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HomeMy WebLinkAbout02-1346 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW RITE AID CORPORATION, Plaintiff, No. O~ ~l31.{0 vs. PREMIUM RETAIL SERVICES, INC. 707- 'Sfir,.f. ~",~~dWh< : &rk.. l;J,o / t/ C,kskr.{;f.ld f").ssouri ~300S-1 3T PRAECIPE FOR WRIT OF SUMMONS To the Prothonotary: Kindly issue a writ of summons in the above-captioned action. ~ Steve D. Shadowen, I.D. No. 41953 Monica L. Rebuck, I.D. No. 78225 Attorneys for Plaintiff Rite Aid Corporation SCHNADER HARRISON SEGAL & LEWIS LLP 30 North Third Street, Suite 700 Harrisburg, P A 17101 (717) 231-4000 Dated: March 19, 2002 HBDA TA:6969 vi 03/19/2002 02:07 PM Q w -U -=? 0 s::. --1 ~ ~ ~ :3 -\--... ,... cP (l:. >= b - --=> "3 ~ -. -, , ~ 0 -+- /c) --- ~ ~ 'Jl ~ p - . ""'\ - ~ C/) ('::> \;' J> ~. ~ ~5, ~ Ot~ ......... -:? ~ "- <- I' W '" . --L:::.. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA CIVIL ACTION - LAW RITE AID CORPORATION, Plaintiff, No.()~ /. / 34''=' vs. PREMIUM RETAIL SERVICES, INC. Defendant. WRIT OF SUMMONS To: Premium Retail Services, Inc. You are hereby notified that Rite Aid Corporation has commenced an action against you. 1i/(1 ~ J{ ;/~ Prothonotary Cumberland County B~~ Deputy , Dated: March ~ 2002 HBDATA:6969 vI 03/19/2002 02:14PM ~ ~ ~ I (') b> c a ~ ~ ':;;;:>0- f"0 () <!I -uit ::JJ: -Tl ......... nlrr' . d ~7-' ::0 ~ 8 , " J-:) O? 6)~- vJ 0'-/ ~ ~i::: '.D a ~ <;;}... cA ~~ -T; ~ ~ ::t:::> ~ vi} OQ -::i= ... (' S-'.:> '-.i- >- =<! ~ ....., ~ ~ Steve D. Shadowen (1.D. No. 41953) Monica L. Rebuck (1.D. No. 78225) SCHNADER HARRISON SEGAL & LEWIS LLP Suite 700, 30 North Third Street Harrisburg, Pennsylvania 1710 1-1713 Telephone: (717) 231-4000 Fax: (717) 231-4012 Attorneys for Plaintiff Rite Aid Corporation RITE AID CORPORATION, Plaintiff, COURT OF COMMON PLEAS OF CUMBERLAND COUNTY v. CNIL ACTION - LAW PREMIUM RETAIL SERVICES, INC, NO. 02-1346 Defendant. NOTICE TO DEFEND You have been sued in court, If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you, You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HA VB A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP, Cumberland County Bar Association 2 Liberty Avenue Carlisle, P A 17013 (717) 249-3166 HBDATA:7065 vI Steve D. Shadowen (1.D. No. 41953) Monica L. Rebuck (1.D. No. 78225) SCHNADER HARRISON SEGAL & LEWIS LLP Suite 700, 30 North Third Street Harrisburg, Pennsylvania 1710 1-1713 Telephone: (717) 231-4000 Fax: (717) 231-4012 Attorneys for Plaintiff Rite Aid Corporation RITE AID CORPORATION, Plaintiff, COURT OF COMMON PLEAS OF CUMBERLAND COUNTY v. CIVIL ACTION - LAW PREMIUM RETAIL SERVICES, INC. NO. 02-1346 Defendant. COMPLAINT Plaintiff Rite Aid Corporation brings this civil action against defendant Premium Retail Services, Inc. and avers as follows: PARTIES 1, Plaintiff Rite Aid Corporation ("Rite Aid") is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. Rite Aid's affiliates own and operate retail outlets that sell pharmaceutical and other products to the public through approximately 3,800 stores. 2. Defendant Premium Retail Services, Inc. ("Premium Retail") is a corporation organized and existing under the laws ofthe State of Missouri and with a principal place of business in Chesterfield, Missouri. - 2 - HBDATA:7065 vI FACTUAL BACKGROUND 3. In or around September 2001, Rite Aid entered into a contract with Premium Retail whereby Premium Retail agreed to install and reset cigarette fixture displays in approximately 3,200 Rite Aid stores (the "Contract"). A copy of the Contract is attached hereto as Exhibit A. 4, Premium Retail agreed to, inter alia, install fixtures provided by Rite Aid, set product provided by Rite Aid in the installed fixtures, set product in the area under the counter opposing the fixture, and apply shelf tags to the devices on the fixtures that push the individual cigarette packs forward. 5. Premium Retail also agreed to call stores 24 to 48 hours before the scheduled reset date to confirm that the stores received fixtures and tags. Any problems were to be reported to Rite Aid by Premium Retail prior to the scheduled reset date. 6. Rite Aid agreed to have the product removed from the existing fixtures. 7. The parties agreed that Rite Aid would pay Premium Retail a fixed fee of between $215 and $350 per store, depending on the size of the fixtures being installed and reset. The parties also agreed that Rite Aid would pay Premium Retail an additional $25 per hour, but only for additional time spent addressing issues beyond Premium Retail's control or performing services beyond the scope of their duties under the Contract. 8. The reset was scheduled to take place over the six-week period from on or about September 26,2001 through November 3,2001. 9, The Contract provides that: "[I]n the event of any material failure by Premium to perform the Services as required hereunder in regard to any specific store, Rite Aid may withhold payment, for such store only. Rite Aid shall, - 3 - HBDATA:7065 vI within two (2) weeks of completion of the Services by Premium which are subject to objection and subsequent invoicing of said services at the intervals described in this paragraph, provide in writing specific details of the alleged failure and the store identification; whereupon, Premium shall have two (2) weeks from receipt of such notice to correct such failure. Upon Premium's cure of the failure to Rite Aid's reasonable satisfaction as provided herein, Rite Aid shall make payment as provided in this Agreement." 10. On a daily basis, Rite Aid reported any problems that it encountered with the services provided by Premium Retail through telephone conversations as well as in written format through a website. Premium Retail was given access to this web site and used it to communicate with Rite Aid regarding the purported resolution of problems. 11. Problems that Rite Aid encountered and timely reported included, but were not limited to, the following: a. Failure to appear at stores on scheduled dates; b. Failure to perform the under-the-counter work; c. Misplaced labels; d, Unfinished work; e. Failure to completely install fixtures; and f. Failure to set product according to the agreed-upon plan. 12, The last reset performed by Premium Retail did not take place until in or around January 2002. 13. On or about December 19, 2001, Rite Aid representatives met with Premium Retail representatives to discuss resolution of the problems reported by Rite Aid. At that meeting, Premium Retail agreed that, if Rite Aid would compile and submit a comprehensive list of problems, Premium Retail would fix the problems reported by Rite Aid. -4- HBDATA:7065 vI Rite Aid compiled a comprehensive list of outstanding problems and submitted it to Premium Retail on or about December 21, 2001. 14. Despite having acknowledged and agreed to remedy the problems, Premium Retail did not correct the problems reported by Rite Aid. 15. Rite Aid was required to expend significant resources in remedying the defects that Premium Retail failed to correct. 16. In addition, Premium Retail sent numerous invoices to Rite Aid seeking payment at a rate of $25 per hour for purported additional work. These fees are not properly reimbursable under the Contract because the purported additional work was not the result of any issues beyond Premium Retail's control or any failure by Rite Aid to perform its obligations under the Contract but were, rather, the result of poor performance by Premium Retail. 17. To date, Rite Aid has paid Premium Retail $978,324,89 under the Contract. 18. On or about March 26, 2002, counsel for Premium Retail faxed to Rite Aid a letter claiming that Rite Aid is in default of the Contract for failing to pay an additional $213,761.25 that Premium claims is owed by Rite Aid. 19. The letter threatens the initiation oflitigation "in the event Premium has not received payment of the foregoing amount [and certain information] within ten (10) days of [Rite Aid's] receipt ofthis letter." 20. Because of material failures on the part of Premium Retail, Rite Aid is not obligated to pay the amounts that Premium Retail claims are owed. - 5- HBDATA:7065 vI COUNT II - BREACH OF CONTRACT 21, Rite Aid realleges and incorporates herein by reference the averments of Paragraphs 1 through 20 of this Complaint. 22. The Contract between Rite Aid and Premium Retail obligates Premium Retail to perform specific reset and installation services for Rite Aid. 23. Premium Retail has failed to perform the specified reset and installation services and is in breach of contract. 24. Rite Aid has suffered damages, including incidental damages, consequential damages, and lost sales, as a direct and proximate cause of Premium Retail's breach of contract. WHEREFORE, Rite Aid demands judgment from Premium Retail in an amount to be proved at trial, plus interest and costs, including reasonable attorney's fees, and all other relief the Court deems just and proper. COUNT I-DECLARATORY JUDGMENT 25. Rite Aid realleges and incorporates herein by reference the averments of Paragraphs 1 through 24 ofthis Complaint. 26. The averments set forth above demonstrate that Rite Aid and Premium Retail are involved in an actual, justiciable controversy that will result in imminent and inevitable litigation. 27. The declarations sought by Rite Aid will be a practical help in ending this controversy. - 6 - HBDATA:7065 vI WHEREFORE, Rite Aid Corporation respectfully prays for an Order declaring that Rite Aid has not breached its Contract with Premium Retail and does not owe it any amounts under the Contract, and awarding such supplemental relief as the Court may deem just and appropriate. JURY DEMAND Rite Aid demands trial by jury on all claims for which there is a right to a jury trial. Respectfully submitted, ~/a/ Steve D. Shadowen Monica L. Rebuck SCHNADER HARRISON SEGAL & LEWIS LLP Suite 700, 30 North Third Street Harrisburg, Pennsylvania 17101-1713 Telephone: (717) 231-4000 Fax: (717)231-4012 Attorneys for Plaintiff Rite Aid Corporation Dated: April 11, 2002 - 7 - HBDATA:7065 vI VERIFICATION 1, Mary Ellen Mitchell, acknowledge that I am a Category Manllger at Rite Aid Corporati9n. the plaintiff in this action; that 1 have read tbe foregoing Complaint; and that the statements made therein ate tnle and correct to the best of my knowledge, information and belief. I Ullderstand that any false statements herein are made Sllbject to the penalties of 18 Pa. C,S. 9 4904. relating to unsworn falsificatioll to authorities. --- '-......., Dated: April 11, 2002 HlilDATA,11165vi Exhibit A " .. , , , ~./Jr't. (k1 (f~ C#'{~ ~ MERCHANDISING SERVICE AGREEMENT Between PREMIUM RETAIL SERVICES, INC. and RITE AID CORPORATION September _, 2001 ~@(P)W (F:lwddmslmatlcngnI0009S 132,DOC 3) " o Oyerview: In support of the new cigarette fixture program being implemented at Rite Aid, Premium Retail Services in conjunction with Source Information Management Company, Display division, will perform the installation and reset. This will include both RA.I and regular store configurations. Schedule will be set to best utilize the resources of both companies, meeting time requirements and performance objectives o Merchandising Plan: o Retailer and # of stores: Rite Aid Corporation - approximately 3000 stores o Number of Cycles: One o Execution Window: TBD o Merchandiser Action Items v' Check in with store management, explain purpose of call, locate fixtures and lor reset materials (Note: according to the program's plan, all space is to be cleared in advance of the Premium Representative's arrival at each store) ./ Unpack fixtures, check for damage. v' Place cigarette product labels on all shelving. v' Place shelving and header units per schematic. v' Place POP materials per schematic. v' Place cigarette product to schematic. v' Clean up work area and fill out call report form. v' Review store visit with Store Manager or Department Manager as appropriate and report actions taken. o Reporting: v' Interactive Voice Response (IVR). v' Summary reports to be delivered one week after execution window o Project Assumptions: CLIENT will provide Premium with proper authorization to handle and access CLIENT'S product at stores being served, as well as specific authorization for any off-shelf display locations. CLIENT will provide Merchandisers with the item number, display instructions, and any POP materials required for this project. All materials/information required for the project(s) must be received sufficiently in advance to meet the project start date. Delays in lead-time resulting in additional costs (i.e.: additional costs for printing, postage, mailing, expedited shipping) will be paid by CLIENT. CLIENT will provide an acceptable electronic store list, a signed letter of agreement, and all instructions. {F:lwddms\mat\cngnI00080412,DOC) , o Investment: 01' Installation rate per store Merchandiser in store labor included based on the Merchandiser action items listed on the preceding page. Merchandiser store access time and mileage is included. Program Administrator time, standard reporting is included, Per store fee 16ft fixture placement and reset ""- $350.00 12ft fixture placement and reset $295.00 lOft fixture placement and reset $250.00 8 ft fixture placement and reset $215.00 Shipping of tags Cost + 15% a Other fees - if applicable: Fee Tvne Amount and Basis Annlicable Criteria Reschedule Fee $5.00 per store Applies if it becomes necessary to reschedule stores in advance the scheduled day. Store Not Ready Fee $100.00 per store Applies if - upon our arrival at the scheduled store - store conditions prevent us from proceeding with the installation / set (such as fixtures not being at the store). Cancellation Fee $5.00 per store Applies to all stores cancelled prior to our arrival at the store. Store Revisit / Delay or $25.00 per hour Applies if there is a need to revisit any store for issues Other Services beyond our control, if we are delayed at store by something out of our control or ifthere are other services required of us in-store such as clearin. space, Pre Call Fee NA Applies if the client asks that stores be called in advance for anv reason. a Payment: Upon completion of25%, 50% and 75% of the stores payment is due for those stores upon receipt of the invoice, A fmal reconciled invoice will be generated at the end of the program execution window for the balance of the stores - net payment due in 40 days. a Contract Validation: Contract must be executed by Ju~ 6th, 2QQj in order to proceed with this project and pricing contained in this agreement. ~ 51! r+;) So }oo 1 (F:lwddmslmal\cngnI00080412,DOC) 2 .' " . . '. o Independent Contractor Premium and (Rite Aid) are and shall remain independent contractors, and none of the provisions hereof shall be construed to create a partnership or joint venture between the parties. Each Party shall be and remain solely responsible for wages, hours, taxes, tax withholdingS, and all other conditions of employment of its own personnel during the teffil of this Agreement. Nothing contained herein shall be construed as implying that employees of either Party are employees of the other Party for any purpose whatsoever, including, without limitation, participation in the benefits or privileges given or extended by such other Party to its employees. No right or authority is granted to either Party to assume or to create any obligation or responsibility, expressed or implied, on behalf of or in the name of the other Party. o Indemnification: Each Party shall indemnify, defend and hold hannless the other Party and its affiliates from and against any and all claims, liabilities, demands, suits, losses, damages, costs and expenses, including attorney's fees, arising from or out of personal injury (including death) to any person or damage to or loss of any property to the extent caused by the indemnifying Party's breach of this Agreement or by the willful or negligent acts or omissions of the indemnifying Party, its agents, employees, or contractors, except that such Party's indemnity and hold haffilless agreements herein shall not apply if such Party's failure to perfoffil is caused solely by the wrongful or negligent acts of the other Party. The Parties agree that neither Party shall be liable for special, indirect, incidental, or consequential damages, including lost profits, for breach of this Agreement, even if such Party has previously been advised of the possibility of such damages. Premium's liability to indemnify Rite Aid hereunder shall be limited to the amount of compensation paid to Premium by Rite Aid under this Agreement. o Choice of Law: This Agreement shall be construed for all purposes in accordance with the internal laws ofthe State of Missouri without regard to its conflicts of laws provisions, and any controversy or claim related to this Agreement shall be brought in the federal or state courts in Missouri. o Entire Agreement and Modification: This Agreement, including the Exhibits hereto, constitutes the sole and entire agreement between the Parties. This Agreement may only be modified in writing and signed by a duly authorized officer of each Party. o Notice: All notices and other communications required or submitted under this Agreement shall be made in writing and shall be hand delivered, sent by facsimile transmission, sent by registered or certified first class mail postage prepaid, or sent by prepaid overnight courier, and shall be effective upon delivery ifhand delivered or sent by facsimile transmission, three (3) days after mailing if mailed, or one (I) business day after delivery to the courier if sent by overnight courier, at the address first above written, of each Party, which may be changed at any time by like notice: if to Premium, to the attention of the designated Project Director with a copy to Brian Travers; if to Rite Aid, to the attention of Mary Mitchell. (F:lwddms\mat\cngnI00080412,DOC) 3 ( o Successors and Assigns: This Agreement shall not be assignable by either Party without the written consent of the other Party, but if either Party shall merge or consolidate with or into, or transfer all or substantially all of its assets to another corporation or other form of business organization, then this Agreement shall be assignable to, and inure to the benefit of and be binding upon, the successor of the Party resulting from such merger, consolidation or transfer without the other Party's consent. o Force Majeure: Neither Party shall be responsible for any delay or failure of performance hereunder resulting either from acts or omissions beyond such Party's control, including but not limited to acts of God or of a public enemy, acts of any federal or state government agency in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, electrical power failures, unusually severe weather, war, riots, embargoes, strikes, shortages of labor or materials, accident or casualty, unavailability of data transmission instrumentalities, and all other occurrences recognized under the legal principle of Force Majeure, o Waiver: The failure ofa party to require the performance of any term of this Agreement or the waiver by a party of any breach of this Agreement shall not prevent a subsequent enforcement of such terms nor be deemed a waiver of any subsequent breach. o Confidentiality: In connection with the performance by each Party ofits obligations under this Agreement, the Parties will exchange certain proprietary and confidential information (collectively "Confidential Information"), including without limitation, procedural documentation, customer lists, pricing strategies, and company financial records, regarding a Party or the business ofa Party. The Parties acknowledge that all Confidential Information disclosed by either Party to the other Party, or which comes to the attention of one of the Parties, its employees, officers, and agents, constitutes a valuable asset. Therefore, the Parties agree to hold such Confidential Information in confidence and shall not, except in the performance of the duties under this Agreement or with the express prior written consent of the other Party, disclose or permit access to any such information to any person, firm or corporation other than persons, firms or corporations authorized by that Party, and the Parties shall cause their officers, employees, agents, and representatives to take such action as shall be necessary or advisable to preserve and protect the confidentiality of such information, The Parties' obligations under this Section shall not apply to information supplied that: (i) is or becomes available to the public through no wrongful act of the receiving Party; (ii) is known to the receivingParty prior to the receipt thereof from the disclosing Party; (iii) is received from a third party without restriction; (iv) is disclosed pursuant to a requirement or request of a government agency; or (v) is independently developed by the receiving Party, without using information of the disclosing Party. Within thirty (30) days of its receipt of written request from the disclosing Party therefore, the receiving Party shall return to the disclosing Party all of such Party's Confidential Information then in the receiving Party's possession. The obligations of the Parties under this Section will continue in full force and effect for a period offive (5) years after any termination or expiration of this Agreement. (F:lwddms\rnat\cngnI00080412,DOCI 4 "t . , . IJ Captions: The captions or headings used in this Agreement are for convenience only and are to be deemed irrelevant for purposes of construing this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement through their authorized representatives as of the day and year first above wrillen. PREMIUM RETAIL SERVICES, INC. By: ~~ 1Y?r Brian Travers, President RITE AID CORPORATION By: b( ,,~~ t'\!\"J f. bii",At (F:lwddms\matlcngnI00080412,DOC) 5 ADDENDUM TO SALES SERVICE AGREEMENT THIS ADDENDUM modifies that certain Sales Service Agreement to which this addendum is attached (tl1e "Agreement") by and between PREMIUM RETAIL SERVICES, INC. ("Premium") and RITE AID CORPORATION, a Delaware corporation ("Rite Aid" or "CLIENT") in the manner set forth herein and shall control in the event of any conflict or inconsistency witl1 tl1e Agreement. Premium's services are being provided in connection witl1 a program tl1at CLIENT has entered into with various cigarette vendors, which vendors have agreed to reimburse CLIENT tl1e costs incurred to install the fixtures used to merchandise cigarettes and other tobacco products. 1. Defined Terms. All defined terms used in the Agreement shall have tl1e same meaning when used in this Addendum, except as expressly set forth herein to tl1e contrary. 2. Execution Window. The schedule for commencement and completion of the fixture placement and resets shall be as mutually agreed to by tl1e parties, subject to the manufacturer's delivery of the fixtures within tl1e delivery window established by CLIENT. 3. Payment. The paragraph entitled "Payment" is hereby deleted in its entirety and replaced witl1 the following: "Project will be billed from IVR reports, a copy of which shall be provided to CLIENT, attention Mary Mitchell. Upon completion of 25%, 50% and 75% of tl1e stores, Premium shall invoice CLIENT for those stores. A fmal invoice will be due at the end of the program execution window for tl1e balance of the stores. Net payment is due 40 days from invoice dates. Notwithstanding anything in this Agreement to the contrary, in the event of any material failure by Premium to perform the Services as required hereunder in regard to any specific store, Rite Aid may withhold payment, for such store only, subject to the terms and conditions set forth in this paragraph. Rite Aid shall, within two (2) weeks of completion of tl1e Services by Premium which are subject to objection and 'subsequent invoicing of said services at the intervals described in this paragraph, provide in writing specific details of tl1e alleged failure and the ,store identification; whereupon, Premium shall have two (2) weeks from receipt of such notice to correct such failure. Upon Premium's cure of the failure to Rite Aid's reasonable satisfaction as provided herein, Rite Aid shall make payment as provided in this Agreement." 4. Contract Validation. The paragraph entitled "Contract Validation" is hereby deleted in its entirety. 5. Termination. CLIENT shall have the right, on fifteen (15) days' written notice to Premium, to terminate this Agreement in the event CLIENT is not satisfied witl1 Premium's service which notice shall specifically state, in detail, tl1e nature and extent of tl1e material breach, provided, however, that if the material breach as stated is corrected, and tl1e CLIENT is premium,retail.ADD,wpd so advised within fifteen (15) days of receipt of such notice, such notice shall be of no effect, and this Agreement shall continue as though no notice of termination had been given. In the event of such termination, CLIENT shall have no further obligation to Premium except for amounts'due as of the date of such termination. 6. Loss or Damage. Premium shall be solely and fully responsible for all actions (negligent, intentional, criminal or otherwise) in which there is documented evidence of its employees, agents and subcontractors while in, on or about CLIENT's stores. Premium agrees to reimburse CLIENT for any loss or damage to property of CLIENT caused in whole or in part by Premium or its employees, agents or subcontractors resulting from, arising out of, or connected with the services or operations of Premium rendered hereunder. Reimbursement will be in the amount of full replacement value of the property lost or damaged. The term "loss or darnage to property" will include but not be limited to theft of merchandise from CLIENT. 7. Insurance. Premium shall maintain at all times during the term of the Agreement, in full force and effect, a comprehensive general liability policy of insurance, with limits of at least Five Million Dollars ($5,000,000) with respect to personal injury and\or death in anyone occurrence and not less than One Million Dollars ($1,000,000) with respect to property damage, in a financially responsible insurance company or companies and shall name CLIENT as an additional insured. 8. Indemnification. The last sentence of the paragraph entitled "Indemnification" is hereby deleted in its entirety and replaced with the following: "The indemnification provisions shall survive termination of this Agreement." 9. Choice of Law. The choice oflaw paragraph is hereby deleted in its entirety. [THE REMAINDER OF THIS P AGE INTENTIONALLY LEFT BLANK] premium.retail.ADD.wpd .. 10. Notices. Any notices sent by facsimile transmission must also be sent by either mail or overnight courier to be effective. 11. Confidentiality. The obligations of the parties under the confidentiality paragraph shall continue in full force and effect for a period of two (2) years after any termination or expiration of the Agreement. The Agreement shall otherwise continue in full force and effect as written. IN WITNESS WHEREOF, the parties have executed this Addendum as of the date noted below. RITE AID CORPORATION PREMIUM RETAIL SERVICES, INC. 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