THIS PARTICIPATION AGREEMENT ("Agreement") is made by and between MediGroup Physician Services ("MediGroup", a Delaware corporation) and the practice/facility ("Member") listed on the reverse side of this Agreement. This Agreement is effective as of the date this Agreement is submitted to MediGroup.
WHEREAS, the Member desires to access MediGroup's group purchasing contracts relating to the purchase of medical/surgical supplies and equipment, pharmaceuticals, radiology and laboratory supplies and equipment, office supplies and equipment, instrument and equipment repair services (collectively the "Purchasing Agreements"); and
WHEREAS, in consideration of the covenants of the Member, MediGroup desires to provide the Member with access to the Purchasing Agreements; NOW THEREFORE, MediGroup and the Member agree as follows:

1. ACCESS TO PURCHASING AGREEMENTS
So long as this Agreement remains in effect and the Member is in compliance with all of the terms and conditions set forth herein, the Member shall be entitled to purchase supplies, equipment, services and other products made available to MediGroup members in accordance with and subject to the applicable terms and conditions of the Purchasing Agreements and the terms and conditions of membership as provided in the Membership Acceptance Packet and as posted from time-to-time on the MediGroup website - the terms and conditions whereof the Member has read and accepts in its entirety.

2. PAYMENT AND VENDOR COMPLIANCE
The Member shall pay the applicable vendor(s) directly for any and all purchases made by the Member pursuant to any of the Purchasing Agreements. The Member shall keep all accounts with MediGroup vendors current. The Member agrees to review and comply with the terms and conditions of each MediGroup vendor whom the Member utilizes.

3. PROGRAM PARTICIPATION FEE- (All membership fees have been waived)
The Member agrees to remit applicable membership and usage fees to MediGroup in a timely fashion. MediGroup will accept payment in the form of check or credit card, which is hereby authorized by the Member. Non-payment may result in deactivation of the Member's account, loss of discounts on any current purchases, and loss of any accrued membership points or benefits.

4. PURCHASING SOURCE
The Member acknowledges and agrees that MediGroup will provide the intended benefits to the Member when the Member fully utilizes MediGroup's purchasing system. Therefore, the Member agrees to make best efforts to utilize the MediGroup as the Member's primary purchasing source.

5. TERM AND TERMINATION
The term of this Agreement shall commence on the Effective Date and continue for an initial term of one (1) year, and thereafter shall automatically renew for a additional successive one (1) year terms unless otherwise terminated as provided herein. The Agreement may be terminated by either party with 60 days written notice.

6. MISCELLANEOUS
The Member certifies that he/she holds a valid license to practice medicine within the United States. This Agreement supercedes any other agreement between the parties hereto, whether verbal or written. This Agreement shall be governed by and construed in accordance with the laws of Delaware.