Master Services Agreement

This PatientLock Master Services Agreement (“Agreement”) is entered into, and made effective, as of the Effective Date, by and between PatientLock, LLC, a Kansas limited liability company (“PatientLock”) and ______________________________ (“Company”) which has its main offices at _____________________________________. Company and PatientLock may be singularly identified as a “Party” or collectively as the “Parties.”

This Agreement consists of the terms set forth herein, any Service Order(s) entered into by the Parties, along with any Statements of Work provided to Company pursuant to this Agreement.

In consideration of the mutual promises contained herein and intending to be legally bound as of the date this Agreement is fully executed (electronically or otherwise) (the “Effective Date”), the Parties have caused this Agreement to be executed by their authorized representatives. In furtherance of the foregoing, Company and PatientLock agree as follows:

1.1 Relationship Between the Parties.

Based upon the specific products and/or services set forth in each applicable Service Order, Company may license from PatientLock products and/or services provided directly by PatientLock, along with products and/or services provided by, or made available from, a third party (each a Host, as defined below). As set forth in more detail below, the terms and conditions related to Company’s license and use of any such products and/or services (whether from PatientLock or a Host) may be different depending on whether such product and/or service is provided directly by PatientLock or if PatientLock is reselling, or otherwise making available, a Host product or service. Company acknowledges that it understands this relationship and that if a product or service is a Host Service (as defined below), then there could be additional and/or different terms applicable to such Host Service.

1.2 PatientLock Products and Services.

Certain products and/or services contracted for by Company pursuant to this Agreement will be provided directly by PatientLock (each a “PatientLock Service”). PatientLock will be directly responsible for providing each PatientLock Service to Company, and the terms set forth in this Agreement will apply to the PatientLock Services.

1.3 Third Party Suppliers/Host Services.

The Parties agree and acknowledge that certain products and/or services may be obtained from, and/or made available through, third parties (each a “Host”). Except as otherwise expressly set forth herein, PatientLock is responsible for contracting with each Host in order to obtain Host Services on Company’s behalf. Each product and/or service provided by a Host (each a “Host Service”) includes requirements, terms, and conditions, from each applicable Host, that are specific to each Host Service (“Standard Host Terms”) and which may be different from the terms and conditions that apply between the Parties as related to the PatientLock Services. For clarity, and not in limitation of the foregoing, Company is required to comply with any such Standard Host Terms, which could include, among other items, restrictions and limitations as to how Company may use a Host Service. Any applicable Standard Host Terms will be set out, or referenced, in a Service Order and/or an underlying Statement of Work.

2.1 Term.

This Agreement shall commence on the Effective Date and continue so long as a Service Order is effective between the Parties. If a Service Order does not contain a stated term, the term of such Service Order will be 36 months from the date the Service is first provided to the Company and, unless the Parties agree otherwise in the applicable Service Order, the term of each Service Order will automatically renew for subsequent 12-month periods unless and until either Party gives the other notice of non-renewal at least 30 days prior to the expiration of the then-current term.

2.2 Termination for Breach.

Either Party may terminate this Agreement if the other Party materially breaches this Agreement and the breach remains materially uncured after 30 days from the breaching Party’s receipt of written notice from the non-breaching Party. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any continuing or subsequent breach.

2.3 Termination for Insolvency.

Either Party may terminate this Agreement upon written notice if the other Party: (i) makes a general assignment for the benefit of creditors; (ii) institutes proceedings, or have proceedings instituted against it, seeking relief or reorganization under any laws relating to bankruptcy or insolvency: or (iii) has a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such Party’s property, or provide for the liquidation of such Party’s property or business affairs.

2.4 Effect of Termination.

If this Agreement is terminated or expires, Section 1 (Relationship Between the Parties, and Third Party Suppliers), Section 2.4 (Effect of Termination), Section 3 (Service Orders/Payment Terms), Section 4 (Warranties; Disclaimers; Limitation of Liability, and Indemnity), Section 5 (Confidentiality; Security), Section 6 (Intellectual Property), Section 8 (General Provisions), and the obligation to pay any unpaid Fee properly due and owed, shall nonetheless survive such termination or expiration.

3.1 Service Orders/Statements of Work.

In order for Company to license and/or purchase any Service, the Parties must first enter into one or more Service Orders (defined below). Each Service Order entered into by the Parties will be governed by this Agreement. A “Service Order” means the paper or electronic form that the Parties use to memorialize the Company’s commitment to license and/or purchase, and PatientLock’s commitment to provide, certain cybersecurity-related products and/or services (each a “Service”). One or more Statements of Work (each a “Statement of Work”) will accompany a Service Order and will describe the Service(s) in more detail. The term “Service” may include either or both the terms PatientLock Service and/or Host Service depending upon what products or services are set out in the applicable Service Order.

3.2 Fees and Payments.

Company agrees to pay the fee or fees (“Fee” or “Fees”) for each Service identified in a Service Order. If the applicable Service Order does not provide specific payment terms, then Company shall pay all Fees due under each Service Order within 30-days of Company’s receipt of PatientLock’s invoice for the Service.

3.3 Fee Terms.

All Fees are exclusive of all sales, use, excise, value added, withholding, and other, taxes, and all customs duties and tariffs imposed by any governmental authority on the Service. Company may provide tax exemption certificates or direct-pay letters to PatientLock, if applicable. At PatientLock’s discretion, unpaid balances may accrue interest at the rate of the lesser of one and one-half percent (1 ½%) per month or the then-highest rate permissible under applicable law, plus the reasonable cost of collection. If any amount (not disputed pursuant to Section 3.4 below) owed for a Service is 30 or more days overdue, PatientLock may, with 10 business days prior notice, suspend the applicable Service, along with any other Service, until such past due Fees are paid in full.

3.4 Disputed Fees.

Before a Fee is past its initial due date, Company may dispute the portion of an invoiced Fee that Company, in good faith, believes is not billed in accordance with this Agreement (“Disputed Fee”) by providing PatientLock with written notification (“Dispute Notice”) of such Disputed Fee amount along with payment for the undisputed portions of the Fee. The Dispute Notice must set forth the reason for such dispute in sufficient detail to allow PatientLock to investigate Company’s claims. Following receipt of the Dispute Notice and completion of PatientLock’s investigation (which PatientLock will attempt to complete within less than 20 days), if the matter is unresolved, the Parties will negotiate in a good faith effort to reach a reasonable compromise amount if the amount is uncertain for the Service provided. If the Parties cannot reach an agreement, either Party may initiate the dispute resolution measures set forth under this Agreement.

4.1 Warranties.

Each Party represents and warrants to the other Party that to the best of its knowledge: (a) the signatory signing this Agreement on its behalf has the right and authority to do so; (b) this Agreement does not and shall not conflict with any other agreement entered into by it; (c) it is a properly organized business, in good standing in the locations where it operates or conducts business, and has the corporate power and authority to enter into, and perform, its obligations under this Agreement; and (d) it owns (or has been duly licensed to use) all rights in its trademarks or other brands required in order to grant the licenses granted herein if any. Each Party represents and warrants that it will comply with all applicable federal, state and local laws, rules and regulations, as related to any obligations or activities performed in furtherance of this Agreement by such Party. PatientLock agrees to use commercially reasonable efforts to: (a) perform its obligations under this Agreement in a diligent and businesslike manner and in conformance with all applicable professional standards, (b) provide the Services in compliance with the terms set forth in this Agreement (which includes any applicable Service Order or Statement of Work), and (c) provide the Services through the use of qualified personnel who have the appropriate level of skill, training, and knowledge necessary to provide the Services. Additionally, the Parties desire that this Agreement, and any activities or obligations created, comply with any and all applicable laws. If a Party later determines, in its reasonable belief, that any terms set forth in this Agreement are not in compliance with applicable law, such Party will notify the other, and the Parties will use commercially reasonable efforts to amend the Agreement to come into compliance and fix any past noncompliance issues. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, FOR CLARITY, THOSE IN ANY SERVICE ORDER), AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOTH PARTIES (AND PATIENTLOCK ON BEHALF OF HOSTS AND OTHER THIRD PARTY SUPPLIERS) DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING OR RELATED TO THIS AGREEMENT, A SERVICE ORDER, OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SATISFACTORY QUALITY, OR ARISING FROM THE COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE TRADE. EXCEPT AS PROVIDED IN THIS AGREEMENT OR A SERVICE ORDER, PATIENTLOCK DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE RESULTS OF THE USE OR THE BENEFITS OF THE SERVICE, OR ANY INFORMATION CONTAINED THEREIN OR OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT. EXCEPT IN AN AMENDMENT TO THIS AGREEMENT, PATIENTLOCK PERSONNEL ARE NOT AUTHORIZED TO MAKE ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES, NOR AN EXPANSION, MODIFICATION OR ADDITION TO THIS LIMITATION OR THE EXCLUSION OF WARRANTIES IN THIS AGREEMENT.

4.2 Exclusion of Consequential Damages.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF BUSINESS, OR LOSS OF REVENUE ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR THE SERVICE. NEITHER PARTY SHALL BE LIABLE FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES NOT UNDER ITS DIRECT CONTROL. PATIENTLOCK SHALL NOT BE LIABLE FOR ANY THIRD PARTY SERVICES, CODE, TECHNOLOGY, POLICIES, PROCEDURES, OR PRODUCTS, OUTSIDE OF PATIENTLOCK’S REASONABLE CONTROL. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY AS SET FORTH ABOVE, THIS LIMITATION WILL BE DEEMED MODIFIED TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION 4.2 WILL NOT APPLY TO: (I) A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER; (II) COMPANY’S MISUSE OF PATIENTLOCK’S OR ITS HOSTS’ INTELLECTUAL PROPERTY; AND (III) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

4.3 Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT IN EXCESS OF THE AMOUNTS PATIENTLOCK HAS BEEN PAID HEREUNDER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE ALLEGED DAMAGES OCCURRED. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE AGREED-UPON LIMITATION OF LIABILITY AS SET FORTH IN THIS SECTION 4.3, THE LIMITATION WILL BE DEEMED MODIFIED TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAW. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 4.3 WILL APPLY REGARDLESS OF WHETHER THE ALLEGED DAMAGES ARISE IN CONTRACT, TORT OR OTHERWISE. THE LIMITATIONS IN THIS SECTION 4.3 WILL NOT APPLY TO: (I) COMPANY’S MISUSE OF PATIENTLOCK’S OR ITS HOSTS’ INTELLECTUAL PROPERTY; AND (II) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

4.4 Warranties Related to Third Party Hosts.

Except as set forth in the Standard Host Terms, PatientLock makes no representation or warranty with respect to Hosts’ or any other third party’s software, products, or services provided as part of the Services.

4.5 PatientLock Indemnification.

PatientLock agrees to indemnify, defend and hold harmless Company, its affiliates, and their respective employees, contractors, officers, directors, successors, and assigns against any and all losses, liabilities, damages, costs or other expenses (including attorney’s fees or other court costs) arising out of any claim, demand, suit or proceeding by a third party resulting from or arising out of: (i) an allegation that the Service infringes or misappropriates such third party’s intellectual property rights or violates any applicable law;

4.6 Company Indemnification.

Company agrees to indemnify, defend and hold harmless PatientLock, its affiliates, and their respective employees, contractors, officers, directors, successors, and assigns, against any and all losses, liabilities, damages, costs or other expenses (including attorney’s fees or other court costs) arising out of any claim, demand, suit or proceeding by a third party resulting from or arising out of: (i) Company’s breach of Section 5; or (ii) Company’s failure to comply with any Host Standard Terms.

4.7 Indemnification Conditions.

In each case, as a condition to the right to receive indemnification for a claim, the indemnified Party will (i) give the indemnifying Party prompt notice of the claim; (ii) cooperate with the indemnifying Party, at the indemnifying Party’s expense, in the defense of the claim; and (iii) give the indemnifying Party the right to control the defense and settlement of the claim, provided that settlement of a claim that involves a remedy other than the payment of money by the indemnifying Party will be entered into without the consent of the indemnified Party, which will not be unreasonably withheld.

4.8 Disclaimer.

The Parties acknowledge and agree that cyberattacks cannot be prevented, but the applicable Service provides a commercially reasonable approach to address the threats from phishing, malware, ransomware, and similar cybersecurity threats to the security of the Company’s computer equipment and electronic information and against unauthorized access to or use of such equipment and information. The Parties acknowledge even the latest and most advanced cybersecurity services and products cannot guarantee continuous, uninterrupted, virus-free or fully secure services, and, except as expressly set forth in this Agreement, PatientLock and the Hosts will not be held responsible if the Company or its end users are unable to access the Service at any specific time, unless due to the intentional misconduct or gross negligence of PatientLock or the applicable Host. It is also understood and agreed that the Company’s information, content, and other data may be lost, damaged, or stolen notwithstanding the implementation of the Service; provided that nothing contained herein shall be construed to limit PatientLock’s obligations hereunder, including, without limitation, its obligations under Section 5.

4.9 Service Levels.

In addition to any service level terms set forth in an applicable Statement of Work, PatientLock agrees, whether through itself or the Hosts, to use commercially reasonable efforts to provide each Service on a continuous basis without interruption, except as otherwise provided in the applicable Service Order. If a Service is interrupted, PatientLock will take commercially reasonable efforts to restore the affected Service(s) without delay and with no additional cost passed through from PatientLock to Company. Except for any other express service level terms set forth in an applicable Statement of Work, the foregoing is PatientLock’s sole obligation, and Company’s exclusive remedy, if a Service is interrupted or otherwise not working in conformance with this Agreement.

5.1 Confidential Information.

“Confidential Information” means non-public information disclosed by either Party, or to which either Party has access, that the receiving Party knows or should reasonably be expected to know is confidential and/or proprietary information of the other Party. PatientLock and the Company understand and agree that in connection with the negotiation and performance of this Agreement, each Party may have had or have access to or may have been or be exposed to, directly or indirectly, confidential and/or proprietary information of the other Party, including, but not limited to, trade secrets, computer programs and code, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), techniques, processes, methodologies, schematics, testing procedures, software design and architecture, design and function specifications, analysis and performance information, documentation, details of its products and services, as well as names and expertise of, and information relating to, vendors, employees, consultants, customers and prospects, know-how, ideas, and technical, business, pricing information, financial and marketing information and strategies and any other information that the receiving Party reasonably should know is confidential, all of which is deemed to be Confidential Information. Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all Confidential Information of the other Party in confidence and will protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature, but, in any case no less than a reasonable standard of care.

5.2 Exclusions.

Confidential information shall not include: (i) information the receiving Party can demonstrate was in the public domain at the time of disclosure hereunder; (ii) information which the receiving Party can demonstrate was rightfully in the receiving Party’s possession prior to the time of its disclosure hereunder; (iii) information which the receiving Party can demonstrate has subsequently become part of the public knowledge or literature through no fault of the receiving Party, but only from such date as the information becomes so available; or (iv) information which the receiving Party can demonstrate has subsequently been received by the receiving Party without obligations of the secrecy from a third party who is free to disclose the information. Notwithstanding the foregoing, any information deemed to be protected health information will always remain to be defined as Confidential Information.

5.3 Recipient Obligations.

A Party receiving Confidential Information will: (i) restrict the use of the Confidential Information to those purposes necessary for the performance of the receiving Party's obligations and the exercise of the receiving Party’s rights under this Agreement; (ii) promptly notify the other Party in the event that a Party learns of any unauthorized access to, or use of, Confidential Information; and (iii) during the term of this Agreement and thereafter, safeguard against disclosure of the Confidential Information to third parties using the same degree of care to prevent disclosure as it uses to protect its own information of like importance, but at least reasonable care. All proprietary and copyright notices in the original must be affixed to copies or partial copies of Confidential Information made by a receiving Party. Each Party must provide the other with notice of any governmental, judicial, or administrative order or proceeding to compel the disclosure of Confidential Information received under this Agreement, as promptly as the circumstances of such order or proceeding reasonably or legally permit. Nothing herein shall preclude either Party from disclosing Confidential Information to any of its directors, employees, consultants, professional advisers, Hosts or other subcontractors, to the extent that such disclosure is reasonably necessary to fulfill any obligations arising from this Agreement or the performance of the Service(s), provided such directors employees, consultants, professional advisors, Hosts and other subcontractors, are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.

5.4 Security.

PatientLock shall implement commercially reasonable and appropriate physical, electronic, administrative and technical safeguards with respect to the transmission, collection, access, use and disclosure of Confidential Information designed in a commercially reasonable manner to: (A) ensure the security and confidentiality of all Confidential Information; (B) protect against unauthorized access to or use of Confidential Information; (C) protect against anticipated threats or hazards to the security or integrity of Confidential Information and PatientLock’s systems; (D) instruct all persons who have access to Confidential Information of the necessity to maintain the confidentiality of the information; (E) ensure the proper, secure, and lawful disposal of Confidential Information within PatientLock’s possession or control in accordance with all laws and regulations applicable to the storage, disposal and retention of data in the nature of the Confidential Information; and (F) implement and maintain appropriate information security measures designed to comply with applicable law.

5.5 Malicious Code.

PatientLock will use its commercially reasonable efforts to ensure the Services furnished to Company will not contain any “Malicious Code,” which is defined as: (i) any undisclosed program routine, device or other feature or hidden file, including, without limitation, a time bomb, virus, software lock, trojan horse, drop-dead device, worm, malicious logic or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any hardware, software, data or other programs of Company, (ii) any transmitting or activating computer program, any communication feature or tool which enables PatientLock to collect information regarding Company’s activities or data (except to the extent that such collection is part of the Service provided hereunder), or any hardware-limiting, software-limiting, or services-limiting function (including, but not limited to, any key, node lock, time-out or other similar functions), whether implemented by electronic or other means, or (iii) any viruses or malware.

5.6 Security and Confidentiality Related to Hosts.

PatientLock has entered into agreements with Hosts to use commercially reasonable efforts to ensure the Hosts, too, are required to comply with confidentiality and security obligations materially similar to those set forth herein as related to the Hosts protection, use, and disclosure of Company Confidential Information. However, the Standard Host Terms could contain different terms and conditions as related to each specific Host Service. Company acknowledges this and will comply with such terms, along with any limitations.

5.7 Company Data.

Company warrants it has obtained the prior consent of all third parties necessary for PatientLock and the Hosts to collect, use, disclose, and modify, as needed to comply with its obligations under this Agreement and to provide the Services, Company’s data in whatever form (electronic, hard-copy, or otherwise) in accordance with applicable laws, regulations, and guidelines. Company represents it has and shall maintain all appropriate consents, permissions, and licenses (including from all relevant third parties) to enable the performance of the Service.

6.1 Ownership of Intellectual Property in the Service and Deliverables; Reservation of Rights.

All right, title and interest in and to all copyrights, trademarks, trade secrets, patents, mask works, and all other intellectual property embodied in any Service and any documentation produced in connection with any Service, including but not limited to written reports, activity logs, non-Company specific user manuals, training materials and any improvements thereto or goodwill associated therewith are retained by PatientLock or the Hosts. Subject to this Agreement and while it is in effect, Company is granted a limited, non-exclusive, nontransferable, revocable, right and license to: (i) use and access the Service for its internal business purposes, and (ii) use, display and reproduce such intellectual property for its internal business purposes solely to the extent such is needed in order to use and access any Services. PatientLock hereby assigns all right title and interest in and to any copyrights, trademarks, trade secrets, patents, mask works, and all other intellectual property derived from any item specified as a “Company Deliverable” in a Service Order.

6.2 License to Use Company’s Data.

Company grants a limited-term license to host, copy, transmit, store, modify, and display, Company’s electronic data as necessary for PatientLock, and its Hosts, to provide any Service in accordance with this Agreement and in accordance with applicable law. Subject to the limited license granted herein, PatientLock acquires no ownership right, title or interest in or to Company’s data under this Agreement.

6.3 Restrictions.

Company agrees it shall not (and shall not allow any third party to): (i) except to the extent applicable law expressly gives permission to do so, alter, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Service (except to the limited extent that applicable law prohibits reverse engineering restrictions); (ii) sell, sublicense, rent, distribute, assign, transfer, provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Service (except as expressly and specifically authorized by PatientLock in each instance); (iii) use the Service, including any documentation provided by PatientLock, in connection with the development of products or services that compete with any Service; or (iv) copy any software or documentation related to any Service, except that Company may make a reasonable number of copies of any documentation for Company’s internal use (provided any proprietary notices included on such documentation is reproduced). Company agrees it will: (i) use the Services for its own internal security purposes; and (ii) be responsible for designating/authorizing Company users.

7.1 Export Control Laws.

To the extent applicable, Company acknowledges and agrees that a Service may be subject to restrictions and controls imposed by the United States Export Administration Act, the regulations thereunder and similar laws in other jurisdictions. Company agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

7.2 Anticorruption Laws.

Each Party acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act ("the FCPA") and agrees to comply with their terms as well as any provisions of local law related thereto.

8.1 Alternative Dispute Resolution.

8.2 Governing Law.

This Agreement shall be subject to the laws of the State of Kansas.

8.3 Notices.

All notices hereunder will be given to the appropriate Party and department at the address specified in the cover page of this Agreement or at such other address as the Party will specify in writing. Notice will be deemed given upon personal delivery; if sent by email or fax, upon confirmation of receipt; or if sent by certified and regular U.S. mail, postage prepaid, three (3) days after the date of mailing.

8.4 Assignment.

Except as expressly set forth herein, this Agreement may not be assigned, in whole, without the non-assigning Party’s prior written consent, which consent will not be unreasonably withheld; except that PatientLock may assign or transfer this Agreement (in its entirety) to an affiliate or to a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or a material portion of such Party’s assets or business operations related to this Agreement. This Agreement and each Service Order shall be binding on and enure to the benefit of the Parties’ respective successors and permitted assigns. Company may not assign any of its rights or delegate any of its obligations under the Agreement without the express, prior, written consent of PatientLock. PatientLock may assign or subcontract any or all of its rights or obligations and/or assign the right to receive payments hereunder to one or more qualified parties without Company’s prior consent, unless otherwise agreed to by the Parties in writing.

8.5 Force Majeure.

The Parties acknowledge that the provision of the Service might be affected by factors outside of their control. Neither Party will be liable for any breach of this Agreement for any delay or failure of performance resulting from any cause beyond such Party’s reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, change of law or regulation, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or acts of God. If any force majeure event shall continue for more than 60 days from the date of notice of the force majeure event to the other Party, then either Party shall be entitled to serve notice to terminate this Agreement without any further liability hereunder.

8.6 Independent Contractor.

PatientLock, in performance of this Agreement, is acting as an independent contractor of Company. Employees and subcontractors of PatientLock are not employees of Company, and vice versa. This Agreement does not create a joint venture, partnership, or agency relationship, of any kind between the Parties.

8.7 Publicity.

Company consents to PatientLock’s use of Company’s name and logo in advertising, or other, materials. Additionally, Company consents to PatientLock using Company’s name and logo on PatientLock’s website and referring to Company as a PatientLock client on any such website. Company may opt out of the foregoing at any time, by providing PatientLock with written notice. Any such opt out will apply after the date PatientLock receives such notice and has a reasonable amount of time to comply with Company’s directions.

8.8 Entire Agreement.

This Agreement, including any Service Order, sets forth the entire understanding and is fully integrated with respect to the subject matter contained therein, and supersedes all prior agreements with respect to the subject matter herein.

8.9 Counterparts and Precedence.

This Agreement and each Service Order may be executed in multiple counterparts, each of which will be deemed to be an original. A facsimile or electronic signature will have the same force and effect as the original signature counterpart. Only a writing signed by both Parties may change the terms of this Agreement or any Service Order, but the Parties acknowledge that electronic signatures and electronic ordering of the Service shall be deemed to be binding on the Parties. In the event of any conflict between the terms and conditions of a Service Order and this Agreement, the terms and conditions of this Agreement shall control. It shall be permissible, however, for the Parties to expressly agree in a Service Order that the provisions of the Service Order shall control with respect to a particular Service.

8.10 Severance.

If any provision, in whole or in part, of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision, in whole or in part, under this Section shall not affect the validity and enforceability of the remainder of this Agreement.

The Parties have executed this Agreement as of the dates below.

ACKNOWLEDGED AND ACCEPTED BY COMPANY:

By NAME TITLE DATE

SIGNATURE

ACKNOWLEDGED AND ACCEPTED BY PATIENTLOCK, LLC:

By NAME TITLE DATE

SIGNATURE