Use of the Qualifacts System and/or RCMS services of Qualifacts Systems, LLC, a Delaware limited liability company (“Qualifacts”) is conditioned upon the compliance and acceptance of these Terms and Conditions by Practice and its Authorized Users, as defined herein. These terms apply to all existing customers of the Qualifacts System and shall supersede any terms and conditions previously accepted by the existing customers of the Qualifacts System.

Last Update: November 3, 2025

DEFINITIONS

“Affiliate” means, with respect to a particular person or entity, another person or entity that directly or indirectly controls, is controlled by or is under common control with that particular person or entity by another person or entity. For this definition, “control” means the ability to direct the management and policies of another person or entity, either through ownership, by contract, or by law.

“AI Functionality” means any features, functionality, or other capabilities of the Qualifacts System (including any Product Enhancements) that utilize artificial intelligence, machine learning, natural language processing, or similar technologies.

“Auditor Users” means employees of Practice’s external auditor who require access to the Qualifacts System to perform an audit of Practice or its facilities solely to the extent required to perform the audit.

“Agreement” refers to these Terms and Conditions, which are incorporated into the Qualifacts Software and Services Term Sheet, Service Order Form, and/or and any Service Change Form.

“Authorized Users” means collectively Named Users, Auditor Users, and any third parties authorized to access and use the Qualifacts System in accordance with Section 5.6.

“BAA” means the Business Associate Agreement attached hereto as Exhibit A and incorporated herein and made a part of this Agreement.

“Documentation” means any online or printed user manuals, functional specifications attached to this Agreement, Service Order Form, Service Change Form, Statements of Work or other written agreements that are provided to Practice by Qualifacts, and any derivative works of the foregoing.

“HIPAA” means the Administrative Simplification Subtitle of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, all as amended from time to time.

“Implementation Scope” means the scope of services and project duration, described in the Term Sheet, Service Order Form, or Service Change Form, for Practice’s implementation. The Implementation Scope will be determined by Qualifacts based on the scope it deems appropriate for an organization with Practice’s size and lines of business.

“Named Interns” means an intern a student or trainee who works, sometimes without pay, at a trade or occupation in order to gain work experience.

“Named User” means any of Practice’s named employees and independent contractor health care professionals to whom Practice has granted access to use the Qualifacts System in furtherance of Practice’s internal business purposes.

“Part-Time User” means a Named User who works less than fifteen (15) hours weekly.

“Practice” means the healthcare practice that executed the Term Sheet, Service Order Form, or Service Change Form, which incorporates these Terms and Conditions by reference and the

Authorized Users. Practice is specifically referred to as “Customer” within the Term Sheet, Service Order Form, or Service Change Form.

“Practice Data” means any of Practice’s non-public information, documents, or electronic files that are provided to Qualifacts hereunder. For the avoidance of doubt, Qualifacts’ Confidential Information is not Practice Data. Practice owns all rights, title, and interest in the Practice Data. Qualifacts may use, disclose, and otherwise process the Practice Data only as necessary to perform its obligations hereunder or otherwise permitted or required by this Agreement, including the BAA. In addition, Qualifacts may utilize Practice Data to train, optimize, ground, or otherwise enhance the AI Functionality. Any “vectorized” data, vector relationship related information, or other analytical information, that is developed using the Practice Data and used for training, fine- tuning, grounding, or inference purposes for the AI Functionality, is deemed to be an inherent part of the AI Functionality (to the extent such data is De-Identified Data).

“Product Enhancements” means any new features, new modules, or other extensions or modifications of the Qualifacts System requested by Practice and developed by Qualifacts pursuant to a Service Order Form or Service Change Form. “Product Enhancements” do not include new features, new modules, or extensions or modifications of the Qualifacts System to the extent incorporated into a general Update.

“Protected Health Information” (“PHI”) shall have the meaning set forth in Exhibit A.

“Provider” means any healthcare professional or individual who is recognized under HIPAA as administering or delivering direct patient care and who CMS identifies as requiring a National Provider Identification (NPI) number for payment or reimbursement. This typically includes (but is not limited to): physicians, physician assistants, midwives, nurse practitioners, nurse anesthetists, dentists, denturists, chiropractors, clinical social workers, psychologists, psychiatrists, physical therapists, athletic trainers. Provider is counted as “full-time” for any Provider working more than fifteen (15) hours per week, a “part-time” Provider is any Provider working fifteen (15) hours or less in a given week and counted for billing purposes as ½ Provider.

“Qualifacts System” means the web-based electronic health record software and practice management system designated on one or more Service Order Form or Service Change Form to be provided to Practice by Qualifacts hereunder, including any Product Enhancements and Updates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing.

“RCMS” means the revenue cycle management services that Qualifacts is providing to Practice.

“Update” means any patch, bug, fix, release, version, modification, or successor to the Qualifacts System that Qualifacts generally makes available free of charge to its similarly situated customers.

“Value Added Services” means certain third-party applications, or third-party services, offered by Qualifacts to Practice to enhance the Qualifacts System.

TERMS AND CONDITIONS

These Terms and Conditions are part of and fully incorporated by reference into the Term Sheet, Service Order Form and any Service Change Form that have separately been agreed to by Practice and Qualifacts.

Qualifacts and Practice will each be known as a “Party” and will collectively be known as the “Parties”. In the event of a conflict between the terms of the Term Sheet, Service Order Form and/or any Service Change Form and this Agreement, the terms of this Agreement shall control.

BY REQUESTING PERMISSION (OR CONTINUED PERMISSION) TO ACCESS AND/OR USE THE QUALIFACTS SYSTEM, PRACTICE AGREES TO ACCEPT AND BE FULLY BOUND BY THESE TERMS AND CONDITIONS.

QUALIFACTS RESERVES THE RIGHT TO REVISE THESE TERMS AND CONDITIONS AT ANY TIME. BY ACCESSING AND/OR USING THE QUALIFACTS SYSTEM, PRACTICE AGREES TO ACCEPT AND BE FULLY BOUND BY ANY SUCH REVISIONS WHEN THEY BECOME EFFECTIVE, WHETHER OR NOT PRACTICE HAS ACTUALLY REVIEWED THEM. IF PRACTICE DOES NOT AGREE TO ACCEPT AND BE FULLY BOUND BY THIS AGREEMENT, PRACTICE SHOULD NOT AND IS EXPRESSLY PROHIBITED FROM HAVING ANY AUTHORIZED USERS ACCESS THE QUALIFACTS SYSTEM AND/OR USE THE QUALIFACTS SERVICES.

1. Qualifacts Services.

1.1 Qualifacts shall provide access to the Qualifacts System and, if applicable, the RCMS in accordance with these Terms and Conditions and the Term Sheet, Service Order Form, or Service Change Form. If Practice has subscribed to the RCMS, then the additional terms set forth on Exhibit B shall apply.

1.2 Qualifacts may offer Practice the ability to purchase Value Added Services. In addition, Qualifacts or select third-party providers may offer links to other websites, resources, third-party applications or services which Practice may purchase. Qualifacts does not provide any warranties with respect to any such Value Added Services whether or not such Value Added Services are offered or designated by Qualifacts as “certified,” “approved,” “recommended” or otherwise, and whether or not the Value Added Services may be accessible from within the Qualifacts System. Any purchase by Practice of any Value Added Services is solely between Practice and the applicable third-party vendor.

1.3 Qualifacts is not responsible for the availability or the quality, accuracy, integrity, fitness, safety, reliability, legality, or any other aspect of any Value Added Services that Practice may purchase or connect to through the Qualifacts System, or any descriptions, promises or other information related to the foregoing. If Practice orders or enables an Value Added Service for use with the Qualifacts System, Practice agrees that Qualifacts may allow such third-party providers to access Practice’s data or information as required for the interoperation of such Value Added Services with the Qualifacts System, and any exchange of data or other interaction between Practice and a third-party provider is solely between Practice and such third-party provider. Qualifacts shall not be responsible for any disclosure, modification or deletion of data or information resulting from any such access provided to Value Added Services. No purchase of Value Added Services is required to use the Qualifacts System.

1.4 The Qualifacts System being provided by Qualifacts primarily consists of the sale or subscription of a software product license to Practice. As such, Qualifacts shall not be responsible in any manner for providing training services to Practice or any of its employees, contractors, or Providers as related to the billing, collection, or adjustments for any medical services provided by Practice to its patients. This includes but is not limited to Qualifacts not having any responsibility for Practice’s workload, including charting. It is the sole responsibility of Practice to ensure that its billing staff has the adequate training for billing Practice’s medical services and Qualifacts shall have no responsibility in this regard unless Practice has specifically hired Qualifacts to provide RCMS pursuant to the executed Term Sheet, Service Order Form, or Service Change Form between Practice and Qualifacts.

1.5 Under no circumstances shall Qualifacts be held responsible or liable for any amounts of prescription medication prescribed by either Practice or any Provider, whether such prescribed amount is over or under the limits set by either the Drug Enforcement Administration (DEA) or Practice. Practice and any Provider shall be solely responsible and liable for any amounts they prescribe and Qualifacts expressly disclaims all liability in this regard as Qualifacts has no control over the amounts which are prescribed by Practice or any Provider. It should be noted by Practice that the Suboxone Patient Count Tracker is used as a tool to help prevent over-prescription of medication but does not explicitly prevent Practice or any Provider from prescribing amounts of prescription medicines which are over DEA limits or limits set by Practice.

2. Practice’s Responsibilities.

2.1 Practice is responsible for and must notify Qualifacts within five (5) days of a Provider leaving Practice. Practice will not be able to delete a Provider without contacting Qualifacts and providing the name of the Provider to be deleted.

2.2 Practice is responsible for managing its Active and Inactive Named Users monthly. Practice must designate “Partial Users” as such in the employee profile under Employment Type for that Named User. If Practice purchases any module and/or feature requiring unique Named User counts (e.g., eRx., EPCS, Telehealth, etc.), then Practice shall assume all responsibility for managing its Named User counts. Qualifacts reserves the right to audit the system for Practice’s compliance with this Section 2.2, and Practice will be responsible for any financial obligations associated with non-compliance.

2.3 Practice is bound by the Terms and Conditions of this Agreement, the Business Associate Agreement, and the Term Sheet, Service Order Form, or Service Change Form. It is Practice’s responsibility to ensure that each Authorized User has reviewed this Agreement and understands the applicable terms and conditions.

3. Financial Terms.

3.1 Fees. In return for the products, services and licenses provided by Qualifacts to Practice hereunder and pursuant to the applicable Service Order Form or Service Change Form, Practice shall pay Qualifacts the fees in the amount and on the schedule set forth on the Service Order Form or Service Change Form. Unless specified to the contrary on a Service Order Form or Service Change Form, monthly recurring fees will commence upon the Billing Commencement Date; if the Billing Commencement Date is not the first of the month, the fees for that month will be pro-rated based on the number of days remaining in that month. Fees for add-on modules will commence upon the Go-Live Date for each such module. All dollar amounts refer to U.S. dollars.

3.2 Expenses. Upon advance notice, Practice shall reimburse Qualifacts for its reasonable and necessary expenses (including travel and travel-related expenses).

3.3 Billing Practices. Qualifacts bills all time-based charges in quarter hour increments. For services requested and provided on Practice’s premises that require travel of more than fifty (50) miles, Practice shall pay, with advance notice, for a minimum of eight (8) hours for each such day of services, plus travel time.

3.4 Payment Terms. Qualifacts shall invoice Practice monthly in advance for all recurring charges, which invoices will also include all non-recurring charges and expenses incurred since the previous invoice. Practice shall pay all Qualifacts invoices within thirty (30) days of the invoice date. If Practice is delinquent in payment of any portion of an invoice that it has not disputed in writing in good faith, Qualifacts may, in addition to other remedies it may have, including termination, limit any or all of Practice’s Named Users to read-only access to the Qualifacts System. A dispute by Practice of an invoice must be made to Qualifacts in writing within twenty (20) days of the date thereof and all other undisputed amounts on said invoice shall be timely- paid. No disputes of invoices by Practice will be considered by Qualifacts if not made in writing within the twenty (20) day period set forth above and Practice will be obligated to pay in full all invoices not so disputed. Practice agrees to pay interest on delinquent amounts at the rate of one- and one-half percent (1½%) per month (or, if lower, the maximum amount permitted by law) that a payment is overdue. If Qualifacts takes any legal action to collect on delinquent amounts, Practice shall reimburse Qualifacts for its actual costs incurred in pursuing such action, including but not limited to reasonable legal fees and court costs.

3.5 Taxes. Practice shall pay or shall reimburse Qualifacts for all sales taxes and other applicable taxes, however characterized by the taxing authority, based upon the license fees or other charges under this Agreement or otherwise incurred on account of Practice’s use of the Qualifacts System, except for any taxes based upon Qualifacts’ net income or gross receipts or for any franchise or excise taxes owed by Qualifacts. If Practice is a tax-exempt organization, then, upon Qualifacts’ receipt of proof of such status, Qualifacts shall not charge Practice for any taxes from which Practice is exempt.

3.6 Product Innovation Increases. In order to support Qualifacts’ ongoing research and development of the Qualifacts System, Practice’s Monthly Recurring Charges will automatically increase as set forth in the Service Order Form or Service Change Form.

4. Term and Termination.

4.1 The term of this Agreement shall be the specific time period provided on the Term Sheet, Service Order Form, or Service Change Form, defined as the: (a) the effective date for one (1) year unless otherwise stated on the Term Sheet, Service Order Form, or Service Change Form; or (b) the Term Start Date through the Term End Date, unless terminated earlier as provided herein. Thereafter, this Agreement shall automatically renew for additional one (1) year terms or as otherwise set forth in the Term Sheet, Service Order Form, or Service Change Form, if not otherwise stated in the Term Sheet, Service Order Form, or Service Change Form, unless either Party provides the other Party with written notice of its intent not to renew no less than: (a) ninety (90) days prior to the end of the then-current term for renewal terms of one (1) year or more; and (b) thirty (30) days prior to the end of the then-current term for renewal terms of thirty (30) days. Additionally, and for avoidance of doubt, a notice of non-renewal from Practice concerning an automatic renewal term of thirty (30) days shall be effective and terminate this Agreement on the last day of the month following the month in which the notice was provided by Practice to Qualifacts.

4.2 Either Party may terminate this Agreement immediately for cause without liability or penalty of any if the other Party has committed any other material breach of its obligations under this Agreement (including, without limitation, the BAA) and has failed to cure such breach within forty- five (45) days of written notice (as set forth in Section 17) by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within forty-five (45) days, has failed to begin and continue to work diligently and in good faith to cure such breach).

4.3 In the event that Qualifacts reasonably determines that a change in a statute, regulation or other law requires an amendment to this Agreement, then Qualifacts may amend this Agreement as necessary to bring this Agreement into compliance with the law by delivering written notice to Practice. The amendment shall be effective upon the earlier of: (i) the effective date of the change in law; or (ii) a date at least sixty (60) days after delivery of the written notice. In the event that Practice objects to the amendment, Practice may terminate this Agreement upon sixty (60) days’ advance written notice to Qualifacts unless Qualifacts agrees to withdraw the amendment.

4.4 Upon the occurrence of any of the following events, Qualifacts shall have the right, at its option, to terminate this Agreement for cause immediately without liability or penalty of any kind:

4.4.1 Practice repeatedly fails to compensate Qualifacts in a timely manner and in accordance with the terms of this Agreement or repeatedly fails to cooperate with Qualifacts and/or perform the responsibilities set forth in this Agreement.

4.4.2 Practice fails to pay Qualifacts any delinquent amounts owed within ten (10) days of written notice by Qualifacts specifying the amounts owed.

4.4.3 Practice or any Authorized User violates Section 5 of this Agreement.

4.4.4 If voluntary or involuntary bankruptcy, receivership, insolvency, dissolution, or assignment of assets for the benefit of creditors proceedings are commenced against Practice and not dismissed within sixty (60) days.

4.4.5 If any right of Practice under this Agreement is subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency.

4.4.6 If information given by Practice with respect to its size, type, specialty, or configuration is substantially inaccurate or incomplete.

4.4.7 Any infringement, misappropriation, or other breach of Qualifacts’ rights under Section 6 below.

4.5 In the event that this Agreement is wrongfully terminated by Practice, or if Qualifacts terminates this Agreement due to a breach by Practice, then, in addition to any other remedies that may be available to Qualifacts, Practice shall pay Qualifacts a termination fee equal to the then current minimum monthly recurring fees multiplied by the number of months remaining in the then current term. The Parties intend that the termination fee serve as liquidated damages to compensate Qualifacts for Practice’s early termination, and the Parties do not intend for it to serve as punishment for any such breach by Practice.

4.6 Upon termination or expiration in accordance with the terms set forth herein, Qualifacts shall immediately terminate access to the Qualifacts System by Practice and its Authorized Users. Practice will immediately pay Qualifacts all compensation otherwise due and payable to Qualifacts in accordance with the terms of this Agreement through the effective date of termination or expiration.

4.7 To the extent that Practice has not obtained an electronic copy of its Practice Data through any export functionality of the Qualifacts System and requests an electronic copy of its Practice Data within thirty (30) days of termination, then Qualifacts shall send Practice an electronic copy of its Practice Data in a structured format via any export capability of the Qualifacts System certified to 45 CFR § 170.315(b)(10), within thirty (30) days of Qualifacts’ receipt of the request, at no charge. If Practice wants an alternative data export format that is available from Qualifacts, Practice and Qualifacts will execute a mutually agreeable Statement of Work that includes a fee for such export. Practice acknowledges that data export methods and related services available from Qualifacts may change over time based on the functionality of the Qualifacts System.

5. Qualifacts System Access: License Grant.

5.1 Access to the Qualifacts System is provided solely in connection with Practice’s business operations. Practice’s license to access the Qualifacts System is on a limited, revocable, non- exclusive, non-transferable basis only during the term of this Agreement. Practice agrees that Practice and Authorized Users will access the Qualifacts System for their own internal use in accordance with the terms and conditions of this Agreement.

5.2 Practice will not: (i) access or use the Qualifacts System except through its own Authorized Users acting within the scope of their service to Practice; (ii) use the Qualifacts System or any part thereof for any purpose other than for accessing and using the Qualifacts System in accordance with this Agreement; (iii) sell, resell, transfer, sublicense, rent, lease, convey, encumber, copy, modify, distribute, publish, exhibit, transmit, provide access to, or provide use of the Qualifacts System to any third-party (other than its own Authorized Users acting within the scope of their service to Practice) nor use it or allow it to be used in any public system, public electronic bulletin board, or multiple computer or user arrangement or network that includes access by any third-party (other than its own Authorized Users acting within the scope of their service to Practice); (iv) translate, convert to another programming language, decompile, derive specifications from, reverse engineer, reverse compile, record, disassemble or create derivative works based on the Qualifacts System for any purpose; (v) export the Qualifacts System outside of the United States of America or make use of the Qualifacts System at any location other than the geographic area(s) identified by Practice as Practice’s office location(s) when purchasing the Qualifacts Services or as such other location(s) as Qualifacts consents to such use; (vi) use the Qualifacts System in a manner that delays, impairs or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software or system input or output; (vii) use the Qualifacts System for any unlawful purpose or to mislead or to harass anyone; (viii) take any action or omit to take any action constituting information blocking as defined in 42 U.S.C. § 300jj-52 and regulations thereunder in connection with this Agreement; or (ix) violate or attempt to violate the security of the Qualifacts System or any Qualifacts server, database or network infrastructure, including but not limited to, by: (a) accessing data not intended for Practice; (b) logging into an account Practice is not authorized to access, (c) testing, “hacking”, scanning or probing the Qualifacts System to identify or detect any vulnerabilities, or (d) attempting to interfere with other users’ use of the Qualifacts System.

5.3 Use of or access to the Qualifacts System not in accordance with this Agreement is strictly prohibited. Permission to access or use the Qualifacts System may be limited or suspended immediately in Qualifacts’ discretion if this Section 5 is violated.

5.4 Practice Data. Practice owns all right, title, and interest in the Practice Data. Qualifacts may use, disclose, and otherwise process the Practice Data as necessary to perform its obligations hereunder or otherwise permitted or required by this Agreement, including the BAA.

5.5 Suspension or Termination. Qualifacts has the right at any time to suspend or terminate access to any Authorized User if Qualifacts reasonably believes that such suspension or termination: (i) is necessary to protect the security, integrity, or accessibility of the Qualifacts System or Qualifacts’ network, (ii) Practice or an Authorized User has breached this Section, or infringed, misappropriated or otherwise breached any of Qualifacts’ rights under Section 6 below; or (iii) Practice or any Authorized User is, has been, or is likely to be involved in any unlawful activities involving the Qualifacts System.

5.6 Third-Party Access. If Practice desires to permit any consultant, service provider, software licensor, or other third-party (that is not a Named User or Auditor User) to access or use the Qualifacts System through any access method other than Qualifacts’ API technology covered by 45 C.F.R. § 170.404, Practice shall notify Qualifacts in writing. If any such third-party has not been previously certified by Qualifacts through Qualifacts’ then-current, third-party vendor certification program, Qualifacts will work collaboratively with Practice and the third-party vendor as the third-party vendor addresses Qualifacts’ certification process. Additionally, if the third-party fails to be certified by Qualifacts, (i) Qualifacts will make reasonable efforts (in collaboration with Practice) to enter into an agreement between Qualifacts and the third-party, (ii) Practice shall only permit the third-party and its users to access or use the Qualifacts System in accordance with such agreement with Qualifacts, and (iii) Qualifacts and Practice will enter into an amendment to this Agreement for the provision of such access or use to the third-party under which (a) the Parties will mutually agree to additional incremental monthly fees to address the third-party access and (b) Practice will assume all liability for any actions or omissions of the particular third- party. Notwithstanding anything to the contrary in this provision, Qualifacts may decline to enter into an agreement with a third-party for any reason permitted by applicable law.

6. Ownership of Intellectual Property.

6.1 Qualifacts owns all right, title and interest in and to the Qualifacts System, Documentation, its De-Identified Data (as defined herein) and other Confidential Information and derivative works of any of the foregoing, including all copyrights, trade secrets, trademarks and other intellectual property rights in connection therewith. To the extent that such rights do not automatically vest in Qualifacts as works made for hire, Practice hereby assigns any and all right, title and interest, including any intellectual property rights, it may have or acquire with respect to the Qualifacts System, Documentation and its Confidential Information, and Practice agrees, at Qualifacts’ expense, to take any and all actions reasonably requested by Qualifacts to secure such rights for Qualifacts. Practice shall not challenge Qualifacts’ ownership of the Qualifacts System, Documentation or Confidential Information, nor any part thereof. “De-Identified Data” means any data or other information that has been de-identified in accordance with the de-identification standards set forth in HIPAA or other applicable law.

6.2 Except for the limited right to access and/or use the Qualifacts System subject to the terms and conditions contained herein, this Agreement does not confer on or vest in Practice or any Provider a license in, ownership of or interest in the Qualifacts System. Practice acknowledges and agrees that the Qualifacts System and all parts of it are protected by copyrighted material owned exclusively by Qualifacts and all right, title and interest in any aspect of them and all edits, improvements, additions, modifications and derivative works prepared from or relating to them are and will remain the exclusive property of Qualifacts. Qualifacts will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of Practice with respect to the Qualifacts System in any manner and in any media.

6.3 All the content, design and supporting Documentation of the Qualifacts System is protected by copyright laws and international treaty provisions. Practice may not copy the written materials, images, trademarks, and/or logos set forth within or accompanying the Qualifacts System without Qualifacts’ prior written authorization. Practice will not remove, change, or deface any copyright notice or proprietary markings in or on any part of the Qualifacts System. Practice acknowledges that the content and design of the Qualifacts System contains trade secrets proprietary to Qualifacts, the American Medical Association, and such other third-party licensors incorporated into the Qualifacts System and that the loss of such trade secret status would cause irreparable damage to Qualifacts for which monetary damages may not adequately compensate either Qualifacts, the American Medical Association, or such other third-party licensors incorporated into the Qualifacts System. Practice agrees to take at least the same precautions to maintain the confidentiality of this information as it does with respect to its own proprietary information, but in no case shall such precautions be less than those considered objectively reasonable in light of the nature of such information.

7. Implementation.

7.1 Project Plan. Upon execution of the Term Sheet, Service Order Form, or Service Change Form, the Parties shall create and agree upon a plan in writing that is consistent with the Implementation Scope for completion of the project (the “Project Plan”). Qualifacts and Practice shall develop and implement the Qualifacts System in accordance with this Project Plan.

7.2 Service Changes. Practice may request changes to the Term Sheet, Service Order Form, or Service Change Form, or Project Plan by delivering a written statement of the desired changes (a “Service Change Request”). Upon receipt of the Service Change Request, if Qualifacts is willing to consider implementing the changes, Qualifacts shall prepare a written statement including any estimated impact of the requested change on costs and on the Project Plan (a “Service Change Form”). Once a Service Change Form has been executed by authorized representatives of both Parties, Qualifacts shall develop or implement the Qualifacts System in accordance with the original Term Sheet, Service Order Form, or Service Change Form, as amended by the Service Change Form, and the executed Service Change Form will be deemed an amendment to, and a part of, the Term Sheet, Service Order Form, or Service Change Form to which it relates. For further clarification, Qualifacts is not obligated to implement changes set forth in a Service Change Form other than pursuant to a Service Change Form executed by representatives of both Parties.

7.3 Adjustments for Practice Delays. The Implementation Scope and Project Plan are based on the determination by Qualifacts of best practices for a successful implementation. If Practice wishes to delay the implementation due to no fault of Qualifacts, Qualifacts may begin invoicing Practice as set forth in the Term Sheet, Service Order Form, or Service Change Form. Practice acknowledges that if an implementation is delayed, Qualifacts may redeploy the current project team to another implementation and cannot guarantee the same team will be available to return to the project once it resumes. Additionally, if through no fault of Qualifacts, the timeline exceeds what was specified in the Implementation Scope, Qualifacts will prepare a Statement of Work for the remaining time required and Practice shall pay for the additional hours at the then current time and materials rates.

7.4 Product Enhancements.

7.4.1 Practice may request Product Enhancements, and Practice shall pay for the development of any Product Enhancements that Qualifacts agrees to develop. Qualifacts is not obligated to develop any Product Enhancements except pursuant to a mutually-agreed upon Term Sheet, Service Order Form, Service Change Form, or Statement of Work specifying the Product Enhancements to be developed and any applicable pricing, if other than standard time and materials.

7.4.2 Upon execution of a Term Sheet, Service Order Form, Service Change Form, or Statement of Work specifying Product Enhancements, the Parties shall adhere to the process set forth in this Section 7.4 for designing, developing, implementing, and testing the Product Enhancements.

7.4.3 At no charge to Practice, Qualifacts shall modify the Qualifacts System to implement any changes mandated by Federal regulatory changes that are applicable to all customers.

7.4.4 To the extent that Practice requires a modification to the Qualifacts System to implement changes mandated by a payor or MCO, that modification will be treated as a Product Enhancement for all affected customers, and Qualifacts shall provide that Product Enhancement at its then current time and materials rates, and Practice and all other customers affected by that same change shall pay an equal pro rata portion of the total cost.

8. Data Disclaimer.

Practice acknowledges that there is data available to it through the Qualifacts System that has been received by Qualifacts from Payers and other third-party sources (“Data”). Qualifacts DOES NOT ASSUME ANY RESPONSIBILITY OR, WARRANT, GUARANTEE OR VERIFY THE ACCURACY OR RELIABILITY OF THE DATA.  Practice’s reliance upon the Data obtained by it through the Qualifacts System is solely at Practice’s own risk.

Furthermore, Qualifacts is not responsible for errors, damages, or injury relating to informational inaccuracies supplied by Practice or causes beyond Qualifacts’ direct control. Practice shall use its reasonable efforts to coordinate with Qualifacts and assist with the correction of such error or omission.

9. Independent Contractor.

Neither Qualifacts nor any person performing services hereunder shall be deemed by this Agreement an agent or employee of Practice. The services hereunder of Qualifacts and its employees and/or others shall be those of an independent contractor. It is further understood that nothing in this Agreement shall be construed to create a joint venture, partnership, association, or other obligation or like relationship between the Parties.

10. Indemnification.

10. 1 PRACTICE ACKNOWLEDGES THAT THE QUALIFACTS SYSTEM IS SUBJECT TO POTENTIAL MISUSE BY AUTHORIZED USERS. THEREFORE, PRACTICE SHALL INDEMNIFY AND HOLD QUALIFACTS COMPLETELY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, OR LIABILITY (INCLUDING ALL COSTS, EXPENSES AND REASONABLE ATTORNEY’S FEES IN DISPOSING OF AND DEFENDING ANY SUCH CLAIMS, DEMANDS OR LIABILITY) ARISING OUT OF ANY ACTION OR INACTION OF AN AUTHORIZED USER, EXCEPT TO THE EXTENT A RESULT OF QUALIFACTS’ OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNIFICATION PROVISION IS TO BE READ TO AFFORD QUALIFACTS THE BROADEST PROTECTION PERMITTED BY LAW.

10.2 PRACTICE HEREBY AGREES TO INDEMNIFY AND HOLD QUALIFACTS HARMLESS FROM AND AGAINST ANY CLAIMS, LOSSES, COSTS, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS OR REGULATORY ACTIONS, INCLUDING COSTS, FINES, EXPENSES AND REASONABLE ATTORNEYS’ FEES ARISING FROM OR IN ANY MANNER RELATING TO ACTIONS BROUGHT BY A THIRD-PARTY AGAINST QUALIFACTS REGARDING THE QUALIFACTS SYSTEM, INCLUDING ANY CLAIM THAT ARISES OR IS ALLEGED TO HAVE ARISEN FROM PRACTICE’S USE OR RELIANCE UPON THE AI FUNCTIONALITY, INCLUDING ANY OUTPUTS OF THE AI FUNCTIONALITY, EXCEPT TO THE EXTENT THE CLAIM ARISES FROM QUALIFACTS’ OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNIFICATION PROVISION IS TO BE READ TO AFFORD QUALIFACTS THE BROADEST PROTECTION PERMITTED BY LAW.

10.3 QUALIFACTS HEREBY AGREES TO INDEMNIFY AND HOLD PRACTICE HARMLESS FROM AND AGAINST ANY CLAIMS, LOSSES, COSTS, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS OR REGULATORY ACTIONS, INCLUDING COSTS, FINES, EXPENSES AND REASONABLE ATTORNEYS’ FEES ARISING FROM OR IN ANY MANNER RELATING TO ANY CLAIM MADE BY AN UNAFFILIATED THIRD PARTY ALLEGING THAT THE USE IN ACCORDANCE WITH THIS AGREEMENT OF THE QUALIFACTS SYSTEM OR THE SERVICES INFRINGES OR MISAPPROPRIATES ANY INTELLECTUAL PROPERTY RIGHTS OF AN UNAFFILIATED THIRD PARTY. NOTWITHSTANDING THE FOREGOING, IF THE QUALIFACTS SYSTEM BECOMES THE SUBJECT OF SUCH A CLAIM OF INFRINGEMENT THEN QUALIFACTS MAY, AT ITS OPTION: (X) PROCURE FOR PRACTICE THE RIGHT TO USE THE QUALIFACTS SYSTEM FREE OF ANY LIABILITY FOR INFRINGEMENT; (Y) REPLACE OR MODIFY THE QUALIFACTS SYSTEM TO MAKE IT NON- INFRINGING BUT WITH REASONABLY COMPARABLE FUNCTIONALITY; OR (Z) IF QUALIFACTS DETERMINES THAT THE PREVIOUS TWO OPTIONS ARE NOT AVAILABLE ON A COMMERCIALLY REASONABLE BASIS, GRANT TO PRACTICE A CREDIT FOR THE UNUSED PORTION OF ANY PREPAID ACCESS RIGHTS FEES AND REFUND ANY DEPOSITS PAID BY PRACTICE FOR THE AFFECTED SOFTWARE.

10. 4 THE PARTIES AGREE THAT THE OBLIGATIONS CONTAINED WITHIN THIS SECTION 10 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

11. Warranties.

11.1 Qualifacts warrants that: (i) no contractual obligations exist that would prevent Qualifacts from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will comply with all regulatory requirements applicable to the Qualifacts System.

11.2 Practice represents and warrants that: (i) no contractual obligations exist that would prevent Practice from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; (iii) it will comply with all regulatory requirements and these Terms and Conditions applicable to its use of RCMS (if applicable), and the Qualifacts System, and its operations as a healthcare provider; and (iv) all of Practice’s contracts and arrangements with referral sources, if any, comply with all applicable statutes and regulations.

11.3 QUALIFACTS DOES NOT GUARANTEE THE COLLECTION OF AMOUNTS DUE TO PRACTICE. EXCEPT AS OTHERWISE EXPRESSLY AND SPECIFICALLY WARRANTED IN THIS AGREEMENT, ALL PRODUCTS AND SERVICES ARE PROVIDED ‘AS IS’. THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE PARTIES. QUALIFACTS DOES NOT REPRESENT THAT THE QUALIFACTS SYSTEM WILL MEET PRACTICE’S OR A PROVIDER’S REQUIREMENTS OR THAT THE OPERATION OF THE QUALIFACTS SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE. PRACTICE ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE QUALIFACTS SYSTEM AND ITS APPLICATION TO MEET THE NEEDS OF PRACTICE AND THE NEEDS OF THE PROVIDER’S WITHIN PRACTICE. QUALIFACTS DISCLAIMS, AND PRACTICE HEREBY EXPRESSLY WAIVES, ALL OTHER REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY CLAIMS ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. PRACTICE MAY NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF QUALIFACTS, ITS AFFILIATES OR THEIR RESPECTIVE THIRD-PARTY PROVIDERS OR LICENSORS TO ANY AUTHORIZED USER OR ANY OTHER PARTY IN CONNECTION WITH THE QUALIFACTS SYSTEM WITHOUT QUALIFACTS’ EXPRESS PRIOR WRITTEN CONSENT.

12. Disclaimers and Limitations.

12.1 Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, QUALIFACTS MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALIFACTS SYSTEM, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE QUALIFACTS SYSTEM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, QUALIFACTS DISCLAIMS ANY WARRANTY THAT THE QUALIFACTS SYSTEM, THE SERVICES PROVIDED BY QUALIFACTS, OR THE OPERATION OF THE QUALIFACTS SYSTEM ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. QUALIFACTS MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

12.2 Disclaimers Related to AI Functionality.

12.2.1 Outputs Generated by the AI Functionality. Practice acknowledges and agrees that any outputs generated by the AI Functionality are inherently probabilistic, may contain errors or be incomplete, and should not be relied upon without independent professional judgment and review.

12.2.2 No Clinical or Professional Advice. Qualifacts provides the AI Functionality solely as a productivity tool. The AI Functionality is not intended as, and does not constitute, medical, billing, legal, or other professional advice or opinion. Practice shall be solely responsible for ensuring the accuracy, completeness, and compliance of all clinical documentation, claims and other information submitted to third-parties. Practice will not rely on any outputs generated by the AI Functionality without applying its own professional judgment, skill, and care, including, without limitation, regarding clinical decisions.

12.2.3 Verification Obligation. Practice agrees to independently review and verify any clinical documentation, coding recommendation, data, or other output generated by the AI Functionality is accurate, compliant with applicable law, and suitable for Practice’s particular circumstances before relying on such output for clinical, administrative, or other purposes. Further, to mitigate risks associated with the AI Functionality, Practice agrees to: (A) periodically audit the accuracy and completeness of any documentation or materials created by the AI Functionality; and (B) provide periodic training to Authorized Users on the risks, limitations and correct use of the AI Functionality. Practice assumes all liability for any errors, omissions, or inaccuracies in the AI Functionality outputs.

12.2.4 Publication. AI Functionality is not intended to generate any content for publication or to be shared as original work. Any outputs from AI Functionality that is shared with a third- party should acknowledge the role of artificial intelligence in its creation.

12.2.5 Disclaimer of AI Features Warranties. The AI Functionality is provided “AS IS” without warranty of any kind. Practice’s use of the AI Functionality is at Practice’s own risk. To the fullest extent permitted by applicable law, Qualifacts disclaims all warranties of any kind, express or implied, regarding or relating to the AI Functionality. Without limiting the generality of the foregoing, Qualifacts does not warrant that the AI Functionality will: (i) produce accurate, complete, error-free, or reliable outputs; or (ii) meet Practice’s requirements or that the AI Functionality will operate without interruption or error. Practice acknowledges that artificial intelligence technologies are evolving, and their outputs can be influenced by various factors, including incomplete or inaccurate input data (including, without limitation, Practice Data), evolving algorithms, or inherent limitations of machine learning.

12.3 Disclaimer of Consequential Damages. QUALIFACTS HAS NO LIABILITY WITH RESPECT TO THE QUALIFACTS SYSTEM, SERVICES, ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF QUALIFACTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.4 Limitations of Remedies and Liability. EXCEPT FOR ANY CLAIMS SUBJECT TO INDEMNIFICATION HEREUNDER, PRACTICE’S SOLE REMEDIES FOR ANY ERROR CONSTITUTING A BREACH OF THIS AGREEMENT BY QUALIFACTS ARE: (i) CORRECTION OF ERRORS AS SET FORTH HEREIN; (ii) IF APPLICABLE, THE REPROCESSING OF ANY DATA THAT IS INCORRECT AS A RESULT OF THE BREACH; AND (iii) APPLICATION OF ANY APPLICABLE SERVICE LEVEL CREDITS AS DETERMINED BY QUALIFACTS.

12.5 QUALIFACTS’ TOTAL LIABILITY TO PRACTICE FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO QUALIFACTS BY PRACTICE IN RESPECT OF USER LICENSES FOR THE QUALIFACTS SYSTEM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.

12.6 Practice acknowledges that Qualifacts has not authorized any person to issue or make representations or warranties on behalf of Qualifacts in connection with Qualifacts’ access to or use of the Qualifacts System and/or Qualifacts Services other than those expressly set forth in (i) this Agreement and (ii) the written materials provided by Qualifacts describing the capabilities and functions of the Qualifacts System.

12.7 Practice acknowledges that in exchange for providing lower pricing, Qualifacts is shifting many of the risks associated with this Agreement to Practice. The Parties agree that limitations of risk, liability, and other risks mitigation terms were specifically negotiated as part of the specific pricing provided by Qualifacts to Practice.

13. Assignment, Benefit.

This Agreement may not be assigned by Practice without the prior written consent of Qualifacts, which consent shall not be unreasonably withheld. License transfers of purchased licenses are reserved for transfers among practices owned by the same entity, or as a direct result of a merger and acquisition. Any change of control transaction is deemed an assignment hereunder. Any attempted assignment, delegation, or transfer of this Agreement by Practice to a third-party hereto in violation hereof shall be null and void. Qualifacts shall have the right to assign this Agreement and any or all of its rights and/or obligations under this Agreement to any parent, subsidiary, or other affiliate, or to any entity that is a successor in interest pursuant to a merger or acquisition with or of any division or all of Qualifacts without Practice’s written consent. Subject to the foregoing limitation upon assignment, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and the respective heirs, personal and legal representatives, successors and assigns of the Parties.

14. Updates.

During the term of this Agreement, Qualifacts may incorporate product updates and new releases with respect to the Qualifacts System on a periodic basis. All product updates and new releases that are available to Practice shall be governed by the same terms and conditions of this Agreement. Practice may be required periodically to upgrade to a new version of its operating system or other third-party software used in connection with the Qualifacts System at its current prices or to a release level compatible with and required to run new releases or updates of the Qualifacts System, in order to continue to access and/or use the Qualifacts System. Practice may also be required to procure additional memory or disk capacity in order to be able to access and use the Qualifacts System or to run new releases, versions or updates of the Qualifacts System. Practice shall be responsible for procuring any such operating system, hardware upgrades, or other third-party software, at its sole expense. Qualifacts SHALL HAVE NO OBLIGATION TO CONTINUE TO INCLUDE PRIOR VERSIONS OF THE Qualifacts System.

If Qualifacts offers additional, optional services to Practice during the term of this Agreement, Practice may be required to provide certain information either to Qualifacts or certain third-parties in connection with some of the services that may be offered.

15. Reliance.

Practice is not relying on any statements or representations concerning the Qualifacts System made to Practice, other than those contained herein and in the written materials furnished to it by Qualifacts.

16. No Penetration Testing.

Practice acknowledges and agrees that certain laws prohibit any unauthorized attempt to scan, test, or penetrate Qualifacts’ computer systems. In no event shall Practice, or any third-party acting on its behalf, conduct any testing, penetration testing, “white hat” hacking, scanning, or intrusion or attempted intrusion into Qualifacts’ system(s), platform, software, and/or information technology security processes (“Testing”) without the express prior written consent of an authorized officer and General Counsel of Qualifacts in each instance.

17. Notices.

Notices under this Agreement shall be in writing and sent to Qualifacts at: Qualifacts, Attn: Chief Financial Officer, 315 Deaderick St., Suite 2300, Nashville, Tennessee 37238, and to Practice’s Contact at the address as set forth in the Term Sheet, Service Order Form, or Service Change Form. Such notices shall be deemed given: (i) when personally delivered; (ii) on the third business day after deposit, properly addressed and postage pre-paid, when sent by certified or registered U.S. mail to the address provided herein; or (iii) on the next business day when sent with next-business-day instruction by recognized overnight document delivery service to the address provided herein.

18. Further Assurances.

Upon the request of either Party to the other, each Party will take such other action and execute and deliver to the other Party such instruments or documents as maybe reasonably necessary to assure, complete, evidence or implement the provisions of this Agreement.

19. Non-Waiver.

The failure of either Party to insist on strict performance of any of the covenants or conditions of the Agreement, or to exercise any option herein conferred in any one or more instances, shall not be construed as a waiver or a relinquishment for the future of such covenants, conditions, rights or options, but the same shall remain in full force and effect; and the doing by Qualifacts or Practice of any act or thing which Qualifacts or Practice is not obligated to do hereunder shall not be deemed to impose any obligation upon Qualifacts or Practice to do any similar act or thing in the future or in any way change or alter any of the provisions of this Agreement.

20. Confidentiality.

20.1 “Confidential Information” means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (b) the disclosing Party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a Party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that the disclosing Party is obligated to keep confidential; and (iii) any non-public information relating to any activities conducted hereunder. Without limiting the generality of the foregoing, Qualifacts’ Confidential Information includes the material terms and conditions of this Agreement.

20.2 Notwithstanding the above, the term “Confidential Information” does not include information that is: (i) readily discernible from publicly-available products or literature; (ii) approved for disclosure by prior written permission of an executive officer of the disclosing Party; or (iii) protected health information, as defined under HIPAA (because such information is subject to the provisions of the BAA).

20.3 Each Party receiving Confidential Information from the other Party shall maintain the confidentiality of the Confidential Information. The receiving Party shall only use or disclose to any third-party the disclosing Party’s Confidential Information (i) for Qualifacts or Practice to perform its obligations or exercise its rights under this Agreement and when the third-party is required to protect the confidentiality of the Confidential Information; (ii) in accordance with Section 20.4 or 20.5; or (iii) with the disclosing Party’s express written authorization.

20.4 A receiving Party may disclose Confidential Information of the disclosing Party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving Party: (i) gives the disclosing Party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving Party to violate a court order or other legal requirement); (ii) discloses only such information as is required by the governmental entity or otherwise required by law; and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

20.5 Notwithstanding anything to the contrary, this Agreement shall not be construed to prohibit or restrict any communication in a manner that violates the Condition of Certification at 45 C.F.R.

170.403(a). Further, Practice shall not impose any prohibition or restriction on any third-party that prohibits or restricts any communication in a manner that violates the Condition of Certification.

20.6 If a disclosing Party so requests at any time, the receiving Party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.

20.7 The Parties hereto covenant and agree that this Section 20 will survive the expiration, termination, or cancellation of this Agreement for a period of three (3) years, except for Confidential Information described in Section 20.1(A), with respect to which this Section 20 will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

21. Modifications.

IN THE EVENT QUALIFACTS MODIFIES ANY TERM OR CONDITION OF THIS AGREEMENT OR THE TERM SHEET, SERVICE ORDER FORM, OR SERVICE CHANGE FORM, SUCH MODIFICATION SHALL ONLY BE EFFECTIVE IF SIGNED BY THE CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF FINANCIAL OFFICER, OR GENERAL COUNSEL FOR QUALIFACTS. THE SALES REPRESENTATIVE FOR QUALIFACTS HAS NO AUTHORITY TO MAKE ANY CHANGES TO THIS AGREEMENT OR COMMIT QUALIFACTS IN ANY MANNER WHATSOEVER IN CONTRADICTION TO THE PROVISIONS EXPRESSLY SET FORTH IN THIS AGREEMENT. NO OTHER EMPLOYEE OR OFFICER OF QUALIFACTS SHALL HAVE THE AUTHORITY TO MODIFY A TERM OF THIS AGREEMENT, TERM SHEET, SERVICE ORDER FORM, OR SERVICE CHANGE FORM. IF THESE TERMS AND CONDITIONS ARE MODIFIED AND THE MODIFIED TERMS AND CONDITIONS ARE POSTED ONLINE BY QUALIFACTS, THEN PRACTICE MAY ASSUME THE MODIFIED TERMS AND CONDITIONS ARE EFFECTIVE AND NO SIGNATURE OF A QUALIFACTS OFFICER IS REQUIRED.

22. Partial Invalidity.

The invalidity of any portion of this Agreement shall not affect the validity of the remainder of this Agreement as long as the primary intent and purpose of this Agreement is not materially affected.

23. Entire Agreement.

This Agreement (including, without limitation, the BAA) and any Service Order Form, the Project Plan, Service Change Forms and Statements of Work hereunder, constitute the final agreement between the Parties. In the event of any conflicts between this Agreement, a Service Order Form, the Project Plan, a Service Change Form and/or a Statement of Work, the order of precedence is the order set forth in this sentence, except to the extent that the conflicting document expressly states its intention to override a specific provision of the controlling document. To the extent of any conflict between a provision of the BAA and any other provision of this Agreement with respect to PHI, the BAA provision shall control. It is the complete and exclusive expression of the Parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement. Further, by executing this Agreement and any Service Order Form, the Project Plan, or Service Change Form, the Parties expressly acknowledge and intend that the terms contained in such documents related to the content and manner of a request for access, exchange, or use of electronic health information, including any and all terms related to fees, reflect the Parties’ mutual agreement (in an arms’ length transaction without coercion) and meet the “manner requested” condition of the Manner Exception at 45 C.F.R. §§ 171.301(a).

24. Headings.

The headings or captions of the paragraphs of this Agreement are for convenience and reference only and are not to be considered in construing this Agreement.

25. Dispute Resolution.

Prior to filing any cause of action, or legal proceeding, with the requisite court of law, the Parties agree that they will first be required to attend in-person mediation in Tampa, Florida. Both Parties agree that they will send a representative with full settlement authority to the mediation. The cost of the in-person mediation shall be split amongst the Parties but shall not include travel costs of either Party associated with attending the in-person mediation. Notwithstanding the foregoing, the pre-suit mediation requirement will be waived and not required in the event Qualifacts brings an action against Practice for unpaid Services Fees or other unpaid fees.

26. Governing Law & Venue.

This Agreement shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed in Florida without reference to its principles of conflict of laws. Practice expressly agrees that any legal action or proceeding between Qualifacts and Practice for any purpose concerning or related to this Agreement, the Value Added Services, or the Qualifacts System, or the Parties’ obligations hereunder shall be brought exclusively in a court of record for Hillsborough County, Florida or the United States District Court for the Middle District of Florida – Tampa division. Practice hereby agrees to consent to personal jurisdiction of the state and federal courts situated within State of Florida for purposes of enforcing this Agreement and waive any objection that Practice might have to personal jurisdiction or venue in those courts. Neither the course of conduct and/or course of dealing between the Parties nor trade practice shall act to modify any provision of this Agreement.

27. Compliance with Dispute Resolution and Venue.

In the event that either Party fails to comply with the Dispute Resolution procedure set forth in Section 25 of this Agreement, and files a cause of action or legal proceeding prior to a required mediation taking place; or in the event either Party files any cause of action or legal proceeding in a court of law against the other Party in a court of law other than a court of law identified in Section 26 of this Agreement, the filing Party agrees to pay the non-filing Party’s reasonable attorneys’ fees and all costs and expenses incurred with respect to defending such improperly filed cause of action or legal proceeding.

28. Injunctive Relief.

Notwithstanding the provisions of Section 25, Practice agrees that violations of Sections 5, 6 and 20, will cause Qualifacts irreparable and immediate harm and that Qualifacts is entitled to seek immediate injunctive relief from a court of competent jurisdiction to prevent such violation.

29. US. Government Rights.

The Qualifacts System includes commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation (collectively, “Commercial Software/Data”), as applicable which were developed exclusively at private expense by Qualifacts. Additionally, the Qualifacts System and the Qualifacts Services, specifically EMR and PM, may include Commercial Software/Data, including CPT® code which is commercial technical data, which was developed exclusively at private expense by the American Medical Association, 330 North Wabash Avenue, Chicago, Illinois 60611. The American Medical Association does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items) or any other license provision. The American Medical Association reserves all rights to approve any license with any Federal agency.

30. Non-Solicitation.

Practice shall not, during and for two (2) years after the expiration or other termination of this Agreement by either Party and regardless of reason, hire or attempt to hire, directly or indirectly, any person who, during the previous twelve (12) months, was an employee of Qualifacts. If Practice breaches this paragraph, Practice shall pay Qualifacts liquidated damages in the amount of six (6) months of the employee’s gross compensation. The preceding liquidated damages remedy is in addition to, and not in lieu of, any other remedy that Qualifacts may have in law or in equity.

31. Authorized Access to Qualifacts System and Documentation.

Practice shall not retain the services of any Competitor or its Affiliates and Practice shall not allow any such Competitor or its Affiliates to access, directly or indirectly, the Qualifacts System and Documentation. For purposes of this Agreement, (i) “Competitor” means any person or entity who has an ownership interest in, serves as a managing director of, or is engaged or employed by or in a Competing Business, and (ii) “Competing Business” means the business of developing, marketing, distributing, licensing, offering or selling software and related services to behavioral health care providers, including but not limited to software, software as a service, and mobile applications for delivering digital solutions to facilitate clinical treatment, scheduling, billing, forms management, e-prescribing, electronic communications, with laboratories, mobile/field, reporting, data management or related functions.

EXHIBIT A

BUSINESS ASSOCIATE AGREEMENT

AND (IF APPLICABLE) QUALIFIED SERVICE ORGANIZATION AGREEMENT

1. Status of Parties under HIPAA and Part 2.

The Parties acknowledge and agree that Practice is a Covered Entity or is a Business Associate to one or more Covered Entities under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder from time to time by the United States Department of Health and Human Services (collectively, and together with the Health Information Technology for Economic and Clinical Health Act, all as amended from time to time, “HIPAA”) and Qualifacts is a Business Associate under HIPAA when Qualifacts performs services involving the creation, receipt, maintenance, transmission, use, or disclosure of PHI for or on behalf of Practice (the “Services”). If the Services involve Substance Use Disorder Records of any Practice operations that constitute a program (the “Part 2 Program”) as defined in the federal alcohol and drug rehabilitation regulations at 42 C.F.R. Part 2 (“Part 2”), then Qualifacts also will be a Qualified Service Organization (as defined at 42 C.F.R. § 2.11).

2. Definitions.

2.1 Capitalized terms used but not otherwise defined in this Exhibit shall have the meanings ascribed in HIPAA or Part 2, as applicable (whether or not such terms are capitalized therein).

2.2 “Effective Date” means the date indicated on the signature page of this Agreement or, if later, the first date upon which Qualifacts receives, accesses, creates, transmits, or maintains PHI.

2.3 “Electronic PHI” means PHI that is Electronic Protected Health Information.

2.4 “PHI” means Protected Health Information received or accessed by Qualifacts from or on behalf of Practice or created, transmitted, or maintained by Qualifacts for or on behalf of Practice.

2.5 “Substance Use Disorder Records” means the subset of PHI that constitutes Records (as defined at 42 CFR § 2.11) (if any).

3. Permitted Uses and Disclosures of PHI.

Subject to the restrictions set forth in this Exhibit regarding Substance Use Disorder Records, Qualifacts may use and disclose PHI for the following purposes:

(i) as necessary to perform the Services and its other obligations under this Agreement and exercise its rights under this Agreement;

(ii) as Required by Law;

(iii) to carry out its legal responsibilities, subject to Section 4 of this Exhibit;

(iv) for the proper management and administration of Qualifacts, subject to Section 4 of this Exhibit;

(v) to provide Data Aggregation services relating to the Health Care Operations of Covered Entities; and

(vi) to create De-Identified Data in accordance with HIPAA’s de-identification standards. Once PHI is de-identified in accordance with HIPAA, it is no longer PHI and no longer subject to this Exhibit.

4. Permitted Disclosures for Management and Administration and Legal Responsibilities.

Subject to the restrictions set forth in this Exhibit regarding Substance Use Disorder Records, Qualifacts may disclose PHI for the proper management and administration of Qualifacts or to carry out Qualifacts’ legal responsibilities, if the disclosure is (A) Required By Law or (B) Qualifacts has obtained reasonable assurances that the recipient will (i) hold such PHI in confidence, (ii) use or further disclose the PHI only as Required By Law or for the purpose for which it was received

and (iii) notify Qualifacts of any instance of which the recipient becomes aware in which the confidentiality of the PHI has been breached.

5. Prohibited Uses and Disclosures.

5.1 Subject to Practice’s compliance with its obligations set forth in Section 18 of this Exhibit as applicable and except as otherwise expressly permitted in this Agreement, Qualifacts shall not use or further disclose PHI in a manner that would violate HIPAA or Part 2 (if applicable) if done by Practice.

5.2 If Practice notifies Qualifacts that Practice has agreed to be bound by additional restrictions on the uses or disclosures of PHI pursuant to Section 18 of this Exhibit, Qualifacts shall be bound by such additional restrictions and shall not use or disclose PHI in violation of such additional restrictions.

5.3 Qualifacts shall not sell PHI or otherwise receive remuneration, directly or indirectly, in exchange for PHI; provided, however, that this prohibition shall not affect payment to Qualifacts by Practice for performance of the Services.

6. Subcontractors and Agents.

Any disclosure to a Subcontractor or agent of Qualifacts shall be pursuant to a written agreement between Qualifacts and such Subcontractor or agent containing substantially the same restrictions and conditions on the use and disclosure of PHI as are set forth in this Exhibit (including, if applicable, the provisions hereof regarding Substance Use Disorder Records).

7. Minimum Necessary.

Qualifacts shall request, access, use, and disclose only the minimum amount of PHI necessary, in accordance with HIPAA, to perform the Services.

8. Certain Privacy Rule Compliance.

To the extent that Qualifacts is to carry out one or more of Practice’s obligations under Subpart E of Part 164 of HIPAA (generally known as the HIPAA Privacy Rule), Qualifacts shall comply with such requirements that apply to Covered Entity in the performance of such obligations.

9. Part 2 Program Requirements.

Qualifacts acknowledges that, with respect to Substance Use Disorder Records (if any), Qualifacts is obligated to comply with Part 2. Qualifacts (i) shall use, disclose, and release Substance Use Disorder Records in accordance with Part 2 and (ii) if necessary, will resist in judicial proceedings any efforts to obtain access to Substance Use Disorder Records except as permitted by Part 2.

10. Safeguards.

Qualifacts at all times shall maintain administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, availability, and integrity of Electronic PHI that it creates, receives, maintains, or transmits in accordance with the regulations set forth at 45 CFR § 164.308, 45 CFR § 164.310, and 45 CFR § 164.312 and shall maintain policies and procedures and other documentation in accordance the regulations set forth at 45 CFR § 164.316. Qualifacts acknowledges that such provisions apply to Qualifacts in the same manner that they apply to Covered Entities.

11. Breach Investigation and Reporting.

11.1 As soon as practicable following any actual or reasonably suspected use or disclosure of PHI that is not permitted or required by this Exhibit (an “Impermissible Use or Disclosure”), Qualifacts shall assess whether such actual or suspected Impermissible Use or Disclosure was of PHI that is Unsecured Protected Health Information and, if so (or if Qualifacts cannot determine conclusively to the contrary), Qualifacts shall make an evaluation of whether there is a low probability that the PHI has been compromised. In making such evaluation, Qualifacts shall conduct a risk assessment that considers, at a minimum: (i) the nature and extent of the protected health information involved, including the types of identifiers and the likelihood of re identification; (ii) the unauthorized person who used the protected health information or to whom the disclosure was made; (iii) whether the protected health information was actually acquired or viewed; and (iv) the extent to which the risk to the protected health information has been mitigated, and Qualifacts shall evaluate the overall possibility that the PHI has been compromised by considering all of the above, and any other relevant factors, in combination.

11.2 If pursuant to the evaluation described in Section 11.1 of this Exhibit Qualifacts determines that such Impermissible Use or Disclosure constitutes a Breach of PHI that is Unsecured Protected Health Information, Qualifacts shall provide Practice in writing, without unreasonable delay but in no case later than ten (10) days following such determination, written notice setting forth the date of discovery thereof, the identities of affected individuals (or, if such identities are unknown at that time, the classes of such individuals), a general description of the nature of the incident, and such other information as is required pursuant to HIPAA or reasonably requested by Practice. Qualifacts shall supplement such notice with information not available at the time of the initial notification as promptly thereafter as the information becomes available to Qualifacts.

11.3 For purposes hereof, Breach of PHI that is Unsecured Protected Health Information shall be deemed discovered by Qualifacts as of the first day on which the underlying Impermissible Use or Disclosure is known to Qualifacts or, by exercising reasonable diligence, would have been known to Qualifacts, and Qualifacts shall be deemed to have knowledge of an impermissible use or disclosure if such Impermissible Use or Disclosure is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the Impermissible Use or Disclosure, who is a workforce member of Qualifacts or an agent of Qualifacts (determined in accordance with the federal common law of agency).

12. Security Incident and Impermissible Use or Disclosure Reporting.

Qualifacts shall report to Practice in writing any: (i) actual Impermissible Use or Disclosure; or (ii) Security Incident involving Electronic PHI, other than an Unsuccessful Security Incident that involves an actual or suspected impermissible use or disclosure of PHI, within thirty (30) days of Qualifacts’ discovery thereof. The Parties acknowledge and agree that this Section 12 constitutes notice by Qualifacts to Practice of the ongoing occurrence of events that may constitute Security Incidents but that are trivial, routine, do not constitute a material threat to the security of PHI, and do not result in unauthorized access to or use or disclosure of PHI (such as typical pings and port scans), for which no additional notice to Practice shall be required (each, an “Unsuccessful Security Incident”).

13. Mitigation.

Qualifacts shall take all actions reasonably necessary and shall cooperate with Practice as reasonably requested to mitigate, to the extent practicable, any harmful effect of any use or disclosure of PHI in violation of the terms and conditions of this Exhibit or of any applicable law.

14. Access and Amendment.

With respect to an Individual as to whom Qualifacts maintains PHI, Qualifacts shall notify Practice promptly upon receipt of a request from such an Individual for access to or a copy of such Individual’s PHI or to amend such Individual’s PHI. To the extent permitted under HIPAA, and except as otherwise required upon the order of a court of competent jurisdiction: (i) Qualifacts shall direct such Individual to make such request of Practice; and (ii) Qualifacts shall not consent to such access, deliver such copy, or comply with such request except as directed by Practice. With respect to PHI maintained by Qualifacts in a Designated Record Set, to the extent required by HIPAA, Qualifacts shall: (i) make available PHI to Individuals or Practice, as reasonably requested by Practice and in accordance with HIPAA; and (ii) upon receipt of notice from Practice, promptly amend any portion of the PHI so that Practice may meet its amendment obligations under HIPAA.

15. Accounting for Disclosures.

Qualifacts shall document all disclosures of PHI by Qualifacts and information related to such disclosures as would be required for Practice to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with HIPAA. Qualifacts shall maintain such information for the applicable period set forth in HIPAA. Qualifacts shall deliver such information to Practice or, upon Practice’s request, to the Individual, in the time and manner reasonably designated by Practice, in order for Practice to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with HIPAA. The obligations set forth in this Section 15 shall survive the expiration or any termination of this Agreement and shall continue, as to a given instance of a disclosure, until the earlier of: (i) the passing of the time required for such information to be maintained pursuant to HIPAA; or (ii) the delivery to Practice of all such information in a form and medium reasonably satisfactory to Practice and the return or destruction of all PHI as provided in this Exhibit.

16. Audit.

If Qualifacts receives a request, made on behalf of the Secretary of the Department of Health and Human Services, that Qualifacts make its internal practices, books, and records relating to the use or disclosure of PHI available to the Secretary of the Department of Health and Human Services for the purposes of determining Practice’s or Qualifacts’ compliance with HIPAA, Qualifacts promptly shall notify Practice of such request and, unless enjoined from doing so by order of a court of competent jurisdiction in response to a challenge raised by Practice or Qualifacts (which challenge Qualifacts shall not be obligated to raise), Qualifacts shall comply with such request to the extent required of it by applicable law. Nothing in this Exhibit or any other provision of this Agreement shall waive any attorney-client privilege or other privilege applicable to either Party.

17. Compliance with Law.

Qualifacts shall comply with all applicable federal and state laws regarding individually identifiable information contained in or associated with PHI, including without limitation any state data breach laws or other state laws regarding the protection of such information. Nothing in this Exhibit or any other provision of this Agreement shall be construed to require Qualifacts to use or disclose PHI without a written authorization from an Individual who is the subject thereof, or written authorization from any other person, where such authorization would be required under federal or state law for such use or disclosure.

18. Obligations of Practice.

Practice shall: (i) notify Qualifacts of any limitation in Practice’s Notice of Privacy Practices to the extent that such limitation may affect Qualifacts’ use or disclosure of PHI; (ii) notify Qualifacts of any changes in, or revocation of, permission by an Individual to use or disclose PH, to the extent that such change may affect Qualifacts’ use or disclosure of PHI; (iii) notify Qualifacts of any restriction on the use or disclosure of PHI to which Practice has agreed in accordance with HIPAA, to the extent that such restriction may affect Qualifacts’ use or disclosure of PHI; and (iv) obtain any authorization or consents as may be Required by Law for any of the uses or disclosures of PHI necessary for Qualifacts to provide to the Services.

19. Effect of Termination.

During the thirty (30) day period beginning on the termination effective date, Qualifacts will make Electronic PHI available for export by Practice in accordance with Section 4.7 of the body of this Agreement. Following the expiration of such thirty (30) day period, Qualifacts shall destroy all PHI that Qualifacts maintains in any form and retain no copies of such PHI or, if destruction is not feasible (including without limitation, if Qualifacts is performing an export of Electronic PHI for Practice, Qualifacts is required by applicable law to retain PHI or it is reasonably necessary to comply with Qualifacts’ reasonable data backup procedures), Qualifacts shall extend the protections of this Exhibit to the PHI and limit its further use or disclosure to those purposes that make the destruction of the PHI infeasible. The requirements of this Section 19 shall survive termination or expiration of this Agreement and shall be in force as long as any PHI remains in the custody or control of Qualifacts.

20. Interpretation.

In the event of an inconsistency between the provisions of this Exhibit and mandatory provisions of HIPAA or Part 2, as amended, or its interpretation by any court or regulatory agency with authority over either Party hereto, HIPAA or Part 2 (interpreted by such court or agency, if applicable) shall control. Where provisions of this Exhibit are different from those mandated under HIPAA or Part 2 but are nonetheless permitted by such rules as interpreted by relevant courts or agencies, the provisions of this Exhibit shall control.

EXHIBIT B

ADDITIONAL TERMS FOR REVENUE CYCLE MANAGEMENT SERVICES (“RCMS”)

1. Qualifacts Responsibilities.

RCMS to be rendered and provided by Qualifacts through its employees and/or others shall be as follows:

1.1 On behalf of Practice, and for any individual Provider’s account within the Practice, Qualifacts shall provide services to Practice for the submission and collection of billable claims for health care services rendered by Practice for reimbursement by patients, managed care plans and other private third-party payers, and government programs such as Medicare, Medicaid and TRICARE. For purposes of this Agreement, third-party payers, including commercial insurance plans, managed care plans, government programs, third-party administrators (TPA), worker’s compensation plans, other insurance plans (Auto, Property, Casualty), grants and private employers shall be referred to collectively as “Payers” or individually as “Payer”. Practice acknowledges that the RCMS being provided by Qualifacts will act as a conduit between Practice and the Payers and that the RCMS being provided by Qualifacts DO NOT include coding of services (CPT-4 and Level II HCPCS Procedure Codes, Procedure Modifiers and ICD-10-CM). Further, Practice acknowledges that the RCMS being provided by Qualifacts are relying entirely on the claims and billing information supplied by Practice, and Practice is solely responsible for providing all the appropriate codes to submit the claim(s). Qualifacts does not have the authority to alter or perform any coding changes to the codes supplied by Practice prior to billing third-party payers, patients, and/or other responsible parties other than at the express direction of Practice.

1.2 The Parties shall adhere to the billing and claims submission policies and procedures set forth in Exhibit C and incorporated by reference into this Agreement.

1.3 Qualifacts shall submit reimbursement claims for health care services rendered by the individual Providers within Practice when such claims are supported by the required and complete documentation. Qualifacts shall notify Practice in the event it reasonably has determined that the documentation is not sufficient to complete its work and request further documentation or information, which Practice will provide promptly.

1.4 Qualifacts shall submit claims to the primary Payer in the manner and format prescribed by each Payer using the ICD and CPT codes in effect at the time of submission of the claim. Qualifacts shall use reasonable efforts to submit all complete claims within three (3) business days from the date Practice provides Qualifacts with the necessary billing documentation, but in no event more than five (5) business days from Qualifacts’ receipt of such documentation. Billing documentation received with incomplete information shall not be deemed received by Qualifacts until Qualifacts determines that all necessary documentation or information is received.

1.5 During the course of the billing process, it may be necessary for Qualifacts on behalf of Practice to submit documentation to support the claims submitted for services rendered by Practice. The timely payment of submitted claims is dependent on Practice’s timely submission of all medical documentation related to the claim to Qualifacts. It is Practice’s responsibility to take all reasonable steps necessary to ensure that the appropriate and complete medical documentation is made available to Qualifacts within two (2) business days to ensure compliance with Payer timely filing limits.

1.6 Qualifacts will apply corrections as instructed by Practice pursuant to Section 2.11 of this Exhibit to ensure accuracy of the service encounter so long as the correction complies with billing guidelines and Practice represents and warrants that all instructed corrections are accurate to the best of its knowledge and supported by the documentation in the patient’s medical record.

1.7 Qualifacts shall provide Practice with written practice analysis report(s) as mutually agreed to by the Parties and set forth in Exhibit C.

1.8 Qualifacts is not responsible for the processing and/or accounts receivable resolution for any claim of Practice for services provided prior to the term of this Agreement.

1.9 Qualifacts shall comply with applicable state and federal law, regulations and guidelines and the policies of federal, state, and private payer health care program requirements in providing the Services hereunder.

1.10 Qualifacts shall prohibit the employment of individuals who have been convicted of a criminal offense related to health care or who are listed as debarred, excluded or otherwise ineligible for participation in federal or state health care programs.

2. Practice Responsibilities.

2.1 Practice, through licensed health care personnel, shall be solely responsible for, and shall have sole and complete authority, supervision and control over the provision of professional health care services performed for patients of Practice, and all diagnoses, treatments, procedures, and other professional health care services shall be provided and performed exclusively by or under the supervision of a licensed health care personnel retained by Practice, which it, in its sole discretion, deems appropriate and in accordance with all laws. This Agreement in no way shall be construed to mean or suggest that Qualifacts is engaged or permitted hereunder to engage in the practice of medicine.

2.2 Practice shall establish, in Practice’s sole discretion, the fees for all billable professional services provided by Practice.

2.3 Practice shall provide Qualifacts with copies of all protocols, policies, programs and procedures of health care programs with which Practice participates and which are applicable to Practice.

2.4 Except in situations where immediate medical or surgical treatment is required, prior to rendering medical services on a patient, Practice shall be responsible for: (i) obtaining the most current insurance and demographic information from each patient; (ii) verifying patient eligibility; (iii) verifying and obtaining any and all necessary referrals, pre-certifications, and other authorizations that may be required by a Payer as a prerequisite for payment; (iv) obtaining a valid assignment of benefits from the patient in a form acceptable to Payer; and (v) upon request by Qualifacts, cooperating in the completion of any billing claim forms required by Payer.

2.5 Practice shall establish and maintain appropriate medical records and medical notes with respect to each claim submitted by Qualifacts for reimbursement for the period of time required by applicable law, but in no event less than seven (7) years from the date the service was rendered. Such documentation used as a basis for a claim submission shall: (i) clearly identify the diagnosis(es) and procedure(s) being billed; (ii) clearly identify the individual providing the health care service(s) being billed; (iii) include appropriate documentation of the applicable key components of the evaluation and management (E&M) service provided where E&M services are being billed; and (iv) shall otherwise comply in all respects with the reimbursement and program requirements of federal, state, and private health care programs, as may be modified from time to time. Practice is responsible for ensuring that claim documentation is complete and accurate.

2.6 Practice shall advise Qualifacts of its receipt of all payments for the healthcare services it provides in accordance with the protocol set forth in Exhibit C so that Qualifacts can take appropriate action, including posting the reimbursement against the open claim in the practice management system and/or performing the necessary follow-up with the party(ies) responsible for payment of the balance, if any. In accordance with Exhibit C, within one (1) business day from Practice’s receipt of payment to advise and submit the necessary documentary evidence to Qualifacts related to the receipt of payment. If Practice fails to meet the one (1) business day time period, Qualifacts will have the right to send Practice a notice of corrective action after which Practice will have fourteen (14) days to correct action in accordance with the notice. If Practice does not take corrective action within fourteen (14) days, Practice will be assessed a penalty of a ten percent (10%) increase in the Monthly Minimum fee amount provided in Section 3.1 of this Exhibit. Qualifacts reserves the right to increase the penalty every thirty (30) days by an additional ten percent (10%) if Practice continues to fail to take corrective action, starting on the 60th day from the date notice of corrective action was originally sent.

2.7 Practice shall designate an individual who is authorized to work with Qualifacts to assist in facilitating Qualifacts’ provision of the RCMS (the “Designee”). Such Designee shall respond to Qualifacts in a timely manner to: (i) address any coding issues identified by the Payer and/or Qualifacts; (ii) address discrepancies in payments received rates; (iii) retrieve old EOBs that may be requested by Qualifacts; (iv) address discrepancies in services and/or dates of services; (v) address discrepancies in payment postings/denials previously processed by Practice; and (vi) address such other items/requests from Qualifacts that may be required by Qualifacts to perform the services effectively and efficiently.

2.8 Practice shall develop effective internal controls to promote adherence to and ensure full compliance with applicable federal and state law, including but not limited to, federal and state fraud and abuse laws. Practice shall develop effective controls to ensure avoidance of, among other issues, and to the extent applicable, the following: (i) billing for items or services not actually rendered and/or documented; (ii) providing medically unnecessary services; (iii) upcoding; (iv) misuse of Practice identification numbers; (v) outpatient services rendered in connection with inpatient stays; (vi) duplicate billing; (vii) unbundling; (viii) routine waiver of applicable copayments, coinsurance and deductibles; (ix) failure to refund overpayments and credit balances; and (x) failure to properly use modifiers.

2.9 Practice shall conduct auditing and monitoring as part of its compliance program and to refund any identified overpayments to Payers or patients within sixty (60) days of discovery.

2.10 In the event any investigation is initiated, or any action is brought by any individual, insurance payer, governing agency or company regarding any of the claims filed by Qualifacts as part of the RCMS on behalf of Practice, then Practice agrees to cooperate fully in any such investigation or action and shall provide all relevant supporting documentation to support the claim(s) filed.

2.11 In the event of a billing error, clearinghouse rejection or payer denial, Practice shall provide corrections and revisions to its Qualifacts RCMS Account Manager as appropriate to correct the error so long as the correction complies with billing guidelines and Practice represents and warrants that all corrected data submitted is accurate to the best of its knowledge and supported by the documentation in the patient’s medical record.

2.12 Practice shall not submit or cause to be submitted to any federal or state health care programs reimbursement claims for patients who were referred pursuant to contracts and financial arrangements that were designed to induce referrals in violation of the anti-kickback statute, Stark physician self-referral law or similar federal or state statute or regulation.

2.13 Practice shall prohibit the employment of individuals who have been convicted of a criminal offense related to health care or who are listed as debarred, excluded or otherwise ineligible for participation in federal or state health care programs.

2.14 Practice shall maintain and support internal mechanisms and/or a compliance program designed and enforced to effectively prevent and detect criminal conduct and ethical lapses by Practice’s employees and agents.

2.15 Practice shall comply with applicable state and federal law, regulations and guidelines, the policies of federal, state, and private payer health care program requirements, coding requirements, and claims submission procedures.

2.16 Practice shall perform health care services in strict conformance with currently approved medical methods and practices and in a competent and professional manner.

2.17 Practice represents and warrants that all encounter data submitted to Qualifacts as related to the RCMS for Payer or patient reimbursement has been performed on patients, is entirely accurate and truthful, is properly documented and meets all Payer requirements including medical necessity. Practice acknowledges that the proper or Payer required notification has been given to the patient regarding their financial responsibility in cases where the procedure is not covered by their insurance plan or does not meet medical necessity.

2.18 Practice represents and warrants that any procedures not directly rendered by Practice are performed by a licensed professional (as required by state law) that is trained and recognized by the Payer as authorized to perform the procedure and that the encounter meets supervision requirements as defined by the Payer.

2.19 Practice acknowledges that Qualifacts will have the exclusive rights to perform all components of billing and collections for services rendered by Practice to its patients and/or clients on or after the acceptance of this Agreement. Practice acknowledges that it will not outsource or perform in-house or within another department of Practice any components of its billing and collections for all services rendered by Practice during the effective term of this Agreement.

3. Compensation for RCMS.

3.1 Unless otherwise set forth on the Term Sheet, Service Order Form, or Service Change Form, in compensation for the RCMS, Practice shall pay Qualifacts the higher of: (i) the % of monthly Gross Revenue (the “Contingency Fee”) agreed to by the Parties on the executed Term Sheet, Service Order Form, or Service Change Form; or (ii) the monthly minimum fee per physician/healthcare practitioner per month (the “Monthly Minimum Fee”) agreed to by the Parties on the executed Term Sheet, Service Order Form, or Service Change Form (collectively the “Services Fee”). For purposes of this Agreement, Gross Revenue shall mean all payments received by Practice less any refunds by Practice as long as such refunds are related to payments for which Qualifacts has already been compensated. Any refunds or recoupments related to billing fraud or audits by Payers, etc., will not reduce the Gross Revenue calculation herein. For purposes of this Section 3.1, payments shall mean all payments received by Practice for healthcare services provided by Practice, regardless of the source of such payments and shall expressly include but not be limited to co-payments and co-insurance received from patients at the time the services are delivered, all payments made by self-pays, and capitation payments. Refunds shall mean all refunds, recoupments, chargebacks, and miscellaneous fees as described in Section 3.2 of this Exhibit which reduce the net payment to Practice.

3.2 In the event that Practice is required to refund any payment or portion thereof to a patient or Payer, or is assessed with a chargeback against payments due for current services by any Payer as a result of Practice’s failure to: (i) obtain any required precertification or approval; (ii) otherwise comply with a health care program’s policies or procedures; or (iii) maintain any required documentation in support of submitted claims for reimbursement, such refunds and chargebacks shall NOT be considered in calculating the compensation due to Qualifacts Credit card fees, bank charges, and outside collection agency fees (“Miscellaneous Fees”) also shall NOT be considered in calculating and shall not reduce the compensation due to Qualifacts hereunder.

3.3 In addition to the Services Fee, Practice shall incur a per patient statement fee of $.94 for the first page and $.23 for each additional page, with a $20.00 monthly minimum charge, with respect to mailing out of paper patient statements and providing e-statement services.

3.4 The Parties acknowledge and agree that Practice currently licenses the Qualifacts System from Qualifacts. So long as Practice is receiving RCMS from Qualifacts pursuant to this Agreement, Qualifacts may waive the following monthly fees: the clearinghouse and EDI fees including electronic claims submission, electronic remittance advice (ERA), claim status request and response and the real-time eligibility check fee. The monthly e-prescribe fee shall not be waived, and Practice shall be responsible for payment thereof so long as it is using such service. Additionally, Practice shall be responsible for the payment of such additional add-on services offered by Qualifacts to Practice which Practice utilizes.

3.5 On or about the fifth (5th) business day of each month, Qualifacts shall invoice Practice the Monthly Minimum Fee as provided in Section 3.1 of this Exhibit in advance for the current month. In addition, Qualifacts shall invoice Practice for the amount of the Contingency Fee as calculated based on Practice’s prior month collected Gross Revenue, that is in excess of the Monthly Minimum Fee for the prior month. Such invoice shall be due and payable by Practice twenty (20) days from the date thereof.

3.6 In the event a Payer makes a payment directly to patient, Qualifacts will automatically transfer the balance to the patient and bill the patient via statement. In the event that the patient submits the insurance payment/check to Practice, Practice, within one (1) business day from the receipt of the check/payment, will advise and submit the necessary documentary evidence to Qualifacts related to the receipt of payment for posting into the Qualifacts System.

3.7 The Parties acknowledge that the compensation provided for under this Agreement is consistent with fair market value and was arrived at through arms-length negotiation. The Parties further acknowledge and agree that compensation for the services provided by Qualifacts under this Agreement shall not provide any financial incentives designed to induce Qualifacts to submit claims in violation of any applicable federal or state statutes, regulations or rules.

3.8 Unless otherwise included in the Term Sheet, Service Order Form, or Service Change Form, Qualifacts will not generate and mail monthly Practice liability statements. If Practice elects to subscribe to Qualifacts monthly production of patient statements, Practice will be responsible for: (i)identifying and maintaining settings for patients who should not receive a statement and/or whose statements are sent to a guarantor, (ii) maintaining accurate patient insurance records for balance billing, (iii) and adding/updating/maintaining patient liability records. Qualifacts reserves the right to increase the Services Fee and paper patient statement fee listed above; provided, however, it will not do so more than once in a year (unless pursuant to Section 2.6 of this Exhibit), with the first increase no earlier than one (1) year after the Effective Date of this Agreement. In addition, the Services Fee in any one year will not be increased more than 3% of the Services Fee for the services listed (i.e., will not be increased more than 3% of the percentage charged by Qualifacts, so if Qualifacts is charging 6% of the Gross Revenue, then that Services Fee would go to 6% * 1.03 = 6.18%). Notwithstanding the foregoing, Qualifacts shall have the right to increase the Services Fee by additional percentage points if there is a significant change in Practice’s practice vis a vis payer mix, contracted rates, services provided, patient charge entry requirements volume, or if any regulatory changes impact the services provided herein. In the event that Qualifacts makes the decision to increase any Services Fee as outlined above, Qualifacts must inform Practice in writing, which may be in the form of electronic mail, no less than forty-five (45) days prior to the effective date of such increase. Qualifacts also agrees that such increase cannot occur prior to 90 days after any renewal of this Agreement.

4. Other Terms Applicable to RCMS.

4.1 The term of RCMS of the Agreement shall be: (a) from the Effective Date for one (1) year unless otherwise noted in the RCMS Term Sheet, Service Order Form, or Service Change Form; (b) from the Term Start Date through the Term End Date as noted on the Term Sheet, Service Order Form or Service Change Form.

4.2 The automatic and unlimited renewal term(s) will for one (1) year each: (a) per the RCMS Term Sheet, Service Order Form, or Service Change Form; (b) per the coterminous software agreement as noted on the Term Sheet, Service Order Form, or Service Change Form; (c) unless otherwise noted on the Term Sheet, Service Order Form, or Service Change Form, and (d) unless either Party provides the other Party with written notice of its intent not to renew no less than ninety (90) days prior to the end of the then-current term for renewal terms.

4.3 Upon termination of the RCMS Agreement, the Parties shall mutually agree to a specific date where Qualifacts will continue to support the full scope of RCM processes (“Wind Down Date”), which shall be no later than the Term End Date. Following the Wind Down Date, Qualifacts will cease performing the following services through the Term End Date:

• Payment Posting will cease to allow transition to Practice’s new solution;
• Charge capture will cease for dates of service past the Wind Down Date;
• Configuration and support will transition to the Qualifacts general support team;
• Clearinghouse and eligibility services must be separately contracted upon the RCMS Term End Date (if Practice is still using the Qualifacts System);
• Any additional bundled or add-on services much be separately contracted upon the RCMS Term End Date (if Practice is still using the Qualifacts System); and
• Any training needs must be contracted separately, if applicable.

RCMS fees will continue as outlined in the Agreement through the Term End Date, and all RCMS services will halt upon the Term End Date.

4.4 Following any termination of this Agreement, Qualifacts shall require a new contract addendum to submit and collect all charges for RCMS rendered prior to the date of termination of this Agreement.

4.5 Qualifacts shall have the right to use internal members of Qualifacts and/or to hire, at its expense, independent auditors to audit Practice’s records in order to enable it to assess Practice’s conformance with the terms of this Agreement, particularly with respect to payment/deposit transactions. Qualifacts will provide Practice with ten (10) days’ advance written notice of any audit. Practice will cooperate by furnishing such auditors with any and all information as is reasonably necessary to perform and complete all audit procedures determined to be necessary by the auditors. Qualifacts agrees that any such audit will be conducted at such reasonable times and in such a manner so as to avoid undue disruption of Practice’s operations but Practice must provide reasonable access in a timely manner. Qualifacts shall bear the costs of any audit unless the audit produces evidence that Practice failed to advise Qualifacts of payments received, resulting in an undercharge of greater than 2% of the amount due Qualifacts during the applicable payment period. In such case, Practice will remit to Qualifacts a sum equal to the agreed upon additional amount within thirty (30) days and Practice shall pay all expenses associated with the audit. The provisions of this paragraph shall survive the termination of this Agreement.

EXHIBIT C

BILLING AND CLAIMS SUBMISSION POLICIES AND PROCEDURES ELIGIBILITY, PRECERTIFICATION AND CODING

Practice shall be responsible for:

1. Verifying and/or obtaining patient eligibility, necessary referrals, pre-certifications, and other authorizations in compliance with protocols established by each Payer as a prerequisite for payment.
2. Obtaining a valid assignment of benefits from the patient in a form acceptable to each Payer. Practice shall also be responsible for obtaining Advance Beneficiary Notices (“ABN”) for non- coverage of Medicare services and filing ABN’s under the patient’s account where Qualifacts will access to retrieve.
3. Coding all services provided to a patient.
4. Practice shall be responsible for obtaining/collecting the following for each claim:

a) Complete patient demographics

b) Name and Address of Guarantor

c) Information regarding primary and secondary payer(s)

d) Information pertaining to the specific services provided to such patient, including

i. The date and place of service

ii. The name of the provider performing the service

iii. The CPT procedure code(s) and modifier(s), if any

iv.The ICD diagnosis code(s)

v. The referring physician, if any.

BILLING

Upon receipt of patient charge information, Qualifacts shall process all patient and charge source data into Practice’s system, as necessary, and generate and submit all patient claims and/or billing statements, in a form (either electronically or paper) acceptable to the insurance carriers or plans in which Practice currently or in the future may participate. If after submission of a claim or bill additional documentation is necessary, Qualifacts will provide same directly to the requesting party, or will advise Practice of the need for additional documentation, within a reasonable time period. Patient charge information requiring additional or corrected documentation or information shall not be deemed received by Qualifacts and will not be processed by Qualifacts until all necessary documentation or information is received.

Qualifacts will not be obligated to submit a claim and will request clarification and/or corrections from Practice where it believes incomplete or inaccurate information exists, including but not limited to the following:

• Incomplete or inaccurate patient demographic information including patient insurance information
• Referral problems (missing or not matching date of service)
• Illegible or inappropriate diagnosis codes; (iv) incomplete or unidentifiable service codes; and
• Duplication of charges (previously billed).

Qualifacts does not, however, assume any responsibility for the accuracy or completeness of Practice’s records provided to Qualifacts by Practice and shall have no associated liability for errors or omissions that it is unable to identify or correct; it remains Practice’s sole responsibility to provide accurate and complete information.

Qualifacts shall post all payments and adjustments to patient accounts provided adequate third- party payer or patient account information is sufficient to identify the patient account. In the event insufficient information is available to accurately post the account, Qualifacts shall track such payments as “unapplied” and will be reviewed regularly and will provide follow up with third-party payers and patients to identify unapplied funds.

A/R FOLLOW UP

Qualifacts will provide A/R follow-up for rejected and denied claims until resolution, including claim “status”. The Parties acknowledge that with respect to an open patient balance, and Practice has contracted for Patient Statement services, Qualifacts will not make any patient collection calls, but will prepare and send out up to two (2) monthly patient statements and one (1) delinquent notice or as otherwise directed by Practice; thereafter, Qualifacts may recommend that such account be sent to a collection agency of Practice’s choice or through Qualifacts’ preferred Collection Agency vendor. Where a self-pay account remains delinquent for over two (2) billing cycles, the patient or guarantor may be sent a “Delinquent Notice” at Practice’s request which advises of Practice’s intention to send the account to collection. If Qualifacts receives no response to such statement within ten (10) days, the account will be prepared for collection and written off from the system as bad debt. Qualifacts and Practice will coordinate how they wish to handle collection efforts with an outside collection agency.

Qualifacts will respond to all calls from third-party payers. Qualifacts will report any problems or complaints to Practice staff. Qualifacts may also conduct follow-up with patients as appropriate.

Qualifacts shall provide A/R follow-up with respect to third-party payers until the earlier of: (i) complete claim resolution; or (ii) the claim meets a low balance threshold amount (to be mutually determined by the Parties) such that pursuit thereof is no longer economically warranted.

Practice agrees that all A/R balances less than $5.00 (or such higher amount as may be authorized by Practice) will be written off on a monthly basis as “small balance w/o”. Additionally, Qualifacts may from time to time forward Practice a list of recommended write-offs in the amount greater than $5.00 with an explanation for such recommendations. Practice shall have ten (10) business days to approve or provide additional information to continue follow-up efforts. Practice’s failure to reply within such time period shall be deemed as approval and Qualifacts shall have the right to write off such balances.

A/R follow-up functions will include the following:

• Review of claims to establish third-party liability or other payment security and patient responsibility;
• Determine status of claims as related to contractual allowance, rejected status, rebilling requirements, responsibility of secondary and tertiary payers, completeness of documentation and mandatory procedures required to obtain payment, and accuracy of insurance and demographic information;
  
• Investigate pending claims by contacting the insurance carrier, physician, and medical records personnel as required;
• Submit documentation for reviewed claims necessary for payment to responsible party, including claims, itemized statements, pre-certification documents, and referrals;
• Follow-up contact of responsible parties on reviewed claims (third-party payers only) to secure payment;
• Follow-up contact of responsible parties on third-party to secure payment, which payment shall be made directly to Practice by responsible parties. Methods of follow up contact including but are not limited to telephone contact, tracer letters, submission of claims, payer website lookup and faxed status request to third-party payers;
• Monitor electronic remittance advices, rejection rates, and explanation of benefits for prompt payment and resolutions of pending claims;
• Determine additional requirements for Claim resolution including contractual adjustments, write-offs, or identification of patient responsibility or referred for collection;
• Report as to status of Claim beyond payment including contractual adjustments, write- offs, credit balances; identification of patient responsibility (secondary claims projects) or referrals for collection (all other A/R projects);
• Practice agrees that it will respond within two (2) business days to all of Qualifacts’ requests for clarification and/or additional information in order to facilitate the prompt processing of claims.

PAYMENTS

All claims and patient invoices shall indicate Practice’s designated bank lockbox address or the primary office address (exceptions from utilizing Lockbox agreed upon by Qualifacts) for remittance purposes. Payer correspondences, EOBs, patient payments and other third-party administrator (TPA) correspondence received in the lockbox will be scanned and the scanned images will be imported in the Qualifacts Practice Management System and will be available for Practice to view. If Practice does receive any insurance correspondence, EOBs, patient payments and other TPA correspondence at its office(s), Practice will scan all items within one (1) business day from receipt to the Qualifacts Practice Management System RCMS Document Manager to allow Qualifacts to properly and timely take the appropriate action on the item. For these items, Qualifacts RCMS staff will process the necessary paperwork to ensure that all future items from these payers are sent to the Lockbox.

Where a balance continues to exist after such posting of payment, Qualifacts will take appropriate follow-up action, including billing a secondary payer and invoicing the patient guarantor, as appropriate. Additionally, Qualifacts will review all EOBs received from third-party payers to determine whether the payment, contractual reduction, or decline of benefits, as the case may be, is posted accurately. Where appropriate, Qualifacts will take all necessary follow-up action with such third-party payers.

If an account reflects a credit balance, Qualifacts shall advise Practice in writing of such credit balance and Practice shall promptly issue the refund in accordance with applicable laws and regulations. Practice shall advise Qualifacts once it has issued a refund so that it can be posted in the computer system by Qualifacts.

REPORTS

On a monthly basis Qualifacts shall generate and forward to Practice a month-end Practice Analysis Report reflecting statistical information relating to Practice’s practice and current accounts receivable.

AUDIT CONTROL

Qualifacts is committed to a strict Compliance Program and from time-to-time will conduct random audits of the information submitted by Practice for billing to ensure payer and regulatory compliance.

Practice is also expected to perform regular in-house audits of accounts, including a review of Practice’s medical documentation in order to identify, remedy, and prevent any billing errors or misconduct in various risk areas, including but not limited to the following: (i) routine waiver of copays and deductibles; (ii) soliciting, offering or receiving a kickback, bribe, or rebate; (iii) billing for services/supplies not rendered; (iv) upcoding; (v) unbundling; (vi) double-billing; (vii) medical necessity; (viii) misrepresenting diagnosis to justify services/supplies provided to patient; (ix) billing for physician services rendered by non-physicians; (x) reassignment prohibition; and (xi) failure to refund credit balances in a timely fashion.

Where billing errors are discovered by either Party, such Party shall promptly advise the other Party of same so that the Parties can jointly discuss what course of action should be taken to ensure compliance with applicable state and federal law.

SPECIAL PROJECTS

If the Parties agree upon additional services or special projects to be provided beyond what is set forth in this Exhibit C, such services shall be added to this Agreement as an Addendum.

AMENDMENTS TO THIS EXHIBIT C

Qualifacts may amend the terms of this Exhibit C from time to time and shall provide an updated Exhibit C to Practice at least thirty (30) days prior to the requirement of Practice to conform to any amended terms.

ADDITIONAL PRACTICE AND QUALIFACTS RESPONSIBILITIES

As part of the implementation process, Practice will also be asked to sign a Responsibilities document outlining the responsibilities of both Practice and Qualifacts. The Responsibilities document is necessary to ensure the success of the service and will be updated from time to time to comply with industry and government compliance and overall service efficiency.