(a) Master Agreement issued by Company and executed between the parties. (b) The terms of the Supplier Agreement issued by Company
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1 This Purchase Order is between Anthem, Inc., on behalf of itself and its affiliates (individually and collectively, "Anthem"), and Supplier. The parties agree as follows: 1. Deliverables and Price. All services, including installation, and all goods provided by Supplier ("Deliverables") are subject to Anthem s inspection and approval and, if not approved, may be rejected and/or returned at Supplier s expense. (Payment prior to inspection shall not constitute acceptance and shall be without prejudice to any claim of Anthem against Supplier.) If no price is stated in this Supplier Agreement, unless ANTHEM otherwise agrees in advance in writing, the price for any Deliverable shall be the lowest of: (a) the price last quoted by Supplier; (b) the price last billed to Anthem; and (c) the prevailing market price. 2. Invoices; Electronic Signature; Time Limit; and Deliveries. Supplier shall submit invoices for Deliverables, with a bill of lading or express receipt attached to each invoice (if applicable). Unless otherwise specified by Company, Supplier shall invoice Company for all fees and, if applicable, expenses via the Company Invoice online tool in accordance with the then current requirements at _e pdf and as stated in the Procurement Process Technology and Electronic Signatures provisions therein. The Parties agree electronic signatures may be utilized for execution of this Supplier Agreement and any attachments hereto, including but not limited to, Statements of Work. The Parties acknowledge and agree that (i) the issuance of an electronic signature shall be valid and enforceable as to the signing party to the same extent as an inked original signature; and (ii) these documents shall constitute original documents when printed from electronic files and records established and maintained by either party in the normal course of business. Supplier shall not charge Company for researching, reporting or correcting errors related to invoices. The Parties acknowledge and agree that (i) the issuance of a Supplier Agreement or invoice number shall be valid and enforceable as to the signing Party to the same extent as an inked original signature, and (ii) these documents shall constitute original documents when printed from electronic files and records established and maintained by either Party in the normal course of business. Supplier will be solely responsible for all expenses associated with transmitting and receiving such documents vian Anthem s Procurement Process Technology (Ariba Supplier Network). Anthem shall pay each properly completed invoice within fifty (50) days of receipt, except for charges disputed by Anthem. However, Anthem shall not be obligated to pay for any service performed or any expense incurred by Supplier unless an invoice is received by Anthem not later than ninety (90) days after the service is performed or the expense is incurred. Supplier agrees that: (a) all shipping charges including transit insurance will be paid by Supplier in advance and documented by copies of original freight bills; (b) Anthem will not pay or reimburse additional charges of any kind, including charges for boxing, packing, cartage, or other extras, unless specifically agreed to in writing; (c) Unless otherwise specified in writing by Anthem, upon delivery of the Deliverables, their title and ownership shall be free and clear of all liens, claims and encumbrances, and such title shall vest in Anthem upon acceptance; (d) any discount period for cash payment will begin upon receipt of the Deliverables or receipt of Supplier s invoice, whichever is later; and (e) no C.O.D. shipments will be accepted. Supplier shall make deliveries to Anthem s receiving area identified on this Supplier Agreement, unless otherwise instructed in writing by Anthem. The specific quantity of Deliverables
2 hereby ordered must be delivered and any unauthorized quantity may be rejected and returned at Supplier s expense. Anthem may cancel any undelivered portion of the Deliverables if such portion has not been timely delivered or if Supplier breaches any of the warranties of Section 3 hereof. 3. License Grant; Representations and Warranties; Indemnification. The parties acknowledge that the material delivered by Supplier hereunder may contain pre-existing material developed by Supplier, and Supplier shall retain all right, title and interest in such pre-existing material. Supplier does, however, grant Anthem an irrevocable, non-exclusive, world-wide royalty-free license to use, copy and authorize others to use such pre-existing material in connection with the Deliverables for which such material was delivered. Supplier warrants that: (a) no part of the Deliverables has been manufactured, marketed, sold or priced in violation of any federal or state statute or regulation or municipal ordinance; (b) the Deliverables have been or will be produced in compliance with the Fair Labor Standards Act and Equal Employment Opportunity Executive Order 1126, Section 202, of September 24, 1965, as amended; and (c) the Deliverables do not infringe any patent, copyright, or other proprietary right or interest of any third party. Supplier warrants the Deliverables to be in exact conformance with this Supplier Agreement and/or other specifications agreed to in writing by Supplier and Anthem and free from defects in design, material and/or workmanship. Any deviation from or change or exception to this Supplier Agreement and/or other mutually agreed-upon specifications must be approved in writing in advance by Anthem. Supplier agrees to hold harmless, indemnify and defend (at Supplier s expense) Anthem and its officers, directors, employees, successors, assigns, customers and users from and against any claim, demand, expense, liability and damages resulting from or arising out of:(a) use by Anthem of any Deliverables created for or licensed to Anthem hereunder infringes or misappropriates any copyright, trademark, trade secret, U.S. patent, or other proprietary right of a third party; ( b) a breach of Supplier s confidentiality obligations; or (c) resulting from or arising out of Supplier's, its personnel, subcontractors, and/or agents failure to perform its obligations hereunder. The provisions of this Section 3 shall survive delivery of the Deliverables and the termination of this Supplier Agreement (and/or any other agreement regarding the Deliverables) and shall not be deemed waived by Anthem acceptance of or payment for the Deliverables. 4. Insurance. Supplier agrees, during the Term, to secure and maintain in force, Commercial General Liability, Business Automobile Liability, Workers Compensation with statutory limits and Employers liability and Professional Liability (when Professional Services are rendered) coverage at their own expense, in an amount which is sufficient based on relevant industry standards, to cover the obligations of the Supplier for the delivery of services specified by the Supplier Agreement. The Supplier must assume all deductibles in the described insurance policies. Supplier agrees that any subcontractors coming on the jobsite shall maintain Workers Compensation coverage and Commercial General Liability insurance and the Supplier retains sole responsibility for their subcontractors and any actions, damages or injuries thereof. Any materials or equipment brought on jobsite shall be insured under an all risk property insurance policy and shall be the sole responsibility of the Supplier. Supplier shall provide certificates of insurance evidencing that the required coverages are maintained and in force, naming Anthem Inc. as an additional insured under the Commercial General Liability and Umbrella Liability policies. All insurance policies shall apply as primary to and non-contributory with any other insurance
3 afforded to Anthem, Inc. or any of its affiliates with respect to the services rendered under this Agreement. In addition, Supplier will give thirty days notice to Company prior to cancellation or nonrenewal of any of the policies providing insurance coverage. This section does not replace or otherwise amend, in any respect, the limitations on Supplier s liability. 5. Trademarks and Branding; Anthem Proprietary Rights. Supplier shall not acquire any right in or to any name, mark or design of Anthem, Inc. or any of its affiliates. Supplier shall not use any such name, mark or design in any advertising or promotional material, or to state or imply any endorsement of Supplier or Supplier s products or services, or otherwise. Anthem shall own and have all right and title in all materials delivered by Supplier to Anthem which are first developed by Supplier in connection with its provision of Deliverables hereunder. 6. Order of Precedence. Any inconsistency between the terms of this Supplier Agreement and any attachments thereto shall be resolved by giving precedence in the following order: (a) Master Agreement issued by Company and executed between the parties (b) The terms of the Supplier Agreement issued by Company (c) Supplier boilerplate or other Supplier standard terms attached to this Supplier Agreement. 7. Governing Law; Dispute Resolution. This Supplier Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflicts of law principles. The parties agree: (a) to negotiate in good faith to resolve any dispute arising hereunder; and (b) to submit any dispute not so resolved to binding arbitration, to be held in Marion County, Indiana through and pursuant to the JAMS Comprehensive Arbitration Rules, upon written demand by either party. Each Party will bear its own attorneys fees and its own costs and expenses (including filing fees), and will also bear one half of the total arbitrator s and other administrative fees of arbitration. The Parties agree that the arbitrator s award shall be final, and may be filed with and enforced as a final judgment by any court of competent jurisdiction. Each of the parties hereby unconditionally waives any right to a jury trial with respect to and in any action, proceeding, claim, counterclaim, demand, dispute or other matter whatsoever arising out of this agreement. 8. Termination. Anthem may at any time, without cause, terminate this Supplier Agreement in whole or in part upon written notice to Supplier. In such event, Supplier shall be entitled to a reasonable termination fee consisting of a percentage of the Supplier Agreement price reflecting the percentage of the Deliverables properly performed prior to termination. Payment of such termination fee shall be Supplier's sole remedy. Upon Anthem's request, Supplier shall preserve, protect and deliver to Anthem materials on hand, work in progress, and completed work. 9. Confidentiality. Supplier and its directors, officers, employees and agents shall not disclose to any third party any information pertaining to the Deliverables hereunder, or pertaining to Anthem's business or operations which Supplier obtains or has access to in connection herewith, without the prior written consent of Anthem.
4 10. Entire Agreement; Assignment. This Supplier Agreement and any attachments shall constitute the entire agreement between Anthem and Supplier regarding the subject matter hereof, and all prior and contemporaneous agreements and understandings regarding such subject matter, both oral and written, are merged herein. This Supplier Agreement may not be changed except by a written amendment signed by the party against which such change is sought to be enforced. This Supplier Agreement may not be assigned by either party hereto without the other party s written consent, except that this Supplier Agreement may be assigned by Anthem, Inc. to any of its affiliates, or by any of its affiliates to Anthem, Inc. or or in the case of a merger or acquisition of all or substantially all of Anthem s assets effective upon written notice to Supplier. 11. Federal Contracts. THE FOLLOWING CLAUSE APPLIES IF THE DELIVERABLES ARE TO BE USED FOR PURPOSES OF ANY FEDERAL CONTRACT: Section 3012 of the Vietnam Era Veteran Readjustment Assistance Act of 1974 and Section of Title 41of the Code of Federal Regulations relating to employment and advancement in employment of qualified individuals with disabilities, disabled veterans and veterans of the Vietnam era, the implementing rules and regulations of the Secretary of Labor, and all contract clauses and requirements which are applicable and set forth therein are incorporated herein by this reference. 12. Medicare Program. THE FOLLOWING CLAUSES APPLY IF THE DELIVERABLES ARE TO BE USED FOR PURPOSES OF THE MEDICARE PROGRAM: DISCLOSURE OF INFORMATION - If Supplier, its agents, officers, or employees might reasonably be expected to have access to information within the purview of Section 1106 of the Social Security Act, as amended, and regulations prescribed pursuant thereto, Supplier agrees to establish and maintain procedures and controls so that no information contained in its records or obtained from ANTHEM and/or the Secretary of Health and Human Services or from others in carrying out the terms of this Supplier Agreement shall be used by or disclosed by Supplier, its agents, officers, or employees, except as provided in Section 1106 of the Social Security Act, as amended, and Regulations prescribed thereunder. PROHIBITION AGAINST USE OF DEPARTMENT OF HEALTH AND HUMAN SERVICES FUNDS TO INFLUENCE LEGISLATION OR APPROPRIATIONS - No part of any funds paid under this Supplier Agreement shall be used to pay the salary or expenses of Supplier to engage in any activity designed to influence legislation or appropriations pending before Congress. GOVERNMENT TERMINATION. This Supplier Agreement shall also immediately terminate, with no liability of Anthem to Supplier: (1) at the request of the United States Centers for Medicare & Medicaid Services or other duly authorized official or entity of the United States Government; or (2) upon the termination of any federal contract in connection with which Supplier is providing products and/or services under this Agreement; and/or (3) upon Supplier s suspension or debarment from participating in any United States Government contracting program.
5 COMMERCIAL ITEMS OR SERVICES. FAR Subcontracts for Commercial Items. a) Definitions. As used in this clause Commercial item has the meaning contained in Federal Acquisition Regulation 2.101, Definitions. Subcontract includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Supplier or subcontractor at any tier. b) To the maximum extent practicable, the Supplier shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract. (c)(1) The following provisions are hereby incorporated by reference and the Supplier shall insert them in any subcontracts for commercial items: (i) , Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include in lower tier subcontracts that offer subcontracting opportunities. (ii) , Equal Opportunity (Apr 2002) (E.O ). (iii) , Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 U.S.C. 4212(a)); (iv) , Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793). (v) , Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004)(E.O ). Flow down as required in accordance with paragraph (g) of FAR clause ). (vi) , Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App and 10 U.S.C. 2631) (flow down required in accordance with paragraph (d) of FAR clause ). (c)(2) While not required, the Supplier may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (d) The Supplier shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract. OTHER LAW. Supplier agrees to comply with and abide by all applicable statutes, laws and regulations governing the duties and obligations as set forth in this Supplier Agreement as well as the
6 Medicare/Medicaid Program including, but not limited to: the False Statements Act, the Anti-Kickback Act, the Privacy Act, the Americans with Disabilities Act, the Service Contract Act (as applicable) and Title VI of the Civil Rights Act of HIPPA Compliance. If Supplier requires the use or disclosure of protected health information hereunder, then Supplier shall be deemed a Business Associate of Anthem and the following provisions shall apply: a) Supplier will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, maintains, or transmits on behalf of Anthem as required by Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts ); b) Supplier will ensure that any agent, including a subcontractor, to whom Supplier provides such information agrees to implement reasonable and appropriate safeguards to protect such protected health information; c) Supplier will promptly report to Anthem any security incident of which Supplier becomes aware; and d) Supplier agrees Anthem may immediately terminate this Supplier Agreement if Anthem determines that Supplier has violated this Section 13.
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