Equipment Agreement

Appointment:
TACHC members agree to sign a participation agreement to purchase a minimum of 80% of the dental equipment purchases used in their offices from Henry Schein on an annual basis for the term of this agreement. The prices offered are predicated on the minimum order level described within. Henry Schein has the right to withdraw the pricing being offered should the level of purchases not warrant the deep discount. Henry Schein shall provide Sixty (60) days written notice before such action is taken to implement corrective action.

Term:
The Henry Schein/TACHC agreement is in effect from December 1, 2003, through December 31, 2004. Upon completion of this agreement, the agreement will renew unless either party gives 60 days written notice that they wish the relationship to end.

Product Offering/Price:
The top quality equipment is listed on the attached TACHC/Sullivan-Schein Equipment
Formulary. New prices will be submitted each year and the prices on the contracted items list will be held for the term of this agreement.

Sullivan-Schein shall offer equipment, not currently listed on the formulary, at a discount of 20% off the current manufacturer’s catalog price at time of ordering (Hi Tech, Lab, &
Cephalometeric X-Ray equipment are not included due to their competitive pricing). At the end of each 6-month period, Schein shall review the equipment purchases with TACHC and agree which items are being regularly re-ordered and will be added to the TACHC/Sullivan-Schein Equipment Formulary.

Payment:
Henry Schein will bill directly to the TACHC members dental offices or their corporate offices specified by the TACHC member. Terms of each sale shall be 10% Down Payment with order, Net 10 days after installation. There is a 1.5% per month service charge assessed to all invoices that are not paid within terms. Schein will have the right to “hold orders” should offices be delinquent in payments or have outstanding debt that is higher than financially prudent.

Product Offering:
Henry Schein will make available to TACHC members all the items it currently offers to the dental market through the Sullivan-Schein equipment catalog. Equipment is shipped FOB Destination (within the continental 48 states). Should more than 10% of the orders be under $3,000.00, Schein will have the right to add an installation fee on the orders under the $3,000.00 level. This fee will be waived for the first year of the contract but may be imposed during a subsequent term of this contract should this promise not be met.

Order Fulfillment:
Purchasing – The prices offered with this agreement are predicated on TACHC members placing orders utilizing Purchase Orders from the member’s corporate office. Verbal purchase orders will be accepted on an emergency basis; however TACHC member’s corporate office must confirm these orders by generating a written Purchase Order within 7 days.

Shipping – Equipment orders for new offices will be processed requiring a delivery time of 4 to 6 weeks. Emergency replacement equipment normally requires 3 to 5 days after receipt of order. If an office needs an expedited shipment, the office will be charged for express delivery.

Returns – Returns are accepted for resalable equipment, as long as the equipment is returned within 30 days of shipment. Restrictions for returns can be found in the Sullivan-Schein catalog or on http://www.henryschein.com (go to “terms and conditions” in the dental vertical). All returns must receive prior authorization from Henry Schein. Items returned after 30 days or without prior authorization will carry a “restocking fee”.

Confidentiality:
Members of TACHC and Henry Schein will be sharing information that should be considered “Confidential Information”. This information includes, but is not limited to, the terms in this Agreement, lists of customers, types of materials or processes, business plans, trade secrets, financial information, Forecasts and interpretations of proprietary and confidential nature. Formularies and price lists are for use by TACHC, TACHC Members and Henry Schein employees and are not to be shared with other dental providers, dealers, or manufacturers.