A. MindMetrix is engaged in the business of providing access to and use of its proprietary online mental health assessment.

B. Licensee is interested in obtaining access to and use of such online mental health assessment from MindMetrix.

AGREEMENT In consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereby agree as follows:

Article I: Tools and Services.

1.1. Grant. Subject to and conditioned on Licensee’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, MindMetrix agrees to grant and hereby grants Licensee and its Authorized Users a royalty free, non-exclusive, non-transferable, non-assignable, non-sublicensable right to access and use the Tools for the Permitted Use and otherwise in accordance with the Documentation and terms and conditions hereof. Licensee shall be responsible and liable for the acts and omissions of each Authorized User to the same extent as if such acts or omissions were by Licensee and Licensee shall ensure its Authorized Users’ compliance with the terms of this Agreement.

1.2. Access to MindMetrix Portal.

(a) Upon the Effective Date, MindMetrix will grant access to the provider portal for use by Licensee and its affiliated providers.

(b) Licensee shall be solely responsible for the security, confidentiality, and integrity of all messages and content, including Licensee Data, that Licensee receives, transmits or stores via the MindMetrix Portal.

(c) Licensee is responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to Licensee’s user accounts for the MindMetrix Portal. It is Licensee’s sole responsibility and Licensee agrees to bear all responsibility for the confidentiality of Licensee’s user accounts and all use or charges incurred from use of the MindMetrix Portal with Licensee’s user accounts.

1.3. Equipment. Licensee shall be solely responsible for providing, maintaining and ensuring compatibility with the access requirements, all hardware, software, electrical or other physical requirements for use of the Tools, including without limitation, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the Internet to use the Tools.

1.4. Availability. MindMetrix will ensure that the Tools perform at the service levels specified in Exhibit 1, which is attached hereto and incorporated herein.

1.5. Patient Support. In the event a patient reports issues with accessing or using the Assessment, Licensee shall direct such patient to contact MindMetrix directly for assistance, unless such issue is due to Licensee’s Systems.

1.6. Updates and Modifications. MindMetrix will make available to Licensee all features and functionality developed for the Tools and released commercially at no additional charge. Licensee acknowledges that MindMetrix may develop additional paid products and services in the future. If Licensee wishes to have access to such new products and services, MindMetrix shall provide a contract addendum to Licensee.

1.7. Suspension of Tools. MindMetrix may suspend Licensee’s or an Authorized User’s access to the Tools if: (a) Licensee fails to pay within five (5) days after MindMetrix gives written notice of any overdue Fees; (b) MindMetrix receives a judicial or other governmental demand or order or law enforcement request that requires MindMetrix to do so; or (c) MindMetrix believes, in its good faith and reasonable discretion, that Licensee or any Authorized User is using the Tools (i) unlawfully; or (ii) in breach of this Agreement (“Suspension”).

1.8. Use Restrictions. Licensee shall not use the Tools beyond the scope of the access granted in this Agreement and the Permitted Use. Except as this Agreement expressly permits, Licensee shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

(a) copy, modify or create derivative works or improvements of the Tools;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Tools to any Person, provided that Licensee may make the Assessment available to patients;

(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Tools, in whole or in part;

(d) bypass or breach any security device or protection used by the Tools;

(e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs;

(f) create Internet "links" to or from the Tools, or "frame" or "mirror" any of MindMetrix’s content which forms part of the Tools;

(g) interfere with or disrupt the integrity or performance of the Tools or the data contained therein or attempt to gain unauthorized access to the underlying intellectual property rights of the Tools, computer systems or networks related to the Tools;

(h) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Tools in whole or in part;

(i) remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Tools, including any copy thereof;

(j) access or use the Tools in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any Law; and

(k) access or use the Tools for purposes of competitive analysis of the Tools, the development, provision or use of a competing service or product or any other purpose that is to MindMetrix’s detriment or commercial disadvantage.

1.9. Third Party Materials. To the extent the Tools contain any Third-Party Materials, Licensee understands that MindMetrix takes no responsibility for such Third-Party Materials. Article II. Fees; Payment Terms.

2.1. Fees. In consideration for the right to access and use the Tools under this Agreement, Licensee shall pay MindMetrix a monthly subscription fee for unlimited use.

2.2. Late Fees. If Licensee fails to timely pay any undisputed fees, MindMetrix shall have the right to: (a) assess late charges in an amount equal to the lesser of one and one-half percent (1.5%) per month or the maximum allowable under Law; or (b) suspend access to the Tools for so long as the undisputed fees remain outstanding.

2.3. Taxes. All fees are exclusive of sales and other taxes and Licensee is responsible for payment of any applicable federal, state, local and city taxes. Licensee shall not be liable for any taxes based on MindMetrix’s net income or for which Licensee is exempt. If Licensee is exempt from federal and/or state taxes, Licensee shall provide MindMetrix with its tax-exempt certificate and/or tax-exempt determination letter, as applicable.

2.4. Payment Disputes. If, prior to the due date for payment under any invoice, Licensee notifies MindMetrix in writing that it disputes all or any portion of an amount invoiced, both parties will use commercially reasonable efforts to resolve the dispute within thirty (30) calendar days of MindMetrix’ receipt of the notice. If any amount remains disputed in good faith after such thirty (30) day period, either party may escalate the disputed items to the parties’ respective executive management to attempt to resolve the dispute. The parties agree that at least one of each of their respective executives will meet (which may be by telephone or other similarly effective means of remote communication) within ten (10) calendar days of any such escalation to attempt to resolve the dispute. If the parties’ executive managers are unable to resolve the dispute within ten (10) calendar days of such meeting, either party thereafter may file litigation in a court of competent jurisdiction.

2.5. No Deductions or Setoffs. All amounts payable to MindMetrix under this Agreement shall be paid by Licensee to MindMetrix in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than a deduction or withholding of tax as may be required by Law).

Article III. Additional Obligations.

3.1. Effect of Licensee Failure or Delay. MindMetrix is not responsible or liable for any delay or failure of performance caused in whole or in part by Licensee’s delay in performing, or failure to perform, any of its obligations under this Agreement.

3.2. Corrective Action and Notice. If Licensee becomes aware of any actual or threatened activity prohibited by Section 2.8, Licensee shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Tools; and (b) notify MindMetrix of any such actual or threatened activity.

3.3. HIPAA Compliance. Both parties shall abide by the terms of the MindMetrix Business Associate Agreement (“BAA”). In compliance with HIPAA, MindMetrix may create de-identified Protected Health Information from Licensee Data (“De-Identified Data”) in accordance with the standards set forth in 45 C.F.R. § 164.514(b) and may use, retain and disclose such De-Identified Data to the extent not prohibited by HIPAA. Upon de-identification, MindMetrix shall be deemed to own all right, title, and interest in the De-Identified Data.

3.4. Patient Care. Licensee and its Authorized Users will rely on their own discretion, experience and judgment in patient care, medical diagnosis, treatment, utilization management, and quality management, including without limitation, determining the correctness, completeness, timeliness, and suitability of data made available by patients and by the Results Report (collectively, “Patient Care”). Licensee acknowledges that the professional duty to a patient in the provision of healthcare services lies solely with the healthcare professionals providing direct patient care and Licensee and its Authorized Users shall be solely responsible for all decisions and actions taken or not taken involving Patient Care for their respective patients resulting from or in any way related to the use of the Results Report or the data made available thereby. Licensee understands and agrees that the results of the Assessment depends on the answers and data provided by patients, and MindMetrix is not responsible for any inaccurate answers or data provided by patients. Furthermore, Licensee understands and acknowledges that the Assessment was created and designed for individuals eighteen (18) years or older, and the tests included are not valid statistical measures for children and adolescents. The Assessment is designed for individuals who can read at or above a 7th grade level, are proficient in the English language, and have the ability to navigate a basic online interface. MindMetrix shall not be responsible for any use of the Assessment by patients or individuals that do not meet the criteria set forth in this Section. ACCORDINGLY, LICENSEE, FOR ITSELF AND ON BEHALF OF ITS AUTHORIZED USERS, WAIVES ANY CLAIMS AGAINST MINDMETRIX AND MINDMETRIX PERSONNEL FOR ANY LOSS, DAMAGE, CLAIM, OR COST RELATING TO OR RESULTING FROM LICENSEE’S USE OR MISUSE OF THE ASSESSMENT OR RESULTS REPORT OR THE DATA MADE AVAILABLE THEREBY FOR PATIENT CARE.

Article IV. Security:

4.1. Access and Security. MindMetrix will use commercially reasonable efforts to implement appropriate administrative, technical and physical measures to protect any Licensee Data processed by it against unauthorized and unlawful processing and against accidental loss, destruction, disclosure, damage, or alteration.

4.2. Licensee Control and Responsibility. Licensee has and will retain sole control and responsibility for: (a) the content, accuracy, and use of Licensee Data and transmission of Licensee Data by or on behalf of Licensee or any Authorized User; (b) all information, instructions and materials provided by or on behalf of Licensee or any Authorized User in connection with the Tools; (c) the operation, maintenance and management of, and all access to and use of Licensee Systems; (d) the security and use of Licensee’s and its Authorized Users’ user accounts and passwords; and (e) all access to and use of the Tools directly or indirectly by or through the Licensee Systems or its or its Authorized Users’ user accounts.

Article V. Intellectual Property Rights.

5.1. Tools. Licensee acknowledges that MindMetrix owns and/or licenses all rights, title, and interest in the Tools and the same shall be and remain at all times the property of MindMetrix. Licensee shall have no right, title, or interest in the Tools except for the limited license described herein subject to Licensee’s compliance with this Agreement, including without limitation the use restrictions in Section 2.8. In addition, MindMetrix owns its trade name, logos, service marks and trademarks, including all Intellectual Property Rights therein, that may be included in or on the Tools, including the Assessment and Results Report. Any and all right, title, and interest in and to the Third-Party Materials are and will remain with the respective rights holders in the Third-Party Materials, if any.

5.2. Results Report. Licensee acknowledges and agrees that the Results Report is solely for Licensee’s own use and analysis consistent with and as contemplated by the Permitted Use, and may not be transferred to any third party, except as required by Law. In addition, Licensee shall not publish the results included in the Results Report without MindMetrix’s prior written consent.

5.3. Licensee Data. As between Licensee and MindMetrix, Licensee is and will remain the sole and exclusive owner of all right, title and interest in and to all Licensee Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 6.4.

5.4. Consent to Use Licensee Data. During the term of the Agreement, Licensee hereby grants a limited, non-exclusive, non-transferrable license to MindMetrix to provide the Tools and perform its obligations under this Agreement.

Article VI. Confidentiality.

6.1. Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 8.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including the terms of this Agreement and information consisting of or relating to the Disclosing Party’s technology, software, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, the Tools (including any source code, object and algorithms relating thereto, all methods or concepts utilized therein, development level documentation, and all similar technical information pertaining to the same) are the Confidential Information of MindMetrix. Confidential Information shall not include any information that: (i) at the time of disclosure, or thereafter becomes, public knowledge without the fault of the Receiving Party; (ii) is acquired by the Receiving Party on a non-confidential basis from a third party, provided that such third party is not under a confidentiality obligation to the Disclosing Party with respect to such information; or (iii) is previously known to the Receiving Party without an obligation of confidence. The party relying on any of the foregoing exceptions shall have the burden of proof with respect to such exceptions.

6.2. Protection of Confidential Information. Subject to Section 7.4, the Receiving Party shall limit disclosure to those employees, contractors or agents who have a need to know and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.

6.3. Compelled Disclosures. If the Receiving Party is compelled by Law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party (if allowable by law) with prior notice of such compelled disclosure and reasonable assistance (at Disclosing Party’s cost) if the Disclosing Party wishes to contest the disclosure.

6.4. Period of Confidentiality. Each party will comply with Article VIII during the Term and for three (3) years after it terminates. With respect to Confidential Information that constitutes a trade secret under the laws of any jurisdiction, each party shall continue to comply with Article VIII until the Confidential Information loses its trade secret status other than due to an act or omission of the receiving party.

Article VII. Term and Termination.

7.1. Term. Contract will automatically renew each month unless terminated by either party as specified in section 8.2.

7.2. Termination. This Agreement may be terminated at any time by emailing support@mindmetrix.com. Licensee will be responsible for paying for the portion of the last month that they had access to the portal.

7.3. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate and MindMetrix will disable all access to the Tools;

7.4. Surviving Terms. The provisions in Section 2.7, Article VIII, Article X, Article XI, Article XII and Article XIV, and any other right or obligation that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

Article VIII. Representations and Warranties.

8.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:

(a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;

(c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

(d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

8.2. Additional MindMetrix Warranty. MindMetrix represents and warrants that the Tools provided under this Agreement will be provided and perform in substantial accordance with the Documentation. If, during the Term, the Tools do not perform as warranted, MindMetrix agrees to use commercially reasonable efforts to correct the errors which Licensee gives written notice of. In addition, MindMetrix represents and warrants that it has all right necessary to license the Tools and Third-Party Materials.

8.3. Additional Licensee Representations and Warranties. Licensee represents and warrants to MindMetrix that Licensee owns or otherwise has and will have the necessary rights and consents in and relating to the Licensee Data necessary to grant MindMetrix the right to access and receive such Licensee Data as contemplated by this Agreement and that such access and receipt of Licensee Data made available to MindMetrix does not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any Law.

8.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1 AND SECTION 9.2, ALL TOOLS ARE PROVIDED “AS IS” AND MINDMETRIX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND MINDMETRIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MINDMETRIX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE TOOLS OPERATE WITHOUT INTERRUPTION OR WILL BE ACCURATE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED ON AN “AS IS” BASIS AND MINDMETRIX DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT) WITH REGARD TO THIRD PARTY MATERIALS. Some states or jurisdictions do not allow the exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to Licensee.

Article IX. Indemnification.

9.1. MindMetrix Indemnification. MindMetrix shall indemnify, defend, and hold harmless Licensee and its directors, officers, employees, permitted successors and permitted assigns from and against all claims, losses and liabilities, including reasonable attorney’s fees, resulting from any claim, suit, action or proceeding (“Claims”) relating to a third party Claim alleging that the Tools infringe or misappropriate any U.S. Intellectual Property Right of such third-party; provided, however, that MindMetrix shall have no indemnification obligation under this Section 10.1 to the extent the Claim is based on or arising out of: (a) Third Party Materials; (b) Licensee’s unauthorized use of the Tools that does not conform with the terms of this Agreement or the Documentation; (c) any Licensee Data, Licensee Systems or other Licensee materials provided by Licensee or used in combination with the Tools; or (d) any modifications or changes made to the Tools under Licensee’s specifications or directions by or on behalf of any person other than MindMetrix.

9.2. Licensee Indemnification. Licensee shall indemnify, defend and hold harmless MindMetrix and its directors, officers, employees, contractors, agents, successors and assigns from and against all third party Claims, and causes of action resulting from or arising out of: (a) Licensee’s diagnosis, care and treatment of Licensee’s patients; or (b) alleging that Licensee Data, Licensee Systems or other Licensee materials, infringe or misappropriate any Intellectual Property Right of such third-party.

9.3. Indemnification Procedure.

(a) Each party shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to this Article X. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Claim, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Section except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure. In any defense under this Section, Indemnitor shall not make any admission, statement of liability or wrongdoing of any nature, acknowledgement, or make any statement that imposes any obligation on Indemnitee or other representation on behalf of or about Indemnitee without the express prior written permission of Indemnitee. The Indemnitor must obtain the prior written consent of the Indemnitee before entering into any settlement of any Claim. The Indemnitee is permitted to assist in the defense of the Claim at its own cost and expense.

9.4. Mitigation. If any of the Tools are, or in MindMetrix’ opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Licensee’s or any Authorized User’s use of the Tools is enjoined or threatened to be enjoined, MindMetrix may, at its option and sole cost and expense: (a) obtain the right for Licensee to continue to use the Tools materially as contemplated by this Agreement; (b) modify or replace the Tools, in whole or in part, to seek to make the Tools (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Tools, as applicable, under this Agreement; or (c) by written notice to Licensee, terminate this Agreement with respect to all or part of the Tools, and require Licensee to immediately cease any use of the Tools or any specified part or feature thereof, provided that, subject to Licensee’s compliance with its post-termination obligations set forth in Article IX, Licensee will be entitled to a refund of any amounts pre-paid for Tools not yet provided. This Section 10.4 sets forth Licensee’s sole remedies and MindMetrix’ sole liability and obligation for any actual, threatened or alleged claims that the Tools infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, including with regards to its indemnification obligation under Section 10.1.

Article X. Limitations of Liability.

10.1. Limitation on Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE TOOLS ARE TO BE USED AT CLINICIAN DISCRETION, THAT MINDMETRIX DOES NOT PRACTICE MEDICINE, PHARMACY OR NURSING AND, THEREFORE, LOSSES RELATED TO MEDICAL MALPRACTICE AND SIMILAR CLAIMS OR CAUSES OF ACTION ARE CONSEQUENTIAL DAMAGES AND WAIVED UNDER THE PRECEDING SENTENCE.

10.2. CAP ON MONETARY LIABILITY. EXCEPT FOR LICENSEE’S BREACH OF SECTION 2.8 – USE RESTRICTIONS, OR EITHER PARTY’S BREACH SECTION 11 – MUTUAL INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY OR DUE FROM LICENSEE UNDER THIS AGREEMENT FOR THE TOOLS DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

Article XI. Force Majeure.

11.1. No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, pandemic, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of ninety (90) days or more.

Article XII. Miscellaneous.

12.1. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

12.2. Notices. All notices under this Agreement shall be in writing and addressed to a party at the address set forth on the first page of this Agreement (or to such other address or such other person that such party may designate from time to time). Notices shall be deemed to have effectively been given: (a) personal delivery with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or e-mail, (confirmed delivery), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

12.3. Entire Agreement. This Agreement, the exhibits, the BAA, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

12.4. Assignment. Neither party may assign their rights or obligations without the express prior written consent of the other party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, this Agreement may be assigned if there is a sale, merger or acquisition of all or a majority of the assets of either party, or if there is a sale of a controlling interest of either party to this Agreement. Any purported assignment in violation of this Section is void.

12.5. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.6. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure or delay in exercising any rights under this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right preclude any further exercise thereof or the exercise of any other right, remedy, power or privilege.

12.7. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12.8. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Article VIII, Section 14.9 or, in the case of Licensee, Section 2.8 or Section 4.4, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.9. Record Retention. If required, the parties agree to comply with the access to books, documents and records of subcontractors’ provisions of Section 952 of the Omnibus Reconciliation Act of 1980 (P.L. 96-499), and 42 C.F.R., Part 420, Subpart (D), Section 420,300, et seq. In accordance with these provisions, the parties will, upon proper written request made in conformance with 42 C.F.R. 420.304, allow the Secretary of Health and Human Services, and its duly authorized representatives access to this Agreement and to the parties’ books, documents and records (as defined in 42 C.F. R., Part 4240, as amended), which shall be deemed by the parties to supersede this provision and be made a part of this Agreement by reference. Unless it is legally required, this paragraph does not require either party to disclose Confidential Information or proprietary information.

12.10. Certification of Eligibility. Each party represents and warrants to the other party that: (a) the representing party is not currently excluded, debarred, or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. Section 1320 a-7b(f) (the “Federal health care programs”); (b) neither party has been convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs, and (c) neither party is under investigation or otherwise aware of any circumstances which may result in that party being excluded from participation in the Federal health care programs. This shall be an ongoing representation and warranty during the term of the agreement and each party shall immediately notify the other party of any change in the status of the representation and warranty set forth in this section (including any threatened, proposed or actual exclusion of such party or any similar action against any of its employees). In the event a party is excluded, debarred, or otherwise ineligible to participate in the Federal health care programs, that party shall be considered in default of the agreement, and the other party may immediately terminate this Agreement for cause and without penalty (including liquidated damages, if any).

12.11. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

SERVICE LEVEL AGREEMENT

Technical Support

1.1 MindMetrix shall provide the following technical support as part of the Tools, in accordance with the severity levels set forth herein, and work with the Licensee support person to understand the severity of the issue:

a. Licensee may contact technical support via the support website, email, or telephone. • Live support 9:00 AM to 5:00 PM Eastern Time Monday through Friday • Email: Support@mindmetrix.com • Website: www.mindmetrix.com

1.2 Technical Support Responses Times

a. When a new incident is received, MindMetrix shall label it with a severity level. Issues shall be processed according to severity and then in the order that the incident was reported. The severity list and response time commitments are listed below:

Critical – Tool is non-operational. MindMetrix technical support will respond to Licensee within one (1) business hour of notice.

High – Major function of Tool is unavailable. No workaround is available. MindMetrix’s technical support will respond to Licensee within four (4) business hours of notice.

Medium to Low – Tool substantially does not conform to documented, approved functional specifications. A workaround is available. MindMetrix’s technical support will respond to Licensee within one (1) business day of notice.

2.0 Service Levels

2.1 MindMetrix agrees to provide 95% Availability (i.e. service level availability) measured per month. The term “Availability” shall mean that the Tool is available and working without material functional degradation, and that application response time performance allows for commercially reasonable productive use of the Tool. Availability shall be measured at the point where the Tool is made available on the Internet from MindMetrix’s hosted data center(s), and does not include outages caused by the Licensee, is affiliates, Authorized Users or by third-party Internet transport providers. Availability measures shall be exclusive of pre-scheduled maintenance periods, about which Licensee received commercially reasonable prior written notification, and which are of commercially reasonable frequency and duration.