Supplier Management

Purchase order standard terms and conditions

1. Priority and Conflicts. The terms and conditions ("Terms and Conditions") listed herein shall be in effect unless superseded by a fully executed binding written agreement active and in force on date of the purchase order ("PO") between the parties listed on this PO; in such case the terms and conditions of such written agreement shall take precedence and these Terms and Conditions shall not apply. Vendor's additional or different terms, including any “shrink wrap license” bundled with the products and services or any “disclaimers” or “click to approve” contained in or provided in connection with the products or services, or any attempt by Vendor to vary any of these Terms and Conditions is objected to and rejected and shall be deemed a material alteration. These Terms and Conditions shall be deemed accepted by the Vendor without any additional or different terms unless agreed to otherwise in writing by Buyer.

2. Price. Except as set forth herein, Vendor agrees to hold firm throughout the term of these Terms and Conditions the pricing set forth on the PO. Vendor warrants that the price for the products or services including discounts and rebates is no less favorable than those prices extended to any other customer. In the event more favorable pricing is made available to another customer, Vendor will also reduce its prices offered to Buyer. Vendor warrants that prices are complete and that no additional charges of any type shall be added without Buyer's prior written consent including, but not limited to charges for shipping, packaging, labeling, storage, cartage, insurance, taxes, brokerage fees, custom duties, and surcharges of any type.

3. Delivery. Products to be shipped by Vendor shall be shipped FOB Destination. "FOB Destination" shall mean that (a) title and risk of loss to the products shall not pass to the Buyer until the products are delivered and signed for at the designated shipping destination; and (b) the Vendor will be responsible for paying all applicable freight charges of the commercial carrier. Vendor shall remain responsible for the condition of products in transit, insurance, and filing claims with the commercial carrier. Vendor shall also be responsible for placing the assigned PO number of the Buyer in the customer reference field of the shipping manifest. Buyer shall not incur, or otherwise be liable for transit-related fees, including, but not limited to freight charges and handling fees, unless the Vendor receives prior written authorization from the Buyer to incur such fees, and, in such instance, Vendor shall use Buyer’s designated carrier and applicable shipping number and comply with all of Buyer’s instructions.

4. Training. Prior to acceptance of the products, or at such other time as the parties may mutually agree, Vendor shall provide, at no cost or expense to Buyer, training in the operation of the products for employees or agents designated by Buyer if such training is reasonably required. Training will be conducted at Buyer’s location, unless otherwise agreed upon by the parties, and Vendor shall supply all written material as necessary for training at Vendor’s sole expense.

5. Services. The following terms and conditions shall apply to services.

(a) General Obligations. Vendor shall: (i) provide the services to Buyer as described and in accordance with the schedule set forth on the PO and in accordance with these Terms and Conditions; (ii) comply with all rules, regulations and policies of Buyer, including security procedures concerning systems and data and remote access thereto, building security procedures, and general health and safety practices and procedures (including, without limitation, health screenings and background checks as required by Buyer); (iii) maintain complete and accurate records relating to the provision of the services provided under the PO, including records of the time spent and materials used by Vendor in providing the services in such form as Buyer shall approve. During the term of the PO and for a period of two years thereafter, upon Buyer’s written request, Vendor shall allow Buyer to inspect and make copies of such records and interview Vendor personnel in connection with the provision of the services; and (iv) ensure that all persons, whether employees, agents, approved Subcontractors as defined below, or anyone acting for or on behalf of the Vendor, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the services.

(b) Subcontracting. Vendor may use subcontractors to provide certain services on its behalf under this Agreement (any such third party to whom Vendor subcontracts or otherwise delegates its duties is referred to herein as “Subcontractor”), subject to the following conditions: (i) Vendor will ensure that each Subcontractor complies with all relevant terms of the PO and these Terms and Conditions; (ii) Vendor shall remain fully responsible and liable for any and all: (a) performance required hereunder, and shall appropriately supervise and coordinate the performance of any of the services by any Subcontractor, and (b) acts and omissions of each Subcontractor (including, such Subcontractor’s employees and agents, who are involved in providing any services) to the same extent as if such acts or omissions were those of Vendor; and (iii) Vendor acknowledges and agrees that use of any Subcontractor will not release Vendor from any of its representations, warranties or obligations under the PO and at any time these Terms and Conditions.

6. Cancellation, Acceptance and Returns. Buyer may, upon written notice to Vendor, change shipping and delivery instructions, cancel or reschedule this PO, with or without cause, in whole or in part. Buyer’s sole liability upon any such termination shall be limited to: (a) the unpaid purchase price of the products (otherwise conforming to the requirements of this PO) that have been delivered or shipped to Buyer on or before the date of cancellation and (b) any services that have been performed by Vendor prior to the date of cancellation notice. Buyer’s sole liability for any change in shipping or delivery instructions or any rescheduling shall be to pay any additional out of pocket costs incurred by Vendor as a result thereof. Any other modifications must be in writing signed by Buyer and Vendor. Following performance of any services, Vendor shall certify in writing that the services are ready for acceptance review. With Vendor's assistance, Buyer shall, within thirty (30) days after receipt of such certification, conduct acceptance review, which means to review the work product of the services and/or any software provided to determine whether the services and/or software, as applicable, provided meet the specifications and perform the functions identified in this PO or other applicable document defining the services and/or software to be rendered. In the event the services and/or software fail to fulfill the specifications, Vendor shall re-perform the services or correct, modify or improve the software, as applicable, without additional cost to Buyer. Buyer shall have thirty (30) calendar days from the date of delivery within which to inspect products delivered hereunder. During such thirty (30) day inspection period, the Buyer may, in its sole discretion, reject such products based on shipping damage or any inconsistency with these Terms and Conditions, failure to comply with law or failure to meet the quality or safety rules or procedures of the Buyer. In the event the Buyer rejects such product, the Buyer shall have the right to return the product to Vendor. Vendor agrees to absorb all costs of shipping and Buyer shall receive a full credit of purchase price or a replacement product shall be shipped to Buyer with any applicable shipping fees waived. Buyer is not obligated to pay and Vendor shall not attempt to charge for any ancillary fees including, but not limited to handling, packaging or dunnage. Delivery of products shall not constitute the acceptance of the Products. Any termination of this PO pursuant to this provision shall be in addition to and shall not be exclusive of or prejudicial to, any other rights or remedies at law or in equity which Buyer may have on account of the default of Vendor, and the rights and remedies of Buyer set forth in these Terms and Conditions are not exclusive and are in addition to all other rights and remedies of Buyer at law or in equity. If Buyer prevails or is the successful party in bringing any legal action or other proceeding for the enforcement of this PO and these Terms and Conditions, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this PO or these Terms and Conditions, Buyer shall be entitled to recover its reasonable attorney fees and other costs incurred in that action or proceeding, in addition to any other relief to which Buyer may be entitled. Any sums due Vendor hereunder may be applied by Buyer as a set off against any sums owed by Vendor to Buyer or any of its affiliates or against any claims of third parties against Buyer arising from Vendor’s performance, breach or default, hereunder, whether under this or any other purchase order or other contract.

7. License Grant. In accordance with these Terms and Conditions, Vendor grants to Buyer and Buyer’s Affiliates, contractors, employees, and authorized agents (collectively, “Authorized Users”) a nonexclusive, sublicensable, irrevocable, fully paid up, world-wide license to the software and related intellectual property (including any documentation provided therewith) for access and use by the Authorized Users. The term of the license shall be the license term identified on the Vendor invoice associated with this PO or if none, perpetual. “Affiliate” means, with respect to any specified entity, any entity that directly or indirectly controls, is controlled by or is under common control with such specified entity. An entity shall be deemed to control another entity if such first entity has the power, directly or indirectly, to direct or cause the direction of the management or policies of such other entity, whether through ownership of voting securities, by contract, or otherwise. “Authorized Users” means individuals designated as authorized to access and use the software and documentation on behalf of Buyer and Buyer’s Affiliates.

8. Information Security. Vendor and Buyer agree on the importance of installing up to date third party security patches to help maintain network and computer workstation security. Vendor and Buyer will work cooperatively to ensure that all necessary third party security patches are installed and tested as quickly as possible. Buyer may install any/all third party security patches as it deems necessary. In the event that installation of a particular patch causes a subsequent defect or error in the operation of Vendor-supplied software, Buyer will remove the patch and contact Vendor. Vendor will then use its best efforts to install and test patch(es) and correct any defects or errors to the software that result. Vendor will then update the software to allow Buyer to reinstall the patch. Any such installation of security patches shall not void any warranty.

9. Warranties and Recalls. Vendor represents and warrants that it has and shall continue to have for the term of the Terms and Conditions, good title to the products (which for purposes of this Section 9 shall include software) delivered to Buyer and without violating the property rights or interests of any third party inclusive of the intellectual property contained therein. Vendor warrants that each of the products shall be free from defects in material and workmanship and shall conform to the published specifications for such product and Vendor's representations regarding the functions and uses for which the product is marketed, including without limitation fitness for the particular purposes for which Buyer has purchased the products or services. Throughout the term of the PO Vendor warrants and represents to Buyer that services performed by Vendor or by a permitted Subcontractor or agent of Vendor shall be performed on a professional basis, consistent with the best practices in the industry and in a diligent, workmanlike, and expeditious manner. Vendor represents and warrants that: (i) no product or service will include or transmit any Malicious Code; (ii) no product or service will include any Disabling Code; (iii) Vendor shall not invoke or cause to be invoked Disabling Code at any time, including upon expiration or termination of these Terms and Conditions or any PO for any reason, or upon any dispute, without Buyer’s prior written consent; and (iv) if the product includes software, that the software will operate in substantial conformance with the description in the applicable software documentation. “Malicious Code” means any feature, routine, software code, script, item or device, including any computer virus, worm, trap door, back door, or time bomb, that is intended or designed to, either automatically upon the occurrence of a certain event or upon the taking of or failure to take a certain action, or at the direction or control of any person or entity: (i) disrupt the operation of any products or services; (ii) cause any data to be destroyed, altered, erased, damaged, or otherwise rendered inoperable; (iii) permit any person or entity to take control of, or destroy, alter, erase, damage, or otherwise render inoperable computers or computer networks; (iv) transmit, without knowledge and consent, audible, visual, or other data regarding activities occurring in the room in which the products or services are used or installed (other than metadata customarily recorded by products such as the products or services), (v) hinder Buyer’s freedom to fully exercise its rights in connection with the products or services, or (vi) constitutes a cyber threat indicator, as that term is defined in the Cybersecurity Information Sharing Act of 2015. Malicious Code does not include any Disabling Code or functionality that is described in the documentation and that is consistent with the intended use of the products and services. “Disabling Code” means any software lock or routine for password checking, CPU serial number checking, time dependency, or similar code, in each case that (i) could disable or otherwise disrupt Buyer’s full and uninterrupted use of all or any portion of the software or services, and (ii) is designed to be invoked by Vendor. All of the warranties referenced or set forth in this Section shall be in addition to all other warranties which may be prescribed by law. In addition to all other remedies available at law or in equity, in the event Vendor is deemed not to have good title to the product set forth in these Terms and Conditions, any and all purchase commitments contemplated by the PO shall be deemed met. If a governmental entity recalls or subjects a good to any corrective action (“Governmental Recall”), Vendor will reimburse Buyer for any costs it incurs as a result of the Government Recall. If Vendor voluntarily recalls an item for any reason (“Voluntary Recall”), Vendor shall (a) immediately notify Buyer; (b) within a reasonable time frame of the Voluntary Recall, provide a written proposal of the corrective action to be taken by Vendor as a result of the Voluntary Recall, which corrective action is subject to Buyer’s review and approval; (c) perform the corrective action approved by Buyer. Additionally, within seventy-two (72) hours, Vendor shall notify Buyer if Vendor receives correspondence or notification from any governmental authority regarding the products or services, records related to services, Vendor’s quality system, and/or possible audit or any other matter relating to the products or services purchased hereunder.

10. Indemnification. If a claim is made or an action brought alleging that products (which for purposes of this Section 10 shall include software) or services infringe a U.S. patent, or any copyright, trademark, trade secret or other proprietary right, Vendor shall indemnify, defend and hold harmless Buyer against such claim and will pay resulting costs and damages, and attorney's fees. Vendor shall indemnify, defend, and hold harmless, Buyer from any and all injuries, loss, damage, costs, or expense that Buyer may incur by reason of or arising out of any claim alleging that the products were defective or gave rise to the harm caused, and from the willful, reckless and/or negligent acts or omissions of Vendor, its employees, agents or representatives; provided that (a) Buyer provides timely notification of the claim in writing to Vendor; (b) Vendor has primary control of the defense and all related settlement negotiations without admitting liability or fault on Buyer’s part in any settlement; and (c) Buyer cooperates in such defense at no expense to Buyer. Vendor shall not be excused from its obligations under this Section 10 as a result of any delay on the part of Buyer, except and only to the extent that any such delay causes actual prejudice.

11. Insurance. Vendor shall maintain commercially reasonable product liability, general liability and property damage insurance, all of which have been issued by insurance companies with an A.M. Best rating of A- or better, against any claim or claims which might or could arise regarding the products and services purchased by Buyer under these Terms and Conditions. The minimum limit of liability shall be $3 million per occurrence and annual aggregate for product liability, and $1 million per occurrence and annual aggregate for commercial general liability. In addition, If Vendor will receive or have access to Personal Information and/or Protected Health Information, Vendor will maintain Cyber Liability Insurance, including first party and third party coverage, with limits not less than ten million US dollars ($10,000,000.00) per occurrence and ten million US dollars ($10,000,000.00) in the aggregate. Vendor shall maintain insurance that will protect it from claims under workers compensation statutes and regulations and other employee benefits statutes and regulations. When requested by Buyer, an insurance certificate evidencing the foregoing coverage and naming Buyer as an additionally insured, issued by an insurance company licensed to do business in the relevant state or states and signed by an authorized agent, shall be furnished to Buyer. Each of the certificates shall provide that the coverage will not be cancelled until at least thirty (30) days after written notice has been given to Buyer. Vendor will also maintain Commercial Automobile Liability with limits not less than one million US dollars ($1,000,000.00), combined single limit.

12. Payment. Payment of undisputed invoices shall be net thirty (30) days from receipt of invoice. Vendor will accept payment in the following forms: ePayables, cash, check, credit card, and electronic funds transfer. Buyer is exempt from most sales and use taxes and will not be responsible for the payment of any such taxes to Vendor if Buyer timely provides Vendor with a valid exemption certificate. If Buyer is subject to taxation, the Buyer shall pay for taxes imposed in conjunction with these Terms and Conditions, excluding foreign, federal, state and local taxes based upon Vendor's revenues, net income, number of employees, or corporate existence. Notwithstanding anything to the contrary, Vendor represents and warrants that it shall not directly or indirectly pass through any excise or similar taxes for products purchased under these Terms and Conditions subject to 26 U.S.C. 4191. Additionally, Buyer shall not be liable for any taxes related to the Vendor's income, revenues, corporate characteristics, or other supplier-related excise or similar taxes.

13. Audit. Buyer and its designated agents shall have the right to audit Vendor's provision of products or services: (a) any time that Buyer has reason to believe the amounts charged for products or services provided hereunder are not proper; (b) if it suspects or has knowledge of Vendor's non- compliance with these Terms and Conditions, any policies as required herein, or any applicable laws or regulations; and (c) without cause, not more than once annually. Vendor shall provide Buyer and its designated agents with access to Vendor systems, operations, books, records, and supporting documentation sufficient to allow Buyer to audit Vendor as set forth in this Section. If Vendor has overcharged Buyer, Vendor shall promptly pay to Buyer the amount of the overcharge.

14. Term and Termination. The PO shall remain in effect until all obligations of the parties thereunder have been fully performed or waived.

15. Force Majeure. No party shall be liable or responsible to another party, nor be deemed to have defaulted under or breached the PO or these Terms and Conditions, for any failure or delay in fulfilling or performing its duties hereunder, if, and then only to the extent, such failure or delay is caused by or results from a Force Majeure Event, provided that that the affected party (a) provides prompt notice to the other party or parties, and (b) uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Any party may terminate the PO and these Terms and Conditions for cause and without penalty if a Force Majeure Event affecting another party continues substantially uninterrupted for a period of thirty (30) days or more. “Force Majeure Event” shall mean any and all acts or circumstances beyond the reasonable control of the affected party including, without limitation, acts of God, governmental actions, civil unrest or disturbances, terrorist acts or threats, epidemics, fire or other casualty, or any other causes, but shall not include labor disputes or supply chain interruptions.

16. Discount Safe Harbor. Vendor warrants that the prices stated herein are complete, and that no additional charges of any type, including but not limited to shipping costs, shall be added without Buyer’s express written consent. The parties acknowledge that the price paid by Buyer may reflect a discounted pricing arrangement. Vendor shall fully and accurately report discounted pricing, if applicable, on the invoice, coupon or other statement submitted to Buyer. Buyer may request additional information from Vendor to meet its reporting or disclosure obligations and Vendor shall provide such requested information to Buyer within a reasonable time of such request. Buyer may also receive subsequent documentation reflecting adjustments or allocations related to available discounted pricing. Buyer acknowledges that, by law, it is required to disclose, in any cost reports or claims for reimbursement submitted to Medicare, Medicaid, or certain other health care programs, the actual cost (after taking into account discounts, rebates or any other price reductions) of any items purchased, leased or otherwise obtained and, on request, provide to the U.S. Department of Health & Human Services and any state agencies, any invoices, coupons, statements, and other documentation reflecting such cost.

17. Governing Law/Venue. The PO and these Terms and Conditions are governed by the laws of the State of Missouri, United States of America, without giving effect to the conflict of laws principles and rules of the State of Missouri (to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri). All disputes arising out of or relating to these Terms and Conditions will be subject to the exclusive jurisdiction and venue of the state and federal courts seated in Jackson County, Kansas City, Missouri.

18. Headings. The headings in these Terms and Conditions are for convenience of reference only and shall not affect the interpretation of these Terms and Conditions.

19. Severability. If any provision of these Terms and Conditions shall for any reason, be held to be invalid or unenforceable, the remainder of these Terms and Conditions shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law; provided that if the invalidity or unenforceability of such provision causes the remainder of these Terms and Conditions to fail of its essential purpose, then either party may terminate the PO upon reasonable notice.

20. Relationship of the Parties. Each party is an independent contractor relative to the other party, and nothing herein shall be construed to create a partnership, joint venture, agency or other relationship between the parties other than the contractual relationship expressly set forth herein. No party hereto shall have any right or authority (express or implied) to agree to, assume or create any obligation on behalf of or in the name of any other party or to bind any other party to any contract, agreement, or undertaking whatsoever

21. Survival. All provisions of these Terms and Conditions that by their nature must survive termination in order to have their objectively intended effect, shall survive the termination of the PO.

22. Excluded Providers. Vendor hereby represents and warrants that neither Vendor nor any Vendor Personnel providing services hereunder have ever been convicted of any criminal offense related to health care, and are not now nor have ever been excluded from participation in Medicare, Medicaid, TRICARE (f/k/a CHAMPUS and CHAMPVA) or any other federal, state or local governmental health care program (each of such programs being referred to as a “Governmental Health Care Program”). Vendor shall periodically screen such Vendor Personnel using available governmental health care program exclusions database(s) and provide documentation of the results of such screenings to Buyer upon request. Vendor further represents and warrants that no proceedings or investigations are currently pending or, to Vendor’s knowledge, threatened by any federal, state or local agency seeking to exclude Vendor or any Vendor Personnel providing services hereunder from any Governmental Health Care Program or to sanction Vendor or any such Vendor Personnel for any violation of any rule or regulation of any such program. Vendor hereby agrees to immediately notify Buyer in writing of any threatened, proposed or actual conviction or exclusion from any Governmental Health Care Program, or any investigation that could lead to any such conviction or exclusion. Buyer may terminate the PO immediately and without penalty in the event that Vendor or any Vendor Personnel providing services hereunder are convicted of any criminal offense related to health care or are excluded from participation in any Governmental Health Care Program (and any of the foregoing events shall constitute a material breach of the PO and these Terms and Conditions by Vendor), or if Vendor is otherwise in breach of this Section. In the event Buyer terminates the PO pursuant to this Section, Buyer shall be entitled to all remedies available at law or in equity to redress Buyer’s damages resulting from such breach or breaches. Without limitation, Vendor shall immediately refund to Buyer all unearned prepaid fees, costs and expenses previously advanced by Buyer. Vendor shall defend, indemnify and hold harmless Buyer against all actions, claims, demands and liabilities, and against all loss, damage, costs and expenses (including reasonable attorneys’ fees), arising directly or indirectly out of any breach of this provision by Vendor, or resulting from the exclusion of Vendor or any Vendor Personnel providing services hereunder from any Governmental Health Care Program.

23. Confidentiality. Vendor may acquire knowledge of Confidential Information (as defined below) in connection with the performance of the PO. Except as provided below and as otherwise agreed to in writing by Buyer, Vendor agrees to take reasonable precautions (and no less precautions than the safeguards a reasonably prudent business would exercise in similar circumstances) to keep confidential and prevent the disclosure of any Confidential Information except to such of its employees and subcontractors who need such Confidential Information in order to enable Vendor to properly perform under the PO, and are who are subject to similar confidentiality obligations obligating them at least to the same extent as Vendor is obligated under this provision, and Vendor shall be responsible for any unauthorized disclosure of Confidential Information by such employees and subcontractors. Vendor shall not use, or permit to be used, Confidential Information for any purpose other than to perform its obligations hereunder. All Confidential Information shall remain the sole property of Buyer. “Confidential Information” means any non-public information, regardless of format, regarding research, development, trade secrets, business methods, policies and plans, Vendor’s, finances, personnel information, patient information, and any other confidential or proprietary information relating to or dealing with Buyer’s business, operations or activities, which is in any way, heretofore or hereafter, disclosed by Buyer or on or behalf of Buyer, or otherwise obtained by Vendor, directly or indirectly, in the course of, as a result of, or in connection with the PO or in connection with proposals or negotiations for the PO. Upon Buyer’s request, Vendor shall promptly return or destroy all Confidential Information. In any event, Buyer shall return or destroy all Confidential Information promptly upon completion or earlier termination of the PO.

24. Privacy and Security of Personal Information. To the extent Vendor receives or has access to personally identifiable information, Vendor shall comply with all applicable data privacy and security laws including, without limitation, the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act of 2009, and all other privacy and security protection law, and all rules and regulations issued under any of the foregoing, each and all as may be amended from time to time. If required under the PO, Vendor will also comply with the Business Associate Agreement linked hereto and incorporated herein by reference, and in the case of any conflicts or inconsistencies between these Terms and Conditions and the terms of such Business Associate Agreement, the terms of such Business Associate Agreement shall govern and control.

25. Access to Buyer’s Information System. Vendor shall not access, and shall not permit any access to, the Buyer System (as defined hereinafter), whether through the Vendor System (as defined hereinafter) or otherwise, without Buyer’s prior written authorization. Such authorization may be revoked by Buyer in writing at any time in its sole discretion. All Buyer-authorized connectivity or attempted connectivity to the Buyer System by Vendor shall be in compliance with this Section. To the extent Vendor receives access to the Buyer System, Vendor will be solely responsible for the information technology infrastructure, including all computers, software, databases, electronic systems (including database management systems) and networks used by or for Vendor to access the Buyer information technology infrastructure, including, without limitation, printers and other peripheral devices and which may also include home or personal computers, laptops, phones, and any other personal communications devices, software, data files or applications and networks, when such systems are used to perform Buyer business functions, or if those devices are used to store, process, or transmit Buyer’s business information (the “Buyer System”) or otherwise in connection with the services (collectively, the “Vendor System”) and will ensure that sufficient technological access barriers and human controls are in place to prevent unauthorized access to the Buyer System through the Vendor System. Additionally, Vendor shall (i) not install remote access software on the Buyer System network, (ii) not disassemble, decompile, or otherwise reverse engineer the Buyer System for any purpose including for discovering the source code and/or the trade secrets contained in the source code, (iii) not rent, lease, sublicense, distribute, transfer, decompile, reverse engineer or otherwise modify the Buyer System, (iv) not use the Buyer System in a service bureau, out-sourcing or other arrangement to process or administer data on behalf of any party other than Buyer, (v) not make copies of the Buyer System or the any associated documentation, (vi) not circumvent any access controls or technological access barriers placed on the Buyer System, and shall not introduce, by any means, and malicious code, virus, or other contaminants to the Buyer System, (vii) not share passwords, keys, or other access codes among personnel unless expressly instructed by Buyer to do so, and (viii) terminate access of any Vendor personnel to the Buyer System promptly upon the completion of such Vendor personnel’s portion of the services under the PO. Such Buyer System is deemed Buyer Confidential Information under the PO and these Terms and Conditions.

26. Vendor Compliance with Buyer Policies. To the extent Vendor’s personnel perform under this Agreement on the Buyer’s premises or using the Buyer’s equipment, Vendor shall ensure its personnel comply with all applicable policies of Buyer relating to business and office conduct, health and safety, and use of Buyer’s facilities, supplies, information technology, equipment, networks, and other resources.

27. Equal Employment Opportunity Commission. Buyer is an equal opportunity/affirmative action employer. If applicable, Vendor shall comply with the applicable provisions of Executive Order 11246 issued by the President of the United States, September 24, 1965, and the applicable provisions of the Vietnam Era Veterans Readjustment Assistance Act of 1974 and the Rehabilitation Act of 1974, all as amended, and to comply with the Rules and Regulations issued thereunder, as set forth at 41 CFR § 60-1.4(a), 41 CFR § 60- 250, 41 CFR § 60-300, and 41 CFR § 60-741. Vendor agrees not to discriminate against any employee or applicant for employment because of race, color, religion, age, sex, disability, national origin, veteran status or any other status protected by applicable law.

28. Authority. Each party represents that it has full power and authority to enter into and perform the PO and these Terms and Conditions, and the person accepting and the PO and these Terms and Conditions on behalf of it has been properly authorized and empowered to take such action. Each party further acknowledges that it has read the PO and these Terms and Conditions, understands it and agrees to be bound by them.

29. Use of Name; Publicity. Without the express prior written consent of Buyer, Vendor shall not make any announcements concerning the matters set forth in the PO and/or these Terms and Conditions, use the name or any tradenames, trademarks or service marks of Buyer or its Affiliates, or make any reference to Buyer or its Affiliates in any advertising or promotional material, letterhead, symbol or logo, or other communication.

30. Notice. All notices, requests, demands and other communications required or permitted under the PO or these Terms and Conditions shall be in writing and shall be deemed to have been given: (i) when delivered in person by hand (with written confirmation of receipt), (ii) upon the earlier of actual receipt by the addressee or three (3) business days after the date mailed, if sent by registered or certified mail (in each case, return receipt requested, postage pre-paid) or (iii) one (1) business day after a party sends such notice by nationally recognized overnight courier service (with all fees pre-paid). Notices must be sent to Buyer at the following addresses (or to such other address for a party as shall be specified in a notice given by such party in accordance with this Section): The Children’s Mercy Hospital, 2401 Gillham Road, Kansas City, MO 64108 Attn: Chief Financial Officer; with a copy to Office of the General Counsel/Risk Management.

31. Access to Books and Records. In the event that any law applicable to the PO and/or these Terms and Conditions requires review of the nature and extent of compensation paid to Vendor at any time during or after termination of the PO, Vendor will make available, upon written request, to the Secretary of Health and Human Services or any other government agency, the PO and these Terms and Conditions, and the books, documents, and records of Vendor that are necessary to certify the nature and extent of any transactions between Vendor and Buyer. In particular, in the event that the requirements of 42 U.S.C. § 1395x(v)(1)(I) or any amendments thereto are held applicable to the PO and/or these Terms and Conditions, then until the expiration of four (4) years after the expiration or earlier termination of the PO, Vendor will make available upon written request to the Secretary of Health and Human Services the contracts, books, documents, and records of Vendor if Vendor’s total compensation under the PO is $10,000 or more for any twelve (12) month period. If any of Vendor’s duties under the PO and/or these Terms and Conditions are carried out through an authorized subcontractor, Vendor will obtain the written commitment from such subcontractor that such subcontractor will retain and make its subcontract and all documents, books, and records available on the same basis and to the same extent.

32. Waiver. No delay or omission by a party to exercise any right or power accruing upon any breach of any agreement contained herein shall be construed to be a waiver of any such right or power or any acquiescence in such breach.

33. Assignment; Delegation; Subcontracting. No party may assign any of its rights hereunder or delegate or subcontract its duties without the prior written consent of the other party. Any purported assignment in violation of this Section shall be null and void. No assignment of the PO to a third party shall relieve the assigning party of any of its obligations hereunder. The PO and these Terms and Conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

34. No Third Party Beneficiaries. The PO is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns. No provision of the PO and/or these Terms and Conditions, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

35. Entire Agreement. Unless superseded by a fully executed binding written agreement active and in force on date of the PO, the PO and these Terms and Conditions, together with any other documents incorporated herein by reference and all related exhibits and schedules, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The PO and/or these Terms and Conditions may be amended, modified, or supplemented only by a subsequent written instrument, executed by authorized representatives of each party hereto.