TERMS AND CONDITIONS FOR PARABLE VENTURES, LLC’S ADVOCACY SERVICES

THESE TERMS AND CONDITIONS CONTAIN VERY IMPORTANT INFORMATION  REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS,  LIMITATIONS, AND EXCLUSIONS THAT APPLY TO YOUR USE OF PARABLE VENTURES,  LLC’S ADVOCACY SERVICES AND PRODUCTS. PLEASE READ IT CAREFULLY AND DO  NOT PROCEED WITH THE ORDERING ANY ADVOCACY SERVICES OR PRODUCTS FROM  PARABLE VENTURES, LLC IF YOU DO NOT AGREE TO, AND FULLY ACCEPT, THESE  TERMS AND CONDITIONS. THESE TERMS REQUIRE INDEMNIFICATION OBLIGATIONS,  LIMITATIONS OF LIABILITY, MANDATORY GOVERNING LAW PROVISIONS, AND  OTHER LEGAL, CONTRACTUAL TERMS WHICH YOU MUST ACCEPT BEFORE YOU CAN  USE THE SERVICES OR ORDER ANY ADVOCACY SERVICES OR PRODUCTS FROM  PARABLE VENTURES, LLC.

BY ORDERING ANY PRODUCTS OR ADVOCACY SERVICES FROM THIS  WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS  AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER, SIGN UP FOR, OR OBTAIN ADVOCACY SERVICES FROM  PARABLE VENTURES, LLC IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT  THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING  CONTRACT WITH US, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS  WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR SERVICES BY APPLICABLE LAW.

THE TERMS AND CONDITIONS (THESE “TERMS”) IN THIS AGREEMENT (THIS  “AGREEMENT”) APPLY TO THE PURCHASE OF CERTAIN SERVICES AND/OR  PRODUCTS FROM PARABLE VENTURES, LLC, A TEXAS LIMITED LIABILITY  (“COMPANY”) BY YOU (“CLIENT”). COMPANY AND CLIENT MAY BE REFERRED TO  HEREINAFTER COLLECTIVELY AS THE “PARTIES,” OR INDIVIDUALLY AS A  “PARTY.” THIS AGREEMENT IS SUBJECT TO CHANGE PROSPECTIVELY BY  COMPANY WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN COMPANY’S SOLE  DISCRETION. ANY CHANGES TO THIS AGREEMENT WILL BE IN EFFECT AS OF THE  LAST UPDATED DATE SET FORTH AT THE TOP OF THIS AGREEMENT. YOU SHOULD  REVIEW THESE TERMS BEFORE PURCHASING OR SIGNING UP FOR ANY PRODUCTS  OR SERVICES BY COMPANY. YOUR CONTINUED AND SUBSEQUENT ACCEPTANCE OF  SERVICES AND/OR PRODUCTS BY COMPANY WILL CONSTITUTE YOUR  ACCEPTANCE OF THESE TERMS AND ANY CHANGES MADE HEREAFTER APPLY ON  A PROSPECTIVE BASIS FOR ANY FUTURE SERVICES OR PRODUCTS. THIS  AGREEMENT IS AN INTEGRAL PART OF, AND IN ADDITION TO, ANY OTHER TERMS,  CONDITIONS, AND POLICIES SET FORTH ON COMPANY’S WEBSITE. IN THE EVENT  OF A CONFLICT, THESE TERMS SHALL PREVAIL. THIS AGREEMENT BECOMES  EFFECTIVE (THE “EFFECTIVE DATE”) ON THE DATE YOU CONSENT TO THESE  TERMS. 

ADVOCACY AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and mutual and dependent covenants hereinafter set  forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the Parties agree as follows: 

1. Appointment. The Client hereby engages the Company, and the Company hereby agrees, upon the  terms and subject to the conditions set forth herein, to be engaged by Client to provide those certain services to the Client as more fully described in Section 3 hereof.  

2. Term and Termination.  ‍

• (a) Term. This Agreement shall become effective on the Effective Date. All Services Fees (as  defined herein) incurred on or prior to the Termination Date shall be due and owing in accordance  with the terms herein but no additional Services Fees shall be due and owing thereafter unless  expressly agreed upon by and between the Parties. 
• (b) Termination. This Agreement may be terminated at any time following the Effective Date upon thirty (30) days’ written notice by either Party to the other Party, or immediately by either Party if the other Party breaches this Agreement and fails to cure such breach within seven (7) days following receipt of written notice from the non-breaching Party (such effective date of termination, the “Termination Date” and the time between the Effective Date and the Termination Date, the “Term”).

3. Services. The Company shall provide the Client with the following services during the Term, and  such other services as the Client and Company may agree upon from time to time in writing (collectively,  the “Services”):  

• • Attending patient appointments via telehealth
• • Taking notes during appointments
• • Asking questions on behalf of the patient during appointments
• • Maintaining a thorough understanding of patient health history and current health status
• • Completing patient paperwork as needed (patient permission required)
• • Establishing new patient-provider relationships
• • Scheduling healthcare appointments, imaging, labs, procedures, etc.
• • Assisting patient with obtaining pharmaceutical products
• • Communicating with patient insurance companies to inquire medical coverage
• • Educating patients on their health conditions and treatments within the applicable advocate’s scope  of practice
• • Protecting patient privacy according to HIPPA guidelines

• (a) Company shall provide the Services (i) in accordance with the terms and subject to the  conditions set forth in this Agreement; (ii) using personnel of required skill, experience, and  qualifications; (iii) in a timely, workmanlike, and professional manner; and (iv) in compliance with  all applicable laws, regulations, and ordinances. 
• (b) Company understands this Agreement does not provide any minimum amount of work, Services, or deliverables to be requested by Client, and nothing herein shall be deemed to create an exclusive arrangement. While any Services are being performed by Company that require access to protected health information by HIPAA, Company shall perform its Services in compliance with the Business Associate Provisions set forth in Exhibit A, attached hereto as if fully set forth herein.

4. Compensation and Reimbursement for Services.

• (a) Services Fees. As consideration payable to the Company for providing the Services, Client  agrees to pay Company the Services Fees as follows: $25 per hour for the Services and  deliverables, inclusive of all taxes (collectively, the “Services Fee”). All Services Fees shall be  payable in United States Dollars only. Any changes to the scope or the Services to be rendered,  deliverables to be delivered hereunder, or the timeline or objectives that impact the Services Fees  will be adjusted by prior written agreement of the Parties.
• (b) Payment of Services Fees. The Services Fee shall be payable within thirty (30) days  following receipt of an invoice with sufficient backup, as reasonably requested by Client, reflecting  the Services performed. In the event of a dispute regarding the Services, an invoice, or the Services  Fees, either Party shall deliver written notice to the other Party and the Parties agree to work  together in good faith to resolve such dispute. All Services Fees shall be paid in United States  Dollars only.
• (c) Out-of-Pocket Expenses. Company will furnish, at Company’s own expense, any and all  equipment, software, hardware, licenses, and other materials needed, including, but not limited to  cell phone, computer, transportation, independent judgment, and all other equipment and resources  necessary to perform the Services and deliver the deliverables, as applicable, in accordance with  the terms of this Agreement. Company agrees to obtain pre-approval from Client prior to incurring  any additional expenses associated with providing the Services.
• (d) Final Invoice. In the event this Agreement is terminated:
• (i) Company shall promptly submit a proposed final invoice to Client for all Services  rendered, or deliverables delivered, in each case received and approved by Client, but not  yet invoiced to Client, on or by the date of such termination; and
• (ii) Company’s proposed final invoice is subject to review, approval, and good faith  disputes by Client, and shall be paid within the terms set forth herein.

5. Intellectual Property Rights. Both Parties shall retain all of their pre-existing respective rights, title and interest in and to any and all of each such Party’s respective Intellectual Property (defined below). Nothing in the Agreement shall be interpreted as assigning or otherwise transferring any interest in such Party’s pre-existing Intellectual Property to the other Party or to any third-party without the written consent of such Party. “Intellectual Property”, as used herein, means all intellectual property rights, whether based on state, federal, international, or foreign laws, including, without limitation, all patents; trademarks, whether or not federally registered; copyrights; trade secrets; Confidential Information (defined below); proprietary information; and the like, as well as all applications, to any agency, for perfection of such rights.

6. Deliverables. All deliverables arising from or relating to the Services performed by Company shall, in each case, become the sole and exclusive property of the Client.  

7. Confidentiality.

• (a) “Confidential Information” means all confidential, non-public, and/or proprietary  information concerning a Party or its business, (referred to as a “Disclosing Party” as applicable)  which is provided to or otherwise obtained by the other Party (referred to as the “Receiving Party”  as applicable) but does not include any information that: (i) was known to the Receiving Party prior  to its disclosure by Disclosing Party; (ii) has become publicly known through no fault of the  Receiving Party; (iii) was disclosed to the Receiving Party by a third-party without restriction on  use or disclosure, so long as the third-party was not subject to a confidentiality obligation with  respect to the disclosed information; or (iv) was independently developed by the Receiving Party.
• (b) The Receiving Party represents, warrants, and covenants that Receiving Party shall hold  and keep the Confidential Information strictly confidential using at least the same degree of care as  the Receiving Party would use to protect its own Confidential Information, but in no event with  less than a reasonable degree of care. Receiving Party further represents, warrants, and covenants  that it shall not disclose, share, reproduce, market, advertise, promote, publish, or otherwise discuss  or make available all or any part of the Confidential Information in any form whatsoever at any  time, to any person or entity, and for any purposes whatsoever other than as permitted herein.
• (c) The Receiving Party shall use the Confidential Information received from the Disclosing  Party solely for the purposes contemplated by this Agreement, or for such additional express  purposes as the Disclosing Party may permit in writing. No other rights are implied or granted  under the Agreement. The Receiving Party may not use the Confidential Information in any way  detrimental to the Disclosing Party or Disclosing Party’s clients or business. No license or other  interest in the Disclosing Party’s Confidential Information is hereby granted.

8. Representations; Limitation of Liability. 

• (a) Representations. Other than as specifically set forth below or elsewhere herein, neither  Party makes any representations or warranties to the other Party, express or implied, in respect of  this Agreement: 
• (i) Authority. Each such Party is duly organized, in good standing, and has the power  and authority to enter into this Agreement and to consummate the transactions  contemplated hereby. Each such Party has and will maintain during the Term the proper  licensing, credentialing, and certification applicable to such Party, in each case as required  to fulfill its obligations pursuant to this Agreement. 
• (ii) No Breach of other Agreements; Non-Infringement. Neither the execution nor the  delivery of this Agreement, nor the consummation of the transactions herein contemplated,  nor compliance with the terms hereof, will conflict with or result in a breach of any of the  terms, conditions, or provisions of any agreement or instrument to which such Party is now  a party that in any way restrict or impinge upon the Services to be provided or received hereunder, each as applicable. Neither the Services provided, nor the content used to  provide such Services by either Party hereto shall violate any intellectual property right  held by a third-party or violate any law, regulation, or ordinance. 
• (iii) Compliance with Laws. Each Party has complied with, is not in violation of, and  shall at all times during the Term comply with, each and every statute, law, rule, and  regulation applicable to such Party with respect to the Party’s conduct under this  Agreement and the operation of such Party’s business hereunder.  
• (b) Limitation of Liability. EXCEPT IN THE EVENT OF FRAUD, GROSS NEGLIGENCE, WILLFUL  MISCONDUCT, THIRD-PARTY CLAIMS, BREACH OF CONFIDENTIALITY, OR INFRINGEMENT OF  INTELLECTUAL PROPERTY RIGHTS:
• (i) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR  SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, IN EACH  CASE AND WITHOUT LIMITATION, LOSS OF PROFITS OR LOST BUSINESS, EVEN IF SUCH  OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
• (ii) THE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT  EXCEED, IN THE AGGREGATE, THE SERVICES FEES ACTUALLY PAID TO COMPANY HEREUNDER DURING THE ONE (1) YEAR PRECEDING THE EVENT GIVING RISE TO THE  CAUSE OF ACTION.

9. Indemnification. EACH PARTY (EACH, AN “INDEMNIFYING PARTY” AS APPLICABLE) SHALL  INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER PARTY (EACH AN “INDEMNIFIED PARTY” AS  APPLICABLE) FROM AND AGAINST ANY AND ALL LOSSES, EXPENSES (INCLUDING REASONABLE  ATTORNEY FEES), CLAIMS, ACTIONS, DAMAGES, AND LIABILITIES, JOINT OR SEVERAL, TO WHICH SUCH  INDEMNIFIED PARTY MAY BECOME SUBJECT UNDER ANY APPLICABLE STATUTE, LAW, ORDINANCE, REGULATION, RULE, CODE, ORDER, CONSTITUTION, TREATY, COMMON LAW, JUDGMENT, OR DECREE, MADE BY ANY THIRD PARTY (EACH A “THIRD-PARTY CLAIM”), RELATING TO OR ARISING OUT OF: (A) THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY; (B) A BREACH OF THIS AGREEMENT BY THE INDEMNIFYING PARTY OR ANY OF ITS REPRESENTATIVES, EMPLOYEES, OR CONTRACTORS; OR (C) A VIOLATION OF ANY LAW, REGULATION, OR ORDINANCE  COMMITTED BY THE INDEMNIFYING PARTY.

10. Independent Contractor. Nothing herein shall be construed to create a joint venture or partnership  between the Parties hereto or an employee/employer relationship. Company shall be an independent  contractor pursuant to this Agreement. Neither Party hereto shall have any express or implied right or  authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the  other Party to any contract, agreement, or undertaking with any third party unless expressly given such  permission. Neither Party shall have the right to control the means, method, or performance by the other  Party of its obligations under this Agreement. Company understands and agrees that Company is  responsible to pay all taxes due and owing as a result of Services Fees paid to Company pursuant to this  Agreement. Company agrees that Company is not and will not become an employee, partner, agent, or  principal of the Client while this Agreement is in effect. Company is therefore not entitled to the rights and  privileges of employment that are extended to the Client’s employees and the Client shall have no  obligations to Company in connection with any of the foregoing or for withholding income or payroll taxes.

11. Permissible Activities. Nothing herein shall in any way preclude the Company from engaging in  any business activities or from performing services for its or their own account or for the account of others. 

12. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses as shall be specified by each Party or, absent such specified address, to the most recent address or email address in the Company’s records.

13. Entire Agreement. This Agreement, together with each exhibit attached hereto, and each duly executed amendment to each of the foregoing, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

14. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights of the Parties hereunder may otherwise be transferred or assigned by any Party unless approved in writing by the other Party.

15. No Third-Party Beneficiaries. This Agreement is made for the sole benefit of the Parties hereto and  their respective 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.  

16. Headings. The headings in this Agreement are for reference only and shall not affect the  interpretation of this Agreement.

17. Amendment and Modification; Waiver. This Agreement may only be amended, modified, or  supplemented by an agreement in writing signed by each Party hereto or, in the case of an amendment or  modification to the Agreement by Company, by posting such notice on Company’s Website or posting an  updated version of the Terms on the Company’s website. Any changes made by Company shall be made  prospectively only. No waiver by any Party of any of the provisions hereof shall be effective unless  explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this  Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising  from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise  of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the  exercise of any other right, remedy, power, or privilege. 

18. Severability. If any provision of this Agreement would, under applicable law, be invalid or  unenforceable in any respect, such provision shall (to the extent permitted by applicable law) be construed  by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof  should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or  otherwise affect any other provision of this Agreement. 

19. Business Dispute. In the event that the Parties disagree or engage in any dispute, controversy, claim,  or other action regarding this Agreement or interpretation thereof (each a “Business Dispute”), then, prior  to commencing litigation, the Parties will consult and negotiate with each other in good faith for a period  of time not less than thirty (30) days to attempt to find a mutually agreeable solution. Notwithstanding the  foregoing, the Parties agree that any dispute involving an alleged breach of Section 6 or 7 herein shall not be subject to the thirty (30) day period set forth in this Section 19 and that a breach of Section 6 or 7 herein  will irreparably harm the other Party. Accordingly, in the event of a breach of Section 6 or 7 herein by a  Party shall entitle the non-breaching Party to promptly seek injunctive relief in a court of competent  jurisdiction in addition to any other remedies the non-breaching Party may have at law or in equity, in each  case without bond.

20. Governing Law. THIS AGREEMENT AND ANY LITIGATION OR DISPUTE BETWEEN THE PARTIES  ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (WHETHER GROUNDED IN CONTRACT, TORT, STATUTE, LAW, OR EQUITY) SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND  INTERPRETED PURSUANT TO THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ITS  CHOICE OF LAWS PRINCIPLES.

21. No Strict Construction. The Parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an  original, but all of which shall together be 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 shall be deemed to  have the same legal effect as delivery of an original signed copy of this Agreement.

23. Compliance with Laws. Each Party intends and, in good faith, believes that this Agreement  complies with current applicable and relevant international, federal, and state laws. Each Party agrees to  fully comply with all applicable federal and state laws when performing under this Agreement. 

24. Time is of the essence. The Parties agree that time is of the essence with respect to all dates and  time periods set forth in this Agreement.

25. No Medical Services, Referrals, or Practice of Medicine: Notwithstanding anything to the contrary  set forth herein, in no event will Company have nor exercise any control or discretion over any methods by  which clinical professionals render medical services. If any right or obligation under this Agreement is  deemed to constitute the practice of medicine or otherwise violate applicable practice of medicine laws,  then such right or obligation will be deemed waived by the Parties to the extent required by applicable law  and such requirement or permission will automatically be modified to avoid such violation but otherwise maintain the Parties’ business intent to the extent permitted by applicable law. Company will not provide  any of the following services to or on behalf of Client: (a) assigning or designating specific clinical  providers to treat specific patients, (b) assuming responsibility for the care of patients, (c) deciding what  medical services should be provided to patients or how such services should clinically be provided, or (d)  engaging in any other activity that constitutes the practice of medicine or that would require the Company  or its equity holders to have professional licensure under applicable state licensure laws regarding the  practice of medicine or that would otherwise be prohibited by applicable law. None of the Services to be  provided by Company under this Agreement obligate Company to generate patient flow or business in  violation of applicable law. No part of this Agreement is intended to compensate Company for generating  patients or business; rather the Company is hereby engaged to provide only those Services set forth herein  at all times in compliance with applicable law.

26. Survival. The provisions of Sections 5 through 26 of this Agreement shall survive termination of  this Agreement, along with all other provisions which by their nature apply to post-termination events. 

By accepting these Terms, Customer agrees it has read this Agreement, fully understands its contents, is  legally competent, and has the authority to enter into this Agreement. Customer also agrees it has had an  adequate opportunity to consult an attorney regarding any terms of this Agreement before agreeing to it,  agrees to the allocation of risk, limitation of liability, and indemnification contained herein, and Customer  agrees to the use of an electronic clickwrap signature (and checkbox agreement, if applicable) to consent to  this Agreement.

EXHIBIT A 
BUSINESS ASSOCIATE PROVISIONS

The Company will perform any Services involving Protected Health Information (as that term is defined  by HIPAA) created or received by the Company on behalf of Client (“PHI”) in accordance with the  following Business Associate Provisions. 

1. General Provisions. 

• a. Effect. To the extent that the Company receives PHI, the terms of this Exhibit A supersede  all conflicting or inconsistent terms and provisions of this Agreement to the extent of such conflict  or inconsistency. 
• b. Capitalized Terms. Capitalized terms used in this Exhibit A without definition in the Agreement (including this Exhibit A) are defined in the administrative simplification section of the  Health Insurance Portability and Accountability Act of 1996, HITECH (defined below) and their  implementing regulations as amended from time-to-time (collectively, “HIPAA”). The terms “use”,  “disclose” and “discovery” or derivatives thereof, although not capitalized, will also have meaning  as defined in HIPAA.
• c. No Third Party Beneficiaries. The Parties have not created and do not intend to create by  this Agreement any third party rights (including third party rights for patients).
• d. Amendments. The Parties acknowledge that the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HITECH”) impose additional requirements with respect to privacy, security and breach notification (collectively, the “HITECH BA Provisions”). A future HITECH BA Provision and any other future amendments to HIPAA affecting business associate agreements are hereby incorporated by reference into this Agreement as if set forth in this Agreement, effective on the date specified under HIPAA for such future HITECH BA Provision or other amendment.

2. Obligations of the Company. 

• a. Use and Disclosure of Protected Health Information. The Company may use and  disclose PHI as permitted or required under this Agreement (including this Exhibit A) or as required  by law, but may not otherwise use or disclose any PHI. The Company will not, and will assure that  its employees, other agents and contractors do not use or disclose PHI in any manner that would  constitute a violation of HIPAA if so used or disclosed by Client. To the extent that the Company  is to carry out Client’s obligations under the HIPAA Privacy Rule, the Company will comply with  the requirements of the HIPAA Privacy Rule that apply to Client in the performance of such  obligation. Without limiting the generality of the foregoing, the Company is permitted to use or  disclose PHI as set forth below:
• i. The Company may use PHI internally for the Company’s proper management and  administration or to carry out its legal responsibilities.
• ii. The Company may disclose PHI to a third party for the Company’s proper management  and administration, provided that (A) the disclosure is required by law or (B) such third party agrees to the same restrictions, conditions and requirements that apply to the  Company under this Agreement with respect to PHI or otherwise enters into a “business  associate agreement” with the Company or Client.
• iii. The Company may use PHI to provide Data Aggregation services if required or permitted under this Agreement.
• iv. The Company may de-identify PHI consistent with applicable HIPAA requirements.
• b. Safeguards. The Company will use appropriate safeguards and comply with the HIPAA  Security Rule, where applicable, to prevent the use or disclosure of PHI other than as permitted or  required by this Exhibit A. The Company will implement Administrative Safeguards, Physical  Safeguards and Technical Safeguards that reasonably and appropriately protect the Confidentiality,  Integrity and Availability of electronic PHI that it creates, receives, maintains or transmits on behalf  of Client.
• c. Minimum Necessary Standard. To the extent required by the “minimum necessary” requirements of HIPAA, the Company will only request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure.
• d. Mitigation. The Company will take reasonable steps to mitigate, to the extent practicable,  any harmful effect (that is known to the Company) of a use or disclosure of PHI by the Company  in violation of this Exhibit A. 
• e. Trading Partner Agreement. The Company will not (i) change the definition, Data  Condition or use of a Data Element or Segment in a Standard (ii) add any Data Elements or  Segments to the maximum defined Data Set, (iii) use any code or Data Elements that are either  marked “not used” in the Standard’s Implementation Specification or are not in the Standard’s  Implementation Specification(s) or (iv) change the meaning or intent of the Standard’s  Implementation Specification(s). 
• f. Agreements by Third Parties. The Company will obtain and maintain an agreement with  each agent or subcontractor that has or will have access to PHI, pursuant to which such agent or  subcontractor agrees to be bound by the same restrictions, terms and conditions that apply to the  Company pursuant to this Agreement with respect to such PHI.
• g. Reporting of Improper Disclosures of PHI. If the Company discovers a (i) use or  disclosure of PHI in violation of this Agreement by the Company or a third party to which the  Company disclosed PHI, (ii) Successful Security Incident (as defined herein) or (iii) Breach of  Unsecured PHI, then the Company will report the use or disclosure in accordance with HIPAA and  applicable state privacy laws to Client without unreasonable delay and in any event within 60  calendar days after its discovery (or such earlier time frame as may be required under applicable  state Law). “Successful Security Incident” means successful unauthorized access, use, disclosure,  modification, or destruction of Electronic PHI or interference with system operations in an Information System in a manner that materially risks the Confidentiality, Integrity, or Availability  of such PHI. Notice is hereby deemed provided, and no further notice will be provided, for  unsuccessful attempts at such unauthorized access, use, disclosure, modification, or destruction,  such as pings and other broadcast attacks on a firewall, denial of service attacks, port scans,  unsuccessful login attempts, or interception of encrypted information where the key is not  compromised, or any combination of the above.
• h. Access to Information. Within 15 Business Days (or such earlier time frame as may be  required under applicable state law) after receipt of a request from Client for access to PHI about  an Individual contained in any Designated Record Set of Client maintained by the Company, the  Company will make available to Client such PHI for so long as the Company maintains such  information in the Designated Record Set. If the Company receives a request for access to PHI  directly from an Individual, then the Company will forward such request to Client within 10  Business Days (or such earlier time frame as may be required under applicable state Law).
• i. Availability of PHI for Amendment. Within 15 Business Days (or such earlier time frame  as may be required under applicable state law) after receipt of a request from Client for the  amendment of an Individual’s PHI contained in any Designated Record Set of Client maintained  by the Company, the Company will provide such information to Client for amendment and  incorporate any such amendments in the PHI (for so long as the Company maintain such  information in the Designated Record Set) as required by 45 C.F.R. §164.526. If the Company  receives a request for amendment to PHI directly from an Individual, then the Company will  forward such request to Client within 10 Business Days. 
• j. Accounting of Disclosures. Within 15 Business Days (or such earlier time frame as may  be required under applicable state law) after receipt of notice from Client stating that Client has  received a request for an accounting of disclosures of PHI (other than disclosures to which an  exception to the accounting requirement applies), the Company will make available to Client such  information as is in the Company’s possession and required for Client to make the accounting  required by 45 C.F.R. §164.528. If the Company receives a request for an accounting directly from  an Individual, then the Company will forward such request to Client within 10 Business Days.
• k. Availability of Books and Records. The Company will make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary for purposes of determining Client’s and the Company’s compliance with HIPAA.

3. Obligations of Client.

• a. Permissible Requests. Client will not request that the Company use or disclose PHI in any  manner that would not be permissible under HIPAA if done directly by Client.
• b. Minimum Necessary Information. Client represents that, to the extent that Client provides PHI to the Company, such information is the minimum necessary PHI for the  accomplishment of the Company’s purpose.
• c. Consents/Authorizations. Client represents that, to the extent that Client provides PHI to  the Company, Client has obtained the consents, authorizations and other forms of legal permission required under HIPAA and other applicable Law, including any necessary authorizations for the  use of PHI for marketing purposes, if applicable.

4. Effect of Termination of this Agreement. Promptly after the expiration or termination of this  Agreement, the Company will either return to Client or destroy all PHI then in the Company’s possession;  provided, however, that to the extent that the Company reasonably determines that the return or destruction  of such PHI is not feasible, then the terms and provisions of this Exhibit A will survive the expiration or  termination of this Agreement and such PHI may be used or disclosed only for the purposes that prevented  the Company’s return or destruction of such PHI.