Terms of Use

In order to maximize the benefit of the Cooperative Purchasing Network, our organization agrees to do the following:

1. Appoint a Cooperative Purchasing Network Director (or appointee of the CPN Director) to represent our organization in negotiating purchasing agreements for products, supplies and services.
2. Support all price agreements offered, to the best of our ability, according to our needs, by purchasing those standard products, supplies or services contracted through the Cooperative Purchasing Network.
3. Participate in an inventory of our product, supply and services usage and expenditures.
4. Standardize our products and supplies wherever feasible.

Confidentiality Agreement

By agreeing to these Terms of Use, our organization ("Member") is a participant in the Cooperative Purchasing Network ("Cooperative"). In connection with the Program, Members will receive confidential information concerning certain proposed and actual vendor prices and related terms of sale, and by implication, purchase prices and terms of sale of other Members in the Cooperative, (collectively, "Confidential Information").

Member for itself and for its directors, officers, partners, principals, employees and other agents (collectively, "Member and Agents"), hereby agree to hold confidential all Confidential Information of which they become aware by reason of Member's participation in the Cooperative, subject to the following exceptions:

1. Member and Agents are required by law to disclose confidential information.
2. The Confidential Information is released to the public by means other than through the acts or omissions of Member and Agents.
3. The Director of the Cooperative Purchasing Network waives this requirement of confidentiality, either specifically or generally. Any waiver must be in writing for the Member and Agents to rely on the waiver.

This Confidentiality Agreement is given in consideration of the agreement of the CPN Director to permit Member to participate in the Cooperative and to receive Confidential Information. Member acknowledges the sufficiency of this consideration.

Member agrees for Member and its Agents to each of the following:

1. That the Cooperative and the other Members (past, present and future) will suffer irreparable harm if Member and its Agents violate this Confidentiality Agreement.
2. That this Confidentiality Agreement is specifically enforceable in a court of proper jurisdiction.
3. That any and all arguments that they may have as to the sufficiency of money damages are hereby waived.
4. That in connection with any proceeding to enforce this Confidentiality Agreement, Member will not assert, propose or argue the sufficiency of money damages as compensation for a violation of this Confidentiality Agreement by Member and its Agents.
5. That notwithstanding the foregoing, the Director of the Cooperative Purchasing Network and other Members (past, present or future) have not and do not waive any right which they may have to money damages for Member and Agents' violation of this Confidentiality Agreement.
6. If Member or its Agents breach this Agreement, the Director of the Cooperative Purchasing Network may apply to a California court for injunctive relief, including temporary restraining order, preliminary injunction or permanent injunction in addition to any other remedy allowed by the court.

This Confidentiality Agreement insures to the benefit of the Director of the Cooperative Purchasing Network on behalf of the Cooperative and to the benefit of each of the other Members (past, present and future).

This Agreement will be construed and enforced according to the laws of the State of California (because the Program is based in California), applicable to agreements made and to be performed wholly within that State.

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