Terms & Conditions

Participating Member agrees that in addition to the terms and conditions contained in this Agreement, it shall also comply with all SourceClub policies established and in effect from time to time. Participating Member agrees that in the event of a conflict between any of the terms of this Agreement and any such policy, the terms of the policy shall control.

Participating Member will use SourceClub, LLC as its primary or secondary group purchasing organization.  Participating Member will use all products and supplies it purchases under group purchasing agreements of SourceClub and, if applicable, the Participating Member named on the first page of this agreement solely for its own operations and will not re-sell any such products or supplies

Participating Member (and Participating Member’s agents, employees and representatives) shall keep confidential SourceClub’s proprietary and confidential information and shall not disclose such information to any third parties other than SourceClub’s affiliates, or Participating Member’s employees with a need to know (who have been made aware of this provision by Participating Member and agree to comply with it). Such confidential information includes without limitation SourceClub’s plans, reports, proposals, agreements, organizational documents, clinical studies, software, pricing information, and contract catalogs (printed and electronic). Participating Member’s obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of Participating Member’s membership in SourceClub and for a period of five (5) years thereafter.

Subject to the confidentiality provisions contained herein and any third-party confidentiality obligations to which Participating Member is subject, Participating Member agrees to permit reasonable access to all data directly related to the purchasing of products and services by Participating Member, whether such purchases by Participating Member are made under SourceClub contracts or other vendor contracts (“Participating Member Data”). Participating Member grants to SourceClub and its affiliates a nonexclusive, royalty free, perpetual, irrevocable, worldwide, and sub-licensable right and license to aggregate, compile, decompile, manipulate, reproduce, modify, supplement, adapt, translate, create derivative works from, distribute, publish, disclose and otherwise use Participating Member Data: (i) to provide the SourceClub group purchasing program and other products and services provided, or that may in the future be provided, by SourceClub or any of its affiliates; (ii) to perform SourceClub’s obligations or to exercise its rights under this agreement; (iii) as part of products or services provided by SourceClub or any of its affiliates for Participating Member, including quality improvement initiatives, supply chain consulting services and data analytic services; and (iv) for any commercial purpose on a blinded and aggregated basis.

Participating Member will sign (or in the case of Multi-Facility Systems, will cause each of the facilities listed in Exhibit A to sign and return to SourceClub) the Participation Agreement. The signed original of the Participation Agreement should be returned to SourceClub as soon as possible and a copy retained by the Participating Member (and each facility in a Multi Facility System) for its records. Notwithstanding approval of Participating Member’s application to become a member in SourceClub, Participating Member (and in the case of Multi-Facility Systems, each facility listed in Exhibit A) will not have the right to participate in SourceClub’s group purchasing programs until the Participating Agreement has been signed and returned to SourceClub. Execution of the Participating Agreement is required for compliance with the regulatory safe harbor for group purchasing organizations under the Federal Medicare Anti-Fraud and Abuse Statute, codified at 42 C.F.R. § 1001.952(j).

In the event Participating Member is subject to applicable open records laws (such as a federal, state or municipal agency) which may require Participating Member to release confidential or proprietary information of SourceClub, Participating Member agrees to promptly notify SourceClub, as applicable, of any request under such laws for the release of such information. Further, Participating Member shall cooperate in good faith with SourceClub and use its best efforts to assist SourceClub in preventing the release of such information to the extent consistent with applicable law.

Participating Member represents and warrants that it (and its officers, directors and employees) are not listed by a federal or state agency as excluded, debarred, suspended or otherwise ineligible to participate in any federal and/or state programs. SourceClub may terminate Participating Member from participation in the Program immediately in the event at any point Participating Member is not in compliance with this representation and warranty. Termination is in addition to any other rights or remedies SourceClub may have at law or in equity.

Participating Member acknowledges that rebates or discounts it may receive from vendors as part of its participation in the SourceClub’s group purchasing program are, for purposes of 42 C.F.R. Section 1001.952(h), “discounts or other reductions in price” and Participating Member is required to disclose the specified dollar value of any such discounts or reductions in price under any state or federal program which provides cost or charge-based reimbursement to such Participating Members.

Participating Member acknowledges and agrees that by entering into this agreement the parties have not established, and do not intend to establish, a “business associate” relationship, as such term is defined under the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (“HIPAA”). Under no circumstances will SourceClub request from Participating Member, nor will Participating Member provide to SourceClub, “protected health information,” as such term is defined in HIPAA. For the avoidance of doubt, the Participating Member agrees that SourceClub is not engaging any supplier as its downstream business associate.

Participating Member represents and warrants that its execution and performance of this agreement does not conflict with or violate any other agreement or obligation to which Participating Member is subject or by which it is bound.  Participating Member acknowledges and agrees that SourceClub, its affiliates and their respective directors, officers, employees and agents will not be liable for the acts or omissions of SourceClub’s contracted suppliers, or for any representations or warranties made by such suppliers.  Participating Member confirms that all information supplied by Participating Member to SourceClub and is complete and accurate.  Participating Member authorizes SourceClub to individually activate group purchasing contracts on its behalf.

The initial term of this agreement shall be for seven (1) year commencing on the date the Participating Member executes this agreement. This agreement shall automatically renew for an additional one-year term unless either party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the expiration of the then current term. Further, SourceClub shall have the right in its sole and absolute discretion to immediately terminate or deny the membership of Participating Member or any facility or organization (i) in the event Participating Member or such facility or organization acts in a manner that is inconsistent with the Program’s spirit of intent or violates the participation requirements of the its affiliated companies.

If Participating Member is a Multi-Facility System, Participating Member hereby represents that it is authorized to sign this agreement on behalf of itself and each of the facilities listed in Exhibit A. In such case, Participating Member and each such facility shall be bound by the terms of this agreement.