TERMS & CONDITIONS

Background

Lincoln Institute (Lincoln)is a provider of group and bespoke leadership training to multiple veterinary and allied health industry practitioners, all of whom have a strong interest in developing and maintaining a price advantage in the supply of their wholesale pharmaceutical and other medical supply needs and business services without compromising on service.

This is the basis on which Lincoln has developed the Lincoln Advantage Member Benefit Program.

The purpose of this Agreement Terms & Conditions is to confirm that you are now a Lincoln Advantage Member (LA Member)on the terms set out below.

LA Member Code of Conduct

As an LA Member, you agree to comply with the following Code of Conduct:

a) All elements of the Lincoln Advantage Member Benefit Program (LA Program)inclusions, our partner benefit providers which include (but are not limited to) drug wholesaler(s), manufacturers and service providers (LA Program Suppliers),including prices, must remain confidential between Lincoln, you and the LA Program. Information must not be disclosed to competitors of the LA Program, LA Program Suppliers or non-LA Members. Details of the LA Program Suppliersoffers, prices and rebates also remain confidential between Lincoln, you and the LA Program and LA Program Suppliers.

b) You agree to work with Lincoln to support the LA Program Suppliersand the deals available by ensuring you are ordering from and utilizing as much as possible through the LA Program Suppliers.This will assist in maintaining overall purchasing volume of the LA Members as well as drive future growth and the further collective benefits that this will bring through the LA Program, however there is no absolute requirement for LA Members to utilize any one specific component of the LA Program deal list in order to be an LA member.

c) The LA Program is exclusive to LA Members only. To maintain the integrity of these specific agreements within the LA Program you agree not to approach any LA Program Suppliers regarding pricing or deals on offer, inside or outside of LA membership.

d) If you have a specific concern with the prices, offers or rebates provided by the LA Program Suppliers and you believe that this concern may directly or indirectly impact other practices and therefore the sustainability of the Agreement, you agree to provide details of your concern to Lincoln directly.

e) If you have any concerns regarding the customer service provided by our current wholesaler partner or any of our LA Program Suppliers, you agree to contact your assigned wholesaler Business Development Manager where appropriate and or also our Lincoln Concierge to provide an opportunity for these concerns to be addressed within an agreed upon and reasonable timeframe.

f) Where the drug wholesale deal is taken up: You agree to committing to at least the first 6 months of purchasing through our wholesaler in the LA Program (as we project volume this far in advance with our wholesaler partner in the LA Program). The commitment period begins when your first drug order is placed with our wholesaler partner as a participating LA member with LA contract pricing.

g) Unless Lincoln is notified, commitment periods will then roll-over every 6 months from your commencement date in the program. If you choose to no longer be a LA Member and/or to no longer continue purchasing through our drug wholesaler in the LA Program you agree to provide Lincoln with at least three months written notice of your intention to cease LA Membership and/or stop ordering from our LA Program Supplier wholesaler.

h) Lincoln Advantage reserves the right in certain circumstances to charge you an exit fee of up to 3 months membership at the published “Team Omega Chartered” rate if the above conditions are not met. This includes practices that are receiving complimentary access to the LA Program. In the event of early exit from the program you may also forfeit any undistributed manufacturer rebates that have been collected by Lincoln on behalf of your practiceat our discretion. The early exit fee is waived if the reason for early departure is due to an issue that was communicated to Lincoln Institute by the LA Member not being resolved within an agreed upon and reasonable time frame.

i) In its interactions with the LA Program Suppliers, Lincoln will take all reasonable steps to represent the best interests of all LA Members.

j) In the event that you leave the LA Program you can expect pricing to revert to the LA Program Suppliers standard level of pricing or to the pricing that you enjoyed prior to joining the LA Program from the LA Program Suppliers if they wish to continue working with the supplier after LA Membership ceases.

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