TERMS OF SERVICE

Effective May 5th, 2022

These TERMS OF SERVICE ("Terms of Service") apply to the purchasing arrangement between the organization or entity accepting these Terms of Service ("Member") and Abacus Buyer's Coalition, LLC ("Abacus"). Abacus is a group purchasing organization ("GPO") that has developed and continues to develop and maintain a portfolio of negotiated discount programs ("Discount Programs") with product manufacturers and distributors and service providers (collectively, "Vendors") for pharmaceutical and biological products, vaccines, other drug products, and certain insurance, information technology, revenue cycle management, and other services (collectively, "Products and Services").

Abacus hereby discloses to Member that, as a direct result of Member's purchases of Products and Services from Vendors, Abacus may receive administrative fees from certain Vendors based on purchases made by Member (the "Administrative Fees"). Administrative Fees are not fixed at the same amount in each Discount Program.

Member accepts, agrees to and/or reaffirms these Terms of Service as of the date Member performs any of the following actions:

LIMITED LICENSE

Subject to these Terms of Service, Abacus hereby grants to Member a limited, non-exclusive, non-transferable license to access and use the Products and Services solely in a manner consistent with these Terms of Service. During the Term (as defined herein), Member will have access to Products and Services, provided Member complies with the terms and conditions of these Terms of Service and applicable Vendors accept Member's participation in such applicable Discount Programs. Member also acknowledges and agrees that the Products and Services are intended for access and use by means of standard web browsing software, and that Abacus does not commit to support any particular browsing platform.

Abacus may suspend or terminate Member's access to the Products and Services if Abacus determines, in its sole discretion, that Member has not complied with these Terms of Service or if Member's continued access to the Products and Services may cause damage to Abacus.

ABACUS RESPONSIBILITIES

Abacus will develop and maintain a portfolio of negotiated Discount Programs for Products and Services with various Vendors to permit purchases of Products and Services by Member in accordance with the terms of such Discount Programs.

Abacus will report at least annually to Member, in writing, and to the Secretary of the Department of Health and Human Services on request, the amount of Administrative Fees received by Abacus from each Vendor with respect to the Products and Services purchased by Member. Member understands that any discounted pricing provided to Member by Vendors as a result of these Terms of Service and applicable Discount Programs, as well as the value of any services provided at less than full price may be regarded as a "discount" within the meaning of 42 U.S.C. § 1320a-7b(b)(3)(A) of the Social Security Act and the regulations at 42 C.F.R. § 1001.952(h). Member may have an obligation to report all discounts to state or federal agencies or programs that provide cost or charge-based reimbursement to Member.

Abacus may, in its sole discretion, remit to Member or retain any or all of the Administrative Fees received by Abacus to the extent derived from Member's purchases from Vendors. Abacus will remit any such Administrative Fees to Member on the business days nearest to June 15th and December 15th of each year, provided that Member has registered at Abacus' website and supplied valid ACH payment information by the 15th of the preceding month. If Abacus incurs bank fees resulting from Member's submission of or failure to correct invalid ACH payment information, Abacus may, in its sole discretion, reduce Administrative Fees remitted to Member by the amount of such fees.

MEMBER RESPONSIBILITIES

Member authorizes Abacus to act as a purchasing agent on behalf of Member to negotiate with Vendors on behalf of Member and other members in the Abacus GPO to provide Member access to Products and Services available through Abacus' Discount Programs. Member agrees to comply with all applicable terms, conditions, and performance requirements of each Discount Program with which Member is associated. Member is not obligated to make any purchase of the Products or Services or any minimum amount of the Products and Services; provided, however , that whenever Abacus determines that the termination of Member's association with a particular Discount Program is necessary or appropriate in order to protect a level of pricing, discounts or rebates available to members of the Discount Program, Abacus will have the right, in its discretion, to terminate Member's association with such Discount Program or to require Member to terminate its association with such Discount Program by giving notice thereof to Member and (if applicable) to the applicable Vendor. Upon receipt of any such notice from Abacus, Member shall take all actions necessary to complete such termination by the designated termination date.

Member agrees to objectively and independently evaluate all of the Products and Services available to it under the Discount Programs. Except as otherwise stated in these Terms of Service, nothing in these Terms of Service shall be construed as preventing Member from participating in other GPOs.

Member agrees to purchase any pharmaceutical or biological Products pursuant to the Discount Programs solely for Member's Own Use, as such term is defined in Abbott Labs v. Portland Retail Druggists, 425 U.S. 1 (1976) and the Prescription Drug Marketing Act of 1987. Member acknowledges and agrees that the prices made available through Discount Programs are only to be accessed by Member in order to purchase the products to be dispensed by Member through its licensed providers. Member shall not sell, wholesale or otherwise transfer any product purchased under a Discount Program to any person or other entity, except as permitted by Applicable Laws and Regulations (as defined herein).

Member agrees to not permit any third party to use Member's usernames and passwords to access the Products and Services. If Member believes that there has been or may be a breach of security through its account, Member agrees to immediately notify Abacus and to immediately change its passwords. Member is solely responsible and liable for any unauthorized use of the Products and Services through its usernames and passwords.

Member agrees to inform Abacus of address changes, changes to contact information including email addresses and phone numbers, and changes to previously submitted ACH payment information.

Abacus shall not be liable to Member, and Member shall indemnify, defend, and hold harmless Abacus, from and against any and all damages and losses (collectively, "Losses") suffered or incurred (a) by Member resulting from or in any way connected with Member's purchases under any Discount Program, such as Losses resulting from Member's failure to receive any discounted pricing or Member receiving any mislabeled or adulterated products, (b) by persons or property resulting from Member's use or misuse of the products; (c) by Abacus as a result of Member's breach of these Terms of Service; or (d) by Abacus as a result of Member becoming non-compliant with any applicable terms, conditions, or performance requirements any Discount Program. Additionally, Member acknowledges and agrees that any information provided by Abacus is strictly informational and for advisory purposes only, and that Abacus is not rendering any professional or medical advice or other professional services under these Terms of Service.

To the maximum extent permitted by Applicable Laws and Regulations and in compliance with Applicable Laws and Regulations, Member agrees to allow Abacus reasonable access to data and information relating to Member's contracts with Vendors and Member's operations, so that Abacus can monitor compliance with Discount Programs, seek additional Vendor relationships that may be beneficial to Member and otherwise analyze operational data to suggest cost efficiencies and other programs that may be beneficial to Member or to provide other relevant aggregated non-identifiable data that may be beneficial to members, Vendors, or the industry as a whole.

If Member purchases any products or services under any of Abacus' Discount Programs, Member understands, acknowledges, and agrees that it must remain compliant with any applicable terms, conditions, and performance requirements of each such Discount Program with which it is associated. Member understands, acknowledges, and agrees that it must provide Abacus immediate notice that Member has not been, is not, and/or will not be compliant with any of the terms, conditions, or performance requirements of such Discount Programs with which it is associated. This provision applies to all members that purchase vaccines under Abacus' Discount Programs, and exists to ensure that all financial benefits of being a member of the Abacus GPO are preserved in all respects. Member acknowledges, understands, and agrees that Member would be harmed if another member jeopardized such Discount Programs, and that other members would be harmed if Member's actions jeopardized those same Discount Programs.

The provisions of this Section survive any termination or expiration of these Terms of Service.

DISPUTE RESOLUTION WITH MERCK SHARP & DOHME CORP.

Effective January 1st, 2022, any dispute with Merck Sharp & Dohme Corp. ("Merck") arising out of or related to Abacus' Discount Program for Merck vaccines and any subsequent modifications of Abacus' Discount Program for Merck vaccines, or the performance, breach, interpretation, enforcement, construction, termination, or validity thereof, including, but not limited to, (i) disputes with Merck as to the scope, applicability, arbitrability between the parties, validity, enforceability, and meaning of this clause, (ii) disputes with Merck that in any way concern the conduct of any party in connection with Abacus' Discount Program for Merck vaccines or the relationship or duties of the parties contemplated thereunder, (iii) disputes with Merck arising under the federal or state antitrust laws, or (iv) other statutory, common law, or equitable claims, shall be settled by mandatory, confidential binding arbitration. The arbitration panel shall consist of three (3) independent and impartial arbitrators, of whom each party shall appoint one arbitrator within ninety (90) days after a demand for arbitration is made; the third arbitrator shall be selected by the two arbitrators so appointed within ninety (90) days after the expiration of the time period for appointment of such two (2) arbitrators. In the event that any arbitrator is not appointed within the prescribed time period, either party may apply to the President of the American Arbitration Association for the appointment of such arbitrator. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. to the exclusion of all state laws and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The place of arbitration shall be Philadelphia, Pennsylvania. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association or such other rules for alternative dispute resolution as the parties agree. Each party shall pay for all attorneys' fees and costs it incurs in connection with the arbitration, except as may be required by law. Each party shall share equally in the costs of the arbitration, except as may be required by law. Any and all submissions, materials, exhibits, testimony, decisions, awards, or other materials related to the arbitration process or the underlying dispute shall be treated as confidential, except when such disclosure is required by applicable law, regulations, court order, or subpoena, however, Member shall provide reasonable advance notice to Merck prior to making any such disclosure. This provision regarding dispute resolution with Merck shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of its choice of law and arbitration provisions. The arbitrator(s) are not empowered to award damages in excess of compensatory damages except as may be required by law and each party hereby irrevocably waives any right to recover such damages with respect to any dispute within the scope of this clause, except as may be required by law. Each party further hereby irrevocably waives any right to proceed in a class action or any consolidated or joint proceeding with any other party.

For the avoidance of doubt, this provision regarding dispute resolution with Merck applies to Merck, Abacus, and Member such that those entities must resolve any dispute identified in the provision through binding arbitration in accordance with this provision.

CONFIDENTIAL INFORMATION

Member shall not, at any time during the Term and at any time thereafter, directly or indirectly, disclose or furnish to any other person, firm, partnership, corporation or any other entity, except in the course of the proper performance of its rights and duties hereunder or with the written consent of Abacus, any Confidential Information (as defined herein) pertaining to the business of Abacus, unless required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of Member, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Member to divulge, disclose or make accessible such information; provided, however, that Member shall provide Abacus with notice of the requirement of such disclosure promptly after Member is notified thereof and prior to its disclosure thereof so as to enable Abacus, in its discretion, to challenge the order compelling such disclosure.

Abacus shall not, at any time during the Term and at any time thereafter, directly or indirectly, disclose or furnish to any other person, firm, partnership, corporation or any other entity, except in the course of the proper performance of its rights and duties hereunder or the use of third party secured central storage servers or with the written consent of Member, any Confidential Information pertaining to the business of Member, unless required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of Abacus or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Abacus to divulge, disclose or make accessible such information; provided, however, that Abacus shall provide Member with notice of the requirement of such disclosure promptly after Abacus is notified thereof and prior to its disclosure thereof so as to enable Member, in its discretion, to challenge the order compelling such disclosure.

For purposes of these Terms of Service, "Confidential Information" shall mean non‑public information concerning any financial data, statistical data, pricing data, purchasing data, strategic business plans, product development (or other proprietary product data), customer and supplier lists, customer and supplier information, information relating to marketing plans and other non-public, proprietary and confidential information of Abacus or Member, as the case may be, including, without limitation, these Terms of Service that, in any case, (a) is not otherwise generally available to the public, (b) is not generally known in any industry in which Abacus or Member, as the case may be, is or was involved, and (c) has not been disclosed by Abacus or Member, as the case may be, to others not subject to confidentiality agreements. All Confidential Information disclosed by a party under these Terms of Service is and shall remain the exclusive property of the disclosing party and the disclosing party shall retain all rights, title and interest therein.

Abacus and Member hereby agree that the covenants contained in this Section are reasonable and necessary covenants for the protection of the parties hereto and their respective businesses under the circumstances and shall survive any termination of these Terms of Service, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Abacus and Member each hereby agrees that any breach or threatened breach by the other party hereto of the covenants contained herein would irreparably injure the non-breaching party and that there is no adequate remedy at law for any such breach or threatened breach and, accordingly, that the non-breaching party, in addition to pursuing any other remedies it may have at law or in equity, may obtain injunctive relief in any court, foreign or domestic, having the capacity to grant such relief, to restrain any such breach or threatened breach by the breaching party hereto and to enforce these Terms of Service, in addition to any other remedies and rights at law or in equity, including reasonable costs and attorneys' fees for the non-breaching party.

Upon termination of these Terms of Service, each party (a) shall be allowed to retain one copy of the Confidential Information of the other party to the extent required to comply with Applicable Laws and Regulations, and (b) shall not be required to destroy copies of any computer records or files containing the Confidential Information which have been created pursuant to automatic archiving or back-up procedures on secured central storage servers and which cannot reasonably be deleted. In the event that any such Confidential Information is retained pursuant to clauses (a) or (b), the terms and conditions of these Terms of Service shall remain in full force and effect with respect to such Confidential Information so retained for so long as such Confidential Information is retained.

TERM AND TERMINATION

These Terms of Service shall be for a term commencing upon acceptance hereof by Member. Either party may terminate these Terms of Service upon thirty (30) days prior written notice to the other party. The term during which these Terms of Service are effective is referred to herein as the "Term".

Notwithstanding any other provision of these Terms of Service, if the governmental agencies that administer the Medicare, Medicaid, or other federally funded programs (or their representatives or agents), or any other federal, state or local governmental or nongovernmental agency, or any court or administrative tribunal passes, issues or promulgates any Applicable Law or Regulation, which, in the good faith judgment of one party (the "Noticing Party"), subjects the Noticing Party to a risk of prosecution or civil monetary penalty, or which, in the good faith judgment of the Noticing Party, indicates a rule or regulation with which the Noticing Party desires further compliance, or if, in the good faith opinion of counsel to either party, any term or provision of these Terms of Service could trigger such an event, then the Noticing Party may give the other party notice of intent to amend these Terms of Service ("Notice"), and the parties shall thereupon negotiate in good faith the amendment of these Terms of Service so as to comply with all Applicable Laws and Regulations. If, within twenty (20) days of such Notice, the parties have failed to come to agreement with respect to such amendment, these Terms of Service may be immediately terminated by either party.

Upon termination of these Terms of Service for any reason whatsoever, neither party shall have any further obligations under these Terms of Service to the other party, and these Terms of Service shall be null and void and without any force or effect, except for the provisions that expressly survive termination as set forth herein and except for any obligations that have accrued prior to such termination.

COMPLIANCE WITH LAW

Member and Abacus shall each perform its duties and responsibilities and exercise its rights hereunder in compliance with all applicable federal, state and local laws and regulations (collectively, "Applicable Laws and Regulations"). It is the parties' intent that this arrangement comply with all Applicable Laws and Regulations, including, without limitation, the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) and the regulations promulgated thereunder, and, further, that this arrangement satisfy the terms and conditions set forth in the discount safe harbor regulation at 42 C.F.R. § 1001.952(h) ("Discount Safe Harbor") and the group purchasing organization safe harbor regulation at 42 C.F.R. § 1001.952(j) ("GPO Safe Harbor"), as applicable. Moreover, it is acknowledged by the parties hereto that a central purpose of this arrangement is for Member to achieve price savings and cost-reduction and to promote quality patient care through increased access to competitive products available under Discount Programs. Member acknowledges that Member may be required to disclose the amount of Administrative Fees remitted to Member under these Terms of Service, in order to accurately reflect the price of the Products and Services that Member purchases pursuant to these Terms of Service.

Member and Abacus acknowledge and agree that the Administrative Fees earned by Abacus under the Abacus Discount Programs constitute an amount paid by a Vendor of goods and services to a purchasing agent of a group of entities within the meaning of 42 U.S.C.A. § 1320a-7b(b)(3)(C) and that such remuneration falls within the GPO Safe Harbor, and comparable state laws and regulations.

MISCELLANEOUS

These Terms of Service are binding upon and inure to the benefit of Abacus and Member and each of their respective successors and permitted assigns. Neither party may assign these Terms of Service without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed); provided, however , that no consent is required to assign these Terms of Service to a party's affiliate or an assignment pursuant to a merger, consolidation, or sale or disposition of all or substantially all of the assets of a party, provided that, in any case, the assignee, as the successor entity, agrees, in writing, to fully assume all obligations of the assignor under these Terms of Service and agrees that it will abide by and fulfill all such obligations.

These Terms of Service may be amended by Abacus at any time. Abacus will publish to its website such amended Terms of Service no later than the effective date of such amendment. Upon any such amendment, Member may terminate its further participation in the GPO and terminate these Terms of Service by declining to accept such amendment.

Notwithstanding anything in these Terms of Service to the contrary, neither party shall be liable to the other party for any indirect, incidental, consequential, special or punitive damages arising out of or in connection with these Terms of Service, whether liability is asserted in contract, in tort (including negligence), or other legal theory.

These Terms of Service are governed and interpreted under the laws of the State of Delaware without regard to conflicts of law principles. The federal and state courts within or for Johnson County, Kansas have exclusive jurisdiction to adjudicate any dispute arising out of these Terms of Service.

Member and Abacus are independent contractors. This Agreement does not create a partnership, association, or other business entity between Member and Abacus.

Abacus will send notifications regarding the publishing of amended Terms of Service and other correspondence related to these Terms of Service to Member via email to addresses registered with Abacus by Member at Abacus' website. Member may send correspondence related to these Terms of Service to Abacus via email to [email protected].

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.