1. To provide the agreed upon discount to each Health New England member who presents an Health New England membership card to Vendor regardless of that member’s race, sex, age, religion or place of residence.

2. Not to use Health New England’s name, logo, trademarks, or any other proprietary materials in advertisements or otherwise without Health New England’s prior written consent.

3. That the relationship between Health New England members and Vendor is that of customer and seller and that Health New England is not responsible for payments due Vendor from Health New England members nor is Health New England responsible for any other acts or omissions of Health New England members. Vendor agrees to look solely to the Health New England member for compensation for goods or services supplied to the member.

4. That Health New England will advertise and promote the discount to Health New England members in exchange for Vendor offering this discount. Vendor hereby allows Health New England to advertise and promote the discount and, in so doing, use Vendor’s name, logo and trademarks in any manner that Health New England deems appropriate without Vendor’s prior review or consent. 

5. To obtain and maintain during the term of this Agreement general liability insurance or other insurance in amounts as are reasonable and necessary to insure it and its officers, employees and agents against any claim for damages arising out of or in any way connected with Vendor’s conduct, activities or omissions relating to the discount. Vendor agrees to provide Health New England with copies of such policies upon Health New England’s request.

6. Not to hold Health New England liable for any costs incurred in connection with the Program. Vendor also agrees to indemnify and hold Health New England, its officers, directors, employees and agents harmless from any and all claims, lawsuits, settlements, and liabilities (including attorney’s fees) that may arise between Health New England and Vendor and/or any third parties as a result of Vendor providing or failing to provide goods and/or services to Health New England members. 

7. That none of these terms shall create or are intended to create any relationship between the parties other than that of independent contracting parties under this Agreement. Health New England and Vendor are independent entities, and neither party is the agent, employee, or servant of the other. 

8. That the discount arrangement will remain in effect until terminated by either party for any reason upon thirty (30) days' advance written notice.

9. That Vendor, while participating in this HNEPlus Vendor Discount program, shall not enter into any other similar discount program in Hampden, Hampshire, Franklin and Berkshire Counties with another health maintenance organization (HMO) unless said exclusivity is otherwise prohibited by law.