DIRECT HEALTHCARE SERVICES AGREEMENT

Purpose, Approach, and Structure: The purpose of this Direct Healthcare Services Agreement is to provide a standardized and broadly acceptable agreement that can be uniformly used across many different types of healthcare service offerings. This would include different compensation models such as: subscription (i.e., per member per month), shared savings, quality rated, and fee for service. The goal of this agreement is to establish a simplified method for providers and payers of healthcare services to directly contract with each other and simplify the business of healthcare. The agreement is structured so that the standard, core agreement can be used across many different use cases, with the solution specific terms (“Attachment A”) supporting variability for different models of care and compensation methods.

THIS DIRECT HEALTHCARE SERVICES AGREEMENT (the “Agreement”) is a binding legal contract by and between the provider of healthcare services that delivers services under the terms of this Agreement, (“Provider”), and the payer of healthcare services that accesses these services, (“Payer”). This Agreement is effective as of the date that both Provider and Payer engage under this Agreement (the “Effective Date”). Provider and Payer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms herein shall have the meanings specified in Article 1 – Definitions of this Agreement.

RECITALS

WHEREAS, Payer desires for Provider to engage under this Agreement in order for Payer’s Plan Members to access the healthcare services of Provider, and Provider desires for Payer to engage under this Agreement in order to deliver healthcare services to Payer’s Plan Members; and,

WHEREAS, The Parties acknowledge that this Agreement establishes a direct contractual relationship between them and that although there may be third-party beneficiaries to this relationship, there are no other parties to this Agreement; and,

WHEREAS, The Parties acknowledge that Payer is the sole party responsible for the payment of the Covered Services, and the decisions regarding what care is to be provided remains between the patient and his/her Provider, and not with Payer.; and,

WHEREAS, The Parties acknowledge that although the Provider’s fees for delivering Healthcare Services are paid by the Payer, this arrangement and Agreement shall not interfere with or replace the direct relationship between the patient and the Provider.

TERMS

NOW, THEREFORE, in consideration of the mutual covenants set forth below and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound by this Agreement, hereby agree as follows.

ARTICLE 1 – DEFINITIONS

The following terms shall have the meanings as ascribed to them or referenced below (such terms shall be equally applicable to both the singular and plural forms of the terms defined):

“Agreement” shall mean this Direct Healthcare Services Agreement, including any Solution Specific Terms, or addenda, amendments, exhibits, supplemental terms, and modifications hereto or thereto from time to time that are mutually agreed to and accepted by the Parties. For avoidance of doubt, the Agreement does not include any terms of use, terms of service, or other legal terms applicable to any other website or other web-based platform.

“Applicable Law” shall mean all applicable federal, state and local laws, rules and regulations, now or hereafter in force and effect, governing the provision of the healthcare services that are delivered by Provider or otherwise relating to the Agreement or governing Payer or Provider in connection with the Agreement including, without limitation, HIPAA.

“Benefit Program” or “Benefit Plan” or “Plan” means the benefits under a federal ERISA employer health plan, underwritten by Payer or Payer’s client, affiliate, or other legally related entity through which a relationship exists with Payer.

“Claim” means a request for reimbursement for Covered Services rendered to an eligible Participant, at a Provider’s location, virtually, or at other agreed upon locations, and submitted by or on behalf of a Provider using one or more Tax Identification Numbers entered by Provider through this Agreement and submitted to Payer. A Claim may be requested prospectively and paid before Covered Services are rendered.

“Clean Claim” means a Claim which has no defect or impropriety that prevents Payer from processing and adjudicating the Claim. A defect or impropriety shall include, without limitation, lack of required substantiating documentation or a particular circumstance requiring special treatment which prevents timely payment from being made on the Claim. This term shall not include a Claim from a health care provider who is under investigation for fraud or abuse regarding that Claim.

“Clinic(s)” means any location(s) where a Provider delivers in-person Covered Services.

“Covered Services” means those healthcare products and services within the scope of this Agreement rendered to a Participant for which Payer has agreed to pay.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and its implementing regulations.

“Facility-Based Healthcare Providers” means those organizations, individual physicians, or allied health professionals, whether directly employed or contracted, who primarily deliver healthcare services within a facility. This includes but is not limited to: anesthesia, emergency, pathology, radiology, hospitalist, or any specialty whereby the Provider has engaged under a direct or possibly an exclusive arrangement. For avoidance of doubt, providers who deliver services from an office, through mobile clinics, at the Member’s home, or at other retail settings are excluded from the definition of Facility-Based Healthcare Providers.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

“Non-Covered Services” means those medical and hospital services that do not qualify as Covered Services.

“Non-Participating Provider” means a provider that has not entered into this Agreement or that does not participate in any Solutions for the purpose of providing Covered Services to Participants.

 “Participant” or “Plan Member” or “Member” means an eligible participant or beneficiary (as those terms are defined by ERISA) in a Benefit Program that is participating in a Solution, to receive Covered Services, through the Solution’s Participating Provider(s).

“Participating Provider” or “Provider” means a provider of healthcare products or services that has entered into this Agreement for the purpose of providing Covered Services to Participants.

“Payer” means self-funded employer health plans, employers, and/or other corporate entities that find, request, activate, and/or receive Covered Services from Providers through Solutions and are responsible for paying for these Covered Services.

“Platform” means a technology-based solution that simplifies and operationalizes this Agreement and enables Providers to deliver their services to Payers and Members.

“Platform Vendor” means the legal entity that operates a Platform through which this Agreement may be operationalized. An example of a Platform Vendor is Apaly Health.

“Provider Affiliates” means a duly licensed medical professional or subcontractor that Provider employs or contracts to deliver healthcare services to Participants.

“Provider Services” means those healthcare services customarily performed by Provider and within the scope of Provider’s license and accreditation.

“Solution” means a program or offering that contains Solution Specific Terms (in conjunction with the terms of this Agreement). A Solution can be thought of as being similar to a Network.

“Solution Specific Terms” means any scope of services, payment terms, privacy policy, and/or other terms that participating Payers and Providers agree to, in order to participate in a Solution. The Solution Specific Terms of each specific Solution can be reviewed and electronically accepted and are populated herein as Attachment A – Solution Specific Terms and any other attachments and supplemental terms included in this Agreement at the time of acceptance by the Parties. If this Agreement is facilitated through a Platform, then this Agreement and the Solution Specific Terms may be dynamically generated for either Payer or Provider on the Platform.

“Visit Pass” or “Membership Card” (collectively “Digital ID”) means a digitally generated verification that indicates an individual is a Participant and eligible to receive Covered Services. The Digital ID may include such information as: (a) Payer name and identifier (b) relevant phone numbers for Participant or Provider services; (c) relevant identifying numbers such as Participant member ID number, employer group number and Benefit Program number; (d) an approval number (similar to a prior authorization number) that shall be submitted with Provider’s Claim (if applicable); and, (e) claims address and plan administrator information. Nothing herein shall require any Provider to make any changes or enhancements to its systems or technology in connection with a Digital ID, except as may be separately agreed.

ARTICLE 2 – OBLIGATIONS OF THE PARTIES

Obligations of the Parties: Payer and Provider shall both comply with the following conditions and obligations:

Legal Obligations. Both Parties acknowledge that neither Party can enter into any transaction pursuant to this Agreement that is a prohibited transaction under ERISA or Applicable Law. The parties shall work together to ensure compliance with Applicable Law in performing or preparing to perform under this Agreement.

Use of Names. Both Parties agree to allow the other Party and Platform Vendor to use their name or other branding that is expressly permitted (in form and content), for the sole purpose of having Participants be able to identify and locate the Party in order to access Provider Services. Any use of a Parties logo or branding will be subject to separate terms and conditions required by the Party or its affiliated entity(ies). The Parties agree to provide updated information to the other Party and the Platform Vendor regarding the above as may from time to time be necessary, and Party shall promptly notify these parties of any change in the information pertinent to this section. The Parties may disclose the fact of its participation status in its communications with third parties and in its participating listings or such other information or relationship in accordance with the terms Parties separately agree to in writing.

Obligations of Payer: Payer shall comply with the following conditions and obligations:

Participant Identification. Payer may furnish a Digital ID to Participant as a means to identify Participant, demonstrate Participant’s status on the Plan, confirm approval for Provider to deliver the Covered Services, and support Provider in creating and submitting Claims (as applicable) for reimbursement from Payer.

Provider Identification. Payer will provide Participants with a listing of available Providers within a Solution, and may provide financial incentives to Participants to use these Providers through Benefit Program design, subject to and in accordance with Applicable Law and other contractual obligations if applicable.

Payment for Covered Services. Payer will reimburse Provider for Covered Services rendered to eligible Participants pursuant to the Solution Specific Terms through which the Parties have agreed and which were in effect at the time that the Covered Services were rendered. If applicable, for hospital inpatient services, the Solution Specific Terms that were in effect at the time of admission shall govern all services provided until discharge.

Obligations of Provider: Provider shall comply with the following conditions and obligations:

Services Provided. Provider agrees to provide to Participants, those Covered Services that Provider is qualified to provide and customarily provides within the scope of Provider’s qualifications, licenses and certifications (as applicable), which include the Covered Services provided by physicians and allied health professionals that are contracted or employed by Provider and billed at those locations that are identified by Provider on the Platform or through this Agreement, and as may be more specifically identified in the Solution Specific Terms.

Provider as a Healthcare Provider Group Practice. Where Provider is, owns, or operates a healthcare provider group practice, Provider shall use commercially reasonable efforts to maintain and share a true, complete, and accurate roster of Provider’s physicians, allied health professionals, and locations where Covered Services are rendered under this Agreement.

Facility-Based Healthcare Providers. Where Provider is a Facility-Based Healthcare Provider, Provider will use commercially reasonable efforts to compel all Facility-Based Healthcare Providers, to become Providers under this Agreement. In the event a Facility-Based Healthcare Provider is a Non-Participating Provider, then Provider shall identify these Non-Participating Facility-Based Providers to all Payers.

Referrals. To the extent applicable, Provider will use their best efforts to facilitate the referral of Participants to Participating Providers for the provision of Covered Services as requested by the Plan, except: (a) in situations in which such referral is not medically reasonable, (b) if a specific referral to a provider that is not a Participating Provider is otherwise required or permitted by the Participant’s Benefit Program, (c) if no Participating Provider is available to provide the required Covered Services, or (d) the Participant desires to use an alternate provider who is not a Participating Provider, subject to Provider’s clinical judgment and in consultation with the patient.

Vetting. To the extent applicable, Provider shall cooperate with Payer or Payer’s designee, to validate the status of Providers employed or contracted physicians or allied healthcare professionals. Upon a Payer’s written request, Provider shall complete and submit an information form, and inform Payer in a timely manner of any changes to the information. For clarification, this section does not constitute formal credentialing as otherwise the case with insurance carriers or Medicare. This section only describes the cooperation between the Parties to validate the Provider’s status such as medical license, background check, etc.

Medical Records. To the extent applicable, Provider shall maintain a complete and accurate medical record for each Participant to whom Provider renders Covered Services under this Agreement in accordance with usual and customary practices and as required by Applicable Law.

Discrimination Prohibited. Provider shall not differentiate or discriminate in the treatment of Participants or in the quality of services rendered to Participants based on race, creed, color, national origin, sex, age, religion, sexual orientation, gender identity, veteran status, handicap, place of residence, health status, source of payment, credit history, or any other ground prohibited by Applicable Law.

Licenses, Certifications, Hospital Privileges. Provider will exercise commercially reasonable efforts so that all of Provider’s employed or contracted physicians or allied healthcare professionals who are used by Provider to deliver Covered Services to Participants under this Agreement have, and shall maintain, throughout the term of this Agreement, all appropriate and unrestricted medical licenses, certifications and hospital privileges (if applicable), as appropriate for his or her professional discipline.

Management Services Organization. In the event Provider contracts with a management services organization (“MSO”) to handle administrative or other “back-office” tasks for the Provider, the Parties acknowledge and agree that the MSO DOES NOT RENDER MEDICAL OR HEALTH CARE RELATED SERVICES OR TREATMENTS. ACCORDINGLY, THE MSO IS NOT RESPONSIBLE FOR THE HEALTH CARE OR OTHER SERVICES THAT ARE DELIVERED BY PROVIDER. PROVIDER IS SOLELY RESPONSIBLE FOR THE HEALTH CARE OR OTHER SERVICES IT DELIVERS.

Provider Insurance. Throughout the term of this Agreement, Provider shall maintain professional and general liability insurance coverage (or shall self-insure) to protect against allegations arising out of the rendering of professional services or the alleged failure to render professional services by Provider and its employees. For purposes of this Section, “professional services” shall include but is not limited to Covered Services. Such liability coverage shall be in the amounts consistent with Provider type, industry standard and as may be required by Applicable Law.

ARTICLE 3 – COMPENSATION, PAYMENT, CLAIMS, AND REFUNDS

Payments for Covered and Non-Covered Services. Payment for Covered Services will be reimbursed to Provider in the amount and methods expressed in Attachment A – Solution Specific Terms in effect between the Parties.

Compensation. Provider shall accept, as payment for Covered Services rendered to a Participant, the amount determined in accordance with Attachment A – Solution Specific Terms. Provider acknowledges and agrees that no party other than Payer shall be liable for payment of Covered Services provided to Participants.

Non Subscription-Based Provider Terms. NOTE: This section may not be applicable to subscription / membership-based providers (e.g., direct or advanced primary care). For those Providers who participate in Solutions that are non-subscription based compensation models, the following terms may apply to you.

Collection of Co-Payments. As applicable, Provider, or Platform Vendor on Provider’s behalf, may collect from Participants any applicable Co-Payments as determined by Payer. Pursuant to this Agreement, with respect to Covered Services rendered by Provider under an applicable Benefit Program, Provider agrees that it will not bill Participant for any amounts other than applicable Co-Payments or as described above.

Claim Submission. As applicable, Provider, or Platform Vendor on Provider’s behalf, may submit Claims for all Covered Services rendered to a Participant by submitting an appropriate Claim form in the manner prescribed by Payer within ninety (90) days of: (a) the date the services are rendered; or (b) the date Provider received notice of denial of a Claim from Payer to which the Claim was submitted. Claims received after the ninety (90) day Claim submission period may be denied for payment and, in the event of such denial, Provider shall hold Payer and Participant financially harmless for the payment of such Claims. Each Claim shall describe the services rendered to the Participant with sufficient particularity to enable the Payer to reasonably determine whether or not the services rendered are Covered Services. Provider agrees to provide any additional information which is reasonably necessary to determine benefits and to verify performance under this Agreement. Notwithstanding the foregoing, Payer and Provider agree that Provider will use reasonable efforts to submit Claims for Covered Services as set forth above within thirty (30) days. However, a failure to do so shall not constitute a material breach of this Agreement provided that Provider submits such Claim within the longer time periods noted above.

Claim Payment. As applicable, Payer shall pay Clean Claims within the time period mandated by Applicable Law and shall be subject to any interest and/or penalties provided under Applicable Law. Payer and Provider agree that Payer will use reasonable efforts to process all Clean Claims for Covered Services within thirty (30) days from the date of receipt. However, a failure to do so shall not constitute a material breach of this Agreement provided that Payer processes such Clean Claim within timeframes required by state and federal law.

Referral Disclaimer. Payments made pursuant to this Agreement shall not be determined in any manner by the volume or value of any potential or actual referrals between the Parties. No amount paid pursuant to this Agreement is intended to be, nor shall it be construed to be, an inducement or payment for referral of patients by Payer to Provider or any other third party. Both Parties shall comply with all Applicable Laws regarding fraud and abuse.

Limitation of Liability. Regardless of whether there is a total and fundamental breach of this Agreement, or whether any remedy provided in this Agreement fails of its essential purpose, in no event shall either of the Parties hereto be liable for any amounts representing loss of revenues, loss of profits, loss of business, or incidental, indirect, consequential, special or punitive damages, whether arising in contract, tort (including negligence), or otherwise; regardless of whether the Parties have been advised of the possibility of such damages arising in any way out of or relating to this Agreement. The foregoing limitations do not affect any liability arising from willful misconduct, gross negligence, data or cyber security breaches, or any other liability which cannot be excluded or limited under Applicable Law. Provider shall perform any healthcare services hereunder in a good and workmanlike manner. Any other services offered or performed by Provider are AS-IS.

ARTICLE 4 – DISPUTE RESOLUTION

If any dispute or controversy arises among the Parties with respect to the terms or interpretation of this Agreement, or the rights of any Party hereunder, or with respect to any transaction involved hereunder, the Parties shall attempt in good faith to negotiate a settlement, within thirty (30) working days of either Party notifying the other, provided that nothing herein shall prevent either party from seeking relief from a court of competent jurisdiction to obtain temporary injunctive, declaratory or other emergency relief.

ARTICLE 5 – TERM AND TERMINATION

Term. The initial term of this agreement shall be twelve (12) months (the “Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”). During the Initial Term and each subsequent Renewal Term, this Agreement shall remain in effect between Payer and Provider with each other as long as: (a) Payer and Provider both participate jointly in a Solution and accept the Solution Specific Terms (or, have not opted out in accordance with the Solution Specific Terms); (b) neither Party has specifically been excluded from a Solution, and (c) this Agreement is not specifically terminated as to a Payer or a Provider as set forth herein. Unless terminated as set forth below, both Parties agree to maintain their respective acceptance and terms for the Solution within which this Agreement is incorporated for the duration of the twelve (12) month Initial Term and the duration of each subsequent twelve (12) month Renewal Term, unless as mutually agreed upon in writing by the Parties.

Termination Without Cause. This Agreement may be terminated without cause by either Party at any time upon ninety (90) days’ advance written notice, after which either Party then discontinues its participation in the particular Solution through which the Parties have engaged in this Agreement.

Immediate Termination. Either Party, in its sole discretion, may terminate this Agreement and discontinue its participation through the specific Solution in which the Parties are engaged in this Agreement, immediately upon written notice to the other Party, in the event of the occurrence of any of the following:

A. The exclusion, suspension, withdrawal, expiration, revocation or non-renewal of any federal, state or local license, certificate or other legal credential authorizing either Party to conduct business or Provider to practice medicine or to render Covered Services;

B. In the event of: (if applicable) (i) the limitation, suspension or loss of any medical license of any employee, contractor or agent of Provider (provided there are no alternative providers of Provider available for appointments), or (ii) the conviction of Provider or any employee, contractor, or agent of Provider of any felony with a material impact on the Covered Services provided hereunder (provided there are no alternative providers of Provider available for appointments);

C. The suspension or revocation of Provider’s or its facilities, employees and agents’ Drug Enforcement Administration certification or other right to prescribe controlled substances, if applicable;

D. A conviction of a felony materially impairing a Party’s ability to conduct business under this Agreement or Provider’s ability to practice medicine (if applicable) or ability to deliver Covered Services to Participants;

E. Provider’s professional liability coverage required under Article 2 – Provider Insurance is terminated or reduced to an amount that is insufficient to meet the minimum requirements under Applicable Law and/or that materially impairs Provider’s ability to practice medicine (if applicable), or provide Covered Services, in Provider’s state(s) of operation;

F. The exclusion, debarment, or suspension of either Party or its facilities, employees and agents from participation in any governmental sponsored program, including without limitation Medicare or Medicaid (if applicable);

Termination for Insolvency. Provider or Payer may terminate this Agreement immediately upon notice to the other Party in the event of: (a) the filing of a petition for relief under bankruptcy law by or against the other Party; or (b) any liquidation, rehabilitation, conservation, or similar proceeding, or upon any other fiscal insolvency of Provider or Payer.

Post-Termination Obligations. Following any termination of this Agreement, the Parties shall continue to abide by the terms of this Agreement, including any payment obligations, in effect as of the day before the effective date of termination until the earlier of: (a) the Participant is transitioned to a new Provider; (b) the completion of Participant’s course of treatment; or (c) a period of 30 days. For clarity, Payer shall pay to Provider all Provider fees incurred for services, including any Covered Services, furnished pursuant to this Section and subject to the terms of this Agreement.

Unforeseen Events. If either Party’s ability to perform that Party’s obligations under this Agreement is substantially interrupted by war, fire, pandemics or public health emergencies, insurrections, riots, the elements, earthquake, acts of God, or, without limiting the foregoing, any other similar cause beyond the control of either Party, the Party shall be relieved of the Party’s obligations only to those affected portions of this Agreement for the duration of such interruption. If such interruption of performance by one Party is likely to continue for more than ninety (90) days, the other Party shall have the right to terminate this Agreement upon thirty (30) days’ prior notice (which notice must be given, if at all, within thirty (30) days of the occurrence of such interruption).

Participant Notification. To the extent applicable, upon the termination of this Agreement, Provider shall cooperate with Payer regarding Participant notification of such termination (without prejudice to any rights of communication the Provider may have under its terms of use or existing law).

Effect of Termination. Termination of this Agreement shall have no effect upon the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination or other transactions occurring outside the scope of this Agreement.

ARTICLE 6 – CONFIDENTIALITY; INTELLECTUAL PROPERTY

Confidential Information. Provider and Payer (each a “Receiving Party”) acknowledge and agree that in the negotiation, execution, or performance of this Agreement a Party may have access to or may be exposed to the Confidential Information of the other Party (“Disclosing Party”). “Confidential Information” means all user information, marketing or business plans, business, financial, technical, operational and other, non-public information of a Party, in any form, that the Disclosing Party marks or describes as proprietary or confidential, or information that the Receiving Party should reasonably know should be treated as confidential. Confidential Information does not include any information that: (a) was in the Receiving Party’s lawful possession before it was disclosed, (b) has become public through no fault of the Receiving Party or was lawfully disclosed to the Receiving Party by a third party with no duty of confidentiality, or (c) is independently developed by the Receiving Party without the use of or access to the Confidential Information.

Obligations. Each Party acknowledges and agrees that: (a) all Confidential Information will remain the exclusive property of the Disclosing Party; (b) it will not use Confidential Information of the Disclosing Party for any purpose other than to perform its responsibilities as described in this Agreement; (c) it will not disclose Confidential Information to any third party other than to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as reasonably necessary to perform their responsibilities under this Agreement. Permitted Persons must be bound to obligations of confidentiality and non-use of Confidential Information that are no less protective than the terms here; and (d) it will return or destroy all Confidential Information of the Disclosing Party, upon termination of the Agreement or at the request of the Disclosing Party, unless needed under Applicable Law or for internal record-keeping requirements.

Intellectual Property. Subject to the limited licenses granted herein, neither Party acquires any right, title or interest from anyone in or to any intellectual property of the other. Any rights or licenses not expressly granted by a Party in this Agreement are reserved for that Party.

Remedies. The Parties agree and acknowledge that a breach of this Article 6 or any other provisions regarding intellectual property, confidentiality, or restrictive covenants may cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the Parties have the right to seek immediate equitable relief to enjoin any breach of the foregoing, in addition to any other rights or remedies allowed under Applicable Law or otherwise.

ARTICLE 7 – MISCELLANEOUS

Notices. Any notice required to be given pursuant to the terms and provisions of this Agreement may be through the Platform (if applicable), electronic mail, via mail or overnight delivery to the corporate headquarters of the Party to be notified, or via such Party’s registered agent for service of process, if applicable.

Independent Contractors. For purposes of this Agreement, Payer and Provider are independent contractors. No agency, joint venture, partnership or representation agreement is created by this Agreement.

Provider Qualifications. No third parties make any representation or warrants regarding the qualifications of any of Provider or Provider’s Affiliates, and have no obligation to verify the qualification status of any of these organizations or individuals (including any material presented by any Provider).

Delivery of Healthcare Services. The Parties acknowledge that this Agreement, the Benefits Program, and not other parties dictate the health care services that are provided by Provider or govern a physician’s or hospital’s determination of what care to provide its patients, even if those patients are Participants. The decision regarding what care is to be provided remains with the Participant and the Provider, and not with Payer.

Non-Exclusivity. Nothing in this Agreement shall be construed to be an exclusive arrangement, nor shall this Agreement prevent either party from entering into similar Agreements or contracts with other entities on the Platform or through other means or prevent Participants from choosing other Providers, Non-Participating Providers in general, Plan options, Benefit Programs, or programs.

Non-Circumvention. The Parties will not: (a) solicit, approach or enter into any contract for Healthcare Services with a third party that the other Party knows is a client of the other, without the prior written consent of the other Party; or (b) use the Platform or any information on the Platform to circumvent, or attempt to circumvent each other.

Assignment. This Agreement shall not be assigned by any Party without the prior written consent of the other Party, provided that any Party can assign this Agreement to an affiliated entity without consent of any other Party.

Amendments. This Agreement can only be amended or supplemented when accepted and acknowledged by both Parties.

Invalidity or Unenforceability. The invalidity or unenforceability of any terms or provisions of this Agreement shall in no way affect the validity or enforceability of any other term or provision.

Applicable Law. To the extent not preempted by federal law, and without regard to principles of conflict of laws, this Agreement will be governed by and construed in accordance with the laws of the state of Delaware.

Entire Agreement. This Agreement and all attachments including: Solution Specific Terms, schedules, exhibits, addenda, and supplemental terms hereto shall constitute the entire agreement between the Parties regarding the subject matter hereof and thereof. In the event of any conflict between a provision in the Solution Specific Terms, this Agreement, and any attachments hereto, the Agreement controls except where the terms of any attachment are intended to supersede the underlying Agreement and/or the Solution Specific Terms

Proprietary Information. The terms of this Agreement and any information and material provided by one Party to the other Party in contemplation of or in connection with this Agreement, remains proprietary to the Disclosing Party.

State Required Disclaimer for Subscription Based Direct or Advanced Primary Care services only: This Agreement is not health insurance and the provider will not file any claims against the patient’s health insurance policy or plan for reimbursement of any services covered by the Agreement. This Agreement does not qualify as minimum essential coverage to satisfy the individual shared responsibility provision of the Patient Protection and Affordable Care Act, 26 U.S.C. s. 5000A. This Agreement is not workers’ compensation insurance and does not replace an employer’s obligations under any state worker’s compensation laws.

Note: Although the above disclaimer may be legally required to be presented in this agreement, and states that the provider will not file any claims against the patient’s health insurance policy or plan for reimbursement of any services covered by the agreement, there may be instances where direct or advanced primary care providers will submit their subscription charges to the health plan through a platform using claims as the mechanism. In which case, the employer’s health plan would be paying for their plan member’s charges as an integrated solution in their health plan.

ATTACHMENT A – SOLUTION SPECIFIC TERMS

Solution Name: Advanced Primary Care Plus (APC+)

Solution Type: Quality Based – Advanced Primary Care

Compensation Model: Subscription (Per Engaged Member Per Month – PEMPM)

Mission and Intent: The overall mission and intent of the APC+ program is to help bring advanced primary care (direct patient-to-provider relationships) mainstream, by making it simple for self-funded employer health plans (i.e., Payers in this agreement) to pay for APC+ for their employees and families. In no way is this program designed to interfere with or replace the direct relationship between the Member and the Provider.

Description: Advanced Primary Care Plus (APC+) is a new approach to care delivery that supersedes current direct and advanced primary care models and can be easily added to any self-funded employer health plan. APC+ combines nationwide participants of top performing advanced primary care providers, with integrated services that are designed to target some of the top categories of cost for most self-funded employer health plans and provide support to APC+ clinicians. APC+ is designed to align incentives between payers and providers to drive higher quality, better outcomes, lower costs, and deliver a stellar member experience.

Rates, Charges, and Payments:

Subscription (PEMPM): Providers define and enter their own PEMPM through the Platform. Payers can define their maximum acceptable rate. If the Provider’s rate is higher than the Payer’s maximum acceptable rate, then the Member will have the option of paying the delta out of pocket, if the Member still desires to select the Provider. Platform Vendor may offer PEMPM pricing support for Provider, based on the services that Provider indicates will be delivered and integrated into their PEMPM charge.

Charges to Payer: Platform Vendor will process Provider’s charges to Payer within twenty-four (24) hours of a Member’s subscription initially being triggered, and on the first of each month thereafter (as applicable), during the term of the Member’s subscription.

Payments to Provider: Platform Vendor will collect Provider’s payment from Payer, and after the payment is received from Payer, Platform Vendor will process payments to Provider on or before the fifteenth (15th) of each calendar month thereafter, during the term of the Member’s subscription. Notwithstanding the foregoing, Provider agrees and accepts that Platform Vendor is not the Payer. Platform Vendor processes charges to, and collects payments from Payer on behalf of Provider. Platform Vendor will pay Provider through the Platform’s automated payment process, which may include direct ACH transactions to Provider’s bank account. Provider’s banking institution must participate in the ACH network. Any fees incurred by Provider related to payment, are Provider’s responsibility, not that of the Platform Vendor.

Additional Solution Attributes:

E-Consults: Real time e-consults with specialists at the point of care may be available for Providers to utilize at the Provider’s discretion. This is a resource that is available at no charge to the Provider.

Member Engagement: The Solution may include automated intake coordination and initial onboarding for all Members by a care team member acting to support the Provider. These are integrated services that may include: 1) initial telemedicine intake encounters to gather each Member’s complete medical history, 2) behavioral health screenings, and 3) coordinating the scheduling of each Member’s initial encounter with their new APC+ Provider (virtual encounter accepted).

Virtual Primary Care: For those Members who attempted to attribute to an APC+ provider through the Platform but found no clinic near the address that they entered, at the Payer’s discretion, the Member may be offered a Virtual Advanced Primary Care Plus (vAPC+) solution as an interim solution until a personal APC+ clinician becomes available in the Member’s area.

Member Attribution: At the Payer’s discretion, Member subscriptions may be triggered upon their selection of a Provider, or when the Member’s initial intake encounter is reported into the Platform.

Marketing Communications: Payer and Provider both agree that success of the Solution is directly related to maximizing member engagement. Therefore, both Parties agree that until the Member becomes an active subscriber with a participating Provider, Platform Vendor will execute an ongoing marketing communications and outreach program to the Members in accordance with Applicable Law. This program may be coordinated through Payer’s HR and communications department. At the Payer’s discretion, Providers may be permitted to perform direct marketing to Members.

Scope of Services:

BASIC MINIMUM SCOPE OF SERVICES

The following services are defined as a minimum scope of services that are required by all Providers to participate in the Solution:

OPTIONAL SERVICES

The following optional services are additional services that can be delivered by Provider, based on the Provider’s individual service capabilities, and indicated in the Provider’s profile on the Platform. When the Provider indicates that they can deliver any of these additional optional services, the Provider will indicate if the optional service will be integrated into the Provider’s PEMPM charge, or billed separately on a fee for service basis.

ELECTRONIC ACCEPTANCE

Acceptance. By participating in the specific Solution in which this Agreement is incorporated, the Party named below: a) agrees to be legally bound by this Agreement along with any of the Solution Specific Terms and any other attachments that are incorporated herein      ; b) confirms his/her legal authority to enter into this Agreement on behalf of his/her respective Party; and (c) acknowledges that all information provided in connection with this Agreement is accurate, current and complete to the best of the individual’s knowledge.

ELECTRONICALLY ACCEPTED

One Medical Addendum

This One Medical Addendum (“Addendum”) supplements and is made a part of the Direct Healthcare Services Agreement (the “Agreement”) between the Payer (as defined in the Agreement), on the one hand, and One Medical Group, Inc. a CA professional corporation and its affiliated professional corporations (“One Medical”), on the other. By executing the Agreement, Payer additionally agrees to the supplemental terms contained in this Addendum for any services provided by One Medical to the Payer and the Payer’s Plan Members. Capitalized terms used but not otherwise defined in this Addendum shall have the same meaning as those terms have under the Agreement. For clarity, One Medical is a Provider as defined under the Agreement.

1. “Digital ID” Information. In addition to the information listed in the definition of “Visit Pass” or “Membership Card” (collectively “Digital ID”), Payer will provide to One Medical, either via the Platform Vendor or directly, information for each engaged Member as requested by One Medical.

2. Subscription PEMPM. One Medical’s PEMPM will be listed in the Platform, which shall be subject to change from time to time at One Medical’s sole discretion. Any changes to One Medical’s PEMPM will be reflected immediately in the Platform. One Medical will use reasonable effort to provide advance notice to Payers of any increase in the PEMPM fee. A Member is engaged, and their subscription is triggered for payment purposes, upon completion of a Member’s initial visit (virtual or in-person) with a One Medical provider. Once a Member’s subscription is triggered, One Medical will, on a monthly basis, bill Payer for the next 12-months of PEMPM, as long as at the start of each month, the Member remains enrolled on the Payer’s plan and has selected One Medical  as a provider on the Platform . At the end of the 12-month period, if a Member (i) remains enrolled on the Payer’s plan; (ii) such Member has had a virtual or in-person visit with a One Medical provider in the last 12 months; and (iii) continues to have One Medical selected on the platform, One Medical will, on a monthly basis, bill Payer for the subsequent 12-months period.

3.  Payment Obligations. Notwithstanding any provision in the Agreement to the contrary, Payer’s obligation to pay One Medical all amounts owing or to become owing under the Agreement, including any fees for any services provided by One Medical to the Payer or the Payer’s Plan Members (including with respect to any services provided in connection with post-termination obligations), shall survive termination of the Agreement.

4. Patients of Government Sponsored Programs. Payer will inform its Members that those enrolled in Medicare (including Medicare Advantage), Medicaid, or any other government healthcare program or plan (“Government Payor Beneficiaries) are not eligible to select One Medical as their provider on the Platform, and ensure such Government Payor Beneficiaries do not select One Medical in the Platform or otherwise elect to receive services from One Medical under the terms of the Agreement.

5. Notice. Notice to One Medical shall be provided to the following address:

For One Medical: Legal – OM4B

Address: One Embarcadero Center, 19th FL

                San Francisco, California 94111

Email: [email protected]

6. Conflict of Terms. The Agreement is amended by this Addendum where expressly stated in this Addendum. In the event of a conflict of provisions in this Addendum and the Agreement and Attachment A – Solution Specific Terms, the order of precedence is as follows: (i) this Addendum, (ii) the Agreement, and (iii) Attachment A – Solution Specific terms.

7. Change in Laws. Parties agree that if current or future applicable laws (including rulings, decisions or other directives from regulatory agencies) restrict provision of the services or payment of any fees contemplated and due under the Agreement, the Parties will negotiate in good faith to amend the Agreement. Either Party may terminate the Agreement effective immediately upon written notice in the event the Parties are unable to agree upon such amendment. Parties will negotiate in good faith and agree in writing on an equitable compensation arrangement for post-termination obligations pursuant to termination under this Section.

8. Non-Circumvention. The non-circumvention provision in Article 7 of the Agreement shall not apply and is deleted with respect to One Medical.

9. Virtual Primary Care. One Medical does not currently offer a Virtual Advanced Primary Care Plus (vAPC+) option as part of this Solution.

10. Third Party Beneficiary. Apaly Health Inc. is the only third-party beneficiary to the underlying Agreement and any other document memorializing the relationship between the Parties.

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