Terms and conditions

Participating Member agrees to the following:

1. Participating Member hereby designates Non-Healthcare Holdings, LLC (“B&I GPO”) and Premier Healthcare Alliance, L.P. (“Premier”) to act as Participating Member’s group purchasing agent for the products and services (collectively, “Products”) purchased by Participating Member and any Child Sites through the group purchasing program operated by Premier (“Premier Program”).
2. Participating Member is hereby notified that Premier Program vendors (“Vendors”) pay to Premier an administrative fee, which is a percentage of the purchase price of the Products that Participating Member purchases from such Vendors, which may be apportioned between Premier and B&I GPO pursuant to a separate agreement. Administrative fees will be noted in a report located in Premier’s online member portal.  Participating Member represents, warrants and agrees that its and each of the Child Site’s primary purpose is not the provision of healthcare services (a “Healthcare Provider”).  In the event Participating Member or Child Site becomes a Healthcare Provider, then Participating Member agrees for itself and each such Child Site to immediately notify Premier and B&I GPO and execute the Premier membership application designated for the healthcare class of trade.
3. Participating Member will list on Schedule 1 attached to this Agreement 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 Premier and B&I GPO 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.
4. Participating Member represents and warrants that it complies with all applicable federal, state and local laws and regulations and that it has not: (i) been listed by any federal or state agency as excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs; or (ii) been convicted of any crime relating to any federal and/or state program.
5. In addition to compliance with the terms and conditions contained in this Agreement, Participating Member shall comply with all Premier policies pertinent to the Premier Program, to the extent applicable to Participating Member, as published from time to time and can be found here: premierinc.com/premier-gppbi. 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 this Agreement shall control.
6. Participating Member will use all Products it purchases through the Premier 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 1.
7. This Agreement represents the entire agreement between Premier and Participating Member regarding the Program and supersedes any prior oral or written agreement concerning such subject matter.
8. Participating Member agrees to protect the confidentiality of the Premier Program’s group contract prices and terms, and in no event to leverage the Premier 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 Premier 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, Premier’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 Premier and for a period of five (5) years thereafter.
9. 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, where such purchases by Participating Member are made under Premier contracts (“Participating Member Data”). Participating Member grants to Premier and B&I GPO and each of their  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 Premier Program and other products and services provided, or that may in the future be provided, by B&I GPO, Premier or any of their affiliates; (ii) to perform B&I GPO’s and Premier’s obligations or to exercise its rights under this Agreement; (iii) as part of products or services provided by B&I GPO and Premier or any of their 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.
10. Premier and B&I GPO shall have the right to assign this Agreement and its rights and obligations hereunder to any of its affiliates; provided that any assignment by Premier shall require the prior written approval by B&I GPO.
11. In the event any Participating Member is operated by a state, federal or municipal agency and therefore subject to applicable open records laws that may require Participating Member to release confidential or proprietary information of Premier and its affiliates, Participating Member shall promptly notify Premier and B&I GPO of any request under such laws for the release of such information. Further, Participating Member shall cooperate in good faith with Premier and use its best efforts to assist Premier in preventing the release of such information to the extent consistent with applicable law.
12. 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.
13. Participating Member acknowledges and agrees that none of B&I GPO, Premier, their affiliates or their respective directors, officers, employees and agents will be liable for the acts or omissions of B&I GPO’s or Premier’s contracted Vendors, or for any representations or warranties made by such Vendors.
14. Participating Member represents and warrants that Participating Member and its affiliates, and their respective employees, agents and representatives (the “Member Group”), shall not reference Premier, B&I GPO or the Premier Program in any written or verbal communication, including without limitation a reference to the existence of a contractual or other relationship between Participating Member and Premier or B&I GPO, without obtaining Premier’s and B&I GPO’s prior written consent. In addition, Participating Member acknowledges and agrees that neither Premier nor its partners, including without limitation Participating Member’s Sponsor (defined in Section O), will provide the Member Group with access to any Premier tools, including without limitation Supply Chain Advisor and Premier’s membership roster. Participating Member further agrees that the Member Group will not use any confidential information of Premier or B&I GPO including any Premier or B&I GPO pricing or membership information, for any business purpose of the Member Group, including without limitation, sales targeting. Any Premier or B&I GPO confidential information obtained by the Member Group will be used solely to purchase Products under Premier group purchasing agreements. If at any time Participating Member enters into a group purchasing agreement with Premier or any of its affiliates (collectively “Premier Group”) pursuant to which Participating Member in its role as a supplier under the group purchasing agreement agrees to pay any member of the Premier Group an administrative fee in connection with the purchase of Participating Member’s products or services by members of a group purchasing organization operated by any member of the Premier Group, then Participating Member acknowledges that Premier may at its option immediately cease Participating Member’s access to Premier’s Supply Chain Advisor application (the “SCA”) and the data contained therein and, in that event, Participating Member represents it will not thereafter seek to gain access to the SCA or the data contained therein.
15. Participating Member authorizes Sponsor, Premier and the B&I GPO to individually activate group purchasing contracts on its behalf.
16. Except with respect to awards made by a request for proposal or other solicitation, Premier, in coordination with B&I GPO, shall have the right in its sole and absolute discretion to immediately terminate or deny the membership of Participating Member or Child Site: (i) in the event Participating Member or such Child Site violates the participation requirements of the Premier Program; or (ii) whose involvement with Premier damages the reputation of Premier and/or any of its affiliates.
17. If Participating Member wishes to participate in Premier’s foodservice program (the “Foodservice Program”), the terms and conditions of Exhibit A shall apply.