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Complete the information, including choosing a login and password. (You will be prompted for any incorrect or missing information.) Agree to the terms and conditions and choose Continue . In order to create a facility account, a security code issued by Vendor Credentials is required. For security reasons, this will be issued directly to the facility by a Vendor Credentials representative.
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Legal Agreement
MASTER SERVICES AGREEMENT

This agreement ("Agreement") between the hospital executing below ("Facility") and Vendor Credentials, LLC ("Company"), collectively the "Parties", was entered into on the date of acceptance.

Subject to the terms and conditions of this Agreement, FACILITY has agreed to exclusively utilize the Vendor Credential, LLC vendor credentialing system and software for the purpose of verifying vendor credentials and COMPANY has agreed to provide hardware, software and access to a database to support FACILITY’s vendor credentialing process as more fully described on Schedule A which is attached and incorporated by reference.  

Term

This agreement shall be effective as of the date of execution of this agreement (the "Effective Date") and shall have an initial term of one (1) year. This Agreement shall renew annually for successive one (1) year terms, unless either party provides written notice of its intention to terminate the contract at the completion of the current term not more than sixty (60) days and not less than thirty (30) days prior to the expiration of the current term.

Compensation

In return for the equipment, software and access to the database set forth above, FACILITY agrees to exclusively utilize the Vendor Credentials, LLC system and database for all vendor credentialing processes during the term of this Agreement. 

Independent Contractor

The Parties intend that COMPANY be appointed as an independent contractor and not as an employee of FACILITY.  Nothing in the Agreement shall create an employer-employee relationship between the Parties and COMPANY agrees not to represent himself or any of his employees, agents or representatives explicitly or implicitly as employees of FACILITY.  FACILITY acknowledges that COMPANY may engage directly and/or indirectly in other business ventures during the term of this Agreement.  

Indemnification

To the fullest extent allowed by law, FACILITY shall indemnify and hold Contractor, its  employees, agents, representatives and/or affiliates harmless from any loss, liability, cost or expense (including, without limitation, attorneys' fees) arising from any activity and/or event occurring in connection with the performance of services pursuant to this Agreement including, but not limited to, any and all causes of action related to or arising from personal injuries of employees, guests, invitees, public employees, officials, etc. occurring on the premises of FACILITY; any and all claims related to losses allegedly occurring as a result of FACILITY's utilization of COMPANY's data, analysis, input, etc.; and any and all causes of action resulting from the acts and/or omissions of FACILITY.

COMPANY shall indemnify and hold FACILITY, its employees, agents, representatives and/or affiliates harmless from any loss, liability, cost or expense (including, without limitation, attorneys fees) resulting from any third party claim based on the acts and omissions of COMPANY, its employees, agents, representatives, etc.    

The Parties mutually indemnify and hold each other harmless from any loss, liability, cost or expense (including, without limitation attorneys fees) resulting from any third party claim that the Parties have violated any patent, copyright, or other intellectual property right licensed or utilized by either Party and/or violated any confidentiality or proprietary information agreement to which either Party is a signor.

Insurance

During the term of this agreement, COMPANY shall maintain, at its own cost, insurance coverage of the types and amounts customarily maintained by other reputable businesses in the same or similar general business and shall from time to time upon request provide FACILITY with certificates evidencing such coverage.  Specific coverages requested by FACILITY and agreed to by COMPANY are more fully described on Schedule C which is attached and incorporated by reference.

Waiver

No waiver of any term or condition is valid unless it is in writing and signed by an officer of the party charged with the waiver.  No waiver of any specific obligation shall be construed as a waiver of any subsequent breach.

Confidentiality of Records

The Parties acknowledge that in the performance of this Agreement, the Parties will have access to and utilize information of a proprietary and confidential nature.  The Parties hereby agree that all such proprietary and confidential information shall remain the property of the disclosing Party and that neither Party shall disclose to any third party or utilize for their own purposes any proprietary or confidential information disclosed to them pursuant to the performance of services under this Agreement except as is required by a court of law.

Confidential and Proprietary information is defined as information, data, documentation, process, etc. developed, produced or purchased by either of the Parties that is not:

i.	generally known to the public;
ii.	separately and independently developed by the Parties;
iii.	disclosed by a third party; and/or,
iv.	disclosed to a third party by the disclosing Party.

Work Product

All drawings, designs, reports, computations, calculations, work papers and documents received or prepared by COMPANY under the terms of this Agreement shall be and remain the sole property of COMPANY and shall be delivered and/or returned to Concultant at its request within a reasonable period of time.  

FACILITY shall have full and unlimited right to use all such work product, including software, hardware and database so long as this contract remains in force and effect.  FACILITY agrees that all such work product to the extent it contains confidential and proprietary information as described above shall be kept in confidence.

Nothing in this Agreement shall affect the right and ability of COMPANY to utilize skills, training, techniques and processes developed and or utilized by COMPANY in the furtherance of COMPANY's professional services.  FACILITY acknowledges that COMPANY provides highly trained professionals with unique qualifications and that COMPANY and/or its professionals may develop new processes, techniques, methodologies, reports, etc. to provide FACILITY its requested services.  FACILITY shall have no proprietary right to any such process, technique, methodology, etc.

Notices

All notices given according to this Agreement shall be in writing, and shall be delivered to the respective party at the address set out below, or to such other address as may be designated by that party in writing.  All notices shall be effective upon deposit in the United States mail, postage prepaid and properly addressed.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which counterparts shall constitute collectively one instrument representing the Agreement among the Parties.

Binding Agreement

This Agreement shall be binding and inure to the benefit of the Parties, their heirs, executors, successors and assigns.

Headers

Descriptive headings are for convenience only and shall not control or affect the meaning of construction of any provision of this Agreement.

Severability

If any provision of this Agreement is held to be invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision was not a part of this Agreement and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision. 

Assignability

This Agreement may not be assigned or transferred without the prior written consent of the Parties.

Mediation

The Parties agree that in the event that a dispute arises between the Parties as to the terms, rights or responsibilities under this Agreement, the Parties will submit the dispute to mediation before a mediator before resorting to litigation.  The mediator shall be chosen by the Parties and the costs of mediation shall be born equally.

Entire Agreement

The Parties acknowledge that this Agreement represents the entirety of the agreement between the Parties and that there are no other agreements written or spoken between the Parties.  Any amendment or alteration to the terms of this Agreement must be in writing and signed by both Parties, except where specifically recognized under the terms of this Agreement.

Governing Law

This Agreement shall be interpreted under, and construed in accordance with, the laws of the State of Texas and the parties hereby agree to jurisdiction in the courts of Harris County, Texas.

Facility agrees to be bound by the terms of this agreement effective on the date of execution by marking the box below.

Schedule A- Terms of Use

1.Vendor Credentials, LLC (“VC”) provides hardware and software allowing FACILITY to track and verify credentials for vendors wishing to have access to FACILITY.
2.VC shall provide FACILITY with all equipment necessary to provide said service so long as this agreement remains in force and effect and including:
a.dedicated computer (of suitable characteristics);
b.dedicated printer;
c.dedicated id scanner.
3.VC shall correct or repair all factory defects or equipment failure not resulting from misuse, abuse or other FACILITY actions.
4.FACILITY shall be responsible for any equipment failure or repair resulting from misuse, abuse, theft, etc. of the equipment while it is under the control of FACILITY.
5.Equipment provided by VC shall be utilized solely for the purpose of accessing the VC vendor database credentialing software.  VC makes no representations of liability for any use of the equipment for any purpose beyond that which the equipment is provided for and FACILITY assumes all risk and liability for any such use of said equipment.
6.VC shall maintain all equipment provided.
7.Facility agrees to provide a suitable dedicated internet connection.

Data

VC provides FACILITY with access to and the use of a database of vendor credentials allowing FACILITY to verify the identity and qualifications of vendors wishing access to FACILITY and/or FACILITY personnel.

Vendors who have participated in the VC program and registered for the database have signed agreements verifying that:

i)all information provided is true and correct;
ii)Vendor will comply with all Facility regulations and policies; and,
iii)Vendor will update or modify the information contained in the database in the event of any significant change including change in job status.

LIMITED WARRANTY AND DISCLAIMER

VENDOR CREDENTIALS, LLC SOLELY WARRANTS AND GURANTIES THAT IT SHALL PROVIDE FACILITY WITH EQUIPMENT AND ACCESS TOA DATABASE OF VENDOR CREDENTIAL INFORMATION.  IN THE EVENT THAT FACILITY’S ACCESS TO SUCH DATABASE IS PREVENTED, FACILITY’S SOLE REMEDY IS FOR VENDOR CREDENTIALS, LLC TO RESTORE SUCH ACCESS WITHIN A COMMERCIALLY REASONABLE PERIOD.

VENDOR CREDENTIALS, LLC ACTS SOLELY AS A DATA CLEARING HOUSE TO ALLOW VENDORS AND FACILITIES A METHOD AND SYSTEM FOR PROVIDING AND VERIFYING VENDOR CREDENTIALS.  VENDOR CREDENTIALS, LLC MAKES NO REPRESENTATION AS TO THE  ACCURACY OF THE INFORMATION CONTAINED WITHIN THE DATABASE AND SPECIFICALLY, VENDOR CREDENTIALS, LLC ASSUMES NO LIABILITY FOR ACTS, OMISSIONS OR MISREPRESENTATIONS COMMITTED BY VENDORS PARTICIPATING IN THE VENDOR CREDENTIALING PROGRAM.

FACILITY RECOGNIZES THAT VENDOR CREDENTIALS, LLC HAS NO DUTY TO INDEPENDENTLY VERIFY INFORMATION CONTAINED IN THE DATABASE AND HEREBY WAIVES ANY CAUSE OF ACTION AGAINST VENDOR CREDENTIALS, LLC RESULTING FROM INACCURATE, INCOMPLETE OF FALSE INFORMATON CONTAINED IN SAID DATABASE.
	On behalf of Facility, I agree to be bound by the terms of the Agreement set forth.