This Group Purchasing Program Membership Agreement (this “Agreement”) is entered into by and between Afaxys GPO Services, a division of Afaxys, Inc. (“Afaxys GPO Services”) and the undersigned entity (“Member”) as of the date set forth above (the “Effective Date”). Afaxys GPO Services and Member will each be referred to individually herein as a “Party” and together as the “Parties.”
Whereas,
one of the purposes of Afaxys GPO Services is to support the mission of health care providers and their ability to serve their clients with a broad range of affordable, high quality products and services including products manufactured and/or distributed by Afaxys, Inc.’s pharmaceutical division (the “Mission”);
Whereas,
Afaxys GPO Services negotiates prices and terms for the purchase of necessary and appropriate products and services by those entities that choose, by executing this Agreement, to designate Afaxys GPO Services as their group purchasing organization (“Members”); and
Whereas, Member desires to retain Afaxys GPO Services as a group purchasing organization as of the Effective Date in accordance with the terms of this Agreement.
Now, therefore,
the Parties hereby agree as follows:
1. MEMBERSHIP
Afaxys GPO Services shall furnish group purchasing
organization services to Member, including, for example, assessing the needs of Members and their patients,
identifying quality products, preparing requests for proposals, analyzing
responsive bids and negotiating Supplier Contract terms on behalf of the
Members (the “Program”). Subject to
the terms and conditions of this Agreement, Member hereby engages Afaxys GPO
Services as its group purchasing organization (“GPO”) to negotiate and enter into (i) purchase agreements with
vendors, including manufacturers, distributors, or other third parties (“Suppliers”),
and (ii) GPO participation agreements (collectively, such agreements are “Supplier Contracts”). For purposes of this Agreement, (i)
the term “Supplier” shall also mean and include any supplier of a GPO with
which Afaxys GPO Services has entered into a
Supplier Contract in the form of a participation agreement on behalf of Member
as authorized above, and (ii) the term “Supplier Contract” shall also mean and
include a Supplier’s Supplier Contract with such other GPO.
Afaxys GPO Services
shall negotiate and enter into Supplier Contracts on behalf of Member, pursuant
to which Member on a non-exclusive basis (i) may purchase products and services
available under those Supplier Contracts for use by Member, and/or (ii)
participate in other GPOs or arrangements under which Member may be able to
gain access to services or purchase products and services from Suppliers with
which Afaxys GPO Services does not have Supplier Contracts. Member hereby authorizes Afaxys GPO Services,
as the authorized agent for Member and in its name, to: (i) negotiate the terms of and enter into Supplier
Contracts, and to cancel, amend or modify any Supplier Contracts as it deems
necessary, advisable or appropriate; (ii) receive from Suppliers, third party organizations
including other GPOs, distributors, and e-commerce companies, data relating to
purchases of products and services under Supplier Contracts by Member and (iii)
share in any administrative and other fees arising from any purchases made by
Member pursuant to any Supplier Contract. With the exception of a contractual
relationship that Member may have had with a Supplier and disclosed to Afaxys
GPO Services in writing prior to the Effective Date of this Agreement, Member
shall not enter into direct contractual agreements or other relationships with
Suppliers, other than a local supplement or other ancillary agreement to
support a Supplier Contract in which Afaxys GPO Services has a Supplier
Contract without the prior written approval of Afaxys GPO Services.
(a) Disclosure.
Afaxys GPO Services
and Afaxys Pharmaceuticals are business divisions of Afaxys, Inc. Afaxys GPO
Services offers products in the Program that are marketed and distributed by
Afaxys Pharmaceuticals. Member
acknowledges that Afaxys GPO Services has advised Member that participation in
the Program is in no way conditioned upon, or creates any commitment or
requirement for Member to purchase any Afaxys Pharmaceuticals products, or in
any way, restricts Member from purchasing products from a Supplier that may
offer products which compete with those distributed by Afaxys Pharmaceuticals.