Vendor Agreement

VENDOR AGREEMENT

Thank you so much for your application! Your insurance requires that we educate you on the bed, its proper usage, and how to care for it. Please sign this education packet below. Once we receive this signed form, we can send a request for the paperwork we need for the prior authorization request to the patient’s physician(s).

Instructions for completion: as the caregiver for the patient, you will need to sign your name on the form -however, on the last page (checklist of paperwork provided) for: CUSTOMER NAME, please add the patient’s name in this section as they will be the person who is receiving the bed. All other areas will be your name and signature. We will request paperwork from the physician’s office once this is completed.

THIS VENDOR AGREEMENT (the “Agreement”) is made and entered into effective the

MM slash DD slash YYYY

by and between

and Safe Place Bedding, LLC., (“Vendor”), a LLC corporation.

BACKGROUND

  • Vendor distributes various durable medical equipment products including beds and related items for special needs individuals (“Products”);
  • Supplier is a supplier of durable medical equipment to patients; and
  • Supplier desires to obtain Products from Vendor according to the terms and conditions set forth in this Agreement.

TERMS

NOW THEREFORE, Supplier and Vendor agree as follows:

  • Purchases of Products; Purchase Terms. Vendor grants to Supplier the right to purchase Products.
  • Products. Vendor agrees to provide Products as requested by Supplier. Vendor shall ship Products in accordance with the order received from Supplier and deliver the Products to the locations specified by the Supplier.
  • Prices. Supplier will be entitled to purchase Products at the prices as set forth in Exhibit A. Vendor shall have the right to update the pricing information in Exhibit A upon its sole discretion and upon 30 days prior notice to supplier. Supplier shall have 30 days to reject any change in pricing terms. In the event, Supplier does not accept the updated pricing terms, the Agreement will immediately terminate.
  • Invoicing and Payment. Vendor will invoice Supplier directly for purchases of Products. Supplier will pay Vendor’s invoices within (60) days of receipt.
  • Insurance Billing. If such Products are covered by third-party payors, Supplier shall be solely responsible for billing and collecting from such insurance payors.
  • Delivery and Set Up. Some of Vendor’s Products may require setup upon delivery. Supplier is solely responsible for setup on behalf of its customers unless otherwise arranged and set forth in writing prior to shipping by Vendor. Furthermore, Vendor is not responsible for any errors made by supplier in setting up such Products.


  • Term and Termination.
  • Term. The term of this Agreement shall be for one (1) year, beginning on the Effective Date, unless earlier terminated as provided herein.
  • Renewal. This Agreement shall automatically renew for successive one-year terms unless one party notifies the other party in writing on or before thirty (30) days prior to the expiration of the then current term of such party's intent to terminate.
  • Termination.
  • If either party breaches or fails to perform any term or obligation under this Agreement, and the breach or failure to perform continues for thirty (30) days after written notice from the non-breaching party stating the nature of the breach or failure to perform, then the non-breaching party may terminate this Agreement by written notice to the other party.
  • Either party may terminate this Agreement without cause upon ninety (90) days written notice to the other party.


  • Miscellaneous.
  • No Waiver. The waiver by either party of any breach or violation of any provision of this agreement will not operate as, or be construed to constitute, a waiver of any subsequent breach of the same or any other provision hereof.
  • Relationship of Parties. This Agreement will not be deemed to create any relationship between Vendor and Supplier other than as independent parties contracting solely for the purposes set forth in this Agreement. No employee, agent or representative of Supplier will be considered to be an employee, agent, or representative of Vendor or vice versa. Neither party will have any right to any contract or commitment in the name of or on behalf of the other party or to bind the other party in any way.
  • Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings, express or implied, oral or written. Any amendment to this Agreement shall not be valid absent a writing incorporating the amendment signed by both parties.
  • Governing Law; Venue. This agreement will be deemed to have been made in Ohio and will be governed by and construed in accordance with Ohio law.
  • Attorney’s Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.
  • Notices. Any notice or other communication by either party to the other will be in writing and will be deemed to have been given when hand delivered, sent by nationally recognized overnight delivery service, or mailed, postage prepaid, registered, or certified mail, addressed as follows:

If to Vendor: Safe Place Bedding, LLC 101 Longbow Dr. Ste A Hebron, Ohio 43025
Attn: Jonathon Smith

or to such other address as either party may designate by notice pursuant to this section.

IN WITNESS WHEREOF, Supplier and Vendor have executed this Agreement effective as of the day and year first above written.

VENDOR: SAFE PLACE BEDDING, LLC

By:

Name: Jonathon Smith

Title: Owner

SUPPLIER:

SAFE PLACE BEDDING LLC
HIPAA Business Associate Agreement

1. Definitions

  • Terms used but not otherwise defined in this Agreement shall have the same meaning as those terms defined in HIPAA, including, but not limited to, "Business Associate," "Covered Entity," "Protected Health Information" ("PHI"), "Electronic Protected Health Information" ("ePHI"), and "Breach."

Business Associate

A "Business Associate" is any person or entity that performs functions or activities on behalf of, or provides services to, a Covered Entity that involve the use or disclosure of Protected Health Information (PHI). Examples include third-party billing companies, cloud storage providers, or IT service providers who handle PHI.

Covered Entity

A "Covered Entity" refers to health plans, healthcare clearinghouses, and healthcare providers who transmit any health information in electronic form in connection with transactions covered by HIPAA. These entities are directly responsible for protecting the privacy and security of patient information.

Protected Health Information (PHI)

"PHI" is any information, whether oral or recorded in any form, that is created or received by a healthcare provider, health plan, employer, or healthcare clearinghouse, and relates to the past, present, or future physical or mental health condition of an individual, the provision of healthcare, or payment for healthcare. PHI can include names, addresses, birthdates, Social Security numbers, and medical records.

Electronic Protected Health Information (ePHI)

"ePHI" is any PHI that is created, stored, transmitted, or received electronically. This includes digital records, emails containing patient data, and electronic billing information. ePHI is subject to additional security requirements under the HIPAA Security Rule.

Breach

A "Breach" refers to the impermissible use or disclosure of PHI that compromises its security or privacy, unless the Covered Entity or Business Associate can demonstrate a low probability that the PHI has been compromised based on a risk assessment. Examples include data theft or loss of unencrypted devices containing PHI. [Explanation: This clause ensures the contract uses the same terminology as HIPAA regulations, providing clarity and legal consistency.]

2. Obligations and Activities of Business Associate a. Use and Disclosure of PHI:

The Business Associate may only use or disclose PHI as necessary to perform services outlined in the underlying service agreement or as required by law, but not in a manner that violates HIPAA regulations.

  • Safeguards: The Business Associate agrees to use appropriate administrative, physical, and technical safeguards to prevent the use or disclosure of PHI other than as provided by this Agreement, including compliance with HIPAA’s Security Rule (45 CFR Part 164 Subpart C) for ePHI.
  • Mitigation:The Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of PHI by the Business Associate in violation of this Agreement.
  • Reporting:The Business Associate agrees to report to the Covered Entity any use or disclosure of PHI not provided for by this Agreement, including breaches of unsecured PHI, in compliance with 45 CFR 164.410.
  • Subcontractors: The Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions and conditions that apply to the Business Associate under this Agreement.
  • Access to PHI:The Business Associate agrees to provide access to PHI in a designated record set, as necessary, to fulfil the Covered Entity’s obligations under 45 CFR 164.524.
  • Amendments to PHI:The Business Associate agrees to make any amendments to PHI in a designated record set as directed by the Covered Entity, pursuant to 45 CFR 164.526.
  • Accounting of Disclosures:The Business Associate agrees to document and make available an accounting of disclosures of PHI as required under 45 CFR 164.528.
  • Compliance with Law:The Business Associate shall comply with the requirements of the HIPAA Rules that apply to business associates, including any amendments to HIPAA or other laws that affect this Agreement.

[Explanation: These obligations ensure that the Business Associate complies with HIPAA’s requirements for safeguarding PHI, reporting breaches, and providing access to individuals’ health information.]

3. Permitted Uses and Disclosures by Business Associate:

The Business Associate may: a. Use or disclose PHI to perform the services as set forth in the service agreement between the Covered Entity and Business Associate, provided that such use or disclosure would not violate HIPAA if done by the Covered Entity. b. Use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are required by law or the Business Associate obtains reasonable assurances from the recipient that the PHI will remain confidential and used only for its intended purpose. c. Use PHI to provide data aggregation services relating to the health care operations of the Covered Entity.
[Explanation: This section limits the Business Associate’s use of PHI to specific, lawful purposes, ensuring they only access and use PHI as required to perform their services.]

4. Term and Termination

  • Term: This Agreement shall remain in effect until the termination of the service agreement or as otherwise provided by law.
  • Termination for Cause: The Covered Entity may terminate this Agreement if the Business Associate materially breaches this Agreement.
  • Obligations Upon Termination: Upon termination, the Business Associate shall return or destroy all PHI received from, or created on behalf of, the Covered Entity. If return or destruction is not feasible, the Business Associate shall extend the protections of this Agreement to the PHI and limit further use and disclosures to those purposes that make return or destruction infeasible.

[Explanation: This clause ensures that PHI is protected even after the relationship ends, with provisions for either returning or destroying sensitive information.]

5. Miscellaneous a. Amendment:

  • This Agreement may only be amended in writing, signed by both parties.
  • Survival: The obligations of the Business Associate under this Agreement shall survive the termination of this Agreement with respect to PHI that cannot feasibly be returned or destroyed.
  • Interpretation: Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.

[Explanation: These standard legal provisions ensure the agreement remains flexible, enforceable, and focused on HIPAA compliance even if the relationship changes.]

IN WITNESS WHEREOF, the parties hereto have executed this Business Associate Agreement as of the Effective Date.

Covered Entity

Signature:(Required)
Clear Signature
MM slash DD slash YYYY

Business Associate

Signature:(Required)
Clear Signature
MM slash DD slash YYYY