Terms and Conditions related to the Letter of Commitment

1. Letter of Commitment (LOC). This letter of commitment (LOC) provides the supporting vendors with notification of the Member’s intent to commit its relevant product purchases in categories as designated by the Member.

2. Term. The initial term of this LOC is for one (1) year from the date of execution unless terminated by either party according to the termination provision provided herein. At the conclusion of the initial term, this LOC will automatically renew for successive one (1) year periods unless otherwise terminated in accordance with the termination provision provided herein.

3. Termination. Either party may terminate this LOC, with or without cause, by providing 60 days written notice to the other party. The Member may, upon 60 days written notification of GroupSource, terminate their use of any or all supply and services agreement within the GroupSource Group Purchasing program as covered by this LOC. A Member’s termination of a specific supply or service agreement does not require its termination as a Member in the GroupSource Group Purchasing Program.

4. Compliance. Member agrees to make a good faith effort to purchase at least 85% of its relevant product/service purchases from GroupSource vendors during the Term and to allow GroupSource vendors first option to meet or beat any offer from another supplier on the purchase of relevant products/services. Furthermore, each party agrees that it shall at all times during the term of this Agreement observe and comply with all applicable federal, state, and local laws and regulations in connection with its performance under this Agreement.

5. Confidentiality. By its signature above Member agrees to keep confidential the terms of this LOC, and all pricing and other terms and conditions of GroupSource’s vendor agreements and the GroupSource Group Purchasing Program. The confidentiality provisions of this LOC shall remain in full force and effect after the termination of this LOC.

6. Additional Locations. By signing above, Member states that it owns and/or manages each of the practices listed below as well as the attached Additional Location Listing with binding legal authority to enter into this Agreement on their behalf. This Agreement applies to the practice listed above as well as the Additional Location Listing of this Agreement. Member shall provide prompt written notice to GroupSource of all additions and changes to any of Member’s locations.

7. Authorization. Member authorizes GroupSource as its agent to negotiate and enter into agreements with vendors as well as affiliation agreements with other designated GPO in order to make any and all applicable agreements available to Member. Member additionally authorizes GroupSource to execute vendor letter of commitment on its behalf so that Member is able to access a more favorable pricing tier provided no additional commitments are imposed upon Member (other than those already agreed to by Member).

8. Vendor Agreements. Member agrees to comply with the terms and conditions of any agreement made available to Member whether entered into by GroupSource or other designated GPO (hereinafter “Vendor Agreement”) through which it chooses to make any purchase. Any purchase made by Member through any Vendor Agreement shall be for Member’s “Own Use” and not for resale.

9. Fees and Rebates. Periodically, GroupSource and other designated GPO receive administrative fees from contracted vendors based on purchases made by Member. Said administrative fees vary according to each Vendor Agreement (generally three percent (3%) or less of the purchase price of the goods or services purchased by Member). GroupSource or other designated GPO will report to Member any administrative fee under each Vendor Agreement for Member purchases that is greater than three percent (3%). Any and all rebates resulting from Member’s purchases through Vendor Agreements shall be forwarded to Member at least quarterly and Member is solely responsible for any reporting of said rebates as required by law.

10. Limitation of Liability. Member acknowledges that Member is solely responsible for deciding which if any products or services to purchase through the Vendor Agreements. Accordingly, Member acknowledges and agrees that GroupSource, other designated GPO and their respective officers, directors, shareholders, employees, agents and contractors shall not have any liability of any nature or kind whatsoever for any personal injury, property damage, lost profits, attorney’s fees, court costs or any other damages, legal, equitable or otherwise, caused either directly or indirectly by or related to the products or services offered or sold under the Vendor Agreements. Member agrees to hold GroupSource and other designated GPO harmless from all losses, damages and costs, of any nature or kind whatsoever (including, but not limited to attorney’s fees and court costs) incurred by GroupSource or other designated GPO from Member’s breach of any of the terms and conditions of this Agreement or in any other way relating to this Agreement.