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INDEMNITY AGREEMENT <br /> BETWEEN THE CITY OF EVERETT <br /> AND CAREMARK CVS <br /> This Indemnity Agreement (this "Indemnity Agreement") is by and between the <br /> City of Everett, a Washington municipal corporation ("City") and CaremarkPCS Health, <br /> L.L.C., a Delaware limited liability company ("CAREMARK/CVS"). This Indemnity <br /> Agreement is dated October 9, 2020, for reference purposes. <br /> RECITALS <br /> A. The Managed Services Agreement(the"Agreement") between the City and <br /> CAREMARKJCVS includes information that CAREMARK/CVS considers <br /> confidential,trade secret information (the"trade secret information"). <br /> B. The Agreement requires the City to treat that trade secret information as <br /> confidential information and to notify Caremark/CVS if the City receives a <br /> request for the Agreement or any trade secret information. <br /> C. The Agreement is a public record under the Washington Public Records Act. <br /> D. The Agreement allows the City to disclose any information in the Agreement <br /> if required to do so by law. <br /> E. The City has received a public records request under the Washington Public <br /> Records Act for the Agreement and has notified CAREMARK/CVS. <br /> F. CAREMARK/CVS has provided the City information to demonstrate that the <br /> information may qualify as a trade secret under applicable law. <br /> G. CAREMARKJCVS has asked the City to redact all trade secret information <br /> before it discloses the Agreement. <br /> AGREEMENT <br /> NOW, THEREFORE, in consideration of the promises and of the mutual <br /> agreements, covenants, representations and warranties hereinafter contained, and for <br /> other good and valuable consideration, the receipt and sufficiency of which is hereby <br /> acknowledged,the parties hereto hereby agree as follows: <br /> 1. Redaction of Trade Secret Information. The City will redact all trade <br /> secret information that CAREMARK/CVS has identified in writing before the City <br /> discloses the Agreement. <br /> 2. Indemnification by CAREMARK/CVS. CAREMARK/CVS will hold <br /> harmless and indemnify the City from any and all claims, litigation, liability, penalties <br /> and losses arising from or relating to the City's redaction of the trade secret information. <br /> This indemnity and hold harmless includes without limitation indemnity if the City is <br /> sued pursuant to the Public Records Act for redacting the trade secret information and <br />