Healthcare Reseller Agreement

Healthcare Reseller Agreement

Parties and Effective Date

This Healthcare Reseller Agreement ("Agreement") is entered into by and between Provider Name: and Reseller Name: .

Effective Date:

Recitals

WHEREAS, Provider develops, markets, and supplies certain healthcare products and related services listed in Schedule A (the "Products"); and WHEREAS, Reseller desires the non-exclusive right to market, distribute, and resell the Products to end users in accordance with the terms set forth herein; and WHEREAS, Provider is willing to grant Reseller such rights subject to the terms, conditions, and compliance obligations contained in this Agreement.

Definitions

Capitalized terms used in this Agreement shall have the meanings set forth herein and in Schedule A. For purposes of this Agreement, "Confidential Information" includes business and technical information, pricing, customer lists, trade secrets and Protected Health Information (PHI) as defined by applicable law.

Appointment; Scope

Provider hereby appoints Reseller, and Reseller accepts appointment, to act as a reseller of the Products subject to the terms of this Agreement. The appointment is Territory: , on a Exclusive Non-Exclusive basis.

Products; Orders; Delivery

Products covered by this Agreement are identified in Schedule A. Reseller shall submit purchase orders in writing. Provider shall accept or reject orders in writing within the time specified in Schedule A. Title and risk of loss shall pass as set forth in the applicable order confirmation.

Pricing; Payment; Taxes

Reseller will purchase Products at the prices set forth in Schedule A or as otherwise agreed in writing. Reseller shall pay Provider within days of invoice. Commission or margin to Reseller, if any, will be: .

All amounts are stated in and are exclusive of taxes. Reseller shall be responsible for sales, use, value added, and other taxes applicable to Reseller's resale of the Products, except taxes based on Provider's net income.

Regulatory and Healthcare Compliance

Reseller shall comply with all applicable federal, state, and local laws and regulations governing the marketing, sale, distribution, and handling of the Products, including without limitation laws relating to healthcare fraud and abuse, anti-kickback statutes, the Physician Self-Referral law, product labeling and applicable medical device or drug regulations.

If Reseller will access, receive, transmit, or store Protected Health Information (PHI) in performing this Agreement, Reseller shall comply with all applicable privacy and security laws and shall execute a business associate agreement with Provider prior to any PHI exchange.

Marketing; Trademarks; Materials

Reseller may use Provider's trademarks and marketing materials solely as authorized in writing by Provider. All marketing materials referencing clinical claims or product performance must be submitted to Provider for prior written approval. Reseller shall not make representations concerning the Products that are inconsistent with Provider's specifications or labeling.

Warranties; Recalls; Adverse Events

Provider warrants that Products will materially conform to Provider's specifications at the time of delivery. Except as expressly stated in this Agreement, Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Reseller shall promptly notify Provider of any product complaints, adverse events, or potential safety issues and shall cooperate with Provider in any recall, correction, or investigation. Provider reserves the right to require return or destruction of Products at Provider's expense when necessary to address a safety concern or regulatory requirement.

Confidentiality and Data Security

Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information and, in any event, no less than reasonable care. Confidential Information shall not be used except to perform obligations or exercise rights under this Agreement.

Indemnification; Insurance

Each party indemnifies the other from claims arising from its negligent acts, willful misconduct, or breach of this Agreement. Reseller shall maintain commercial general liability and product liability insurance with limits no less than per occurrence and shall provide certificates of insurance upon Provider's request.

Limitation of Liability

Except for liability resulting from willful misconduct, gross negligence, bodily injury, death or breach of confidentiality obligations, neither party shall be liable to the other for indirect, special, incidental, or consequential damages. Provider's aggregate liability arising under this Agreement shall not exceed the amount paid by Reseller to Provider in the twelve (12) months preceding the claim.

Term; Termination

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Provider may terminate immediately for regulatory noncompliance affecting the Product.

Records; Audit Rights

Reseller shall maintain accurate records related to sales of the Products, customer information, and payments for a period of no less than years. Provider shall have the right to audit such records upon reasonable notice during normal business hours not more than once per calendar year, except where noncompliance is reasonably suspected.

Notices

Assignment; Governing Law; Dispute Resolution

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. This Agreement shall be governed by the laws of without regard to choice of law principles. The parties will attempt to resolve disputes in good faith by negotiation and, if unresolved, submit to binding arbitration in the agreed venue.

Miscellaneous

This Agreement, including its Schedules, constitutes the entire agreement between the parties and supersedes all prior proposals and agreements relating to its subject matter. Any amendment must be in writing and signed by both parties. If any provision is held unenforceable, the remainder shall remain in full force and effect.

Certifications and Acknowledgments

Reseller certifies that it will not engage in marketing or sales practices that violate applicable healthcare laws, will not offer or accept improper inducements, and will accurately represent Provider's Products. Reseller further certifies that it will cooperate with Provider in any regulatory inquiries.

Additional Provisions (Optional)

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