Purchase Order Terms & Conditions
 

These base terms and conditions (which may also be referred to as the “base terms” or “Base Terms”) describe Centene’s minimum requirements for a vendor or service provider and may be attached to different types of commercial contracts, as follows:

1.1 If Centene engages the Company by issuing a PO referencing these base terms by a URL and there is no other contract between the parties related to the subject matter of the PO, these base terms and any Attachments are incorporated into the PO and together comprise a Contract referred to as a “PO-Based Contract”.

1.2 If Centene enters into an engagement with the Company by attaching these base terms to an Order or referencing these base terms by URL in an Order (other than a PO), these base terms and any Attachments are incorporated into the Order and together comprise a Contract referred to as a “Single-Use Contract”. A Single-Use Contract is effective when the Order is signed by both parties.

1.3 If Centene and Company agree to terms governing one or more present or future Orders, these base terms and any Attachments and Orders referencing the Contract are incorporated into a Contract Cover Sheet and together comprise a Contract referred to as a “Master Contract”. A Master Contract is effective when the Contract Cover Sheet is signed by both parties.

1.4 If Centene issues a PO under a Master Contract or Single-Use Contract, the PO describes the quantity, nature, and price of the Goods and Services identified in the PO and the PO’s base terms linked by URL do not amend the Master Contract or Single-Use Contract.

1.5 If the parties (or their Affiliates) execute separate contracts that govern legal, regulatory, corporate responsibility, and industry requirements that Centene requires vendors to comply with whether or not in the context of vendor relationships (each a “Corporate Responsibility Contract”), the Corporate Responsibility Contracts govern this Contract to the extent applicable and, in the event of a conflict between this Contract and a Corporate Responsibility Contract, the Corporate Responsibility Contract will govern. If there is a conflict between Corporate Responsibility Contracts, the conflict will be resolved in the manner that permits Centene to satisfy its legal, ethical, and commercial requirements and best practices.

1.6 If there is a conflict between the parts of this Contract: (A) an Attachment controls over these base terms; and (B) these base terms and any Attachments, respectively, control over any Order, Contract Cover Sheet, or PO.

1.7 Capitalized terms that are used but not otherwise defined in these base terms have the meaning assigned in the Definitions section. This Contract is not an exclusive arrangement. Centene is permitted to negotiate and enter contracts with any person for the same or similar activities.

This section applies only to a PO-Based Contract. The PO is an offer to Company from Centene to purchase Goods and Services described in the PO subject to these base terms and any Attachments. Centene is permitted to cancel the PO, in whole or in part, before Company accepts the offer. The Contract is formed when Company accepts the offer. Company can accept the offer when it (a) expressly accepts the PO, (b) commences performance of any of the Goods and Services in the PO, or (c) fails to provide to Centene a written rejection or a written counteroffer within 5 days after the Company’s receipt of the PO. By accepting the offer, the Company agrees that no Company terms and conditions apply to the Goods and Services and any such terms included with the Goods and Services are void. The Company acknowledges and agrees that Centene would not engage the Company under any terms other than these base terms. If the PO refers to a project proposal or similar document from the Company, the reference will be limited to the description and quantity of Goods and Services described in the document if included in the PO.

Company will provide the services described in and subject to the Contract. The Company acknowledges that Centene expects exceptional service, quality, professionalism and support from its vendors, and the Company must therefore provide services in accordance with the highest standards in its industry. Except to the extent expressly provided otherwise in the Contract, Company must perform its Contract obligations entirely within the United States and must not send or make available outside the United States any Centene information. This section describes the Company’s minimum obligations with respect to services. An Attachment may provide additional or different terms for services (for example, a Master Services Attachment).

4.1 Company will provide the licenses described in and subject to the Contract. An Order will provide the license terms for any licensed materials, but if Company provides its intellectual property to Centene and no license is specified, Company hereby grants to Centene a worldwide, non-sublicenseable, fully paid, royalty free license for Centene, its Affiliates, and its third party service providers to use the intellectual property to fulfill the purposes of this Contract and solely for the benefit of Centene as long as such third party service providers are bound to confidentiality provisions no less stringent than those in the Confidentiality section of this Contract.

4.2 Centene and Company, respectively, own their previously existing or independently created intellectual property and retains their rights to third party intellectual property in their possession. Company assigns to Centene and will perform all actions necessary to perfect the assignment of, each deliverable and all intellectual property rights to any deliverables under the Contract. If protectable by copyright, Company and Centene agree that deliverables are “works made for hire” in favor of Centene within the meaning of the United States Copyright Act of 1976. If an Order provides that Company will retain intellectual property rights to materials it creates for Centene, Company hereby grants to Centene an exclusive right to the intellectual property for 3 years after its acceptance by Centene.

4.3 If Company incorporates its intellectual property into a deliverable, Company grants to Centene a perpetual, worldwide, assignable license for Centene and its third-party service providers to use that intellectual property in a manner consistent with Centene's use of the deliverable as described in the Contract (or, at minimum, in a commercially reasonable manner).

4.4 If Centene provides any of its property to the Company, the Company is permitted to use such material only to perform its Goods and Services and for no other purpose whatsoever. If the Goods and Services include, for example, the use of Centene’s trademarks to create materials for the public (including Centene personnel), the Company must seek Centene’s approval of each such use.

4.5 Company owns any feedback or suggestions made by Centene only if Centene submits the feedback or suggestion using a feedback form (such as on a website or within an application) except that (a) the feedback and suggestions are provided "AS IS" and Centene disclaims all representations and warranties relating thereto, and (b) Centene retains all intellectual property rights with respect to its confidential information. Centene retains all rights to any feedback or suggestions submitted any other way.

Company will deliver the goods described in and subject to this Contract. Title to goods will pass to Centene upon the earlier of (1) delivery at Centene’s designated facility or destination or (2) payment. Company will bear risk of loss until delivery at Centene’s designated facility or destination. Company will include a packing slip clearly identifying this Contract (and applicable PO number, if any) with each shipment of goods. Centene’s count of delivered goods will be deemed final and conclusive for goods delivered without a packing slip. Company will secure the lowest transportation and insurance rates and fulfill any carrier requirements. Centene will have no obligation to pay drayage, boxing or packing charges except to the extent expressly provided otherwise in the Contract. Company will be responsible for shipping costs for goods that are not shipped as provided for in this Contract, and Centene is permitted to (a) deduct these costs from amounts it owes to Company or (b) require Company to pay the costs directly. In the absence of specific instructions, Company will ship goods using the most economical mode of commercially reasonable transportation available consistent with the time and handling requirements in the Contract. This section describes the Company’s minimum obligations with respect to goods. An Attachment may provide additional or different requirements for certain Goods and Services (for example, a Master Purchase Attachment).

Centene has the right to accept or reject Goods and Services. Centene is permitted to reject Goods and Services that Centene determines in its sole discretion do not to strictly conform to Centene’s Requirements. Payment for any part of the Goods and Services does not constitute acceptance by Centene. At Centene’s request, Company will promptly correct or replace nonconforming Goods and Services at Company’s sole cost until the Goods and Services are conforming. If Company does not promptly correct or replace nonconforming Goods and Services, Company must refund all amounts paid for the nonconforming Goods and Services and reimburse (or, at Centene’s request, offset the amounts against any other amounts owed by Centene) Centene’s costs to correct or replace the nonconforming Goods and Services. Centene has the right to return rejected Goods and Services or Goods and Services supplied in excess of quantities stated in this Contract at Company’s expense. Centene and Company will comply with the Testing and Acceptance Attachment, if attached.

Centene is permitted to use licenses, goods, and services for Centene’s benefit and for the benefit of (a) any Centene Affiliate, (b) any entity that is partly owned by Centene or an Affiliate and for which Centene Corporation or its wholly owned subsidiary is authorized to direct operations and bind to legal obligations, or (c) any entity that Centene or a Centene Affiliate manages pursuant to a management agreement. Centene is permitted to also direct the Company to deliver Goods and Services to any of (a) – (c) (individually and collectively, “Service Recipients”).

8.1 Each party is required to hold the other party’s confidential information in confidence and will protect the other party’s confidential information using the level of care the party receiving confidential information (or creating confidential information on the other party’s behalf) would use to protect its own sensitive and confidential information, but in no event less than reasonable care.

8.2 Each party is permitted use the other party's confidential information only for the purpose of performing its obligations or exercising its rights under this Contract and will not use the information for any other purpose whatsoever.

8.3 Neither party will, without the written permission of the other party, disclose the other party's confidential information to any person who does not have a need to know the information to perform its obligations or exercise its rights under this Contract, or to any third party. Each party is permitted to disclose the confidential information of the other party only (a) as expressly permitted in writing by the other party, (b) in response to a lawful government order, and (c) as otherwise required by Law, and must in each case disclose only the minimum necessary confidential information. If a party is required to disclose confidential information by Law, it will, if permitted by Law, provide the other party with prompt written notice so that the other party can seek a protective order. Any person to whom the receiving party discloses the disclosing party’s confidential information must be bound by confidentiality terms no less stringent than those in this section.

8.4 A party will notify the other party of a breach of this section or any other improper disclosure of confidential information within 24 hours after it has reason to believe the breach or disclosure occurred.

8.5 A violation of this section will cause irreparable harm that cannot be adequately compensated by a judgment for damages and the damages would in any event be difficult to calculate. The non-breaching party is entitled to injunctive relief to enforce this section without any requirement to post bond.

8.6 The receiving party will return or destroy (and certify destruction of) the confidential information of the other party within 30 days after the termination or expiration of the Contract. The receiving party will promptly notify the other party if the return or destruction of confidential information is impossible or impracticable. The receiving party may retain confidential information of the other party in the receiving party’s customary data backups subject to the terms of this Contract even if the Contract is terminated or expires.

8.7 Confidential information of a party includes any information the party provides to the other party (or that the other party creates) in connection with this Contract that a reasonable person in the disclosing party's position would deem confidential, including derivative works, subsets, summaries and other materials incorporating confidential information. Except for any personally identifiable information, Confidential Information does not include information that is lawfully and without breach of any confidentiality obligation: (a) already known to or otherwise in the possession of a party at the time of receipt from the other party; (b) available to the public; (c) obtained from a third party; or (d) independently developed by a party.

8.8 Even if the Contract is terminated or expires, the receiving party’s obligations under this section will continue (a) for 5 years after disclosure of the confidential information or (b) with respect to any trade secret or personally identifiable information, indefinitely.

8.9 The Company will implement and maintain at its sole cost information security, privacy and governance policies and practices that are, at minimum, appropriate for the requirements of this Confidentiality section and that comply with Law.

9.1 Prices set forth in this Contract are firm and not subject to change except as expressly provided otherwise in the Order. If Company replaces a Commitment with another, higher-priced good, deliverable, or service acceptable to Centene, the price in the Order for the replaced good, deliverable, or service will apply to the new good, deliverable, or service. Without limiting any of Centene’s other rights or remedies under this Contract, if Company replaces any Goods and Services with another good, deliverable, or service with reduced quality, functionality, or features, Centene may at its sole discretion accept the Goods and Services and reduce fees equitably. Company warrants that prices for Goods and Services must be no greater than the lowest price Company offers to its customers for similar Goods and Services and will reduce its prices under this Contract correspondingly. Centene’s sole financial obligation for Goods and Services will be the fees described in this Contract.

9.2 Within 20 days after the earlier of completion and delivery of Goods and Services, or the end of each calendar month, Company will submit a complete and accurate invoice as directed in writing by Centene. Centene will have no obligation to pay for Goods and Services for which an invoice is submitted more than 90 days after the charges are incurred. Centene will have no obligation to pay, and Vendor will not, directly or indirectly, request reimbursement or charge Centene for, travel and related expenses or any other expense not required to perform any Goods and Services. Any permitted expenses must comply with Centene’s then-applicable policies and procedures.

9.3 Centene will pay complete and correct undisputed invoices within 60 days after Centene’s receipt of the invoice. If Centene disputes an invoice, Company must issue separate replacement invoices for the undisputed and disputed portions, and Centene will pay the invoice for the undisputed portion in accordance with this provision. Centene is permitted to withhold payment of the disputed invoice (or the replacement invoice issued for the disputed portion) without penalty or interest, and the parties will negotiate in good faith to resolve the dispute as soon as practicable and continue to perform their obligations in this Contract. If the dispute is not resolved informally within 30 days after Centene’s notice thereof, Centene or Company will then be permitted to pursue their respective rights or remedies available under this Contract, at law or equity. If attached, this dispute is subject to the Dispute Resolution Attachment. Centene is permitted to set off claims or amounts that Company or its Affiliates owe under the Contract against any amounts Centene or its Affiliates owe under this Contract or any other contracts with Company or its Affiliates.

Applicable state and local sales, use and other similar taxes, and any customs duties, excise tax, value added tax, processing tax or any levy or imposition which Company now or hereafter will be required to pay to any authoritative governmental body as a result of this Contract or the Goods and Services, on behalf of Centene, when identified as a line item, will be added to all applicable invoices and Centene shall be responsible for reimbursement to Company of any such taxes relating to undisputed invoices. Unless otherwise agreed between the parties, it is the Company’s responsibility to remit such applicable taxes to the State jurisdiction as required by law, if Company has invoiced and collected such taxes from Centene. Additionally, Centene will be responsible for any personal property taxes imposed on all materials owned by Centene, including both inventory and finished, products, goods, and services, and held at Company’s plants or warehouses, all as determined by the transfer of title for finished goods. If upon audit Company is assessed additional taxes in connection with this Contract or the Goods and Services, Company reserves the right to invoice Centene retroactively for such additional assessment for taxes, but not interest and penalties. Centene reserves the right to require that any such invoiced additional taxes be appealed through the respective authoritative governmental body’s administrative and judicial processes. The cost of such an appeal will be borne by Company if the assessed additional tax is reduced, and by Centene if the assessed additional tax is upheld. Centene may provide Company with an exemption certificate, prepared as per applicable law, or any other evidence reasonably acceptable to Company that any such taxes do not apply to products, goods and other Goods and Services provided to Centene by Company. If any Goods and Services or portion thereof believed to be exempt from taxes based on such certificate, is determined subsequently to be taxable, Centene shall hold Company harmless from the tax liability assessed and pay the tax due, including any interests and penalty. Centene will not be responsible for any taxes levied or imposed on the gross or net income of Company. In no event will Centene’s obligation exceed the relevant state statute of limitations on assessment of an applicable tax. Any income, franchise, gross receipts, or other taxes, whether related to, or imposed by employment withholding for Company’s personnel or Company’s property or not, and any associated penalties or interest, assessable under State law against the Company are the sole responsibility of the Company.

11.1 Time is of the essence with respect to the Company’s performance of the Goods and Services.

11.2 The Company will implement and maintain at its cost disaster preparedness plans appropriate to the Goods and Services.

11.3 Neither party will be liable for breach of this Contract to the extent a Force Majeure Event makes performance impossible, but only if the affected party promptly, but in no event longer than 7 days after its occurrence, notifies the other party of the Force Majeure Event. If Company is the affected party and seeks protection under this provision, it must also comply with the Project Delay Attachment, if attached. Company will use best efforts to mitigate the effects of a Force Majeure Event, including allocating all available production and resources to Centene before allocating production and resources to other Company customers. If Centene experiences a Force Majeure Event, if requested in writing by Centene, Company will suspend performance of affected Goods and Services and resume performance of Goods and Services when the Force Majeure Event has ceased. Centene will have no liability for any Goods and Services affected by the Force Majeure Event.

12.1 The Contract will be in effect from its effective date through the term that is stated in the Contract Summary (or, if not stated, for one year).

12.2 Centene is permitted to terminate this Contract in whole or in part for convenience upon reasonable, but no more than 15 days, prior written notice. Centene is permitted to terminate this Contract and any Order or PO under it, immediately upon written notice if Company: (a) is in default hereunder and has not cured the default within 30 days after written notice of the default; (b) fails to use properly skilled personnel and good quality materials to provide the Goods and Services; (c) fails to make prompt payment to any of its employees, subcontractors or suppliers; (e) provides Goods and Services that are defective or do not conform to this Contract; (f) experiences a Force Majeure Event affecting the Goods and Services lasting longer than 5 days; (g) fails to comply with Law; or (h) breaches its confidentiality obligations. Centene is also permitted to immediately terminate this Contract and any Order or PO under it to the extent directed to do so by a government entity, or if a government entity’s acts or omissions materially change the circumstances in relation to which this Contract or any Order or PO under this Contract relate. Centene may also terminate this Contract if Centene experiences a Force Majeure Event. Company is permitted to terminate this Contract if Centene fails to cure a material default under this Contract within 30 days after Centene receives written notice of the material default. Either party is permitted to terminate this Contract if the other party becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors or is otherwise unable to pay its debts when they become due. Centene is permitted to require a financial statement from Company at any time during the term of this Contract for the purpose of determining Company’s financial responsibility and request assurances of Company’s future performance against the terms of this Contract.

12.3 Following notice of termination by Centene, unless requested otherwise, Company will (a) immediately stop all Goods and Services (including the shipment of goods), (b) immediately cancel orders and commitments to its subcontractors and cause all subcontractors to cease all work related to this Contract, and (c) return or destroy (and certify destruction of) Centene’s confidential information. Centene must pay only for the Goods and Services completed, or requested to be completed, before the termination and accepted by Centene. Except as expressly provided above, Centene has no obligation to pay for any Goods and Services provided after notice of termination or for any costs incurred by Company or its subcontractors that Company could reasonably have avoided. Company will have no other claim against Centene on account of Centene’s termination of this Contract.

13.1 Company must retain: (a) for 4 years after termination or expiration of this Contract complete and accurate records to validate Company's compliance with this Contract, provision of Goods and Services, and fees, expenses, and other charges related to the Contract, all in accordance with generally accepted accounting principles consistently applied; (b) for not less than 10 years after the termination or expiration of this Contract, or such longer period of time as may be required by Law, all contracts, books, documents, papers and other records involving transactions related to the Medicaid, Medicare Advantage, the Affordable Care Act, and Prescription Drug Plans aspects of the Contract; and (c) certain records in accordance with a Corporate Responsibility Contract.

13.2 Company will, upon written request, make these records available to Centene and any governmental or regulatory authority and their respective duly authorized representatives. Company must provide reasonable assistance to Centene or its designated agent to conduct audits. Any audit by Centene will be conducted upon reasonable notice and during regular business hours and will be at Centene’s expense unless the audit reveals an overcharge of more than 5% for the audited Goods and Services or a material violation of Company’s obligations, in which event Company will promptly reimburse Centene the reasonable cost of the audit and any identified overcharges and take other remediation activities required by Centene. Centene’s use of any third-party auditor that is a competitor of Company will be subject to Company’s prior written approval, such approval not to be unreasonably withheld or delayed.

Company will indemnify, defend, and hold harmless Centene Indemnitees from and against any and all Losses arising from or related to third-party Claims against any Centene Indemnitee: (a) for injuries (including death) to persons and loss or damage to tangible property caused by the act or omission of Company Parties in connection with this Contract; (b) resulting from Company Parties’ negligence, intentional misconduct or violation of Law in connection with this Contract; (c) resulting from any misrepresentation, breach of warranty, or non-fulfillment of any obligation or agreement made by Company Parties in connection with this Contract; (d) any coemployment or other employment claim relating to Company personnel; and (e) Company Parties’ failure to pay taxes that are its or their responsibility to collect or pay in connection with this Contract. Company must not settle any Claim that requires anything more than a monetary payment or that admits Centene’s fault without Centene’s prior written approval.

15.1 Company must maintain insurance coverage by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Company Parties are engaged and must require the same for its subcontractors and agents. Company must maintain the specific coverage and satisfy the requirements in the Insurance Attachment, if attached. The limits of coverage under each policy do not limit Company’s liability and obligations under the Contract.

16.1 Company represents and warrants that:

A. All Goods and Services, including any repaired or replaced by Company: (a) are unencumbered, and free of any liens or restrictions; (b) conform to the Requirements and Documentation; (c) are well made, of good materials, merchantable, fit and sufficient for the purpose intended including any special requirements of Centene which have been disclosed to Company; (d) will be performed in a timely, competent, workmanlike manner; (e) goods are new when shipped (unless repaired as part of warranty obligations to Centene) and indicate the correct country of origin; (f) do not contain any toxic or hazardous materials (such as those set forth in 29 C.F.R. 1910); (g) must remain free from defects, whether latent or patent, in material and workmanship for one year after acceptance by Centene unless a longer period is stated elsewhere in this Contract; (h) in the case of edibles, will be wholesome and fit for human consumption; and (i) will be free of errors, viruses, malware, Trojan Horses and similar deficiencies.

B. Company has not made, and will not make any payments, directly or indirectly, by or on behalf of Company to or for the benefit of any employee or agent of Centene who may reasonably be expected to influence the decision to requisition, issue or take any action with respect to this Contract, and this Contract will not otherwise create a conflict of interest.

C. Company will comply with Law and with Centene Standards.

D. Company has all rights necessary to grant the licenses in this Contract, and intellectual property licensed or provided to Centene or otherwise used in connection with the Goods and Services does not infringe the intellectual property rights of any other person.

E. No Company Party or any person performing any part of this Contract is or will be excluded from participation in government contracts or has been an officer, director, agent, or affiliate of an entity that was at the time excluded from participation in government contracts.

16.2 Company must, at Centene’s sole discretion, immediately replace, repair or reperform, free of charge, at Company’s cost including shipping and insurance costs to and from Centene’s designated location, any Goods and Services that do not conform to the warranties under this Contract.

16.3 If the Company determines that any of its warranties under this Contract is not or is likely not to be true, it will inform Centene within 24 hours.

The Company must not use Centene’s trademarks or trade names or other intellectual property for any purpose other than providing the Goods and Services and must not otherwise identify Centene as the Company’s customer in writing or otherwise without Centene’s prior written consent.

18.1 Any attempt by Company to assign or delegate this Contract without Centene’s consent is void.

18.2 Unless otherwise provided in this Contract, any notice to be given under this Contract will be deemed to have been given (a) when emailed to the party’s notice email address provided in the Contract Summary, with written confirmation of receipt with a delivery receipt or (b) one day after being emailed without delivery receipt. Each party is permitted to change its notice address by providing written notice to the other party.

18.3 The parties are permitted to amend or vary the Contract and any right or remedy under the Contract only in a writing signed by an authorized representative of each party. Waiver by a party is effective only (ia) in writing from an authorized representative of the party and not, for example, by acceptance, payment, failure to insist on performance, or otherwise, and (b) with respect to the specific instance for which it is sought. An Order may amend this Contract only if it contains a section titled “Override Section” that includes (a) the specific section references and language to be overridden in the Contract and (b) the overriding language. An Order cannot, under any circumstances, amend a Corporate Responsibility Contract and any attempt to do so is void. No click-through, shrink-wrap or similar terms or those described on Company’s, or a third party's website will be binding upon Centene.

18.4 Centene’s rights and remedies provided in this Contract are cumulative and will be in addition to those implied by or available at Law.

18.5 This contract is governed by the laws of the State of Missouri without regard to conflict of laws principles and the state or federal courts of the State of Missouri will be the exclusive jurisdiction for any action brought under this Contract. The parties agree to the dispute resolution procedures in a Dispute Resolution Attachment, if attached.

18.6 Company acknowledges that it is an independent contractor and not an employee, agent, joint venturer, or partner of Centene and is acting on its own behalf and not for the benefit of any other person.

18.7 Any provision of the Contract, which expressly survives expiry or termination of the Contract or which, by its terms, requires performance after the termination or expiry of the Contract, or has application to events that may occur after the termination or expiry of the Contract, will survive such expiry or termination (including indemnification and confidentiality, data security and privacy obligations).

18.8 The parties intend each provision of the Contract to be distinct and severable. If any provision of the Contract is found to be unenforceable, the enforceability of the remaining provisions will not be affected.

18.9 Section headings are used for convenience and will not affect the construction or interpretation of this Contract.

18.10 This Contract (other than a PO-Based Contract) may be executed in counterparts and by facsimile or emailed PDF signature, all of which taken together constitute a single agreement between the parties. Each signed counterpart, including a signed counterpart reproduced by reliable means (such as facsimile and emailed PDF), will be considered as legally effective as an original signature.

“Affiliate” means an entity that controls, is controlled by, or is under common control with the party. Centene’s Affiliates include Centene Service Recipients.

“Attachment” means a document attached to the Contract that describes rights and obligations related to the specific commercial relationship between Centene and Company and that may amend or supplement these base terms. Each Attachment is incorporated into the Contract. The Attachments may include, e.g., the Master Services Attachment, an Insurance Attachment, and, for informational purposes, documents such as a Business Associate Agreement.

“Centene” means Centene Management Company, LLC, unless otherwise specified in the Contract Summary.

“Centene Indemnitee(s)” means Centene, its Affiliates, and their respective directors, officers, agents and employees.

“Centene Standards” means Centene’s Code of Conduct (https://www.centene.com/content/dam/centenedotcom/documents/CenteneCodeOfConduct_508.pdf) and Vendor Sustainability Code), as well as Centene’s policies and procedures applicable to vendors and visitors.

“Claims” means allegation, demand, action, suit, proceeding or claims (whether actual or threatened, civil, criminal, administrative or investigative) including any regulatory body.

“Company” means the counterparty to Centene identified in the Contract Summary (sometimes referred to as “Vendor”).

“Company Parties” means Company, its Affiliates, and their respective directors, officers, subcontractors, agents and employees.

“Contract Cover Sheet” is the signature page or cover sheet to a Master Contract that is signed by both Centene and Company.

“Contract Summary” means the description of parties, facts and intent, including the Contract effective date and duration, that is set forth in: (a) the PO in the case of a PO-Based Contract; (b) the Order in the case of a Single-Use Contract, and (c) the Contract Cover Sheet in the case of a Master Agreement.

“Documentation” means the information or instructions provided by Company with a delivered service, deliverable or good. Some examples of Documentation: user manual, product specification, software documentation or datasheet.

“Force Majeure Event” means circumstances beyond the reasonable control of a party that it could not prevent or overcome by taking reasonable precautions. Examples of Force Majeure Events: acts of God, acts of civil or military authorities, war, terrorist acts, riot, rebellion, insurrection, or revolution, sabotage, contamination, nuclear incidents, fires, epidemics, earthquakes, floods, hurricanes, storms or other severe or extraordinary weather conditions. Examples of circumstances that are not Force Majeure Events include: failing to have alternate and backup suppliers for components and materials, not having an adequate contingency plan or disaster recovery program, or not following them, not having backup power, not having redundant telecommunications circuits, not maintaining alternate transportation and logistics capacity, or failing to properly test and maintain equipment, and striking workers under the control of the party asking for relief.

“Goods and Services” means delivering the goods, performing the services, granting the licenses, and providing the deliverable outputs that are each described in the Contract.

“Law” means all laws, rules, regulations judicial and administrative decisions and guidance, and ordinances including without limitation all local, state and federal laws. Law also includes provisions of any contract between Centene and a government entity that Centene informs the Company in writing that the Company must comply with.

“Losses” means loss, liability, costs, and expenses (including court costs and attorneys’ fees), forensic examinations, damages, settlements, fines, penalties, and judgments.

“Order” means an order form, statement of work, or other ordering document describing the quantity, nature, price, and requirements or specifications of licenses, goods and services for a single commercial engagement, as well as a price list.

“PO” means a purchase order issued by Centene to Company.

“Requirements” means design and performance specifications, drawings, plans, instructions, samples or other description furnished or adopted by Centene, as well as compliance with this Contract.

1. Offer and Acceptance.
This Purchase Order constitutes an offer by Health Net Federal Services (“HNFS”) to purchase Goods or Services (the “Goods”) from the supplier (the “Seller”). By acceptance of this purchase order and/or commencement of any Work, the Seller agrees that the performance of Work will be governed by the Terms and Conditions which are hereby incorporated into this purchase order. Any changes or exceptions to these terms and conditions must be expressly accepted in writing by the HNFS Purchasing Agent identified the front of this Purchase Order.

2. Authority and Communication. “HNFS” means HNFS Purchasing Agent acting through its procurement organization. No other department of HNFS is so authorized to act. Claims by Seller for any adjustments will not be allowed unless duly authorized in writing by HNFS prior to implementation. All written communications are to be directed to HNFS’ procurement agent.

3. EEO Compliance.
HNFS provides equal employment opportunities (EEO) to all employees and applicants for employment without regard to race, color, religion, sex, national origin, age, disability or genetics. In addition to federal law requirements, HNFS complies with applicable state and local laws governing nondiscrimination in employment in every location in which the company has facilities. HNFS requires that Seller also comply with all applicable state and federal civil rights laws.

4. Anticorruption Laws. Seller further represents and warrants that in the performance of this Agreement Seller and its employees and agents will not violate federal, national, local or other anti-corruption laws (including provisions of the U.S. Foreign Corrupt Practices Act, “Anti-Corruption Laws”) that may be applicable to one or both parties to this Agreement, and have not previously engaged in conduct that would have violated Anti-Corruption Laws, including but not limited to obtaining or retaining business or a business advantage through unlawful payments, bribes, kickbacks, gifts, or other illegal inducements. Seller shall maintain anti-bribery policies and procedures and true and accurate records consistent with the requirements of the applicable Anti-Corruption Laws. Seller agrees to immediately notify HNFS if it violates any Anti-Corruption Laws in the performance of this Agreement.

5. Compensation.
For and in consideration of the timely and proper delivery of Goods, HNFS’s total obligation to Seller shall not exceed the amount on the front of this Purchase Order. Unless otherwise specified, the prices include all charges for packaging, handling, storage, delivery, and all taxes. Seller will pay all delivery charges in excess of the delivery charges which HNFS has agreed in writing to pay. If the Seller makes any price reductions after the date of this Purchase Order but prior to the payment date, such price reductions will be applicable to this Purchase Order. Seller warrants that the prices of the Goods covered by this Purchase Order are not in excess of the Seller’s lowest prices in effect on the date of this Purchase Order for comparable quantities of similar Goods. Any change to the Purchase Order amount shall only be authorized in writing by a HNFS Change Order, fully executed by both HNFS and Seller.

6. Delivery. HNFS will not be obligated to accept substitutions, untimely deliveries, deliveries in quantities other than those ordered by HNFS or deliveries of Goods failing to conform to Seller’s warranties contained elsewhere in this Purchase Order. Time is of the essence in this Purchase Order. Acceptance by HNFS whether of substitutions, late deliveries, partial deliveries or deliveries of non-conforming Goods shall not waive the delivery schedule set forth in this Purchase Order. Seller will immediately give written notice to HNFS of any actual or potential cause or event which threatens the timely performance of this Purchase Order. Unless otherwise specified in this Purchase Order, Seller will retain the risk of loss or damage in transit until Goods are actually delivered to HNFS’ requested destination.

7. Packing and Marking. The reports and any other Goods to be furnished hereunder shall be adequately packaged and packed to ensure safe delivery at destination. All products shall be clearly marked to identify the contents, the sender, and the individual/office to which they are being sent. Extra care shall be taken in packaging electronic media to protect against damage and to ensure that electronic media does not become separated from the routing markings. All reports and other products to be furnished shall be shipped via a method that provides for acknowledgement of receipt. Seller shall retain such receipts. Shipments containing electronic media shall be marked as such and shall include the statement “Do Not X-ray”. Seller shall include the prime contract number and seller number on all products to be furnished under the seller.

8. Inspection and Workmanship Final inspection and acceptance of Goods shall be made by HNFS, after delivery at destination unless otherwise expressly indicated in this Purchase Order, and shall be conclusive except as regards latent defects, fraud, such gross mistakes as amount to fraud, and the Seller’s warranty obligations.

Any Goods purchased hereunder shall be subject to inspection and tests by HNFS to the extent practicable at all times and places, including the period of manufacture and in any event, prior to acceptance. If HNFS makes any inspection or test on the premises of the Seller, the Seller shall, without additional charge, provide all reasonable facilities and assistance for the safety and convenience of HNFS’ inspectors in the performance of their duties. All inspections and tests shall be performed in such manner as not to unduly delay the work. No inspection or test made prior to final inspection and acceptance shall relieve the Seller from responsibility for defects or other failures to meet the requirements of this Purchase Order.

In case any Goods are defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, HNFS shall have the right either to reject it, require its correction, or accept it with an equitable adjustment in price. Any Goods that have been rejected or require correction shall be removed and corrected, or replaced at the expense of the Seller, promptly after notice. If, after being requested by HNFS, the Seller fails to promptly replace or correct any defective Goods, HNFS may replace or correct such Goods and charge the Seller the cost occasioned HNFS thereby, or without further notice, terminate the Purchase Order for default according to the clause hereof entitled, “Default”.

The Seller shall provide and maintain an inspection system according to sound business practice and as otherwise provided in the Purchase Order. Records of any inspection work by the Seller shall be kept complete and available to HNFS during the performance of this Purchase Order and for such longer periods, and in such manner as may be specified elsewhere in this Purchase Order.

9. Working Conditions and Human Rights.
By acceptance of this order, seller agrees that any material violation of law by seller relating to basic working conditions and human rights, including laws regarding child labor, slavery, and human trafficking, applicable to sellers performance under this purchase order may be considered a material breach of contract for which HNFS may elect to cancel any open orders with the seller at no cost to HNFS.

10. WARRANTY.
Seller warrants that Seller and its employees shall, in providing Goods hereunder, exercise the degree of skill, care and diligence consistent with industry standards in accordance with any and all requirements, specifications or drawings provided by HNFS, and that such Work will be suitable for the purpose intended. Should Seller fail to perform to those standards, it shall (a) without cost to Client or HNFS, re-perform and correct any substandard Work; and (b) reimburse HNFS for HNFS’s direct, incidental, consequential or other costs resulting from or arising in connection with breach of such warranty. If Seller fails to replace or correct any such Goods after reasonable notice, HNFS may, at its sole option, cause such Goods to be replaced or corrected and all costs and expenses incurred in connection therewith shall be borne by Seller. However, in the event that the Goods deficiency affects the immediate health and safety of HNFS, it’s Client, or others, then HNFS shall have the right to direct re-performance and correction of the substandard Work by whatever means is most immediate, and such reasonable costs associated with said correction shall be the sole responsibility of Seller.

Seller also warrants that any goods supplied are merchantable and comply with specifications, drawings and data submitted to or by HNFS, are free from defects, whether patent or latent, in design, material and workmanship, and are suitable for the particular use for which the items are purchased and are free and clear of all liens and encumbrances. Seller shall transfer all manufacturer or Seller warranties associated with the goods supplied to HNFS and/or entity designated by HNFS.

This Warranty Article supersedes any lesser warranty, whether stated or implied, which may be contained in submittals or other documentation delivered to HNFS by Seller under this Seller PO, regardless of whether the submittals or other documentation is accepted or otherwise approved by HNFS, unless a lesser warranty is specifically identified in the Seller PO. Any Work corrected as a consequence of this Article shall be subject to the same warranty as provided for the original Goods.

11. Payment. Unless other payment provisions are specified elsewhere in this Purchase Order, payment shall be made upon the later of (i) final acceptance by HNFS of the Goods, or (ii) submission by Seller of a proper invoice. Payment for Goods does not constitute acceptance. HNFS will take advantage of any discounts incorporated elsewhere in this Purchase Order, or found on individual invoices, whichever discount is more favorable to HNFS. Delays in receiving invoice(s), errors or omissions on invoice(s), or lack of supporting documentation required by the terms of this Purchase Order, will be cause for HNFS to withhold payment without losing discount privileges. The first day of any discount period shall be the later of (i) the first working day of HNFS following final acceptance of the Goods, or (ii) HNFS’ receipt of a proper invoice. HNFS may make adjustments to amounts invoiced by Seller for shortages, rejection, or other failure to comply with the provisions of this Purchase Order.

HNFS will notify Seller of any such adjustments. Unless specified elsewhere in this Purchase Order, Seller shall furnish a separate invoice for each shipment of Goods or major increment of service rendered.

Seller shall submit original invoices including supporting documentation:
To: Health Net Federal Services, LLC (HNFS)
P.O. Box 1360
Rancho Cordova, CA 95741-1360

Each invoice must contain the following information:
Seller’s name;
Invoice number and date;
Purchase Order number, line item number, description of the Goods or Services, quantity, unit of measure, unit price, and extended total;
Name and address for remittent of payment.

By virtue of its submission to HNFS, each invoice or claim from Seller shall be deemed to include a warranty by Seller that all amounts claimed by Seller are due and proper. HNFS shall have the right to audit such claim or invoice and any books, documents or records of Seller that involve transactions relating to or which form the basis of said invoice or claim. In addition to any other rights HNFS may have under this Purchase Order, HNFS shall have a right of action against Seller for any breach of such warranty. Upon request by HNFS, Seller shall provide written certification of Seller’s invoices or claims in such terms, and with such signatures, as HNFS may prescribe; and HNFS may ignore any invoice or claim not so certified. Seller shall ensure that each of the Sellers and all tiers is bound by the same obligations as are imposed on Seller by this paragraph.

12. Risk of Loss. Notwithstanding any term of this Purchase Order, or any inference therefrom, the risk for any loss of or damage to or destruction of Goods described in this Purchase Order shall be borne by Seller at all times until the Goods are received and accepted by HNFS. Title to the Goods passes to HNFS upon final acceptance after inspection.

13. Insurance Requirements. Seller agrees that any Services to be rendered or Goods to be furnished by Seller under this Purchase Order shall be rendered or furnished as an independent HNFS, and Seller shall be solely responsible for the safe conduct of the performance under this Purchase Order and for the protection of all persons, premises or facilities involved in said performance. Seller shall provide all safeguards and take all necessary precautions to prevent the occurrence of any accident, injury, death or loss to any person or property in the performance of this Purchase Order, whether on Seller’s property, HNFS’ property or elsewhere. All performance under this Purchase Order by Seller is at Seller’s risk as to the methods, processes, procedures and safe conduct of the work. Seller will indemnify and defend HNFS and hold HNFS harmless from and against any and all losses, liabilities, claims, demands, suits, actions, proceedings and subrogation arising from or relating to the performance of Seller’s work. Before performing any work on HNFS’ premises, Seller will obtain (and thereafter maintain) the following insurance: (a) Workers’ Compensation and Employer’s Liability Insurance in the amount of $500,000 or the minimum limits required by law, whichever is greater, with waiver of subrogation in favor of HNFS; (b) General Liability Insurance (including contractual, products and completed operations coverage) with bodily injury limits of at least $1,000,000 per occurrence and $1,000,000 annual aggregate and with property damage limits of $1,000,000 per occurrence; and (c) Automobile Liability Insurance with bodily injury limits of at least $1,000,000 for any injuries to any person, $1,000,000 for any one accident involving two or more persons, and property damage of not less than $1,000,000 per accident. Seller will assure that all of the foregoing insurance will identify HNFS as a certificate holder and additional named insured, and Seller will provide a certificate of insurance upon request evidencing such coverage. Such insurances shall be primary to any other insurance maintained by HNFS. Seller will also assure that all certificates must provide ten (10) days’ notice to HNFS prior to cancellation or alteration of the insurance.

14. Governing Law. This Purchase Order shall be and is deemed to be made under the laws of the State of Delaware.

15. No Assignment. This Purchase Order may not be assigned and Seller may not delegate any performance, duty or other obligation of Seller without prior written consent of the HNFS Purchasing Representative. For any responsibility that is further delegated (after HNFS approval), Seller shall require the delegated entity to perform that function according to the requirements of this Purchase Order, including the appropriate URAC Standards.

16. Changes. HNFS may, without invalidating this Purchase Order, make changes of any kind within the general scope of this Purchase Order. Changes made to this Purchase Order shall be incorporated by written modification only and shall not be binding unless signed by a HNFS Agent. If a change causes an increase or decrease in the cost of or the time required for performance of this order, Seller shall give written notice within three (3) days of receipt of the change and shall specify in full and complete detail the basis for its assertion of its right to an adjustment within seven (7) days thereafter. Claims asserted thereafter shall be deemed waived. Failure to agree to any adjustment shall be a dispute under the Disputes Section. However, nothing in this Section shall excuse Seller from proceeding with its Work as directed by HNFS.

Issuance of Changes/Modifications to the Purchase Order: Seller shall be provided with each Change Order issued under this Purchase Order, and afforded the opportunity to acknowledge acceptance of the Change Order. In the event that Seller disagrees with the Change Order as issued by HNFS, then Seller shall notify HNFS’s Agent of such disagreement, in writing, no later than ten (10) calendar days after date of issuance of the Change Order. Such notice shall identify the reason(s) for Seller’s disagreement, including supporting documentation as required to substantiate Seller’s concern(s). If Seller fails to provide HNFS with such notice of disagreement within the time period herein stipulated, then Seller shall be deemed to have accepted the Change Order as written and Seller agrees that it has waived its right to disagree with the actions, value, and/or schedule set forth in the Change Order.

17. Notification of Change. Seller shall not be entitles to payment of any additional compensation for any cause other than as specifically provided for in this Purchase Order, including without limitation any act, or failure to act by HNFS, or the Client or the happening of any event, thing or occurrence (hereinafter “changes”) unless seller shall have a given HNFS due written notice of any conduct by HNFS (including actions, inactions, and written or oral communications) that seller regards as a change to the terms of this Purchase Order.
The written notice of change shall set forth all facts required to allow the evaluation of reasons for the change and the evaluation of its merits. Notice shall be given as soon as possible, and whenever possible, prior to the time that the seller commences performance of the work giving rise to the potential change, or as otherwise specified in the Purchase Order, or in all other cases within five (5) days after the happening of the event, thing, or occurrence giving rise to the potential change.

It is the intention of this section that any difference between the parties, arising under and by virtue of this Purchase Order, be brought to the attention of the HNFS Agent at the earliest possible time in order that such matters may be settled, if possible, or other appropriate remedial action promptly be taken. Seller hereby agrees that it shall have no right to additional compensation, excuse for non-performance, or any claim that may be based on any act, failure to act, event, thing, or occurrence for which timely written notice of potential changes as herein required was not filed.

18. Disputes. If any claim, controversy or dispute of any kind or nature whatsoever arises between HNFS and Seller and such dispute cannot be settled through negotiation, then any dispute shall be determined in appropriate legal proceedings, first through non-binding Alternative Dispute Resolution proceedings, if agreed to by the parties, then, if necessary, in a court of law, consistent with the Governing Law Article. Pending the resolution of any dispute under this Purchase Order, the Seller shall proceed as directed by written notice from HNFS. Disputes under this Purchase Order shall not affect any other Purchase Order in place or other Work being performed by Seller.

19. Incidental or Consequential Damages. In no event shall either party be liable to the other for any loss of profits or any other indirect, special or consequential damages of any nature whatsoever.

20. Indemnification. Seller shall indemnify HNFS, its subsidiaries, affiliates and their agents, employees, officers and directors against any and all claims or suits for including, but not limited to, injury to or death of persons, or for damage to or destruction of property, or for environmental pollution, resulting from any and all acts of Seller or its employees in the performance of this Purchase Order. Seller shall indemnify HNFS, its subsidiaries, affiliates and their agents, employees, officers and directors for any penalties, or fines imposed on HNFS by reason of Seller’s performance.

21. Patent and Copyright Indemnity. If HNFS receives a claim that the Goods or any part thereof manufactured by Seller infringes a U.S. patent, HNFS shall notify Seller promptly in writing and give Seller information, assistance, and exclusive authority to evaluate, defend and settle such claim. Seller shall then, at its own expense and option, (i) settle such claim, or (ii) procure for HNFS the right to use the Good, or (iii) replace or modify the Goods to avoid infringement, or (iv) remove the Goods and refund the purchase price (including transportation costs) less a reasonable amount for usage, or (v) defend against the infringing claim. If a court of competent jurisdiction subsequently holds the Goods to be infringing, the Seller shall pay any costs and damages finally awarded by reason of such infringement, and if the use of the Goods is enjoined, the Seller shall take, at its option, one or more of the actions described in (ii), (iii), (iv), or (v) above.

The Seller shall not be liable to HNFS for any special, indirect, incidental, or consequential damages or loss of profits arising out of any patent infringement. This patent indemnification shall not apply to either (I) Goods made to HNFS’ specifications or designs, (ii) Goods not manufactured by Seller, or (iii) Goods which have been modified by HNFS or used by HNFS in combination with any software or other equipment which is not provided by Seller to change, modify or improve Goods.

The foregoing states the entire liability of Seller with respect to infringement of any valid United States patent or copyright provided that Seller shall fully indemnify, defend and hold harmless HNFS from and against any claims, demands, damages, losses, costs, and expenses or causes of action or proceedings arising from or by virtue of the foregoing.

22. Force Majeure. Seller shall not be liable for failure or delay in performance resulting from, directly or indirectly, any cause or circumstance beyond its reasonable control. Such causes or circumstances shall include, without limitation, acts of God, acts or orders of any governmental authority, strikes or labor disputes, natural disasters, civil disturbances, difficulties or delays in transportation or delivery services, or other causes beyond the reasonable control of Seller. Seller agrees to notify HNFS of any such failure or delay in performance as soon as practicable.

23. Stop-Work-Order. HNFS may, at any time, by written notice to Seller, stop all or part of the Work hereunder for up to ninety (90) days. Upon receiving a stop-work order, Seller shall immediately comply with its terms and take all reasonable steps to avoid incurring any additional cost allocable to such Work. Within ninety (90) days- after the effective date of the stop-work order, HNFS shall either cancel the stop-work order or terminate the Work covered by the stop-work order. HNFS shall make an equitable adjustment in the Purchase Order delivery schedule and/or price if the stop-work order results in an increase in time or cost for performance. Seller must assert a claim for equitable adjustment within fifteen (15) days after the end of the Work stoppage.

24. Acts of Insolvency. HNFS may terminate this Purchase Order by written notice to Seller, if Seller becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

25. Termination. HNFS at any time by written notice may cancel this Purchase Order, or any part thereof, at its convenience and for other than default as contemplated under the clause entitled, “DEFAULT”, in which event HNFS shall be liable for the payment of reasonable cancellation charges which shall take into account, among other things, expenses already incurred and the Seller’s actual liabilities against commitments incident to this Purchase Order. Seller shall place all orders for, and schedule deliveries of materials and p arts necessary for its performance under this Purchase Order at such times as will enable Seller to meet, but not unreasonably anticipate, the schedule of deliveries set forth herein. In the event of cancellation of or changes to this Purchase Order, HNFS shall not be liable for any charges or costs arising out of commitments unreasonably anticipated by the Seller for the acquisition of said materials and parts, or out of work performed hereunder. In no event shall HNFS be liable for cancellation charges in excess of the Purchase Order price.

The foregoing shall be in addition to any other rights HNFS may have under this Purchase Order or applicable law.

26. Confidentiality. Unless otherwise authorized by HNFS, Seller shall keep all information relating to this Purchase Order and Work hereunder confidential. Further, to the extent that the Work under this Purchase Order required that the Seller be given access to confidential or proprietary business, technical or financial information belonging to the Client, HNFS or other companies, Seller shall after receipt thereof, treat such information as confidential and agrees not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized by HNFS in writing. Seller shall not disclose or release any information, new release, public announcement, advertisement or other such publicity concerning this Purchase Order or the Work or Goods hereunder to any third party without the express approval of HNFS. The restrictions set forth herein shall continue in effect upon completion or termination of this Purchase Order.

27. Taxes. Unless prohibited by law, Seller shall pay and has included in the price of the Purchase Order any federal, state or local tax, transportation tax, or other tax which is required to be imposed upon the Goods ordered hereunder, or by reason of their sale or delivery.

28. Compliance with Laws. (a) In the performance of this Purchase Order Seller shall comply with all federal, state and local safety laws, and all other applicable federal, state and local laws, regulations, rules and ordinances (collectively, “applicable laws”). Seller agrees, upon request, to furnish HNFS a certificate regarding compliance or compliance with applicable laws in such form as HNFS may from time to time require. Seller agrees to indemnify and hold HNFS harmless to the full extent of any loss, damage or expense (including attorneys’ fees) which HNFS may incur as a result of Seller’s violation of any applicable laws.

29. Export. Some products, materials, information or technology (materials/information) may be subject to import and/or export control laws and regulations of the U.S. or other countries. Seller agrees that it will not export, re-export or transfer the materials/information, or any products developed with or utilizing the materials/information, in violation of any applicable export control laws or regulations. Seller is responsible for obtaining any licenses required to export, re-export, transfer or import the materials/information. Further, materials/information may not, in the absence of authorization by U.S. and local law and regulations, as required, be used by or exported or re-exported to (i) any U.S. sanctioned or embargoed country, or to nationals or residents of such countries; or (ii) to any person, entity, organization or other party identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List, or the Department of State’s Debarred Parties List, as published and revised from time to time; or (iii) any party where the end-use involves nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles.

1. Offer and Acceptance.
This Purchase Order constitutes an offer by Health Net Federal Services (“HNFS”) to purchase Goods or Services (the “Goods”) from the supplier (the “Seller”). By acceptance of this purchase order and/or commencement of any Work, the Seller agrees that the performance of Work will be governed by the Terms and Conditions which are hereby incorporated into this purchase order. Any changes or exceptions to these terms and conditions must be expressly accepted in writing by the HNFS Purchasing Agent identified the front of this Purchase Order.

2. Authority and Communication. “HNFS” means HNFS Purchasing Agent acting through its procurement organization. No other department of HNFS is so authorized to act. Claims by Seller for any adjustments will not be allowed unless duly authorized in writing by HNFS prior to implementation. All written communications are to be directed to HNFS’ procurement agent.

3. EEO Compliance.
HNFS provides equal employment opportunities (EEO) to all employees and applicants for employment without regard to race, color, religion, sex, national origin, age, disability or genetics. In addition to federal law requirements, HNFS complies with applicable state and local laws governing nondiscrimination in employment in every location in which the company has facilities. HNFS requires that Seller also comply with all applicable state and federal civil rights laws.

4. Anticorruption Laws. Seller further represents and warrants that in the performance of this Agreement Seller and its employees and agents will not violate federal, national, local or other anti-corruption laws (including provisions of the U.S. Foreign Corrupt Practices Act, “Anti-Corruption Laws”) that may be applicable to one or both parties to this Agreement, and have not previously engaged in conduct that would have violated Anti-Corruption Laws, including but not limited to obtaining or retaining business or a business advantage through unlawful payments, bribes, kickbacks, gifts, or other illegal inducements. Seller shall maintain anti-bribery policies and procedures and true and accurate records consistent with the requirements of the applicable Anti-Corruption Laws. Seller agrees to immediately notify HNFS if it violates any Anti-Corruption Laws in the performance of this Agreement.

5. Compensation.
For and in consideration of the timely and proper delivery of Goods, HNFS’s total obligation to Seller shall not exceed the amount on the front of this Purchase Order. Unless otherwise specified, the prices include all charges for packaging, handling, storage, delivery, and all taxes. Seller will pay all delivery charges in excess of the delivery charges which HNFS has agreed in writing to pay. If the Seller makes any price reductions after the date of this Purchase Order but prior to the payment date, such price reductions will be applicable to this Purchase Order. Seller warrants that the prices of the Goods covered by this Purchase Order are not in excess of the Seller’s lowest prices in effect on the date of this Purchase Order for comparable quantities of similar Goods. Any change to the Purchase Order amount shall only be authorized in writing by a HNFS Change Order, fully executed by both HNFS and Seller.

6. Delivery. HNFS will not be obligated to accept substitutions, untimely deliveries, deliveries in quantities other than those ordered by HNFS or deliveries of Goods failing to conform to Seller’s warranties contained elsewhere in this Purchase Order. Time is of the essence in this Purchase Order. Acceptance by HNFS whether of substitutions, late deliveries, partial deliveries or deliveries of non-conforming Goods shall not waive the delivery schedule set forth in this Purchase Order. Seller will immediately give written notice to HNFS of any actual or potential cause or event which threatens the timely performance of this Purchase Order. Unless otherwise specified in this Purchase Order, Seller will retain the risk of loss or damage in transit until Goods are actually delivered to HNFS’ requested destination.

7. Packing and Marking. The reports and any other Goods to be furnished hereunder shall be adequately packaged and packed to ensure safe delivery at destination. All products shall be clearly marked to identify the contents, the sender, and the individual/office to which they are being sent. Extra care shall be taken in packaging electronic media to protect against damage and to ensure that electronic media does not become separated from the routing markings. All reports and other products to be furnished shall be shipped via a method that provides for acknowledgement of receipt. Seller shall retain such receipts. Shipments containing electronic media shall be marked as such and shall include the statement “Do Not X-ray”. Seller shall include the prime contract number and seller number on all products to be furnished under the seller.

8. Inspection and Workmanship Final inspection and acceptance of Goods shall be made by HNFS, after delivery at destination unless otherwise expressly indicated in this Purchase Order, and shall be conclusive except as regards latent defects, fraud, such gross mistakes as amount to fraud, and the Seller’s warranty obligations.

Any Goods purchased hereunder shall be subject to inspection and tests by HNFS to the extent practicable at all times and places, including the period of manufacture and in any event, prior to acceptance. If HNFS makes any inspection or test on the premises of the Seller, the Seller shall, without additional charge, provide all reasonable facilities and assistance for the safety and convenience of HNFS’ inspectors in the performance of their duties. All inspections and tests shall be performed in such manner as not to unduly delay the work. No inspection or test made prior to final inspection and acceptance shall relieve the Seller from responsibility for defects or other failures to meet the requirements of this Purchase Order.

In case any Goods are defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, HNFS shall have the right either to reject it, require its correction, or accept it with an equitable adjustment in price. Any Goods that have been rejected or require correction shall be removed and corrected, or replaced at the expense of the Seller, promptly after notice. If, after being requested by HNFS, the Seller fails to promptly replace or correct any defective Goods, HNFS may replace or correct such Goods and charge the Seller the cost occasioned HNFS thereby, or without further notice, terminate the Purchase Order for default according to the clause hereof entitled, “Default”.

The Seller shall provide and maintain an inspection system according to sound business practice and as otherwise provided in the Purchase Order. Records of any inspection work by the Seller shall be kept complete and available to HNFS during the performance of this Purchase Order and for such longer periods, and in such manner as may be specified elsewhere in this Purchase Order.

9. Working Conditions and Human Rights.
By acceptance of this order, seller agrees that any material violation of law by seller relating to basic working conditions and human rights, including laws regarding child labor, slavery, and human trafficking, applicable to sellers performance under this purchase order may be considered a material breach of contract for which HNFS may elect to cancel any open orders with the seller at no cost to HNFS.

10. Warranty.
Seller warrants that Seller and its employees shall, in providing Goods hereunder, exercise the degree of skill, care and diligence consistent with industry standards in accordance with any and all requirements, specifications or drawings provided by HNFS, and that such Work will be suitable for the purpose intended. Should Seller fail to perform to those standards, it shall (a) without cost to Client or HNFS, re-perform and correct any substandard Work; and (b) reimburse HNFS for HNFS’s direct, incidental, consequential or other costs resulting from or arising in connection with breach of such warranty. If Seller fails to replace or correct any such Goods after reasonable notice, HNFS may, at its sole option, cause such Goods to be replaced or corrected and all costs and expenses incurred in connection therewith shall be borne by Seller. However, in the event that the Goods deficiency affects the immediate health and safety of HNFS, it’s Client, or others, then HNFS shall have the right to direct re-performance and correction of the substandard Work by whatever means is most immediate, and such reasonable costs associated with said correction shall be the sole responsibility of Seller.

Seller also warrants that any goods supplied are merchantable and comply with specifications, drawings and data submitted to or by HNFS, are free from defects, whether patent or latent, in design, material and workmanship, and are suitable for the particular use for which the items are purchased and are free and clear of all liens and encumbrances. Seller shall transfer all manufacturer or Seller warranties associated with the goods supplied to HNFS and/or entity designated by HNFS.

This Warranty Article supersedes any lesser warranty, whether stated or implied, which may be contained in submittals or other documentation delivered to HNFS by Seller under this Seller PO, regardless of whether the submittals or other documentation is accepted or otherwise approved by HNFS, unless a lesser warranty is specifically identified in the Seller PO. Any Work corrected as a consequence of this Article shall be subject to the same warranty as provided for the original Goods.

11. Payment. Unless other payment provisions are specified elsewhere in this Purchase Order, payment shall be made upon the later of (i) final acceptance by HNFS of the Goods, or (ii) submission by Seller of a proper invoice. Payment for Goods does not constitute acceptance. HNFS will take advantage of any discounts incorporated elsewhere in this Purchase Order, or found on individual invoices, whichever discount is more favorable to HNFS. Delays in receiving invoice(s), errors or omissions on invoice(s), or lack of supporting documentation required by the terms of this Purchase Order, will be cause for HNFS to withhold payment without losing discount privileges. The first day of any discount period shall be the later of (i) the first working day of HNFS following final acceptance of the Goods, or (ii) HNFS’ receipt of a proper invoice. HNFS may make adjustments to amounts invoiced by Seller for shortages, rejection, or other failure to comply with the provisions of this Purchase Order.

HNFS will notify Seller of any such adjustments. Unless specified elsewhere in this Purchase Order, Seller shall furnish a separate invoice for each shipment of Goods or major increment of service rendered.

Seller shall submit original invoices including supporting documentation:
To: Health Net Federal Services, LLC (HNFS)
P.O. Box 1360
Rancho Cordova, CA 95741-1360

Each invoice must contain the following information:
Seller’s name;
Invoice number and date;
Purchase Order number, line item number, description of the Goods or Services, quantity, unit of measure, unit price, and extended total;
Name and address for remittent of payment.

By virtue of its submission to HNFS, each invoice or claim from Seller shall be deemed to include a warranty by Seller that all amounts claimed by Seller are due and proper. HNFS shall have the right to audit such claim or invoice and any books, documents or records of Seller that involve transactions relating to or which form the basis of said invoice or claim. In addition to any other rights HNFS may have under this Purchase Order, HNFS shall have a right of action against Seller for any breach of such warranty. Upon request by HNFS, Seller shall provide written certification of Seller’s invoices or claims in such terms, and with such signatures, as HNFS may prescribe; and HNFS may ignore any invoice or claim not so certified. Seller shall ensure that each of the Sellers and all tiers is bound by the same obligations as are imposed on Seller by this paragraph.

12. Risk of Loss. Notwithstanding any term of this Purchase Order, or any inference therefrom, the risk for any loss of or damage to or destruction of Goods described in this Purchase Order shall be borne by Seller at all times until the Goods are received and accepted by HNFS. Title to the Goods passes to HNFS upon final acceptance after inspection.

13. Insurance Requirements. Seller agrees that any Services to be rendered or Goods to be furnished by Seller under this Purchase Order shall be rendered or furnished as an independent HNFS, and Seller shall be solely responsible for the safe conduct of the performance under this Purchase Order and for the protection of all persons, premises or facilities involved in said performance. Seller shall provide all safeguards and take all necessary precautions to prevent the occurrence of any accident, injury, death or loss to any person or property in the performance of this Purchase Order, whether on Seller’s property, HNFS’ property or elsewhere. All performance under this Purchase Order by Seller is at Seller’s risk as to the methods, processes, procedures and safe conduct of the work. Seller will indemnify and defend HNFS and hold HNFS harmless from and against any and all losses, liabilities, claims, demands, suits, actions, proceedings and subrogation arising from or relating to the performance of Seller’s work. Before performing any work on HNFS’ premises, Seller will obtain (and thereafter maintain) the following insurance: (a) Workers’ Compensation and Employer’s Liability Insurance in the amount of $500,000 or the minimum limits required by law, whichever is greater, with waiver of subrogation in favor of HNFS; (b) General Liability Insurance (including contractual, products and completed operations coverage) with bodily injury limits of at least $1,000,000 per occurrence and $1,000,000 annual aggregate and with property damage limits of $1,000,000 per occurrence; and (c) Automobile Liability Insurance with bodily injury limits of at least $1,000,000 for any injuries to any person, $1,000,000 for any one accident involving two or more persons, and property damage of not less than $1,000,000 per accident. Seller will assure that all of the foregoing insurance will identify HNFS as a certificate holder and additional named insured, and Seller will provide a certificate of insurance upon request evidencing such coverage. Such insurances shall be primary to any other insurance maintained by HNFS. Seller will also assure that all certificates must provide ten (10) days’ notice to HNFS prior to cancellation or alteration of the insurance.

14. Governing Law. This Purchase Order shall be and is deemed to be made under the laws of the State of Delaware.

15. No Assignment. This Purchase Order may not be assigned and Seller may not delegate any performance, duty or other obligation of Seller without prior written consent of the HNFS Purchasing Representative. For any responsibility that is further delegated (after HNFS approval), Seller shall require the delegated entity to perform that function according to the requirements of this Purchase Order, including the appropriate URAC Standards.

16. Changes. HNFS may, without invalidating this Purchase Order, make changes of any kind within the general scope of this Purchase Order. Changes made to this Purchase Order shall be incorporated by written modification only and shall not be binding unless signed by a HNFS Agent. If a change causes an increase or decrease in the cost of or the time required for performance of this order, Seller shall give written notice within three (3) days of receipt of the change and shall specify in full and complete detail the basis for its assertion of its right to an adjustment within seven (7) days thereafter. Claims asserted thereafter shall be deemed waived. Failure to agree to any adjustment shall be a dispute under the Disputes Section. However, nothing in this Section shall excuse Seller from proceeding with its Work as directed by HNFS.

Issuance of Changes/Modifications to the Purchase Order: Seller shall be provided with each Change Order issued under this Purchase Order, and afforded the opportunity to acknowledge acceptance of the Change Order. In the event that Seller disagrees with the Change Order as issued by HNFS, then Seller shall notify HNFS’s Agent of such disagreement, in writing, no later than ten (10) calendar days after date of issuance of the Change Order. Such notice shall identify the reason(s) for Seller’s disagreement, including supporting documentation as required to substantiate Seller’s concern(s). If Seller fails to provide HNFS with such notice of disagreement within the time period herein stipulated, then Seller shall be deemed to have accepted the Change Order as written and Seller agrees that it has waived its right to disagree with the actions, value, and/or schedule set forth in the Change Order.

17. Notification of Change. Seller shall not be entitles to payment of any additional compensation for any cause other than as specifically provided for in this Purchase Order, including without limitation any act, or failure to act by HNFS, or the Client or the happening of any event, thing or occurrence (hereinafter “changes”) unless seller shall have a given HNFS due written notice of any conduct by HNFS (including actions, inactions, and written or oral communications) that seller regards as a change to the terms of this Purchase Order.
The written notice of change shall set forth all facts required to allow the evaluation of reasons for the change and the evaluation of its merits. Notice shall be given as soon as possible, and whenever possible, prior to the time that the seller commences performance of the work giving rise to the potential change, or as otherwise specified in the Purchase Order, or in all other cases within five (5) days after the happening of the event, thing, or occurrence giving rise to the potential change.

It is the intention of this section that any difference between the parties, arising under and by virtue of this Purchase Order, be brought to the attention of the HNFS Agent at the earliest possible time in order that such matters may be settled, if possible, or other appropriate remedial action promptly be taken. Seller hereby agrees that it shall have no right to additional compensation, excuse for non-performance, or any claim that may be based on any act, failure to act, event, thing, or occurrence for which timely written notice of potential changes as herein required was not filed.

18. Disputes. If any claim, controversy or dispute of any kind or nature whatsoever arises between HNFS and Seller and such dispute cannot be settled through negotiation, then any dispute shall be determined in appropriate legal proceedings, first through non-binding Alternative Dispute Resolution proceedings, if agreed to by the parties, then, if necessary, in a court of law, consistent with the Governing Law Article. Pending the resolution of any dispute under this Purchase Order, the Seller shall proceed as directed by written notice from HNFS. Disputes under this Purchase Order shall not affect any other Purchase Order in place or other Work being performed by Seller.

19. Incidental or Consequential Damages. In no event shall either party be liable to the other for any loss of profits or any other indirect, special or consequential damages of any nature whatsoever.

20. Indemnification. Seller shall indemnify HNFS, its subsidiaries, affiliates and their agents, employees, officers and directors against any and all claims or suits for including, but not limited to, injury to or death of persons, or for damage to or destruction of property, or for environmental pollution, resulting from any and all acts of Seller or its employees in the performance of this Purchase Order. Seller shall indemnify HNFS, its subsidiaries, affiliates and their agents, employees, officers and directors for any penalties, or fines imposed on HNFS by reason of Seller’s performance.

21. Patent and Copyright Indemnity. If HNFS receives a claim that the Goods or any part thereof manufactured by Seller infringes a U.S. patent, HNFS shall notify Seller promptly in writing and give Seller information, assistance, and exclusive authority to evaluate, defend and settle such claim. Seller shall then, at its own expense and option, (i) settle such claim, or (ii) procure for HNFS the right to use the Good, or (iii) replace or modify the Goods to avoid infringement, or (iv) remove the Goods and refund the purchase price (including transportation costs) less a reasonable amount for usage, or (v) defend against the infringing claim. If a court of competent jurisdiction subsequently holds the Goods to be infringing, the Seller shall pay any costs and damages finally awarded by reason of such infringement, and if the use of the Goods is enjoined, the Seller shall take, at its option, one or more of the actions described in (ii), (iii), (iv), or (v) above.

The Seller shall not be liable to HNFS for any special, indirect, incidental, or consequential damages or loss of profits arising out of any patent infringement. This patent indemnification shall not apply to either (I) Goods made to HNFS’ specifications or designs, (ii) Goods not manufactured by Seller, or (iii) Goods which have been modified by HNFS or used by HNFS in combination with any software or other equipment which is not provided by Seller to change, modify or improve Goods.

The foregoing states the entire liability of Seller with respect to infringement of any valid United States patent or copyright provided that Seller shall fully indemnify, defend and hold harmless HNFS from and against any claims, demands, damages, losses, costs, and expenses or causes of action or proceedings arising from or by virtue of the foregoing.

22. Force Majeure. Seller shall not be liable for failure or delay in performance resulting from, directly or indirectly, any cause or circumstance beyond its reasonable control. Such causes or circumstances shall include, without limitation, acts of God, acts or orders of any governmental authority, strikes or labor disputes, natural disasters, civil disturbances, difficulties or delays in transportation or delivery services, or other causes beyond the reasonable control of Seller. Seller agrees to notify HNFS of any such failure or delay in performance as soon as practicable.

23. Stop-Work-Order. HNFS may, at any time, by written notice to Seller, stop all or part of the Work hereunder for up to ninety (90) days. Upon receiving a stop-work order, Seller shall immediately comply with its terms and take all reasonable steps to avoid incurring any additional cost allocable to such Work. Within ninety (90) days- after the effective date of the stop-work order, HNFS shall either cancel the stop-work order or terminate the Work covered by the stop-work order. HNFS shall make an equitable adjustment in the Purchase Order delivery schedule and/or price if the stop-work order results in an increase in time or cost for performance. Seller must assert a claim for equitable adjustment within fifteen (15) days after the end of the Work stoppage.

24. Acts of Insolvency. HNFS may terminate this Purchase Order by written notice to Seller, if Seller becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

25. Termination. HNFS at any time by written notice may cancel this Purchase Order, or any part thereof, at its convenience and for other than default as contemplated under the clause entitled, “DEFAULT”, in which event HNFS shall be liable for the payment of reasonable cancellation charges which shall take into account, among other things, expenses already incurred and the Seller’s actual liabilities against commitments incident to this Purchase Order. Seller shall place all orders for, and schedule deliveries of materials and p arts necessary for its performance under this Purchase Order at such times as will enable Seller to meet, but not unreasonably anticipate, the schedule of deliveries set forth herein. In the event of cancellation of or changes to this Purchase Order, HNFS shall not be liable for any charges or costs arising out of commitments unreasonably anticipated by the Seller for the acquisition of said materials and parts, or out of work performed hereunder. In no event shall HNFS be liable for cancellation charges in excess of the Purchase Order price.

The foregoing shall be in addition to any other rights HNFS may have under this Purchase Order or applicable law.

26. Confidentiality. Unless otherwise authorized by HNFS, Seller shall keep all information relating to this Purchase Order and Work hereunder confidential. Further, to the extent that the Work under this Purchase Order required that the Seller be given access to confidential or proprietary business, technical or financial information belonging to the Client, HNFS or other companies, Seller shall after receipt thereof, treat such information as confidential and agrees not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized by HNFS in writing. Seller shall not disclose or release any information, new release, public announcement, advertisement or other such publicity concerning this Purchase Order or the Work or Goods hereunder to any third party without the express approval of HNFS. The restrictions set forth herein shall continue in effect upon completion or termination of this Purchase Order.

27. Taxes. Unless prohibited by law, Seller shall pay and has included in the price of the Purchase Order any federal, state or local tax, transportation tax, or other tax which is required to be imposed upon the Goods ordered hereunder, or by reason of their sale or delivery.

28. Compliance with Laws. (a) In the performance of this Purchase Order Seller shall comply with all federal, state and local safety laws, and all other applicable federal, state and local laws, regulations, rules and ordinances (collectively, “applicable laws”). Seller agrees, upon request, to furnish HNFS a certificate regarding compliance or compliance with applicable laws in such form as HNFS may from time to time require. Seller agrees to indemnify and hold HNFS harmless to the full extent of any loss, damage or expense (including attorneys’ fees) which HNFS may incur as a result of Seller’s violation of any applicable laws.

29. Federal Acquisition Regulations: To the extent this Order is placed under an HNFS prime contract with the Federal Government, the provisions of Sections 52.203-13, 52.203-15, 52.215-2, 52.219-8, 52.222-26, 52.222-35, 52.222-36, 52.222-37, 52.222-40, 52.222-50, 52.225-26, 52.232-40 and 52.247-64 of the Federal Acquisition Regulation (“FAR”) in their version in effect as of the date this Order is placed are incorporated herein by reference with the same force and effect as if set forth herein. The full text of these FAR clauses may be accessed electronically at the following Internet website: https://www.acquisition.gov/far/. The following changes to the FAR clauses are made for incorporation of these clauses in this Order: “Contractor” shall mean “Seller”; “Contracting Officer” shall mean “HNFS’ Purchasing Representative.”; “Contract” shall mean this “Purchase Order.”; “Government” shall mean “HNFS.” and “Subcontractor” shall mean “Seller’s subcontractor.” Seller is not required to comply with the FAR clauses cited herein, except for FAR 52.247-64, with regard to Seller’s work performed outside the United States by employees who were not recruited within the United States.

30. Export. Some products, materials, information or technology (materials/information) may be subject to import and/or export control laws and regulations of the U.S. or other countries. Seller agrees that it will not export, re-export or transfer the materials/information, or any products developed with or utilizing the materials/information, in violation of any applicable export control laws or regulations. Seller is responsible for obtaining any licenses required to export, re-export, transfer or import the materials/information. Further, materials/information may not, in the absence of authorization by U.S. and local law and regulations, as required, be used by or exported or re-exported to (i) any U.S. sanctioned or embargoed country, or to nationals or residents of such countries; or (ii) to any person, entity, organization or other party identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List, or the Department of State’s Debarred Parties List, as published and revised from time to time; or (iii) any party where the end-use involves nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles.