This Letter of Commitment (LOC) is made between Sterling Healthcare Logistics, LLC (SHL) and ABS Vaccines Member, (Member).

Member wishes to access the supply and services agreements within the Sterling Healthcare Logistics Aggregate 365 Program, and accordingly the parties agree as follows:

• 1. Authorization. Member authorizes SHL and/or its affiliates as its agent to negotiate and enter into agreements with vendors as well as affiliate agreements with Group Purchasing Organizations and/or Physician Buying Groups on its behalf. Member additionally authorizes SHL to execute vendor letters of commitment and make Primary Group Purchasing Organization selections on its behalf so that Member can access more favorable pricing.


• 2. Letter of Commitment (LOC). LOC provides the SHL contracted vendors with notification of the Member's intent to commit to purchasing the products for their practice through the SHL Aggregate 365 purchasing program.


• 3. Term. The initial term of this LOC is for one (1) year from the date of execution unless terminated by either party according to the termination provision provided herein. At the conclusion of the initial term, this LOC will automatically renew for successive one (1) year periods unless otherwise terminated in accordance with the termination provision provided herein.


• 4. Termination. Either party may terminate this LOC, with or without cause, by providing 90 days written notice to the other party. The Member may, upon 90 days written notification to SHL, terminate their use of any or all supply and services agreements within the SHL Aggregate 365 program as covered by this LOC. Member understands that upon termination of this LOC, member will no longer receive the negotiated benefits of a SHL member.


• 5. Confidentiality. Member agrees to keep the terms of this agreement and any agreements related to the Aggregate 365 program confidential.


• 6. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


• 7. Comply with State and Federal Laws. Negotiations to which SHL engages on behalf of Member shall be consistent with and not in violation of any and all applicable law, statutes, and regulations including, but not limited to all state and federal requirements and any amendments thereto, the Medicare self-referral prohibitions (more commonly known as the Stark laws), the federal anti-kickback statutes, and such other laws and regulations that may be enacted during the Term of this Agreement and any extensions thereof regulating the resale of goods and services to members of the medical community. SHL agrees that it will act in compliance with the Group Purchasing Safe Harbor of the Federal Anti-Kickback Law, 42 C.F.R. § 1001.952(j) as it may be amended from time to time ("Safe Harbor").


• 8. Physicians Direct Marketplace. During the term of this agreement Member will have access to the Physicians Direct Marketplace to access the SHL pre-negotiated and loaded discounted pricing for products and services. The Physicians Direct Marketplace is an online application developed to provide savings to all Physicians Direct Members based on the aggregated spend of all Members. ABS members have been granted access to the Physicians Direct Marketplace through this LOC.


• 9. Products for Own Use. Member agrees to use the products purchased for its own use and not resell them. Member shall permit the manufacturers, wholesalers and distributors to report purchasing data to vendors, and will permit vendors reasonable access to provide information or service materials.


• 10. Administrative Fees. SHL and ABS represent that payments to SHL and/or ABS may be made by Vendors with which SHL and/or ABS negotiate prices for Supplies and Services as permitted by all state and federal regulations, ("Administrative Fees"). SHL and/or ABS shall disclose all such Administrative Fees to Member as required by this Agreement. The parties agree to disclose fees collected as required by law. In addition, in the event that the Administrative Fees paid to SHL and/or ABS shall be required by state or federal law to disclose to the state or federal government, or other entity regulating the transactions contemplated by this Agreement or otherwise comply with the Law, then SHL and/or ABS shall immediately make such required disclosures, shall immediately notify Member that it is making a required disclosure, provide to Member all copies of materials sent to the requesting authority, and otherwise comply with such requests at its own cost and expense.


• 11. Maximum Administrative Fee. 11. HL and/or ABS may collect the Maximum Administrative fee permitted by law. The Administrative Fee which ordinarily will not exceed three percent (3%) which is payable to SHL from Vendors including Group Purchasing Organizations ("GPO") for Supplies and Services sold to Member shall not exceed 6 percent (6%) of the gross sales price of each individual product or service sold to Member or the maximum permitted by law or regulation. SHL shall disclose the Administrative Fee paid by each Vendor to SHL with respect to purchases made by Member on at least an annual basis provided a request is made by member in writing.