THE FUTURE

OF PHARMACY
T O D AY.

JOINT MARKETING AGREEMENT BETWEEN

America’s Pharmacy Source / MyFreePharmacy
and

This JOINT MARKETING AGREEMENT (hereinafter referred to as "Agreement") is entered into and
effective on ____________________ by and between __________________________________________
a __________________________________________with its principal office located at
_______________________________________________________________ (hereinafter referred to as
"Partner"), and America’s Pharmacy Source, LLC / MyFreePharmacy, LLC., both an Ohio limited liability
company with its principal office located at 947 West Waterloo Road, Akron, Ohio 44314
(hereinafter referred to as "APS / MFP").

WHEREAS, Partner and APS / MFP wish to market the pharmacy savings program services offered by
APS / MFP (the “Services”) to Partner’s clients (each of whom is sometimes hereinafter referred to as a
“Client”) and to the members of the Clients’ organizations; and

WHEREAS, APS / MFP wishes to compensate Partner for sales of the Services generated by marketing
campaigns directed to Clients’ members on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:

1. Responsibilities of APS / MFP

APS / MFP is a pharmacy services management company offering products and services, which includes,
but is not limited to, retail and home-delivery prescriptions, over-the-counter, diabetes medications,
pharmacy coaching services; and program is not an Insurance Product and that the participating
consumer is required to pay the entire cost of the prescription to the pharmacy at the point of sale

2. Responsibilities of Partner

With APS / MFP marketing support, Partner will offer and promote the Services to their Clients. Partner
agrees to approve marketing collateral on a timely basis and support the program through email / text
blasts and social media channels etc. Partner agrees to communicate marketing strategy and frequency

www.AmericasPharmacySource.com
of digital marketing at contract execution. APS / MFP and Partner shall jointly manage marketing
outreach efforts, including, but not limited to, which Clients will be targeted and how frequently. Each
of the marketing campaigns to be directed to the Client is hereinafter referred to as a “Unique
Marketing Campaign.”

3. Relationship of the Parties

The relationship of the parties to this Agreement shall be that of independent contractors and not
partners or employer/employee. Partner shall not be authorized hereunder to bind APS / MFP to any
contract for mobile health screening services or to vary the terms of any such contract.

4. Hold Harmless and Indemnification

Each party (the “Indemnifying Party”) to this Agreement agrees to indemnify and hold harmless the
other party (the “Indemnified Party”), and its officers, directors, agents and employees from and against
any claims, demands, suits, fines or judgments, including, but not limited to. attorney's fees, costs and
expenses incident thereto, which may be suffered by, assessed against, charged to or recoverable from
the Indemnified Party, and/or its officers, directors, agents or employees, by reason of or arising out of
the breach of this Agreement by the Indemnifying Party, or arising out of or in connection with any
negligent or intentional acts, errors or omissions of the Indemnifying Party, or its officers, directors,
agents or employees. This indemnification shall survive the termination of this Agreement.

5. Compensation to Partner

A. APS / MFP will pay to Partner a fee of ________________________________on the books at

end of the month.

B. Partner will not be responsible to APS / MFP for any loss with Marketing costs, as used in this
Agreement, which shall mean the cost of data processing, printing, inserting, postage, mailing
of letters and other marketing materials to Clients.

C. APS / MFP will provide a revenue compensation report to Partner for all revenues generated by
APS / MFP from Client. This report will be generated quarterly on the 30th day following the
final business day of the previous calendar quarter.

D. At its expense, Partner or its representatives shall have the right to audit the records of APS /
MFP at APS / MFP’ offices with respect to matters in connection with this Agreement. Any such
audit will be made upon proper thirty-day prior written notice and will be conducted during
normal business hours.

6. Term of this Agreement

This Agreement will be effective for a period of one (1) years unless sooner terminated by either party
upon thirty (30) days’ advance written notice to the other party. Following the initial three-year term,
the term of this Agreement shall renew for successive one (1) year periods, unless either party gives the

www.AmericasPharmacySource.com
other party written notice of its intention not to renew the term, which notice shall be given at least
thirty (30) days prior to the expiration of the initial or renewal term, as the case may be. If this Agree-
ment is terminated by either party, all payments due Partner that have been generated by APS / MFP
providing Services to Clients prior to termination and for a period of three (3) months thereafter will be
paid in full. During the term of this Agreement and for a period of one (1) year following a termination
of this Agreement, Partner agrees not to market or promote to its Clients pharmacy savings program
similar to APS / MFP offered by any person or entity other than APS / MFP

7. Representations and Warranties of APS / MFP

APS / MFP represents and warrants as follows:

A. APS / MFP has the corporate and/or other legal capacity, authority and power to execute, deliver
and fully perform its obligations under this Agreement and any other document relating hereto
to which it is a party, and has taken all necessary action to authorize such execution, delivery and
performance.

B. The execution, delivery and performance of this Agreement by APS / MFP does not violate or
conflict with any law applicable to it, any provision of its organizational documents, any order or
judgment of any court or other agency of government applicable to it or any of its assets or any
contractual restriction binding on or affecting any of its assets.

C. APS / MFP' obligations under this Agreement and any other document relating hereto, to which it
is a party, constitute its legal, valid and binding obligations, enforceable in accordance with their
respective terms.

8. Representations and Warranties of Partner

Partner represents and warrants as follows:

A. Partner has the corporate and/or other legal capacity, authority and power to execute, deliver
and fully perform its obligations under this Agreement and any other document relating hereto
to which it is a party and has take all necessary action to authorize such execution, delivery and
performance.

B. The execution, delivery and performance of this Agreement by Partner does not violate or
conflict with any law applicable to it, any provision of its organizational documents, any order or
judgment of any court or other agency of government applicable to it or any of its assets or any
contractual restrictions binding on or affecting any of its assets.

C. Partner's obligations under this Agreement and any other document relating hereto to which it is
a party, constitute its legal, valid a binding obligations, enforceable in accordance with their
respective terms.

www.AmericasPharmacySource.com
9. Privacy; Compliance

APS / MFP agrees to protect and keep confidential all nonpublic personal and health information
about or pertaining to any purchaser of Services obtained in connection with this Agreement unless
such purchaser has provided consent to disclose such information. APS / MFP shall collect, use, and
disclose such nonpublic personal and health information only in accordance with the terms of this
Agreement and for the purpose of performing its obligations under this Agreement. Notwithstanding
any other provision of this Agreement, APS / MFP, with respect to their use of nonpublic personal and
health information, shall comply with applicable U.S. federal and state privacy laws, rules and regula-
tions. APS / MFP agrees to require that any third party vendors and physicians utilized in providing the
Services have agreed to comply with applicable federal and state privacy laws and are, to the best
knowledge of APS / MFP, in compliance with such laws.

10. Confidentiality

The terms of this Agreement are strictly confidential and shall not be disclosed by either party without
the prior express, written approval of the other party, which shall not be unreasonably withheld or
delayed. The provisions of this Section 10 will survive termination of this Agreement and will continue
for two (2) years from the termination date of this Agreement or such longer period as required by law.

11. Assignment and Transfer

This Agreement or any duties described herein may not be assigned or transferred by either party
without the prior written consent of the other. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, representatives, and assigns.

12. Amendment

This Agreement may be amended from time to time upon the written agreement of both parties.

13. Notices

All notices required hereunder shall be in writing and addressed to the parties at the following respec-
tive addresses, or to such other address as either party may hereafter specify to the other party in
writing:

To: APS / MFP To: ___________________________________

General Counsel _______________________________________
America’s Pharmacy Source, LLC _______________________________________
947 W. Waterloo Road _______________________________________
Akron, Ohio 44314 _______________________________________

and either hand delivered or transmitted by registered U.S. mail with return receipt requested.

www.AmericasPharmacySource.com
14. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto. All amendments and/or
modifications shall be in writing and signed by the parties.

15. Governing Law

The validity, construction, enforcement and effect of this Agreement shall be governed by the laws of
the state of Ohio

16. Mediation and Arbitration

Any controversy, claim, or breach arising out of or related to this Agreement or the services, payments,
or other terms or matters governed by this Agreement shall first be submitted to mediation in accor-
dance with the Commercial Rules of the American Arbitration Association (AAA) or in accordance with
any private mediation procedure to which the parties mutually agree. If the parties are unable to
resolve the dispute through mediation, or if a party does not respond to a written request for media-
tion within fourteen (14) days after the date of the request, then the dispute shall be settled by arbitra-
tion. Either party may initiate arbitration by filing a demand for arbitration. The arbitration shall be
handled in accordance with the Commercial Rules of the AAA in effect at the time such controversy,
claim or breach is submitted to arbitration, or in accordance with any private arbitration arrangement
to which the parties mutually agree. In either event, unless the parties otherwise mutually agree, a
single arbitrator shall be selected, and the arbitration shall be held in Cleveland, Ohio. The award of the
arbitrator will be final, binding and non-appealable. Judgment on the award may be entered in any
court, state or federal, having jurisdiction. The cost of any arbitration, including the fees and expenses
of the arbitrators, will be paid equally by the parties. Each party is responsible for all of its attorney’s
fees, costs and other expenses related to the mediation and arbitration. If either party is seeking
specific performance or injunctive relief, the parties agree and acknowledge that money damages may
not be an adequate remedy for a such a claim and agree that either party, in its sole discretion, may
apply to a court for specific performance and/or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement. In the event of such a court proceeding, all issues shall
be raised and resolved in such proceeding, and the following Forum Selection clause shall apply.

17. Forum Selection

The parties agree that any action brought by either party shall be brought in the United States District
Court for the Northern District of Ohio or the Common Pleas Court of Cuyahoga County, Ohio and the
parties hereby consent to the jurisdiction of such courts and waive all issues relating to jurisdiction
(personal and subject matter) and venue.

www.AmericasPharmacySource.com
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective duly
authorized officers.

America’s Pharmacy Source, LLC / MyFREEPharmacy

By: ___________________________________________________________
Name: Douglas D. Behrens
Title: CEO / Founder
Date: __________________________________

______________________________________________________________
By: ___________________________________________________________
Name: ________________________________________________________
Title: __________________________________________________________
Date: __________________________________

www.AmericasPharmacySource.com