NOTICE OF PRIVACE PRACTICES This notice details how you!' medical information may be used and disclosed and how to gain access to that information. Please review carefully. By law, every Pharmacy is required to maintain the privacy of “Protected health Information" ("PHI"), in addition to providing the individuals with notice of those legal duties and practices of privacy with respect to PHI. PHI is the information that may identify an individual and relates their past, present and future health (mental or physical) or condition and associated health care services to them. This "Notice of Privacy Practices" ("Notice") explains how a pharmacy may use and disclose your PHI to carry out Health care operation, treatment or payment and for other pre-determined purposes that are permitted or required by law. This Notice also explains the Rights of an individual with respect to the PHI about them. Each Pharmacy is held accountable to abide by the terms of the Notice. We, the Pharmacy, will not disclose or use your PHI without your written authorization, except as stated in this Notice. However, we reserve the right to change our practices along with the Notice and in turn make the Notice effective for all obtained PHI. Upon request, we will make the revised Notice available to all interested parties. Individual Health Information Rights With respect to your PHI, you have the following rights: Upon request, to obtain a paper copy of the Notice. At any point in time, you have the right to request a copy of the notice, even if you previously agreed to receive an electronic version. Please contact Amy Steele to acquire a paper copy. To request guidelines on certain uses and disclosures of your PHI. Additional restrictions may be requested by individual on the use and disclosure of their PHI by submitting a written request to Amy Steele. The Pharmacy is not required to agree w1th those lnmtat1ons. To attain and impact a copy of PHI. As long as the Pharmacy maintains the PHI. Individuals have the right to access and copy their PHI contained in a designated record set. Prescription and billing information is personally included in a designated record set. Please send a written request to Amy Steele to inspect or copy your PHI. Fees may be applied to cover the costs of supplies, copying and mailing necessary for fulfilling a request. In certain limited cases, requests for copies or inspection of PHI may be denied. In such cases, review of the denial may be requested. To request an amendment of PHI. If an individual feels that their PHI maintained by the Pharmacy is inaccurate in any way, they may request it be amended. An amendment may be requested as Ion as thy Pharmacy maintains the PHI. Please submit a written request to Amy Steele to request an amendment. Reasoning for the request must be included to support the request. In isolated cases, the request for an amendment may be denied. In such cases, a disagreement with the statement may be filed and may result in a rebuttal to the statement. Correctional institution: PHI may be disclosed to an institution or its agents to protect the health and safety of an individual or other inmate, if said individual becomes or is already an inmate of a correctional institution. To avert a serious threat to health or safety: In the case of a serious threat to health or injury of an individual or others in general, PHI may be disclosed as a method of prevention. Military and veterans: PHI may be released about members of the armed forces, as military command authorities require. Similarly, appropriate military authorities may receive PHI about foreign military personnel. National security and intelligence activities: PHI may be disclosed to federal intelligence agents, counterintelligence, and law authorized security activities. Protective services for the President and others: To conduct a special investigation, or protect the President, foreign Heads of State, or authorized persons, PHI may be disclosed to authorize federal agents. Victims of abuse, neglect, or domestic violence: If abuse, neglect, or domestic violence is suspected, PHI may be released to the appropriate government authority, such as a protective service or social service agency. PHI will only be disclosed to the extent required by law if the victim agrees with the disclosure, the disclosure is allowed by law, will not be used against the victim, and is deemed necessary by the public agent receiving the repot1or to avert serious harm to an individual. Additional PHI Uses and Disclosures Additional purposes, beyond those previously discussed or as authorized or allowed by law, may cause the pharmacy to request an individual's written authorization for PHI disclosure or use. Authorization may be revoked at any time. The Pharmacy, after receiving a written revocation, will discontinue disclosure and use of an individual's PHI beyond actions already completed in association with the original authorization. To Report a Problem or For Additional Information Please contact Old Gretna Pharmacy with additional questions or for more information about the Pharmacy’s privacy practices. In the case of suspected violation of privacy rights, please file a complaint with the Secretary of Health and Human Services. Filing a complaint will in no way result in any retaliation eff01ts. Effective Date This Notice is effective as of 2/9/12 Health-related communications: A pharmacy may contact an individual to provide information about treatment alternatives, health care related benefits or services of interest, or refill reminders. Food and Drug Administration (FDA): To enable the FDA to recall, repair, or replace products, the pharmacy may disclose to the FDA, or those persons under its jurisdiction, PHI associated with adverse outcomes with respect to foods, drugs, products and product defects, supplements, or post marketing surveillance information. Worker's compensation: An individual's PHI may be disclosed by the pharmacy if authorized or is necessary to act in accordance with any laws regulating worker's compensation or similar law established programs. Public health: PHI regarding the prevention and control of disease, injury, and disability may be disclosed to public health or legal authorities as required by law. Law enforcement: As required by law for law enforcement purposes, a valid subpoena, or another legal process, a pharmacy may disclose an individual’s PHI. As required by law: A pharmacy may disclose an individual's PHI when required to do so by law. Health oversight activities: For any law authorized activities, the pharmacy may disclose and individual’s PHI to an oversight agency. Such activities include inspections, investigations, and audits deemed necessary for the government and the licensure to monitor government programs, the health care system and compliance with civil rights laws. Judicial and administrative proceedings: PHI may be disclosed to an administrative or court order if an individual is involved in a lawsuit or dispute. Should someone else involved in the dispute request PHI via a subpoena, lawful process, or discovery request, PHI may be disclosed only if an effort has been made to notify the individual or obtain an order requested to protect the PHI. A pharmacy is allowed to disclose or use PHI for the following purposes: Research: Upon approval from an institutional review board that has established protocols ensuring the protection of PHI from a formal review of the research proposal, researchers may request an individual's PHI. Coroners, medical examiners and funeral directors: A pharmacy may release PHI to a medical examiner or coroner for the purpose of, but not limited to, determining the identity of a deceased person or cause of death. PHI may also be disclosed to funeral directors in fulfilling their duties in accordance with applicable laws. Organ or tissue procurement organization: For the purposes of tissue donation and transplanting, PHI may be disclosed to any or organization involved in procurement, banking, or transplantation of organs. Fundraising: In conjunction with a fundraising endeavor, the Pharmacy may contact an individual. To receive an accounting of disclosures of PHl After April 14, 2003 individuals have the right to receive an accounting of to their PHI covering most disclosures above and beyond treatment, health care operations and payment. Disclosures made direct to the individual or those involved with their health care, authorized by the individual, or for the purpose of notification will be excluded. Certain other exceptions, limitations or restrictions may apply. Please submit a written Request for PHI accounting to Amy Steele. A specific time period, of no more than six years, must be included. The initial request for an accounting, within a 12 month frame, will be provided at no charge. Additional accountings will have associated fees. Individuals requesting an accounting will be notified in advance of the charges and will have the option to modify or cancel their request. To request communications of PHI by alternative methods or at alternative locations. An individual may request a written response about their medical details or that it be sent to an alternative address. Please submit a written request to receive a confidential PHI communication to Amy Steele. Please include how and where to be contacted. All reasonable requests will be accommodated. Examples of the Use and Disclosure of PHI The following are examples and descriptions of the uses and disclosures of PHI: The use of PHI for treatment. An example would be the use of pharmacist obtained information to dispense prescribed medications. Information related to the services provided and medications dispensed would be documented in an individual's record. The use of PHI for payment. An example would be contacting the pharmacy benefit manager or insurer to confirm payment for an individual's prescription and the amount of the co-payment. The pharmacy bills either the individual or a third-party payer for the prescription medication costs. An individual's prescription or personal identifying information may be included on or with the bill. The use of PHI for health care operations. An example would be the use of health record information to monitor the performance of the treatment provided by the pharmacist. This information would be utilized to improve the health care and services quality and effectiveness provided. A pharmacy is likely to disclose or use PHI for the following purposes: Business associates: Some services provided are the result of contracts with business associates. To insure that these associates can perform the duties we've contracted with them for and to bill the individual or the third-party payer for serviced rendered, the pharmacy may disclose PHI about the individual. Business associates are required to appropriately safeguard PHI to protect the individual. Communication with individuals involved in your care or payment for your care: Using their judgment, pharmacists and other professional health care givers may disclose relevant PHI regarding personal care or payment related to care to those identified by an individual, such as family members, relatives and friends. I. Term. The term of this License begins on the Effective Date and continues for successive one-year periods until terminated by either party without cause, as to one or more Pharmacies, on 60 days' written notice. Additionally, either party may terminate this License immediately upon failure of the other party to perform any material obligation. 2. Grant. (a) Use of Marks & GNP License. Subject to this License, ABDC hereby grants and Customer accepts ce1tain non-exclusive rights to use Good Neighbor Pharmacy" and related service marks and their successors ("Marks") solely to operate, advertise and promote Pharmacy, in compliance with standards and quality controls established by ABDC ("Standards"). ABDC may allow others to establish and operate, any business (including pharmacies) or do so itself, and offer, adve1tise and sell any products and services, including those sold to Customer, under the Marks at any location and through any channel of distribution, regardless of proximity to or competitive impact on Pharmacy. Customer must promptly discontinue any use of a Mark if ABDC notifies Customer such use is disapproved. (b) Unapproved Operations. Customer may not use any Mark to operate any business other than an approved Pharmacy under this License, without ABDC's express prior written approval. Such use constitutes willful infringement of the Marks and this License. (c) Modifications. ABDC may modify the Marks and Standards, including (i) adding, changing or discontinuing them; (ii) changing decorative, non-functional trade dress components that provide each GNP Pharmacy a distinctive, memorable appearance, and (iii) adding, changing or discontinuing "Good Neighbor Pharmacy" brand private label products. Customer will promptly comply with and adopt, at its expense, any such changes, including changing trade dress, signage, stationery, business cards, promotional material and other items used in operating each GNP Pharmacy. (d) Innovations. ABDC continually adopts enhancements based on feedback from participants and if Customer suggests, enhances or develops an innovation or improvement related to Good Neighbor Pharmacy or this License, ABDC may incorporate it for use by other customers without compensation. 3. Fees. Customer will pay the $500.00 start-up fee by the day of the seventh calendar month after the Effective Date. Unless otherwise agreed, ABDC will invoice GNP license fees on the 25'h of each month and add to such amount applicable sales, use or other tax or charges, with payments due pursuant to payment terms under Customer's prime vendor agreement, except that monthly GNP license fees for the first six months are waived. ABDC may adjust monthly GNP license fees from time to time on 60 days' prior written notice. 4. Customer's Obligations. (a) Pharmacy Operation. Operation and appearance of each GNP Pharmacy reflect on other GNP Pharmacies and goodwill of the Marks. Customer will (i) comply fully with all laws applicable to its business, (ii) maintain the highest possible ethics, (iii) use best efforts to operate each Pharmacy with diligence and vigor, and (iv) operate each Pharmacy in a manner that is a credit to the community and reflect the high standards and quality of the GNP Pharmacies and the Marks. (b) Pharmacy Appearance and Integrity. Customer will maintain interior and exterior areas at each Pharmacy in a safe and sanitary condition. Customer will keep equipment, decorations, fixtures, furnishings and improvements in good order, and repair or replace those that are damaged, worn or obsolete. (c) Signage. Each Pharmacy must be prominently identified as a participating Good Neighbor Pharmacy®. For each Pharmacy, Customer will obtain all required approvals, including government permits, before installing or removing any signs, structures or other items associated with the Marks. Customer will initiate and continuously pursue such approvals within 30 days of the Effective Date and will have a reasonable time after the Effective Date to complete installation of signage at each Pharmacy. Customer will purchase signage from suppliers meeting Standards, including at least (i) one exterior Good Neighbor Pharmacy identification sign, (ii) one Good Neighbor Pharmacy window valance, (iii) one Good Neighbor Pharmacy logo, which is available in both standard and customized exterior and interior versions, and (iv) various Good Neighbor Pharmacy identification SMJ/Good Neighbor Pharmacy Voluntary License 10/2612010 Page 2 of5 (e.g. aisle signs) and signage specified by ABDC from time to time. Customer will keep signage in good repair, meeting Standards for appearance, placement and visibility. (d) Compliance Exceptions. Customer will use best efforts to maximize visibility of exterior Good Neighbor Pharmacy signs subject to any legal limitations. If Customer needs to vary signage from requirements under this License or in the Standards, variations will be documented on a GNP compliance exception request form to be reviewed by the compliance committee of the applicable GNP Pharmacy Regional Advisory Board and, upon action by a majority of the compliance committee, approved by ABDC. Such approval must be given prior to use of non-conforming signage. (e) GNP Provider Network"'• Each Pharmacy will participate in the GNP Provider Network, pursuant to a GNP Provider Network agreement under which ABDC will assist Customer to participate in and obtain payment from certain third party pharmacy benefit providers (Payers). Customer will designate the GNP Provider Network as its primary network and may not appoint any other pharmacy services administration organization ("PSAO") or other party to act as its primary agent/contracting entity for agreements with Payers. ABDC may immediately terminate this License if Customer designates another network as primary without ABDC's prior written approval (other than members of a grandfathered GPO where Customer contracts directly or through its grandfathered PSAO to provide covered services for all Payers with which ABDC has entered into contracts on behalf of the GNP Provider Network so that ABDC may represent all GNP Pharmacies to Payers). Such termination will be effective upon the earlier of the date Customer's designation of another primary network is effective or 30 days after Customer's receipt of ABDC's termination notice under this Section 4(e). (l) Primary Supplier. Customer will use ABDC as its primary supplier for brand and generic prescription (Rx), over-the-counter (OTC) and other products, with such purchases at then-current wholesale prices and subject to standard terms for payment, credit, liability and other terms under a prime vendor or other agreement. Except as agreed, Customer has no obligation to purchase any programs or services from ABDC. 5. Internet Operations. (a) General. Customer may promote each Pharmacy and sell products using Marks on the internet pursuant to Standards. Any such internet operation will clearly identify Customer's community pharmacy business and be incidental to and an extension of such business. Internet operations must comply fully with applicable federal and state laws, including laws in states in which patients reside. ABDC may (i) restrict use of an intermit domain name, home page or other web address that includes a Mark (or require a separate license for such use); (ii) limit or require use of hyperlinks or other material (including required links to ABDC websites); and (iii) restrict use of material in which any third party has any interest. Customer must promptly discontinue any use if ABDC notifies Customer it is disapproved. (b) Customer Responsible. Notwithstanding ABDC’s right to disapprove content of Customer’s website, Customer is solely responsible for accuracy of information it provides on the internet or otherwise. (c) ABDC Websites. ABDC may advertise GNP Pharmacies on the internet and in other media in its discretion, including design and content, and discontinue some or all such advertising without liability. ABDC may create interior pages on websites with information about any Pharmacy and link to any Customer website, including advertising or other opportunities. (d) GNP Intranet. ABDC may establish or secure a business-to-business website for GNP Pharmacies to communicate with ABDC and other GNP Pharmacies and through which ABDC may disseminate information, including changes to Standards ("GNP Intranet"), and discontinue some or all of the GNP Intranet without liability. (e) Publicity. Customer grants ABDC the right to use, publish and copyright photographs of any Pharmacy and Customer's statements created during the Term for editorial, promotional, advertising or other purposes, with or without Customer's name or other identifying information, in any media, including on ABDC's websites and the GNP Intranet, all without further permission. ABDC will, upon request, remove from ABDC's websites or the GNP Intranet any such photographs or statements that identify Customer. 6. Cluster Group Advertising. (a) Cluster Groups. ABDC will assign Customer to an advertising group made up of one or more GNP Pharmacies ("Cluster Group") that will cooperate with ABDC and each other to plan and implement SMJ/Good Neighbor Pharmacy Voluntary License 1012612010 Page 3 of 5 Is based on geographic proximity and other factors. Cluster Groups may include any number of GNP Pharmacies. (b) Marketing Strategies. Customers will actively pat1icipate in its Cluster Group, including attending periodic meetings to plan and execute its Cluster Group's own customized marketing and advertising strategies, under direction of an ABDC manager. Such strategies will address opportunities for advertising on television, radio, cable, billboards, internet, newspapers and other publications, including printed advertising directories, and other media serving Customer's local media market, utilizing marketing materials developed by ABDC, such as layouts, scripts and other materials from which advertising may be produced. Such strategies may also include promotions and other marketing opportunities, such as health-related community events. (c) Cluster Group Ad Fees. Customer will pay, for each Pharmacy, a monthly advet1ising fee ("Cluster Group Ad Fee") pursuant to this Section 6 that, as an administrative service for the Cluster Group, ABDC collects, holds and uses to pay certain advertising expenses. Cluster Group Ad Fees are invoiced one month in advance (or as otherwise agreed), except that Cluster Group Ad Fees for the first six months are waived. Cluster Group Ad Fees are fully-earned upon receipt and not refundable under any circumstances. The Cluster Group Ad Fee may only be increased or decreased with written approval by a majority of GNP Pharmacies in the Cluster Group, which consent will specify the new amount GNP Pharmacies in the Cluster Group will pay. (d) Administration. In certain instances, ABDC receives revenue from the sale of items related to Marks that are purchased by GNP Pharmacies from third parties, such as volume discounts, rebates or other benefits based on GNP Pharmacies' aggregate purchases. Such benefits will be used to generally enhance and promote programs or to benefit GNP Pharmacies generally. This provision is not meant to circumvent or eliminate opportunities for revenue sharing with GNP Pharmacies and in such cases ABDC may allocate such benefits directly and proportionally to participating GNP Pharmacies and deduct expenses to administer and coordinate suppliers. In connection with programs for GNP Pharmacies and related products and services, Customer assigns ABDC the right to collect related promotional and advertising allowances. 7. Confidential Information. Each party, its employees and representatives ("Receiving Party") will protect all proprietary and confidential information ("Confidential Information") disclosed by the other ("Disclosing Party") and not use or disclose it except in connection with this License or as otherwise agreed in writing. Confidential Information does not include information (i) available on a non-confidential basis, (ii) known or able to be formulated by Receiving Party, or (iii) required to be disclosed by law. Customer may not copy or permit others to copy or use ABDC Confidential Information without ABDC's prior written consent. For avoidance of doubt, in assessing whether information is "Confidential Information," the pat1ies intend to exclude information that a licensed pharmacist, with background and experience comparable to Customer, would know without access to ABDC's material. 8. Post-Termination Obligations. (a) Use of Marks. If ABDC notifies Customer that it is in default or if this License expires or is terminated for a Pharmacy, Customer's right and privilege to use Marks and ABDC Confidential Information will absolutely and unconditionally cease for such Pharmacy; provided, however, such termination will not, by itself, affect Customer’s right to sell products if it is otherwise permitted to do so under its prime vendor or other purchasing agreement. ABDC may remove information about any such Pharmacy from websites, including the GNP Intranet, and suspend or terminate Customer’s access to the GNP Intranet. During the 60 days prior to expiration or without-cause termination of this License, Customer will immediately begin to comply with the following for such Pharmacy so that such steps are completed by the end of the Term (and will do so promptly if this Agreement is terminated for cause). Customer's failure to comply fully with the following requirements by such date constitutes willful trademark and copyright infringement: (i) Discontinue use of all Marks and ABDC Confidential Information; (ii) Return all printed, graphic, audio or visual item related to Marks, including Standards; (iii) Remove from such Pharmacy all interior and exterior GNP signage and other uses of all Marks; (iv) Cancel advertising relating to Customer's use of Marks as soon as reasonably possible, including yellow pages listings, and promptly cancel any assumed or fictitious name filings related to any Mark; and (v) Alter such Pharmacy's interior to remove all trade dress items and otherwise eliminate the distinctive features related to Good Neighbor Pharmacy or any Mark. SMJ/Good Neighbor Pharmacy Voluntary License 10/26/2010 Page 4 of5 Marks will inure to ABDC. Customer acknowledges ABDC is the sole owner of internet domain names related to the Good Neighbor Pharmacy, including "myGNP.com" and "Diabetes-Shoppe.com". Customer unconditionally disclaims any ownership interest in (i) any such phrase or colorably similar internet domain name (ii) any such domain name and any domain names that may be confusingly similar to them and (iii) the words "Good Neighbor", "Good Neighbor Pharmacy" and "GNP" and any abbreviation, acronym or variation of such words. Customer may not register any internet domain name in any class or category that contains "Good Neighbor", "Good Neighbor Pharmacy" or "GNP" or any abbreviation, acronym or variation of those words. (c) ABDC Rights. If Customer does not comply with the above obligations, in addition to other rights ABDC may, at Customer's expense, enter any such Pharmacy on seven days' notice to effect compliance, including removal and storage of signs and alteration or removal of trade dress items. Customer irrevocably appoints ABDC as Customer's agent and attorney-in-fact to effect such compliance and releases ABDC and its representatives from liability, in trespass or otherwise, for any action to effect compliance. ABDC will be entitled to injunctive relief, without bond, to enforce compliance with these requirements, and otherwise restrain Customer from unauthorized or prohibited use of any Mark. In addition to other rights, ABDC may recover damages from Customer for unauthorized or prohibited use of any Mark or any loss of customer or future goodwill associated with Marks. 9. Indemnification; Limitation on Liability. Each party ("Indemnifying Party") will indemnify and defend the other, its employees and representatives ("Indemnified Party") against all claims and damages (including expenses and attorneys' fees) ("Claim") to the extent arising out of Indemnifying Party's obligations under this License. Failure to give prompt written notice of a Claim will not relieve Indemnifying Party of liability except to the extent caused by such failure. Indentifying Party will defend Claims with counsel reasonably satisfactory to Indemnified Party and Indemnified Party will cooperate fully in such defense. Customer's indemnity of ABDC includes any Claim arising from its infringement or other violation of a patent, trademark, copyright or other proprietary right owned or controlled by ABDC or any third party except to the extent arising from authorized use of Marks in compliance with this License. Liability of ABDC and its affiliates, and their employees and representatives, with respect to any damage that relate to this License will not exceed $1,000. 10. Miscellaneous. (a) Independent Parties. This License will not create a partnership, joint venture, agency, franchise or employee relationship between ABDC and Customer, or any of their respective affiliates, officers, directors, or employees. This License is an arm's length commercial relationship that cannot be transformed into a fiduciary or other special relationship by course of dealing, special indulgences or benefits ABDC may bestow, or inference from conduct. (b) Notices. Notices must be in writing and delivered in person or by certified mail to the address on the Signature Page to Customer or to ABDC, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087-5594, Attn: Senior Vice President, Retail Sales & Marketing, with a copy to AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087-5594, Attn: General Counsel. Either party may change its address for subsequent notices. (c) Interpretation. This License is the entire agreement between the parties related to use of Marks and supersedes prior oral or written agreements by the parties that relate to its subject matter. The successful party in any legal action may recover all costs, including reasonable attorneys' fees. Pennsylvania law will govern this License without reference to conflict of law’s provisions. Any waiver or delay in enforcing this License will not deprive a party of the right to act at another time or due to another breach. All provisions are severable. Customer will promptly notify ABDC of changes in ownership, name, business form (e.g., sole proprietorship, partner hip or corporation), or state of incorporation or formation, or any intent to sell, close, move or modify its operations. Any sale or transfer of the business of Customer, in whole or in part, or sale of25% or more of Customer's assets or equity, allows ABDC to immediately terminate this License. This License inures to the benefit of and binds heirs, successors and assigns of each party. All obligations, the context of which shows the parties intended it to survive, will remain in effect after the Term. Captions are intended for convenience of reference only. "Including" means "including but not limited to." The parties may not modify this License other than by a subsequent writing signed by each party. This License will be interpreted as if written jointly by the parties. SMJ/Good Neighbor Pharmacy Voluntary License 10/26/2010
Ready for a break from the big national chains? Get to know Old Gretna Pharmacy, your local Good Neighbor Pharmacy. Established in 2012, we’re committed to the Gretna community and the local economy. Plus, our collective purchasing power allows us to offer extremely competitive prices on the prescriptions and other products you use every day. So give us a try, and discover how much better you can feel when a good neighbor cares for you.