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CPR Pharmaceutical Reverse Distribution So Agreement 9 Page 2 of 7 representative providing services at an CPR facility will comply with all rules and regulations of CPR ®applicable to employees providing comparable services including health and security requirements, if any. Upon request, a local Guaranteed Returns® service representative shall also provide a "Full On -Site Service". In addition to the services provided under the Guaranteed Returns' On -Site Express option, this service also includes a complete inventory of all the products being shipped to Guaranteed Returns® for credit determination. Due to regulations pertaining to product waste, this inventory report is a shipping manifest and will not determine what products are creditable or non -creditable. An additional fee does apply for this service. Refer to Section /// for more information. Guaranteed Returns® is not responsible for damaged or improperly labeled items shipped by CPR facilities and/or affiliates directly. Upon arrival, Guaranteed Returns will process all merchandise with proper customer account numbers, full product information, and process dating. Guaranteed Returns will make the determination of the credit estimate for the facility pharmacies in light of the manufacturer's most current pharmaceutical return specifications, industry standards and special return specifications practiced and developed by Guaranteed Returns®. CPR facilities and/or affiliates will receive an inventory listing of all returnable and non -returnable goods received by Guaranteed Returns' along with a proposed credit estimate. Returnable merchandise will be reported to each appropriate manufacturer for final credit determination. Upon receipt of the inventory list, facility pharmacies should promptly double check its records and notify Guaranteed Returns' of any discrepancies in its own inventory manifest. Each manufacturer, with the exception of Direct Manufacturers will issue credits directly to each facility wholesaler account in a form of a lump sum credit (may require more than 2 distributions). Non -returnable goods will be destroyed in accordance with all applicable government rules and regulations at a fully licensed and insured facility. A disposal manifest for all non -returnable goods will be provided to each facility. Guaranteed Returns® will utilize its best efforts to reconcile all outstanding credits. The Disposal of all non -returnable merchandise is provided free of charge for those facilities utilizing Guaranteed Returns® Pharmaceutical Reverse Distribution Program, "ReverseLink One"— Accelerated Credit (See Exhibit A, Program Description). Guaranteed Returns® shall assume liability connected with the proper disposal of non- returnable merchandise in accordance with applicable laws and regulations. Guaranteed Returns® shall provide such services and on such terms as are set forth in the service proposal attached to this Agreement as Exhibit A and submitted to CPR via cover letter dated April 9, 2007 ("Service Proposal"). Guaranteed Returns® represents and warrants that the provision of services under this Agreement shall conform to any service levels or standards of care set forth in the Service Proposal. Guaranteed Returns® further represents and warrants that the statements in the Service Proposal are true and accurate as of the date this Agreement is executed by Guaranteed Returns®. The above-described service/s will be provided by Guaranteed Returns® at the reduced and CPR specific contracted all-inclusive compliance base rate of seven point nine percent (7.9%) for the 'Off -Site' Service. The all-inclusive service fee is applied to the total actual credit issued and/or received by the CPR facilities and/or affiliates through the use of "ReverseLink One"'" Accelerated Credit. For CPR facilities and/or affiliates requesting to utilize Guaranteed Returns' optional "Express On -Site Service" an additional four percent (4.0%) up charge will be applied to the base rate above. For CPR facilities and/or affiliates requesting to utilize Guaranteed Returns' optional "Full On -Site Service" a six point five percent (6.5%) up charge will be applied to the base rate above. Under "ReverseLink One"" Accelerated Credit, each of Guaranteed Returns® partnering Drug Wholesaler/s will deduct the applicable service fees from the Lump Sum Credit and issue payment directly to Guaranteed Returns®. With the assistance of our Credit Reconciliation Department, CPR facilities and/or the affiliated pharmacies will be required to track the credits from those manufactures that have been classified as a "direct vendor". The return goods policy for these crediting manufactures, stipulate that in order to maximize the pharmacies credit earnings, credit must is be issued directly to the pharmacy in the form of a check, drop ship credit thru the wholesaler or exchange product and will not be included in the Lump Sum Credit Feature. These manufactures will be clearly