particular Vendor Contracts in the
Program at the first appropriate opportunity.
•
For those agreements listed as "Regional Contracts", HPG does
not have any Vendor Contracts for these products/services and Participant can
contract with its own suppliers for such products/services.
If HPG enters into
a Vendor Contract for products/services listed under Regional Contracts with a
sole, dual, or multi-source arrangement, then Participant shall not extend its
then current relationship and shall transition to the particular Vendor
Contracts in the Program at the first appropriate opportunity.
8
(G)
PARTICIPANT AGREES TO CAUSE EACH OF THE
FACILITIES (I) TO COMPLY WITH ALL TERMS OF THIS AGREEMENT AS IF A PARTY HERETO,
(II) TO COMPLY WITH ALL TERMS OF THE VENDOR CONTRACTS, INCLUDING WITHOUT
LIMITATION, PAYMENT TERMS AND COMPLIANCE LEVELS AND (III) TO EXECUTE SEPARATE
AGREEMENTS OR ACKNOWLEDGEMENTS AS REASONABLY REQUESTED BY HPG OR ANY PARTICULAR
VENDOR EVIDENCING SUCH FACILITY'S AGREEMENT TO COMPLY WITH THE TERMS OF THE
RELEVANT VENDOR CONTRACT.
(H)
PARTICIPANT AGREES THAT ALL PRODUCTS
PURCHASED BY IT OR ITS FACILITIES UNDER THE VENDOR CONTRACTS WILL BE FOR USE IN
THE PROVISION OF HEALTHCARE SERVICES IN ITS FACILITIES, AND NOT FOR RESALE OR
DISTRIBUTION TO THIRD PARTIES OTHER THAN IN THE COURSE OF THE PROVISION OF
HEALTHCARE SERVICES BY SUCH FACILITIES.
PARTICIPANT ACKNOWLEDGES THAT SUCH
PROHIBITION ON RESALE AND DISTRIBUTION EXTENDS TO RESALE OR DISTRIBUTION TO
PHYSICIAN PRACTICES OTHER THAN THOSE OWNED BY, CONTROLLED BY, OR MANAGED BY
PARTICIPANT AND LISTED IN EXHIBIT B. THE PARTIES ACKNOWLEDGE THAT TO THE EXTENT
ANY VENDOR CONTRACTS CONTAIN PROHIBITION OF PURCHASES BY PHYSICIAN PRACTICES,
ANY PARTICIPANT FACILITIES LISTED ON EXHIBIT B AS PHYSICIAN PRACTICES SHALL NOT
BE ABLE TO PURCHASE UNDER THOSE CONTRACTS UNTIL SO ADVISED BY HPG.
HPG AND
PARTICIPANT WILL WORK IN GOOD FAITH TO IDENTIFY THOSE VENDOR CONTRACTS UNDER
WHICH PARTICIPANT'S PHYSICIAN PRACTICE FACILITIES WOULD LIKE TO PURCHASE AND IF
THE TERMS OF ANY OF SUCH VENDOR CONTRACTS PROHIBIT PURCHASES BY PHYSICIAN
PRACTICES, HPG WILL ATTEMPT TO NEGOTIATE TERMS UNDER WHICH PARTICIPANT PHYSICIAN
PRACTICES CAN MAKE PURCHASES.
(I)
PARTICIPANT AGREES, AND SHALL CAUSE EACH
OF ITS FACILITIES TO AGREE, TO THE EXTENT THE CONFIDENTIALITY OBLIGATIONS OF
SECTION 9 ARE APPLICABLE TO THE INFORMATION DISCLOSED, TO KEEP ALL
COMMUNICATIONS BETWEEN HPG AND PARTICIPANT OR ITS FACILITIES CONFIDENTIAL, NOT
TO DISCUSS OR DISSEMINATE SUCH COMMUNICATIONS TO OTHER PARTICIPANTS IN THE
PROGRAM OR TO ANY THIRD PARTIES, AND TO COMPLY WITH THE CONFIDENTIALITY
REQUIREMENTS OF SECTION 9 THEREOF.
(J)
PARTICIPANT WARRANTS THAT ALL FACILITIES
LISTED ON EXHIBIT B HERETO QUALIFY AS AFFILIATES OF PARTICIPANT AND FURNISH
SERVICES TO THIRD PARTIES FOR WHICH PAYMENT MAY BE MADE IN WHOLE OR IN PART
UNDER MEDICARE OR A STATE HEALTHCARE PROGRAM.
6.
GPO Fees and Rebates.
(A)
PARTICIPANT ACKNOWLEDGES (I) THAT HPG
AND/OR PACT WILL RECEIVE PAYMENT OF FEES FOR ADMINISTRATIVE AND OTHER SERVICES
PROVIDED BY HPG FROM ONE OR MORE VENDORS BASED ON PRODUCTS AND SERVICES, OR PACT
PRODUCTS OR SERVICES, PURCHASED, LICENSED OR LEASED BY PARTICIPANT AND ITS
FACILITIES ("GPO FEES"), (II) THAT THE