DDS Overhead Management

Group Purchasing Membership Agreement

Company Name ("Member"):

Email:

Address:  Unit # Zip:

This DDS Overhead Management Group Purchasing Membership Agreement ("Agreement") is entered into by and between DDS Overhead Management, LLC (“DDSOM”), a Florida limited liability company, and the above-stated Member.

Whereas, the DDS Overhead Management Program is a membership group created to aggregate the purchasing volume of its Members, and use that leverage to negotiate discounted pricing with manufactures, distributors and other vendors of dental supplies, equipment, materials and services; and

Whereas, Member is designating DDSOM as its contracting agent in order to avail itself of the benefit of combined purchasing power represented by the DDSOM Program membership.

NOW, THEREFORE, in consideration of the above and the mutual promises contained herein, the parties agree as follows:

1. Definitions.
1. “Member” shall include the above-listed Member and all of Member’s affiliated entities and locations listed on Attachment A.

2. “DDSOM Program” or “Program” means the membership program entitling Members to purchase Products from DDSOM Vendors.

3. “DDSOM Vendor” or “Vendor” includes any Vendor that has entered into an agreement with DDSOM for the benefit of DDSOM and DDSOM Program Members.

4. “Products” refers to any of the goods or services offered by a DDSOM Vendor and/or the goods and services purchased by Member by virtue of its membership in the DDSOM Program.
2. Designation of Contracting Agent. Member designates DDSOM as its non-exclusive contracting agent in order to receive special pricing concessions and/or discounts on Products from DDSOM Vendors and other benefits of DDSOM Program membership.
3. Compliance with Contract and Terms and Conditions.Member agrees to abide by the terms of this Agreement, and any DDSOM Program Terms and Conditions as may be issued and amended from time to time.
4. DDSOM Program Vendors.DDSOM Vendors are those vendors identified on the DDSOM Program Vendor List located on the DDSOM website, as may be amended from time to time.DDSOM may, but shall not be obligated to, negotiate and enter into agreements with other vendors on behalf of Members.DDSOM shall have the right to cancel or modify any Vendor agreement at any time as it deems necessary, advisable or appropriate.
   
   Initials:
   *
5. Purchase Commitment. Member is not required to purchase Products from DDSOM Program Vendors. Member does acknowledge, however, that the availability of pricing concessions and/or discounts available to Members is based on the combined buying power of DDSOM Program’s participating Members.
6. Purchase for Own Use. Member represents and covenants that Member is entering into this Agreement for the sole purpose of procuring dental supplies and services for its own use as part of Member’s dental practice(s) and not for resale or distribution to any other dental office, practice or third party.
7. Membership Fees. Commencing on the first day of the month following execution of this Agreement and continuing throughout the term (and any extensions), Member shall pay to DDSOM a monthly Membership Fee in the amount of $179.00.DDSOM will be permitted to increase or decrease the Membership Fee at any time following thirty (30) days advance notice posted at the DDSOM website.
8. Administrative Fees; Rebates or Commissions.  DDSOM may receive administrative fees of 3% or less from clinical providers such as dental labs and dental supply companies.  DDSOM may also receive rebates, commissions or fees exceeding 3% from Vendors of goods or services not specifically related to healthcare or clinical dentistry.
9. Products Purchased from Vendors. All Products purchased through the DDSOM Program are purchased directly from the applicable DDSOM Vendors. DDSOM’s role is solely that of contracting agent on behalf of DDSOM Program Members, without liability or responsibility for the performance of Vendor obligations. DDSOM Vendors are solely responsible for sales, order processing, billing, shipping, payment, collection, delivery, installation, service, warranties, returns, refunds and all other activities attendant to the Products. Member recourse is in all circumstances limited to recourse from DDSOM Vendors.
10. Vendor Policies Applicable. All Products purchased by Member are subject to policies of the applicable Vendor.Member agrees to comply with all terms of applicable Vendor policies, including without limitation, use, service, return and refund policies.
11. Product and Service Warranties. Products and Services purchased by Member will be warrantied solely by the applicable Vendor and/or manufacturer. DDSOM DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, AS TO ANY PRODUCTS OFFERED FOR SALE OR LEASE UNDER THE DDSOM PROGRAM.MEMBER EXPRESSLY RELEASES DDSOM FROM ANY AND ALL LIABILITY AND CLAIMS RELATING TO THE PRODUCTS, AND ANY BREACH OR ALLEGED BREACH OF WARRANTY IN CONNECTION WITH THE PRODUCTS.MEMBER ACKNOWLEDGES MEMBER MUST LOOK SOLELY TO THE APPLICABLE VENDOR AND/OR PRODUCT MANUFACTURER FOR RECOURSE UNDER ANY CIRCUMSTANCES.
12. Limitation of Damages. DDSOM SHALL NOT BE LIABLE TO MEMBER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT PURCHASE, WHETHER OR NOT DDSOM HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.THIS LIMITATION APPLIES DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.DDSOM’S AGGREGATE LIABILITY UNDER THIS AGREEMENT DOES NOT EXCEED $1,000.00 EXCEPT IN THE EVENT OF DDSOM’S INTENTIONAL MISCONDUCT.DDSOM AND ITS AFFILIATES, MEMBERS, OFFICERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE TO MEMBER FOR ANY ACT, OR FAILURE TO ACT, IN CONNECTION WITH THE DDSOM PROGRAM, OR FOR THE ACT OR FAILURE TO ACT OF ANY VENDOR.
    
    Initials:
    *
    
    
    
13. Indemnification. Member agrees to defend, indemnify and hold harmless DDSOM, its corporate members, officers, employees, affiliates and agents from all losses, damages and costs, including but not limited to, attorneys fees and expenses, asserted against or sustained or incurred by DDSOM relating to i) Member’s purchase and/or use of the Products, ii) any action brought by any party in connection with any act, omission, or breach of any warranty or obligation by Member, except for losses incurred by reason of DDSOM’s breach of this Agreement or failure to perform its obligations hereunder.
14. Reporting of Price Reductions; Compliance with Law. Member will ensure that it satisfies any and all legal and regulatory requirements imposed on buyers of healthcare products and accurately report when required the net cost actually paid by the Member for Products purchased pursuant to this Agreement.
15. DDSOM Disclosure of Agreement. DDSOM is authorized to provide copies of this Agreement to any DDSOM Vendor in order to properly identify Member as participating in the DDSOM Program, and to any applicable federal, state or local government regulatory agency.
16. DDSOM Receipt and Disclosure of Member Information. Member consents to DDSOM’s disclosure of Member’s name, contact data and other information reasonably required by Vendors and prospective vendors to evaluate and establish customer accounts.Member authorizes Vendors’ disclosure to DDSOM of Member’s customer status, purchasing data and other information reasonably required by DDSOM.Member also consents to DDSOM’s collection and disclosure of non-identifying aggregated statistical data, such as membership usage, practice area, revenues, etc.
17. Termination. This Agreement has a one (1) year term that will automatically renew from year to year. This Agreement may be terminated by either party with or without cause upon 30 days prior written notice. DDSOM shall have the right to terminate this Agreement immediately in the event more than forty-nine percent (49%) of Member’s equity interest (or the equity interest of any of Member’s affiliated locations) is transferred to an unrelated third party.
18. Confidentiality. DDSOM may disclose to Member Confidential Information, including but not limited to, information about the DDSOM Program, services, business practices and agreements of a proprietary or sensitive nature not readily available through sources in the public domain (including but not limited to this Agreement and any Vendor Agreement). Member shall hold in strict confidence all DDSOM Confidential Information and shall use it only for the purpose of Member’s participation in the DDSOM Program.
19. Assignment. Member may not assign this Agreement or any of its rights or obligations herein without DDSOM’s prior written consent; no assignment in violation of the provisions of this Agreement shall vest any rights in any purported assignee unless approved by DDSOM. DDSOM may assign all or any portion of its rights and obligations under this Agreement without consent from Member.
    
20. Severability. In the event any provision of this Agreement is for any reason deemed to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.
    
    Initials:
    *
    
    
    
21. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida. The sole recourse for resolution of any dispute, controversy or claim of either party shall be to demand arbitration of the matter in St. Petersburg, Florida, in accordance with the rules of the American Arbitration Association or its successor. The decision of the arbitrator shall be conclusive and binding on the parties in arbitration and may be entered and shall be enforceable in a court of competent jurisdiction. The substantially prevailing party shall be reimbursed all reasonable costs and expenses, including all reasonable attorney’s fees, incurred in connection with the application of this section. The fees for the arbitrator shall be paid equally by both parties. BY AGREEING TO ARBITRATION, THE PARTIES ARE GIVING UP THE RIGHT THAT THE PARTIES MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL ISSUES CONCERNING THIS AGREEMENT.
22. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated hereby.This Agreement supersedes any prior oral or written agreements or understandings with respect to the subject matter of this Agreement.
23. Amendment. Except as otherwise provided herein, any amendment of this Agreement which lessens the rights granted to Member will be effective only upon the mutual written agreement of the Parties.Amendments which do not lessen the rights of Member may be posted at the DDSOM website.Any such amendment shall become effective fifteen (15) days after posting unless Member submits a written objection within the fifteen (15) day period.Member’s continued participation in the DDSOM Program after the posting of any amendment shall constitute Member’s acceptance of any such amendment.
24. Counterparts; Methods of Execution. Execution of this Agreement or any amendment by electronic signature is conclusive evidence of the parties’ intention to be bound and shall have the same effect as if signed by original signatures.

IN WITNESS WHEREOF, the parties, through their respective authorized persons, have executed this Agreement as of the parties' respective signature date.

Member

DDS OVERHEAD MANAGEMENT, LLC

By:

Karen Kaplan, Administrative Member

Date:

E-Sign Act Disclosure and Agreement

Your Consent To Use Electronic Records and Electronic Signatures

This website has elected to use electronic signatures as the default choice in lieu of paper. Be advised that according to the U.S. Federal E-SIGN Act in addition to various state laws an electronic signature is legally the same as a paper and ink signature. Also be advised in event enforcement is needed, all signatures are held in trust by SwiftSignature.com, as a neutral 3rd party, and may be legally enforced in court of law as per the terms of your respective contract.

Federal law requires certain safeguards to ensure that both consumers and vendors have the capability to receive copies of documents upon signature and are advised of the consequences of agreeing to receive documents electronically. Federal law also requires your consent to use e-mail and electronic versions of said contract and/or agreements, disclosures, and other documents and records, herein referred to as simply "electronic documents" that would otherwise be legally binding only if provided to you on paper as a printed physical document.

Electronic Documents for purpose of this disclosure include any documents signed using the Swift Signature service. All documents once signed cannot be revoked or canceled and will be stored for a minimum period of ten (10) years, and are available to either party at any time through our electronic web portal.

Free Document Storage Account

All signors are automatically entitled to a free document storage account within Swift Signature, the cost of which is given to you by the owner of this website. After signature, you may follow the prompts to save your document to your free account, where it will be accessible for a minumum of 10 years. This account is optional and available as a courtesy to you.

Right to withdraw consent

Note you do have the right to withdraw your consent to receive and/or use electronic documents, but be advised this does not cancel or revoke any prior documents for which permission existed at that time. The legal validity and enforcement of electronic documents, signatures, and deliveries used prior to revocation of consent will not be affected. To withdraw your consent, please contact the owner of this website.

Right to receive paper document

You have the right to have any document in paper form, should you choose at no charge to you. To request paper documents, please contact the party who referred you to this service.

By clicking "Sign and Send" on any document posting to SwiftCloud servers, you are agreeing to the terms contained herein, and are providing your consent to the use of electronic documents and signatures, as well as e-mail or sms phone message delivery of related electronic documents. You are also acknowledging receipt of this disclosure.

Hardware & Software Requirements

Use of this Service Requirements

1. Connection to the internet
2. Any internet web browser with graphical interface and a pointing device, aka "a mouse" for desktop computers or a touch screen for tablets or modern phones common after 2004
3. a PDF reader or browser capable of displaying Adobe PDF documents
4. A printer, should you wish to print and retain a paper copy of signed documents.

Acknowledgement of your access and consent to electronic records and electronic signature

By clicking "Sign & Send" on any document posting to this service, you agree that

• You were able to read this E-SIGN Act Disclosure & Agreement
• Should you desire, you were able to print on paper or electronically save this agreement for future reference
• You have an active email on file with the owner of this website
• That the device on which you indicated your agreement or signature, including both your hardware and your software comply with the terms above and were able to render the agreement in a fashion functionally equivalent to paper, and that the document agreed to was both readable and understandable.
• That any indication of signature and/or initials in addition to information provided is wholly yours and subject to the terms above.
• You consent to receive electronically any records, notices, agreements or disclosures made to you by our client, the referring service, during the course of your relationship with that company, subject to revocation per terms above.

Electronic Signature         Disclosure & Consent

Document Blockchain ID: cCI3Amjt2K3OgZc3WGQLIgkvvimegDIFKsEOLO0rNNs1wfElMQp8aJbRkmS0n13y, Signed on: , Signer 1 given identity: user@gmail.com, email verified by signer, IP Address: , Via browser: , Running on: , Language: , Timezone: , Resolution: , Destruction Date: , Document last modified prior to signature: