Pharmacy Partnership Agreement

PHARMACY AFFILIATE AGREEMENT

This Pharmacy Affiliate Agreement (“Agreement”) is entered into as of the date of signing of this agreement by and between SKF Health DBA Type 3 Health, a Delaware corporation with its principal place of business at 63 Boland Dr., West Orange, NJ 07052 (“Company”), and the Affiliate Pharmacy identified below.

WHEREAS:

Company provides a GLP-1 Clinical Weight Management Program (the “Program”).
Affiliate Pharmacy desires to promote the Program and refer patients in exchange for a referral fee under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 “Referral”: A new Program membership successfully enrolled through the Affiliate Pharmacy’s unique URL or QR code.

1.2 “Referral Fee”: The amount paid to the Affiliate Pharmacy for each successful Referral, as outlined in Section 4.

1.3 “Unique Referral Tools”: The unique URL and QR code provided by Company to the Affiliate Pharmacy for tracking Referrals.

1.4 “Services”: The services offered by Company to Affiliate Pharmacies as described on https://typhonhealth.com/pharmacy-partners.

2. RESPONSIBILITIES OF COMPANY

2.1 Provision of Tools: Company will provide Affiliate Pharmacy with Unique Referral Tools, including a unique URL and QR code for tracking Referrals.

2.2 Marketing Support: Company will provide Affiliate Pharmacy with marketing materials, training, and other resources as needed to promote the Program.

2.3 Program Administration: Company will administer the Program, including patient enrollment, management, and support.

3. RESPONSIBILITIES OF AFFILIATE PHARMACY

3.1 Promotion: Affiliate Pharmacy agrees to use commercially reasonable efforts to promote the Program to its customers and patients.

3.2 Compliance: Affiliate Pharmacy shall comply with all applicable laws, regulations, and professional standards while promoting the Program.

3.3 Restrictions: Affiliate Pharmacy shall not:

Misrepresent the Program or its benefits.
Use misleading advertising practices.
Modify or alter the Unique Referral Tools without prior written consent from Company.

3.4 Tracking: Affiliate Pharmacy shall ensure that Referrals are made using the Unique Referral Tools provided by Company.

4. REFERRAL FEES AND PAYMENTS

4.1 Fee Structure: Affiliate Pharmacy shall receive a Referral Fee of [Insert Amount or Percentage] for each successful Referral.

4.2 Payment Terms: Referral Fees will be paid to Affiliate Pharmacy within [Insert Number] days following the end of each calendar month, subject to verification of the Referral by Company.

4.3 Tracking and Reporting: Company will provide Affiliate Pharmacy with a monthly report detailing the number of successful Referrals and corresponding Referral Fees.

4.4 Taxes: Affiliate Pharmacy is responsible for any taxes associated with the Referral Fees.

5. TERM AND TERMINATION

5.1 Term: This Agreement shall commence on the Effective Date and continue until terminated as provided herein.

5.2 Termination by Either Party: Either party may terminate this Agreement at any time, with or without cause, upon [Insert Number] days’ written notice to the other party.

5.3 Effect of Termination: Upon termination, Affiliate Pharmacy shall cease promoting the Program and using the Unique Referral Tools. Referral Fees will be paid for any successful Referrals made prior to the termination date.

6. CONFIDENTIALITY

6.1 Confidential Information: Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with this Agreement.

6.2 Survival: The confidentiality obligations under this section shall survive termination of this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Ownership: Company retains all rights to its intellectual property, including but not limited to marketing materials, Program content, and Unique Referral Tools.

7.2 License: Company grants Affiliate Pharmacy a limited, non-exclusive, revocable license to use its marketing materials and Unique Referral Tools solely for the purpose of promoting the Program under this Agreement.

8. INDEMNIFICATION

8.1 By Affiliate Pharmacy: Affiliate Pharmacy agrees to indemnify, defend, and hold harmless Company from any claims, damages, or liabilities arising out of its breach of this Agreement or negligent acts.

8.2 By Company: Company agrees to indemnify, defend, and hold harmless Affiliate Pharmacy from any claims, damages, or liabilities arising out of its breach of this Agreement or negligent acts.

9. MISCELLANEOUS

9.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

9.2 Amendments: This Agreement may only be amended in writing signed by both parties.

9.3 Governing Law: This Agreement shall be governed by the laws of the State of [Insert State].

9.4 Severability: If any provision of this Agreement is deemed invalid, the remaining provisions shall remain in full force and effect.

9.5 Notices: All notices under this Agreement shall be in writing and sent to the addresses specified below.

AFFILIATE PHARMACY INFORMATION

Business Name: _________________________________
Business Address: _______________________________
City, State, ZIP: _______________________________

Authorized Signatory Name: _______________________
Title: __________________________________________

SIGNATURES

TYPE 3 HEALTH

By: ________________________________
Name: [Authorized Representative]
Title: [Title]
Date: ______________________________

AFFILIATE PHARMACY

By: ________________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA” or “Agreement”) is entered into as of the date of execution by both parties (“Effective Date”) by and between SKF Health DBA Type 3 Health, with its principal place of business at [Company Address] (“Covered Entity”), and the Business Associate identified below (“Business Associate”).

This Agreement sets forth the terms and conditions under which Business Associate will handle Protected Health Information (“PHI”) in compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations (collectively, “HIPAA Rules”).

1. DEFINITIONS

1.1 “Protected Health Information (PHI)”: Information, including demographic data, that relates to an individual’s health, healthcare services, or payment for healthcare, and that identifies the individual or could reasonably be used to identify the individual.

1.2 “Electronic Protected Health Information (ePHI)”: PHI that is created, received, maintained, or transmitted in electronic form.

1.3 “Privacy Rule”: The HIPAA Standards for Privacy of Individually Identifiable Health Information, 45 CFR Part 160 and Part 164, Subparts A and E.

1.4 “Security Rule”: The HIPAA Security Standards for the Protection of Electronic Protected Health Information, 45 CFR Part 160 and Part 164, Subparts A and C.

1.5 “Breach”: The acquisition, access, use, or disclosure of PHI in a manner not permitted by the HIPAA Rules that compromises the security or privacy of the PHI.

1.6 “Minimum Necessary”: The least amount of PHI required to accomplish the intended purpose of the use, disclosure, or request.

2. OBLIGATIONS OF BUSINESS ASSOCIATE

2.1 Permitted Uses and Disclosures: Business Associate may use or disclose PHI only as necessary to perform services on behalf of Covered Entity, as specified in any underlying agreements, or as required by law. Business Associate shall not use or disclose PHI in a manner that would violate the Privacy Rule if done by Covered Entity.

2.2 Safeguards: Business Associate shall implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of ePHI and comply with the Security Rule.

2.3 Subcontractors: Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit PHI on its behalf agree to the same restrictions, conditions, and requirements that apply to Business Associate under this Agreement.

2.4 Reporting:

Security Incidents: Business Associate shall report any security incident involving ePHI to Covered Entity promptly.
Breach Notification: Business Associate shall notify Covered Entity without unreasonable delay and no later than five (5) calendar days after discovery of a Breach of unsecured PHI. The notification shall include the nature of the Breach, the PHI involved, and any steps taken to mitigate harm.

2.5 Access to PHI: Upon request, Business Associate shall provide Covered Entity with access to PHI to meet its obligations under the Privacy Rule.

2.6 Amendments to PHI: Business Associate shall make amendments to PHI as directed by Covered Entity or as required by the Privacy Rule.

2.7 Accounting of Disclosures: Business Associate shall document disclosures of PHI and provide an accounting of such disclosures upon request from Covered Entity.

2.8 Compliance with HIPAA Rules: Business Associate shall comply with all applicable provisions of the Privacy Rule and Security Rule.

3. OBLIGATIONS OF COVERED ENTITY

3.1 Permissible Requests: Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule.

3.2 Notice of Restrictions: Covered Entity shall notify Business Associate of any restrictions on the use or disclosure of PHI agreed to by Covered Entity under 45 CFR §164.522.

3.3 Notice of Changes: Covered Entity shall notify Business Associate of any changes in its privacy practices or legal obligations that may affect Business Associate’s use or disclosure of PHI.

4. TERM AND TERMINATION

4.1 Term: This Agreement shall remain in effect until terminated by either party or upon the termination of all underlying agreements between the parties.

4.2 Termination for Cause: Covered Entity may terminate this Agreement if Business Associate materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving written notice.

4.3 Effect of Termination:

Return or Destruction of PHI: Upon termination of this Agreement, Business Associate shall return or destroy all PHI received from or created on behalf of Covered Entity. If return or destruction is not feasible, Business Associate shall extend the protections of this Agreement to the retained PHI.

5. MISCELLANEOUS

5.1 No Third-Party Beneficiaries: Nothing in this Agreement confers rights or remedies upon any person other than the parties.

5.2 Amendments: This Agreement may only be amended in writing signed by both parties.

5.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles.

5.4 Severability: If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.

5.5 Notices: All notices under this Agreement shall be in writing and sent to the addresses specified below.