This Vendor Agreement (this “Agreement”) is made as of [EFFECTIVE DATE] between Nopsonia Health Solutions Inc. (“NHS”) and [VENDOR LEGAL NAME] (the “Vendor”).
Recitals
NHS operates a network of independent healthcare clinics (“Members”) with access to negotiated purchasing arrangements. Vendor wishes to make its products and/or services (“Products”) available to Members on preferred terms.
1. Preferred Pricing
Vendor will make the Products available at the pricing in Schedule A, which Vendor represents is no less favourable than pricing an individual clinic of comparable volume would typically obtain purchasing independently.
2. Non-Exclusive Arrangement
This Agreement is non-exclusive. NHS may contract with other vendors offering comparable Products, and Members may choose freely among any Vendor Agreements NHS makes available for a category. Vendor may continue selling Products outside this arrangement.
3. Administrative Fee
Vendor will pay NHS an administrative fee equal to [PERCENTAGE]% of the net purchase price of Products purchased by Members, remitted quarterly with a purchase report.
4. Orders, Delivery & Product Responsibility
Vendor is solely responsible for order fulfilment, delivery, product quality, warranty, and recall or safety obligations. NHS is not a party to the sale transaction between Vendor and any Member. Vendor will maintain product liability insurance of not less than [$2,000,000] per occurrence and name NHS as an additional insured where commercially available.
5. Trademarks & Marketing
Vendor grants NHS a non-exclusive, royalty-free licence to use Vendor's name, logo, and Product descriptions to promote the pricing to Members. NHS grants Vendor a corresponding limited licence to identify itself as an “NHS Network Vendor” subject to NHS's brand guidelines.
6. Limitation of Liability
Except for indemnification obligations, breach of confidentiality, or non-excludable liability, neither Party's aggregate liability will exceed administrative fees paid in the twelve (12) months preceding a claim, and neither Party is liable for indirect or consequential damages. Vendor indemnifies NHS and Members for claims arising from a Product defect or misrepresentation; NHS indemnifies Vendor for unauthorized use of Vendor's trademarks.
7. Confidentiality & Data Protection
Each Party will keep the other's pricing and business terms confidential and will comply with the Personal Information Protection and Electronic Documents Act (Canada) and applicable provincial privacy legislation regarding any personal information exchanged in connection with order fulfilment.
8. Term & Termination
Initial term of one (1) year, renewing annually unless either Party gives sixty (60) days' notice of non-renewal. Either Party may terminate immediately for the other's uncured material breach, insolvency, or loss of a required licence.
9. Governing Law
The laws of the Province of Saskatchewan and applicable federal laws of Canada. If NHS's network expands to additional provinces, the Parties may amend this Agreement to extend the Program Pricing there.
10. General
Entire agreement on this subject; assignment requires consent except to an NHS affiliate or successor; invalid provisions severable; counterparts permitted.
IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.