Premier Foodservice Program Terms and Conditions

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Roster Participant agrees to the following:

 

  1. Roster Participant hereby designates Premier Healthcare Alliance, L.P. ("Premier"), to act as Roster Participant's group purchasing agent for products purchased by Roster Participant through the group purchasing program (the "Program"). Roster Participant acknowledges and agrees that its participation in the Program is subject to the agreement (the "Master Agreement") entered into between Premier and NC State University ("Lead Public Agency") as part of the competitive bidding process conducted by Lead Public Agency. Roster Participant hereby acknowledges and agrees that Premier will act as Roster Participant's primary group purchasing organization for purchasing the products and services available under the Program through the Master Agreement.
  2. Roster Participant is notified that, in consideration of the administrative services rendered in connection with the Program, the participating vendors from which Roster Participant may purchase goods or services will pay an administrative fee of three percent (3%) or less of the purchase price of the goods or services provided by that vendor and such fee may be apportioned between Premier, its affiliates and U.S. Communities pursuant to separate written agreements. On an annual basis, Premier or its affiliates shall provide Roster Participant written notice of the amount of administrative fees received directly from vendors with respect to purchases made by or on behalf of Roster Participant.
  3. Roster Participant will list on Schedule 1 attached to this application the facilities that it intends to serve as child sites subject to the terms of this Letter of Participation. Roster Participant may update the child site list upon written notice to Premier consistent with the terms of this Letter of Participation. Roster Participant represents that it has authority over all purchases, including liability for payment of invoices, for each child site listed and that it has the authority to sign and bind each child site to the terms of this Letter of Participation.
  4. Roster Participant represents and warrants that it complies with all applicable federal, state and local laws and regulations and that it has not (a) been listed by any federal or state agency as excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs or (b) been convicted of any crime relating to any federal and/or state program.
  5. Roster Participant shall indemnify, defend and hold Premier, its affiliates and their respective officers, directors, shareholders, employees, successors, agents and assigns ("Premier Indemnitees"), harmless from and against any claims, liabilities, damages, judgments or other losses imposed upon or incurred by any of the Premier Indemnitees arising out of or as a result of: (a) the breach by Roster Participant or its officers, directors, employees, affiliates, or other agents of any of Roster Participant's representations, warranties, duties or obligations under this Letter of Participation or (b) the negligence or willful misconduct of Roster Participant, or its officers, directors, employees, affiliates, or other agents, in connection with its participation in the Program. For purposes of this Letter of Participation, with respect to Premier, "affiliates" shall mean Premier Healthcare Alliance, L.P., its general partner and Premier Healthcare Solutions, Inc., a Delaware corporation doing business as Premier, Inc.
  6. Roster Participant will use all products and supplies it purchases through the Program solely for its own operations and will not re-sell any such products or supplies outside of the Roster Participant's business operation as indicated on this Letter of Participation or use any such Products to provide services for a facility that is not listed as a child site on Schedule 1.
  7. Roster Participant acknowledges and agrees that any action by Roster Participant which is inconsistent with the Program's spirit of intent or participation requirements may result in the termination by Premier, at Premier's sole discretion, of Roster Participant's participation in the Program, provided that Premier provides written notice of any such termination to the Roster Participant. By signing this Letter of Participation, Roster Participant acknowledges its intent to: (i) participate in the Program and (ii) comply with the participation requirements described herein.
  8. This Letter of Participation may be canceled without cause or penalty at any time by Premier or Roster Participant by giving at least thirty (30) days written notice of cancellation to the other.
  9. This Letter of Participation represents the entire agreement between Premier and Roster Participant regarding the Program and supersedes any prior oral or written agreement concerning such subject matter.
  10. Subject to applicable laws, Roster Participant agrees to protect the confidentiality of the Program's group contract prices and terms and in no event to leverage the Program's prices to obtain a better price. Roster Participant (and its agents, employees and representatives) shall keep confidential the proprietary and confidential information of Premier and its affiliates and shall not disclose such information to any third parties other than Roster Participant's employees with a need to know (who have been made aware of this provision by Roster Participant and agree in writing to comply with it). Such confidential information includes without limitation Premier's and its affiliate's plans, reports, proposals, agreements, organizational documents, clinical studies, software, pricing information, contract catalogs (printed and electronic) and contract terms and pricing of participating vendors. Roster Participant's obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of its membership in Premier and for a period of five (5) years thereafter.
  11. Premier shall have the right to assign this Letter of Participation and its rights and obligations hereunder to any of its affiliates.
  12. In the event Roster Participant is operated by a state, federal or municipal agency and therefore subject to applicable open records laws which may require Roster Participant to release confidential or proprietary information of Premier, Roster Participant agrees to promptly notify Premier of any request under such laws for the release of such information. Further, Roster Participant shall cooperate in good faith with Premier and use its best efforts to assist Premier in preventing the release of such information to the extent consistent with applicable law.
  13. Roster Participant hereby acknowledges that the discounts available under Program contracts are exclusive of any additional incentives or rebates that may be offered by contracted suppliers under separate programs. Roster Participant hereby agrees not to attempt to access such other incentives or rebates to the extent the applicable products or supplies purchased by Roster Participant are purchased under Program contracts.
  14. Roster Participant agrees to utilize the Program's authorized foodservice distributor (the "Authorized Distributor") as its prime vendor for foodservice distribution when accessing products and supplies through the Program.
  15. Roster Participant agrees to comply with the terms and conditions of participation in the Premier foodservice distribution program and manufacturer programs.
  16. Roster Participant agrees, upon termination of its participation in the Program, to promptly purchase or cause a third party to promptly purchase any remaining inventory of specially ordered and/or proprietary products stocked exclusively for the Roster Participant.
  17. Roster Participant will receive all rebates earned as a result of the Committed Manufacturer Agreement program via Electronic Funds Transfer (EFT). Rebates earned will be deposited directly to your secure financial institution. Please complete the Premier Rebate Direct Deposit Form.