Software License and Services Usage Agreement

1. Definitions

1.1 "Affiliate" means, with respect to a person, any other person directly or indirectly controlling, controlled by, or under common control with the first person.

1.2 "Confidential Information" includes information relating to the processes, techniques, work practices, lists of current and prospective customers, suppliers, vendors, business practices, discoveries, inventions, source code, software (including the Software), product prototypes, price information, strategies, current and future business plans, manufacturing methods, financial information and data, marketing, products, machinery, apparatus, specifications, drawings, sketches, models, samples, tools, technical information, proprietary information or trade secrets, and any information marked "Confidential" or which, by its nature, a reasonable person would consider confidential. Confidential Information does not include information that: (1) was publicly available at the time of disclosure; (2) the Receiver lawfully received from a third party that was not prohibited from disclosing such information without restrictions; (3) was independently developed by the Receiver without breach of this Agreement or (4) the Receiver knew prior to receiving such information from the Discloser.

1.3 "Discloser" means the Party that discloses Confidential Information to the Receiver.

1.4 "Documentation" means the written material relating to the design, installation, use and maintenance of the Software, which is provided to Licensee in conjunction with the Software license as of the Effective Date, and as may be updated by Licensor from time to time.

1.5 "Fees" means the fees payable with respect to Software Services ("Software Fees" or "Service(s) Fees"), as relevant. All Fees, however described, are set forth in Appendix 2.

1.6 "Force Majeure" means an event beyond the reasonable control of a Party that prevents or impedes its performance under the Agreement.

1.7 "Intellectual Property" means registered or unregistered patents, trade secrets, rights to inventions, copyright and related rights, trademarks, trade dress, service marks, know-how, knowledge, trade or business names, domain names, goodwill, software, algorithms, user interfaces, ideas, concepts, techniques, methods, the right to sue for passing off, rights in designs, database rights (including rights to extraction), rights to use and protect the confidentiality of Confidential Information, and all other intellectual property rights recognized under law, including the right to sue in respect thereof, pending or eligible for renewals or extensions for, and such rights and all similar or equivalent rights or forms of protection existing now or will exist in any part of the world.

1.8 "Legally Compelled" means legally obliged, whether by judicial or administrative order, applicable law, rule, regulation or otherwise.

1.9 "License Term" means a period commencing on the Effective Date and shall be in effect for a period of one year ("Initial Term"). After the initial year, this Agreement shall automatically renew for additional one-year periods until terminated as established herein. Both the Initial Term and any renewal term shall be referred to as the License Term. The License Term shall match the "Term" of this Agreement under all circumstances.

1.10 "Receiver" means the Party that receives Confidential Information from the Discloser.

1.11 "Services" means the Software as a service provided by Licensor or its subcontractors to Licensee in accordance the terms of this Agreement.

1.12 "Software" means Licensor's software program's object code including any releases, modifications, bug fixes, patches, corrections, enhancements or upgrades, as set forth in Appendix 1.

1.13 "User" means any individual who is authorized to use the Software on Licensee's behalf.

2. Interpretation

2.1 "Appendix" means an appendix to this Agreement.

2.2 "Section" means a section of this Agreement.

2.3 The singular includes the plural and vice versa.

2.4 The masculine includes the feminine and vice versa.

2.5 "Including" means including, without limitation.

3. License Grant

Non-Exclusive Grant. Licensor grants, and Licensee accepts, a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software, Software Platform and the Services during the Term in accordance with the terms of this Agreement.

3.1 Suspension. Licensor may at any time suspend providing the Services to Licensee if (1) Licensee materially breaches this Agreement; (2) Licensee impedes Licensor's provision of the Services or (3) Licensor is Legally Compelled. Licensor shall not be liable to Licensee for suspension of the Services in accordance with this provision.

3.3 Reservation of Rights. Licensor reserves all ownership and other rights in and to the Software that are not specifically granted to Licensee in this Agreement.

4. Users

Licensee may permit its Users to use the Software and Documentation solely on Licensee's behalf, provided such Users are subject to or agree in writing to be bound by confidentiality and other restrictions, at least as stringent as those in this Agreement, before accessing the Software. Licensee is liable for all acts and omissions by its Users with respect to the Software and Services. Licensee will be limited to five (5) user logins.

5. Restrictions on Use

Unless otherwise expressly permitted by Licensor hereunder, Licensee may not (and shall ensure that its Users, Affiliates, employees and contractors and other third parties do not) copy, sublicense, operate as a service bureau, rent, assign, transfer, modify, create derivative works from, reverse engineer, decompile or disassemble the Software. Notwithstanding the foregoing, Licensee may: (a) copy the Software for backup purposes, provided such copies are erased in the course of everyday operations; or (b) make one copy for archival purposes, e.g., to satisfy Licensee's obligations if Legally Compelled to disclose or deliver a copy to a third party.

6. Privacy Compliance

Licensor and Licensee agrees to comply with the applicable provisions of the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d through d-8 ("HIPAA"), and the requirements of any regulations promulgated thereunder including without limitation the federal privacy regulations as contained in 45 C.F.R. Part 142 (collectively, the "Regulations"). The Parties agrees not to use or further disclose any protected health information, as defined in 45 C.F.R. § 164.504, or individually identifiable health information, as defined in 42 U.S.C. § 1320d (collectively, the "Protected Health Information"), concerning a patient other than as permitted by this Agreement and the requirements of HIPAA or the Regulations. Licensor, with the assistance of Licensee, will implement appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as contemplated by this Agreement. Licensor will promptly report to Licensee any use or disclosure of which Licensor becomes aware of Protected Health Information in violation of HIPAA or the Regulations. Licensor will make its internal practices, books and records relating to the use and disclosure of Protected Health Information available to the Secretary to the extent required for determining compliance with HIPAA and the Regulations. Licensor agrees to abide by the terms of the HIPAA Business Associate Agreement executed contemporaneously herewith and incorporated by reference herein.

7. Confidential Information

7.1 Disclosure. Except to fulfill its obligations under this Agreement, the Receiver shall: (1) not use or disclose to any third party any Confidential Information disclosed by the Discloser; (2) maintain the confidentiality of the information using at least the same degree of care it uses to maintain its own Confidential Information, but in no case less than a commercially reasonable degree of care; and (3) disclose the Discloser's Confidential Information only to Receiver's employees, subcontractors, agents or other third parties ("Sub-Receivers") who have a need to know such information in order to fulfil their duties to Receiver. Prior to commencing work, the Sub-Receivers must sign non-disclosure agreements with Receiver obliging them to maintain the confidentiality of the Confidential Information using at least the same standard of care required of Receiver under this Agreement. Receiver is responsible for any use or disclosure of Discloser's Confidential Information by its Sub-Receivers.

7.2 Court Order. If the Receiver becomes Legally Compelled to disclose a Discloser's Confidential Information, the Receiver shall use all reasonable efforts to notify the Discloser so the Discloser may seek a protective order or other remedy to prevent such disclosure. If the Discloser is not able to obtain such protective order or remedy prior to the time disclosure is required, the Receiver will disclose only that portion of the Confidential Information that the Receiver is Legally Compelled to disclose.

7.3 Equitable Relief. Notwithstanding any other provision of this Agreement, either party may apply to a court of competent jurisdiction seeking injunctive or other equitable relief for a breach of this Section 7 (Confidential Information).

8. Fees

8.1 Software Fees and Services Fees are set forth in Appendix 2.

8.2 Taxes. All customs, value-added tax, levies, charges, and other taxes and duties other than income taxes owed by Licensor ("Taxes") arising in connection with the performance of this Agreement shall be paid by Licensee in full without any withholding or deduction whether on account of any set-off, Taxes or otherwise.

8.3 Withholding. If Licensee is required by law to make any such withholding or deduction, Licensee shall increase the amount payable to Licensor to the extent necessary so that the amount receivable after such withholding or deduction is equal to the amount which would have been receivable had no such withholding or deduction been made. Upon request, Licensee shall provide Licensor with the original Tax invoice and a certificate issued by the relevant tax office certifying that the Tax has been paid.

9. Indemnification

9.1 By Licensor.

(a) Subject to Section 12 (Limitation of Liability), Licensor agrees to indemnify, hold harmless, and defend Licensee and its officers, directors, employees, agents, successors and assigns with respect to any third party suit, claim or proceeding ("Claim") to the extent arising out of, related to, or resulting from: (1) Licensor's breach of this Agreement, including its representations, warranties and obligations; (2) any actual or alleged personal or bodily injury (including, without limitation, death) or damage to tangible property resulting from the Services or Licensee's use of the Software in accordance with this Agreement; and (3) any allegation that Licensee's use of the Software in accordance with this Agreement infringes that third party's intellectual property rights, and to pay litigation costs, reasonable attorneys' fees and damages that are finally awarded by a court of competent jurisdiction in respect of such Claim.

(b) Legal Counsel. Licensor shall select legal counsel to defend such Claim at its sole expense. Licensee shall have the right to approve such counsel, but shall not unreasonably withhold its approval.

(c) Conditions. Licensor's indemnity under this Section 9.1 is conditioned upon Licensee: 1) promptly giving notice to Licensor of any such Claim; 2) giving sole control to Licensor over the conduct of such Claim; and 3) cooperating with Licensor.

(d) Exceptions. Licensor is not obligated to indemnify Licensee to the extent Licensee was in violation of the Agreement or used the Software in combination with other software, hardware, products or services not approved in advance in writing by Licensor, or if the infringement was based on the use of a superseded release of the Software which would have been avoided by the use of the most current release of the Software which was available to Licensee.

9.2 By Licensee.

(a) Licensee agrees to indemnify, hold harmless, and defend Licensor and its officers, directors, employees, agents, successors and assigns with respect to any third party Claim to the extent arising out of, related to, or resulting from Licensee's breach of this Agreement, including its representations, warranties, and obligations, and to pay litigation costs, reasonable attorneys' fees and damages that are finally awarded by a court of competent jurisdiction in respect of such Claim.

(b) Legal Counsel. Licensee shall select legal counsel to defend such Claim at its sole expense. Licensor shall have the right to approve such counsel, but shall not unreasonably withhold its approval.

(c) Conditions. Licensee's indemnity under this Section 9.2 is conditioned upon Licensor: 1) promptly giving notice to Licensee of any such Claim; 2) giving sole control to Licensee over the conduct of such Claim; and 3) cooperating with Licensee.

(d) Exceptions. Licensee is not obligated to indemnify Licensor to the extent Licensor was in violation of the Agreement.

10. Disclaimer

EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 11 (REPRESENTATIONS AND WARRANTIES), LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE SOFTWARE OR THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Representations and Warranties

11.1 By Licensor. Licensor represents and warrants that:

(a) The Software will perform, under normal use, substantially in conformance with the applicable Documentation for period of the Agreement;

(b) Licensor will use all commercially reasonable efforts, including use of then current versions of commercially available anti-virus software, to ensure that the Software does not contain any computer programming routines, malicious code or defects that might delete, damage, detrimentally interfere with or expropriate any of Licensee's system, software, hardware, network data or information (e.g. viruses, Trojan horses, back doors, trap doors or worms);

(c) It will perform the Services in a good and workmanlike manner consistent with applicable industry standards. As Licensee's sole and exclusive remedy and Licensor's entire liability for breach of the foregoing Services warranty, Licensor will, at its sole option and expense, promptly re-perform any Services that fail to meet this limited warranty;

(d) It is and will be in compliance with all applicable laws, regulations and rules during the Term of the Agreement;

(e) It owns or has all rights to license the Software in accordance with the terms of this Agreement;

(f) Use of the license in accordance with this Agreement will not infringe the intellectual property rights (including moral rights) of any person;

(g) It has the full authority to enter into and perform its obligations under this Agreement;

(h) It has sufficient technical and human resources to perform all of its obligations under this Agreement; and

(i) There are no pending claims or litigation against it that might affect its ability to carry out its obligations under this Agreement.

11.2 Licensee's Compliance. The foregoing warranties by Licensor are subject to Licensee complying with its obligations under this Agreement.

11.3 Remedy for Infringing Use. Solely in respect of a breach of Licensor's warranty in Section 11.1(f), Licensor may, at Licensor's sole option: (1) procure for Licensee the right to continue using the Software; (2) replace or modify the Software so that it is not infringing; or (3) refund a pro rata amount of the Fees paid by Licensee for the Software, minus a discount for Licensee's past beneficial use of the Software. FOR THE AVOIDANCE OF DOUBT, THE REMEDIES IN THIS SECTION 11.3 ARE LICENSEE'S SOLE REMEDY FOR LICENSOR'S BREACH OF THE WARRANTY IN SECTION 11.1(f).

11.4 By Licensee. Licensee represents and warrants that: (a) It has the full authority to enter into and perform its obligations under this Agreement; (b) It is and will be in compliance with all applicable laws, regulations and rules during the Term of the Agreement; and (c) It has sufficient financial resources to pay the Fees and perform all of its obligations under this Agreement.

12. Limitation of Liability

12.1 Licensor's total aggregate liability to Licensee under this Agreement shall be limited to the amount of total fees paid by Licensee to Licensor.

12.2 In no event will either Party be liable to the other for indirect, incidental, consequential, punitive or special damages, including any lost profits, lost revenue or lost data.

13. Term and Termination

13.1 Term of the Agreement. Unless terminated earlier in accordance with Section 13.2, the term of this Agreement shall begin on the Effective Date and shall continue for one (1) year ("Initial Term.") After the Initial Term, this Agreement shall renew automatically for successive one (1) year periods unless: (i) one Party gives notice to the other at least thirty (30) days prior to the expiration of the then-current term or (ii) the Agreement is terminated pursuant to Section 13.2. The Initial Term plus all renewal periods is the "Term."

13.2 Termination. Either Party may terminate this Agreement: (i) for the other Party's breach, by providing notice, with a 30-day cure period; (ii) immediately, without a cure period, for: (a) a material, incurable breach; (b) if the other Party becomes insolvent; or, (c) if without a successor, the other Party dissolves, liquidates or ceases to conduct its business operations in the ordinary course; or, (iii) for convenience upon one hundred and eighty (180) days' prior written notice; or, (iv) after payment of a One Thousand Five Hundred Dollars ($1,500.00) cancellation fee and sixty (60) days prior written notice. Notwithstanding the foregoing, Licensor may suspend access to Software or Services at any time for non-payment, misuse, or violations of this Agreement.

13.3 Effect of Termination. If this Agreement terminates: (a) Licensee's license to the Software will immediately cease; (b) Upon request, each Party will return to the other or destroy all copies of Confidential Information received, provided that a Party shall be entitled to retain one copy for archival purposes. A Party shall not be required to return or destroy information contained in system backups that are erased in the course of everyday operations. (c) Licensee shall immediately pay invoices for Software or Services provided up to the effective date of termination.

14. Insurance

Licensor will maintain a commercially reasonable liability and cyber liability insurance policy. Licensor shall provide a Certificate of Insurance on each anniversary of the Effective Date upon request showing compliance with this provision.

15. Alternative Dispute Resolution

In the event of a dispute between the Parties in relation to this Agreement, other than a breach of Section 7 (Confidential Information) for which injunctive relief may be available under Section 7.3, a Party may send a notice to the other to start the process of binding arbitration before a Single Arbitrator. The arbitration shall be conducted by either: (a) the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Arbitration Rules or (b) JAMS in accordance with its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction.

16. Force Majeure

Neither Party shall be in breach of this Agreement for failure to perform its obligations during the pendency of a Force Majeure event, to the extent such event is beyond the reasonable control of the Party and prevents its performance. Such Party shall immediately inform the other Party and use reasonable commercial efforts to overcome such event and mitigate its negative effect. If a Force Majeure event continues to exist for more than ninety (90) consecutive days, Licensee may terminate this Agreement by providing written notice to Licensor.

17. General

17.1 Choice of Law; Venue. This Agreement shall be governed by the laws of the state of Arizona, without regard to its conflict of laws rules. The Parties shall bring any suits arising under this Agreement solely in Maricopa County, Arizona. The Parties expressly waive all rights to object to the jurisdiction and venue in Maricopa County, Arizona.

17.2 Independent Contractor. Licensor is an independent contractor responsible for supervising Licensor Personnel it assigns to perform the Services. Licensor shall be solely liable to pay compensation to Licensor Personnel as well as all applicable federal, state and local income and employment tax withholding and reporting for all such Licensor Personnel. Licensee shall not be an employer of Licensor or any Licensor Personnel. Neither Licensor nor any Licensor Personnel is an agent of or has any authority to represent Licensee. Licensor is responsible and shall indemnify Licensee for Claims by a governmental entity for withholding, reporting, or payment of taxes in respect of Licensor Personnel.

17.3 Attorneys' Fees. In case of a proceeding arising out of this Agreement, each Party shall bear their own attorneys' fees and costs, unless an arbitration award provides otherwise.

17.4 Cumulative Remedies. Except as otherwise provided, any and all remedies herein expressly conferred upon a Party shall be deemed cumulative and not exclusive of any other remedy conferred hereby or by law, and the exercise of any one remedy shall not preclude the exercise of any other.

17.5 Entire Agreement. This Agreement, together with its Appendices and any Amendments constitutes the entire agreement between the Parties with respect to its subject matter, replacing all prior written or oral negotiations or agreements. In case of a conflict between the terms of the Agreement and any appendices and Amendments, this Agreement shall control to the extent of the inconsistency.

17.6 Amendment. This Agreement may be amended only if set forth in writing and signed by each Party.

17.7 Assignment. All terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted transferees, successors, and assigns. Any attempt to assign this Agreement or any of its provisions otherwise shall be null and void.

17.8 Notices. All notices shall be in writing and effective: (i) immediately, if delivered by hand; (ii) after three days, if sent via prepaid, first class certified or registered mail, return receipt requested; (iii) upon written confirmation of receipt issued by the recipient to the sender, if sent via email or (iii) the next business day, if sent via commercial overnight courier service, to the address below, or such other address as a Party provides to the other:

To Licensor: True Precision AI LLC, 1525 S Higley Rd STE 104, Gilbert, AZ 85296

To Licensee: At the physical address or electronic mail address entered when digitally signed

17.9 Waiver. The waiver by any Party of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement.

17.10 Severability. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effective so far as the intent of the Parties can be carried out.

17.11 Survival. The following sections shall survive termination or expiration of this Agreement: 1 (Definitions); 2 (Interpretation); 3 (License Grant); 4 (Users); 5 (Restrictions on Use); 7 (Confidential Information); 8 (Fees); 9 (Indemnification); 10 (Disclaimer); 11 (Representations and Warranties); 12 (Limitation of Liability); 13.4 (Effect of Termination); 15 (Alternative Dispute Resolution); and 17 (General).

17.12 Headings. The headings of the sections of this Agreement are not intended to have any substantive significance when interpreting this Agreement.

17.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one original. Digital signatures shall be acceptable.

Appendix 1 — Software

The Software or Software Platform, known as True Precision AI, is a patient acquisition and intake coordination system designed to:

• Capture inbound inquiries
• Create new contact with existing patient base
• Qualify existing and prospective patients
• Facilitate provisional appointment requests
• Deliver structured appointment request data to Licensee

True Precision AI Software or the Software Platform includes: a dashboard accessible to Licensee, AI agent(s) to communicate via SMS and inbound voice, automated SMS and email logic, landing page and booking funnel, internal intake coordination calendar, and notification and appointment handoff logic. The Platform uses an internal calendar solely for intake coordination and workflow management. All dates and times selected by patients are provisional, subject to clinic confirmation, and communicated as such to patients. Licensee remains solely responsible for final scheduling, rescheduling, cancellations, confirmations, provider availability, and location assignment.

The True Precision AI Software or the Software Platform will provide automated Services in one clinical or medical service line (service line examples are: Genicular Artery Embolization (GAE), Prostate Artery Embolization (PAE), Neuropathy, IV Therapy, Joint Injections).

Licensor acknowledges and agrees that the Platform is:

• Not an electronic medical record (EMR)
• Not a practice management system
• Not a CRM
• Not a billing system
• Not a medical record system
• Not a clinical communication system
• Not a system for diagnosis, treatment, or medical decision-making
• Not a system of final appointment confirmation
• Not a scheduling system

The Software, Software Platform, Licensor do not provide medical advice, medical services, triage, diagnosis, treatment, or patient care of any kind. All clinical responsibility remains solely with the Licensee as a medical practice.

Changes: Requests to add service lines, alter core logic, or support multiple medical procedures constitute material reconfiguration or change and are subject to additional fees as described in Appendix 2.

Additional Service Line Fee: Additional service lines may be added for additional fees as described in Appendix 2, subject to technical feasibility.

Activation Period: The first thirty (30) days are designated as an implementation and configuration period, which may include the following development work: AI agent configuration; Messaging setup; Intake and qualification logic; Routing and handoff logic; Calendar coordination logic; Asset deployment.

Appendix 2 — Fees

Base Fee: The base subscription fee for the Software Platform shall be Two Hundred and Ninety-Seven Dollars ($297.00) per month. The base subscription fee shall be paid each month automatically on the first day following the initial thirty (30) day Activation Period, and then automatically every thirty (30) days thereafter (monthly) by the credit card on file for the Licensee. The Base Fee is waived during the initial month of Service or the Activation Period.

Usage Fees: Licensee shall pay any and all Usage Fees in accordance with the following schedule:

The Usage Fees may be changed from time to time by the Licensor upon thirty days prior written notice of a change in fees. If the Licensee does not want to incur the additional Usage Fees, Licensee may terminate the Agreement by providing thirty (30) days written notice to Licensor.

All Usage Fees will be paid using a wallet-based system. A wallet-based system means that in the first month of Services, the Licensor and Licensee will set a usage amount to be deposited in the Licensee's Wallet via the Licensee credit card on file to cover Usage Fees based upon a mutually agreed amount and projection of utilization. At any time the Licensee Wallet goes below One Hundred Dollars ($100.00), the Licensor will replenish the Licensee Wallet by charging the Licensee credit card on file the mutually agreed amount.

Usage Transparency: All Usage Fees are itemized and visible within the Licensee Software Platform account at all times. The Usage Fee details will include service type, quantity, and cost per unit.

The Base Fee and Usage Fee are non-refundable once the charge is incurred or once Service is consumed.

Change Fee: Material Changes will be explained and agreed prior to service and will be charged Two Hundred and Fifty Dollars ($250.00) per hour of service.

Additional Service Line: The Fee for adding an additional service line beyond the initial selection will be Two Thousand Five Hundred Dollars ($2,500.00).

HIPAA Business Associate Agreement

True Precision AI LLC (hereinafter "Vendor") acknowledges that it is a Business Associate of the undersigned Practice or Provider and related entities (hereinafter "Covered Entity", "Organization", "Provider") (Both referred to as "the Parties") as defined by the standards for Privacy of Individually Identifiable Health Information under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by Section 13400 through 13424 of the Health Information Technology for Economic Clinical Health Act (the "HITECH Act"), which was enacted as part of the American Recovery and Reinvestment Act of 2009 ("ARRA"), the rules changes as published in the Federal Register, 78 FR 5565, also called the "Omnibus Rule". In accordance with the terms set forth in this Business Associate Contract/Agreement, Vendor and Covered Entity shall use reasonable best efforts to protect the privacy of Protected Health Information, including, but not limited to, the following terms.

A. Business Associate performs functions, activities or services for, or on behalf of Covered Entity/Provider. It is the intent of Covered Entity and Business Associate that this Contract/Agreement meets the requirements of the Privacy and Security Rules, as they are commonly known by and applied to the health care industry, and that both parties adopt and incorporate any future amendments to federal privacy and security laws, rule and policy as if such were set forth herein.

B. Covered Entity and Vendor are parties to a separate service agreement, such as data sharing agreement, software service agreement; is hereinafter referred to ("PSA") setting forth additional duties, responsibilities and obligations. As a part of these duties, responsibilities and obligations, the PSA requires Vendor to have access to, create or amend Protected Health Information ("PHI"), including Electronic Protected Health Information ("EPHI"), in order to perform its services in accordance with the PSA. This Contract/Agreement sets forth the duties, responsibilities and obligations of Vendor to Covered Entity under HIPAA, including what are the typically and commonly called the "Privacy Standard", "Security Standards" and the "Breach Notification Rule." See 45 C.F.R Parts 160 and 164, Subparts A, C, D, and E.

The full HIPAA Business Associate Agreement includes definitions (Section 1), Business Associate Obligations (Section 2), Obligations of Covered Entity (Section 3), Term and Termination (Section 4), and Miscellaneous Provisions (Section 5). The complete terms are incorporated by reference and executed contemporaneously with this Software License and Services Usage Agreement.

Prior Versions

• v1.0 (archived)