Terms & Conditions

Participating Member agrees to the following:

Participating Member hereby designates Enterprise Purchasing Group(“EPG”) to act as Participating Member’s group purchasing agent only for the products and services (collectively, “Products”) purchased by Participating Member through the group purchasing program (“Program”). Participating Member hereby acknowledges and agrees that EPG will act as Participating Member’s group purchasing organization for the Products in program lines it elects to access through the Program.

Participating Member will provide a list of all the facilities that it intends to serve as child sites subject to the terms of this agreement. Participating Member may update the child site list upon written notice to EPG consistent with the terms of this agreement. Participating Member represents that it has authority over all purchases, including liability for payment of invoices, for each child site listed and that it has the authority to sign and bind each child site to the terms of this agreement.

Participating Member represents and warrants that it complies with all applicable federal, state and local laws and regulations and that it has not (a) been listed by any federal or state agency as excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs or (b) been convicted of any crime relating to any federal and/or state program.

Participating Member agrees that in addition to the terms and conditions contained in this Agreement, it shall also comply with all EPG 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 all Products it purchases through the Program solely for its own operations and will not re-sell any such Products outside of the Participating Member’s business operation as indicated on this agreement or use any such Products to provide services for a facility that is not listed as a child site on Schedule.

This agreement represents the entire agreement between EPG and Participating Member regarding the Program and supersedes any prior oral or written agreement concerning such subject matter.

Participating Member agrees to protect the confidentiality of the Program’s group contract prices and terms, and in no event to leverage the Program’s prices to obtain a better price. Participating Member (and its agents, employees and representatives) shall keep confidential the proprietary and confidential information of EPG and its affiliates and shall not disclose such information to any third parties other than Participating Member’s employees with a need to know (who have been made aware of this provision by Participating Member and agree in writing to comply with it). Such confidential information includes without limitation EPG’s and its affiliate’s plans, reports, proposals, agreements, organizational documents, software, pricing information, contract catalogs (printed and electronic) and contract terms and pricing of participating vendors. Participating Member’s obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of its membership in EPG 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 by Participating Member, whether such purchases by Participating Member are made under EPG contracts or other vendor contracts (“Participating Member Data”). Member grants to EPG 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 Program and other products and services provided, or that may in the future be provided, by EPG or any of its affiliates; (ii) to perform EPG’s obligations or to exercise its rights under this agreement; (iii) as part of products or services provided by EPG 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.

EPG shall have the right to assign this agreement and its rights and obligations hereunder to any of its affiliates.

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

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 EPG, its affiliates and their respective directors, officers, employees and agents will not be liable for the acts or omissions of EPG’s contracted suppliers, or for any representations or warranties made by such suppliers.

EPG 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 Program; or (ii) whose involvement with EPG has the potential to damage the reputation of EPG and/or any of its affiliated companies.