Version: December 21, 2023

This Membership Agreement (“Agreement”) is entered into by and between TALAR CAPITAL PARTNERS LLC dba talar medical (“TCP GPO”) and the entity identified on line one of Section 1 on the reverse side (“Member”).

WHEREAS, TCP GPO is a specialty group purchasing organization formed for the benefit of health care providers and, on behalf of such members, negotiates prices with manufacturers (collectively, “Vendors”) for the purchase by its members of podiatric products, including, but not limited to, durable medical equipment, pharmaceutical products, over-the-counter supplies and services; and

WHEREAS the member is an approved health care provider that desires to access contracts negotiated between TCP GPO and Vendors for member’s own use.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows:

1. OWN-USE. Members intend to purchase products under TCP GPO negotiated vendor agreements (“TCP GPO Vendor Agreements”) exclusively on its own behalf and for its patients. Member shall not purchase such products for resale nor shall Member sell, transfer, or distribute such products to persons other than Member’s patients. Members may not act as resellers of products purchased through TCP GPO.  All sales under TCP GPO Vendor Agreements must be restricted to the end user only.
   
   
2. ACCESS. During the term of this Agreement, Member may have access to the TCP GPO Vendor Agreements in connection with its purchases of products and/or services. Pursuant to TCP GPO Vendor Agreements and applicable law, however, the Vendor is permitted to make the final determination concerning whether Member is eligible to access the contract prices available under the TCP GPO Vendor Agreements. TCP GPO will provide to the Vendors all relevant information received from Member to establish Member’s entitlement to participate under the TCP GPO Vendor Agreements, but TCP GPO does not guarantee Member’s acceptance in any contract program. Members shall provide TCP GPO and Vendors with records as required under the TCP GPO Vendor Agreements.
   
   
3. CONFIDENTIALITY. Member shall keep all information that it receives, in any form, from TCP GPO regarding contract prices, programs, price lists, and other items, strictly confidential and shall not directly or indirectly reveal, report, publish, disclose, or transfer this information for any purpose.
   
   
4. PURCHASE DATA RELEASE. Member agrees to provide and authorize Vendors, wholesalers, medical distributors, and other suppliers to release purchase product, volume, and pricing data to TCP GPO for contracting and administrative purposes and for monitoring purchasing irregularities. Further, Member shall inform its wholesaler or distributor that TCP GPO is its primary contracting source and that TCP GPO contracts shall be utilized for purchases by Member whenever the TCP GPO contract price is equal to or better than any other contract price then available to Member.
   
   
5. COMPLIANCE WITH LAWS. Member and TCP GPO shall comply with all applicable laws and regulations, including all applicable disclosure and reporting obligations under the federal Anti-Kickback Statute, set forth at 42 U.S.C. § 1320a-7b(b), the regulations promulgated thereunder, including 42 C.F.R. §§ 1001.952(h) and 1001.952(j) and comparable state laws and regulations (collectively, the “Applicable Laws”). Member acknowledges that nothing herein or in any agreement between TCP GPO and a manufacturer, supplier, vendor, wholesaler, or distributor shall be interpreted to obligate TCP GPO to make reports required of Member under the Applicable Laws, it being understood that such reporting obligations apply to Member and that Member shall be solely and exclusively responsible for making such reports. Members acknowledge that TCP GPO may own equity interests in Vendors. Member acknowledges that TCP GPO does receive from certain Vendors administrative fees of up to 3% of the purchase price of products and services purchased by Member. In the event that TCP GPO receives an administrative fee from a vendor that exceeds 3% of the purchase price of the products and services purchased by Member, TCP GPO shall on a schedule attached hereto (which schedule shall become a part of this Agreement), specify the amount or if not known the maximum amount, TCP GPO will be paid by such vendor for such Member’s purchases.  Such an amount may be a fixed sum or a fixed percentage of the value of purchases made from the Vendor by the Member.  At least annually, TCP GPO shall provide notice to Member of administrative fees received from each Vendor for Member’s purchases.
   
   
6. TCP GPO RESPONSIBILITY. TCP GPO shall act as purchasing agent (as defined under 42 C.F.R. § 1001.952(j)) for Member. TCP GPO will act on behalf of Member to negotiate contracts with Vendors of podiatric or other products and services, to permit purchases by Member in accordance with terms of such contracts. TCP GPO will use all reasonable efforts to verify all rebates and market share information pertaining to Member and to keep Member informed of product and price changes. TCP GPO shall also remit to Member any verified rebate due Member in a timely manner after TCP GPO’s receipt of any such rebate from the manufacturer; provided, TCP shall have no liability with respect to rebates on behalf of the Member.
   
   
7. TERMINATION. The term of this Agreement shall commence upon full execution of this Agreement and shall continue until terminated. TCP GPO or Member may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other party. TCP GPO may terminate this Agreement upon thirty (30) days’ written notice to Member if Member breaches any term or provision of this Agreement. Upon termination of this Agreement, TCP GPO shall have no further obligations under this Agreement. Additionally, Member shall upon termination return all programs, written information and other items received in connection with Member’s participation in TCP GPO. Sections 3, 5, 8, 10, 11, and 12 and this Section 7 shall survive termination.
   
   
8. VENDOR INVOICES. Members shall pay all Vendor invoices according to Vendors’ terms and conditions. Member shall hold harmless TCP GPO for any liability resulting from Member’s failure to make such payment or for its failure to receive from a Vendor any discounted pricing and/or its receipt of misbranded or adulterated products from a Vendor.
   
   
9. AFFILIATES. Member acknowledges that this Agreement pertains to all facilities owned, operated, or controlled by, or under common control with, Member, including all facilities owned, operated, or controlled by, or under common control with, any person which is owned, operated or controlled by, or under common control with, Member. Such person agrees to be subject to and bound by the same rights and obligations of Member hereunder. Member agrees to and shall keep TCP GPO advised, in writing, of any material changes to Member, including information contained in the Membership Application.
   
   
10. RELEASE. Members acknowledge and agrees that the services and information provided by TCP GPO in its catalogs or in connection with any other of its services are strictly informational and for advisory purposes only. TCP GPO is not rendering any professional advice, and Member hereby agrees that TCP GPO shall not be liable to Member for its use or misuse of any such information or service, including information contained in TCP GPO Vendor Agreements.
    
    
11. NOTICES. Any notice required to be given pursuant to this Agreement shall be in writing and sent by certified mail, return receipt requested or overnight delivery service or verifiable telephonic facsimile to the party’s address or fax number, as the case may be, set forth herein.
    
    
12. GOVERNING LAW/ASSIGNMENT. This Agreement shall be governed and interpreted under the laws of the State of Delaware without regard to conflict of laws principles. This Agreement may not be assigned by Member without TCP GPO’s prior written consent.