This agreement (“Agreement”) made in Berwyn, Pennsylvania, by and between Positive Physicians Group Purchasing Organization, LLC called (“Company”), andSuburban Orthopaedic Specialistsan affiliate of Positive Physicians Insurance Exchange (“PPIX”), called (“Member”).

RECITALS

The Company is a group purchasing organization (“GPO”) that secures contracts for the provision of goods and services (“Contracts”) by vendors (“Vendors”) to participants.

Member desires to purchase goods and services via the Company from Vendors pursuant to Contracts. Member is an active participant of the Pennsylvania –based Positive Physician Insurance Exchange (PPIX) and is in good standing with its membership requirements.

AGREEMENT

1. The Company shall enter into Contracts with Vendors, as it determines is appropriate. From time to time, the Company and its Vendor partners will supply the Member with updated lists of participating Vendors, goods and services and current price list (See Exhibits A). The Member shall be entitled, in its sole discretion, to purchase goods and services from the Vendors subject and pursuant to the applicable Contracts.

2. Member hereby appoints the Company as its purchasing agent with respect to the Vendors as set forth in Exhibit A, attached hereto and amended from time to time and hereby agrees to become a non-voting member of Company. The Member hereby directs the Vendors to treat the Member as a Company participant, regardless of whether the Member has, or participates in, other GPO arrangements. Member agrees to keep all price lists and other proprietary information in the strictest confidence whether supplied by the Company or the Vendors.

3. Company and Member acknowledge that there are no fees paid by the Member to the Company for GPO participation.

4. Member understands and agrees that each Vendor will pay a GPO fee to Company as set forth in the Contracts and that such fee will be either up to three percent (3%) or less of the purchase price of the goods or services provided to the Member by the Vendor, as amended from time to time by the Company to compensate the Company for management of the GPO. Company shall notify Member on an annual basis, and the Secretary of HHS, on request, of the amount received from each Vendor with respect to purchases made by or on behalf of the Member. It is the intent of the Company and Member that the GPO fees are paid, collected and reported in a manner consistent with the anti-kickback statute safe harbor for a GPO (42 C.F.R. §1001.952(j)).

5. Company is acting solely as a GPO and the Member hereby releases, indemnifies and holds harmless the Company from any and all claims (including reasonable attorneys’ fees) that may be asserted against the Company arising from or related to the provision of or failure to provide any goods or services to the Member from any Vendor pursuant to any Contract.

6. Access to Books and Records. In order to assure proper reimbursement under Medicare and Medicaid, the parties agree that if this contract is determined to be a contract within the purview of 1861(v)(1)(i) of the Social Security Act (§952 of the Omnibus Reconciliation Act of 1980) and the regulations promulgated in implementation thereof at 42 CFR Part 420, Company agrees to make available to the Comptroller General of the United States, the Department of Health and Human Services and their duly authorized representatives, access to books, documents and records of Company and such other information as may be required by the Comptroller General or Secretary of HHS to verify the nature and extent of the costs of services provided by Company. If Company carries out the duties of the contract through a specific vendor worth Ten Thousand Dollars ($10,000) or more over a twelve (12) month period with a related organization, the vendor agreement will also contain an access clause to permit access by the Secretary, Comptroller General and their representatives to the related organization’s books and records. The obligation of Company to make records available shall extend for six (6) years after furnishing of the latest services under this Agreement or any renewal thereof.

7. This Agreement may be terminated by either party at any time and for any reason with ninety (90) days written notice to the other party.

8. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

9. This document contains the entire agreement between the parties and supersedes any prior understandings or agreements between them respecting the subject matter. No changes, alterations, modifications, additions or qualifications to the terms of this Agreement, excluding the list of Vendors and price lists, shall be made or be binding unless made in writing and signed by both parties.

10. All questions concerning the intention, validity, and meaning of this Agreement or relating to the rights and obligations of the parties with respect to the performance hereunder shall be construed and resolved according to the laws of Pennsylvania.

11. If any provision or section is found to be overturned the remaining paragraphs remain in force.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the 15th day of July, 2016.

Positive Physicians Group Purchasing Organization, LLC

By:

Jason Sharps, Director of Sales and Marketing

Member

Name: ______

By: ______

997597.2