Healthcare Drug Contract

HEALTHCARE DRUG CONTRACT

This Healthcare Drug Contract (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Contracting Parties

Recitals and Purpose

WHEREAS, Supplier manufactures or supplies pharmaceutical products and Provider is authorized to procure and administer such products to patients in its care; and WHEREAS, the parties desire to set forth the terms under which Supplier will supply certain drugs to Provider for administration to identified patients or stocking for clinical use.

Definitions

For the purposes of this Agreement, the following definitions apply: "Drug" means the specific pharmaceutical product(s) described in the attached Schedule of Drugs; "Order" means a written or electronic purchase order submitted by Provider in accordance with Section 4; "Patient" means an individual identified by Provider to receive a Drug under this Agreement.

Scope of Supply

Supplier agrees to supply and Provider agrees to purchase the Drugs described in the Schedule of Drugs. Supplier will deliver the specified quantities, strengths, and formulations compliant with label and regulatory requirements.

Ordering, Delivery and Title

Orders shall be submitted in writing or by electronic transmission specifying Drug, quantity, delivery location, and requested delivery date. Title transfers to Provider upon delivery to the Provider-designated delivery location, subject to acceptance and inspection rights in Section 6.

Storage, Handling and Temperature Control

Provider shall maintain appropriate storage conditions for all Drugs in accordance with Supplier labeling and applicable law. Supplier will supply storage and handling instructions with each shipment. Provider will notify Supplier immediately of any temperature excursions, suspected contamination, or packaging damage.

Pricing, Invoicing and Payment

Pricing for each Drug shall be as set forth in the Schedule of Drugs. Supplier shall invoice Provider on or after shipment. Payment is due net as specified below. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

Regulatory Compliance, Pharmacovigilance and Recalls

Each party shall comply with all applicable federal and state laws and regulations governing the manufacture, distribution, storage, prescription, and administration of Drugs, including pharmacovigilance and reporting obligations. Provider shall report adverse events to Supplier promptly; Supplier shall report to regulatory authorities as required.

Warranties, Disclaimer and Indemnification

Supplier warrants that at the time of delivery the Drugs will be manufactured in accordance with applicable good manufacturing practices and conform to their labeling. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Each party shall indemnify and hold harmless the other from claims arising from its negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability

Except for liability arising from a party's willful misconduct, gross negligence, or indemnity obligations for third-party claims related to personal injury, neither party shall be liable for incidental, consequential, or punitive damages. Aggregate liability for direct damages shall be limited to the total amounts paid under this Agreement in the twelve (12) months preceding the claim.

Term, Renewal and Termination

This Agreement shall commence on the Effective Date and continue for the initial term specified below unless earlier terminated in accordance with this Agreement. Either party may terminate for material breach that remains uncured after thirty (30) days' written notice, or immediately for reasons of public health or regulatory order.

Confidentiality and Protected Health Information (PHI)

Each party shall keep confidential all proprietary and patient-identifiable information disclosed under this Agreement. Provider authorizes Supplier to receive PHI strictly to the extent necessary to perform its obligations, and the parties shall enter into a separate Business Associate Agreement where required by law.

Audit Rights and Recordkeeping

Supplier and Provider shall retain records related to orders, shipments, lot numbers, and disposal for a minimum period required by law. Each party shall permit the other reasonable access to records and facilities to verify compliance, subject to confidentiality protections.

Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the billing/contact addresses provided above or to an alternate address specified in writing by the receiving party.

Patient Information (if applicable)

Insurance and Billing Information

Medical History and Administration

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes prior proposals and communications. Amendments must be in writing signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall remain in full force. This Agreement shall be governed by the laws of the state specified below; disputes shall be resolved by the exclusive forum specified by agreement of the parties.

Sign Now