Terms and Conditions

Group Purchasing Plan Agreement

Carepoint operates a group purchasing program (the “Program”) in which Participants may purchase products from participating vendors at discounted prices. Participant desires access to the Program pursuant to the terms and conditions of this Agreement.

1. Participation in the Program. Participant agrees to program participation and understands and agrees that the participating vendors and available products may change from time to time. Participant shall place orders for products with and make payments to the participating vendors.
2. Compensation to Carepoint. Participant understands and acknowledges that as compensation for operating and maintaining the Program, Carepoint shall receive compensation in an amount of three percent (3%) or less of the purchase price of the products provided by such participating vendors. On an annual basis, Carepoint shall provide written disclosure to Participant as to the amount of such compensation received by Carepoint from each participating vendor during the prior year with respect to purchases made by Participant.
3. Authorization for Velocity / Connection Reports and Price Activation. By signing below you are hereby authorizing Carepoint to obtain from your suppliers/distributors velocity reports and, contract connection reports. You are also authorizing Carepoint, as your agent, designate Premier/Carepoint as your primary GPO, and to Price Activate contracts for the products you are currently using or contracts, you shall use in the future, where applicable.
4. Term and Termination. The term of this Agreement shall commence on the date first written below and continue indefinitely. However, either party may terminate this Agreement at any time, for any reason or no reason, upon sixty (60) days prior written notice to the other party. Provided, that, in the event of such termination, each party shall continue to be responsible for its obligations hereunder through the effective date of termination.

Confidential Disclosure Agreement

Carepoint and Participant agree that they may participate in certain meetings. It is contemplated that in the course of such meetings, Carepoint and Participant will have access to certain confidential information and that such information constitutes valuable, special, and unique property of Carepoint or Participant. In consideration of the mutual benefits derived or that may be derived by each party as the result of attendance at such meetings, Carepoint and Participant hereby agree, covenant and warrant as follows:

1. Carepoint and Participant:
   1. Recognize and acknowledge that they will have access to certain confidential information including, but not limited to, Carepoint and Participant business operations, customer relationships, financing, pricing, and marketing data, and that such information constitutes valuable, special, and unique property of Carepoint or Participant.
   2. Agree to maintain the confidentiality of the Program and all Program materials, including, but not limited to, price information, contract terms, and vendor lists, that they will not, for any reason or purpose whatsoever, disclose any such confidential information to any party external to Carepoint and Participant without the expressed authorization of Carepoint or Participant to do so. This obligation shall survive termination of this Agreement. Upon such termination, Participant shall promptly return all Program materials to Carepoint.
2. Carepoint and Participant further agree that it will not make use of, either directly or indirectly, for the benefit of any third party any such information in a manner that would be detrimental to Carepoint or the Participant or its subsidiaries or affiliates.
3. Carepoint and Participant acknowledge that the restrictions contained in paragraphs 1 and 2 hereof are necessary and important.
4. Paragraphs 1 and 2 of this Statement shall be effective to the full extent permitted by law. Applicable Law. This Agreement shall be governed by Utah law.