OSPS Pre-Engagement Terms

To evaluate a potential relationship with Omnicell Specialty Pharmacy Services, Inc. ("OSPS"), OSPS may request limited information from your organization, including information that may constitute Protected Health Information as defined in 45 CFR §160.103 ("PHI"), for the purpose of developing a preliminary pro forma analysis and pre-engagement activity supporting your assessment of a potential engagement with OSPS.

Before providing any data to OSPS, please review the documents below:

• Pro Forma Analysis & Pre-Engagement Description (describes the purpose, scope, and limitations of the pre-sale pro forma analysis and other pre-engagement activities) [link to PDF]
• Mutual Non-Disclosure Agreement (“NDA”) (governs the confidentiality of information exchanged in connection with the pre-engagement activity supporting your assessment of a potential engagement with OSPS) [link to PDF]
• Business Associate Agreement (“BAA”) (governs OSPS's use and protection of PHI provided during the pre-engagement activity supporting your assessment of a potential engagement with OSPS) [link to PDF]

Acceptance Process

By replying to the accompanying email with "Agreed," "I Agree," or substantially similar language:

1. You acknowledge that you have reviewed the Pro Forma Analysis & Pre-Engagement Description, NDA, and BAA (“Agreements”) available through this webpage.
2. You agree on behalf of your organization to be legally bound by the terms and conditions contained in those Agreements.
3. You represent and warrant that you are authorized under your organization's policies and applicable law to bind your organization to those Agreements and commitments.
4. You agree that your email response constitutes your organization's electronic acceptance of the linked Agreements and is intended to create a legally binding agreement between your organization and Omnicell. You agree that such email acceptance has the same legal force and effect as a manually executed signature.
5. You acknowledge and agree that electronic communications may be used and retained together with the accompanying email and referenced Agreements to evidence your

agreement to the linked Agreements and that neither party will challenge the enforceability of the Agreements solely because acceptance was provided through email or other electronic means.

6. You acknowledge that the BAA applies to any PHI disclosed to OSPS in connection with the pro forma analysis activities described in the Pro Forma Analysis Description.
7. If your organization and Omnicell later enter into a definitive commercial agreement, the parties may execute additional agreements, including a separate business associate agreement applicable to the ongoing services relationship. Until then, the linked BAA governs PHI disclosed in connection with the pro forma analysis program.

Important Notice

The pro forma analysis and pre-engagement activities are pre-contract evaluation activity intended solely to assist your organization in assessing a potential engagement with OSPS. The analysis is provided without charge and is not a standalone service offering. Any information provided to OSPS will be handled in accordance with the NDA and BAA referenced above.