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This Group Purchasing Organization Participation Agreement (this “Agreement”) is entered into the [___] day of [_____], [___] (the “Effective Date”), by and between the Rampart Corporation (“Rampart”), a Canadian corporation, and [________] (“Member”).

WHEREAS, Rampart is a Group Purchasing Organization that, directly and through its Subsidiaries and Affiliates (the “Providers”), negotiates purchasing agreements (“Group Purchasing Agreements”) with manufacturers and distributors of goods and services (“Vendors”) for the benefit of its Members;

WHEREAS Member is an organization that desires to obtain access to the Group Purchasing Agreements in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Definitions

Providers: Shall refer to Rampart, its subsidiaries, and its affiliates that assist in negotiating and facilitating Group Purchasing Agreements with Vendors.
Group Purchasing Agreement: A contract negotiated by Providers with Vendors that establishes pre-negotiated pricing, terms, and conditions for the purchase of goods and services. These agreements allow Members to access discounted pricing and other benefits through group purchasing.
Group Purchasing: The process by which multiple organizations (Members) collectively purchase goods and services through Rampart’s Group Purchasing Agreements.
Vendors: Manufacturers, distributors, or service providers that offer goods or services.
Member: The organization or entity that joins the GPO (Group Purchasing Organization) and participates in Rampart’s Group Purchasing Agreements to access discounted goods and services.
Distribution Partners: An organization or entity partnered with Rampart to distribute Rampart’s Group Purchasing Agreements and Group Purchasing Platform to prospective Members.

Group Purchasing Agreements

Authorization. Member hereby authorizes Rampart, directly and through the Providers, to act as its non-exclusive group purchasing agent for purposes of negotiating and entering into Group Purchasing Agreements. Notwithstanding the foregoing, this authorization shall be contingent upon Member’s proper and timely completion of any necessary enrollment forms. Nothing in any Rampart Group Purchasing Agreements shall, in any way, obligate Member to purchase, license or lease any goods, services, or intangible rights (“Covered Items”) thereunder.
Vendor Agreement Terms. Member acknowledges and agrees that before it may purchase through Group Purchasing Agreements, Rampart may need to ensure that its Vendors have no objection to granting Member access to Group Purchasing Agreements. Member further acknowledges and agrees that, in the event that Member purchases Covered Items pursuant to Rampart Vendor Agreement, Member shall comply with any and all applicable terms and conditions set forth in such Rampart Vendor Agreement. Member further acknowledges that Group Purchasing Agreement pricing and terms may change without notice to the Member.
Own Use; Not For Resale. In no event shall Member sell, resell, lease or otherwise transfer goods purchased through Group Purchasing Agreements to a third party unless expressly permitted by the terms of the applicable Rampart Vendor Agreement. Any breach of the foregoing representation and warranty may result in immediate termination of this Agreement.
Group Purchasing Agreement Continuity and Optimization. In the event of a termination of a Group Purchasing Agreement, or if equivalent or superior pricing becomes available with the same Vendor, Rampart reserves the right to move Members to a different Group Purchasing Agreement that provides comparable or improved pricing and terms. Rampart will notify Member of such changes in advance and ensure continuity of purchasing under the best available agreements.
Sharing of Member Information. Member acknowledges and agrees that Rampart will need to share Member information, including but not limited to purchasing data, contact details, and other Member-identifying information with Vendors and Providers for purposes directly related to the execution and facilitation of this Agreement.

Administrative Fees and Disclosure Reports

In General. Member acknowledges and agrees that, pursuant to the terms of Group Purchasing Agreements, Rampart may receive fees from Vendors (“Administrative Fees”), which are based upon purchases made by Member.
Disclosure Report. Rampart shall provide Member (or its authorized agent or designee) with, or provide Member with access to, an annual report listing Member’s purchases under Group Purchasing Agreements and the associated Administrative Fees received by Rampart based on such purchases.

Term and Termination

Term. The initial term of this Agreement shall commence as of the Effective Date and continue for three (3) years (the “Initial Term”). The Initial Term shall renew automatically from year to year until terminated in accordance with the terms set forth herein.
Termination Without Cause. Either party may terminate this Agreement at will and without cause at any time upon one hundred eighty (180) days’ prior written notice to the other party.
Termination For Cause. Either party may serve written notice of material breach of this Agreement to the other party, which notice shall specify the nature of the breach. If such material breach is not cured within thirty (30) days of the notice, or such additional time as is reasonably required and agreed to by both parties to cure such material breach, the non-breaching party may terminate this Agreement upon ten (10) days written notice thereafter.
Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, all provisions of this Agreement that contain obligations which extend past the termination date shall survive the termination or expiration of this Agreement.

Miscellaneous

Confidentiality. Except as provided below, neither party shall, during the term of this Agreement and for a period of three (3) years after the expiration or termination thereof, disclose to any third party, other than its employees or agents with a need to know who have been advised of the confidentiality restrictions contained in this Agreement, or use for any purpose other than compliance with this Agreement, any of the Confidential Information of the other party. Notwithstanding anything in this Agreement to the contrary, Rampart shall have the right to disclose the terms and conditions of this Agreement to Providers, Distribution Partners, Vendors with whom Rampart and Providers have Group Purchasing Agreements, and governmental regulatory entities. For purposes of this Agreement, the term “Confidential Information” includes: (i) any information which refers or relates to this Agreement, any agreements between Rampart and its Members, and any Group Purchasing Agreement, including but not limited to any information relating to Vendor pricing, Member data, Member lists, financial analyses, benchmarking, and comparative reports of any kind prepared by the other party; (ii) any information that a party marks as “Confidential,” “Proprietary” or with a similar indication prior to disclosure; and (iii) all information generated by a party that contains, reflects, or is derived from Confidential Information.Confidential Information shall not include any information that is: (i) publicly available through no fault of the receiving party; (ii) received from a third party who is not under an obligation of confidentiality to the disclosing party; (iii) known by the receiving party prior to disclosure by owner; (iv) developed by the receiving party independently from the Confidential Information of the owner; or (v) required to be disclosed by law or legal process, as determined by the receiving party based on the advice of legal counsel, so long as the party uses reasonable efforts to notify the disclosing party prior to such disclosure. The parties agree that money damages will not be a sufficient remedy for any breach of the confidentiality provisions of this Agreement. The non-breaching party shall be entitled to seek specific performance and/or injunctive relief, in addition to any other remedies available at law or in equity.
Assignment. This Agreement may not be transferred or assigned without the prior written consent of the non-assigning party; provided, however, that both parties may, without the consent of the other party, assign this Agreement to a successor in interest in the event of a merger or sale of substantially all of a party’s assets. Any attempt to assign this Agreement without the required consent shall be void.
Reporting Price Reductions; Compliance with Law. Member represents, warrants and guarantees that at all times during the Term of this Agreement, Member shall comply with all applicable laws. To the extent Member receives discounts, rebates or any other price reductions as a result of purchases under a Rampart Group Purchasing Agreement, or any other remuneration under this Agreement, Member may have a legal obligation to disclose such price reductions or remuneration to regulatory bodies, and Member agrees to comply with all such laws.
Member acknowledges and agrees that any savings analysis, cost comparison, or projected financial benefits provided by Rampart or its Providers is an estimate based on available data and assumptions at the time of calculation. Such estimates are for informational purposes only and do not constitute a guarantee of actual savings. Member further acknowledges that actual savings may vary due to factors beyond Rampart’s control, including but not limited to changes in pricing, purchasing volume, market conditions, or Vendor adjustments. Rampart disclaims any liability for discrepancies between estimated and actual savings.
Exclusion. Each party represents and warrants that it has never been, and shall never be, during the term of this Agreement, excluded from participation in any federal health care program (as such term is defined in 42 U.S.C. § 1320a-7b(f)) (“Federal Health Care Program”), or been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency. Each party represents and warrants that it has not been the subject of an actual, pending or threatened formal adverse action, as that term is defined in 42 U.S.C. § 1320a-7e(g). Each party agrees that it will notify the other party immediately in the event it is excluded from any Federal Health Care Program, or debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency, during the term of this Agreement.
Limitation of Liability. Neither party shall be liable for special, incidental or consequential damages under this Agreement, even if advised of the possibility thereof. All remedies available to an aggrieved party herein under this Agreement, at law, or in equity, are cumulative and not mutually exclusive. Rampart and its parent, subsidiaries, affiliates, directors, officers, agents and employees shall not be liable to Member for any act, or failure to act, in connection with any Rampart Group Purchasing Agreement (or Rampart program), including, but not limited to, any failure of a Vendor to furnish the Covered Items that the Vendor has agreed to furnish under any Rampart Vendor Agreement. Without limiting the generality of the foregoing, Rampart hereby disclaims and excludes any express or implied representation or warranty regarding any Covered Items under any Rampart Vendor Agreement (or Rampart program).
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the transactions contemplated hereby. This Agreement supersedes all written or oral prior agreements or understandings with respect to the subject matter hereof. This Agreement may not be amended or modified, and no provision of this Agreement may be discharged or waived, except by a writing signed by Rampart and Member. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.
Severability. In the event any provision of this Agreement is for any reason deemed to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.
Notice. Any notice required by this Agreement will be deemed to be properly given if sent by (1) certified or registered mail, return receipt requested, or (2) national courier service, such as federal express, at the addresses set forth below or at any other address of which notice has been properly given pursuant to the provisions of this Section:

To Rampart:

118 Highfield, Montréal, Québec, H3P1C8, Canada

Attn: Samuel F. Poirier, CEO

To Member:

___________________________

Attn: ______________________

10. Governing Law. This Agreement will be construed under and governed by the laws of Québec.

11. Independent Contractors. The parties to this Agreement are independent contractors and are solely responsible for the conduct of their respective employees, agents, and representatives in connection with the performance of their obligations under this Agreement. Neither party will, by entering into this Agreement, become liable for any of the existing or future obligations, liabilities or debts of the other party. Nothing in this Agreement will be construed as creating a partnership or joint venture between Rampart and Member.

12. Agency Authority. The person or entity signing this Agreement on behalf of Member represents to Rampart that it is the authorized agent of Member with authority to execute this Agreement on the Member’s behalf.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective authorized representatives.

MEMBER

Name:___________________________

By:___________________________

Title:___________________________

RAMPART

Name: Samuel F. Poirier