Healthcare Medical Supplies Contract

HEALTHCARE MEDICAL SUPPLIES CONTRACT

This Healthcare Medical Supplies Contract (the "Agreement") is made and entered into as of (Effective Date), by and between:

Parties

and

Scope of Supply

Supplier shall provide the medical supplies, devices and associated materials described in Schedule A (the "Supplies"). The Supplies shall conform to the specifications, quantities and delivery schedule set forth in Schedule A. Supplier warrants that the Supplies will be free from defects in material and workmanship and will conform to the agreed specifications.

Pricing and Payment

The price for each item of Supply shall be as set forth in Schedule A. Unless otherwise agreed in writing, Provider shall pay Supplier the invoiced amounts within days from receipt of a correct invoice. Overdue amounts shall accrue interest at per month.

Delivery and Acceptance

Delivery shall be FOB Destination unless otherwise stated in Schedule A. Risk of loss shall pass to Provider upon Provider's receipt and acceptance of the Supplies. Provider shall inspect delivered Supplies and provide written notice of rejection for nonconforming Supplies within calendar days of delivery. If Provider does not provide timely notice, the Supplies will be deemed accepted.

Warranties and Recalls

Supplier warrants that the Supplies (a) conform to specifications and applicable regulatory requirements, (b) are free from defects in material and workmanship, and (c) are suitable for the intended clinical use for a period of months from acceptance. Supplier's sole obligation for breach of warranty shall be, at Supplier's option, repair, replacement or refund of the purchase price. This warranty is in addition to any applicable implied warranties that cannot be disclaimed by law.

In the event of a recall, safety notice, or correction related to the Supplies, Supplier shall promptly notify Provider and shall, at Supplier's expense, coordinate and execute recall and remediation activities. Supplier shall indemnify Provider for costs reasonably incurred as a direct result of Supplier's failure to perform such obligations.

Privacy, PHI and Regulatory Compliance

Supplier acknowledges that Supplier may encounter Protected Health Information (PHI) in the performance of this Agreement. Supplier shall comply with all applicable federal and state privacy laws and regulations governing PHI, shall implement administrative, physical and technical safeguards appropriate to the size and complexity of Supplier's operations, and shall limit use and disclosure of PHI to the minimum necessary to perform obligations under this Agreement.

Supplier certifies that it will: (i) use PHI only for permitted purposes under this Agreement; (ii) not use PHI for marketing, research or any purpose not expressly authorized; (iii) report any security incident or unauthorized disclosure of PHI to Provider without unreasonable delay; and (iv) cooperate with Provider in fulfilling patient requests or regulatory inquiries related to PHI disclosure.

Insurance, Indemnification and Liability

Supplier shall maintain insurance including commercial general liability, product liability, and professional liability (if applicable) with limits not less than per occurrence and evidence of such insurance shall be provided upon reasonable request. Supplier shall defend, indemnify and hold harmless Provider, its affiliates and their officers, directors and employees from and against all claims, liabilities, losses and expenses arising out of Supplier's breach of this Agreement, negligence, willful misconduct, or violation of applicable law, including obligations with respect to the Supplies.

Neither party shall be liable to the other for incidental, consequential, punitive or special damages, except in cases of willful misconduct, gross negligence, or breaches involving PHI or recalled products.

Term, Termination and Suspension

The initial term of this Agreement shall be and shall automatically renew for successive terms of unless either party provides written notice of non-renewal at least days prior to expiration.

Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Provider may suspend orders or terminate immediately if Supplier's actions present an immediate risk to patient safety.

Records, Audit Rights and Confidentiality

Supplier shall maintain accurate records of manufacturing, testing, lot numbers, distribution and complaints relating to the Supplies for a period of no less than years. Provider shall have the right to audit Supplier's relevant records upon reasonable notice to verify compliance with this Agreement and applicable law.

Force Majeure; Assignment; Amendments

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, acts of government, strikes, pandemics, supply chain disruptions, or other events of force majeure. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger or sale. This Agreement may be amended only by a writing signed by both parties.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as either party may specify by notice).

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith through negotiation and, if unresolved, submit the dispute to binding arbitration before a mutually agreed arbitrator. Either party may seek injunctive relief in a court of competent jurisdiction to prevent unauthorized disclosure of confidential information or to address imminent patient safety issues.

Miscellaneous Provisions

This Agreement, including Schedule A, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations. If any provision is held invalid, the remaining provisions will remain in full force and effect.

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