This AGREEMENT (this “Agreement”) is effective upon receipt and acknowledgement of Agreement, between CLIENT (“Client”), and CAPNUR, INC., a New York corporation, or its assigns (the “Company”). Client and Company shall each be referred to individually as a “Party” and shall be referred to collectively as the “Parties.”

RECITALS

WHEREAS, Company provides turnkey outreach solution for use by both patients and providers between the Parties, on behalf of the Client

WHEREAS, to provide such services, Company employs or contracts with clinicians, non-clinician practitioners, designers, and other auxiliary personnel (collectively, “Staff”); and

WHEREAS, to comply with the Privacy Laws, the Parties must enter into an agreement that governs the creation, receipt, maintenance, access, transmission, Use, and Disclosure of the PHI by Client in the course of performing services.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree:

1. ENGAGEMENT; DUTIES

A. ENGAGEMENT. Client engages Company as a provider of the Services for and on behalf of Client to patients of Client, and the Company accepts such engagement, all in accordance with and subject to the HIPAA Regulations and the terms and conditions of this Agreement. In rendering the Services, Company will provide the Services in a competent and professional manner, consistent with currently accepted and approved methods and standards of practice applicable to providers generally of the Services.

B. PERFORMANCE OF THE SERVICES. Company will perform the Services through employed and contracted Staff, electronically. In rendering the Services, Company will comply with Client’s reasonable rules and regulations applicable to persons who provide services to Client’s patients, and which are provided, in writing, to Company. As part of the Services, Company understands and agrees to:

(i) promptly prepare written records and reports relating to the Services rendered by Company in a thorough, complete, and professional manner, and

(ii)comply with all federal and State laws and regulations relating to the Services, including compliance with the HIPAA Rules and HITECH Act, and State privacy laws.

C. TIME REQUIREMENTS. Company agrees to make Staff available as necessary to perform the Services as required and as reasonably scheduled by Client.

2. STAFF COMPENSATION

A. Company is solely responsible for compensating its Staff.

3. OBLIGATIONS OF THE CLIENT

Client’s responsibilities include the following:

A. PATIENT ELIGIBILITY

. Client is responsible for determining the eligibility of Client’s patients for the Services.
B. PATIENT INFORMATION. Client will provide sufficient information to Company (including known changes in patient status) in order for Company to perform the Services.

C. PATIENT OPT OUT. Client may remove any patient from being a recipient of the Services at any time

D. CONSENT TO SEND TEXTS, EMAILS, FAX, AND TELEPHONE CALLS. Client represents and warrants that Client has obtained from their Patients that they contact or cause to be contacted through the Service, including by telephone, email, text or fax message, all consents required under Applicable Law. If Client is using Companies messaging service, Client agrees to comply with applicable opt-in requirements. Messages should only be sent to recipients who have opted-in to Clients service and/or are expecting communication from Client. Company reserves the right to suspend Client account if abuse is reported. Client further agrees to accept and comply with requests from Company to provide documentation of Patient consents, express or implied. Client acknowledges and agrees that Client is solely in control of, and responsible for, the calls, email, or text messages Client causes to be sent through the Service.

E. SUPERVISION OF THE STAFF. As appropriate and reasonably requested by Company, Client will provide generalized supervision of the Staff in connection with performance of the Services.

4. FEES PAID TO COMPANY

A. Monthly Fees. Client agrees to pay the agreed-upon monthly fee for the access and utilization of the services provided by the Company. The monthly fee covers the standard services as specified in the subscription plan selected by the Client.
B. Additional Charges.
a. Setup, Onboarding, Training Fee: One-Time charge.

b. Usage-Based Charges: In addition to the monthly fee, the Client acknowledges and agrees that certain services offered by the Company may be subject to additional charges based on usage metrics.

c. Overages: If the Client exceeds the usage limits specified in the selected subscription plan, the Company reserves the right to charge overage fees for the excess usage.

d. Sales Tax: Sales Tax for software subscriptions varies depending on country and state regulations, and will be implemented as required.

5. TERM AND TERMINATION

A. TERM

. The initial term of this Agreement commences as of the Effective Date, and will continue in effect for a period of one (1) month from such date, unless terminated earlier pursuant to any of this Agreement’s express provisions (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive one (1) month terms (each a “Renewal Term,” and together with the Initial Term, collectively, the “Term”), unless earlier terminated pursuant to any of this Agreement’s express provisions.

B. TERMINATION

. Either Party may terminate this Agreement: (i) at any time by giving the other Party at least thirty (30) days’ prior written notice of its intent to terminate this Agreement, specifying the effective date of termination, and (ii) immediately upon written notice in the event the other Party materially breaches any of the material terms or conditions of this Agreement and fails to cure such breach within [10] days after receiving written notice thereof.
C. EFFECTS OF TERMINATION

. Upon termination of this Agreement, (i) Company will notify the patients that have received the Services, as appropriate; (ii) Company will remain reasonably available to assist Client with any outstanding and continuing matters relating to this Agreement and involving Company or the patient’s services; and (iv) Client will pay all amounts due to Company.

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS

A. LICENSURE

. Each Party covenants to comply with all applicable State licensure requirements and Regulations. Each Party further covenants and agrees not employ or contract with any individual or entity which has been excluded (or been threatened with exclusion) from participation in any Federal or state program, and each Party agrees to not take any action (or fail to take any action) which would cause such Party (or any of its employees or contractors) to be excluded from participation in any Federal or state program.

B. NO RESTRICTIONS

. Neither Party is, or will be, subject to any health, legal, contractual, or other restrictions that would interfere or conflict with the performance of such Party’s duties and obligations under this Agreement (including the Services).

C. DISCLOSURE OF CERTAIN OCCURRENCES

. If either Party becomes aware of the occurrence of any of the following matters with respect to such Party (including its employees and contractors), such Party shall promptly notify in writing the other Party:

a. any event that would constitute or is likely to constitute a breach of any representation, warranty, or covenant in this Agreement (including any exclusion from participation in any Federal, state, or commercial program or plan);

b. any investigation or proceeding relating to an allegation of filing false claims, violating anti-kickback or self-referral laws, or engaging in any other professional or billing improprieties.

D. In addition to the foregoing, Client represents and warrants to and covenants and agrees with Company that, as of the Effective Date, and continuing throughout the Term:

a. Authority.

i. Client is duly qualified to do business and is in good standing under the laws of the State, and has the full right, power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement.

ii. All approvals, actions and consents required to authorize Client to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement have been obtained and taken.

iii. This Agreement has been duly executed and delivered by Client and is a valid and binding obligation of Client, enforceable against Client in accordance with its terms.

b. Compliance with Applicable Law.

Client will be in compliance with all applicable laws relating to this Agreement and the operation of its business, including, without limitation, all applicable State licensure requirements and Regulations.

c. No Conflict or Violation.

The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations under this Agreement will not conflict with or constitute a breach or default under any other agreement or law or legal obligation to which Client is a party or which Client or any of its property or other assets is otherwise subject.

7. INDEMNIFICATION

A. To the extent not payment, each Party (as the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party, its members, managers, directors, officers, owners, agents and employees (collectively, the “Indemnified Party”), from any and against any and all liabilities, damages, awards, settlements, losses, claims and expenses, including reasonable attorneys’ fees and expenses (at all levels of trial and appeal) and costs of investigation, incurred by the Indemnified Party in connection with any third-party claims, actions or demands (an “Action”), to the extent caused by the Indemnifying Party’s breach of the terms of this Agreement, However, the Indemnifying Party must be provided the required notice and the opportunity to participate in the Action.

B. And Party that intends to claim indemnification under Section 7(a) above (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any Action for which the Indemnified Party intends to claim such indemnification, and upon receiving such notice, the Indemnifying Party shall promptly take control of the defense and investigation of such Action with counsel selected by the Indemnifying Party; provided, however, that an Indemnified Party shall have the right to retain its own counsel at its own cost. The Indemnified Party and its employees and agents shall cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any Action covered by this Section 7. The indemnity agreement in this Section 7 shall not apply to amounts paid in settlement of any Action if such settlement was effected without the consent of the Indemnifying Party, which consent shall not be withheld or delayed unreasonably. The failure of an Indemnified Party to deliver notice to the Indemnifying Party within a reasonable time after becoming aware of any such matter, if prejudicial to the Indemnifying Party’s ability to defend such Action, shall relieve the Indemnifying Party of any liability to the Indemnified Party under this Section 7.

8. PATIENT RECORDS

A. All medical records related to the Services provided under this Agreement for Client’s patients will be the property and responsibility solely of Client, which will be the records owner for all purposes of applicable State and federal statutes and regulations. Company will retain a copy of all such records that it received, relied upon, or prepared in performing the Services. In addition, Company may, with respect to de-identified records, aggregate, compile, and analyze the records received, relied upon, or created by Company, and may retain and use such aggregated and analyzed data for whatever business purposes it chooses.

9. PATIENT FEES; BILLING AND COLLECTION

A. All revenues which result from the Services of Company will be for the benefit of, and are the sole property of, Client, subject to payment of Company’s compensation. Other than its rights to such compensation, Company assigns and sets over to Client any rights of the Company to bill and receive payment for the Services performed.

10. INDEPENDENT CONTRACTOR STATUS

A. It is understood and agreed that Company is an independent contractor with respect to Client. Nothing in this Agreement is intended nor will be construed to create an employer-employee, joint venture, partnership, association, or other business affiliation or relationship between the Client and the Company. The Client will not withhold or pay, and Company will be solely responsible for, any income, social security, unemployment, and worker’s compensation taxes with respect to any amounts paid to the Company hereunder. Neither Party intends to integrate the other party

in its organizational structure. Neither Party will have any authority, express or implied, as an officer of the other Party, to act for the other Party, to incur, assume, or create any obligation or liability on behalf of the other Party, to make any representations or warranties concerning the other Party, or to bind the other Party in any manner whatsoever.

11. CONFIDENTIAL INFORMATION

A. CONFIDENTIALITY. The Parties acknowledge that, by virtue of this Agreement, each will have access to or will become acquainted with proprietary information relating to the operation of the other’s business, including, without limitation, financial data, methods of operation, price lists, marketing plans, names and patient records of patients, employee information, and contracts or agreements with other persons or entities. Each Party acknowledges that the other Party would suffer irreparable harm if any of such Party’s proprietary information were disclosed to any persons who might use such proprietary information to compete with such other Party. Accordingly, each Party agrees not to disclose any proprietary information obtained from the other Party to any third person.

B. INJUNCTION. The Parties acknowledge and agree that any violation of this Section 11 will cause the other Party irreparable harm and damage and the Parties further acknowledge and agree that damages at law will be an insufficient remedy to the injured Party. Accordingly, it is agreed that each Party will be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provision of this Section 11, which injunctive relief will be in addition to any other rights or remedies available to such Party. This Section 11 will survive the termination of this Agreement.

12. MISCELLANEOUS

A. NOTICES. Unless otherwise provided herein, all notices and other communications required or permitted hereunder will be in writing and will be delivered (i) in person, (ii) by means of registered or certified mail, return receipt requested, postage prepaid, or (iii) by any nationally utilized overnight delivery service. Notices may also be given by telephone facsimile transmission; provided that an original copy will be sent to the addressee by courier or by a nationally utilized overnight delivery service by the day following such transmission.

B. Either Party hereto may change the address to which such notice or other communication may be sent by giving written notice to the other Party of such new address.

TO THE COMPANY:

Capnur, INC

Brooklyn, NY

TO THE CLIENT:
Collected during Onboarding

__________________________

C. GOVERNING LAW. This Agreement and all matters arising out of or relating to this Agreement, will be governed by, and construed in accordance with, the internal laws of the Client’s State as applied to agreements entered into and performed entirely within the Client’s State by residents thereof, without giving effect to any choice or conflict of law provision or rule. All actions commenced to enforce or interpret this Agreement will be brought in the federal or state courts and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action. Neither Party may assert or be entitled to relief on a claim of forum non-convenes as to a court of competent jurisdiction.
D. INVALID PROVISION. Whenever possible, each provision of this Agreement will be construed and interpreted so that it is valid and enforceable under applicable law. However, if a provision of this Agreement is held by a court to be invalid or unenforceable, that provision will be deemed separable from the remaining provisions of this Agreement and will not affect the validity, interpretation, or effect of other provisions of this Agreement or the application of that provision to a person or circumstance with respect to which it is valid and enforceable.
E. BINDING EFFECT. This Agreement is binding upon and inures to the benefit of the Company, its representatives, successors and permitted assigns, and to Client, its representatives, successors and permitted assigns.

F. NO ASSIGNMENT. Client may not assign Client’s rights or obligations under this Agreement without the express prior written consent of Company, which consent will not be unreasonably withheld. Any attempted assignment in violation of this Section is null and void.

G. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including the Exhibit, shall constitute the entire, full and complete agreement between the Parties concerning the subject matter hereof, and supersedes all prior communications, representations, understandings and agreements, whether verbal or written, between the Parties, other than that certain Business Associate Agreement entered into by and between Client and Company. There are no representations, inducements, promises or agreements, oral written or electronic, between the Parties not embodied herein, which are of any force or effect with reference to this Agreement or which are being relied upon by either Party. No parole or extrinsic evidence of any kind shall be used to vary, contradict, supplement or add to the terms of this Agreement. No waiver, amendment or modification of any provision of this Agreement will be effective unless it is in writing, prepared as an amendment referencing this Agreement, and signed by duly authorized representatives of each Party hereto.
H. INTERPRETATION. The terms that are defined in this Agreement may be used in the singular or the plural, as the context requires. Any reference to the masculine, feminine, or neutral gender will be deemed to include each other gender, as the context requires. When a reference is made in this Agreement to a section, subsection, paragraph, or clause, such reference will be deemed to be to this Agreement unless otherwise indicated. The Section, Subsection, and other headings are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes,” and “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.”

I. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be considered an original, and all of which together will constitute a single agreement regardless of the dates on which such counterparts were executed.

J. ATTORNEYS’ FEES. If there is a dispute over the terms of this Agreement or their enforcement, which dispute results in litigation, mediation or arbitration, the prevailing Party will have its reasonable attorneys’ fees and costs (whether before trial, during trial, on appeal, or otherwise) paid by the other Party.

K. UNDERSTANDING OF AGREEMENT. Each Party represents and warrants to the other that it has completely read and fully understands the provisions of this Agreement, and in executing this Agreement, it has not relied on any promise or representation made by any person other than the promises and representations explicitly stated in this Agreement.

13. WAIVER OF JURY TRIAL

A. COMPANY AND CLIENT ACKNOWLEDGE THAT ALL CLAIMS, DISPUTES, RIGHTS, OBLIGATIONS, OR COMPENSATION ISSUES WHICH MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT OR OTHERWISE BETWEEN THEM SHOULD BE ADJUDICATED BY A COURT, WITHOUT A JURY. THEREFORE, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND NEITHER PARTY NOR ANY HEIR, SUCCESSOR, OR ASSIGNEE WILL SEEK A TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING (WHETHER AT LAW OR IN EQUITY, WHETHER DIRECT OR COLLATERAL, WHETHER IN CONTRACT OR IN TORT) ARISING OUT OF OR OTHERWISE INVOLVING THIS AGREEMENT.