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Member Obligations
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Member shall bear sole responsibility for any and all bills, costs and expenses related to the purchase of any Supplies. Member agrees that it shall not offer for sale, sell or distribute any Supplies purchased DocuSign Envelope ID: C11B4E16-30B4-4B56-948F-930D89B1ACDA Pipeline Medical, LLC 31 River Road | Highland Park, New Jersey 08904 | Ph: (732) 846-1169 | Fax: (732) 862-11692 under this Agreement. Member agrees that it shall not use Pipeline contracts, relationships, access codes, or other preferential pricing mechanisms or information in connection with any GPO, manufacturer or distributor with which Pipeline does business.
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Member shall not circumvent or evade any fees due and owing under this Agreement to deprive Pipeline of any fees or the benefit of this Agreement. Member acknowledges and agrees that it does not have any current contractual arrangements with any GPO. Member shall not disclose any information concerning Pipeline pricing, contracts, product portfolio or strategies to any third party without the written consent of Pipeline. Member shall provide Pipeline with access, on a quarterly basis, to (a) consultation with Member’s ordering staff; and (b) completeMember order histories. Member agrees that Pipeline is permitted to identify Member by name in its marketing materials and literature.
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In the event of any such circumvention, Pipeline shall be entitled to recover, and Member agrees to pay, all fees and charges that it would have otherwise realized from such transaction(s), had the circumvention not occurred, together with all costs of collection. To the fullest extent permitted by law, Member shall defend, indemnify and hold harmless Pipeline, its agents and employees from and against all claims, damages, causes of action, losses and expenses, including, but not limited to attorneys’ fees, arising out of or resulting from Member’s use of the Services or this Agreement, except in the event that such loss or expense is due to the gross negligence or willful misconduct of Pipeline.
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Term and Termination
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The term of this Agreement is one year. This Agreement shall auto-renew on an annual basis unless earlier terminated under this Section. Either party may terminate this Agreement, for any reason, upon ninety (90) days’ written notice. Upon termination, Member will cease to be a Member, have access to the Portal or the pricing obtained under this Agreement, or receive the benefits of the Services. Upon notification of termination, Member agrees to pay all outstanding invoices in full. No fees paid under this Agreement at the time of termination shall be subject to refund.
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Miscellaneous Provisions
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This Agreement fully expresses the agreement of the parties and all prior understandings or agreements, written or oral, are superseded by this Agreement. This Agreement may not be modified except by written agreement executed by each of the parties. This Agreement shall be construed in accordance with its terms and no ambiguity shall be resolved against any party as drafter of the Agreement. Section and subsection headings in this Agreement are included for convenience only and shall not constitute a part of this Agreement. Member may not assign this Agreement or any of its obligations without the prior written consent of Pipeline, which consent may be given in Pipeline’s sole and absolute discretion. This Agreement shall be freely assignable by Pipeline, without the consent of Member. The waiver or modification of, or failure to insist on, any term or condition shall not void, waive, or modify any of the other terms or conditions nor be construed as a waiver or relinquishment of the right to performance of any such term or terms. If any provision of this Agreement shall be declared illegal, void, or nenforceable, it shall not affect the validity of the remaining provisions, and all other provisions shall continue in full force and effect to the fullest extent permitted by law. This Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflicts of law rules. Any action brought hereunder shall be commenced in a court of competent jurisdiction in the County of Middlesex, State of New Jersey.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.
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