Participation Agreement

This Participation Agreement(“Agreement”) is entered into and effective on date of enrollment, by and between MedACCESS, Inc. (“PSMA”) a Delaware corporation, and the enrolled practice or entity (“Purchaser”).

MEMBERSHIP IN PSMA CONNECT IS FREE AND THERE IS NO OBILIGATION TO PURCHASE.

PSMA is a health care, group purchasing organization (GPO) and has negotiated discount pricing contracts, with certain distributors, manufacturers, vendors, and has affiliate agreements with certain other GPOs providing Purchaser access to discounted pricing for products and services used in the conduct of Purchaser’s business. Purchaser desires to purchase such products and services in an effort to reduce Purchaser’s administrative burden and to lower Purchaser’s costs of healthcare delivery. Therefore, in consideration of the mutual agreements set forth herein, PSMA and Purchaser agree as follows:

Subject to the terms of this agreement, PSMA grants Purchaser a limited license to access the favorable pricing available through the cooperative program and to any affiliate agreement contracts negotiated.

Both Parties desire for PSMA to be able to expand its scope of access to discounted products and services available to Purchaser by having PSMA negotiate agreements with other GPOs to access their contracts. Purchaser hereby gives PSMA limited agency authority to act as the Purchaser’s purchasing agent and (1) enroll the Purchaser with other GPO programs (2) sign each GPO’s applicable membership agreements on Purchaser’s behalf of purchaser, so long as there is no obligation on the part of the Purchaser to purchase products or services and no membership fees payable by Purchaser required under the terms and conditions of the GPO’s membership agreement, (3) terminate any memberships PSMA has entered the purchaser in (4) accept (for subsequent distribution by PSMA to purchaser) any disclosures, reports, and/or other notices that Provista, or other GPO may prepare pursuant to the requirements of the federal health care program anti-kickback laws GPO safe harbor, 42 C.F.R §1001.952(j). Purchaser agrees and desires that any GPO membership PSMA has entered the purchaser into terminates when PSMA no longer has an agreement with that specific GPO or the purchaser. Purchaser agrees and desires for PSMA to be the Primary GPO with our approved distributors, manufactures and vendors.

Purchaser, understanding that the power of a group purchasing program is in the member’s support of the contracted products and services, agrees to use reasonable effort to purchase products through the program. Purchaser will give contracted products the opportunity to prove their quality and cost effectiveness.

Purchaser, its employees and their families are entitled to make unlimited use of some of the program for their respective non-business, personal purchases through the Employee Saving Program.

Purchaser understands that PSMA may receive fees of varying amounts, either directly or indirectly from suppliers based on the purchaser’s purchases. The majority of the fees received are less than 2% of the total sales of contracted items to the purchaser.

The initial membership is for 24 months, commencing on the Effective Date. After the initial term, on each anniversary of the Effective Date, the term will automatically renew for an additional 12-month term. Either party may cancel at any time.

PSMA makes no warranties or representations as to the goods purchased. Purchaser’s sole remedy will be under the warranty, if any made by Vendors. PSMA HAS MADE NO AFFIRMATION OF FACT AND HAS MADE NO PROMISE RELATING TO THE GOODS BEING PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA, THAT HAS BECOME ANY BASIS OF THE BARGAIN. FURTHER, PSMA HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE GOODS PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA, THAT HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE GOODS WOULD CONFORM TO ANY AFFIRMATION OR PROMISE. PSMA MAKES NO WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE GOODS OR SERVICES PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA. PSMA MAKES NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSES WHATSOEVER WITH RESPECT TO THE GOODS PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA.

Any controversies or disagreements arising out of, or relating to, this Agreement or the breach thereof, will be settled by arbitration in accordance with the rules then existing of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The laws of the State of Alabama shall govern this Agreement.