Pharmaceutical Supply Agreement - St Joseph Regional Medical Center Inc - Supply SBFD EMS with Non Controlled Substances

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If to Supplier: Saint Joseph Regional Medical Center, Inc. 5215 Holy Cross Parkway Mishawaka, Indiana 46545 Attn: Jason Jablonski If to EMS Provider: Attn: 8. Governing Law. This Agreement and legal relations between the parties shall be governed by and construed exclusively in accordance with the laws of the State of Indiana without respect to the conflict of laws provisions thereof.. All matters, including, without limitation, matters of validity, interpretation, constriction, effect, performance, enforcement and performance or interpretation hereof, shall be brought exclusively in any court of competent jurisdiction in the State of Indiana. 9. Entire Agreement. This Agreement shall constitute the entire written agreement between the parties, and shall supersede any and all agreements in effect between the parties hereto. This Agreement may be modified only by written agreement executed by the parties hereto. If any provision of this Agreement is found, held or deemed to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of this Agreement shall continue in full force and effect. No breach of any provision hereof can be waived unless in writing. Waiver of any breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision. 10. Assignment. Neither party shall assign this Agreement without the written consent of the other party, provided, however, Supplier may assign this Agreement to a parent, affiliate, or related subsidiary corporation without the written consent of EMS Provider. 11. Debarment. Each party represents and warrants that it has never been sanctioned by the Office of Inspector General ("OIG") of the Department of Health and Human Services, barred from federal or state procurement programs, or convicted of a criminal offense with respect to health care reimbursement. Each party shall immediately notify the other party if the foregoing representation becomes untrue, or if the party is notified by the OIG or other enforcement agencies that an investigation has begun which could lead to such sanction, debarment, or conviction. [Remainder of page intentionally left blank; Signatures appear on the following page] US.116118849.01