Assignments: In the event of a change of control, the non-affected party shall have the right to determine whether or not it wishes to have the agreement assigned.
Books and Records, Audits: Requiring the suppliers, and their sub contractors, to maintain their billing and records in accordance with accepted accounting principles. The agreement is also subject to Section 942 of the Omnibus Reconciliation Act of 1980 and its corresponding Regulations at 42 C.F.R. Part 420.
Business Associate Addendum: Is a supplemental agreement to the "Underlying Agreement" defining the Scope of Use and Disclosure by Business Associates of Protected Health Information (PHI).
Business Diversity: Stating that UMMS is committed to providing business opportunities to small diverse businesses.
Confidentiality Statement: That the contract, all exhibits attachments and appendices are confidential and cannot be shared with a third party except where required by law.
Contract Term: Clearly reflects an effective (Start) date and an expiration (End) date. In addition, the term must also reflect the number of one-year renewable options. No automatic renewal periods are permitted.
Definitions: Definitions explaining certain terms used in an Agreement (Goods, Supplier, Purchase Order, Schedules, etc.)
Dispute Resolution & Remedies: Describes the process by which disputes that may occur get resolved.
F.O.B. Destination (Free On Board): All freight, delivery and title of goods shipped are the sole responsibility of the vendor until the goods are delivered on-site and signed by UMMS.
Force Majeure: Allows the parties to the agreement to be excused from its obligations when delays are caused their reasonable control.
Governing Law: Are the laws in which contract disputes will be heard. In the case of UMMS, the State of Maryland will be required.
HIPPA Privacy Law: The parties agree, as required by law, to appropriately safeguard protect health information of any patient.
Indemnification: The obligation to make good any loss or damage another party has incurred, or may incur. The right the other party suffering the loss has or damage is entitled to claim.
Independent Contractors: The contractor's relationship to UMMS is that of an independent contractor.
Insurance: States the types and amounts of insurance a supplier is required to carry.
JCAHO: The supplier agrees to meet or exceed any standards and requirements of the Joint Commission Accreditation of health Care Organizations.
Liability: (i) An obligation to do or refrain from doing something; (ii) a duty that must be performed.
Market Conditions: The vendor must notify Corporate Contracting/Procurement of any changes that occur in the market place, which would positively affect UMMS.
Medical Records Compliance: Requiring the supplier to comply with HIPAA and Maryland Law governing the confidentiality of medical records.
Most Favored Nations: The supplier assures that the pricing offered is not higher than the prices offered to any of its other customers purchasing a similar volume for similar products.
Negligence: Failure to exercise a degree of care that any reasonable person of ordinary prudence would exercise under the same circumstances.
Non-Discrimination and Diversity: Neither party shall discriminate against individuals because of race, creed, color, sex, sexual orientation, religion, national origin, disability or any other status protected by law.
Notices: Written notice is required to be given under any provisions of the agreement. Such notices are mailed certified, return receipt, postage prepaid and addressed to corporate contracting with a copy to UMMS Legal council.
Participation by Affiliates: Defines the relationship of the UMMS affiliate hospitals to the Agreement.
Payment and Pricing Provisions: Clearly express the payment terms for both parties:
Price Increases: Potential price increases must be identified as to when they may go into effect and limited to the Consumer Price Index (CPI) or some other negotiated cost of living increase.
Purchase and Delivery of Goods: Defines the method, process, expectations and the delivery of goods ordered.
Purchasing Procedures: Explains the use of purchase orders as the method for ordering goods.
Sanction Certification: That UMMS will not contract with Companies, Sub-Contractors and/or individuals sanctioned by federal agencies.
Subcontracting: Prohibiting the supplier from assigning responsibility to anther party without the prior written approval of UMMS
Tax-Exempt: In most cases UMMS is not subject to pay taxes.
Term: The period of time the Agreement will be effective. The Agreement will have a commencement date, ending date, and possible renewable options. UMMS does not accept "Evergreen" renewal options.
Termination Clause: The ability to allow UMMS to cancel an agreement with or without cause and without penalty by giving the supplier thirty-days advanced written notice.
Warranties: Suppliers guarantees that all goods sold, provided, or delivered to Purchaser are in compliance with all applicable laws and specifications, free from defects, infringe any copyright, etc.