COVERED CARE PATIENT FINANCING

AGREEMENT

This COVERED CARE PATIENT FINANCING AGREEMENT is executed by Covered Care, LLC (“Covered Care”) and “Provider”, as listed on the Registration Form as Legal Business Name and Primary Contact’s Name. This Agreement is incorporated by reference in the Registration Form completed and executed by Provider. The Registration Form and the Covered Care Patient Financing Agreement are collectively referred to as the “Agreement.” The Agreement will become effective on the date Provider submits the Registration form (the “Effective Date”).

RECITALS:

WHEREAS, in the normal course of business, Provider provides healthcare services and/or medical appliances (“Services”) to individual patients (“Patients”).

WHEREAS, Covered Care has developed a proprietary consumer credit origination, underwriting and servicing software platform (the “Covered Platform”) for healthcare financing programs (“Patient Financing Program”);

WHEREAS, Provider desires to engage Covered Care to offer the Patient Financing Program to its Patients using the Covered Platform such that Patients may obtain credit to purchase Services pursuant to a note (each, a “Contract” and, collectively, the “Contracts”), and Covered Care desires to accept such engagement;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each of Provider and Covered Care agrees as follows:

ARTICLE I

COVERED CARE PATIENT FINANCING PROGRAM

I.1 Patient Financing Program.

(a) Covered Care will deploy the Covered Platform to provide the Patient Financing Program for Provider which Covered Care will operate and maintain for the period beginning on a mutually agreed upon launch date following the Effective Date and ending upon the expiration or termination of this Agreement.

(b) In Provider locations that utilize the Patient Financing Program, during the term of this Agreement it must be in no lower than “second-look” position with the only alternative patient finance providers being “prime” options such as Alphaeon, CareCredit, Wells Fargo, Ally Bank, etc.

(c) Provider shall not require, through a surcharge, an increase in price or otherwise, any Borrower to pay any fees as a consequence of Borrower applying for or using the Patient Financing Program. Provider shall not knowingly provide to Patients any inaccurate or deceptive information about the Patient Financing Program.

(d) The Patient Financing Program shall materially comply with all applicable data protection laws that are or may in the future be applicable under this Agreement, including but not limited to the Health Insurance Portability and Accountability Act of 1996.

ARTICLE II

ORIGINATION OF CONTRACTS

II.1 The Covered Platform will underwrite and approve applications and facilitate the execution of Contracts by Patients subject to standards determined by Covered Care in their sole discretion.

II.2 Patient or the party who is financially responsible for the Patient Services (such as a parent) shall review and submit all application and Contract information and approve and electronically sign all terms and conditions of the Contract. In no event shall Provider fill out or submit an application on behalf of a Patient. or knowingly provide to Covered Care incorrect information relating to any Patient’s application for Contract.

II.3 Provider will initially select a Financing Program as set forth on the Registration Form. The purchase price (“Purchase Price”) for Services financed by said Contracts will be made in accordance with the terms of that Financing Program, which may be amended or supplemented from time to time by mutual agreement of Provider and Covered Care. Provider will have the ability to change to any alternate Financing Programs that are offered in writing to Provider during the term of this Agreement. Covered Care shall have the sole authority, without prior notice, to set the financing terms of originated Contracts, subject to applicable law.

II.4 Covered Care will originate Contracts on behalf of a third-party bank except when Services are offered in the state of New York and Nevada. In New York and Nevada, Covered Care will have the sole discretion to originate Contracts on behalf of a third-party bank or Retail Installment Contracts (“RIC”) on behalf of Provider. Article III below provides further details governing the origination and purchase of RIC Contracts in New York and Nevada.

II.5 Covered Care will notify Provider when Patients have executed the Contract (“Contract Date”). Provider will notify Covered Care of the initial date the Services will be provided (“Service Date”).

II.6 If the cost of the Services provided by Provider to Patient is less than or greater than the Contract amount, Provider will notify Covered Care of such variance in the Service cost (the “Contract Adjustment”). Covered Care will modify the terms of the Contract and the Contract Purchase Price will be adjusted accordingly.

II.7 No more than two business days after the Service Date for a Contract originated under the Patient Financing Program, Covered Care will (i) deliver to Provider a statement (each, an “Contract Settlement Statement”) setting forth the Service amount for each Contract, the aggregate Purchase Price of the corresponding Contracts, and such other information as Provider may reasonably request, and (ii) deliver to Provider the Purchase Price set forth in the applicable Contract Settlement Statement by either ACH or wire transfer.

II.8 Contract Chargebacks.

(a) Covered Care and Provider hereby acknowledge that each Patient will have the right, subject to the terms and conditions of the Contract Documents, to cancel any Contract to which they are a party due to such Patient’s dissatisfaction with Services financed by such Contract (each, a “Contract Chargeback”).

(b) Covered Care will promptly notify Provider of any Patient complaints and/or requests for Contract Chargeback. Provider will review and respond within ten (10) business days. Provider may approve a Contract Chargeback or a Contract Adjustment, or provide supporting details for not approving the Contract Chargeback request. The Parties will reasonably follow this process for determining whether to offer the Patient a Contract Chargeback, which process may be amended from time to time by mutual agreement of Provider and Covered Care, such agreement not to be unreasonably withheld. Notwithstanding the foregoing, if a Patient asserts any defense to payment that Covered Care determines in good faith is valid and based on an act or omission of the Provider (e.g., a failure to provide the services) Covered Care may assess a Contract Chargeback.

(c) In the event of a Contract Chargeback, Provider will repay the Contract to Covered Care for the Purchase Price thereof, net of any payments that have been received by Covered Care from Patient or for another amount to be reasonably agreed to by the parties at the time of Contract Chargeback.

II.9 No less than once per month, Covered Care will (i) deliver to Provider a statement (each, a “Monthly Settlement Statement”) setting forth the amounts owed by Provider to Covered Care or owed by Covered Care to Provider and such other information as Provider may reasonably request, and (ii) deliver to Provider the amounts set forth in the Monthly Settlement Statement by wire transfer of immediately available funds no later than two (2) business days following the date of such Monthly Settlement Statement. If any amounts are owed by Provider to Covered Care, Provider will deliver to Covered Care the amounts set forth in the Monthly Settlement Statement by wire transfer of immediately available funds no later than ten (10) business days following the date of such Monthly Settlement Statement. Any unpaid amounts owed by Provider may be offset by Covered Care against any future payments due by it to Provider.

ARTICLE III

ORIGINATION AND PURCHASE OF RIC CONTRACTS [ONLY APPLICABLE WHEN SERVICES ARE OFFERED IN NEW YORK OR NEVADA]

III.1 Origination and Purchase of RIC Contracts.

(a) Subject to the terms and conditions of this Agreement and the continuing compliance by Provider with its covenants, representations and warranties herein, from time to time, Provider will sell, assign and convey to Covered Care, and Covered Care will purchase and accept from Provider, all of Provider’s right, title and interest in, to and under (i) each RIC Contract originated under the Patient Financing Program following its Service Date, (ii) all documentation pertaining to each Contract purchased hereunder, including, without limitation, and any records owned by Provider relating to the Contract but excluding any and all healthcare records (the “Contract Documents”); (iii) all collateral securing the Contract, if any; (iv) all accounts, accounts receivable, contract rights, claims, choses in action, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, refunds, equipment, goods, inventory, notes, drafts, letters of credit, advices of credit, leasehold interests, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to the Contract, and (v) all income, accessions, profits and proceeds of the foregoing ((i) through (v), collectively, a “RIC Contract Portfolio”).

(b) Upon receipt of the Purchase Price, (i) Provider shall be deemed to have sold, transferred, assigned, set over and conveyed to Covered Care, without recourse, and without any representation or warranty of any kind, except for the representations, warranties and terms and provisions of this Agreement, all the right, title and interest of Provider in and to the applicable Contract Portfolio, and Covered Care shall be deemed to have purchased and accepted such RIC Contract Portfolio.

III.2 With regard to RIC contracts, it is intended that the transactions contemplated by this Agreement constitute absolute conveyances of each Contract Portfolio purchased by Covered Care hereunder, and not a grant of a security interest by Provider to secure a loan by Covered Care. If, notwithstanding the intention of the parties, the sale by Provider of a RIC Contract Portfolio hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a “security agreement” under the UCC and other applicable law and Provider hereby grants to Covered Care a “security interest” under the UCC in all of Provider’s right and title and interest in, to and under the Contracts and other items comprising each RIC Contract Portfolio sold or purported to be sold by Covered Care hereunder, now existing or hereafter acquired or originated, to secure a loan in an amount equal to the sum of (i) aggregate purchase price paid by Covered Care for such RIC Contract Portfolios, together with interest thereon equal to all interest and other amounts accruing under the purchased RIC Contract Portfolios, and (ii) all of Provider’s other payment obligations under this Agreement. For this purpose and without being in derogation of the parties’ intention that the sale of a RIC Contract Portfolio by Provider to Covered Care hereunder shall constitute a true sale thereof, in addition to the rights and remedies provided to a secured creditor under the UCC and other applicable laws (including the absolute right to file one or more UCC financing statements and to take other steps necessary to perfect its interests as a secured creditor), Covered Care and its assigns shall have the rights and remedies under this Agreement, which rights and remedies shall be cumulative. The provisions of this paragraph shall survive the termination of this Agreement.

III.3 Sale Closing and Sale Closing Date.

(a) A “Sale Closing” shall mean, with regard to any sale and purchase of a RIC Contract Portfolio, the payment by Covered Care of the Purchase Price, and the consummation of the sale of a RIC Contract Portfolio pursuant to this Agreement, and the date on which each Sale Closing occurs shall be a “Sale Closing Date”.

(b) In respect of each RIC Contract Portfolio purchased hereunder, as of the Sale Closing Date, Covered Care shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to such RIC Contract (other than those arising as a result of a breach of any representation, warranty or covenant by Provider arising from and after such Sale Closing Date, including without limitation, Provider’s obligations set forth in Section 7.13).

III.4 Each party hereto hereby represents and warrants to the other party hereto that, as of each Sale Closing Date for RIC Contract Portfolio Purchases:

(a) This Agreement effects a valid sale, transfer and assignment of the RIC Contract Portfolios purchased by Covered Care hereunder, enforceable against Provider and creditors of and purchasers from Provider.

(b) Provider has good and marketable title to, and is the sole owner of, each of the Contracts and all other property comprising the corresponding RIC Contract Portfolio to be conveyed to Covered Care on the applicable Sale Closing Date, and each RIC Contract Portfolio purchased by Covered Care hereunder shall be conveyed to Covered Care free and clear of all liens, claims, encumbrances and other charges whatsoever. At each Sale Closing, no RIC Contract Portfolio then being acquired or originated by Covered Care will be subject to any agreement to assign, convey and/or transfer such RIC Contract Portfolio, in whole or in part, except as set forth in this Agreement.

(c) Provider shall convey to Covered Care its entire interest in each RIC Contract Portfolio to be conveyed on the applicable Sale Closing Date, free and clear of any liens and encumbrances, and the transfer of each RIC Contract Portfolio to Covered Care at such Sale Closing Date will be treated by Provider for financial accounting, reporting and all other purposes as a sale of assets.

(d) Other than the security interest granted to Covered Care pursuant to Section 3.2, Provider has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed all or a portion of its right, title and interest in and to any of the Contracts purchased by Covered Care hereunder. Provider has not authorized the filing of and is not aware of any financing statements filed against Provider that include a description of collateral covering any Contracts offered for sale hereunder, other than any financing statement relating to the security interest granted to Covered Care hereunder. Provider is not aware of any judgment or tax lien filings against Provider.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

IV.1 Each party hereto hereby represents and warrants to the other party hereto that, as of the Effective Date and throughout the term of this Agreement:

(a) Such party is duly qualified to do business, is in good standing and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, the solicitation or origination of Contracts, the servicing of the Contracts as required by this Agreement, and its other obligations hereunder and under the other Contract Documents) requires or shall require such qualification except where the failure to so qualify or obtain such licenses or consents would not reasonably be expected to have a material adverse effect.

(b) Such party has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and all instruments and other documents executed and delivered by it in connection herewith. The execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary action on the part of such party and do not and will not require any consent, license or approval of any other third party, including any governmental authority, that has not been obtained, or violate any provision of such party’s organizational documents.

(c) This Agreement constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity).

(d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, nor compliance with its terms and conditions, will conflict with, result in the breach of, or constitute a default under, any agreement or other instrument to which such party is a party.

(e) There are no judgments, proceedings or investigations pending against such party or, to the best of such party’s knowledge, threatened against such party which could reasonably be expected to have a material adverse effect on such party’s ability to perform its obligations under this Agreement.

(f) Each party represents and warrants to the other party that it has, and will continue to have for so long as it receives or retains Protected Personal Information (as applicable to this Agreement), adequate administrative, technical, and physical safeguards (i) to ensure the security and confidentiality of Protected Personal Information and other patient records and information, (ii) to protect against any anticipated threats or hazards to the security or integrity of such Protected Personal Information and other information and records, and (iii) to protect against unauthorized access to or use of such Protected Personal Information, records or information which could result in substantial harm or inconvenience to any patient or Practice. As used in this Agreement: (1) “Protected Personal Information” means, singly and collectively, NPI, Protected Health Information, CPI and Personal Information and shall include, without limitation, information about a patient of any Practice that is not generally available to the public and is (i) provided to obtain a financial product or service via Covered Platform and Patient Financing Program; (ii) resulting from any transaction involving a financial product or service between Covered Care (or their affiliates) and a patient or Practice; or (iii) otherwise obtained in connection with providing a financial product or service; (2) “Nonpublic Personal Information” or “NPI” shall have the same meaning as is given that term in GLB and shall also include any list, description, or other grouping of patients or Provider (and publicly available information pertaining to them) that is derived using any information described in the definition of Protected Personal Information that is not publicly available; (4) “GLB” means the Gramm-Leach-Bliley Act and any regulations promulgated thereunder, as the same may be amended from time to time; (5) “Protected Health Information” shall have the same meaning as is given that term in HIPAA; and (6) “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and any regulations promulgated thereunder, as the same may be amended from time to time. “HITECH ACT” means the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005, and any regulations promulgated thereunder, as the same may be amended from time to time.

(g) Such party is solvent and no voluntary or involuntary bankruptcy petition has been commenced by or against such party, nor has such party made an offer of assignment or compromise for the benefit of creditors. Such party will not be rendered insolvent by the consummation of the transactions contemplated hereby.

IV.2 Covered Care hereby represents and warrants to Provider that, as of the Effective Date and throughout the term of this Agreement,

the Covered Platform when used in accordance with this Agreement, including all software and marketing, in connection with the offering of Patient Financing Program and use of the Covered Platform patients does and will at all times comply with provisions of all Applicable Laws. Provider agrees to follow Covered Care instructions in connection with the operation of the Covered Platform and Patient Financing Program as provided in this Agreement. “Applicable Laws” means all applicable laws of any jurisdiction, including banking laws, consumer credit laws, consumer privacy laws, truth-in-lending laws, securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs and orders or like actions of any Competent Authority and the rules, regulations, orders, interpretations, licenses and permits of any Competent Authority. “Competent Authority” means any federal, state, county, local or municipal governmental or quasi-governmental body, bureau, commission, board, board of arbitration, instrumentality, authority, agent, court, department, inspectorate, official or public or statutory person (whether autonomous or not) having jurisdiction over this Agreement, any Provider or any of the parties to this Agreement.

IV. 3Provider hereby represents and warrants to Covered Care that, as of the Effective Date and throughout the term of this Agreement:

(a) The execution, delivery and performance by Provider of this Agreement and the transactions contemplated hereby do not and will not require any registration with, consent or approval of, notice to, or other action to, with or by any governmental authority, as of the date of this Agreement other than (i) those that have already been obtained and are in full force and effect, or (b) any consents or approvals the failure of which to obtain will not have a material adverse effect.

(b) All United States federal income tax returns and all other material tax returns and reports of Provider required to be filed by Provider have been filed, and all taxes shown on such tax returns to be due and payable, and all other material taxes upon Provider and upon its properties, assets, income, businesses and franchises which are due and payable, have been paid prior to the date on which any penalty or other liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of Provider in accordance with GAAP. As of the closing date, to the knowledge of Provider, no tax return of Provider is under audit or examination by any governmental authority and no notice of any audit or examination or any assertion of any claim for taxes has been given or made by any governmental authority.

(c) Since the effective date of this Agreement, no event, circumstance or change has occurred that has had or may be reasonably expected to have, individually or in the aggregate, a material adverse effect on the business, operations or financial condition of Provider.

ARTICLE V

PORTFOLIO SERVICING

V.1 Covered Care shall service the Contracts in accordance with the servicing standards established by Covered Care at its sole discretion in compliance with all Applicable Law.

V.2 Provider shall not accept payments for Contracts and shall instruct Patient to send payment directly to Covered Care in the manner prescribed by Covered Care.

V.3 From and after the execution date of this Agreement, with respect to any Contract originated under the Covered Platform, and for any RIC Contract Portfolio purchased hereunder, Provider hereby acknowledges and agrees that Covered Care will have the exclusive right to service such Contracts and the RIC Contract Portfolios purchased hereunder (collectively, the “Servicing Rights”).

V.4 If any actions of Provider are necessary or appropriate in connection with the servicing and administration of the Contracts and the performance of Covered Care’s obligations hereunder, then Provider shall use its reasonable efforts to perform such actions in a timely manner and to cooperate with and assist Covered Care in connection with such actions. If reasonably required by Covered Care, at Covered Care’s expense, Provider shall furnish Covered Care with any documents necessary or appropriate to enable Covered Care to carry out its servicing and administrative duties under this Agreement.

ARTICLE VI

TERM AND TERMINATION

V1.1 Term and Termination of Agreement.

(a) This Agreement shall remain in effect for a period of one (1) year from the date hereof (the “Initial Term”). This Agreement shall be renewed automatically for succeeding terms of one (1) year unless, either party gives the other party written notice at least ninety (90) days prior to the expiration of any term, of the parties intention not to renew.

(b) Covered Care shall have no further obligation to originate or purchase any Contracts under the Patient Financing Program if Covered Care reasonably determines that the financing or purchase of Contracts under this Agreement would violate any Applicable Law or regulation.

(i) (A) either party hereto files a petition in bankruptcy or other insolvency proceedings or has such a petition filed against it, (B) any petition is filed or other action taken to declare a party hereto bankrupt or to appoint a trustee, receiver, or liquidator of such party or substantially all of its assets, or (C) any proceeding or other action is commenced or taken for the dissolution or liquidation of a party hereto, in each case provided that such petition, proceeding or other action has not been dismissed or stayed within sixty (60) days following the filing thereof; or

(ii) The material breach by the other Party of this Agreement. Upon discovery by either Provider or Covered Care of a breach of any of the foregoing representations and warranties of Provider in Sections 3.1 and 3.3, the party discovering such breach shall give prompt written notice to the other party and provide the breaching party an opportunity to cure such breach in all material respects. Within five (5) business days of the receipt of written notice of any breach set forth in the immediately preceding sentence, Provider shall, in Covered Care’s sole discretion, (i) cure such breach in all material respects or (ii) Provider shall deliver the full amount of the Purchase Price net of any payments received from Patients to Covered Care by wire transfer of immediately available funds to an account specified by Covered Care.

V1.2 Survival of Terms. Sections 2.8, 3.6, 5.2, 5.3, 5.4, 7.4, 7.5, 7.6, 7.7, 7.8, 7.13, 8.6, 8.7 and 8.8 shall survive the termination of this Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

VII.1 This Agreement shall be binding upon and inure to benefit of the parties hereto and their respective successors and permitted assigns. Neither Provider nor Covered Care shall assign all or any portion of its rights or delegate all or any portion of its obligations under this Agreement without the prior written consent of the other party.

VII.2 This Agreement may be amended solely by a written agreement executed by the parties hereto.

VIII.3 All notices, requests, demands or other communications to be given pursuant to the terms of this Agreement shall be in writing and effective (a) when delivered, if personally delivered, (b) when receipt is electronically confirmed, if faxed or emailed or (c) one day after deposit with a nationally-recognized overnight mail service or courier, or when mailed first class, postage prepaid, in each case to the intended recipient at the address set forth under the applicable party’s signature hereto. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth.

VII.4 Intellectual Property

(a) “Intellectual Property” means any and all common law and statutory rights in, arising out of, or associated with: (i) trademarks, service marks, brand names, domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) United States and foreign patents and utility models and applications thereof and all divisions, continuations, continuations-in-part, provisional, re-examinations and renewal applications; and including renewals, extensions and reissues; (iii) trade secrets, confidential information and know-how; (iv) databases and other compilations of information; (v) copyright registrations and applications thereof, and all other rights corresponding thereto throughout the world, including mask rights and all renewals, extensions, restorations and reversions thereof; (vi) industrial designs, (vii) all moral and economic rights of authors and inventors, however denominated, and (viii) any similar or equivalent rights to any of the foregoing (as applicable).

(b) Each party is and shall remain the owner of all Intellectual Property that it owns or controls as of the effective date of this Agreement (“Pre-Existing Intellectual Property”). Covered Care shall be the sole owner of the Covered Platform and any new Intellectual Property developed or arising in connection therewith following the effective date of this Agreement. If, in the course of performing its obligations under this Agreement Covered Care incorporates any Pre-Existing Intellectual Property of Provider into the Covered Platform, Covered Care is hereby granted and will have a royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenses) to modify and use such Pre-Existing Intellectual Property as part of the Covered Platform for the term of this Agreement.

VII.5 Confidentiality.

(a) “Confidential Information” as used herein shall mean any and all documents, instruments, proprietary and technical knowledge, data or information in tangible or intangible form relating to business, product, marketing, licensing or sales activities, policies, practices, outlooks, studies, reports, analyses, strategies or forecasts, finances, revenue, pricing, costs or profits, released or unreleased products including, but not limited to, software, hardware, development, research, designs, specifications, performance characteristics, code, formulas, algorithms, data, techniques, processes, inventions, testing strategies, industry, Patient or consumer information, and third party confidential information provided by either party (in such capacity, the “Disclosing Party”) and/or any affiliate, director, officer, manager, shareholder, co-investor, member, advisor, agent, employee, financial advisor, consultant, attorney, accountant, financing source or other authorized representative (each a “Representative” and collectively the “Representatives”) of the Disclosing Party to the other party (in such capacity, the “Receiving Party”) or any Representative of the Receiving Party in whatever manner or form.

(b) Except as otherwise expressly provided herein, the Receiving Party agrees to retain the Confidential Information in strict confidence with at least the same level of care as it protects its own confidential information of similar nature, but not less than a reasonable and prudent level of care, from the date of receipt of the Confidential Information and shall not disclose the Confidential Information to any third party, except as previously approved in writing by the Disclosing Party, and will use and reproduce the Confidential Information solely for the purpose of (a) evaluating any proposed transactions between the parties, or (b) performing any transactions agreed to be undertaken by the Parties. The Receiving Party may permit access to Confidential Information by certain of its Representatives who have a reasonable need to know such Confidential Information; provided, that the Receiving Party will inform such Representatives of the confidential nature of the Confidential Information and will be responsible for any breach of this Agreement by such Representatives. In the event of a breach of this Agreement by Receiving Party or any of its Representatives, the Receiving Party agrees to provide notice to the Disclosing Party within one (1) business day of the discovery of such breach by Receiving Party.

(c) The Receiving Party’s obligations under this Agreement with respect to any portion of the Confidential Information shall not apply if: (a) such Confidential Information was in the public domain at the time it was communicated to the Receiving Party; (b) such Confidential Information becomes publicly known from a source having the right to disclose such Confidential Information and through no wrongful act on the part of the Receiving Party or any of its Representatives; (c) such Confidential Information was in the Receiving Party’s possession free of any obligation or restriction of confidence at the time of disclosure by the Disclosing Party or any of its Representatives; (d) such Confidential Information was wholly and independently developed by the Receiving Party or any of its Representatives without reference to or use of any Confidential Information subject to this Agreement and without breach of this Agreement; or (e) such Confidential Information is required to be disclosed in response to a valid order by a court or other governmental agency of competent jurisdiction (solely with respect to such disclosure); provided, that the Receiving Party shall use its best-efforts to provide the Disclosing Party with prior notice of such disclosure in order to permit the Disclosing Party to seek, at its sole expense, an appropriate protective order or confidential treatment of such Confidential Information, and provided further, that the Receiving Party shall supply only that portion of the Confidential Information that is legally required to be disclosed to such court or governmental agency in accordance with the applicable order. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information without prior notification to the Disclosing Party with respect to routine disclosures to regulatory authorities having jurisdiction over the Receiving Party or its Representatives; provided, that such disclosures are not made in connection with any investigation or inquiry concerning any proposed, ongoing or consummated transaction between the Parties, and provided further, that the Receiving Party shall provide notice to the Disclosing Party after such disclosures are made.

(d) Upon the earlier of the expiration or termination of this Agreement, the Disclosing Party may direct the Receiving Party to destroy or return all or any portion of the Confidential Information, in Disclosing Party’s sole discretion. Upon request by the Disclosing Party, the Receiving Party shall provide a written certification that all Confidential Information in the possession of the Receiving Party and any of its Representatives has been destroyed or returned, as applicable. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain a copy of any Confidential Information required to be retained by the Receiving Party under Applicable Law or under any recordkeeping or document retention policies of the Receiving Party.

VII.6 THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. SUBJECT TO SECTION 7.13, ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS, MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF TEXAS LOCATED IN DALLAS COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS. COVERED CARE AND PROVIDER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. COVERED CARE AND PROVIDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

VII.7 If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, terms or provisions of this Agreement.

VII.8 EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

VII.9 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations or warranties of the parties. No alteration, amendment, modification or waiver of any of the terms or provisions hereof, and no future representation or warranty by either party with respect to this transaction, shall be valid or enforceable, unless the same shall be in writing and signed by the party against whom enforcement of same is sought.

VII.10 Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall the waiver of any right, remedy, power or privilege with respect to any one occurrence extend to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

VII.11 This Agreement may be executed by facsimile or other electronic transmission and in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

VII.12 NOT IN LIMITATION OF ANY OTHER RIGHT OR REMEDY CONTAINED HEREIN, IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF COVERED CARE AND PROVIDER (AS APPLICABLE, THE “INDEMNIFYING PARTY”) HEREBY AGREES TO INDEMNIFY, DEFEND, EXONERATE AND HOLD THE OTHER PARTY HERETO AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, APPROVED FUNDS AND AGENTS OF COVERED CARE, EACH LENDER AND ANY ASSIGNEE OF SUCH PARTY (EACH AN “INDEMNIFIED PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE AND DOCUMENTED, OUT-OF-POCKET ATTORNEY COSTS ARISING OUT OF OR IN CONNECTION WITH (I) ANY CLAIM BY A THIRD PARTY ARISING OUT OF A BREACH BY THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, (II) ANY VIOLATION OF APPLICABLE LAW BY OR ON BEHALF OF THE INDEMNIFYING PARTY, (III) ANY UNAUTHORIZED USE BY OR ON BEHALF OF THE INDEMNIFYING PARTY OF ANY PROPRIETARY SOFTWARE OF THE INDEMNIFIED PARTY, (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY OR ON BEHALF OF THE INDEMNIFYING PARTY, IN EACH CASE AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. ADDITIONALLY, PROVIDER HEREBY AGREES TO INDEMNIFY, DEFEND, EXONERATE AND HOLD COVERED CARE AND EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, APPROVED FUNDS AND AGENTS, LENDERS AND ANY ASSIGNEES FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE AND DOCUMENTED, OUT-OF-POCKET ATTORNEY COSTS ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM BY ANY PATIENT ARISING OUT OF PROVIDER’S PROVISION OF SERVICES TO ITS PATIENTS INCLUDING, WITHOUT LIMITATION, CLAIMS THAT SUCH SERVICES ARE DEFICIENT OR THE PROVISION THEREOF CONSTITUTES PROFESSIONAL MALPRACTICE.

VII.13 Arbitration.

(a) Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(b) The procedures specified in this Section 7.13 shall be the sole and exclusive procedures for the resolution of Disputes between the parties arising out of or in connection with this Agreement; provided, however, that a party, without prejudice to the above procedures, may seek a preliminary injunction or other preliminary judicial relief in the court if in its sole judgment such action is necessary to avoid irreparable damage. Despite such action, the parties shall continue to participate in good faith in the procedures specified in this Section 7.13.

VII.14 Nothing in this Agreement, express or implied, shall give to any person, other than the parties to this Agreement and their successors and permitted assigns, any benefit or any legal or equitable right, power, remedy or claim under this Agreement.

ARTICLE VIII

BUSINESS ASSOCIATES AGREEMENT

VIII.1 Definitions. For purposes of this Article VIII, the following capitalized terms shall have the meanings ascribed to them below. Terms used but not otherwise defined in this Article VIII shall have the same meaning as set forth in the HIPAA Rules.

(a) “Breach” shall have the meaning given to such term under 45 Code of Federal Regulations (“CFR”) Section (“§”) 164.402.

(b) “Designated Record Set” shall have the meaning given to such term under 45 CFR §164.501.

(d) “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder, as amended.

(e) “Individual” shall have the meaning given to such term under 45 CFR §160.103, and shall include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g).

(f) “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.

(g) “Protected Health Information” shall have the meaning given to such term under 45 CFR §160.103, limited to the information created, received, maintained and/or transmitted by the Business Associate from or on behalf of the Covered Entity.

(h) “Required by Law” shall have the meaning given to such term under 45 CFR §164.103.

(i) “Secretary” shall mean the Secretary of the Department of Health and Human Services or his/her designee.

(j) “Security Rule” shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C.

(k) “Unsecured Protected Health Information” shall have the meaning given to such terms under 45 CFR §164.402.

VIII.2 Obligations and Activities of Covered Care.

(a) Covered Care agrees to not use or disclose Protected Health Information other than as permitted or required by this Article VIII or as Required by Law.

(b) Covered Care agrees to use appropriate safeguards, and to comply with the Security Rule with respect to Electronic Protected Health Information, to prevent the use or disclosure of Protected Health Information other than as provided for by this Article VIII.

(c) Covered Care agrees to mitigate, to the extent practicable, any harmful effect that is known or should be known to Covered Care of a use or disclosure of Protected Health Information by Covered Care in violation of the requirements of this Article VIII.

(d) Covered Care agrees to report promptly to Provider after any use or disclosure of Protected Health Information not provided for by this Article VIII or discovery of such Security Incident, as defined by the Security Rule of which it becomes aware.

(e) Covered Care shall, following the discovery of a Breach of Unsecured Protected Health Information, notify Provider of such Breach without unreasonable delay, and in no case later than four (4) business days after Covered Care’s discovery of such Breach (subject to any extension permitted for a law enforcement delay under 45 CFR §164.412). Such notice shall include:

(i) the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed to have been, accessed, acquired or disclosed during such Breach;

(ii) the identification of each Individual and/or Entity receiving Unsecured Protected Health Information and the manner in which the breach was transmitted, if known, including but not limited to hard copy, email or facsimile.

(iii) a brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known;

(iv) a description of the types of Unsecured Protected Health Information involved in the Breach (including but not limited to full name, Social Security number, date of birth, home address, email address(es), Provider account number or phone number or any and all types potentially breached);

(v) the steps Individuals should take to protect themselves from potential harm resulting from the Breach; and,

(vi) a brief description of what Covered Care is doing to investigate the Breach, mitigate losses, and prevent further Breaches. Such description will include an offer by Covered Care to notify the Individual as outlined above described under 45 CFR §164.404(2)(e) in accordance with the requirements of Provider. Notification to the Individual will include an offer of a twelve month (12 mo.) service of identity theft protection and monitoring under the direction and approval of Provider, such approval shall not be unreasonably withheld by Provider. Promptly thereafter, as requested by Provider, Covered Care shall provide contact procedures for Individuals to ask questions or learn additional information, which will include an e-mail address, website, postal address and toll-free phone number with a direct extension to a knowledgeable representative with access to such relevant details.

(f) Covered Care agrees to ensure that its agents and/or subcontractors that create, receive, maintain and/or transmit Protected Health Information (which is Protected Health Information that Covered Care creates, receives, maintains and/or transmits on behalf of Provider) agree to the same restrictions and conditions that apply through this Article VIII to Covered Care with respect to such information.

(g) Covered Care agrees to provide access, at the request of Provider, within four (4) calendar days to Protected Health Information in a Designated Record Set, to Provider or, as directed by Provider, to an Individual in order to meet the requirements under 45 CFR §164.524.

(h) Covered Care agrees to make amendment(s) to Protected Health Information in a Designated Record Set pursuant to 45 CFR §164.526, only as directed by Provider, within four (4) calendar days and in the manner reasonably designated by Provider; or within an alternative time period agreed to by Provider;

(i) Covered Care agrees to make internal practices, books, and records, including policies and procedures, relating to the use and disclosure of Protected Health Information received from, or created or received by, Covered Care on behalf of Provider available to Provider or the Secretary, in a time and manner reasonably designated by Provider or the Secretary, and within four (4) calendar days when required by Provider or Secretary; for purposes of having the Secretary determine Provider’s compliance with the HIPAA Rules.

(j) Covered Care agrees to notify Provider upon receipt of such notification from the Secretary, and no later than within two (2) calendar days; providing all such requested materials to Provider ahead of or concurrently with such submission to the Secretary.

(k) Covered Care agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Provider to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528.

(l) Covered Care agrees to provide to Provider (or to an Individual, if directed by Provider), in the time and manner reasonably requested by Provider, information collected in accordance with Section 8.2(j) above, to permit Provider to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528.

(m) To the extent Covered Care has been engaged to perform any obligation described in Subpart E of 45 CFR Part 164, Covered Care agrees to comply directly with the requirements of Subpart E in performing such obligation.

VIII.3 Permitted Uses and Disclosures by Covered Care.

(a) Except as otherwise limited in this Article VIII, Covered Care may use or disclose Protected Health Information to perform any and all necessary functions, activities, or services for, or on behalf of, Provider as specified herein, provided that such use or disclosure would not violate the Privacy Rule if done by Provider. When using or disclosing Protected Health Information or when requesting Protected Health Information from Provider, Covered Care shall limit Protected Health Information to the minimum necessary to accomplish the intended purpose of the use, disclosure or request.

(b) Specific Use and Disclosure Provisions.

(i) Except as otherwise limited in this Article VIII, Covered Care may use Protected Health Information for the proper management and administration of Covered Care, or to carry out the legal responsibilities of Covered Care.

(ii) Except as otherwise limited in this Article VIII, Covered Care may disclose Protected Health Information for the proper management and administration of Covered Care, provided that disclosures are Required by Law, or Covered Care obtains reasonable assurances from the person and/or entity to whom the information is disclosed that it will remain strictly confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person and/or entity, and the person and/or entity notifies Covered Care of any instance(s) of which it is aware in which the confidentiality of the information has been breached.

(iii) Except as otherwise limited in this Article VIII, Covered Care may use Protected Health Information to provide Data Aggregation services to Provider as permitted by 45 CFR §164.504(e)(2)(i)(B).

VIII.4 Obligations of Provider.

(a) Provisions for Provider to Inform Covered Care of Privacy Practices and Restrictions.

(i) Provider shall notify Covered Care of any limitation(s) in its notice of privacy practices in accordance with 45 CFR §164.520, to the extent that such limitation may affect Covered Care’s use or disclosure of Protected Health Information.

(ii) Provider shall notify Covered Care of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Covered Care’s use or disclosure of Protected Health Information within thirty (30) days of receiving knowledge of such event.

(iii) Provider shall notify Covered Care of any restriction to the use or disclosure of Protected Health Information that Provider has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Covered Care’s use or disclosure of Protected Health Information.

(b) Provider shall not request Covered Care to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Provider, except as otherwise contemplated herein.

VIII.5 Covered Care agrees that if it (or any of its agents or subcontractors) conducts electronic transmissions on behalf of Provider for which the Secretary has established a “standard transaction,” Covered Care (and such agents and subcontractors) shall comply with the requirements of the Standards for Electronic Transactions under 45 CFR Parts 160 and 162.

VIII.6 Applicability of This Article VIII.

(a) The provisions of this Article VIII shall survive termination of this Agreement, and shall be of no further force and effect upon such date as all Protected Health Information provided by Provider to Covered Care, or created or received by Covered Care on behalf of Provider, is destroyed or returned to Provider, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section 8.6.

(b) Upon Provider’s knowledge of a material breach of the terms of this Article VIII by Covered Care, Provider shall provide an opportunity for Covered Care to cure the breach or end the violation, if such breach or violation is susceptible to cure. If such breach or violation is not susceptible to cure, or if Covered Care fails to cure such breach or violation, then, at Provider’s sole option, the provisions of this Article VIII shall no longer be of any further force and effect.

(i) Except as provided in Section 8.6(c)(ii), upon termination of the applicability of this Article VIII, for any reason, Covered Care shall return or destroy all Protected Health Information received from Provider, or created or received by Covered Care on behalf of Provider. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Covered Care. Covered Care shall retain no copies of Protected Health Information.

(ii) In the event that Covered Care determines that returning or destroying Protected Health Information is infeasible (because such information is needed for its own management and administration or to carry out its legal responsibilities), Covered Care shall provide to Provider notification of the conditions that make return or destruction infeasible, retain such Protected Health Information, and either return or destroy the remainder of the Protected Health Information. Covered Care shall extend the protections of this Article VII to the retained Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Covered Care maintains such Protected Health Information.

(d) Covered Care agrees to include in its agreements with any agents or subcontractors that create, receive, maintain and/or transmit Protected Health Information (which is Protected Health Information that Covered Care creates, receives, maintains and/or transmits on behalf of Provider) termination provisions that mirror the terms set forth in this Section 8.6.

VIII.7 Notwithstanding any limitation of liability provision or any other provision in this Article VIII to the contrary, Covered Care shall indemnify, hold harmless and defend Provider, its manager, officers, directors, employees, affiliates, agents, successors and assigns, from and against any and all liabilities, losses, costs, claims, suits, actions, proceedings, demands, judgments, settlements, and assessments brought or made by a third party, arising out of or relating to the acts or omissions of Covered Care or any of its officers, directors, employees, affiliates, agents, subcontractors, successors or assigns in connection with the obligations set forth in this Article VIII. Covered Care shall maintain the appropriate amount of liability insurance to cover claims relating to violations of the HIPAA Rules and any other applicable patient privacy laws. The indemnification obligations set forth herein shall survive the termination of this Article VIII.

VIII.8 Covered Care will maintain cyber/privacy liability insurance with limits of liability up to Five Million Dollars and No Cents ($5,000,000.00) per each claim and in the aggregate, or other amounts as may be required by Applicable Law with a financially rated insurer with a minimum AM Best rating of A. Covered Care shall name Provider as an additional insured on its insurance policy or policies on a primary and non-contributory basis. Such insurance shall include an Insurer’s waiver of subrogation in favor of the additional insured(s). Covered Care shall provide Provider with a certificate or certificates of such insurance reflecting the requested coverage herein. The obligations under this Section 8.8 will survive any termination (regardless of the cause of termination), non-renewal, or expiration of this Agreement. Covered Care shall provide thirty (30) days’ notice to Provider of any material change, termination, or lapse in coverage. Failure to notify provider of any material change, termination, or lapse in coverage will be considered a material breach.

VIII.9 Miscellaneous.

(a) A reference in this Article VIII to a section in the HIPAA Rules means the section as in effect or as amended.

(b) The parties hereto acknowledge and agree that Covered Care shall, at all times, act as an independent contractor of Provider. Covered Care is not an agent or employee of Provider and Provider shall not direct, control or supervise Covered Care in its methods of performance hereunder.

(c) The parties agree to take such action as is necessary to amend this Article VIII from time to time as is necessary for Covered Care and the Provider to comply with the requirements of the HIPAA Rules.

(d) The respective rights and obligations of Covered Care under Section 8.6(c) above of this Agreement shall survive the termination of this Agreement.

(e) Any ambiguity in this Article VIII shall be resolved to permit Covered Care and Provider to comply with the HIPAA Rules.

(f) Nothing expressed or implied in this Article VIII is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.