Customer Application

This Security Agreement (the “Agreement”) is by and between [---_____---___]. (“Purchaser” or “Owner”) and Wasatch Rx LL (“Wasatch RX” or “Seller” and together with Purchaser, the “Parties”) and governs your purchase, access to and use of all merchandise, supplies, equipment, and goods of any nature sold to Purchaser by Seller under this Agreement.

1. Purchaser hereby grants to Seller a purchase money security interest in any and all merchandise, supplies, equipment, and goods of any nature whatsoever, whether sold to Purchaser by Seller or otherwise acquired, hereinafter referred to as collateral both presently and subsequently acquired by Purchaser to secure any and all indebtedness or liability of Purchaser to Seller whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, together with all additions and accessions thereto. As additional security for said indebtedness, Purchaser does hereby grant to Seller a security interest in any and all of Purchaser’s right, title, and interest to all of its accounts receivables, inventory, goods, office furniture, and any equipment and all proceeds therefrom, now owned or hereafter acquired.  Purchaser shall remain liable for any deficiency resulting from a sale of collateral and shall pay any such deficiency forthwith on demand. SELLER IS HEREBY AUTHORIZED TO FILE A FINANCING STATEMENT WITH RESPECT TO THE TERMS AND CONDITIONS AS SET FORTH HEREIN.
2. PURCHASER WARRANTS, COVENANTS, AND AGREES AS FOLLOWS:
   1. Until full performance by Purchaser of the obligations hereunder, Seller shall retain, and Purchaser shall not obtain title to any goods sold to Purchaser by Seller.
   2. That Purchaser shall immediately notify Seller in writing of any change in or discontinuance of Purchaser’s places of business as set forth in this Customer Application.
   3. That if said collateral is to be attached to real estate, Purchaser shall furnish to Seller a street address and legal description of the real estate and the name(s) and addresses(s) of the record owner thereof; if said collateral is attached to real estate prior to the perfection of the security interest granted hereby, Purchaser will on demand of Seller furnish the latter with a disclaimer or disclaimers, signed by all persons having an interest in the real estate, of any interest in the collateral which is prior to Seller’s interest, subordinating their interest to that of Seller.
   4. When Purchaser places its first order with Seller, Purchaser is required to pay for the entire order at the time the order is placed. For subsequent orders, Purchaser shall pay Seller any and all amounts due in full within a net 15 days from the receipt of an invoice.
   5. That interest shall be charged on all unpaid balances 30 days post-invoice date at the maximum legal rate of interest. No statements, representations, or agreements of any kind are binding upon or chargeable to Seller unless evidenced in writing. Any and all prior statements, representations, and agreements which are not evidenced in writing are excluded and superseded thereby. Prices are subject to change without notice to conform to those in affect at the time of shipment. Prices quoted are for the specified quantities only. Prices on delivery tickets are subject to correction by Seller's billing department if found to be in error.
   6. That the information as supplied by Purchaser as set forth in this Customer Application is true and correct.
   7. Purchaser shall keep the collateral insured against loss by fire (including extended coverage), theft and other hazards to its highest insurable value.
   8. Purchaser shall have two days after the receipt of any merchandise, supplies, equipment, and goods, of any nature whatsoever ordered for a purchase to give written notice to Seller at Seller’s address, stating the nature and the particular defects, if any, existing. The retention of the foregoing for any time in excess of two days without giving such notice shall constitute acceptance thereof and acknowledgment that said goods are satisfactory in quantity and quality.
   9. Purchaser shall not, during the term of this Agreement and for a period of 2 years thereafter, disclose any confidential or proprietary information of Seller to any person, firm, corporation, partnership, association, or other entity for any reason or purpose whatsoever, nor shall Purchaser make use of any such confidential or proprietary information for Purchaser’s purposes or for the benefit of any other person, firm, corporation or other entity except Seller. For purposes of this Agreement, the term "confidential information" shall mean any and all information that is known to Purchaser that relates to the business operations of Seller, including, without limitation, suppliers, vendors, manufacturers, trade secrets, books and records, pricing policies and information which is not known to others, or readily available to others from sources other than the Company and is not in the public domain.
   10. Purchaser shall not, during the term of this Agreement and for a period of 2 years thereafter (a) solicit, induce, entice or attempt to entice any employee, contractor, customer, vendor or subcontractor to terminate or breach any relationship with Seller or Seller’s affiliates for Purchaser’s own account or for the benefit of another party; and (b) circumvent or attempt to circumvent the foregoing agreements by any future arrangement or through the actions of a third party.
3. Purchaser’s default in making any payment shall, at the option of Seller and without notice or demand, render the unpaid balance of the principal hereof and accrued interest thereon immediately due and payable. Extension of time of payment of all or any part of the amount owing, or any variation, modification, or waiver of any terms or conditions at any time or times shall not affect the liability of any party hereto or, co-maker, guarantor, or surety hereof, it being the intent of all parties that they shall continue jointly or severally absolutely liable for the payment of the aforesaid indebtedness until the same is actually paid in full. The following shall constitute a default by Purchaser: (A) Failure to pay any invoice within the terms stated thereon; (B) Failure to pay the principal or any installment of principal or interest on the indebtedness or any notes when due; (C) Failure by Purchaser to comply with or perform any of the provisions of this Agreement; (D) False or misleading representations or warranties made or given by Purchaser in connection with this Agreement; (E) Subjection of the collateral to levy of execution or other judicial process; (F) Commencement of any insolvency proceedings by or against Purchaser; and (G) Any reduction in the value of the collateral or any act of Purchaser which imperils the prospect of full performance or satisfaction of Purchaser’s obligations herein.
4. Additional Provisions:
   1. Upon any default by Purchaser and at the option of Seller, the obligations secured by the Agreement shall become due and payable in full without notice or demand, and Seller shall have all the rights, remedies, and privileges with respect to repossession, retention, and sale of the collateral and disposition of the proceeds as are accorded by the applicable sections of the “Uniform Commercial Code” respecting default, and all other rights, remedies outside of “Uniform Commercial Code”.
   2. Upon any default and upon demand, Purchaser shall assemble the collateral and make it available to Seller at the place and at the time designated in the demand.
   3. In the event of any dispute arising out of this Agreement, or subject matter of this contract, Purchaser shall be required to pay Seller’s court costs and reasonable attorney’s fees.
   4. Upon any default by Purchaser and at the option of Seller, it is hereby agreed that Seller may enter upon premises in which Purchaser is operating its place of business and take possession of the described collateral and/or render it unusable or remove it.
   5. Waiver of or acquiescence in any default by Purchaser or failure of Seller to insist upon strict performance by Purchaser of any warranties or agreements in this Agreement shall not constitute a waiver of any subsequent default or failure.
   6. Seller shall not be liable for prospective profits or special, indirect or subsequential damages. Nor shall any recovery of any kind against Seller party be greater in amount than the purchase price of the specific goods sold and causing the alleged loss, damage or injury. Purchaser assumes all risks and liability for loss, damage or injury to persons or property of Purchaser or others arising out of the use or possession of any goods sold by Seller to Purchaser.
   7. It is hereby agreed that in the event legal proceedings are instituted with reference to any dispute which in any way relates to this Agreement, such shall be governed and enforced by the laws of the State of Utah, and the Parties do hereby specifically agree that the venue will lie exclusively in Salt Lake County, Utah. In the event Seller brings legal action to enforce any of its legal rights as contained in this Agreement, Purchaser does hereby specifically agree not to file any counterclaim against Seller for any alleged damages incurred by Purchaser and does hereby enter into a covenant not to sue Seller for any damage, or losses whatsoever which in any way relate to the purchases made by Purchaser from Seller.
   8. Purchaser does hereby designate as its authorized agent and representative any and all persons accepting deliveries of merchandise, supplies, equipment, and goods of any nature whatsoever forwarded by Seller or any other entity on behalf of Seller to Purchaser’s place of business and that person(s) accepting said deliveries are hereby authorized to bind Purchaser to the terms and conditions as set forth in any and all documents signed by said person(s) and to accept deliveries on Purchaser’s behalf.
   9. Unless otherwise specified, any and all notices required hereunder or by Utah law, including but not limited to notices by Purchaser to Seller concerning Purchaser’s rejection of goods and damages sustained to goods, shall be delivered by certified mail.  For avoidance of doubt, oral notification or notification by regular mail shall not be deemed notification when Purchaser is required to notify Seller.
   10. A signed copy of this Agreement or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes.
   11. The descriptive headings of the sections and subsections of this Agreement are intended for convenience only and do not constitute parts of this Agreement.

To Whom It May Concern

It is the objective and desire of Wasatch Rx LLC to comply with all Federal State and local laws and to comply with applicable provisions of the Food, Drug and Cosmetic Act (hereinafter “FDCA”), the Prescription Drug Marketing Act of 1987 (hereinafter “PDMA”), and the PDMA amendments of 1992 (collectively, the “Laws”) and all subsequent revisions, amendments, regulations and guidelines which have been promulgated by the Food and Drug Administration (hereinafter “FDA”). As a result, Wasatch Rx LLC represents and warrants that the following statements are true and correct.  We also require this warranty from all of our vendors.

1. All products offered for sale by Wasatch Rx LLC (collectively, the “Products”) are owned free and clear of any encumbrances or restrictions on title at the time of said sale.  In addition, all products offered for sale are not “adulterated” or “misbranded” within the meaning of the FDCA and are not articles which may not be introduced into the interstate commerce under the FDCA and PDMA.
2. Any products offered for sale by Wasatch Rx LLC have not been obtained through fraud, misrepresentation or concealment of any material facts.
3. Wasatch Rx LLC shall comply fully with all Federal, State and local laws.
4. Wasatch Rx LLC warrants that it has established such internal controls as outlined in its policies and procedures to insure that all product(s) purchased is stored and shipped at appropriate temperatures.
5. Any products offered for sale by Wasatch Rx LLC have no restrictions on their resale by Wasatch Rx LLC.
6. Any products offered for sale by Wasatch Rx LLC are not in violation of the PDMA of 1987, the PDMA Amendments of 1992, the FDCA or any other Federal, State, or local law, ordinance or regulation.
7. Wasatch Rx LLC warrants that none of the Products it sells were previously purchased by a public or private hospital or donated or supplied at a reduced price to a charitable organization.
8. None of the Products are or will be adulterated or misbranded within the meaning of the FDCA or under any other of the Laws.  Nor shall any of the Products be a product or article that under any of the Laws may not be introduced into interstate commerce, sold to a wholesale distributor, or otherwise offered for sale to Wasatch Rx LLC for any reason whatsoever.
9. All vendors that Wasatch Rx LLC purchases products from have agreed to the same warranty Wasatch Rx LLC is providing herein, and said vendors are all licensed and quality suppliers.