This Participation Agreement (“Agreement”) is entered into between AccessPoint Vaccine Partners, LLC (“AccessPoint”) and the undersigned participating organization (“Participant”).
Definitions
- “Administrative Fees” means fees paid to AccessPoint by manufacturers, wholesalers, distributors, or vendors that are based on purchases made by Participant or other network participants under Purchasing Programs and are intended to compensate AccessPoint for purchasing coordination and contracting facilitation services.
- “Purchasing Programs” means pricing arrangements, contracting opportunities, or purchasing-related initiatives made available through AccessPoint.
- “Vendors” means manufacturers, wholesalers, distributors, or other suppliers offering Purchasing Programs.
- “Federal Healthcare Programs” has the meaning set forth under 42 U.S.C. § 1320a-7b and related regulations.
1. Purpose and Relationship
AccessPoint operates a group purchasing and purchasing coordination organization that facilitates access to Purchasing Programs and may also provide certain operational, educational, and analytical support services.Participant voluntarily elects to enroll in the AccessPoint network to obtain access to purchasing programs and related services.
AccessPoint does not place, modify, manage, or control Participant orders and does not act as a distributor, wholesaler, inventory manager, or purchasing agent for Participant. Participant is solely responsible for ordering products directly through authorized manufacturers, wholesalers, or distributors.
Participant retains full autonomy over product selection, purchasing decisions, clinical judgment, and patient care.
2. Network Services and Program Flexibility
AccessPoint may provide services including, but not limited to:
- Facilitation of access to purchasing arrangements or pricing programs
- Program coordination and administrative support
- Educational initiatives related to vaccine programs or product utilization
- Operational workflow resources or implementation support
- Data analytics, benchmarking insights, or program performance feedback
- Communication tools or outreach resources
- Other initiatives that support appropriate product access and utilization
Participant understands that the scope, availability, and timing of specific services may vary based on program design, manufacturer engagement, geographic considerations, or operational factors. AccessPoint does not guarantee that any specific service or initiative will be provided to all Participants.
AccessPoint may introduce additional programs or services from time to time. Participation in any specific program remains voluntary unless otherwise agreed in writing.
3. Membership Terms
Participation in AccessPoint is offered at no cost and is non-exclusive. Participant is not required to purchase any product or meet minimum purchasing volumes.
This Agreement shall have an initial term of one (1) year and shall automatically renew for successive one-year terms unless either party provides at least thirty (30) days written notice of termination.
AccessPoint may immediately terminate participation in the event of compliance concerns, misuse of purchasing programs, failure to meet vendor contract requirements, diversion or improper use of product, or conduct that may create regulatory, contractual, or reputational risk.
4. Administrative Fees, Service Compensation, and Safe Harbor Disclosures
Participant acknowledges that AccessPoint may receive Administrative Fees from Vendors in connection with purchases made by Participant or other network participants under Purchasing Programs.
Such Administrative Fees are based on purchasing activity and are intended to compensate AccessPoint for bona fide purchasing coordination and contracting facilitation services.
AccessPoint intends to structure its Administrative Fee arrangements in a manner designed to align with the group purchasing organization safe harbor under the federal Anti-Kickback Statute.
AccessPoint will provide written disclosure of Administrative Fees received in connection with Purchasing Programs to Participant at least annually. Such disclosure may include aggregate fee percentage ranges or other information reasonably necessary to support regulatory transparency.
Participant agrees to cooperate with reasonable requests for certifications, reporting, verification, or audit activities relating to Vendor agreements or regulatory compliance.
5. Separate Services and Compensation
AccessPoint may, from time to time, provide additional services to Participants or Vendors, including but not limited to educational initiatives, data analytics, operational support, or program development services.
Any compensation received by AccessPoint for such services shall be:
- Independent of Purchasing Program participation
- Not conditioned on or tied to the volume or value of purchases made by Participant
- Consistent with fair market value for bona fide services
Participant acknowledges that such services are separate from AccessPoint’s role as a purchasing coordination organization and are not part of Administrative Fees protected under the GPO safe harbor.
Administrative Fees paid to AccessPoint are paid by Vendors and are not separately charged to Participant as an additional fee for product acquisition under applicable Purchasing Programs.
Vendor Program Participation and Compliance
AccessPoint may make available purchasing programs that include eligibility criteria, performance expectations, or reporting requirements established by vendors.
Participant agrees to comply with all applicable vendor contract terms when electing to purchase under an AccessPoint-facilitated arrangement.
Participant shall not engage in diversion, resale outside authorized channels, or any conduct that may jeopardize contract pricing or program integrity.
6. Data Use and Reporting
Participant authorizes AccessPoint to collect, aggregate, analyze, and use purchasing and utilization data related to program participation.
AccessPoint may share aggregated or de-identified data with manufacturers, vendors, or program partners for purposes including contracting support, program performance evaluation, and network development.
Unless otherwise agreed in writing, Participant shall not disclose Protected Health Information (“PHI”) to AccessPoint. Each party shall remain independently responsible for compliance with applicable privacy, security, and healthcare information laws, including HIPAA where applicable.
7. Marketing and Publicity
AccessPoint will not publicly identify Participant as a network participant or use Participant’s name, logo, or testimonial without prior written consent.
8. Pricing and Program Disclaimer
AccessPoint does not guarantee product availability, pricing levels, reimbursement outcomes, vendor performance, or financial results associated with participation. Vendor contracts and program terms may be modified or terminated at vendor discretion.
9. GPO Participation and Regulatory Compliance
Participant acknowledges that AccessPoint operates group purchasing programs and may negotiate purchasing arrangements with manufacturers or vendors on behalf of participating members.
Participant agrees that when it elects to purchase products or participate in programs made available through AccessPoint, it will comply with all applicable contract terms, class-of-trade requirements, eligibility criteria, and applicable laws.
Participant represents that it furnishes healthcare services for which payment may be made in whole or in part under Medicare, Medicaid, or other Federal healthcare programs, and that it maintains all required licenses, permits, and qualifications necessary to purchase, dispense, administer, or bill for vaccines or other products.
Participant agrees that products obtained through AccessPoint-facilitated purchasing arrangements will be used or dispensed in accordance with applicable legal requirements and vendor program terms, including any “own use” or similar requirements.
Participant acknowledges that its participation in any purchasing program is independent and that each participating organization is severally responsible for its own compliance with contractual and regulatory obligations.
Participant agrees to provide accurate ownership and affiliation information upon request and to notify AccessPoint of any change in ownership that may affect eligibility or participation in vendor purchasing programs.
Participant further agrees to cooperate with AccessPoint in connection with administrative fee disclosure obligations, program reporting requirements, and reasonable verification or audit processes related to vendor agreements or regulatory compliance.
10. General Provisions
This Agreement does not create a partnership, joint venture, employment, or agency relationship.
Certain obligations relating to administrative fee disclosure cooperation, confidentiality, and compliance shall survive termination.
This Agreement constitutes the entire understanding between the parties regarding participation in AccessPoint programs and may be amended only in writing.
Confidentiality
Participant acknowledges that certain pricing information, program terms, vendor materials, and operational information made available through AccessPoint may be confidential or proprietary. Participant agrees not to disclose such information to third parties except as necessary for its own operations or as required by law.
Limitation of Liability
To the fullest extent permitted by law, AccessPoint shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to participation in Purchasing Programs or services provided under this Agreement.
Authority and Electronic Execution
The individual executing this Agreement on behalf of Participant represents and warrants that they are authorized to bind Participant to the terms of this Agreement. The parties agree that this Agreement may be executed electronically, including through electronic signature platforms, online enrollment systems, or similar electronic means, and that such electronic signatures shall be deemed legally binding and enforceable to the same extent as original handwritten signatures.
Governing law shall be the State of Texas.
By electronically signing below, the parties acknowledge and agree to the terms of this Agreement.