This Client Anti-Circumvention Addendum (this “Addendum”) supplements and is incorporated into the Meridian-One Terms of Service or Master Services Agreement (the “Agreement”) between Meridian-One (“Intermediary,” “we,” or “us”) and the business entity accepting this Addendum during onboarding (“Client,” “you,” or “your”). By completing onboarding, clicking “I Agree,” or otherwise accessing or using the System, Client accepts and agrees to be bound by this Addendum. This Addendum is intended for business (B2B) Clients only.
1. Purpose
Intermediary operates a platform, introduction service, or system (the “System”) through which Client is introduced to, and may transact with, one or more vendors, suppliers, or service providers (each, a “Vendor”), which may include pharmacy, lab, payment, fulfillment, or other partners made available through Meridian-One. This Addendum protects Intermediary’s role in facilitating that relationship by preventing Client from bypassing Intermediary to deal directly with a Vendor introduced through the System on terms that avoid Intermediary’s involvement or compensation.
2. Definitions
- “Circumvent” or “Circumvention” means to enter into, solicit, negotiate, facilitate, or complete a transaction or relationship that has the purpose or effect of avoiding Intermediary’s involvement, compensation, or the System with respect to an Introduced Relationship, whether the transaction occurs during or after the Term of this Addendum.
- “Introduced Relationship” means any Vendor, business opportunity, or counterparty introduced, identified, or made available to Client through the System.
- “Restricted Period” means the Term of this Addendum plus twenty-four (24) months following termination of Client’s account or the underlying Agreement, whichever is later.
3. Client’s Non-Circumvention Obligations
During the Restricted Period, Client shall not, directly or indirectly, without Intermediary’s prior written consent:
- contact or contract with a Vendor introduced through the System for the same or substantially similar products or services outside the System;
- use information or contact obtained through the System to solicit, negotiate, or complete a transaction directly with a Vendor;
- restructure, cancel, or modify an existing engagement with a Vendor with the purpose or effect of avoiding Intermediary’s involvement or compensation; or
- encourage, assist, or knowingly permit an affiliate, employee, or agent of Client to do any of the foregoing.
These obligations are Client’s direct commitments to Intermediary and are enforceable by Intermediary against Client without regard to any separate arrangement between Intermediary and the relevant Vendor.
4. Carve-Outs
This Addendum does not restrict Client from:
- continuing a pre-existing, independently documented relationship with a Vendor that predates the Introduced Relationship and was disclosed to Intermediary in writing before the applicable introduction;
- responding to a Vendor’s unsolicited approach where Client promptly notifies Intermediary and declines to proceed outside the System; or
- engaging in ordinary, unrelated business activity that does not involve an Introduced Relationship.
5. Notice, Cure, and Remedies
If Intermediary reasonably believes Client has engaged in Circumvention, Intermediary will provide written notice describing the basis for that belief, and Client will have ten (10) business days to respond or cure before Intermediary exercises remedies under this Section, except where Intermediary reasonably believes delay would materially prejudice its ability to recover amounts owed or prevent ongoing harm.
Following notice and an opportunity to respond, or where notice is excused under this Section, Intermediary may pursue any or all of the following, which are cumulative and not exclusive:
- Recovery of fees. Recovery of the compensation Intermediary would have received had the Introduced Relationship not been Circumvented, calculated by reference to Intermediary’s standard fee or commission structure applicable to Client over the trailing twelve (12) months or, absent sufficient history, comparable transactions.
- Suspension or termination. Suspension or termination of Client’s access to the System, reserved for willful or repeated Circumvention or Circumvention involving a material Introduced Relationship.
- Injunctive relief. Injunctive relief to prevent continuing or threatened Circumvention, in addition to monetary remedies, without the need to post a bond to the extent permitted by law.
Any amount claimed under this Section is subject to the good-faith dispute resolution process in Section 8 before becoming due and payable.
6. Confidentiality
Client agrees to hold in confidence the identity of, and terms applicable to, any Introduced Relationship, and to use such information solely for purposes consistent with the System and this Addendum. This obligation survives termination of this Addendum for a period of three (3) years.
7. Term
This Addendum begins on the date Client accepts it during onboarding and continues for so long as Client maintains an account or active relationship with Intermediary through the System, and thereafter for the Restricted Period. Sections 3 through 8 survive termination for the Restricted Period.
8. Dispute Resolution; Relationship to the Agreement
Any dispute arising under this Addendum will first proceed through good-faith negotiation for thirty (30) days following written notice, and if unresolved, will be resolved using the dispute-resolution mechanism set out in the Agreement (including any arbitration provision, venue, and class-action waiver stated there). This Addendum is incorporated into and governed by the Agreement’s general provisions (governing law, assignment, severability, and entire-agreement terms) except where this Addendum expressly states otherwise.
9. No Restraint on Competition
This Addendum does not restrict Client’s right to compete generally in the marketplace, to use vendors other than those introduced through the System, or to conduct business unrelated to an Introduced Relationship. It is limited to circumvention of specific Introduced Relationships as defined above.
10. Acceptance
Client acknowledges that it has read and understood this Addendum and accepts its terms as a condition of onboarding to and using the System. Acceptance may be given electronically (e.g., by clicking “I Agree” during onboarding) and has the same force and effect as a handwritten signature.