Location GPO Form

LOCATION GPO AGREEMENT

This Location GPO Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client operates or controls the premises located at the Location Address identified above and seeks to engage Service Provider for procurement, group purchasing coordination and related site-specific services (the "Services"); and

WHEREAS, Service Provider maintains group purchasing relationships, vendor agreements and administrative capabilities necessary to perform the Services at the specified location and is willing to provide such Services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide procurement coordination, vendor management, contract negotiation assistance, order consolidation and related group purchasing organization services tailored to the Location. Specific tasks, deliverables and performance metrics are described below:

2. PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fees and schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. Client is responsible for all reasonable collection costs incurred by Service Provider in enforcing payment.

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, will terminate on (the "Term").

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

Termination does not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law and Entire Agreement shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including pricing, vendor terms, purchasing volumes and customer lists.

Recipient shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) was known to Recipient without restriction prior to disclosure; (ii) becomes generally available to the public through no fault of Recipient; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective measures.

5. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, willful misconduct or negligent acts in the performance of its obligations hereunder.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, attachments or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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