Marketing Co-op Participation Agreement

IMPORTANT: THIS ISLEGAL AGREEMENT BETWEEN YOU (“YOUOR PARTICIPATING AGENT”) AND OAK STREET HEALTH MSO, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY (“OAK STREETOR COMPANY”)(EACH A PARTY”, COLLECTIVELY, THE PARTIES”). YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS MARKETING CO-OP PARTICIPATION AGREEMENT (“MCPA”). OAK STREET IS WILLING TO PERMIT YOU TO PARTICIPATE IN THE MARKETING CO-OP PROGRAM ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS MCPA. IF YOU DO NOT AGREE WITH THIS MCPA, YOU ARE NOT GRANTED PERMISSION TO PARTICIPATE IN THE MARKETING CO-OP PROGRAM.

TERMS AND CONDITIONS

The Parties agree as follows:

  1. Oak Street Responsibilities. Oak Street will provide Participating Agents with co-branded marketing material including, but not limited to, flyers and brochures (collectively, Marketing Collateral”). In order to cover certain marketing costs Participating Agent will likely incur, Oak Street will bear the cost of printing and delivery of Marketing Collateral (collectively, Marketing Support”). Oak Street shall contribute $250 per month to Participating Agent for each month Participating Agent participates in the Marketing Co-op Program.
  2. Participating Agent Responsibilities. Participating Agent is prohibited from using the Marketing Collateral for any purpose other than raising awareness of Oak Street.
  3. Participating Agent Representations and Warranties. Participating Agent represents and warrants that Participating Agent is currently not, and has never been, excluded or suspended from participation in the Medicare or Medicaid programs for fraud, abuse or waste or otherwise included on the Department of Health and Human Services Office of Inspector General exclusions list. Participating Agent further represents and warrants that Participating Agent is, and will remain, properly licensed, registered, certified and/​or accredited, as necessary, to act as an Insurance Agent. Participating Agent understands that any Marketing Support it receives in connection with this Agreement is not, and shall not be used, for the purpose of directly or indirectly influencing a Medicare beneficiary’s treatment decision to order/​receive healthcare services.
  4. Term and Termination. This MCPA and Participating Agent’s right to participate in the Marketing Co-op will take effect at the moment You click I ACCEPT” and is effective until terminated as set forth herein. This MCPA will automatically terminate if You click I REJECT”. In addition, Oak Street reserves the right to terminate a Participating Agent’s participation in the Marketing Co-op at any time for reasonable grounds, which shall include, but not be limited to, any reasonable belief of fraudulent or unlawful activity or any actions or omissions that violate any terms or conditions of this Agreement. This MCPA will terminate automatically if you fail to comply with the MCPA. A Participating Agent may terminate their participation in the Marketing Co-op by terminating this MCPA at any time. In addition to Section 6 (“Miscellaneous”) below, the provisions concerning indemnification, limitation of liability, and governing law will survive this MCPA for any reason.
  5. Indemnification. The Participating Agent hereby releases and agrees to indemnify and hold harmless Oak Street from and against any and all claims, demands, liabilities, losses, costs or expenses, and attorneys’ fees, caused by, growing out of, or arising from this MCPA, due to any act or omission on the part of the Participating Agent, or others working at the direction of the Participating Agent or on its behalf, or due to any breach of this MCPA by the Participating Agent, or due to the application or violation of any pertinent federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Participating Agent, and this indemnification survives the termination of the MCPA and the dissolution or, to the extent allowed by the law, the bankruptcy of the Participating Agent.
  6. Limitation of Liability. IN NO EVENT WILL COMPANY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF COMPANY OR ITS AFFILIATESREMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
  7. Miscellaneous.
    a. License by Oak Street. Participating Agent shall acquire no right, title or interest from Oak Street in or to any Oak Street information, content, or other intellectual property provided under this MCPA.

    b. Status of Parties. It is expressly acknowledged that the Parties are independent contractors, and nothing in this MCPA is intended and nothing shall be construed to create an employer-employee, partnership, joint-venture, or agency relationship. Each Party shall be solely responsible for all State and federal laws pertaining to employment taxes, income withholding, unemployment insurance and other employment-related statutes applicable to that Party, and each will indemnify and hold the other Parties harmless from any and all loss or liability arising with respect to such matters.

    c. Notices. All notices and other communications hereunder will be in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express or facsimile (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whom it is given, in each case, at such Party’s address or facsimile number set forth below or such other address or facsimile number as such Party may hereafter specify by notice to the other parties hereto given in accordance herewith.

    Oak Street Health MSO, LLC
    30 West Monroe Street, Suite 1200
    Chicago, Illinois 60603
    Attention: Growth and Marketing

    d. Governing Law. This MCPA is governed by the laws of the State of Illinois, without regard to conflict of laws principles.

    e. Assignment. Except as specifically provided in this MCPA to the contrary, this MCPA shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, and assigns; provided, however, that no Party may assign this MCPA without the prior written consent of the other Parties.

    f. Severability. If any court of competent jurisdiction holds any provision of this MCPA invalid or unenforceable, then the other provisions of this MCPA will remain in full force and effect. Any provision of this MCPA held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, and the Parties will work in good faith to replace the invalid or unenforceable provision with valid and enforceable provisions, the economic effect of which comes as close as possible to the economic effect intended by the invalid or unenforceable provision.

    g. Amendments to MCPA. This MCPA may not be modified, amended, supplemented or waived except by a writing signed by the authorized signatories of the Parties hereto, and such writing must refer specifically to this MCPA.

    h. Entire Agreement. This MCPA constitutes the entire agreement of the Parties with respect to matters set forth in this MCPA and supersede any prior understanding or agreement, oral or written, with respect to such matters.

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