoing, Agency shall retain the right to sufficient continuing access to books and records regarding the Services to permit Agency to fulfill all of its contractual obligations to any customers and Insurer. Agency shall grant access to the Delaware Insurance Commissioner (the “Commissioner”) to books and records maintained by Agency for the purposes of examination, audit and inspection. Further, if Insurer is placed in receivership or seized by the Commissioner under the State Receivership Act or equivalent applicable law, all of the rights of Insurer under this Agreement will extend to the receiver or the Commissioner, and Agency shall make all books and records immediately available to the receiver or the Commissioner and shall turn over all such books and records to the receiver or the Commissioner immediately upon the receiver or the Commissioner’s request. Agency and Insurer shall each retain this Agreement as part of their respective books and records for the term of this Agreement and for five years thereafter.

Records and Data. Agency (a) The parties agree that Seller will engage Infowerks (the “Data Converter”) to convert Seller’s prescription file and record data (the “Record Data”) to a format specified by Buyer. Seller agrees to provide such access, information and cooperation to the Data Converter as may be required to enable the Data Converter to deliver the Record Data to Buyer in English at least two (2) weeks prior to each Applicable Closing Date (the “Initial Conversion”). In the event that the Record Data is not or cannot be delivered to the Data Converter in English as of such date, or cannot be converted by the Data Converter, Buyer, at Buyer’s sole discretion, may delay the Applicable Closing until the Record Data is delivered to Buyer in English. Prior to each Applicable Closing, Buyer will not use the Record Data for any purpose other than to test integration with Buyer’s systems. If an Applicable Closing does not occur for any reason, Buyer will not contact any of the customers in the Record Data and will promptly destroy the Record Data and send Seller written certification of such destruction. The parties further agree that in the event that despite having received the Record Data, the Data Converter is unable to convert such Record Data at least one (1) week prior to the Applicable Closing, Buyer, at Buyer’s reasonable discretion, may, upon written notice to Seller, delay such Applicable Closing by the amount of time reasonably required to convert such data. If Buyer does not provide such notice to Seller at least three (3) business days prior to such Applicable Closing, then Buyer shall keep true and correct records and keep books or accounts on all Services provided forfeit its right to delay such Applicable Closing pursuant to this Agreement Section 7.3(a). Buyer agrees that it will use commercially reasonable efforts to have the data converted within the time periods set forth above. Seller shall deliver the Record Data with respect to each File-Transfer Location and shall preserve Operate Location Pharmacy for the period between the Initial Conversion and hold all documentseach Applicable Closing Date (the “Final Conversion”), correspondence to the Data Converter, so that the Data Converter can deliver the Final Conversion to Buyer as soon as possible on each Applicable Closing Date. (b) Seller has, with respect to each of the Operate Location Pharmacies and records of Agency in accordance with prudent record keeping practices and in compliance with all federal and state privacy and security standards for a period of not less than the greater of File-Transfer Locations, maintained (i) five years from an accurate log of all disclosures, to the date extent any have been made, since Seller acquired each Business, of their creation or Protected Health Information (“PHI”), as that term is defined in HIPAA, (ii) hard copies of all prescriptions for a minimum of the shorter of (x) the existence of such Operate Location Pharmacies or (y) six (6) years after termination of any relevant annuity or life insurance contract. Agency shall cooperate and assist Insurer in making any examination or inquiry with respect to such Services. All Deliverables established and maintained by Agency by reason of its performance under this Agreement which, absent this Agreement, would have been held by Insurer, will (1) be deemed the property, and subject prior to the control, of InsurerApplicable Closing Date, (2iii) be identifiablehard copy printouts of all patient profiles and histories, (3) be segregated from active and archived, on any and all other persons’ records and data or will be readily capable of segregation at no additional cost to the insurerdatabases, and (4iv) be subject hard copy printouts of all customer requests for amendments to examination at all times prescription records and related Seller responses, as contemplated by Insurer 45 C.F.R. §164.526. Seller agrees to provide Buyer with a record of any disclosure of PHI made by any Operate Location Pharmacies and persons authorized by it, or any governmental agency having jurisdiction over Insurer. Notwithstanding the foregoing, Agency shall retain the right to sufficient continuing access to books and records regarding the Services to permit Agency to fulfill all of its contractual obligations to any customers and Insurer. Agency shall grant access to the Delaware Insurance Commissioner (the “Commissioner”) to books and records maintained by Agency for the purposes of examination, audit and inspection. Further, if Insurer is placed in receivership or seized by the Commissioner under the State Receivership Act or equivalent applicable law, all of the rights of Insurer under this Agreement will extend to the receiver or the Commissioner, and Agency shall make all books and records immediately available to the receiver or the Commissioner and shall turn over all File-Transfer Locations while Seller owned such books and records to the receiver or the Commissioner immediately upon the receiver or the Commissioner’s request. Agency and Insurer shall each retain this Agreement as part of their respective books and records for the term of this Agreement and for five years thereafterBusiness.

Records and Data. Agency (a) The parties agree that Buyer and the Sellers will engage Infowerks (the “Data Converter”) to convert the Sellers’ prescription file and record data in electronic form that are included in the Purchased Assets (the “Record Data”) to a format specified by Buyer. After obtaining the FMRX Stockholder Approval, the Sellers shall keep true provide such access, information and correct records cooperation to the Data Converter as may be required to enable the Data Converter to deliver the Record Data to Buyer (i) with respect to each of the File-Transfer Locations, at least two (2) business days prior to the Closing Date and keep books (ii) with respect to each of the Purchased Operate Location Pharmacies and Purchased Worksite Pharmacies, at least two (2) business days prior to the applicable Inventory Closing Date; provided, that prior to the applicable Inventory Closing Date (or, with respect to the File-Transfer Records, the Closing Date) such Record Data shall be maintained and segregated in Buyer’s computer systems and access to such data shall not be transferred and made accessible to any pharmacy locations until the applicable Inventory Closing Date (or, with respect to the File-Transfer Records, the Closing Date), and shall be limited to corporate-level employees and only for purposes of quality assurance and preparing to transition such data from the Sellers to Buyer; provided, further, that if any Inventory Closing Date does not occur within 90 days of the Closing Date, Buyer shall delete and destroy the applicable Record Data (and any copies thereof) so that such Record Data may not be accessed by Buyer or accounts Eastern or any of their respective Affiliates. In the event that the Sellers fail to comply with their obligations as set forth in this Section 7.3(a) and as a result of such failure the Record Data is not or cannot be delivered from Buyer’s corporate-level systems to the applicable pharmacy systems as of the applicable Inventory Closing Date, Buyer, at Buyer’s sole discretion, may delay the applicable Inventory Closing Date until the Record Data is delivered to Buyer’s pharmacy systems. For the avoidance of doubt, the costs and Expenses of the Data Converter are to be shared equally by Buyer, on all Services provided the one hand, and the Sellers, on the other hand, as part of the Inventory Closing Shared Expense Amount. Notwithstanding anything else to the contrary, upon Buyer’s receipt of the File-Transfer Records pursuant to this Agreement Section 7.3(a), Buyer or Eastern, as applicable, will be obligated to pay to Sellers the portion of the Purchase Price allocable to such File-Transfer Records, Sellers will be obligated to sell, transfer and shall preserve assign to Buyer or Eastern all of its rights, title and hold interest to such File-Transfer Records, free and clear of all documents, correspondence Encumbrances (other than Permitted Encumbrances) and records each of Agency in accordance with prudent record keeping practices and in compliance with all federal and state privacy and security standards for a period of not less than the greater of (i) five years from parties will be obligated to make the date of their creation or (ii) six years after termination of any relevant annuity or life insurance contract. Agency shall cooperate and assist Insurer in making any examination or inquiry other deliveries required by Article IV with respect to such Services. All Deliverables established File-Transfer Records. (b) In addition, the Sellers agree to make the computer hardware, computer software and electronic data currently used for record keeping purposes available to Buyer and Eastern for up to six (6) months after the Closing Date. (c) The Sellers have, with respect to each of the Purchased Operate Location Pharmacies, Purchased Worksite Pharmacies and File-Transfer Locations, maintained by Agency by reason an accurate log of its performance under this Agreement whichall disclosures, absent this Agreement, would to the extent any have been held by Insurermade, will (1) be deemed the propertyas of April 14, and subject to the control2003, of InsurerProtected Health Information (“PHI”), (2) be identifiable, (3) be segregated from all other persons’ records and data or will be readily capable of segregation at no additional cost to the insurer, and (4) be subject to examination at all times by Insurer and persons authorized by it, or any governmental agency having jurisdiction over Insurer. Notwithstanding the foregoing, Agency shall retain the right to sufficient continuing access to books and records regarding the Services to permit Agency to fulfill all of its contractual obligations to any customers and Insurer. Agency shall grant access to the Delaware Insurance Commissioner (the “Commissioner”) to books and records maintained by Agency for the purposes of examination, audit and inspection. Further, if Insurer as that term is placed defined in receivership or seized by the Commissioner under the State Receivership Act or equivalent applicable law, all of the rights of Insurer under this Agreement will extend to the receiver or the Commissioner, and Agency shall make all books and records immediately available to the receiver or the Commissioner and shall turn over all such books and records to the receiver or the Commissioner immediately upon the receiver or the Commissioner’s request. Agency and Insurer shall each retain this Agreement as part of their respective books and records for the term of this Agreement and for five years thereafterHIPAA.

Records and Data. Agency shall keep true (a) The parties agree that Buyer will engage Infowerks (the “Data Converter”) to convert Seller’s prescription file and correct records record data in electronic form that are included in the Purchased Assets (the “Record Data”) to a format specified by Buyer. Seller agrees, on or prior to Closing, to provide, during regular business hours, such access, information and keep books cooperation to the Data Converter as may be reasonably required to enable the Data Converter to deliver the Record Data to Buyer at least two business days prior to the Closing Date. In the event that the Record Data is not or accounts on cannot be delivered to Buyer as of the date of Closing, Buyer, at Buyer’ sole discretion, may delay the Closing Date until the Record Data is delivered to Buyer. (b) Seller will retain a complete copy of all Services provided pursuant to this Agreement and shall preserve and hold all documents, correspondence and records of Agency Record Data in accordance with prudent record keeping practices and in compliance applicable Requirements of Law regarding retention of records. (c) Seller has, with all federal and state privacy and security standards for a period respect to each of not less than the greater of Pharmacies, maintained (i) five years from an accurate log of all disclosures, to the date of their creation or (ii) six years after termination of extent any relevant annuity or life insurance contract. Agency shall cooperate and assist Insurer in making any examination or inquiry with respect to such Services. All Deliverables established and maintained by Agency by reason of its performance under this Agreement which, absent this Agreement, would have been held by Insurermade, will (as of January 1) be deemed the property, and subject to the control2004, of InsurerProtected Health Information (“PHI”), as that term is defined in HIPAA. (2d) be identifiable, (3) be segregated from all other persons’ records and data Buyer will engage Tribune Direct or will be readily capable of segregation at no additional cost to the insurer, and (4) be subject to examination at all times another distributor selected by Insurer and persons authorized by it, or any governmental agency having jurisdiction over Insurer. Notwithstanding the foregoing, Agency shall retain the right to sufficient continuing access to books and records regarding the Services to permit Agency to fulfill all of its contractual obligations to any customers and Insurer. Agency shall grant access to the Delaware Insurance Commissioner Buyer (the “CommissionerThird Party Distributor”) to books notify each customer of a Non-Operate Location Pharmacy who has had a prescription filled or refilled at such Pharmacy within the two years prior to the Closing Date by mailing each of them a letter in the form attached as Exhibit G or such other form as may be mutually acceptable to Buyer and records maintained by Agency for the purposes of examinationSeller. The parties agree that, audit and inspection. Further, if Insurer is placed in receivership or seized by the Commissioner under the State Receivership Act or equivalent applicable law, all promptly after its receipt of the rights of Insurer under this Agreement applicable Record Data, the Data Converter will extend provide the applicable Record Data to the receiver or Third Party Distributor in order to enable the Commissioner, Third Party Distributor to assemble and Agency shall make all books and records immediately available distribute these letters. Buyer agrees to instruct the receiver or Third Party Distributor not to release such letters until after the Commissioner Closing and shall turn over all be responsible for and shall satisfy any legal obligations under HIPPA, including the HIPPA privacy standards in connection with such books and records to the receiver or the Commissioner immediately upon the receiver or the Commissioner’s request. Agency and Insurer shall each retain this Agreement as part of their respective books and records for the term of this Agreement and for five years thereafterletters.