This VENDOR MARKETPLACE PARTICIPATION AGREEMENT (this “Agreement”) is entered into as of June 10, 2026 (the “Effective Date”), by and between MedGrid, LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal place of business at 1691 Michigan Ave, Ste 360, Miami, Florida, USA (“Company” or “MedGrid”); and __________________, a __________________ organized and existing under the laws of the State of Delaware, with its principal place of business at ________________ (“Vendor”). Company and Vendor are each referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, MedGrid operates a clinical intelligence and performance platform that connects medical product ordering, protocol adoption, outcomes tracking, and data publishing in one verified data layer, serving physicians, clinics, manufacturers, and distributors in the regenerative medicine and specialty healthcare markets;
WHEREAS, MedGrid maintains a marketplace through which physicians order products at wholesale, including compounded pharmaceuticals, biologics, regenerative therapies, aesthetic devices, and capital equipment, with each order linked to patient records and outcomes data;
WHEREAS, MedGrid operates the Grassroots Vendor Marketplace, a multi-vendor marketplace through which independent sales representatives curate personal storefronts of non-competing vendor products for their enrolled providers;
WHEREAS, Vendor desires to list, market, and sell its products through the MedGrid marketplace and Grassroots Vendor Marketplace, subject to the terms and conditions set forth herein; and
WHEREAS, Company desires to permit Vendor to participate in the Platform marketplace, subject to Vendor’s compliance with the requirements of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 “Authorized Product(s)” means the product(s) identified in Exhibit A attached hereto that Vendor is authorized to list and sell through the Platform, as may be amended from time to time by mutual written agreement.
1.2 “ClinicalX” means Company’s proprietary outcomes engine that captures and structures product IDs, batch numbers, protocol versions, prescribing physician data, anonymized patient demographics, treatment duration, outcomes at Day 30/60/90, adverse events, protocol compliance scores, cost of treatment, and payer source data.
1.3 “Confidential Information” means all non-public information disclosed by one Party to the other Party, whether orally, in writing, or through access to the Platform, including without limitation: patient data, physician data, clinical outcomes data, ClinicalX data, Genesis AI methodologies, pricing, sales strategies, vendor relationships, product formulations, manufacturing processes, business plans, and any other proprietary information of the disclosing Party or its affiliates.
1.4 “Genesis AI” means Company’s proprietary artificial intelligence infrastructure trained on research articles and Platform data, which provides clinical decision support, protocol optimization, pharmacovigilance, and demand forecasting across the Platform ecosystem.
1.5 “GMV” or “Gross Merchandise Value” means the total dollar value of Authorized Products transacted through the Platform, prior to any returns, chargebacks, or adjustments.
1.6 “Grassroots Vendor Marketplace” means MedGrid’s multi-vendor marketplace through which independent sales representatives curate personal storefronts of non-competing vendor products for their enrolled providers.
1.7 “Marketplace Fee” means the fee payable by Vendor to Company as set forth in Article 5 of this Agreement.
1.8 “Net Revenue” means GMV less any returns, refunds, chargebacks, disputed amounts, credits, allowances, and sales taxes actually collected.
1.9 “Platform” means the MedGrid platform, including without limitation the order layer (ERP and marketplace), protocol layer, outcomes layer (ClinicalX engine), intelligence layer (Genesis AI), publishing layer (MedGrid Forum and Knowledge Base), and all associated tools, portals, and applications.
1.10 “Platform Data” means all data generated, collected, stored, or processed through or in connection with the Platform, including without limitation physician data, patient data (anonymized or otherwise), clinical outcomes data, ClinicalX data, protocol data, order data, usage analytics, and any derivative datasets.
1.11 “Product Information” means all information, content, and materials provided by Vendor relating to the Authorized Products, including without limitation product descriptions, SKU data, batch numbers, regulatory tier classifications, certificates of analysis, indications for use, safety data, dosing information, storage and handling requirements, shelf-life and expiration data, product images, marketing materials, and all other information necessary or useful for the listing, marketing, sale, and safe use of the Authorized Products.
1.12 “Regulatory Tier” means the applicable FDA regulatory classification for each Authorized Product, including but not limited to 503A (patient-specific compounding), 503B (outsourcing facility), cGMP (manufactured pharmaceutical), RUO (research use only), and 510(k) (FDA-cleared device).
1.13 “Return Policy” means Vendor’s policy governing the return, exchange, replacement, or refund of Authorized Products, as set forth in Exhibit B and as required under Section 4.5 of this Agreement.
1.14 “Vendor Portal” means the vendor-facing dashboard and tools provided by Company through which Vendor manages product listings, inventory, orders, and analytics.
2.1 Relationship of the Parties. Vendor is an independent contracting party and not an employee, agent, partner, or joint venturer of Company. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the Parties.
2.2 No Authority to Bind. Except as expressly authorized in writing by Company, Vendor shall have no authority to bind Company, make representations or warranties on Company’s behalf, or enter into any agreement or commitment in Company’s name. Vendor may identify itself as an authorized marketplace vendor on the MedGrid platform solely for purposes of performing its obligations under this Agreement.
2.3 Tax Obligations. Vendor acknowledges and agrees that Vendor is solely responsible for all federal, state, and local income taxes, sales taxes, use taxes, and all other taxes and contributions arising from revenue received under this Agreement. Vendor shall provide Company with a completed IRS Form W-9 (or applicable form) prior to listing any Authorized Products on the Platform.
2.4 Platform Terms of Use. Vendor acknowledges that its participation on the Platform is additionally subject to Company’s Terms and Conditions of Use, as may be amended from time to time, and Vendor agrees to comply with all such terms.
3.1 Onboarding. Prior to listing any Authorized Products on the Platform, Vendor shall complete Company’s vendor onboarding process, which shall include: (a) submission and verification of all required business credentials, licenses, and registrations; (b) execution of this Agreement; (c) provision of all Product Information required under Article 4; (d) provision of Vendor's Return Policy as required under Section 4.5; and (e) such other onboarding requirements as Company may reasonably establish from time to time.
3.2 Product Listing Approval. Company shall have the sole and absolute discretion to approve or reject any Authorized Product for listing on the Platform. Company may refuse to list, or may delist, any product that: (a) does not meet the applicable Regulatory Tier requirements; (b) does not comply with applicable law; (c) is not accompanied by complete and accurate Product Information; (d) poses, in Company’s reasonable judgment, a safety, regulatory, or reputational risk; or (e) competes with products exclusively supplied by Company or its affiliates.
3.3 Exclusive Categories. Vendor acknowledges that certain product categories are supplied exclusively by Company or its designated affiliates and are not available for listing by third-party vendors. As of the Effective Date, exclusive categories include stem cells, exosomes, and peptides. Company reserves the right to modify exclusive categories upon thirty (30) days’ prior written notice to Vendor. Vendor acknowledges that the categories supplied exclusively by Company or its affiliates, including Skydell Medical, LLC (an entity under common ownership with Company), are supplied on arm's-length terms at fair market value, and that Company's marketplace fees and the pricing of such exclusive-category products are determined independently of, and are not conditioned on, the volume or value of any Vendor's sales or any referrals.
3.4 Non-Competing Products. Vendor’s Authorized Products must fall within one or more of the following non-competing vendor categories, unless otherwise approved in writing by Company: (a) aesthetic devices; (b) surgical capital equipment; (c) laser and energy-based devices; (d) diagnostics and point-of-care labs; (e) IV therapy and wellness infusions; and (f) topicals, nutraceuticals, and take-home products.
3.5 Ongoing Listing Maintenance. Vendor shall keep all Product Information current and accurate at all times. Vendor shall promptly update all listings through the Vendor Portal within five (5) business days of any change to Product Information, including without limitation changes to formulations, ingredients, pricing, regulatory status, safety data, or availability.
4.1 Product Information Requirements. For each Authorized Product listed on the Platform, Vendor shall provide and maintain complete, accurate, and current Product Information, including without limitation: (a) product name, SKU number, and unique product identifiers; (b) batch or lot numbers for each shipment; (c) applicable Regulatory Tier classification (503A, 503B, cGMP, RUO, 510(k), or other); (d) FDA registration, clearance, or approval documentation, as applicable; (e) certificates of analysis for each batch; (f) complete product descriptions, including indications for use, contraindications, warnings, and precautions; (g) dosing, administration, and preparation instructions; (h) storage, handling, and temperature requirements; (i) shelf-life and expiration date information; (j) safety data sheets (SDS) and adverse event information; (k) product images meeting Company’s specifications; (l) wholesale pricing and minimum order quantities; and (m) any other information reasonably requested by Company.
4.2 Accuracy of Product Information. Vendor represents and warrants that all Product Information provided to Company is true, accurate, complete, and not misleading. Vendor shall not make any claims regarding the safety, efficacy, indications, or regulatory status of any Authorized Product that are not supported by adequate and well-controlled evidence or that exceed the scope of the product’s FDA clearance, approval, or registration.
4.3 Labeling Compliance. Vendor shall ensure that all Authorized Products are labeled in compliance with all applicable federal, state, and local laws and regulations, including, without limitation, FDA labeling requirements, state pharmacy laws, and any requirements specific to the applicable Regulatory Tier.
4.4 Product Changes. Vendor shall provide Company with at least thirty (30) days’ prior written notice of any material change to an Authorized Product, including without limitation changes to formulation, manufacturing process, manufacturing facility, regulatory status, indications, or safety profile. Company reserves the right to suspend or delist any product pending review of such changes.
4.5 Return Policy. Vendor shall provide Company with a complete and current Return Policy governing the return, exchange, replacement, or refund of Authorized Products by end customers and physicians. The Return Policy shall: (a) be set forth in Exhibit B to this Agreement; (b) clearly identify any products that are non-returnable due to safety, regulatory, or handling requirements; (c) specify the process for obtaining return authorization, shipping returns, and receiving refunds or replacements; (d) allocate responsibility for return shipping costs; and (e) comply with all applicable laws and regulations. Vendor shall promptly notify Company of any changes to its Return Policy.
4.6 Vendor Responsibility for Returns. Vendor shall be responsible for processing and fulfilling all authorized returns of Authorized Products in accordance with the Return Policy. Vendor shall issue refunds or replacements within ten (10) business days of receipt and inspection of the returned item. Vendor acknowledges that Company’s customer-facing Terms and Conditions of Use provide that certain items purchased may be returned within thirty (30) days of delivery for a full refund, and Vendor agrees to honor all returns authorized by Company in accordance with such policy to the extent that Vendor’s Return Policy does not clearly, conspicuously, and unambiguously modify Company’s customer-facing Terms and Conditions of Use to be less than or greater than Company’s customer-facing Terms and Conditions of Use.
4.7 Recall and Safety Notices. In the event of a product recall, safety alert, or adverse event report relating to any Authorized Product, Vendor shall: (a) immediately notify Company in writing; (b) cooperate fully with Company in implementing any recall or corrective action; (c) bear all costs associated with the recall or corrective action; and (d) provide Company with all information necessary to notify affected physicians and patients.
5.1 Marketplace Fee. Vendor shall pay Company a Marketplace Fee equal to three percent (3%) of GMV on all Authorized Products transacted through the Platform (the “Marketplace Fee”), or such other rate as set forth in Exhibit C. The Marketplace Fee shall be calculated on the total transaction value prior to deduction of returns, refunds, or chargebacks, subject to adjustment as provided in Section 5.4.
5.2 Payment Processing. Company shall process all payment transactions between physicians/end customers and Vendor through the Platform’s payment processing system. Company shall remit to Vendor the Net Revenue less the Marketplace Fee within thirty (30) days following the end of each calendar month in which the applicable transactions were completed and payment was received by Company. Company acts solely as a technology and payment-facilitation platform. Company does not take title to, and does not purchase or resell, any product transacted between a Vendor and a physician or end customer through the Platform, and Company is not the seller or distributor of record with respect to any such product.
5.3 Monthly Statements. Company shall provide Vendor with a monthly statement through the Vendor Portal showing: (a) total GMV for the applicable period; (b) returns, refunds, chargebacks, and adjustments; (c) Net Revenue; (d) Marketplace Fee calculated; and (e) net amount remitted to Vendor.
5.4 Adjustments. In the event of a return, refund, chargeback, or adjustment following the remittance of amounts to Vendor, Company may: (i) deduct the applicable amount (including the proportionate Marketplace Fee credit) from future remittances to Vendor; or (ii) invoice Vendor for the applicable amount, which shall be due and payable within thirty (30) days of the invoice date.
5.5 Taxes. All Marketplace Fees and other amounts payable under this Agreement are exclusive of applicable sales, use, value-added, or similar taxes. Vendor shall be responsible for collecting and remitting all applicable taxes on sales of Authorized Products through the Platform, unless Company notifies Vendor that Company will collect and remit such taxes on Vendor’s behalf.
5.6 Payment Disputes. If Vendor disputes any payment calculation, Vendor must notify Company in writing within thirty (30) days of receipt of the applicable monthly statement. The Parties shall work in good faith to resolve any such dispute within fifteen (15) business days. If unresolved, the matter shall be subject to the dispute resolution provisions of Article 13.
6.1 Rep Marketplace Availability. By listing Authorized Products on the Platform, Vendor agrees that such products may be made available to Company’s independent sales representative network through the Grassroots Vendor Marketplace, whereby representatives curate personal storefronts of non-competing vendor products for their enrolled providers.
6.2 Rep Commission. Vendor acknowledges that Company pays its independent sales representatives a commission on marketplace transactions. The Marketplace Fee set forth in Article 5 encompasses Company’s costs of operating the Platform, including commissions payable to representatives. Vendor shall not be separately charged for representative commissions unless otherwise agreed in Exhibit C.
6.3 Shelf-Space and Visibility. Company may offer Vendor the opportunity to participate in premium placement or promotional programs within the Grassroots Vendor Marketplace, including preferred positioning, featured product designations, or targeted visibility to top-performing representatives. The terms of any such programs shall be set forth in a separate written addendum.
6.4 No Guarantee of Sales Volume. Company does not guarantee any minimum sales volume, representative adoption, or physician ordering of Authorized Products through the Platform or the Grassroots Vendor Marketplace. Vendor’s listing on the Platform does not create an obligation on the part of any representative to promote or sell Vendor’s products.
7.1 Company Data Ownership. Vendor acknowledges and agrees that all Platform Data generated, collected, stored, or processed through or in connection with the Platform – including without limitation physician data, patient data (anonymized or otherwise), clinical outcomes data, ClinicalX data, protocol data, order data, usage analytics, and any derivative datasets – is and shall remain the sole and exclusive property of Company. Vendor acknowledges that this data ownership structure is fundamental to Company’s business model, as the ClinicalX outcomes engine and Genesis AI infrastructure depend upon aggregated, attributed data flowing exclusively through Company’s systems.
7.2 Platform Intellectual Property. All intellectual property rights in and to the Platform, including without limitation the MedGrid marketplace, ClinicalX engine, Genesis AI, Grassroots Vendor Marketplace, MedGrid Forum, BridgeMed telehealth integration, protocol library, and all associated software, algorithms, interfaces, documentation, and content, are and shall remain the exclusive property of Company.
7.3 Vendor Product Intellectual Property. Company acknowledges that Vendor retains all right, title, and interest in and to Vendor’s pre-existing intellectual property, including without limitation Vendor’s product formulations, manufacturing processes, patents, trade secrets, trademarks, trade names, logos, and other proprietary materials (“Vendor IP”). Nothing in this Agreement shall be construed as a transfer of ownership of Vendor IP to Company.
7.4 License to Company. Vendor hereby grants Company a non-exclusive, royalty-free, worldwide license during the Term to use, reproduce, display, distribute, and transmit Vendor’s Product Information, trademarks, trade names, logos, and product images solely for the purpose of listing, marketing, promoting, and selling Authorized Products on the Platform and in Company marketing materials. This license shall survive termination solely to the extent necessary to fulfill open orders and wind down activities as set forth in Section 11.5.
7.5 License to Vendor; Aggregated Data. Subject to Vendor’s compliance with this Agreement, Company may, in its sole discretion, make available to Vendor through the Vendor Portal certain aggregated and anonymized data relating to the performance of Vendor’s Authorized Products on the Platform, including outcomes per batch, outcomes per cohort, and protocol effectiveness metrics (“Aggregated Vendor Data”). Such Aggregated Vendor Data remains the property of Company, and Vendor’s access thereto constitutes a limited, non-exclusive, non-transferable, revocable license for Vendor’s internal business purposes only.
7.6 Data Licensing Opportunities. Company may offer Vendor the opportunity to license additional anonymized ClinicalX outcomes data relating to Vendor’s product categories for research, product development, or regulatory submission purposes. The terms of any such data licensing arrangement shall be set forth in a separate written agreement and may be subject to additional fees.
7.7 No Data Rights Upon Termination. Upon expiration or termination of this Agreement for any reason, Vendor shall have no rights, title, or interest in any Platform Data, including without limitation any physician data, order histories, outcomes data, or analytics accessed through the Vendor Portal during the Term.
7.8 Further Assurances. Vendor shall execute, acknowledge, and deliver such further instruments and documents, and shall take such other actions, as Company may reasonably request from time to time in order to vest, perfect, or confirm Company’s rights, title, and interest in and to the Platform Data and Platform intellectual property described in this Article 7.
8.1 Confidentiality Obligations. During the Term and for a period of three (3) years following expiration or termination of this Agreement, each Party (as “Receiving Party”) shall: (a) maintain the confidentiality of all Confidential Information of the other Party (as “Disclosing Party”) and shall protect it with at least the same degree of care as the Receiving Party uses to protect its own confidential information of similar sensitivity, but in no event less than a reasonable degree of care; (b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and (c) use Confidential Information solely for the purpose of performing its obligations under this Agreement.
8.2 Exceptions. The obligations set forth in Section 8.1 shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to Confidential Information, unless derived from Confidential Information in the unassisted memory of Vendor or an agent of Vendor; or (d) is disclosed pursuant to a valid court order or governmental requirement, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party’s efforts to obtain a protective order.
8.3 Return of Materials. Upon expiration or termination of this Agreement, each Party shall promptly return or destroy (at the Disclosing Party’s election) all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control, including all copies, notes, summaries, and derivative materials, and shall certify such return or destruction in writing.
8.4 Patient and Clinical Data. Without limiting the generality of the foregoing, Vendor acknowledges that certain Confidential Information may include protected health information (“PHI”) as defined under HIPAA. Vendor shall comply with all applicable HIPAA and state privacy requirements with respect to any PHI to which Vendor may have access in connection with this Agreement. If Company determines that a Business Associate Agreement is required, Vendor shall execute such agreement as a condition of continued participation on the Platform.
9.1 Mutual Representations. Each Party represents and warrants to the other that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.
9.2 Vendor’s Product Representations and Warranties. Vendor represents and warrants that: (a) all Authorized Products meet the specifications, descriptions, and quality standards set forth in the Product Information provided to Company; (b) all Authorized Products are manufactured, packaged, labeled, stored, and shipped in compliance with all applicable federal, state, and local laws and regulations, including without limitation current Good Manufacturing Practices (cGMP), FDA requirements, and the applicable Regulatory Tier requirements; (c) all Authorized Products are safe for their intended use when used in accordance with their labeling and Product Information; (d) Vendor holds all necessary licenses, permits, registrations, and approvals required to manufacture, distribute, and sell the Authorized Products in each jurisdiction where they are offered through the Platform; (e) no Authorized Product is adulterated, misbranded, or otherwise in violation of the Federal Food, Drug, and Cosmetic Act or any applicable state law; (f) all Product Information provided to Company is true, accurate, complete, and not misleading; and (g) the Authorized Products do not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.
9.3 Warranty Period. The warranties set forth in Section 9.2 shall apply for the shelf life of each Authorized Product as stated in the applicable Product Information, or for twelve (12) months from the date of sale to the end customer, whichever is longer.
9.4 Company’s Representations. Company represents and warrants that: (a) the Platform is operated in material compliance with applicable law, including HIPAA; (b) Company maintains appropriate data security measures for Confidential Information and PHI processed through the Platform; and (c) Company shall use commercially reasonable efforts to maintain the availability and functionality of the Platform.
10.1 General Compliance. Vendor shall comply with all applicable federal, state, and local laws, rules, and regulations in the manufacture, distribution, marketing, and sale of Authorized Products through the Platform, including without limitation the Federal Food, Drug, and Cosmetic Act, state pharmacy and medical practice acts, and all regulations governing the marketing and sale of pharmaceutical products, biologics, medical devices, and compounded preparations.
10.2 Anti-Kickback Statute. The Parties intend that this Agreement and all compensation arrangements hereunder comply with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and all applicable state anti-kickback and fee-splitting laws. Vendor represents and warrants that: (a) the Marketplace Fee under this Agreement is fair market value for legitimate marketplace services actually provided; (b) Vendor shall not offer, pay, solicit, or receive any remuneration (whether in cash or in kind) to induce or reward the referral of patients, the ordering of products, or the arranging for services reimbursable by any federal healthcare program; and (c) Vendor shall not condition any pricing, discount, or promotional activity on the volume or value of referrals or business generated, except as permitted by applicable safe harbors.
10.3 Stark Law. To the extent applicable, this Agreement is intended to comply with the Stark Law (42 U.S.C. § 1395nn) and applicable regulations. The Parties acknowledge that physicians ordering Authorized Products through the Platform may be subject to the Stark Law’s prohibition on referrals for designated health services to entities with which they have a financial relationship. Accordingly: (a) the Marketplace Fee and all other compensation under this Agreement are set at fair market value, determined through arm’s-length negotiation, and do not take into account the volume or value of referrals or other business generated by any referring physician; (b) Vendor shall not offer, provide, or arrange any remuneration (whether in cash or in kind) to any physician ordering through the Platform – including but not limited to free or below-market products, rebates, kickbacks, discounts conditioned on ordering volume, data access, or other inducements – except to the extent such arrangement satisfies a specific Stark Law exception, including without limitation the fair market value exception (42 C.F.R. § 411.357(l)), the personal services arrangements exception (42 C.F.R. § 411.357(d)), or another applicable exception; (c) Vendor shall ensure that any educational programs, product samples, or other items of value provided to physicians in connection with the Platform comply with applicable Stark Law exceptions and Anti-Kickback Statute safe harbors; and (d) Vendor shall promptly notify Company of any arrangement between Vendor and a physician who orders through the Platform that could constitute a financial relationship under the Stark Law.
10.4 Product Claims. Vendor shall not make any claims, representations, or warranties regarding any Authorized Product’s safety, efficacy, indications, or regulatory status that have not been substantiated by adequate evidence and that do not comply with applicable FDA requirements. Vendor shall not engage in off-label promotion or make representations that exceed the scope of an Authorized Product’s FDA clearance, approval, or registration tier.
10.5 Adverse Event Reporting. Vendor shall maintain a pharmacovigilance system adequate to monitor and report adverse events relating to Authorized Products. Vendor shall: (a) report to the FDA all adverse events as required by applicable law; (b) promptly notify Company (within twenty-four (24) hours) of any serious adverse event or safety signal relating to an Authorized Product sold through the Platform; and (c) cooperate with Company in any safety-related investigation or communication to physicians.
10.6 Exclusion Screening. Vendor represents and warrants that neither Vendor nor any of its owners, officers, directors, or key employees is currently, or has been: (a) excluded, debarred, or suspended from participation in any federal healthcare program (including Medicare or Medicaid); (b) convicted of a criminal offense related to healthcare fraud, patient abuse, or controlled substances; or (c) listed on the OIG List of Excluded Individuals/Entities or the GSA System for Award Management. Vendor shall promptly notify Company if any such event occurs during the Term.
10.7 Record Keeping. Vendor shall maintain complete and accurate records relating to the manufacture, testing, distribution, and sale of Authorized Products for a period of not less than seven (7) years, or such longer period as required by applicable law. Vendor shall make such records available to Company for inspection upon reasonable request and advance notice.
11.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year (the “Initial Term”), unless earlier terminated in accordance with this Article 11. Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
11.2 Termination for Material Breach. Either Party may terminate this Agreement upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach; or (b) the other Party becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.
11.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other Party.
11.4 Termination by Company for Cause. Company may terminate this Agreement immediately and without opportunity to cure upon written notice if: (a) Vendor or any of its key personnel is excluded from any federal healthcare program; (b) Vendor is convicted of a healthcare-related criminal offense; (c) Vendor violates Article 10 of this Agreement; (d) any Authorized Product is subject to a mandatory recall or is determined by a governmental authority to be unsafe or non-compliant; (e) Vendor provides materially false or misleading Product Information; or (f) Vendor engages in conduct that, in Company’s reasonable judgment, creates material regulatory, safety, or reputational risk for Company or its Platform users.
11.5 Effect of Termination. Upon termination or expiration for any reason: (a) Vendor’s Authorized Products shall be delisted from the Platform, and Vendor’s access to the Vendor Portal shall be revoked, within five (5) business days of the effective date of termination; (b) Company shall fulfill all open orders placed prior to the effective date of termination, and Vendor shall supply products necessary to fulfill such orders; (c) Company shall remit to Vendor all amounts due for transactions completed prior to the effective date of termination, subject to the adjustment provisions of Section 5.4, within forty-five (45) days following termination; (d) Vendor shall continue to honor its Return Policy and warranty obligations for all Authorized Products sold through the Platform during the Term; (e) each Party shall return or destroy the other Party’s Confidential Information pursuant to Section 8.3; and (f) the following Articles shall survive termination or expiration of this Agreement and shall remain in full force and effect in accordance with their respective terms: Articles 4.7, 7, 8, 9.2, 9.3, 10, 12, 13, and 14.
12.1 Indemnification by Vendor. Vendor shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, members, managers, employees, agents, and independent sales representatives (collectively, “Company Indemnitees”) from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Vendor’s breach of this Agreement, including any breach of the representations and warranties in Article 9; (b) any defect in design, manufacture, labeling, packaging, or shipping of any Authorized Product; (c) any failure of an Authorized Product to conform to its Product Information, specifications, or applicable regulatory requirements; (d) any product liability claim relating to Authorized Products, including claims of personal injury, illness, or death; (e) any misrepresentation of product characteristics, safety, efficacy, or regulatory status by Vendor or its agents; (f) Vendor’s violation of any applicable law or regulation, including the Anti-Kickback Statute, FDA requirements, or HIPAA; (g) any infringement or misappropriation of third-party intellectual property rights by Vendor’s products or materials; or (h) any recall, safety alert, or corrective action relating to Authorized Products.
12.2 Indemnification by Company. Company shall indemnify, defend, and hold harmless Vendor and its affiliates, officers, directors, employees, and agents (collectively, “Vendor Indemnitees”) from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Company’s breach of this Agreement; (b) Company’s negligence or willful misconduct in the operation of the Platform; (c) claims arising solely from the operation of the Platform, ClinicalX engine, or Genesis AI, except to the extent caused by Vendor’s Product Information or Vendor’s breach of this Agreement; or (d) Company’s unauthorized modification of Vendor’s Product Information.
12.3 Limitation of Liability. EXCEPT FOR BREACHES OF ARTICLE 8 (CONFIDENTIALITY), OBLIGATIONS UNDER SECTION 12.1 OR 12.2, OR VENDOR’S BREACH OF ARTICLE 9 (REPRESENTATIONS AND WARRANTIES) OR ARTICLE 10 (REGULATORY COMPLIANCE), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.4 Aggregate Liability Cap. EXCEPT FOR OBLIGATIONS UNDER SECTION 12.1 OR 12.2, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL MARKETPLACE FEES PAID OR PAYABLE BY VENDOR DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000).
12.5 Insurance. Vendor shall maintain, at its own expense, throughout the Term and for a period of two (2) years following termination: (a) commercial general liability insurance with limits of not less than $2,000,000 per occurrence and $5,000,000 in the aggregate; (b) product liability insurance with limits of not less than $5,000,000 per occurrence and $10,000,000 in the aggregate; and (c) such other insurance as may be required by applicable law. Vendor shall name Company as an additional insured under such policies and shall provide Company with certificates of insurance upon request.
13.1 Good Faith Negotiation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between senior representatives of each Party for a period of thirty (30) days following written notice of the dispute.
13.2 Mediation. If the dispute cannot be resolved through negotiation, the Parties shall submit the dispute to non-binding mediation administered by JAMS or another mutually agreed mediation service, with the mediation to take place in Miami Beach, Florida.
13.3 Binding Arbitration. If the dispute is not resolved through mediation within sixty (60) days of the initial dispute notice, either Party may submit the dispute to final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Miami Beach, Florida. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
13.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration, particularly with respect to breaches or threatened breaches of Articles 7 or 8.
13.5 Prevailing Party. The prevailing Party in any arbitration or litigation arising under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.
13.6 Class Action and Jury Trial Waiver. To the fullest extent permitted by law, all disputes shall be resolved on an individual basis only, and each Party waives any right to commence, join, or participate in any class, collective, consolidated, mass, or representative proceeding, and waives any right to a trial by jury. This Section 13.6 does not limit either Party's right to seek injunctive relief under Section 13.4.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.2 Entire Agreement. This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
14.3 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
14.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.
14.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.
14.6 Assignment. Vendor may not assign or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement to any affiliate or successor entity without Vendor’s consent.
14.7 Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the U.S. mail, certified, return receipt requested. Notices shall be sent to the addresses set forth in the preamble or to such other address as a Party may designate in writing.
14.8 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, epidemics, government actions, supply chain disruptions, or platform outages, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.
14.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
14.10 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
14.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein, express or implied, is intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy.
14.12 Publicity. Neither Party shall issue any press release or public announcement regarding this Agreement or the relationship between the Parties without the prior written consent of the other Party, except as required by applicable law.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
VENDOR
By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________
[To be completed at execution. Specify: (i) product name(s); (ii) SKU number(s); (iii) applicable Regulatory Tier for each product; (iv) product descriptions and specifications; (v) wholesale pricing; and (vi) any territory or channel restrictions.]
[To be completed at execution. Specify: (i) return window (maximum thirty (30) days for unused products in original condition); (ii) products excluded from return (with regulatory or safety justification); (iii) process for obtaining return authorization; (iv) shipping instructions and cost allocation; (v) timeline for refund or replacement processing; (vi) condition requirements for returned products; and (vii) any restocking fees.]
[To be completed at execution. Specify: (i) Marketplace Fee percentage (default: 3% of GMV); (ii) any volume-based tiering or discounts; (iii) premium placement or promotional program fees, if applicable; (iv) payment terms and remittance schedule; and (v) any other fees or charges.]