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Participating Member agrees to the following:

  1. Participating Member hereby designates Provider Select, LLC, (“Premier”), an affiliate of Premier Healthcare Alliance, L.P., and Meals on Wheels Association America (“MOWA”) to act as Participating Member’s group purchasing agents for the products purchased by Participating Member through the group purchasing program (“Program”). Participating Member hereby acknowledges and agrees that Premier will act as Participating Member’s primary group purchasing organization for the products and services in program lines it elects to access through the Program.
  2. Participating Member is notified that, in consideration of the administrative services rendered in connection with the Program, the participating vendors from which Participating Member may purchase goods or services will pay an administrative fee of three percent (3%) or less of the purchase price of the goods or services provided by that vendor and such fee may be apportioned among Premier, its affiliates and MOWA pursuant to separate written agreements. On an annual basis, Premier shall provide Participating Member written notice of the amount of administrative fees which Premier received from vendors with respect to purchases made by or on behalf of the Participating Member.
  3. Participating Member will list on Schedule 1 attached to this application the facilities that it intends to serve as child sites subject to the terms of this Membership Application. Participating Member may update the child site list upon written notice to Premier consistent with the terms of this Membership Application. 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 Membership Application.
  4. 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.
  5. Participating Member shall indemnify, defend and hold Premier, its affiliates and their respective officers, directors, shareholders, employees, successors, agents and assigns (“Premier Indemnitees”), harmless from and against any claims, liabilities, damages, judgments or other losses imposed upon or incurred by any of the Premier Indemnitees arising out of or as a result of: (a) the breach by Participating Member or its officers, directors, employees, affiliates, or other agents of any of Participating Member’s representations, warranties, duties or obligations under this Membership Application or (b) the negligence or willful misconduct of Participating Member, or its officers, directors, employees, affiliates, or other agents, in connection with its participation in the Program. For purposes of this Membership Application, with respect to Premier, “affiliates” shall mean Premier Healthcare Alliance, L.P., its general partner and Premier Healthcare Solutions, Inc., a Delaware corporation doing business as Premier, Inc.
  6. Participating Member will use all products and supplies it purchases through the Program solely for its own operations and will not re-sell any such products or supplies outside of the Participating Member’s business operation as indicated on this Membership Application or use any such Products to provide services for a facility that is not listed as a child site on Schedule 1.
  7. Premier may terminate immediately Participating Member’s participation in the Program in the event Participating Member acts in a manner that is inconsistent with the Program’s spirit of intent or violates the participation requirements of the Program. By signing this Membership Application, Participating Member acknowledges its intent to (i) participate in the Program and (ii) comply with the participation requirements described herein.
  8. This Membership Application may be canceled without cause or penalty at any time by Premier or Participating Member by giving at least thirty (30) days written notice of cancellation to the other.
  9. This Membership Application represents the entire agreement between Premier and Participating Member regarding the Program and supersedes any prior oral or written agreement concerning such subject matter.
  10. 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 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, clinical studies, 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.
  11. Premier shall have the right to assign this Membership Application and its rights and obligations hereunder to any of its affiliates.
  12. 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 Premier and its affiliates, Participating Member shall promptly notify Premier 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.
  13. Participating Member hereby acknowledges that the discounts available under Program contracts are exclusive of any additional incentives or rebates that may be offered by contracted suppliers under separate programs. Participating Member hereby agrees not to attempt to access such other incentives or rebates to the extent the applicable products or supplies purchased by Participating Member are purchased under Program contracts.
  14. If Participating Member is a healthcare provider and/or receives funding from Medicare and/or Medicaid (“Healthcare Member”), it must complete, sign and submit the Facility Authorization and Vendor Fee Agreement (attached as Exhibit A) to Premier prior to being granted access to the Program. 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).
  15. Each Healthcare Member acknowledges that rebates or discounts it may receive from vendors as part of its participation in the Program are, for purposes of 42 C.F.R. Section 1001.952(h), “discounts or other reductions in price” and Healthcare 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 Healthcare Members.
  16. Each Healthcare 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 Premier request from Participating Member, nor will Participating Member provide to Premier, “protected health information,” as such term is defined in HIPAA. For the avoidance of doubt, Participating Member agrees that Premier is not engaging any supplier as its downstream business associate.
  17. Participating Member agrees to utilize the Program’s authorized foodservice distributor (the “Authorized Distributor”) as its prime vendor for foodservice distribution. Participating Member authorizes Premier to disclose this Membership Application to the Authorized Distributor as part of the Program.
  18. Participating Member agrees to comply with the participation requirements of the Premier foodservice distribution program and manufacturer programs.
  19. Participating Member agrees, upon termination of its participation in the Program, to promptly purchase or cause a third party to promptly purchase any remaining inventory of specially ordered and/or proprietary products stocked exclusively for the Participating Member.
  20. Participating Member will receive any applicable manufacturer rebates that are earned from purchases through vendors participating in the Program via Electronic Funds Transfer (EFT). Rebates earned will be deposited directly to your secure financial institution. Please complete the Premier Rebate ACH Direct Deposit Enrollment Form. Participating Member is advised that Premier and its Affiliates do not retain any portion of the manufacturer rebates (excluding the administrative fee) generated by Participating Member purchases through the Program.
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