Participation Agreement

THIS PARTICIPATION AGREEMENT ("Agreement") is made December __, 2010 by and among PHYSICIANS PURCHASING ALLIANCE, LLC, a Florida limited liability company (“PPA”) with a business office located at 7800 West Oakland Park Boulevard, Suite E-214, Sunrise, Florida (“PPA Business Office”) and each of its members.
  1. Obligations of PPA. PPA acts to facilitate opportunities to obtain group discounts, pricing, deals or preferred products and services (“Benefits”) from various sources (“Vendors”) on behalf of physicians, medical practices and health care providers and groups who agree to execute and abide by the terms and conditions of this Agreement (individually, each member executing this Agreement is a “Participant”; collectively, all Participants comprise the “PPA Group”) (“Services”).
  2. Election of Benefits. Each Participant is free to elect participation in any Benefit made available to the PPA Group, provided however, each Benefit shall require Participant to acknowledge and agree to certain additional terms and conditions in advance of receiving any Benefit. Such terms and conditions may include, but shall not limited to, executing additional contracts and forms, disclosing certain business information, undertaking certain obligations and/or refraining from undertaking conflicting actions, the details of which will vary by Benefit and which shall be disclosed in advance of any additional obligation being undertaken by Participant.
  3. Obligations of Participant. Each Participant hereby understands and agrees: (i) to be identified as a Participant of the PPA Group for the purpose of PPA negotiating preferred pricing, deals and participants; (ii) to refrain from negotiating for professional insurance products and business services with any Vendor seeking to supply or supplying Benefits to the PPA Group; and (iii) to refer any legitimate professional insurance product or service inquiry to PPA to enable PPA to try and obtain a preferred rate for such product or service for the PPA Group. Notwithstanding the foregoing, each Participant shall have the ability to contract for the provision of insurance products and services upon its own terms, conditions and prices, at any place or time except as otherwise agreed to herein or in conjunction with the specific requirements or limitations of any specific Benefit they may select.
  4. Description of PPA Services. Upon the execution of this Agreement, Participant shall be entitled to subscribe for and receive Benefits upon those terms and conditions and rates as negotiated by PPA for the PPA Group with Vendors and as may be agreed to by a Participant. PPA shall communicate information about Benefits in the following manner:
    1. Access. An approved list of Benefits and Vendors shall be made available to Participants by PPA through ("Benefits Website") and in writing upon request. To access Benefits or information related to Benefits or the PPA Group from the Benefits Website, Participant will be required to be a Participant in good standing and to utilize a User ID and Password. Interaction with the Benefits Website shall be governed by the terms and conditions of this Agreement and the Benefits Website.
    2. Discounts. Benefits available to the PPA Group are typically based upon negotiated group discounts from a participating Vendor's usual and customary fees, or the national or regional fees for such Product. Participant's actual savings and benefits will vary depending upon Participant's physical location in the United States and the specific Benefit. Discounts and other Benefits available to Participants may not be combined with discounts from any other discount program. If PPA terminates its Vendor relationship or a Participant terminates its PPA Group membership, the Benefit then in effect along with any preferred product, price or deal will be terminated upon the termination provisions applicable to any PPA Group or Vendor Agreement.
    3. Changes. All Benefits are subject to discontinuation, change, modification, improvement or substitution without notice and PPA makes no representations or warranties with respect to, and accepts no responsibility or liability for, out of date or erroneous information related thereto.
    4. Limitations. PPA has negotiated with Vendors to acquire the best possible products, services, offers and discounts for the PPA Group. There is no guarantee that the advantages available to the PPA Group shall be any greater than any other offer made by any Vendor to any other person or group for any particular product, service, offer or discount or that if offered, will be available to the PPA Group upon terms and conditions acceptable to any Participant.
    5. Additional Documentation. In addition to ratifying this Agreement, Participant shall also be required to execute an agreement with the applicable Vendor to subscribe for a specific Benefit. While PPA acts to offer Benefits with distinct advantages to Participants, each Participant must independently investigate and make its own determination of the business value and risk of any specific Benefit. Additionally, Participant understands and agrees that while any Benefit obtained through PPA is voluntary, terms and conditions in a given Participant or Vendor agreement may limit a Participant’s right to act or may pose conflicts with a Participant’s existing business relationships or contract options. PPA shall not be held responsible for any choices or limitations that might exist that limit Participant’s Benefit choices.
  5. Membership Term; Renewals. This Agreement shall commence upon the execution date of this Agreement and shall terminate December 31 immediately following the one (1) year anniversary of the commencement date (“Initial Term”) unless sooner cancelled by either party in accordance with this Agreement. If not earlier terminated, this Agreement shall automatically renew after the initial Term for successive additional one (1) year terms unless notice of cancellation is given by Participant at least thirty (30) days prior to the applicable anniversary date (“Term”). PPA reserves the right, at its sole discretion, to change terms and conditions associated with Services and Benefits governed by this Agreement: (i) during the Initial Term or any renewal Term, with ninety (90) days advance notice to any Participant, or (ii) annually, within thirty (30) days of the expiration/renewal of any Term. PPA may also cancel this Agreement immediately if there is non-payment of any Service Fee . Either party may cancel this Agreement upon ninety (90) days written notice to the other party.
  6. Electronic Disclosure and Consent. PPA has been organized to efficiently operate at the lowest possible cost by harnessing technology to enable the electronic interchange of information regarding the group purchase and delivery of Benefits.
    1. Consent. Participant’s submission of a written or electronic application to PPA shall constitute consent to receive any and all disclosures, notices and other communications legally required to be provided regarding this Agreement in electronic form, and PPA will direct all future disclosures to Participant to the electronic mailing address provided in the initial application. Participant may request paper copies of required notices by sending such request to the PPA business office and PPA agrees to provide Participant with such disclosures at Participant’s sole cost. Participant has the right to withdraw this consent, but in such event PPA will immediately terminate this Agreement and/or the Benefit. To withdraw consent, Participant shall send such request to the PPA Business Office.
    2. Communication Requirements. Participant’s submission of an online application shall constitute an acknowledgement the software and hardware requirements necessary to regularly interact and participate with PPA. To access and retain PPA information, a Participant’s system must meet the following requirements: (1) a PC or Macintosh compatible computer or other Internet-ready device, (2) Internet Access, (3) an Internet browser such as Internet Explorer 4.0 or above, or another such equivalent Internet browser. To print or download disclosures, Participant must have a PC printer connection or sufficient hard-drive space available to save the disclosures.
    3. Member Profiles. Participant agrees to maintain accurate contact information and shall advise PPA immediately upon a change in electronic or US postal mail address.
  7. PPA Service Fee; Renewal Fees. There is currently no PPA Service Fee ($0) ("Service Fee"). However, the PPA Group reserves the right to charge a Service Fee in the future. In such event, written notice of any Service Fee will be communicated to the PPA Group sixty (60) days advance of its initiation. Thereafter, PPA will automatically bill the Service Fee upon commencement and shall auto-bill such Service Fee at the end of each Term. Participant agrees such Service Fee may be automatically billed to Participant's designated credit card account or other authorized billing source (e.g., debit card) to commence and on an annual recurring basis. Any Participant seeking to cancel its membership in the PPA Group must do so within forty five (45) day period subsequent to any billing to receive a refund. Thereafter, no refunds will occur. PPA will not be responsible for any fees or penalties associated with insufficient funds, bounced checks or any other form of disputed charges associated with the payment of the Service Fee.
  8. Right to Cancel; Refund of PPA Service Fee. Notwithstanding the foregoing, Participant has the right to terminate this Agreement and membership in PPA at any time with 90 days notice to PPA via online or written request to the PPA Business office. Due to the nature of the Services provided by PPA (many of which are accessible immediately upon acceptance) if Participant cancels his membership before the end of any Term, Participant shall not receive a partial or complete refund of any Service Fee. Participant will remain liable for any other fees or charges to be paid pursuant to this Agreement or the PPA Service. Participant shall no longer be entitled to any discount offered through PPA to a Participant by a particular Vendor. Should Participant have PPA billing issues, communication of the details of any problem should be communicated to PPA Business Office for assistance in resolution.
  9. Disclaimer of Liability. PPA shall have no liability to any Participant from services provided or to be provided by any non-affiliated third-party sponsor, affiliate or vendor ("Vendor"). All Vendors are independent contractors and not employees, partners or joint venture partners with PPA. PPA shall have no liability to any participant for Benefits provided or to be provided, by any Vendor. Participant agrees that any breach of service claims shall be made against the Vendor providing or performing such services and not PPA. While PPA will try to assist in troubleshooting any Vendor problem or PPA Service discrepancy on behalf of any Participant, in the event any product or service purchased by a Participant is canceled, modified, defective, or otherwise unsatisfactory to Participant, Participant will look solely to Vendor for any remedy, repair, exchange, refund or satisfaction of claim. Participant understands and acknowledges that PPA cannot force Vendors to provide any product, service or promotion and that Vendors are free to run their businesses as they see fit.
  10. Participant Representations and Covenants. In return for the Services, each Participant acknowledges: (a) reading and understanding this Agreement, including the provisions of the PPA Group and the billing method for the payment of the annual Service Fee; (b) a right to cancel participation in the PPA Group at any time with 90 days notice prior to the conclusion of the then current Membership Term without refund of the Service Fee, (c) automatic renewal of PPA Services effective the first day following the conclusion of the existing Term unless Participant elects to cancel in accordance with this Agreement; (d) the non-assignability of PPA Services without the express written consent of PPA. No Participant shall disclose proprietary information supplied by PPA, including but not limited to coupon codes, discounts, incentives, and the like, to any non-Participant. A violation of this provision will result in Participant’s forfeiture of membership in the PPA Group, potential legal action from PPA and its Participants and/or potential legal action from any Vendor; and (e) PPA assumes no responsibility for the payment of or contribution to any use or sales tax on Benefits that may be imposed by any state or federal taxing authority. Such taxes, to the extent imposed, shall remain the sole responsibility of Participant or Vendor. During the term of this Agreement and for a period of two (2) years thereafter, Participant shall neither directly nor indirectly interfere with, circumvent or attempt to circumvent, avoid or by-pass or obviate PPA’s interest with respect to any third party for the purpose of (i) directly or indirectly taking, changing, increasing, or avoiding the payment of proposed or actual consideration in any form or (ii) taking unfair commercial advantage of the Confidential Information or pre-existing business relationships of PPA so as to by-pass or deprive PPA of a commercial or economic benefit to which PPA may or would otherwise be entitled.
  11. Confidentiality. Each party to this Agreement shall become acquainted with certain Confidential Information of the other party for the purpose of performing this Agreement. Confidential Information shall include all of the materials, information and documented ideas of the disclosing party made available pursuant to this Agreement, including, without limitation: (a) internal formation and operating documents and agreements, (b) contracts with third parties; (c) provider, network and management services agreements; (d) patient names, patient lists, patient medical records and similar information; (e) operational methods and information; (f) accounting, billing and financial information; (g) marketing and pricing information and materials; (h) internal publications and memoranda; and (i) other information and matters considered or treated confidentially by a disclosing party that have not been made public or which have been improperly disclosed in violation of a covenant not to disclose.

    Each receiving party agrees not to use or disclose Confidential Information of the disclosing party except to undertake the specific purposes of this Agreement, understanding that improper or unauthorized use or disclosure is prohibited and will cause damage. During the Term of this Agreement and thereafter, no receiving party shall, without the prior written consent of the disclosing party, except as required by law, directly or indirectly: (i) divulge, furnish or make accessible to any person, or copy, take or use in any manner any of the Confidential Information; provided, however, the foregoing shall not prevent Participant from providing Confidential Information to professional, business and financial advisors subject to the same covenant of non-disclosure contained herein; (ii) take any action which might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of any of the Confidential Information; or (iii) fail to follow the reasonable requests of a disclosing party from time to time regarding the confidential and proprietary nature of the Confidential Information.
  12. Governing Law; Arbitration. This Agreement, and the respective rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of Florida. Any dispute arising between Participant and PPA will be submitted to arbitration in the State of Florida to be held in Broward County, Florida in accordance with the rules of the American Arbitration Association then in effect.
  14. General Release. Participant, for himself/herself, and on behalf of any person who uses the Services and/or related Benefits ("Participant Beneficiary"), hereby forever releases, acquits and discharges PPA and all other Participants and all of their officers, directors, employees, representatives and counsel from any and all liabilities, claims, demands, actions and causes of action that such Participant or such Participant's legal representatives may have by reason of any monetary damage or personal injury sustained arising as a result of or during the use of or related to any and all Benefits available through the PPA Service. The sole recourse available to a Participant, Participant Beneficiary and/or their legal representatives shall be the cancellation of membership in the PPA Group.
  15. Receipt of Mail. PPA cannot guarantee that it receives any regular mail that Participant claims to have sent.  Participant should, at Participant’s own expense, send any notices to PPA in a form to ensure to Participant that their communication arrived at PPA, which form may include but not be limited to FedEx, UPS, USPS Return Receipt Requested and USPS Certified Mail.
  16. Entire Agreement. This Agreement and any Addendum for specific Benefits contains all of the terms and conditions in connection with Participant's participation in the PPA Group. No representations, inducements, promises or agreement, or otherwise, between PPA and Participant shall be of any force or effect. If any of the foregoing terms or provisions shall be invalid or unenforceable, the remaining terms and provisions hereof shall not be affected thereby.
  17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of PPA and Participant as well as their respective successors and permitted assigns.
  18. Counterparts. This Agreement may be signed in counterparts, each of which will be considered an original and all of which will constitute the same document.