Addendum to Software License Agreement

ADDENDUM TO SOFTWARE LICENSE AGREEMENT

(HOSTED)

This Addendum (“Addendum”), dated effective as of the day of JanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecember, 20, (“Effective Date”), is made and entered into by and between Data Strategies Inc. /MDSuite.(“Company”) and (“Licensee” with respect to that certain software license agreement dated as of the day of JanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecember, 20 (“License Agreement”). Company and Licensee may sometimes be individually referred to herein as a “Party” and collectively as the “Parties.” This Addendum and the License Agreement are referred to herein collectively as the “Agreement.”

RECITALS

A.Licensee is a provider of healthcare services.

B.Licensee is in need of certain electronic health record (“EHR”) application services, and also is in need of certain hosting, implementation, training, and support and maintenance services with respect to an EHR solution.

C.Company has developed a hosted EHR solution (the “Program,” as defined more fully in Schedule1.1).

D.Licensee would like to subscribe to the Program (inclusive of all necessary licenses to utilize the applications utilized as part of the Program), pursuant to the terms and conditions of the Agreement.

E.Company would like to host, implement, train, support, and maintain the Program and license the Program (together with related Documentation and Services) to Licensee for use and access through the Site (as defined in Schedule1.1), pursuant to the terms and conditions of the Agreement.

F.Licensee and Company are entering into the License Agreement contemporaneously with their execution of this Addendum.

G.Licensee and Company wish to amend and supplement certain provisions of the License Agreement through the execution of this Addendum with the intent to make this Addendum controlling with respect to any inconsistent or contrary terms or conditions in the License Agreement, except as otherwise expressly provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
TRANSACTIONS

1.1Definitions. Schedule1.1contains a partial list of definitions for terms capitalized in this Agreement. For purposes of the Agreement, any defined terms occurring in both the License Agreement and this Addendum will have the meanings assigned to them under this Addendum. Terms capitalized but not defined in this Addendum, but defined in the License Agreement, will have the meaning ascribed to them in the License Agreement.

1.2Scope and Structure of Agreement. This Agreement governs all transactions between the Parties with respect to the licensing of the Program and the purchases of related products and services by Licensee from Company (“Transactions”). The Parties shall memorialize each Transaction by an order in the form of Schedule1.2 (“Order Form”) to be executed by Company and the Licensee. Each Transaction shall be governed by the terms of the Agreement and the applicable Order Form. A Transaction is effective as of the date on which Company and the Licensee have executed the applicable Order Form (“Order Effective Date”).

1.3Addition and Removal of Users: Reorganizations.

(a)Addition. With respect to each Transaction hereunder, Licensee will have the option from time to time in its discretion to add Users to the Transaction. Each Order Form may set forth an additional Subscription Fee required and other terms for adding Users to the Transaction. If the Order Form does not set forth an additional Subscription Fee required, then no additional Subscription Fee will apply. To add a User to a Transaction, Licenseeshall notify Company in writing of the name of the new User and shall agree to pay the additional Subscription Fee set forth in the Order Form, if applicable. Unless otherwise provided in an Order Form, upon Licensee’s agreement to pay the additional Subscription Fee, if applicable, the new User will for all purposes of the applicable Order Form be deemed a User under the Order Form.

(b)Removal. With respect to each Transaction hereunder, Licensee will have the option from time to time in its discretion to remove Users from the Transaction. Each Order Form may set forth the decreases to the Subscription Fee and other terms that apply when removing a User from the Transaction. If the Order Form does not set forth decreases to the Subscription Fee in the event of removal of a User, then the specific Subscription Fee under the Transaction will be equitably adjusted to account for any expected decreased usage of Services or the Program or decreased volume of Services provided by Company, and the Parties shall amend the Order Form to reflect such decrease. To remove a User from a Transaction, Licenseeshall notify Company in writing of the name of the User being removed. Licensee will be entitled to Transition Assistance under Section15.9 with respect to the removed User. After the termination or expiration of the Transition Period, the removed User will no longer be deemed a User under the Order Form. When a User is removed from a Transaction, Licensee will have the option to assign to the User the right to continue to receive the Services and exercise the license rights under the Order Form, provided that the User separately agrees in writing to comply with the terms and conditions of this Agreement and shall pay an amount equal to the reduction in Licensee’s Subscription Fee.

1.4Reorganizations. The Parties anticipate that Licenseemay undergo reorganizations and changes to corporate structure during the term of this Agreement. Without limiting Licensee’s rights set forth above, Licensee will have the right to reallocate license rights and the rights to receive Services under this Agreement and each Order Form among any successor in interest to Licensee, and authorized Users. Licenseeshall notify Company of such changes. Such changes will be without additional cost to Licensee or Licensee’s successor in interest.

1.5Services. Unless otherwise specified in the applicable Order Form, Company shall provide implementation services in connection with each Transaction as specified below (“Implementation Services”), and shall provide Hosting Services in connection with the Program as defined in Section1.10 below and as further specified in the Order Form and/or the Statement of Work in the form of Schedule1.5 (“SOW”), which shall be incorporated, directly or by reference, into the relevant Order Form. Additional professional Services to be provided by Company may be detailed in the SOW.

1.6Scheduling. Company and Licensee in a given Transaction may agree on target dates for certain specified milestones, such as the completion of a particular phase, the availability or acceptance of the Program or other Deliverable or the Program Cut-Over Date. These dates shall be set forth in the applicable Order Form or its accompanying Specifications or SOW. Company shall use its best efforts to meet the agreed-upon target dates and shall notify Licensee as soon as Company believes that a particular target date will not be met. The Parties may also agree on deadlines for achieving specified milestones, which will also be set forth in the applicable Order Form or its accompanying Specifications or SOW. If Company fails (or appears likely to fail) to meet a deadline for any reason not attributable to the fault of Licensee, Company shall immediately notify Licensee and shall provide additional persons or other resources, as requested by Licensee and at no additional charge to Licensee, to complete the task involved within the stated deadline or, if the deadline is missed, in as timely a manner as possible. Company shall commence Implementation Services no later than 60 days after contract is signed unless Licensee requests a later date.

1.7Rights in Data. Licensee will be the sole and exclusive owner of all data, specifications, and other information provided to Company by or on behalf of any User and any and all updates or modifications thereto or derivatives thereof made by or for Company (“Licensee Data”) and all IP Rights in the foregoing. Licensee Data will be deemed Licensee’s Confidential Information. Company hereby irrevocably assigns to Licensee, without further consideration, all IP Rights and other rights Company may have or obtain in Licensee Data. Upon any expiration or termination of this Agreement, or upon Licensee’s request at any time, Companyshall promptly provide an electronic copy of all Licensee Data to Licensee in the format and with the file layouts reasonably requested by Licensee, at no additional charge to Licensee. If Licensee requests at any time, Companyshall destroy all copies of the Licensee Data in Company’s possession or control. Companyshall not withhold any Licensee Data as a means of resolving any dispute. Companyshall not use Licensee Data for any purpose other than that of rendering Services under this Agreement, nor sell, assign, lease, dispose of or otherwise exploit Licensee Data. Companyshall not possess or assert any lien or other right against or to Licensee Data.

1.8Safeguarding Licensee Data. Companyshall establish and maintain environmental, safety and facility procedures, data security procedures and other safeguards against the destruction, loss, or alteration of Licensee Data in the possession of Company which are (i)in conformance with the requirements set forth in this Agreement; and (ii)no less rigorous than those maintained by Company for its own information of a similar nature. As part of the Services, Companyshall develop and maintain procedures for the reconstruction of lost Licensee Data, and Companyshall correct, at Licensee’s request, any destruction, loss or alteration of any Licensee Data caused by Company. Companyshall employ industry-standard Internet firewall technology to secure and prevent unauthorized access to Licensee Data. Companyshall employ an appropriate level of physical security at itsdata center, including without limitation, fire and intruder alarms and avoidance systems, and other physical security appropriate for mission-critical, secure data processing.

1.9Security. At a minimum, Companyshall employ the following security methods and procedures.

(a)Access Controls. Company shall only permit access to Licensee Data in accordance with the terms of this Agreement or as otherwise agreed by the Parties in writing.

(b)Provision. The Parties shall work together in good faith to ensure appropriate User provisioning. Access to data will be as authorized by Licensee under the terms of this Agreement and otherwise, as mutually agreed upon by the Parties in writing.

(c)Patch Management / Anti-Virus Software. Company shall appropriately manage its use of software patches in accordance with TRUSTe’s Security Guidelines, as applicable as of the Effective Date. In addition, Company shall employ the latest industry-standard anti-virus software at all times while this Agreement is in effect and as long as it maintains or otherwise has in its possession Licensee Data.

(d)Data Isolation. Licensee Data shall be logically isolated from other Company customers’ data to further restrict unauthorized access using methods and procedures mutually agreed upon by Company and Licensee.

(e)Network Isolation. Company’sdata center shall have appropriate network segmenting of Company and Licensee’s systems at the data center.

(f)Restricted Access. Company shall not access Licensee Data except as necessary to provide Services under this Agreement. All printed copies (if authorized) of Licensee Data shall be kept to a minimum and shall be shredded at earliest convenience after they are no longer needed for the purpose for which they were authorized.

(g)Resource and System Monitoring. Company shall provide a comprehensive system monitoring procedure to include server, network, and test PC monitoring, as appropriate.

(h)No Off-Shoring. Company warrants and represents that any and all Services and Deliverables hereunder shall only be provided by Company employees residing within the United States of America. Companyshall ensure that any non-public information or data learned by it as a result of entering into this Agreement shall not ever leave the jurisdiction of the United States of America and shall never be accessed by anyone from outside the United States of America or by anyone who is not an employee of Company. Any modification to the foregoing limitation shall require the prior written consent of Licensee. Any breach of the foregoing shall constitute a material breach of this Agreement.

(i)Disaster Recovery. Company shall make commercially reasonable efforts to prepare for and otherwise recover from a natural disaster, such that Licensee will be able to promptly restore normal business operations as rapidly as practical after a natural disaster.

1.10General Requirements.

(a)Hosting Services; Website Access. Among the Services to be provided under this Agreement, Companyshall, in accordance with all Licensee requirements, host on Company’s computer systems an Internet website (the “Site”) that will offer the Program and Services and information to individuals identified by Licensee (collectively, the “Hosting Services”).

(b)UserIDs and Passwords. Companyshall provide approved Licensee personnel with unique user identification numbers and passwords uponLicensee’s request. Upon Licensee’s request, Companyshallimmediately make all additions, changes and deletion to the user identification numbers and passwords assigned to approved Licensee personnel.

(c)Licensee Network Access. To the extentCompanyis granted access to Licensee’s network, Company shall use such access solely to meet its obligations under this Agreement.

(d)URL Ownership. Each Party shall retain ownership of its respective intellectual property, including its respective URLs, Hyperlinks, trademarks, trade names or otherwise. Company has no ownership or use interest in the foregoing or in the URLs used by Licensee.

(e)Website User Data. All Licensee trademarks, copyrights and patents and information relating to website visitors, including user data, are the sole property of Licensee, and may be used by Company only with the express written permission of Licensee. Company has no ownership rights over Licensee’s intellectual property.

1.11Effect of Article; Controlling Provisions. The terms of this Article shall supersede any provisions, terms, and conditions contained in the License Agreement relating to the subject matter addressed in this Article, and the rights of the Parties with respect to such subject matter shall be governed exclusively by the provisions, terms and conditions of this Article. If an Order Form, SOW, or purchase order on a form provided by Company in any way conflicts with or is inconsistent with the terms or conditions herein, the terms and conditions of this Article will prevail.

ARTICLE II
IMPLEMENTATION SERVICES

2.1Company’s Responsibilities. In each Transaction, Company shall provide Implementation Services, and the Implementation Services shall include those services necessary to implement the Program. Company and Licenseeshall organize a mutually acceptable implementation work plan which will be attached to the applicable Order Form or Statement of Work (“Implementation Work Plan”). At a minimum, the Implementation Work Plan will spell out the key responsibilities of the respective Parties and the critical dates associated with the implementation of the Program, including testing dates, training dates, Program Cutover and the like. Company shall use its reasonable best efforts to cooperate with Licensee’s service partners and local extension centers during the implementation of the Program.

2.2Professional Services. For each Transaction, Company shall configure the Program and other Deliverables, integrate the Program and other Deliverables (if they have been sold as an overall system), and perform any Additional Services specified in the SOW accompanying the Order Form.

2.3Training. Company shall sufficiently train personnel designated by Licensee so that such personnel will be proficient in the use of the Program before the applicable Program Cut-Over Dates in accordance with the following:

(a)Training Groups and Materials. Company shall conduct training classes for all Licensee personnel according to their assigned class of service/job functions or other classification to be determined by Licensee. All training sessions shall be conducted at a site designated by Licensee, using software programs identical (both physically and in actual operation) to the Program. Company shall provide, at no expense to Licensee, all reference manuals, booklets, pamphlets, and other training materials relevant to the Program in amounts specified in the applicable Order Form.

(b)Operator Training. In addition to the User training specified in the preceding paragraphs, Company shall conduct special training sessions for the Program operators one week prior to each Program Cut-Over Date as specified in each Order Form. These sessions shall provide “hands-on” training. A Company trainer shall be stationed at the operators’ workstation on the Program Cut-Over Date to assist in processing activities and in handling trouble situations. After the Program Cut-Over Date, a Company trainer shall sit with the operator of the Program for the first day after Program Cut-Over Date to provide further assistance, as necessary, on the proficient use of the Program.

(c)In-House Training. Company shall sufficiently train Licensee-designated personnel in the Program training techniques and content to enable Licensee to assume responsibility for the Program training on an ongoing basis after the Program Cut-Over Date.

(d)Training Videotapes. Company shall make available pre-recorded training videotapes for Licensee’s ongoing in-house Program training when offered as a training aid.

2.4Cut-Over Support. In connection with each Program Cut-Over, Company shall provide the following Services to Licensee:

(a)Help Desk. Starting one (1) hour before the scheduled time of Program Cut-Over, Company shall make available a help desk (“Help Desk”) at the sites where the Program has been made available. The Help Desk shall accept trouble tickets from Users or department coordinators and shall appropriately refer the problem for resolution. Any requests for changes to the Program from Users shall be referred to Company personnel. The Help Desk shall be staffed with a minimum of two (2) Company staff members, one of whom shall be the software specialist responsible for Licensee station reviews, to respond to all questions and concerns, and take immediate steps to remedy any issues or errors in the Program. Employees, contractors and authorized agents of Company (“Company Personnel”) who make the Programavailable to Licensee shall be available on site to solve problems on and after the Program Cut-Over Date as necessary to remedy problems relating to the Program.