Healthcare Drug Store Contract

HEALTHCARE DRUG STORE CONTRACT

Parties and Effective Date

This Contract is entered into on Effective Date: by and between Healthcare Facility:

and Drug Store:

Recitals and Definitions

WHEREAS, Healthcare Facility requires prescription and non-prescription pharmaceuticals, supplies, and associated dispensing services; and WHEREAS, Drug Store is licensed to distribute pharmaceuticals and agrees to supply such products and services under the terms set forth herein.

Definitions: "Goods" means finished pharmaceutical products, over-the-counter products, and medical supplies provided by Drug Store. "Services" means dispensing, labeling, packaging, delivery, returns handling, inventory management, and reporting obligations. "Controlled Substances" means products regulated under federal and state controlled substances law.

Scope of Services

Drug Store shall supply Goods and perform Services consistent with accepted pharmacy practice and applicable law. Services include: accepting Facility orders, dispensing pursuant to lawful prescriptions, labeling with required directions and warnings, providing batch/lot information, and delivering Goods to Facility delivery location. Drug Store shall maintain inventory sufficient to fill routine orders within lead time not to exceed days unless otherwise agreed in writing.

Ordering, Delivery, and Acceptance

Orders shall be submitted by Facility to Drug Store by the agreed ordering method and shall state required delivery date. Title and risk of loss for Goods pass to Facility upon delivery and Facility acceptance. Facility shall inspect deliveries promptly and shall provide written notice of rejection for nonconforming Goods within days. Rejected Goods shall be returned at Drug Store cost unless rejection is due to Facility error.

Pricing, Invoicing, and Payment

Pricing for Goods shall be governed by the Pricing Schedule attached hereto or, if no schedule is attached, by Drug Store's standard list pricing less any agreed discounts. Invoices shall be submitted to Facility's billing contact. Payment is due net days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum legal rate.

Controlled Substances and Regulatory Compliance

Drug Store represents and warrants that it holds all licenses and registrations required to dispense Controlled Substances. Drug Store shall comply with federal and state controlled substances laws, maintain required records, ensure secure storage and handling, and permit inspection by authorized officials. Drug Store shall notify Facility in writing within hours of any recall, FDA or manufacturer safety communication, or any event that may materially affect patient safety.

Privacy, Confidentiality, and PHI

Each party shall comply with applicable privacy and security laws applicable to Protected Health Information ("PHI"). Drug Store acknowledges that it will create, receive, maintain, or transmit PHI on behalf of Facility and therefore shall act as a Business Associate subject to the following obligations: implement administrative, physical and technical safeguards; limit uses and disclosures to permitted purposes; ensure subcontractors agree to the same restrictions; report any security incident or unauthorized disclosure promptly; and assist Facility with patient requests where required by law.

Warranties, Indemnification, and Insurance

Drug Store warrants that Goods supplied will be of merchantable quality, not expired at time of delivery, and dispensed in compliance with applicable law. Each party shall indemnify and hold harmless the other from claims arising from its negligent acts or breaches of this Contract. Neither party shall be liable to the other for incidental or consequential damages except for liability arising from gross negligence or willful misconduct.

Audits and Record Retention

Drug Store shall retain dispensing records, lot/batch traceability, and other records relevant to Goods and Services for at least years and shall permit Facility or its authorized representative to audit such records during regular business hours upon reasonable notice. Audit findings that reveal noncompliance must be remediated by Drug Store within a commercially reasonable cure period.

Term, Termination, and Transition

The initial Term shall be months from the Effective Date and shall automatically renew for successive periods of months unless a party provides written notice of nonrenewal at least days prior to the end of the then-current term. Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Upon termination, Drug Store shall cooperate in an orderly transition of services and provide records necessary for patient care.

Recall, Adverse Events, and Reporting

Drug Store shall promptly notify Facility of any safety issues, recalls, complaints, or adverse events involving supplied Goods and shall cooperate to effect recalls, quarantines, or returns. Notifications of serious adverse events shall be provided no later than 24 hours after Drug Store becomes aware.

Force Majeure, Assignment, and Governing Law

Neither party shall be liable for failure to perform due to events beyond its reasonable control. This Contract may not be assigned without the other party's prior written consent, except to an affiliate. This Contract shall be governed by the laws of the state indicated in the Notices section below.

Notices

All notices required or permitted under this Contract shall be in writing and delivered to the contacts set forth below by certified mail, overnight courier, or hand delivery.

Miscellaneous Provisions

This Contract constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall continue in effect.

Acknowledgment

By signing below, the signatory represents that they are duly authorized to bind the respective party and that the party accepts and will perform its obligations under this Contract.

Sign Now