TERMS AND CONDITIONS

By continuing, Prospective Member agrees and acknowledges that:

• It has read and understands The JOI Group Purchasing Policy (“the Policy”) and agrees to comply with the Policy as revised by JOI from time to time.
• It will use JOI Partners, LLC (“JOI”) as its primary group purchasing organization for integrative healthcare.
• It will use all products and supplies it purchases under JOI’s group purchasing agreements solely for its own operations and will not re-sell any such products or supplies to other businesses.
• Prospective Member (and Prospective Member’s agents, employees and representatives) shall keep confidential JOI’s proprietary and confidential information and shall not disclose such information to any third parties other than JOI’s affiliates or Prospective Member’s employees with a need to know (who have been made aware of this provision by Prospective Member and agree to comply with it). Such confidential information includes without limitation JOI’s plans, reports, proposals, agreements, organizational documents, clinical studies, software, pricing information, and contract catalogs (printed and electronic). Prospective Member’s obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of Prospective Member’s membership in JOI and for a period of five (5) years thereafter.
• It will sign (or in the case of Multi-Facility Systems, will cause each of their facilities listed in Exhibit B to sign and return to JOI) the Facility Authorization and Vendor Fee Agreement attached as Exhibit A. The signed original of the Facility Authorization and Vendor Fee Agreement should be returned to JOI as soon as possible and a copy retained by Prospective Member (and each facility in a Multi Facility System) for its records. Notwithstanding approval of Prospective Member’s application to become a member in JOI, Prospective Member (and in the case of Multi-Facility Systems, each facility listed in Exhibit B) will not have the right to participate in Premier’s group purchasing programs until the Facility Authorization and Vendor Fee Agreement has been signed and returned to JOI. Execution of the Facility Authorization and Vendor Fee 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 Prospective Member is subject to applicable open records laws (such as a federal, state or municipal agency) which may require Prospective Member to release confidential or proprietary information of JOI, Prospective Member agrees to promptly notify JOI of any request under such laws for the release of such information. Further, Prospective Member shall cooperate in good faith with JOI and use its best efforts to assist JOI in preventing the release of such information to the extent consistent with applicable law.
• Prospective Member hereby acknowledges that the discounts available under JOI contracts may be exclusive and that its access to, or acceptance of, any incentives or rebates under separate programs may impact the discounts available to it under JOI contracts.
• Prospective 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. JOI may terminate Prospective Member from participation in the Program immediately in the event at any point Prospective Member is not in compliance with this representation and warranty. Termination is in addition to any other rights or remedies JOI may have at law or in equity.
• Prospective Member acknowledges that rebates or discounts it may receive from vendors as part of its participation in the JOI group purchasing program are, for purposes of 42 C.F.R. Section 1001.952(h), “discounts or other reductions in price” and Prospective 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 Prospective Members.
• Prospective 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 JOI request from Member, nor will Member provide to JOI, “protected health information,” as such term is defined in HIPAA. For the avoidance of doubt, Prospective Member agrees that JOI is not engaging any supplier as its downstream business associate.

(“Facility”) and Joi Partners, LLC. (“JOI”) hereby agree as follows:

PURCHASING AGENT FOR PURPOSE OF PARTICIPATING IN GROUP PURCHASING PROGRAMS

JOI is authorized to act as purchasing agent for Facility

ADMINISTRATIVE FEE

Facility is hereby notified that vendors pay to JOI an administrative fee for the purchases of goods and services such vendor provides. In the event there are any exceptions to the foregoing statement JOI shall provide Facility with an Administrative Fee Exception Schedule listing such exceptions.

Prospective Member hereby agrees to the foregoing terms of participation and confirms that all information supplied by Prospective Member to JOI is complete and accurate. Participation in JOI group purchasing programs is subject to the Policy. If Prospective Member is a Multi-Facility System, Prospective Member hereby represents that it is authorized to sign this Agreement on behalf of itself and each of the facilities listed in Exhibit B. In such case, Prospective Member and each such facility shall be bound by the terms of this Agreement.