2/20/2024

Participation Agreement

This Participation Agreement(“Agreement”) is entered into and effective on date of enrollment, by and between PSMA CONNECT LLC. (“PSMA”) a Delaware corporation and MediGroup Physician Services, LLC (“MediGroup”) a Delaware corporation and the enrolled practice or entity (“Member”). MEMBERSHIP IN PSMA and Medigroup IS FREE AND THERE IS NO OBILIGATION TO PURCHASE.

PSMA and Medigroup are health care, group purchasing organizations (GPO) and have negotiated discount pricing contracts, with certain distributors, manufacturers, vendors, and has affiliate agreements with certain other GPOs providing Member access to discounted pricing for products and services used in the conduct of Member’s business. Member desires to purchase such products and services in an effort to reduce Member’s administrative burden and to lower Member’s costs of healthcare delivery. Therefore, in consideration of the mutual agreements set forth herein, PSMA and MediGroup and Member agree as follows:

Subject to the terms of this agreement, PSMA and Medigroup grant Member a limited license to access the favorable pricing available through the cooperative program and to any affiliate agreement contracts negotiated.

All Parties desire for PSMA and Medigroup to be able to expand their scope of access to discounted products and services available to Member by having PSMA and Medigroup negotiate agreements with other GPOs to access their contracts. Member hereby gives PSMA and Medigroup limited agency authority to act as the Member’s purchasing agent and (1) enroll the Member with other GPO programs (2) sign each GPO’s applicable membership agreements on Member’s behalf, so long as there is no obligation on the part of the Member to purchase products or services and no membership fees payable by Member required under the terms and conditions of the GPO’s membership agreement, (3) terminate any memberships in which PSMA and/or Medigroup has entered the Member (4) accept (for subsequent distribution by PSMA and/or Medigroup to Member) any disclosures, reports, and/or other notices that any other GPO may prepare pursuant to the requirements of the federal health care program anti-kickback laws GPO safe harbor, 42 C.F.R §1001.952(j). Member agrees and desires that any GPO membership into which PSMA and/or Medigroup has entered the Member terminates when PSMA and Medigroup no longer have an agreement with that specific GPO or Member. Member agrees and desires for PSMA/Medigroup to be the Primary GPO with our approved distributors, manufactures and vendors.

Member represents and warrants that any purchase made under this Agreement will be for Member’s “Own Use” and not for resale.

Member, understanding that the power of a group purchasing program is in the member’s support of the contracted products and services, agrees to use reasonable effort to purchase products through the program. Member will give contracted products the opportunity to prove their quality and cost effectiveness.

Member, its employees and their families are entitled to make unlimited use of some of the program for their respective non-business, personal purchases through the Employee Saving Program.

Member understands that PSMA and Medigroup may receive administrative fees of varying amounts, either directly or indirectly from suppliers based on the Member’s purchases. The majority of the fees received are less than 3% of the total sales of contracted items to the Member. PSMA, MediGroup, and their affiliated GPOs will report to Member or give Member access to a web-based list of any administrative fee that is greater than three percent (3%). PSMA, MediGroup and their affiliated GPOs will report to Member the fees received under each vendor agreement for purchases made by Member.

PSMA and/or MediGroup may enter into Affinity Programs with certain vendors for non-medical products and/or services that PSMA and/or MediGroup feels may be of interest to Member. PSMA and MediGroup disclose to Member that it may receive fees and/or commissions for making these programs available to its Members and that such fees or commissions may vary without limit and will not be included in PSMA or MediGroup’s reporting to Member of administrative fees received under this Agreement.

Any rebates due to Member based on Member’s purchases under this Agreement, if received by PSMA or MediGroup, will be forwarded to Member at least quarterly. Member is solely responsible for reporting any such rebate as required by law.

Member agrees to keep strictly confidential, hold in trust, and not disclose any Confidential Information (defined below) received from PSMA, MediGroup, and/or their affiliate GPOs. “Confidential Information” means any trade secrets or proprietary information including but not limited to programs, services, systems, pricing, agreements or information technology shared with Member by PSMA, MediGroup, and/or their affiliated GPOs.

The initial term of this Agreement will be 24 months, commencing on the Effective Date. This Agreement will renew annually for an additional period of one year upon expiration of the initial and any subsequent renewal terms of the Agreement unless terminated in writing by either party upon ninety (90) days written notice prior to the termination of the then current term. MediGroup and PSMA may terminate this Agreement for cause immediately upon written notice to Member in the event of any breach of any material term or condition of this Agreement by Member.

PSMA and Medigroup make no warranties or representations as to the goods purchased. Member’s sole remedy will be under the warranty, if any made by Vendors. PSMA AND MEDIGROUP HAVE MADE NO AFFIRMATION OF FACT AND HAS MADE NO PROMISE RELATING TO THE GOODS BEING PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA AND/OR MEDIGROUP, THAT HAS BECOME ANY BASIS OF THE BARGAIN. FURTHER, PSMA AND MEDIGROUP HAVE MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE GOODS PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA AND/OR MEDIGROUP, THAT HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE GOODS WOULD CONFORM TO ANY AFFIRMATION OR PROMISE. PSMA AND MEDIGROUP MAKE NO WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE GOODS OR SERVICES PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA AND/OR MEDIGROUP. PSMA AND MEDIGROUP MAKE NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSES WHATSOEVER WITH RESPECT TO THE GOODS PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA AND/OR MEDIGROUP.

Member acknowledges that Member is solely responsible for deciding which if any products or services to purchase under this Agreement. Accordingly, Member acknowledges and agrees that PSMA, MediGroup, their affiliated GPOs, 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 this Agreement. Member agrees to hold PSMA, MediGroup and their affiliated GPOs 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 PSMA, MediGroup, or their affiliated GPOs from Member’s breach of any of the terms and conditions of this Agreement or in any other way relating to this Agreement.

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.

Any controversies or disagreements arising out of, or relating to, this Agreement or the breach thereof, will be settled by arbitration in accordance with the rules then existing of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The laws of the State of Delaware shall govern this Agreement.

As of 9/28/2023

Confidentiality: Member agrees to keep strictly confidential, hold in trust, and not disclose any Confidential Information (defined below) received from PSMA, MediGroup and/or their Affiliate GPOs for the term of this agreement and for three (3) years after the expiration or termination thereof. “Confidential Information” means any trade secrets or proprietary information including but not limited to programs, services, systems, pricing, agreements or information technology shared with Member by PSMA, MediGroup and/or their Affiliate GPOs. This clause shall survive the termination of this Agreement.

Term & Termination: The initial term of this Agreement will be for one year commencing on the Effective Date. This Agreement will renew annually for an additional period of one year upon expiration of the initial and any subsequent renewal terms of the Agreement unless terminated in writing by either party upon one hundred eighty (180) days written notice prior to the termination of the then current term. MediGroup and PSMA may terminate this Agreement for cause immediately upon written notice to Member in the event of any breach of any material term or condition of this Agreement by Member.