Legal Rebates Terms Conditions

LEGAL REBATES TERMS AND CONDITIONS

This Legal Rebates Terms and Conditions (the Agreement) is entered into as of by and between Provider Name: with a principal place of business at ("Provider"), and Participant Name: with a principal place of business at ("Participant").

RECITALS

WHEREAS, Provider operates a rebate program under which eligible purchasers or participants may receive a monetary rebate subject to the terms set forth herein; and

WHEREAS, Participant desires to participate in Provider's rebate program and to submit claims for rebates in accordance with the procedures, eligibility criteria, and documentation requirements established by Provider; and

WHEREAS, Provider and Participant wish to memorialize the rights and obligations of each party with respect to rebate calculations, verification, payments, tax treatment, audits, confidentiality, and dispute resolution.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Rebate" means the monetary payment payable by Provider to Participant under this Agreement as consideration for Eligible Purchases, calculated in accordance with Section 3.

1.2 "Eligible Purchase" means a purchase made during the Program Period that meets the eligibility criteria set forth in Section 2 and any product- or service-specific rules published by Provider and provided to Participant in writing.

1.3 "Claim" means a completed rebate claim submitted by Participant in accordance with Section 4 and supported by the required documentation.

2. ELIGIBILITY AND ENROLLMENT

2.1 Eligibility. Participant shall be eligible to participate only if Participant satisfies all conditions specified by Provider, including without limitation minimum purchase amounts, qualifying product categories, and compliance with applicable laws. Provider reserves the right, in its sole discretion, to disqualify purchases or participants that are fraudulent, promotional, returned, or otherwise ineligible.

2.2 Enrollment. To enroll, Participant must complete Provider's enrollment process and deliver any required enrollment documentation to Provider's notices address set forth in Section 14. Enrollment does not guarantee rebate eligibility; eligibility is subject to verification by Provider.

3. REBATE AMOUNT AND CALCULATION

3.1 Calculation. The Rebate shall be calculated as follows:

Rebate Program Name: • Rebate Rate/Amount: • Maximum Rebate per Participant:

3.2 Adjustments. Provider may pro-rate or adjust any Rebate for partial periods, returns, credits, discounts, rebates previously paid, or promotional considerations. Provider's determination of the applicable Rebate for any Eligible Purchase shall be final and binding, provided it is made in good faith and consistent with this Agreement.

4. CLAIM SUBMISSION AND DOCUMENTATION

4.1 Submission. Participant must submit Claims no later than following the date of the Eligible Purchase. Claims received after such deadline may be rejected. Claims must be submitted to Provider's notice address or to the contact specified below.

Required Documentation: Participant shall furnish legible copies of invoices, proof of payment, serial numbers (if applicable), purchaser identification, and any other documents reasonably requested by Provider to substantiate the Claim.

5. VERIFICATION, AUDIT RIGHTS, AND RECORDS

5.1 Verification. Provider shall have the right to verify the accuracy of any Claim. Verification may include review of invoices, inventory records, purchase orders, shipping documents, payment records, and other business records.

5.2 Audit Rights. For a period of twenty-four (24) months after payment of a Rebate, Participant shall retain and permit Provider or its designated agents to audit relevant records during normal business hours upon reasonable notice. If an audit reveals an overpayment to Participant, Participant shall promptly reimburse the overpaid amount with interest at the lesser of 1.5% per month or the maximum lawful rate.

6. PAYMENT TERMS

6.1 Timing. Provider will pay approved Rebates within sixty (60) days after Provider completes verification of the Claim, unless otherwise agreed in writing. Provider is not obligated to pay any Rebate until verification is complete.

7. TAXES AND WITHHOLDING

7.1 Participant shall be solely responsible for all federal, state, local, and other taxes, assessments, and duties arising from receipt of any Rebate. Provider may withhold amounts required by law and shall provide Participant with documentation of any withholding.

7.2 Participant shall provide Provider with any tax forms reasonably required to facilitate payment, and Participant agrees to indemnify Provider for any tax liability arising from Participant's failure to provide accurate tax information.

8. CONFIDENTIALITY

8.1 Each party acknowledges that certain information disclosed in connection with this Agreement may constitute Confidential Information. Confidential Information shall include program terms, pricing, claimant data, and other non-public business information. Each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than a reasonable standard of care.

8.2 Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) is independently developed by the receiving party; or (c) is rightfully received from a third party without restriction.

9. REPRESENTATIONS, WARRANTIES, INDEMNIFICATION, LIMITATION OF LIABILITY

9.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Participant further represents that claims submitted are true, accurate, and complete.

9.2 Indemnification. Participant shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of Participant's breach of this Agreement, fraudulent claims, or the inaccuracy of any representation or warranty made by Participant.

9.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO PARTICIPANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the Effective Date and continues until the end of the Program Period specified below, unless earlier terminated in accordance with this Section.

Program Period Start: Program Period End:

10.2 Termination. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Provider may terminate this Agreement or modify program rules upon thirty (30) days' prior written notice to Participant; provided that termination does not affect the adjudication of Claims already submitted and received prior to the effective date of termination, subject to verification.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the party at the address set forth below or to such other address that may be designated by the receiving party in writing.

12. AMENDMENTS, WAIVER, COUNTERPARTS

12.1 Amendment. No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

13. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

Governing Law State:

13.2 Entire Agreement. This Agreement, together with any exhibits, schedules and written program rules incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. MISCELLANEOUS PROVISIONS

14.1 No Third-Party Beneficiaries. Except as expressly provided otherwise, this Agreement is for the sole benefit of the parties and their permitted successors and assigns and does not confer any rights upon any other person.

14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee agrees in writing to be bound by the obligations contained herein.

ACKNOWLEDGMENT

Participant acknowledges that Participant has read and understands this Agreement, that Participant's claims will be governed by its terms, and that any material misrepresentation or fraud in connection with Claims may result in denial of the Claim and recovery of amounts paid in error.

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