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HomeMy WebLinkAboutWashington Rural Health Association and United We Care Master Services Agreement - Contract MASTER SERVICES AGREEMENT This Master Services Agreement("Agreement")is made as of January 24th,2025(the"Effective Date%between: Washington Rural Health Association,Represented by David Windom,MSHS Director,having it's principal office at 415 N.6th St.Building 8,Shelton,WA 98584 on behalf of itself and its Affiliates(the"Client"or "Customer"); AND United We Care is a Delaware Corporation Represented by Rim Mehrotra, President and Chief Executive Officer, having it's principal office at 1240 Rescmvorkl5, 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801, on behalf of itself and its Vendor Affiliates, where, for purposes of this agreement, "Vendor Affiliates" means any entity directly or indirectly controlled by, controlling, or under common control with Vendor(the"Vendor"or"Service Provider"). Any Affiliate of Customer may execute a SOW hereunder,and in such case,all obligations of,and references to, Customer in this Agreement shall instead refer to such Affiliate. For proposes of this Agreement, "Affiliate' means any entity directly or indirectly controlled by,controlling,or under common control with Customer. Section 1.Services Section 1.1 Description of Services and Service Levels. (A)Description of Services.Vendor shall provide to Customer the services("Services")as specified in statements of work to this Agreement that are signed by the parties from time to time in a form substantially similar as attached hereto as Exhibit A("S rg"or"Statements of Work"). SOWs and any and all other documents referenced as a part of this Agreedidnt are eer by incorporated by reference into this Agreement. SOWS shall constitute the only au h6rAziuioq'Fof Vendor to take any action that will result in expense to or otherwise on behalf of Cithomer.'Customer does not guarantee Vendor any particular amount of work under this Agreement. The Services shall be performed at the locations identified in the SOW,or if not identified,from such location specified by Customer. Section 1.2 Additional Exhibit Terms.Vendor agrees to comply with the requirements outlined in the following Exhibits attached to this Agreement,which are fully incorporated herein by reference. Exhibit A—Form of Statement of Work Exhibit B-Pricing Exhibit C-Implementation Plan Section 1.3 Personnel. (A) General Reouirements. The parties are independent contractors and nothing in this Agreement or otherwise shall be deemed or construed to create any other relationship, including one of employment,joint venture or agency. Vendor shall be solely responsible for any tares of any type, including central, state or local tax, employment, withholding or reporting tax, social security taxes, workers' compensation taxes or costs, unemployment compensation taxes or costs, or any other taxes or charges, provident fund, gratuity, bonus, workmen's compensation, employee state insurance, other employment Law deductions, or private insurance, related to Vendor or Vendor personnel's receipt of compensation and performance of Services under this Agreement.Vendor will be solely responsible for compliance with immigration and visa Laws and requirements, including compliance with the Immigration and Reform Control Act of 1986 (IRCA) with respect to Vendor employees and contractors and utilizing the federal government E-Verify program to verify the employment eligibility of all of its employees. Vendor represents and warrants that all Vendor personnel (1) will hold appropriate and valid visas or other work authorizations for the jurisdiction in which such individuals will be working, each of which will be valid for a period at least equal to the anticipated duration of each such individual's assignment to the Customer account,and(2)will not be provided by Vendor with any technology or information in violation of any export Laws of the U.S.or any other relevant country. Section 2.Pricing and Payment Terms Section 2.1 Fees. All charges for the Services are set forth in the applicable Statement of Work. Customer shall pay to the Vendor for the Services specified as per the Scope of Work under Appendix - A., and (B) reimbursable expenses,subject to Section 2.3.The parties agree and acknowledge that,except as set forth in the applicable Statement of Work,the charges will be inclusive of,and not subject to adjustment to account for,any inflation or cost of living increases or fluctuation in any currency exchange rates.If Vendor fails to provide the Services in accordance with this Agreement, the applicable charges will be adjusted in a manner such that Customer is not responsible for the payment of any charges for Services that Vendor fails to provide. Vendor is solely responsible for managing its resources so as to provide the Services in compliance with applicable Service Levels and the other terms of this Agreement and each applicable Statement of Work. Section 2.2 Expenses; Taxes. All pass-through or out-of-pocket expenses for which Customer is responsible must be expressly identified in the applicable Statement of Work.If a Statement of Work provides that Customer will reimburse Vendor for travel expenses, Vendor will obtain Customer's prior written approval for travel. Customer will not be responsible for the payment or reimbursement of expenses not expressly identified as a Customer responsibility in the applicable Statement of Work. With respect to services or materials paid for on a pass-through expenses basis, Customer reserves the right to obtain such services or materials directly from a third party or designate the third party source for such services or materials. Vendors will use commercially reasonable efforts to minimize the amount of pass-through and out-of-pocket expenses. The customer will provide the Vendor with a legally sufficient tar exemption certificate. Vendor shall apply the tax exemption to invoices generated after the date Vendor receives such documentation. The Customer shall he liable to pay the applicable federal and State taxes, incase the Customer is unable to provide tar exemption Certificate. Each party will be responsible for any personal property taxes on property it ovens or leases, for franchise and privilege tares on its business,and for taxes based on its net income or gross receipts. Section 2.3Invoicing and Payment Vendorwill invoice Customer based on the terms in the SOW. Section 3.Confidentiality Section.4.1 Confidentiality Obligations. During the term of this Agreement, from time to time, either party may disclose (the "Disclosing Party") or make available to the other party (the 'Receiving Party"), whether orally,electronically or in physical form,confidential or proprietary information concerning the Disclosing Patty and/or its business, products or services in connection with this Agreement (together, "Confidential Information"). Each party agrees that during the term of this Agreement and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s)of this Agreement;and(b) it will not disclose Confidential Information belonging to the Disclosing Pail),to any third party(other than the Receiving Party's employees, contractors and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party's written consent.Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. Vendor hereby agrees that every individual person who performs under this Agreement shall execute the appropriate documents to undertake obligations of confidentiality consistent with the terms set forth herein. Vendor hereby agrees to provide evidence and/or copies of such duly executed documents to Customer upon request. Section 3.2 Confidentiality Exclusions. For purposes hereof, Confidential Information will not include any information that the Receiving Party can establish by convincing written evidence: (a) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party; (b) was acquired by the Receiving Party from a third party having the legal right to furnish same to the Receiving Party without disclosure restrictions; or (c) was at the time in question (whether at disclosure or thereafter)generally known by or available to the public(through no fault of the Receiving Party). Section 3.3 Required Disclosures. These confidentiality obligations will not restrict any disclosure required by order of a court or any government agency, provided that the Receiving Party gives prompt notice to the Disclosing Party of any such order and reasonably cooperates with the Disclosing Party at the Disclosing Party's request and expense to resist such order or to obtain a protective order. Section 3.4 Injunctive Relief. The parties acknowledge and agree that the disclosure of Confidential Information may result in irreparable harm for which there is no adequate remedy at law. The parties therefore agree that the Disclosing Party may be entitled to seek an injunction in the event the Receiving Party violates or threatens to violate the provisions of this Section 3, and that no bond will be required. This remedy will be in addition to any other remedy available at low or equity. Section 3.5 Customer IT Systems Security. To the extent that Vendor accesses Customer's information technology systems for any reason, Vendor shall comply with Customer's security requirements necessary to protect that access, and which are either provided in this Agreement or otherwise provided to Vendor by Customer. This shall include compliance with usage terms of Customer-managed user accounts, prompt notification to Customer if Vendor suspects unauthorized access to their user accounts, and cooperation with Customer questions applicable to Vendor personnel security practices prior to being given access. All access by Vendor personnel to Customer information technology systems shall be subject to prior approval by Customer and shall follow Customer-provided procedures. Vendor shall only have access to Customer information technology systems authorized by Customer and shall use such access solely to the extent minimally necessary for providing Services to Customer. Vendor shall not attempt to access any applications, systems or data which Customer has not authorized Vendor to access or which Vendor does not need to access in order to perform Services for Customer. Vendor's attempt to access any applications,data or systems in violation of the terms in this Section shall be a material breach of the Agreement If Vendor personnel with access to Customer information technology systems no longer require access,Vendor will notify Customer promptly. Vendor and its subcontractors will not perform any of the Services from outside of the United States,and Vendor will not allow any of Customer's data to be sent by any medium,transmitted or accessed outside of the United States. Section 4.Customer Property and Residual Knowledge Section 4.1 Customer Property. Vendor acknowledges and agrees that Customer owns all tangible property, including but not limited to goods, equipment, documents, spreadsheets, notes, disks, text, artwork, computer software,and similar property provided to Vendor by Customer.Vendor agrees to deliver this tangible property to Customer promptly upon Customer's request, but in any event, after Vendor is finished using such tangible property in performing the Services. Section 4.2 Residual Knowledge.Nothing contained in this Agreement will restrict a party from the use of any general ideas,concepts,know-how,methodologies,processes,technologies,algorithms or techniques retained in the unaided mental impressions of such party's personnel relating to the Services which either party,individually or jointly, develops or discloses under this Agreement,provided that in doing so such party does not breach its obligations under Section 3 or infringe the intellectual property rights of the other party or third parties who have licensed or provided materials to the other party. Section S.Representations and Warranties;Compliance with Laws Section 5.1 General Warranties.Vendor represents and warrants to Customer that: (a) it is duly incorporated and validly existing under applicable Laws and in good standing in applicable business locations as required;(b) it has all necessary right, title, license and authorit}r to enter into and perform its obligations wider this Agreement,(c)Vendor has appropriate agreements with its employees and Customer-approved subcontractors to allow it to provide the Services in accordance with the terms of this Agreement,and(d) the person signing this Agreement(including each attachment) on behalf of Vendor has full authority to bind Vendor to the terms and conditions hereof. Section 5.2 Performance Warranties. Vendor represents and warrants to Customer that: (a) the Services performed and the work created under this Agreement will conform with all applicable Laws,industry standards and Customer's instructions and specifications; (b) Vendor will provide the Services in a workmanlike, professional,and ethical manner;(c)the Services performed and the Work Product created under this Agreement will not infringe the copyrights,patents, trade secrets or other intellectual property or other rights of any third party;(d)performing the Services will not conflict with any other agreements to which Vendor is a party;and(e) Vendor will not use any of its own proprietary materials in the Work Product without Customer's prior written permission and an appropriate perpetual license to Customer. Section 5.3 Warranty of Software Integrity. Vendor warrants that any and all computer code and/or software created or modified for, or otherwise supplied to Customer: (A) contains only what is stated in the documentation provided; (B)is free of any open source code that would require Customer to make available any of its Confidential Information, Customer Data, Customer intellectual property or otherwise proprietary information,contains or is subject to any copyleft license,or which is not otherwise covered by the terms of this Agreement regarding Software. For clarity, any open source code provided by Vendor is considered Software under this Agreement; and(C)immediately prior to its delivery to Customer,has been checked for and deemed free of any and all computer viruses and/or other destructive code using a regularly updated, industry-standard software package designed for such purpose and has been inspected by Vendor's authorized personnel. In the event any computer code and/or software created or modified for, or otherwise supplied to Customer contains destructive code, then, in addition to any other remedies available to Customer, at Customer's request, Vendor will,at no cost to Customer:(1)restore to the fullest extent possible any and all data lost by Customer as a result of the destructive code,and(2)provide and install a new copy of the computer code and/or software without the presence of destructive code. Section 5.4 Pass-Through of Third Party Warranties. If third party software or hardware is acquired hereunder,Vendor agrees to pass through to Customer all warranties from such third party software vendors, in addition to the warranties provided in this Agreement. Section 5.5 Additional Warranties; Disclaimer. Other warranties pertaining to the services or deliverables may be se[forth in an applicable Statement of Work.OTHER THAN AS PROVIDED IN THIS AGREEMENT OR ANY STATEMENT OF WORK, THERE ARE NO EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 5.6 Compliance with Laws. Vendor shall comply with all applicable international, federal, state, county, and local Imes, orders, rules, ordinances, regulations, and codes (collectively, "Laws"), including without limitation Vendor's obligations as an employer regarding the health, safety and payment of its employees.Without limiting the generality of the foregoing,Vendor will be responsible for compliance with all (a)Laws applicable to Vendor and Vendor's business(i.e.,Laws under which Vendor would be liable in the case of non-compliance)that affect the provision or receipt of the Services,(b)Laws applicable to the performance or delivery of the Services, and (c) privacy and security Laws to which any Customer Data is subject. Vendor's compliance shall also include identifying and procuring the required permits, certificates, approvals, and inspections in Vendor's performance under this Agreement. Vendor and its subcontractors shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a), which regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race,color,religion,sex,sexual orientation,gender identity,or national origin. Moreover Vendor and its subcontractors shall take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. To the extent applicable, the employee notice requirements set forth in 29 C.F.R. Part 471,Appendix A to Subpart A, are hereby incorporated by reference into this contract. Section 5.7 Conflict of Interest. (A)Vendor hereby represents and warrants to Customer[hat: (1)There is no conflict of interest between Vendor's other contracts, business relationships, revenue-sharing arrangements or other business activities, if any, and the Services to be provided to Customer pursuant to this Agreement, and Vendor will ensure that no such conflict arises during the term of this Agreement (which includes, but is in no way limited to, use of another's confidential and proprietary information).Accordingly, Vendor agrees that it may not perform duties for any third party, if Vendor believes its duties to such third party may result in a conflict of interest relative to Vendor's work for Customer,unless Vendor first notifies Customer in writing of the possible conflict of interest and obtains written consent from an authorized representative of Customer. (2)Vendor will not use for the benefit of Customer any confidential information acquired from any third party and subject to a duty of confidentiality to such third party. (3) Unless previously disclosed in writing to an authorized representative of Customer, Vendor has not, for at least I year before the Effective Date, (a) acted as or been paid for services as a consultant, employee or in any other capacity, to any governmental entity with respect to procurement by such governmental entity of health insurance coverage or an administrative services agreement,or(b)participated in any capacity on behalf of a governmental entity in a decision-making capacity in connection with the procurement of health insurance coverage,administrative services agreement or any related services. (B) Vendor agrees that during the term of this Agreement Vendor will not act as or be paid for services as a consultant for any governmental entity with respect to procurement of such governmental entity's health insurance coverage or administrative services agreement. It is understood by the parties that Customer does not have the exclusive right to Vendor's services. I Section 5.8 Accessibility and Non-Discrimination Compliance. Vendor represents and warrants that the Services provided pursuant to this Agreement comply with all applicable accessibility and non-discrimination laws,regulations and administrative guidance including, but not limited to, the Americans with Disabilities Act of 1990, Sections 504 and 508 of the Rehabilitation Act of 1973, Section 1557 of the Patient Protection and Affordable Care Act of 2010(as each of the forgoing have been and may be amended), and the Information& Communication Technology(ICT)Standards&Guidelines Final Rule issued by the Federal Accessibility Board on January 2017(36 C.F.R. 1193). Vendor agrees that all websites and mobile applications developed or made available to individuals pursuant to this Agreement will be built and maintained in accordance with the W3C's Web Content Accessibility Guidelines (WCAG) 2.0 AA standard (or any subsequent standard adopted by a relevant administrative body, or by Customer). In the event that an accessibility assessment conducted or obtained by Vendor reveals an issue of non-compliance, Vendor will notify Customer of non-compliance and Customer will determine,at its option,next steps.On request,Vendor will provide Customer with a copy of any accessibility assessment completed or obtained by Vendor. In the event that Customer discovers an issue of non-compliance, Customer will, at its option, notify Vendor. If any of the Services do not fully comply with WCAG,Vendor will notify Customer of its remediation plan. Within thirty days of Vendor notifying Customer, Vendor will provide a remediation plan that(i)provides details regarding the deficiencies identified and(ii)sets forth commercially reasonable timeframes for the resolution of such deficiencies. Section 5.9 Environmental Protection. Vendor agrees to comply with applicable environmental laws and regulations regarding hazardous materials, air emissions and waste. Vendor also agrees to complete an annual sustainability survey (as requested by Customer) identifying practices used to minimize its environmental footprint(e.g.,key environmental sustainability policies and/or goals for waste and carbon reduction, recycling and other measurements). Section 6.Insurance Section 6.1 Required Coverage. The Vendor has obtain and maintain insurance in the types and minimum amounts outlined belmv or as required by applicable Law, whichever is greater, and any such additional insurance necessary, to insure against claims that may arise from or in connection with Vendor's obligations under this Agreement,whether such obligations are performed by or on behalf of the Vendor: Commercial General Using$1,000,000 each occurrence Liability $3,000,000 general aggregate $3,000,000 products and completed operations aggregate Workers On a state-approved policy form providing statutory benefits as required by law Compensation and with employer's liability limits no less than$1,000,000 per accident for all Employer's Liability covered losses. i Professional Liability/ $1,000,000 each claim or occun ence/aggregate Errors&Omissions Liability including, where applicable, medical malpractice Cyber/NetworkPrivacy $1,000,000 each claim oroccurrence/aggregate &Security Liability Section 6.2 Additional Insured. Vendor agrees to endorse third-party, liability coverage required herein to include as additional insureds: Mason County, its officials, officers, employees, agents and volunteers, using ISO endorsement CG 20 10 with an edition date prior to 2004. Vendor also agrees to require all contractors, subcontractors and anyone else involved in this agreement on behalf of the Vendor(hereinafter"indemnifying parties")to comply with these provisions. Section 6.3 Waiver of Subrogation/Waiver of Right to Recover. Except where prohibited by Law, Vendor agrees to waive its rights to recover and its insurers' rights of subrogation and rights to recover, as applicable, against Customer and its Affiliates, under the commercial general liability, business automobile liability, workers compensation,and employer's liability coverage,and require all indemnifying parties to do likewise. Section 6.4 Certificates of insurance. Prior to [he Effective Dale, and upon Customer's request thereafter, Vendor will provide certificate(s)of insurance providing evidence that Vendor has complied with the insurance requirements set forth in this Agreement. Vendor shall endeavor to promptly notify Customer in writing prior to cancellation of the insurance required hereunder. Section 6.5 Notices.In the case of loss,damage,or other even[involving Customer or its Affiliates that requires notice or other action under the terms of any insurance coverage specified in this provision, Vendor will be solely responsible to take such action. Vendor will provide Customer with contemporaneous notice and with such other information as Customer may request regarding the event. Section 6.6 Subcontractors. Except to the extent otherwise stated in this Agreement or agreed to by Customer in writing, Vendor shall require in writing that each subcontractor maintain insurance coverage substantially consistent with what is set forth herein. However, provided that any deficiencies in subcontractors' insurance shall be the Vendor's responsibility,Vendor may alternatively elect to(1)insure subcontractors'actions under its own insurance policies, where applicable and/or(2)modify subcontractors' insurance requirements as long as the requirements are not below customary industry standard insurance coverage. Section 6.7 Limits of Liability. All insurance required of Vendor to provide coverage to Customer and its Affiliates as additional insureds will be primary, and not excess over, or contributing with, any insurance or self-insurance maintained by Customer and its Affiliates. Such additional insured coverage will apply to the full limits of liability maintained by the Vendor, whether those limits of liability are in excess of those required in this Agreement. The availability or unavailability of insurance coverage shall not limit, modify or otherwise impact Vendor's other obligations and liabilities under this Agreement. Vendor's obligation to maintain the insurance stipulated in this section shall be in addition to, and not in lieu of, Vendor's other obligations hereunder,and Vendor's liability to Customer shall not be limited to the amount of coverage required hereunder or any other limitations elsewhere in the Agreement. Section 6.8 The insurance requirements set forth in this Section 6,shall apply,whether other insurance requirements apply elsewhere within this Agreement,except to the extent that such requirements are broader. Section 7.Indemnification The Vendor agrees to lake all necessary precautions to prevent injury to any persons or damage to property during the tern of this Agreement, and shall indemnify, defend and hold harmless the Client, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney's fees) resulting from or arising in anyway out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of the Vendor or any of the Vendor's employees in the performance or failure to fulfill any Vendor or obligations under this Agreement. Vendor shall defend, indemnify and hold harmless Client, its officers, directors, shareholders, employees, representatives and/or agent from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the services or its use, infringes Intellectual Property rights("Intellectual Property Claim"). Section 8.Liability Section 8.1 General Intent Subject to the specific provisions of this Section 8,it is the intent of the parties that each party will be liable to the other party for any actual damages incurred by the non-breaching party as a result of the breaching parry's failure to perform its obligations in the manner required by this Agreement. Section 8.2 Waiver of Damages. SUBJECT TO SECTION 8.3,IN NO EVENT,WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL A PARTY BE LIABLE FOR INDIRECT OR CONSEQUENTIAL,EXEMPLARY,PUNITIVE OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Section 8.3 Exceptions; Cumulative Remedies. The limitations set forth in Section 8.2 will not apply with respect to:(A)damages caused by the unlawful,fraudulent,or willful misconduct or gross negligence of a party; (B)claims that are the subject of indemnification under this Agreement;or(C)damages occasioned by a pary's breach of its obligations with respect to Confidential Information. The remedies specified in this Agreement are cumulative and in addition to any remedies available at law or in equity. Section 9.Organizational Resiliency and Force Majeure Section 9.1 Force Majeure. (A) As used in this Agreement,a"Force Majeure Event"means an act of God, riot,civil disorder, or any other similar event beyond the reasonable control of a party,provided that the event is not caused,directly or indirectly,by such party.Notwithstanding the foregoing,no event will be considered a Force Majeure Event if and to the extent that the nonperforming party could have(1)prevented the event(or any resulting defaults or delays in performance)by taking reasonable precautions,or(2)circumvented the event(or any resulting defaults or delays in performance)through the use of alternate sources,workaround plans or other means(in the case of Vendor, including by meeting its obligations with respect to developing, maintaining and implementing an organizational resilience program as described in this Section 9 or all applicable Statement of Work). Section 9.2 Alternate Source;Termination Rights. (A) With respect to Critical Services(as defined below),if the performance of all or a portion of such Critical Services is prevented or delayed(including by a Force Majeure Event)for more than one(1) business day,then Customer may procure such Services from an alternate source, and Vendor will be liable for payment for such Services from the alternate source for so long as the delay in performance continues,up to a maximum of forty-five (45) consecutive days. As used in this Agreement, "Critical Services" means those specific Services identified in the applicable Statement of Work as"critical," or(if no Set-vices are so identified in the Statement of Work),the Set-vices necessary for the performance of functions reasonably identified as critical by Customer. The timeframes set forth in this paragraph may, for any or all components of the Services, be superseded by more specific requirements set forth in the applicable Statement of Work. (B) With respect to Non-Critical Services(as defined below), if the performance of all or a portion of such Non-Critical Services is prevented or delayed(including by a Force Majeure Event)for more than three(3) business days, then Customer may procure such Setvices from an alternate source,and Vendor will be liable for payment for such Services from the alternate source for so long as the delay in performance continues,up to a maximum of forty-five (45) consecutive days. As used in this Agreement, "Non-Critical Services" means all Services that are not Critical Services.The timeframes set forth in this paragraph may,for any or all components of the Services, be superseded by more specific requirements set forth in the applicable Statement of Work. (C) If the performance of any Services is prevented or delayed (including by a Force Majeure Event) for more than five (5) business days(in the case of Critical Services)or ten (10) business days(in the case of Non Critical Services), then Customer will have the option to terminate this Agreement or any impacted Statement of Work without liability or obligation to pay any termination fees or meet any minimum commitments as of a date specified by Customer in a written notice of termination to Vendor.The timeframes set forth in this paragraph may, for any or all components of the Services, be superseded by more specific requirements set forth in the applicable Statement of Work. Section 10.Term and Termination Section 10.1 Agreement Term and Termination. This Agreement shall commence and be effective as of the date above and shall continue until March 31, 2025 (a) terminated by Customer at any time with or without cause,upon written notice to Vendor without any charge,liability,or obligation whatsoever,except for payment for Services performed by Vendor specified in a SOW but not yet paid for by Customer; or(b) terminated by either party if the other party materially breaches or defaults on any of the provisions of this Agreement, and such breach is not cured within thirty(30)days after the breaching party receives written notice.Termination of this Agreement shall not impact any signed SOWS then in effect,which shall continue in effect until completed or otherwise terminated under Section 10.2 or Section 10.3, and shall be governed by the terms of this Agreement while in effect. Section 10.2 SOW Termination for Convenience.The term of an SOW shall be as outlined thereunder. Upon written notice to Vendor, Customer may, for its own convenience and with or without cause, terminate any SOW,in whole or in part,without any charge,liability or obligation whatsoever except for payment for Services performed by Vendor but not yet paid for by Customer. Section 10.3 SOW Termination for Cause. If either party materially breaches or defaults on any of the provisions of any SOW, and such breach is not cured within thirty (30)days after the breaching party receives written notice, then in addition to all other rights and remedies of law or equity or otherwise, the injured party shall have the right to terminate any SOW(s)impacted by such breach without any obligation or liability,at any time thereafter. Section 10.4 Termination for Change of Control.Notwithstanding anything to the contrary in this Agreement or SOW,Customer may terminate this Agreement and/or a SOW without further liability,upon written notice to Vendor in the event of a Change of Control of Vendor. Fm purposes of this Agreement, "Change in Control" means(a) the acquisition by any person,entity or group,within the meaning of Section 13(d)(3)or 14(d)(2)of the Securities Exchange Act of 1934, as amended(the"Exchange Act'), of beneficial ownership(as defined in the Exchange Act)of 20%or more of the outstanding shares of common stock of Vendor or the combined voting power of Vendor's then-outstanding voting securities in a single transaction or series of related transactions;(b) a change in 50% or more of the directors of Vendor in any 12 month period; (c) a reorganization, merger, consolidation or share exchange in which the shareholders of Vendor immediately prior to such transaction hold less than 51%of the outstanding shares of Vendor after such transaction;(d)the sale(in a single transaction or a series of related transactions)of either:(i)all or substantially all of the assets of Vendor,or(ii)the assets which are provided to Customer hereunder or used to provide Services to Customer hereunder; or(e)the first purchase under any tender offer or exchange offer pursuant to which shares of Vendor common stock or other voting securities are purchased. Section 10.5 Insolvency. Either party will have the right to immediately, or with such written notice as such party deems reasonable, terminate this Agreement and any SOWS in the event the other party: (a)ceases to do business as a going concern; (b) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute(and if the proceeding is involuntary, it is not dismissed within 60 days of its commencement); (c) becomes insolvent or becomes subject to direct control by a trustee,receiver or similar authority;(d)has wound up, dissolved or liquidated, voluntarily or otherwise; (d) makes a general assignment for the benefit of its creditors;or(e)lakes any action authorizing or in furtherance of any of the foregoing. Section 10.6 Effect of Termination. Upon expiration or termination of this Agreement (or any SOW, as applicable)each party shall, upon the request of the other: (a)return all papers, materials and properties of the other held by such party;and(b)provide reasonable assistance in the termination of this Agreement,as may be necessary for the orderly, non-disrupted business continuation of each party. In no event will Vendor inhibit in any way Customer's attempt to effect a smooth transition. Al Customer's option, upon termination of this Agreement or a Statement of Work for any reason, Vendor will: (1) certify to Customer in writing, in a form provided by Customer,that all Confidential Information of Customer has been returned or destroyed,as required under this Agreement;and(2)refund to Customer any prepaid fees on a pro rata basis. Section 10.7 Survival. Customer and Vendor's respective obligations hereunder which by their nature would continue beyond the termination of this Agreement or expiration of any SOW, shall survive. This includes, by way of example but not limited to, the obligations provided under the Sections or Exhibits with the following headings:"CONFIDENTIALITY","INDEMNIFICATION",any warranty by Vendor. Section 11.Assignment;Divestiture. Vendor may not assign [his Agreement or any SOW, or any of Vendor's rights (except the right to receive payments hereunder) or duties under this Agreement, without the prior written consent of Customer. Any attempted assignment without Customer's consent will be void.Customer may freely assign all or any part of this Agreement,without the consent of Vendor, either: (a) to an Affiliate; or(b)incidental to a sale, transfer or other disposition by Customer or an Affiliate of all or substantially all of the assets of that component of Customer's business or its Affiliates business having the benefit of the goods and/or services under this Agreement. In the event Customer either: (a) acquires any entity which has entered into an Agreement with Vendor, or(b)acquired any goods or services from Vendor under a separate agreement within any twelve(12) months prior to the Effective Date, Vendor shall in both cases,upon Customer notice, execute any documents necessary to allow such goods and services to be governed by this Agreement,and any price adjustments shall be made immediately on a go forward basis. All benefits under this Agreement shall accrue and inure to each party's valid and legal lieirs, successors and assigns. From time to time,Customer(or its Affiliates)may divest some or all interests in certain business units or Affiliates.Following the divestiture,at Customer's request, Vendor will continue to provide Services to such divested business unit or entity under the terms of this Agreement and any applicable SOWS (including for the then-current charges) for 24 months, or any shorter period specified by Customer. Section 12.Export Related to Services Vendor shall not,absent proper authorization and licensing,if applicable,from all United States agencies having jurisdiction, including without limitation the United States Bureau of Industry and Security (United States Department of Commerce)and the United States Department of State, and from any other relevant jurisdiction that requires any license or other government approval,Export any Item in the course of performing the Services hereunder. Customer makes no representations as to whether or under what conditions any Item supplied by Customer may be Exported. For purposes of this Section, "I Lem" means any data, technology, commodity or other item, including without limitation, computer software, computer hardware, or telecommunications hardware or software or encryption device or algorithm, and"F'xnnr.r"means"export,""release,"or"reexport," as those terms are defined in 15 Code of Federal Regulations §734.13, 734.14 and 734.15, as such regulation may be amended and in effect from time to time. Section 13.Record Keeping and Audit Vendor agrees to maintain accurate and complete records relating to the provision of Services under this Agreement. If Vendor has a formal records management program which includes a documented and compliant records retention schedule (based on applicable federal, state and industry recordkeeping requirements) and a corresponding employee training program, during the term of this Agreement and for four years following the expiration or termination of this Agreement,Vendor will apply records retention practices in the normal course of business according to the retention periods set forth in Vendor's records retention schedule. If Vendor does not maintain a documented and compliant records retention schedule,then Vendor will maintain records relating to the provision of Services under this Agreement for a period of six years from the creation of the applicable record,except to the extent that Customer may require a longer or shorter retention period for specific categories of records. Section 14.Entire Agreement•,Order of Precedence. i This Agreement contains the entire understanding of the parties and may be amended only by a writing signed by the parties. This Agreement (including its Exhibits), and any SOWS placed hereunder shall constitute the entire agreement between Customer and Vendor. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement will control,unless the Statement of Work makes specific reference to the Section of this Agreement that is to be amended in the Statement of Work.Any exceptions expressly agreed upon in writing by Customer (or an applicable Affiliate)and Vendor under a particular Statement of Work will apply only for purposes of that Statement of Work,and will not be deemed to in any way amend,modify,cancel,or waive the provisions of this Agreement or any other Statement of Work. Notwithstanding the foregoing, no Statement of Work or any provision thereof will be effective to: (A) decrease any limitation of liability, reduce the scope of recoverable damages, or restrict or eliminate exceptions to the limitation of liability; (B) expand, eliminate or restrict the scope of any indemnity obligations set forth in this Agreement or any Exhibit hereto; or(C) waive, settle or resolve any claims or disputes between the parties. Any amendment or modification to this Agreement or any duly executed SOW hereunder shall not be valid,enforceable, or binding on the parties unless such amendment or modification(a)is a written instrument duly executed by the authorized representatives of both parties and(b) references this Agreement and any SOW, if applicable, and identifies the specific sections contained therein which are amended or modified.No amendment or modification shall adversely affect vested rights or causes of action that have accrued prior to the effective date of such amendment or modification.The terms and conditions of the Exhibits and any SOW hereunder are integral parts of this Agreement and are fully incorporated herein by this reference.No conflicting or supplemental pre-printed provisions on Vendor and Customer forms(including without limitation shrink wrap terms,terms on purchase orders or invoices)shall be binding on the parties. Section 15.Choice of Law/Venue This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of Texas, excluding its conflict of laws principles and excluding the Uniform Computer Information Transactions Act (UCITA) as may be enacted, amended, or modified by the various slates. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any related transaction between the parties. The parties irrevocably and unconditionally consent to venue in Harris County,Texas and hereby waive any claims of forum non conveniens with respect to such venue)and to the non-exclusive jurisdiction of competent Wisconsin slate courts in Dane County or federal courts in the District of Wisconsin for all litigation which may be brought with respect to the terms of, and the transactions and relationships contemplated by, this Agreement. The parties further consent to the jurisdiction of any state court located within a district that encompasses assets of a party against which a judgment has been rendered for the enforcement of such judgment against the assets of such pity. Section 16.Severability If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining portions of this Agreement shall be construed as if not containing such provision, and all other rights and obligations of the parties shall be construed and enforced accordingly. Section 17.Notices All notices,approvals,waivers,and other communications under this Agreement(other than routine operational communications), will be in writing and will be deemed duly given (A) when delivered by hand, (B) one business day after being given to an express courier with a reliable system for tracking delivery, (C) four business days after the date of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as set forth below, or (D) by DocuSign Services; to the appropriate party at the address set forth in this Agreement.Notices are deemed given upon receipt if delivered using DocuSign Services. Routine operational communications(which will not constitute legal notice)related to administration of the Agreement, may be sent to the parties using any contact information provided in the course of performance. Notices to Customer: Notices to Partner: Attn:David Windom Attn:Ritu Melvotra MSHS Director President and Chief Executive Officer Mason County Public Health and Human Services United We Care,Inc Email:DWindom@masoncotintyvva.gov E-mail:ritu@unitedwecare.com Mailing Address:415 N.6th St.Building 8, Mailing Address:2810 N,Church Street, Shelton,WA 98584,United States ofAtnerica Wilmington,Delaware, 19802,United States of America With a copy to: With a copy to: Attn: Attn: Sonakshi Dasani Email:sonakshi@unitedwecare.com Mason County Public Health and Human Services United We Care Inc Section 18.No Waiver No waiver or failure to exercise any option,right,or privilege under the terms of this Agreement on any occasion or occasions shall be construed to be a waiver of the same or any other option,right or privilege on any other occasion. Section 19.Third Party Beneficiaries. This Agreement is entered into solely between, and may be enforced only by, Customer and Vendor. This Agreement will not be deemed to create any rights in third parties or to create any obligations of a party to any third parties,other than in and to Customer's Affiliates receiving Services hereunder. MasouCountyP 'cHealth United We Care By: By: (Authorized Signature) (Authorized Signature) Name: David Windom Name: RituMehrotm Title: MSHS Director,Mason County Public Health Title: CEO and Human Services Date: 01/24/2025 Date: 01/24/2025 Appendix A Scope of Work The Effective Start Date of this Scope of Work shall be:03/01/25. The Expiration Date of this Scope of Work shall be:05/31/25. • Implement accessible platforms that facilitate mental health support and professional intervention • Ensure that residents have continuous and comprehensive access to mental health and wellness resources and expert care tailored to their individual circumstances and needs. • Use data to improve service offerings and in line with the statutory requirements for user privacy. Align our pilot program with Sustainable Development Goals(SDGs)adopted by the UN,Good Health and Well-being(Goal No.3),& Reduced Inequalities(Goal No. 10),to improve overall health outcomes and reduce inequalities within the target community. Appendix B Pricing The cost of Services for this pilot project is set at$200,000.00 covering 2500 lives for the term of this agreement. Appendix C Evaluation Plan Objective 1:Implement accessible platforms that facilitate mental health support and professional intervention • Expected Outcomes: o Increased Access to Mental Health Resources: Through Stella the platform enables access in areas where distance and lack of providers have been barriers,with a focus on seamless integration that doesn't make technology the focal point. o Affordable and Scalable Solutions: Ensuring that the solutions are economically feasible,reducing the cost barrier to accessing mental health services. Objective 2: Ensure that residents have continuous and comprehensive access to mental health and wellness resources and expert care tailored to their individual circumstances and needs. • Expected Outcomes: • 24x7 Personalized Support: Stella provides real-lime, personalized support, adapting to individual user circumstances mid needs. o Customized Care Pathways: Stella tailors resources mid interventions to match the unique mental health requirements of each user,ensuring comprehensive mid relevant support.. Objective 3:Use data to improve service offerings discreetly and in line with the statutory requirements for user privacy. a Expected Outcomes: o Real-Time Data-Driven Insights & Reporting Dashboard: With access to an advanced analytics dashboard featuring comprehensive engagement mid demographic data. This will facilitate precise customization of interventions mid a deeper understanding of user behaviors, ensuring optimal service delivery while safeguarding privacy mid security. o Feedback Loops for Platform Optimization: Utilizing user and provider feedback to refine platform features discreetly and effectively. Objective 4: Align our pilot program with Sustainable Development Goals (SDGs) adopted by the UN, Good Health and Well-being (Goal No. 3), & Reduced Inequalities (Goal No. 10), to improve overall health outcomes and reduce inequalities within the target community. • Expected Outcomes: o Empowering Local Communities: Community feature on the platform encourages peer support mid enhances social connections,directly contributing to reducing health inequalities. o Scalability and Future Expansions:Insights gained from the pilot will inform potential scaling strategies to other rural or underserved communities,enhancing health outcomes and striving towards achieving the SDGs.