Terms of Service

The following are the terms and conditions pursuant to which Forward Slash Health, LLC (Service Provider) shall provide the services and products purchased by Customer on the Order Form(s).

WHEREAS, Service Provider has the capability and capacity to provide certain support services; and

WHEREAS, Customer desires to retain Service Provider to provide the said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Customer agree as follows:

Services. Service Provider shall provide to Customer the services (the "Services") set out in one or more order form to be issued by Customer and accepted by Service Provider (each, a "Order Form").

Service Provider Obligations. Service Provider shall:

Designate employees or contractors that it determines to be capable of filling the following positions:

A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the "Service Provider Contract Manager").

A number of employees or contractors that it deems sufficient to perform the Services set out in each Order Form, (collectively, with the Service Provider Contract Manager, "Provider Representatives").

Make no changes in Provider Representatives except:

Following notice to Customer.

Upon the resignation, termination, death, or disability of an existing Provider Representative.

At the reasonable request of Customer, in which case Service Provider shall use reasonable efforts to appoint a replacement at the earliest time it determines to be commercially viable.

The Service Provider acknowledges and agrees that: to the extent the Customer is a “covered entity” or “business associate” (as defined in HIPAA), then the Service Provider will be a “business associate” or “subcontractor” respectively (as defined under HIPAA) of the Customer when the Service Provider provides services to the Customer involving “protected health information” (as defined under HIPAA) pursuant to this Agreement. If applicable, the Service Provider agrees to perform all services involving protected health information in accordance with the Business Associate Agreement entered into by the Parties.

Maintain complete and accurate patient records relating to the provision of the Services under this Agreement. Pursuant to HIPAA, during the Term and for a period of six (6) years following Services rendered, upon Customer's written request, Service Provider shall allow Customer or Customer's representative to inspect and make copies of such records in connection with the provision of the Services; provided that Customer gives Service Provider at least thirty (30) days advance written notice.

Customer Obligations. Customer shall:

Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the "Customer Contract Manager"), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.

Require that the Customer Contract Manager respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.

Cooperate with Service Provider in its performance of the Services and provide access as required to enable Service Provider to provide the Services.

Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Service Provider's provision of the Services.

Fees and Expenses.

In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in Service Provider's then current fee schedule, as included in the applicable Order Form. Payment to Service Provider of such fees and the reimbursement of expenses pursuant to this shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Order Form, said fee will be payable within 10 days of receipt by the Customer of an invoice from Service Provider.

Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; and to the extent Service Provider is required to pay any taxes or other duties or charges, Customer shall reimburse Service Provider in connection with its payment of fees and expenses as set forth in this Section 4. Notwithstanding the previous sentence, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Service Provider's income, revenues, gross receipts, personnel, or real or personal property, or other assets.

Unless otherwise expressly specified in the Order Form, Customer shall be responsible for all third-party expenses incurred in connection with the Service Provider carrying out the Services in the Order Form. Customer shall directly render payment to such third parties in a reasonably timely manner for the Service Provider to carry out the Services in the Order Form.

Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at a rate permissible under applicable law. Customer shall also reimburse the Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees.

Limited Warranty and Limitation of Liability.

Service Provider warrants that it shall perform the Services:

In accordance with the terms and subject to the conditions set out in the respective Order Form and this Agreement.

Using personnel of industry standard skill, experience, and qualifications.

In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach of this warranty shall be as follows:

Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider cannot cure such breach within a reasonable time after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2.

SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in the Order Form (collectively, the "Deliverables") except for any Confidential Information of Customer or customer materials shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.

Confidentiality. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within 3 business days thereafter, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 7 and Section 8.4 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

Term, Termination, and Survival.

“Effective Date” means the date set forth on the initial Order Form associated with this Agreement. “Initial Term” means the period of time beginning on the Effective Date and ending on either (i) the last day of the 12th full month thereafter or (ii) the last day of the term set forth on an Order Form(s), if any., subject to earlier termination in accordance with Sections 8.2 or 8.3 (the “Initial Term” and, together with all Renewal Terms, the “Term”). After the Initial Term, this Agreement will automatically renew for successive one-year terms (each a “Renewal Term”) unless (i) either Party delivers written notice to the other Party of its intent not to renew this Agreement at least 90 calendar days before the end of the Term or (ii) this Agreement is otherwise terminated in accordance with Sections 8.2 or 8.3.

Either Party may terminate this Agreement:

effective upon 60 days’ written notice to the other Party, unless the Order Form indicates Consulting Services or Third Party Software. In the event of termination pursuant to this clause, the Customer shall pay the Service Provider on a pro-rata basis any fees and expenses then due and payable for any Services completed up to and including the date of such termination. Order Forms designating Consulting Services or Third Party Software are subject to the following:

Consulting Services: effective upon written notice to the other Party.

Third Party Software: per vendor requirements.

if the other Party materially breaches this Agreement, and the other Party does not cure such breach within 30 days after receipt of written notice of such breach, or such material breach is incapable of cure.

if the other Party becomes insolvent or admits its inability to pay its debts generally as they become due.

if the other Party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.

if the other Party is dissolved or liquidated or takes any corporate action for such purpose.

if the other Party makes a general assignment for the benefit of creditors.

if the other Party has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Notwithstanding anything to the contrary in 9.2(a), Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for 30 days after Customer's receipt of written notice of nonpayment; or (b) more than 3 times in any 12 month period.

The rights and obligations of the Parties set forth in this Section 8.4 and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 7 hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party's Group.

Upon expiration or termination of this Agreement for any reason, or at any other time upon the other Party’s written request, the Party shall promptly after such expiration or termination:

permanently destroy all tangible documents and other media based on the Confidential Information;

permanently erase all of the Confidential Information from the Party’s computer systems; and

certify in writing to the Party compliance with the requirements of this clause.

Indemnification and Limitation of Liability.

Each Party (an “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (each, an “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, incurred by an Indemnified Party (collectively, “Losses”), arising out of or resulting from any claim in connection with Indemnifying Party’s negligence, willful misconduct, or material breach of its obligations under this Agreement, including but not limited to a breach of any representation or warranty made by the Indemnifying Party in this Agreement. Indemnifying Party shall not settle any such claim without the prior written consent of the Service Provider, which shall not be unreasonably withheld or delayed. Each Indemnifying Party’s indemnity obligations hereunder shall be subject to the Indemnified Party: (a) promptly notifying the Indemnifying Party in writing of the claim (except that any failure to promptly notify the Indemnifying Party shall excuse the Indemnifying Party’s obligation to indemnify only to the extent of any prejudice to the Indemnifying Party resulting from the failure); (b) granting the Indemnifying Party sole control of the defense and settlement of the claim, provided however that the Indemnifying Party shall not accept any settlement that requires an admission of guilt or wrongdoing on the part of the Indemnified Party without first obtaining the Indemnified Party’s express written consent; and (c) providing the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

EXCEPT WITH RESPECT TO A BREACH BY SERVICE PROVIDER OF SECTION 7, CONFIDENTIALITY; AND/OR SECTION 2.3, HIPAA (“EXCLUDED CLAIMS’), THE SOLE LIABILITY OF SERVICE PROVIDER TO CUSTOMER FOR ANY CAUSE, WHETHER IN CONTRACT OR TORT OR UNDER STATUTE, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT PAYABLE BY CUSTOMER TO SERVICE PROVIDER IN THE APPLICABLE SOW DURING THE IMMEDIATELY PRECEDING THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. SERVICE PROVIDERS’ TOTAL LIABILITY FOR EXCLUDED CLAIMS SHALL NOT EXCEED THREE MILLION DOLLARS ($3,000,000).

Insurance. During the term of this Agreement, each Party shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect with financially sound and reputable insurers. Each Party shall provide the other Party with 10 days' advance written notice in the event of a cancellation or material change in the Party’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Service Provider's insurers and Service Provider.

Entire Agreement. This Agreement, including and together with any related Order Form, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the terms and conditions of this Agreement shall supersede and control.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth in the opening paragraph to this Agreement (or to such other address that the receiving Party may designate from time to time, including electronic addresses, in accordance with this Section). If a Notice is not sent electronically, such Notice must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 12.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendments and Exhibits. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party. Additional Order Forms may be delivered by electronic means and are effective so long as it is in writing, identified as an additional Order Form and is signed by an authorized representative of each Party.

Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, the Parties may assign this Agreement without consent in the event of a sale of all or substantially all of its assets, equity or in case of a merger. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement.

Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Customer being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Service Provider may engage international subcontractors, in Service Provider’s sole discretion, to perform the Services. The Customer shall, at all times, retain the sole and ultimate authority over all clinical decisions. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

Force Majeure. Either Party will not be liable for any failure or inability to perform, or delay in performing, such Party’s obligations under this Agreement (except for any obligations of the Customer to make payments to Service Provider hereunder) if such failure, inability or delay arises from an extraordinary cause beyond the reasonable control of the non-performing Party; provided that such Party diligently and in good faith attempts to cure such non-performance as promptly as practicable.

No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia.

Arbitration. Except as expressly provided below in this Section 22, all controversies, claims and disputes arising from or relating to this Agreement will be resolved by final and binding arbitration before a single neutral arbitrator located in Fulton County, Georgia, conducted under the applicable rules of the American Arbitration Association. The arbitrator’s award will be final and binding upon the Parties, and judgment may be entered on the award. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING IN CONNECTION WITH ANY MATTER RELATING TO THIS AGREEMENT. Nothing in this Section 22 will prohibit or prevent either Party from seeking or obtaining injunctive or other equitable relief in court to enforce the restrictive covenants in Section 6 or any other agreement between the Parties. The Parties and the arbitrator will maintain in confidence the existence of the arbitration proceeding, all materials filed in conjunction therewith, and the substance of the underlying dispute unless and then only to the extent that disclosure is otherwise required by applicable Law..