Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

WHEREAS, Provider provides various Subscription Services and related Support Services and Development Services (all as defined below) to its customers; and

WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

   1. "Aggregated Statistics" means data and information related to Customer's use of the Subscription Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Subscription Services.

   2. "Application Software" means any desktop application, mobile device application, or other software distributed by Provider to Customer and/or its Authorized Users for installation and use on computer systems under the control of Company and/or its Authorized Users in accessing or using any of the Subscription Services.

   3. "Authorized User(s)" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Subscription Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Subscription Services has been purchased hereunder.

   4. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Subscription Services.

   5. "Development Services" has the meaning set forth in Exhibit D: Development Services Agreement.

   6. "Documentation" means documentation of the features and functions of the Subscription Services made generally available by Provider to the public on Provider's web site at www.mediprocity.com.

   7. "End-User License Agreement" means the agreement governing the use of any Application Software located at [client.mediprocity.com/signup] as may be updated from time to time.

   8. "Order Form" means an ordering document referencing or incorporating this Agreement submitted by Customer, including but not limited to the on-line Order Forms at the URLs referenced in Exhibit A, to order Subscription Services or add Authorized Users.

   9. "Provider IP" means the Subscription Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Subscription Services, but does not include Customer Data.

   10. "Services" means all services provided by Provider to Customer, including Subscription Services and Development Services.

   11. "Subscription Services" means the software-as-a-service offering(s) described in Exhibit A and purchased on an Order Form incorporating or referencing this Agreement,.

   12. "Support" means the customer support services generally offered to Provider's customers via its on-line support portal located on Provider's web site at www.mediprocity.com.

2. Access and Use of Subscription Services.

   1. Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(g)) right to access and use the Subscription Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access and use the Subscription Services. The total number of Authorized Users will not exceed the total number of subscription licenses ordered and paid for by Customer for each Subscription Service.

   2. Application Software. Customer acknowledges and agrees that the use of Application Software is subject to the additional terms and conditions of the End-User License Agreement.

   3. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Subscription Services.

   4. Use Restrictions. Customer shall not use the Subscription Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Subscription Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services, in whole or in part; (iv) remove any proprietary notices from the Subscription Services or Documentation; or (v) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

   5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

   6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Subscription Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Subscription Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Subscription Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Subscription Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Subscription Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

   7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Subscription Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Subscription Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

3. Customer Responsibilities.

   1. General. Customer is responsible and liable for all uses of the Subscription Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Subscription Services, and shall cause Authorized Users to comply with such provisions.

   2. Customer Content. Customer and/or its Authorized Users are solely responsible for all matter transmitted using the Subscription Services, including, but not limited to, Customer Data (collectively, “Customer Content”), and for ensuring that Customer and/or its Authorized Users have all rights and permission necessary to transmit Customer Content using the Subscription Services. Customer acknowledges that Provider shall have no responsibility for Customer Content. If Customer subscribes to Secure Forms, Customer is solely responsible for all verbiage appearing in Secure Forms, and ensuring that such verbiage meets Customer's needs.

4. Development Services; Support Services; Service Levels.

   1. Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Subscription Services available in accordance with the service levels set out in Exhibit B.

   2. Support. The access rights to Subscription Services granted hereunder entitle Customer to the Support Services during the Term of this Agreement.

   3. Development Services. Customer may retain Provider to provide Development Services pursuant to Exhibit D, which shall be deemed for all purposes as a separate and distinct contract.

5. Fees and Payment.

   1. Fees. Customer shall pay Provider the fees ("Fees") as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in US dollars in accordance with the due dates set forth in the applicable Order Form, or, if no due date is specified, within 30 days after Customer's execution or submission of the applicable Order Form. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Subscription Services until such amounts are paid in full.

   2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

   3. Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.

6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is marked, designated, or otherwise identified as "confidential" or which would be reasonably understood based on the nature of the information or disclosure as being confidential (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Intellectual Property Ownership; Feedback.
   1. Provider IP Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
   2. Customer Data Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Subscription Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
   3. Feedback If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
8. Limited Warranty and Warranty Disclaimer.

   1. Provider warrants that the Subscription Services will conform in all material respects to the service levels set forth in Exhibit B when accessed and used in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Subscription Services unless specifically identified in Exhibit B. The remedies set forth in Exhibit B are Customer's sole remedies and Provider's sole liability under the limited warranty set forth in this Section 8(a).

   2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE SERVICES, DOCUMENTATION, AND PROVIDER IP ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER 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. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, AND PROVIDER IP OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

   3. Without limiting the generality of the above disclaimer, Provider shall not be responsible for ensuring Customer's compliance with applicable laws and regulations in connection with its use of the Subscription Services, including SureSent or SureCount, and Customer alone is responsible for ensuring that all information and data is accurately and correctly entered by Authorized Users. The Subscription Services are not electronic health record (EHR) systems. Customer is responsible for training its Authorized Users and for reviewing all data entered for completeness and accuracy, including updates made by Provider.

9. Indemnification.
   1. Provider Indemnification.

      1. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Subscription Services infringe or misappropriate such third party's valid US intellectual property rights, provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.

      2. If a Third Party-Claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Subscription Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

      3. This Section 9(a) will not apply to the extent that the alleged infringement arises from any: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, Customer Materials (as defined in Exhibit C), or any use of the Customer Data or Customer Materials in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any of it employees', agents', contractors', or Authorized Users': (i) failure to comply with applicable laws or regulations; (ii) negligence or willful misconduct; (iii) use of the Services in a manner not authorized by this Agreement; (iv) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (v) modifications to the Services not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
   3. Sole Remedy. THIS 79 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 9 EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE AFFECTED SERVICES.

10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.

    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for 30 day periods from such date (the "Initial Term"). This Agreement will automatically renew for additional successive 30 day terms unless given a 30 day notice to quit. Either Party may give written notice of non-renewal with at least 30 days' prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").

    2. Termination. In addition to any other express termination right set forth in this Agreement:

       1. Provider may terminate this Agreement, effective on written notice to Customer, if Customer[: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(d) or 56;

       2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or

       3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Subscription Services, Documentation, and Provider IP and, without limiting Customer's obligations under 56, Customer shall delete, destroy, or return all copies of any Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

    4. Survival. This Section 11(d) and 11, 5, 6, 7, 8(b), 9, 10, and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. Non-Solicitation. Customer agrees not to interfere in any employment or independent contractor relationships between Provider and its employees and independent contractors. Customer agrees that during the term of this Agreement, and for a period of 12 months after its termination or expiration, Customer shall not (a) hire, directly or through a staffing company or placement agency, or otherwise retain as an employee or independent contractor an employee or independent contractor who worked for Provider or otherwise provided the Services for Provider at any time during the course of this Agreement; or (b) solicit or encourage any employee or independent contractor of Provider to terminate, alter or modify their employment or engagement with Provider. The provisions of this Section 12 shall not apply with respect to Provider's employees or independent contractors who seek employment from Customer on their own initiative, such as, but not limited to, in response to a general solicitation, announcement or advertisement for employment with Customer.

13. Miscellaneous.

    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, 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, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the courts of the United States or the courts of the State of Missouri in each case having within its geographic territory the Couny of St. Louis, Missouri, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

    8. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Subscription Services or any Customer Data outside the US.

    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 56 or, in the case of Customer, Section 2(c), 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 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.

    10. 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.

Exhibit A - PRODUCTS AND FEES

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.

1. ON-LINE SERVICES

   SERVICE	DESCRIPTION	ORDER FORM URL
   Mediprocity® Secure Messaging	https://www.mediprocity.com/messaging/	https://secure-forms.mediprocity.com/forms/bd4c0a0b
   Mediprocity® Secure Forms	https://www.mediprocity.com/forms/	https://secure-forms.mediprocity.com/forms/e0553902
   Mediprocity® SureSent®	https://www.mediprocity.com/rx-orders/	https://secure-forms.mediprocity.com/forms/6f92b7a1
   Mediprocity® SureCount™	https://www.mediprocity.com/surecount/	https://secure-forms.mediprocity.com/forms/c9cbf157

2. PRICING

   The Fees shall be as set forth on the Order Form or, if not set forth thereon, as set forth on Provider's web site at https://www.mediprocity.com/pricing/.

EXHIBIT B

SERVICE LEVELS

1. Definitions

   “Business Day(s)” means the source support team's standard working day (excluding Provider corporate holidays and national U.S. holidays).

   “Downtime” means any period greater than 59 minutes, within the Scheduled Available Time during which Customer is unable to access or use the Subscription Services because of an Error, excluding any such period that occurs during any Scheduled Downtime.

   "Error(s)" means the material failure of the Subscription Services to conform to its published functional specifications or workaround procedures are not available to such a degree that scheduling and documentation of patient care cannot be performed by the Customer.

   “Scheduled Available Time” means 24 hours a day, 7 days a week.

   “Scheduled Downtime” means the time period beginning on or after 8:00 P.M. (Central Time) identified by Provider in which it intends to perform any planned upgrades and/or maintenance of the Subscription Services or related systems and any overrun beyond the planned completion time.

   “Uptime Percentage” means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month.

2. Scope of Service Level Commitments.

   Provider's obligations do not extend to Errors or other issues caused by: any third-party hardware or software used by Customer or any users; the improper operation of the Subscription Services by Customer or any users; the accidental or deliberate damage to, or intrusion or interference with the Provider applications; the use of the Subscription Services other than in accordance with any user documentation or the reasonable instructions of Provider; ongoing test or training instances of the Subscription Services provided to Customer; or, services, circumstances or events beyond the reasonable control of Provider, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Customer, or any network beyond the demarcation or control of Provider.

3. Scheduled Downtime and Guaranteed Up Times

   Provider shall provide at least 72 hours' prior notice before implementing any Scheduled Downtime. Commencing on the effective date of the Term, in the event the Subscription Services experience an Uptime Percentage of less than 99% in any calendar month, Provider will provide to Customer a credit (“Credit”) equal to the credit percentage identified in Table 1 multiplied by the monthly fees paid to Provider for Subscription Services that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Credits shall not entitle Customer to any refund (except as otherwise provided in Section 4 below) or other payment from Provider. Except as otherwise set forth in Section 5 below, Customer's sole and exclusive remedy for any unavailability of the Subscription Services is the receipt of a Credit in accordance with the terms of this service level agreement.

   Table 1

   Down Time (per hour)	Credit % (per user)
   less than 1 hour	0%
   1 hour - 5 hours	10%
   12+ hours	20%
   24+ hours	50%
   More than 72 hours	100%

   Example: (based on table above)

   Credit is based on Monthly User Pricing only. For example, if the system was down for 3 hours and the user price was $6.00 per user / per month then each user would qualify for a 10% credit of $0.60 cents for one month of that user pricing.

4. Availability of Credits or Refund

   Credits will be issued at Customer's reasonable discretion either on future billing cycles or as a refund against fees paid. In order to receive any Credits, Customer must notify Provider within thirty (30) days from the time Customer becomes eligible to receive a Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Credit.

5. Material Breach of the Agreement

   Customer shall have the right to terminate the agreement to which this Exhibit B is attached in accordance with Section 11 in the event the Subscription Services experience an Uptime Percentage of less than 95% in any four months during the Term or less than 90% in any month during the Term.

EXHIBIT D - DEVELOPMENT SERVICES AGREEMENT

If Customer retains Provider for Development Services, the terms and conditions of this Development Services Agreement (“Development Agreement”) shall apply to the provision of such Development Services. All capitalized terms used but not defined herein shall have the meaning set forth in the Agreement, but, for the avoidance of doubt, this Development Agreement shall be considered for all purposes a separate and distinct contract from the Agreement.

1. Services. Customer hereby retains Provider to use commercially reasonable efforts to perform software development services to implement customizations, modifications, alterations, configurations, or additions to the Subscription Services as may be agreed upon by the Parties in writing from time to time, all on on the terms and conditions set forth in this Development Agreement (collectively, “Development Services”). This Development Agreement shall govern all Development Services performed, and resulting Work Product (as defined below) created, to date by Provider for Customer, all of which shall also be considered Work Product developed via the Development Services under this Development Agreement. All future Development Services and resulting Work Product shall be described on a fully executed written Statement of Work referencing this Development Agreement (each, a “SOW”). All SOWs are incorporated into this Development Agreement and made a part thereof, and are subject to its terms. In the event of any conflict between this Development Agreement and any SOW, the terms of this Development Agreement shall govern. Provider may subcontract any of the Development Services, provided that all such subcontractors shall be subject to all non-disclosure and confidentiality obligations of this Development Agreement, and Provider shall be responsible for the performance of all obligations hereunder by any such subcontractor. The subject matter of this Development Agreement is the Development Services only, and Customer's access to and use of the Subscription Services, including any Work Product embodied or made available therein, shall be governed solely by the Agreement.

2. Project Management. Each Party shall designate a project manager in the applicable SOW as such Party's primary point of contact for day-to-day communications, consultation, and decision-making regarding the Development Services in such SOW. Each such project manager shall be responsible for providing all weekly consents and approvals on behalf of such Party under this Development Agreement. If either Party's project manager ceases to be employed by such Party or such Party otherwise wishes to replace its project manager, such Party shall promptly name a new project manager by written notice to the other Party.

3. Changes. Either Party may, at any time during the Term of this Development Agreement, request in writing changes to a SOW. The Parties shall evaluate and, if agreed, implement all such changes in accordance with the change management procedures set forth in the applicable SOW or as otherwise agreed by the Parties in writing. No changes will be effective unless and until memorialized in a written change order signed by both Parties.

4. Invoicing and Payment. Unless otherwise provided in the applicable SOW, Provider shall provide all Development Services on a time and materials basis at the then-prevailing hourly rates of its employees and subcontractors. Provider will provide Customer monthly invoices identifying the time worked and Customer shall pay all undisputed amounts within 30 days after the invoice date. Provider shall invoice hourly work at increments of not more than 0.25 hours. All amounts shall be paid in U.S. dollars. Any amounts not disputed in writing within 30 days after the invoice date are conclusively deemed accepted. Customer shall reimburse Provider for any out-of-pocket costs or expenses. Failure by Customer to pay any past due amounts is a material breach.

5. Term. This Development Agreement commences on the Effective Date and continues indefinitely thereafter until terminated in accordance with this Section 5. Each SOW shall remain in effect from the effective date set forth therein until the end of the project term set forth therein unless earlier terminated pursuant to this Section 5. Either Party may terminate this Development Agreement at any time by providing 30 days' written notice to the other; provided, however, that such termination shall not terminate any then-active SOWs, which shall continue until separately terminated under this Section 5. Either Party may terminate this Development Agreement or any SOW for cause if any breach by the other Party remains uncured more than 30 days after receipt of written notice thereof. Customer may terminate any SOW for convenience and incur no further obligation with respect thereto at any time by providing written notice of such termination for convenience to Provider and: (a) with respect to any fixed-fee project, paying a kill fee equal to 25% of such fixed-fee amount; or (b) with respect to any hourly project, paying for all work performed through receipt by Provider of such notice, whether or not invoiced. In the event of any termination or expiration for any reason, the rights or obligations of the parties in this Development Agreement that, by their nature, should survive termination or expiration of this Development Agreement, will survive any expiration or termination of this Development Agreement, including but not limited to: Section 8, Section 9, Section 12, Section 13, Section 15, Section 16, and Section 19.

6. Customer Obligations. Customer shall: (a) perform all obligations identified as customer responsibilities in the applicable SOW; (b) provide any Customer Materials (as defined herein) and such other resources as may be specified in the applicable SOW; (c) participate in all meetings scheduled in, or in accordance with, the applicable SOW; (d) provide all consents, approvals, exception notices, and other communications specified in the applicable SOW or otherwise required under this Development Agreement; and (e) provide all cooperation and assistance Provider reasonably requests to enable Provider to exercise its rights or perform its obligations under this Development Agreement. Provider is not responsible or liable for any delay or failure of performance caused, in whole or in part, by Customer's delay or failure in performing any of its obligations under this Development Agreement. The foregoing is in addition to, and not in lieu of, all other remedies Provider may have for any such failure or delay by Customer.

7. Testing; Acceptance. The Work Product provided hereunder shall be made available, tested, and accepted in accordance with the applicable SOW, or, if no such provisions are provided in the applicable SOW, as set forth in this section. Such procedures shall be Provider's sole obligations and Customer's exclusive remedies with respect to the performance of any Work Product.

   7.1 Acceptance Testing. Upon completion of any Work Product and before any release is moved to production, the Work Product will be made available for Customer to conduct acceptance testing for a period of 10 business days or such other time period provided in the applicable SOW or otherwise agreed upon by both Customer's and Provider's Project Managers ("Testing Period"). Provider may observe and/or participate in all or any part of such testing. Upon completion of testing, Customer shall notify Provider in writing of its acceptance or, if the Work Product is not in material conformance with the requirements, performance criteria, or other applicable specification(s) set forth in the applicable SOW (the “Specifications”), Customer shall notify Provider in writing of the non-conformity in reasonable detail, including identifying the specific element of the Specification that is rejected (each, a "Nonconformity"), the expected test results, and the actual test results. Customer shall not unreasonably withhold acceptance. The Work Product will be conclusively deemed accepted upon the expiration of the Testing Period unless the Customer delivers the foregoing written rejection prior to such expiration.

   7.2 Remediation. Following receipt of a rejection notice in compliance with Section 7.1, Provider shall attempt to reproduce each Nonconformity and use commercially reasonable efforts to remedy all Nonconformities that can be reproduced. The remediated Work Product will then be made available to Customer for an additional Testing Period (pursuant to Section 7.1) to confirm that the Nonconformity has been remedied. This process shall be repeated until Customer accepts the Work Product; provided, however, if Provider is unable to remedy a material Nonconformity after two remediation attempts or it is, in Provider's judgment, impossible or impracticable to remedy the Nonconformity, Provider may terminate the applicable SOW unless Customer, in its discretion, accepts the nonconforming Work Product as-is.

8. Intellectual Property. Unless otherwise provided in the applicable SOW, all intellectual property rights in and to all customizations, documentation, or other work product resulting from the performance of the Development Services (collectively, the “Work Product”) shall be owned and retained solely by Provider, and Provider shall exclusively hold all right, title, and interest in and to such work product throughout the world, except to the extent of any Customer confidential information or Customer Materials (as defined below) incorporated or used therein, which shall remain the property of Customer. Customer shall cooperate with Provider, at Provider's request and expense, in executing papers and taking such other and further actions as Provider may in its discretion deem necessary or appropriate in recording, perfecting, or enforcing its intellectual property rights in the Work Product. Unless otherwise provided in the applicable SOW, Provider shall have the right to license, sell, transfer, or otherwise commercially exploit the Work Product, except to the extent of any Customer Materials incorporated or used therein.

9. Customer Materials License. “Customer Materials” means all materials and information, including documents, data, specifications, software, content, confidential information, and technology provided or made available to Provider by or on behalf of Customer in connection with this Development Agreement. As between the parties, Customer is and will remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Materials, including all intellectual property rights therein, subject to the license granted under this Section. Customer hereby grants to Provider a fully paid-up and royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify, and create derivative works and improvements of the Customer Materials to develop the Work Product and otherwise as necessary to perform the Development Services hereunder. The term of such license will be perpetual.

10. Warranties. Unless otherwise provided in an applicable SOW, Provider represents, warrants and covenants that: (a) the Development Services with be performed in a competent and workmanlike manner; and (b) the Work Product shall conform in all material respects to any Specifications set forth in an applicable SOW. The foregoing warranties apply to the extent of Provider's original Work Product and no claim of breach shall lie to the extent of any specifications, requirements, instructions, directions, ideas, concepts, work product, information, or Customer Materials provided by Customer. Customer warrants, represents, and covenants that the Customer Materials shall not infringe or misappropriate the intellectual or other proprietary rights of any third Party.

11. WAIVER OF WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED WARRANTIES IN SECTION 10, THE DEVELOPMENT SERVICES AND WORK PRODUCT ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER 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. EXCEPT FOR THE FOREGOING LIMITED WARRANTIES, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE DEVELOPMENT SERVICES, WORK PRODUCT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SYSTEM, SERVICE, OR PRODUCT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

12. LIMITATIONS OF LIABILITY. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS DEVELOPMENT AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE DEVELOPMENT SERVICES EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THE SOW TO WHICH THE GIVEN CLAIM RELATES IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification. This Section 13 sets forth each Party's sole remedy and sole liability and obligation to the other with respect to any actual, threatened, or alleged claims concerning infringement, misappropriation, or other violation of any intellectual property rights of any third person.

    13.1 By Provider.

    1. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Development Services or Work Product, or any use of the Development Services or Work Product in accordance with this Development Agreement, infringes or misappropriates such third party's valid and enforceable U.S. intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim and cooperates with Provider at Provider's expense in the defense and settlement of such claim.

    2. If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Work Product, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use same. If Provider determines that neither alternative is reasonably available, Provider may terminate this Development Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

    3. This Section 13.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Work Product in combination with other works or materials not supplied by Provider; (B) modifications to the Work Product not made by Provider; or (C) any Customer Materials used or included in the Development Services or Work Product.

    13.2 By Customer. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that any Customer Materials infringe or misappropriate such third party's U.S. intellectual property rights, provided that Provider promptly notifies Customer in writing of the claim and cooperates with Customer at Customer's expense in the defense and settlement of such claim.

14. Taxes and Insurance. All taxes and insurance obligations of Provider shall be borne by Provider during the Term. All taxes and insurance requirements of Customer shall be borne by Customer during the Term.

15. Confidentiality. “Confidential Information” shall mean all source code, product designs, demos, prototypes, data, reports, forecasts, analyses, technical, marketing, financial and economic information, commercialization and research strategies, methods, techniques, customer lists and identities, employee identities and skills, trade secrets, and know-how disclosed relating to the business and products of Provider and Customer (each, a “Disclosing Party”) and disclosed by a Disclosing Party, its agents and/or representatives to the other Party (each, a “Receiving Party”) directly or indirectly, whether in writing or orally, as well as any information developed as a result of such disclosures, including all studies, compilations, analyses and/or other reports regarding or relating to Confidential Information and/or the Disclosing Party. Confidential Information shall not include information and know-how which (a) can be shown by Receiving Party to have been lawfully in its possession prior to disclosure to Receiving Party hereunder; (b) at the time of disclosure hereunder is, or thereafter becomes, through no fault of Receiving Party, part of the public domain by publication or otherwise; or (c) is lawfully furnished to Receiving Party by a third party without restriction on its disclosure. Each Receiving Party agrees to hold all Confidential Information of a Disclosing Party in confidence and to treat such Confidential Information with the same level of care that the Receiving Party treats its own Confidential Information, but in any event, not less than a reasonable standard of care. Each Receiving Party agrees not to use any Confidential Information for any purpose other than the purposes of performing such Receiving Party's duties and obligations under this Development Agreement unless expressly authorized in writing by the Disclosing Party.

16. Anti-Raiding, Non-Compete. Customer agrees that, during the term of its engagement with Provider, and for a period of one (1) year after the termination of such engagement for any reason whatsoever (regardless of which Party terminates the relationship), to the extent permitted by law, Customer shall not, directly or indirectly, either individually or through a competitive company or otherwise, solicit, recruit, hire, attempt to hire, interfere with or otherwise accept services from any employee or independent contractor who had worked for or performed services for Customer as an employee or contractor of Provider; without express written permission from Provider, not to be unreasonably refused.

17. Remedies. The Parties agree that in the event that either Party breaches Section 15 or 16, the non-breaching Party shall be entitled to seek an order from any court of competent jurisdiction awarding immediate, preliminary, and permanent injunctive relief, enjoining and restraining the breaching Party from violating such provision of this Development Agreement, without the requirement to post a bond. The parties agree that each Party's remedies for breach of this Development Agreement by the other shall be cumulative, and the seeking or obtaining of injunctive relief shall not preclude a claim or award of damages or other relief. No waiver of any breach of any provision of this Development Agreement shall be deemed a waiver of any subsequent breach of any provision hereof, nor shall any waiver or failure to enforce this Development Agreement in any way limit the right of either Party to enforce this Development Agreement. Each Party agrees that if any portion of this Development Agreement is found to be invalid, overbroad or contrary to public policy, the same may be modified by a court of competent jurisdiction and shall not have the effect of invalidating this Development Agreement as a whole or any of its parts.

18. Governing Law, Venue and Jurisdiction. The provisions of this Development Agreement shall be construed in accordance with the laws of the United States and the State of Missouri. Any legal action or proceeding with respect to this Development Agreement, any document related hereto or any other legal dispute between Provider and Customer shall be brought in the courts of the United States or the State of Missouri having within its territorial jurisdiction St. Louis County, Missouri. By execution of this Development Agreement, each Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. The parties irrevocably waive any objection to the laying of jurisdiction or venue (including, but not limited to, any objection based on lack of personal jurisdiction or forum non-conveniens) which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

19. General Provisions.

    19.1 Severability. Customer acknowledges and agrees that the restrictive covenants set forth herein are reasonable and valid in geographic and temporal scope and in all other respects. If any court determines that any of the restrictive covenants, or any part thereof, is invalid or unenforceable, the remainder of the restrictive covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the restrictive covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. If any provision of this Development Agreement is not enforceable, the remainder shall survive intact.

    19.2 Taxes. No federal, state, or local income tax, Social Security tax or any other tax of any kind whatsoever shall be withheld or paid by Provider on behalf of Customer or any employees of Customer. Customer is solely responsible for all tax consequences to Customer related to this Development Agreement, the Work Product, or the Development Services.

    19.3 Independent Customer. Customer and Provider agree that Provider shall at all times during the performance of Provider's duties hereunder be an independent contractor (and not an employee), maintaining sole and exclusive control over Provider's business, operations, and how the duties hereunder are to be completed.

    19.4 Amendments. This Development Agreement may not be unilaterally amended by either Party; no waiver of any right or obligation herein shall be valid, except by a written amendment executed by a duly authorized representative of each Party.

    19.5 Compliance with Laws. Customer shall comply with all laws, ordinances, rules, orders and regulations of all federal, state and municipal governments, and of any and all of their departments, divisions, bureaus, agencies and subdivisions applicable thereto.

    19.6 Legal Status. This agreement does not create any agency, employment, joint employer, joint venture or partnership between Customer and Provider. Neither Party will have the right, power or authority to act for the other in any manner whatsoever and no Party shall be deemed or construed to be a third party beneficiary of this agreement.

    19.7 Waiver. Failure by either Party to enforce one or more of the provisions contained herein shall not be deemed or construed to constitute a waiver of default or waiver of any other violation or breach of any of the terms contained herein.

    19.8 Integration. This Development Agreement supersedes any and all other agreements, either oral or written, and contains the entire agreement of the parties pertaining to the subject hereof. For the avoidance of doubt, this agreement does not supersede or replace the business associate agreement already in place between the parties, which shall remain in full force and effect in accordance with its terms.

    19.10 Force Majeure. In no event shall either Party be liable to the other or be deemed to have breached this Development Agreement, for any failure or delay in performing its obligations hereunder if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    19.11 Non-Solicitation. Customer agrees not to interfere in any employment or independent contractor relationships between Provider and its employees and independent contractors. Customer agrees that during the term of this Development Agreement, and for a period of 12 months after its termination or expiration, Customer shall not (a) hire, directly or through a staffing company or placement agency, or otherwise retain as an employee or independent contractor an employee or independent contractor who worked for Provider or otherwise provided the Development Services for Provider at any time during the course of this Development Agreement; or (b) solicit or encourage any employee or independent contractor of Provider to terminate, alter or modify their employment or engagement with Provider. The provisions of this Section 19.11 shall not apply with respect to Provider's employees or independent contractors who seek employment from Customer on their own initiative, such as, but not limited to, in response to a general solicitation, announcement or advertisement for employment with Customer.