Healthcare Webstore Agreement

HEALTHCARE WEBSTORE AGREEMENT

This Healthcare Webstore Agreement (Agreement) is entered into as of by and between:

Provider Name:   Provider Address:

Webstore Operator Name:   Operator Address:

1. Definitions

"Webstore Services" means development, hosting, management, payment processing, content management, and customer-facing order fulfillment services provided by Operator to enable Provider to sell medical products, devices, supplies and related services online.

"Protected Health Information" or "PHI" has the meaning set forth in the Health Insurance Portability and Accountability Act and related regulations, and includes any individually identifiable health information exchanged or stored in connection with the Webstore Services.

2. Scope of Services

Operator will provide and maintain a webstore for Provider to offer products and services. Services include webstore design and configuration, product catalog management, secure checkout, payment gateway integration, inventory synchronization, order routing and fulfillment, customer support interfaces, and monthly reporting as specified in Exhibit A (Service Specifications).

3. Data Handling and HIPAA Compliance

Operator shall maintain administrative, physical and technical safeguards to protect PHI in accordance with applicable law. Operator acknowledges that in performing the services it may have access to PHI and agrees to: (a) use or disclose PHI only as required to perform obligations under this Agreement or as required by law; (b) implement reasonable safeguards to prevent unauthorized use or disclosure; and (c) report any security incident or unauthorized disclosure involving PHI to Provider without unreasonable delay.

Operator certifies that it will (select all that apply): Maintain a Business Associate Agreement where required Encrypt PHI in transit and at rest

4. Patient and Customer Data (Designated Contacts)

5. Insurance and Billing Information

6. Medical History and Sensitive Data Categories

7. Product Listing, Compliance and Recalls

Provider represents and warrants that all products listed on the Webstore are compliant with applicable laws, regulations and medical device or drug labeling requirements. Provider will promptly notify Operator of any mandatory recalls, safety notices or regulatory actions affecting products sold via the Webstore. Operator will implement removal and notification procedures as reasonably directed by Provider and consistent with applicable law.

8. Fees, Invoicing and Payment Terms

Provider shall pay Operator the fees set forth in Exhibit B. Unless otherwise stated, Operator shall invoice Provider monthly in arrears. Provider will pay undisputed invoice amounts within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

9. Confidentiality and Intellectual Property

Each party will treat Confidential Information of the other party in confidence and will not disclose such information except as required to perform obligations under this Agreement or as required by law. Provider retains all ownership rights in Provider trademarks, trade names, product data and clinical content. Operator retains ownership of platform software, templates and non-Provider-specific infrastructure.

10. Warranties, Liability and Indemnification

Each party represents that it has the authority to enter into this Agreement. Provider warrants product accuracy but makes no other warranties. Operator warrants that it will perform services in a professionally competent manner. Except for willful misconduct or gross negligence, neither party shall be liable for incidental, special or consequential damages. Each party shall indemnify the other against third-party claims arising from its breach of representation, negligence, or willful misconduct.

11. Term, Termination and Transition

This Agreement commences on the Effective Date and continues for an initial term of months, unless earlier terminated under this Section. Upon termination, Operator will, at Provider's election, return or securely destroy PHI and provide reasonable transition assistance for a commercially reasonable fee.

12. Insurance and Audit Rights

Operator shall maintain insurance sufficient to cover its obligations under this Agreement, including cyber liability and commercial general liability. Provider may, upon reasonable notice and during normal business hours, audit Operator's compliance with PHI safeguards and data handling obligations, subject to reasonable confidentiality protections.

13. Notices

All notices required by this Agreement shall be in writing and delivered to the addresses set forth above or to other addresses provided in writing by the parties. Notices shall be effective upon personal delivery, three (3) days after deposit in postal mail, or one (1) day after confirmed overnight courier.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state selected by Provider for dispute resolution. The parties will attempt to resolve disputes through good-faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the arbitration rules agreed by the parties.

15. Audit, Reporting and Metrics

Operator will provide monthly reports that include sales volume, refunds, chargebacks, inventory status, product returns, and any security incidents involving PHI. Provider may request ad-hoc reports with reasonable notice and cost allocation.

16. Authorization and Expiration

Provider authorizes Operator to collect, use and disclose PHI to the extent necessary to perform the Webstore Services. This authorization shall expire on unless earlier revoked in writing.

Provider acknowledges that this authorization may be revoked in writing, but that revocation will not affect any actions taken in reliance on the authorization prior to receipt of the revocation.

17. Miscellaneous

This Agreement, including any exhibits and appendices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior agreements. Any amendment must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or a successor in connection with a merger or sale of substantially all assets.

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