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CPR Pharmaceutical Reverse Distribution Service Agreement 0 Page 3 of 7 identified on all product inventory manifests. As agreed upon, Guaranteed Returns® will instruct the ® pharmacies' wholesalers to deduct the service fee for the total of the direct vendors estimated credit amounts. CPR facilities and/or affiliates agree to accept full responsibility for Guaranteed Returns®' fee in the event the Drug Wholesaler fails to deduct any portion of the applicable service fee from its credits. Refer to Exhibit B for further pricing schedule information. CPR acknowledges that there are variables beyond the control of Guaranteed Returns® which may affect the ultimate total credit return values. The estimated credit value, (ERV) is only an estimate. Guaranteed Returns' does not guarantee the specific estimated credit return dollar value (ERV) and disclaims any responsibility whatsoever for payment of the estimated credit return value. Guaranteed Returns® will, of course, utilize its best efforts to realize the estimated credit return values and obtain the highest credit values within its control. Our Credit Reconciliation Department will utilize its best efforts to collect, reconcile and issue credits in a timely manner and as soon as reasonably possible. Credits may be delayed due to wholesaler and/or manufacture delays, responsibility for which is expressly disclaimed by expressly disclaimed by Guaranteed Returns®. The beneficial feature of receiving your credits as a consolidated Lump Sum Credit, instead of the traditional credit tracking method, requires them to be issued at various time intervals. This is determined by which Drug Wholesaler the pharmacy utilizes. In the event that AmeriSource Bergen Corporation, the California Department of Corrections contracted wholesaler, or the pharmaceutical manufacturers issues credit in the form of a check and not the standard credit memo method, Guaranteed Returns® will request that these checks be issued to the California Receivers Office for further processing and final disposition and not to each CPR facility. If applicable, collection, accounting and distribution/allocation of all industry 'Administration Fees' are the responsibility of each participating facilities, members and/or affiliates. 0 IV. MISCELLANEOUS TERRM This agreement will be interpreted and governed by the laws of the State of California, without giving effect to the principles of conflict of laws. This agreement, including all Exhibits and Addendums, constitutes the entire agreement between the parties and there are no other oral or written understandings and/or agreements between Guaranteed Returns®, Guaranteed Returns® Midwest Division and CPR that relate to the subject matter of this agreement. Unless specifically agreed upon in writing, this would include; any promotional literature, advertisements and/or proposals previously discussed and/or distributed. Guaranteed Returns' expressly disclaims any warranties, expressed or implied, other than that which may have been set forth specifically herein. The duration of this agreement will be in force and in effect for a period of three (3) years from the inception date indicated on page one. In addition, an option to extend this agreement for an additional two, one (1) year extensions may be exercised by mutual written consent of the parties. This agreement may be terminated by either party with or without cause upon thirty (30) days' prior written notice to the party. Termination of this Agreement in whole or in part does not relieve any party from its obligations under this agreement that accrued prior to the effective date of termination. This includes Guaranteed Returns'' responsibilities to perform its pharmaceutical return goods services in accordance herewith as well as CPR facilities and/or affiliates obligation to compensate Guaranteed Returns'' for services rendered. Guaranteed Returns' represents that it has in effect a corporate compliance program or equivalent policy, which includes provisions concerning fraud and abuse and compliance with state and federal law, and that Guaranteed Returns® shall comply with it in all its dealings with the CPR Facilities,