UNREASONABLY WITHHELD, HPG WILL PERMIT SUCH ADDITIONAL FACILITIES TO PARTICIPATE
UNDER THE PROGRAM, AFTER EXHIBIT B HAS BEEN AMENDED TO REFLECT ANY FACILITIES SO
APPROVED BY HPG, AND A SIGNED GPO AFFILIATION CERTIFICATE FOR EACH ADDITIONAL
FACILITY HAS BEEN RECEIVED BY HPG.
(F)
ANY FACILITIES DIVESTED BY PARTICIPANT OR
ITS PARENT AFFILIATE, OR WHICH NO LONGER QUALIFY AS AN AFFILIATE OF PARTICIPANT,
SHALL BE REMOVED FROM PARTICIPATION UNDER THIS AGREEMENT AT THE CONCLUSION OF
THE TRANSITION PERIOD DESCRIBED AS FOLLOWS.
IN THIS EVENT, PARTICIPANT SHALL
PROVIDE HPG WITH WRITTEN NOTICE THEREOF AT LEAST THIRTY (30) DAYS PRIOR TO THE
CLOSING DATE OF SUCH DIVESTITURE OR DATE OF CEASING TO BE AN AFFILIATE OF
PARTICIPANT ("DIVESTITURE DATE").
SUCH DIVESTED FACILITY SHALL HAVE THE RIGHT
TO CONTINUE TO PARTICIPATE UNDER THIS AGREEMENT FOR A ONE HUNDRED TWENTY (120)
DAY TRANSITION PERIOD FOLLOWING THE DIVESTITURE DATE, UNLESS OTHERWISE AGREED TO
BY THE PARTIES.
(G)
PARTICIPATION IN THE PROGRAM UNDER THIS
AGREEMENT BY PARTICIPANT AND FACILITIES SHALL COMMENCE ON THE EFFECTIVE DATE.
(H)
IF PACT VENDOR CONTRACTS ARE LISTED ON
EXHIBIT D, THEN PARTICIPANT SHALL BE ELIGIBLE TO BECOME A PARTICIPANT OF PACT BY
ENTERING INTO A PARTICIPATION AGREEMENT WITH PACT, AND THEREBY, BE PERMITTED TO
PURCHASE PACT PRODUCTS AND SERVICES PURSUANT TO PACT VENDOR CONTRACTS.
3.
Term.
Subject to termination under Section 7 hereof, the term of this Agreement shall
be for a period of five (5) years commencing on the Effective Date, with
automatic renewals thereafter for terms of one (1) year each unless either party
gives written notice of non-renewal of this Agreement at least one hundred and
twenty (120) days prior to the end of the initial term or any subsequent renewal
term.
References herein to the term of this Agreement shall refer to the term
as so extended hereby.
4.
HPG's Responsibilities.
(A)
HPG SHALL DELIVER, OR CAUSE TO BE
DELIVERED, ON A TIMELY BASIS TO PARTICIPANT A BRIEF SUMMARY OF THE PRODUCTS AND
SERVICES, INCLUDING PRICING, DELIVERY, ORDERING REQUIREMENTS AND OTHER TERMS
THEREOF, AVAILABLE FOR PURCHASE UNDER VENDOR CONTRACTS.
HPG SHALL NOTIFY
PARTICIPANT OF ANY CHANGES THERETO, OF ANY TERMINATION OF ANY OF SUCH VENDOR
CONTRACTS, AND OF ANY ADDITIONS OF VENDOR CONTRACTS.
(B)
HPG SHALL PROVIDE INFORMATION,
DOCUMENTATION, AND STAFF TO ASSIST PARTICIPANT IN ITS TRANSITION TO AND
PARTICIPATION IN THE PROGRAM.
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(C)
HPG SHALL NOTIFY EACH OF THE VENDORS UNDER
THE VENDOR CONTRACTS THAT PARTICIPANT AND ITS FACILITIES ARE PARTICIPATING IN
THOSE AGREEMENTS.
SUBJECT TO THE VENDOR CONTRACT TERMS AND CONDITIONS,
PARTICIPANT AND ITS FACILITIES SHALL BE ENTITLED TO PURCHASE PRODUCTS AND
SERVICES UNDER THE VENDOR CONTRACTS FOR THE NORMAL AND CUSTOMARY USE OF SUCH
PRODUCTS AND SERVICES FOR THE PROVISION OF HEALTHCARE SERVICES BY SUCH
FACILITIES, AND NOT FOR RESALE OR DISTRIBUTION TO THIRD PARTIES OTHER THAN IN
THE COURSE OF THE PROVISION OF HEALTHCARE SERVICES BY SUCH FACILITIES.
(D)
PARTICIPANT ACKNOWLEDGES THAT HPG AND
PARTNERS IN HPG HAVE AFFILIATES THAT PROVIDE HEALTHCARE SERVICES.
CERTAIN OF
THESE AFFILIATES MAY, FROM TIME TO TIME,