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Prescription Drug Discount Card Agreement Between Paramount RX Inc. And Free For All, Inc.

This is an actual contract by Free For All.

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Sectors: Services
Governing Law: New Jersey, View New Jersey State Laws
Effective Date: January 01, 2009
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Exhibit 10.5











PRESCRIPTION DRUG DISCOUNT CARD AGREEMENT



This Prescription Drug Discount Card Agreement effective as of ____________, 2009 ( "Effective Date" ) is between Paramount Rx Inc. ( "Paramount Rx" ) located at 2054 Kildaire Farm Rd., #403 Cary, North Carolina 27518 and Free For All, Inc. ( "Client") , with its principal place of business located at 303 Lippincott Drive, Suite 320, Marlton, NJ 08053.



RECITALS



A. Client provides a prescription drug discount program, through which individuals may utilize identification cards entitling them and their dependents access to contracted, discount pricing for prescription drugs and drug products dispensed at participating pharmacies;



B. Paramount Rx has agreed to provide Client access to its national pharmacy network, claims processing, contracted drug pricing and other related services in connection with the Program. Paramount Rx has represented that it has contractual agreements with all major pharmacy chains in the U.S. and Puerto Rico that will enable it to appropriately service clients discount card programs. The major pharmacy chains include but are not limited to Wal-mart, Target, CVS, Walgreens, Kroger, K-mart, Albertsons, Sav-on, Osco, Safeway, and Rite-Aid. The contracted chains have agreed to accept Paramount Rx's MAC list as well as a competitive Brand discount as defined in Exhibit B. Paramount Rx agrees to provide an " OPEN" network while it continues to contract with independent pharmacies utilizing the program. Discount rates for chain pharmacies in Puerto Rico will not be subject to the performance guarantees defined in Exhibit B.



In consideration of the mutual promises in this Agreement, Paramount Rx and Client agree as follows:



ARTICLE 1. DEFINITIONS



All capitalized terms shall have the meanings given them in Exhibit A to this Agreement.



ARTICLE 2. PROGRAM DESCRIPTION AND DUTIES



2.01 Client Representations and Covenants. Client represents that its Program is a Prescription Drug discount program made available to consumers who wish to receive access to contracted, discount pricing for Prescription Drugs dispensed at Participating Pharmacies and is not an insured benefit. Client acknowledges and agrees that it is solely responsible for disclosing to prospective and current Members all Program information legally required to be disclosed, including, but not limited to, information related to the calculation of amounts to be paid by Members, coverage and exclusions and enrollment requirements.



2.02 Purchase of Prescription Drugs. Members, at their own expense, may purchase Prescription Drugs at Participating Pharmacies, upon presentation of a Program identification card designed by client and a prescription order. Client understands and agrees that its Members are responsible for 100% of the contracted price of the Prescription Drugs dispensed at the point of sale. Paramount Rx shall have no liability or obligation whatsoever (whether in contract, tort, equity or otherwise) to pay for such Prescription Drugs.



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2.03 Cooperation. Client agrees to cooperate with Paramount Rx for the purpose of enabling Paramount Rx to perform its services in connection with this Agreement. Client represents and warrants that all Program information provided by or on behalf of Client to Paramount Rx shall be true, accurate and complete. Client further agrees to provide Paramount Rx with all information and the data necessary, in such form as Paramount Rx may reasonably require, enabling Paramount Rx to review and process each claim and to provide its services in connection with this Agreement.



ARTICLE 3. SALES AND MARKETING MATERIALS



Client, at its own expense, shall produce and distribute all advertising, sales, marketing and enrollment materials (including, but not limited to, Member brochures, applications and when required by the Program, identification cards) for promotion of the Program. Client will submit identification card templates and all related material templates for written approval by Paramount Rx, any cards or materials that are produced using the approved templates will not need further approval by Paramount Rx. Client further agrees that without Paramount Rx's prior written approval which will not be unreasonable with held all such materials shall state the Program is not insurance. Client shall not, directly or indirectly, advertise, market or sell the Program as any form of insurance or "funded health benefit", except to the extent the Program is implemented in connection with Flexible Spending Arrangements, Health Savings Accounts, Health Reimbursement Arrangements or other funded or insured health benefits. As the Client is using its own BIN for processing no names or logos of Paramount Rx will be required to be added to the cards or marketing materials, unless required by state or industry regulations.



ARTICLE 4. IMPLEMENTATION AND SUPPORT



4.01 Implementation. Paramount Rx agrees to facilitate the implementation of Client's Program by taking the following actions: (a) loading Member enrollment files, within three (3) business days of receipt, according to Paramount Rx's system specifications; (b) encoding Client's Program specifications within information services and claims processing systems; within seven (7) business days of receipt, according (c) creating and encoding Client's Program specifications within the Participating Pharmacy network within seven (7) business days of receipt, according; and (d) providing other agreed upon services. Paramount Rx has represented that it currently has the technological capabilities to service the clients discount cards and to assure the discount card transactions and discounts are properly calculated and recorded under the client's bin number. Paramount Rx will provide a group level report .



4.02 Toll-Free Telephone Access. Paramount Rx agrees to maintain at its sole expense a toll- free telephone line for access by Participating Pharmacies for the resolution of claims processing adjudication.



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ARTICLE 5. ENROLLMENT



5.01 Enrollment. If Member participation in the Program is defined by eligibility criteria, then Client shall provide Paramount Rx a complete enrollment file in electronic media identifying all Members. Client also shall provide Paramount Rx regular electronic updates of changes in enrollment, including, but not limited to, changes in enrollment status, additions and deletions of Members, and termination of Program participation, together with the effective date of any such changes. Each enrollment file and update shall be provided by Client in a mutually acceptable format and shall be true, accurate and complete and shall include all information reasonably requested by Paramount Rx to process claims for Prescription Drugs.



5.02 Maintenance of Enrollment Files. Subject to Client's written request, Paramount Rx shall establish and maintain enrollment files related to Members and their Prescription Drug utilization. Maintenance of enrollment files (additions, terminations and updates) will be performed within three (3) business days of Paramount Rx's receipt of Client's submission of enrollment files and updates that satisfy the requirements of this Agreement.



ARTICLE 6. PROGRAM AND PHARMACY NETWORK MANAGEMENT



6.01 Claims Processing. Paramount Rx agrees to receive and process from Participating Pharmacies contractual claims (in National Council of Prescription Drug Program required electronic format) for pricing of Prescription Drugs dispensed at those pharmacies to Members. Paramount Rx will provide all personnel, equipment and facilities necessary to perform the claims processing operations for all claims submitted under this agreement. Paramount Rx shall have no duty or obligation to process claims received directly from Members. Paramount Rx shall accurately calculate the Transaction Fee and all other fees when a claim is adjudicated and add the sum of all those fees to the price returned to the Participating Pharmacy. When the total price (including those fees) is less than the Participating Pharmacy's Usual and Customary Price the card holder will pay the calculated discount price and the Client will receive the Transaction Fee as defined in Exhibit B. Paramount Rx will make its best efforts to calculate the discounted price and fees accurately and compare to the Usual and Customary Price correctly.



6.02 Participating Pharmacy Listings. Paramount Rx agrees to maintain complete, current and accurate listings of Participating Pharmacies. Paramount Rx will deliver a full Participating Pharmacy list to the Client in a machine readable format, on a monthly basis, via automated export and FTP transfer. The Participating Pharmacy list will include but not be limited to the following fields of data: NPI, NCPDP, Name, Address 1, Address 2, City, State, Zip Code, Retail Phone Number, Chain Identifier, Chain Name Delivery Service Flag, Drive Up Flag, Twenty Four Hour Flag, and Hours as provided by NCPDP and in accordance with our licensing agreement. Failure of Paramount Rx to maintain pharmacy provider agreements with all of the major pharmacy chains in the U.S. and Puerto Rico shall be a breach of this agreement entitling client to terminate the agreement.



6.03 Website. Paramount Rx agrees to maintain Prescription Drug pricing and a Participating Pharmacy locator on Paramount Rx's website and reserves the right, in Paramount Rx's sole discretion, to modify that website and the information on that website from time to time. Paramount grants to Client a non-exclusive right to establish a link to Paramount Rx's website and to post on Client's website information related to Paramount Rx, solely for the purposes of allowing Members to access the Prescription Drug pricing listed on the website, to locate Participating Pharmacies and to access Paramount Rx's services. Client agrees to incorporate the link (i.e., the graphical image file) provided by Paramount Rx into the HTML files located at Client's website for the duration of this Agreement. Client further agrees that all information on, and modifications to, Client's website related to Paramount Rx or its website shall be subject to its prior written approval, which shall not be unreasonably withheld. Client further agrees to remove that link and all information related to Paramount Rx contemporaneously with the expiration or termination of this Agreement.



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6.04 Reports. Paramount Rx agrees to provide to Client, within thirty (30) days of the end of each calendar month, a report of all claims received during the month for which the report is prepared. Paramount Rx agrees to provide to Client, within thirty (30) days of the end of each calendar month, a utilization summary report of all claims received during the month for which the report is prepared. A right to audit is granted to client as set forth in subsequent paragraphs herein.



6.05 Claim Export. Paramount Rx agrees to provide to Client, at its sole cost and expense, full claim files, in a machine readable format on a daily basis, via automated export and FTP transfer. Providing the following claim data is available to Paramount Rx from the adjudication system the claim file will include but not be limited to the following fields of data: Unique Claim Identifier, Claim Sequence Number, Claim Status Code (Paid, Reversed, Reversal), Date Submitted, Date Filled, Group Identifier, Member Identifier, Prescription Number, Drug NDC11, Drug GPI, Drug Label Name, Brand / Generic Indicator, Single / Multiple Source Indicator, Metric Decimal Quantity, Days Supply, Price List Used (AWP, MAC, U&C), Pharmacy Usual and Customary Price, Pharmacy Submitted Amount, Pharmacy Paid Amount, AWP Unit Cost, AWP Total Cost, Discounted Ingredient Cost, Pharmacy Dispensing Fee, Tax Amount, Total Cost, Member Copay Amount, Pharmacy Identifier (NCPDP or NPI), Cycle Identifier, Date Prescription Written, Person Code, Relationship Code, Member First Name, Member Last Name, Member Gender, Member Birth Date, New/Refill Code, DAW Code, COB Code, Pharmacy Name, Pharmacy Address 1, Pharmacy Address 2, Pharmacy City, Pharmacy State, Pharmacy Zip Code, Pharmacy Chain Identifier, Pharmacy Chain Name, Prescriber Identifier (NPI or DEA), Prescriber Name, BIN, and PCN.



6.06 Group Load Confirmation. Paramount Rx agrees to provide to Client, at its sole cost and expense, full group load confirmation/exception reports within 24 hours after group load implementation.



6.07 Eligibility Load Confirmation. Paramount Rx agrees to provide to Client, at its sole cost and expense, full eligibility load confirmation/exception reports within 24 hours after eligibility load implementation.



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6.08 Drug Search Web Service. Paramount Rx agrees to provide to Client, at its sole cost and expense, a real-time server based drug lookup, returning XML or another machine readable format upon request from the Client's server. This web service will have functionality comparable to the Filtered Partial Product Name Search Web Service provided by SXC. SXC defines this web service as follows: The Filtered Partial Product Name Search web service accepts a partial drug name-extension and searches for distinct combinations of name-extension, GPI-10, unit dose/unit use, OTC indicator, route of administration, dosage form, maintenance indicator, third party exception indicator, and active indicator.



6.09 Pricing Web Service. Paramount Rx agrees to provide to Client, at its sole cost and expense, a real-time server based drug price lookup, returning XML or another machine readable format upon request from the Client's server. This web service will have functionality comparable to the User Trial Adjudication Web Service provided by SXC. SXC defines this web service as follows: The User Trial Adjudication web service allows you to submit a transaction to trial adjudication using client logical security. The input supplies the web service with the drug, pharmacy, and member information, which then returns a copayment quote based on the submitted information.



6.10 Generic Web Service. Paramount Rx agrees to provide to Client, at its sole cost and expense, a real-time server based generic lookup, returning XML or another machine readable format upon request from the Client's server. This web service will have functionality comparable to the Filtered GPI-10 Product Search Web Service provided by SXC. SXC defines this web service as follows: The Filtered GPI-10 Product Search web service accepts a GPI-10 and provides a distinct combination of name extension, GPI-10, unit dose/unit use, OTC indicator, rank, route of administration, dosage form, maintenance indicator, label, repackager code, third party e
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