PROVIDER SUBSCRIPTION AGREEMENT

1. Scope of Services

The EMRG EMR system provides the following functions:

• Manage and store patient information including demographics, medical history, diagnoses, allergies, medications, and test results;
• Facilitate communication between Provider personnel regarding patient information;
• Provide secure means for Provider/patient communication;
• Streamline Provider administrative processes; and
• Securely store patient and Provider data.

This subscription includes the above functionality plus any additional features as may be implemented by EMRG through the normal evolution of the EMRG EMR system. Note that some new or additional functionality may be made available under a new subscription agreement or a supplement to this Agreement, and there may be an additional cost. The EMRG EMR system will be made available via internet connection.

The parties acknowledge and agree that the EMRG EMR system is not intended for use in a third-party payor situation. The scope of functionality of the EMRG EMR system does not include that necessary for compliance as an EMR for Medicare, Medicaid and similar state and federal third-party payors including contractors for such programs.

The EMRG EMR system is for the internal use of Provider related to medical services that it directly provides. Provider represents that it is a medical practice, clinic or other direct medical services provider. Provider shall not sublicense, resell, or otherwise make available the EMRG EMR system for any entity or individual who is a third party.

2. Subscription Term and Renewal

This Agreement and the subscription implemented hereby shall have an initial term of one (1) year (the “Initial Term”) and shall automatically renew for subsequent terms of one (1) year each unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

3. Fees and Payment Terms

Subscription Fee

For the Initial Term, the Subscription Fee is locked at $________ per year per user, which is billed in monthly installments of $___________. For renewal terms, the Subscription Fee shall increase at a rate as set by EMRG, which shall be reasonably based on experienced and anticipated inflation rates in the computer technology industry.

Pharmacy Link Fee

If Provider has agreed to include the optional EMRG Pharmacy Link service, the Fee for such service shall be an additional $_________ per year, billed in monthly installments of $_______ during the Initial Term. The Pharmacy Link Fee shall increase in subsequent terms at the same rate as for the EMRG EMR system Subscription Fee.

Payment Terms

Provider agrees to pay Fees by automatic monthly electronic means that can be ACH or other means as approved by EMRG. EMRG will automatically bill Provider's account each month. If Provider uses a credit card, Provider agrees to pay an additional 3% of each Subscription Fee payment as a transaction fee.

Taxes

All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Provider is responsible for all such taxes except those based on EMRG's income.

4. Access and Use

Access is limited to authorized users designated by Provider, and Provider is responsible for all activities conducted by users authorized under Provider's account. Provider agrees to terminate the accounts of users whose relationship with Provider is terminated and to do so within one (1) business day of such user's termination. Provider shall ensure that all of its users comply with all applicable laws and regulations.

5. Business Associate Agreement

The parties have executed or execute herewith a Business Associate Agreement (“BAA”) in the form attached hereto as Exhibit A. Provider agrees to refrain from uploading any Protected Health Information to the EMRG EMR system until the parties have executed such BAA. In the event of any conflict between the BAA and this Agreement, the BAA shall control with respect to PHI.

6. Support and Maintenance

Support Services

EMRG shall provide reasonable technical support for the EMRG EMR system as is typical for a SaaS platform during EMRG's standard business hours (Monday through Friday, 9:00 AM to 5:00 PM Central Time, excluding holidays) via email or EMRG's designated support portal or support telephone line. Support is limited to troubleshooting issues related to the functionality of the EMRG EMR system as described in the applicable documentation and does not include general training, configuration, or customization assistance unless expressly agreed in writing.

Maintenance Services

EMRG may, at its sole discretion, provide updates, patches, or enhancements to the EMRG EMR system (“Maintenance”) to ensure its continued operation and security. Maintenance may include bug fixes, performance improvements, or new features, but EMRG is under no obligation to provide specific updates or enhancements unless explicitly stated in the Agreement. EMRG reserves the right to schedule maintenance windows, which may result in temporary unavailability of the EMRG EMR system and will endeavor to provide reasonable advance notice of planned downtime, except in cases of emergency maintenance.

Exclusions

Support and Maintenance do not cover issues arising from:

• Provider's misuse, modification, or unauthorized access to the EMRG EMR system;
• Provider's failure to implement EMRG's recommended configurations or updates;
• Third-party software, hardware, or networks not provided or controlled by EMRG;
• Provider's internet connectivity issues; or
• Any other cause outside EMRG's reasonable control.

EMRG may, at its discretion, provide assistance for excluded issues at its then-current professional services rates, subject to mutual agreement.

7. Confidentiality

Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or by electronic means, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

EMRG's Confidential Information includes, but is not limited to, the EMRG EMR system's architecture, source code, technical documentation, pricing, business strategies, and any non-public features or roadmaps. Provider's Confidential Information includes Provider's non-public data uploaded to or processed by the EMRG EMR system, including Patient Data as defined herein.

Obligations of the Receiving Party

The Receiving Party shall:

• Hold the Disclosing Party's Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses for its own confidential information, but in no event less than reasonable care;
• Not disclose, publish, or otherwise reveal the Confidential Information to any person or entity except as expressly permitted herein; and
• Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

8. Intellectual Property

Subject to the terms of this Agreement, EMRG grants Provider a non-exclusive, non-transferable, revocable right to access and use the EMRG EMR system solely for Provider's internal business purposes during the subscription term.

Provider shall not:

• Sublicense, resell, provide third-party access to, or distribute the EMRG EMR;
• Reverse engineer, decompile, or attempt to derive the source code or otherwise replicate the appearance or functionality of the EMRG EMR system; or
• Use the EMRG EMR system in violation of applicable laws or to infringe third-party rights.

All intellectual property rights in and to the EMRG EMR system and the Pharmacy Link are and shall remain exclusively those of EMRG. To the extent that Provider's feedback and suggestions to EMRG are incorporated into the appearance or functionality of EMRG EMR system or Pharmacy Link, Provider hereby assigns same to EMRG.

9. Warranties

Mutual Warranties

Each party represents that it has the legal power and authority to enter into this Agreement.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EMRG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EMRG DISCLAIMS RESPONSIBILITY FOR THE ACCURACY OF DATA AND PROVIDER SHALL REMAIN SOLELY RESPONSIBLE TO ENSURE THAT DATA INPUT INTO THE EMRG EMR ACCURATELY REFLECTS SERVICES PROVIDED AND MEETS APPLICABLE REQUIREMENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EMRG'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL NOT APPLY IN CASES OF INFRINGEMENT OF INTELLECTUAL PROPERTY.

11. Termination

Termination for Cause

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. In the case of Provider's breach of its payment obligations, EMRG may immediately suspend services and Provider's access to EMRG systems.

Effect of Termination

Upon termination, Provider shall cease all use of the EMRG EMR system. Subject to the conditions stated in this Section, EMRG will make Provider's Patient Data available for download for a period of thirty (30) days following termination. Provider agrees that payment of all amounts due is a condition precedent to EMRG's obligation to make such data available for download.

12. Data Use, Migration and Transition

Ownership of Data

Provider retains all rights in and to the non-public data regarding its patients that is input into EMRG's systems by Provider (collectively “Patient Data”), subject to the use and storage agreements and limitations stated herein. EMRG shall own all data, other than Patient Data, created by EMRG while performing the services stated herein (“System Data”).

Data Use

Provider understands and agrees that EMRG may use and store Patient Data as permitted under this Agreement, the Business Associate Agreement, and as required by law. This includes without limitation the storage of Patient Data for at least the durations required by law.

Local Backup

Provider agrees to create, maintain and adhere to a policy of making local backups of its data that is used in the EMRG EMR system. Local backups should be made no less frequently than daily.

13. Compliance with Laws

General Compliance

Each party shall comply with all applicable federal, state, local, and international laws, regulations, and rules (“Applicable Laws”) in connection with its performance under this Agreement.

Provider's Compliance Obligations

Provider, as a physician or healthcare provider, is solely responsible for ensuring that its use of the EMRG EMR complies with all applicable laws, including but not limited to:

• Maintaining the privacy and security of protected health information (“PHI”) in accordance with HIPAA and HITECH requirements;
• Obtaining and maintaining all necessary patient consents, authorizations, or permissions required for the collection, storage, processing, or disclosure of PHI via the EMRG EMR;
• Implementing appropriate administrative, physical, and technical safeguards to protect PHI, as required by Applicable Laws;
• Complying with state medical licensing, telehealth, and scope-of-practice regulations; and
• Ensuring compliance with any applicable data breach notification requirements.

14. Dispute Resolution

Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination (each, a “Dispute”), shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, as modified by this Agreement.

Class Action and Collective Action Waiver

The parties expressly agree that any Dispute shall be resolved on an individual basis only. No Dispute may be arbitrated as a class action, collective action, or representative action, and the arbitrator shall have no authority to consolidate or join the claims of other parties or Providers without the express written consent of both parties.

15. General Terms

Assignment

Neither party may assign their rights or obligations under this Agreement without the other party's prior written consent, which consent shall not be unreasonably withheld. As an exception to the foregoing, either party may assign their rights and obligations to a successor entity resulting from a merger, reorganization or similar transaction.

Governing Law

This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws principles. The above arbitration provision shall be governed by the Federal Arbitration Act (FAA) and, to the extent not inconsistent with the FAA, the laws of Texas.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings regarding the subject matter hereof.

Execution

This Agreement may be executed in counterparts, in hardcopy or electronically.

Execution

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last signed below: