General Terms and Conditions

Participating Member agrees to the following:

1. Participating Member hereby designates and authorizes Enterprise Purchasing Group (“EPG”) to act as a purchasing agent for the products and services (collectively, “Products”) purchased by Participating Member under the group purchasing program (“Program”). Nothing in this agreement binds or obligates Participating Member to purchase Products through the Program; only at the time Participating Member executes supplier-specific agreements under the Program shall Participating Member be expected to abide by the terms of each supplier-specific agreement.
2. Participating Member acknowledges that nothing in this agreement warrants or guarantees Participating Member's eligibility for supplier-specific agreements under the Program. EPG shall provide free savings analysis and confirm Product eligibility for Participating Member prior to issuing supplier-specific agreements under the Program.
3. Participating Member will use all Products it purchases through the Program solely for its own operations and will not re-sell any such Products outside of the Participating Member’s business operations as indicated on this agreement.
4. This agreement does not replace any separate consulting or service agreements that may be in place with Participating Member for services outside of the group purchasing program.
5. Participating Member agrees to protect the strict 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 from other suppliers. Participating Member (and its agents, employees and representatives) shall keep confidential the proprietary and confidential information of EPG and its affiliates and shall not disclose such information to any third parties other than Participating Member’s employees or portfolio companies with a need to know. Such confidential information includes without limitation EPG’s and its affiliate’s plans, reports, proposals, agreements, organizational documents, software, pricing information, contract catalogs (printed and electronic) and contract terms and pricing of participating vendors. Participating Member’s obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of its membership in EPG and for a period of five (5) years thereafter. Notwithstanding the foregoing, Participating Member or its portfolio companies may disclose confidential information to the extent requested or required by law, rule, regulation or legal process or order, subpoena or other request for documents, provided that, to the extent permitted by law, they give EPG prompt written notice of the information to be disclosed, use reasonable efforts to limit any such disclosure to the precise terms of such requirement and use reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to confidential information so disclosed.
6. Subject to the confidentiality provisions contained herein, Participating Member agrees to permit reasonable access to all data directly related to the purchasing of Products by Participating Member under EPG contracts (“Participating Member Data”). Member grants to EPG and its affiliates a nonexclusive, royalty free, perpetual, irrevocable, worldwide, and sub-licensable right and license to aggregate, compile, decompile, manipulate, reproduce, modify, supplement, adapt, translate, create derivative works from, distribute, publish, disclose and otherwise use Participating Member Data: (i) to provide the Program and other products and services provided, or that may in the future be provided, by EPG or any of its affiliates; (ii) to perform EPG’s obligations or to exercise its rights under this agreement; (iii) as part of products or services provided by EPG or any of its affiliates for Participating Member, including quality improvement initiatives, supply chain consulting services and data analytic services; and (iv) for any commercial purpose on a blinded and aggregated basis.
7. Participating Member acknowledges and agrees that EPG, its affiliates and their respective directors, officers, employees and agents will not be liable for the acts or omissions of EPG’s contracted suppliers, or for any representations or warranties made by such suppliers.
8. EPG shall have the right in its sole and absolute discretion to immediately terminate or deny the membership of Participating Member or any portfolio company or organization (i) in the event Participating Member or such facility or organization acts in a manner that is inconsistent with the Program’s spirit of intent or violates the participation requirements of the Program; or (ii) whose involvement with EPG has the potential to damage the reputation of EPG and/or any of its affiliated companies.