Upon Customer’s request, InfuSystem shall provide Customer with ambulatory infusion pumps (the “Pumps”) and related supplies (collectively, a “Pump Service Package”). The Pump Service Package and other specific commercial details of the products and services to be provided are set forth on Exhibit A hereto (the “Medicare Patient Pump Services”). Customer agrees to pay InfuSystem at the rate specified below. Customer will be billed on the last day each month. Payments shall be due within thirty (30) days from the date of each invoice.
Per Treatment Pricing:
$79.00 per Medicare patient treatment
Applicable price may increase on an annual basis with thirty (30) days advance notice of any such increase.
This Agreement shall commence on the Effective Date and shall extend for a period of three (3) years thereafter. Both parties shall have the right to terminate this Agreement at any time on ninety (90) days advance written notice.
InfuSystem shall ship the Pump Service Packages to the address or addresses provide by Customer. InfuSystem shall be responsible for the cleaning, maintenance and repair of the Pumps, with the exception of cleaning, maintenance or repairs that are (i) not due to ordinary wear and tear, or (ii) due to Customer’s negligence or misuse of the Pumps. Customer shall be responsible for undue damage to the Pumps or Pump Service Packages up to an amount equal to the replacement cost of the Pumps or Pump Service Packages.
The Pump Service Packages are and shall remain the sole property of InfuSystem and Customer shall have no interest in the Pump Service Packages except the right to use and maintain possession during the Term.
Customer will use the Pump Service Packages with caution and due care and will comply with all applicable laws and regulations that relate in any way to the possession, use or maintenance of the Pump Service Packages. Customer shall use the Pump Service Packages solely for the purpose of treating its Medicare patients and shall not sublease or further distribute the Pump Service Packages to any third party.
Late payments shall accrue interest at a rate equal to 1.5% per month on any amounts not timely paid.
Upon the expiration or earlier termination of this Agreement, Customer will return the Pump Service Packages to InfuSystem in good working condition, with the exception of ordinary wear and tear resulting from the proper use of the Pump Service Packages.
Customer is responsible for and will indemnify, defend and hold InfuSystem harmless against all proceedings, actions, suits, claims, expenses, obligations, damages, costs, and liabilities, including reasonable attorney’s fees and costs, caused by, connected with, or resulting from Customer’s use or misuse of the Pumps. InfuSystem is responsible for and will indemnify, defend and hold Customer harmless against all proceedings, actions, suits, claims, expenses, obligations, damages, costs, and liabilities, including reasonable attorney’s fees and costs, caused by, connected with, or resulting from InfuSystem’s negligence, willful misconduct or breach of this Agreement.
Customer will not assign this Agreement without the prior written consent of InfuSystem.
It will be sufficient service of all notices under this agreement if they are given personally or delivered through certified mail with a return receipt requested, postage prepaid, at the address set forth in this Agreement, or to the address that such party may provide to the other party in writing.
Both parties will keep the terms of this Agreement and the confidential information of the other party confidential with respect to outside parties except as may be required by any governmental authority pursuant to law or any court of competent jurisdiction.
If a Pump Service Package is lost or damaged beyond repair, Customer shall be financially responsible for the replacement cost of the lost or damaged Pump Service Package.
Any amendment or modification to any section of this Agreement shall be made in writing executed by both parties.
This Agreement, including Exhibit A hereto, comprise the entire agreement between the parties on the subject matter hereof and it will not be revised or altered except through a further document signed by the parties to this Agreement.
This Agreement shall be construed in accordance with the laws of the State of Kansas.
In the event that any provision of this Agreement, or portion thereof, is held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.