Master Services Agreement

This General Service Agreement (“Agreement”) is entered into by and between (“Customer”), and pie Health, LLC. (“Supplier”) effective as of the last date set forth on the signature page hereof (“Effective Date”).

1. DEFINITIONS

Unless otherwise indicated herein, the following terms used in this Agreement and any other exhibit which is expressly referred to herein shall have the following meanings assigned to them:

• “Applications” means software, databases, applications, web portals or other software that are used in the delivery of Services (as defined hereinbelow) to Customer.

• “Asset” means any tangible Customer owned items, tangible and intangible, for which the Supplier has responsibility.

• “Audit” means any Customer sanctioned assessment, review, or evaluation conducted in whole or in part by Supplier, including Services provided or to be provided to Customer by Supplier pursuant to this Agreement.

• “Computer” means any desktop or laptop computer, mobile device (e.g., cellular phone, Smartphone, tablet), server and/or electronic storage device that (i) is involved in the Performance of the Services, (ii) may be used to access a Network or other environment, or (iii) may access or store Confidential Information as defined herein.

• “Data Processing Agreement” or (“DPA”) means a legally binding document to be entered into between Supplier and Customer in writing or in electronic form. It regulates the particularities of data Processing – such as its scope and purpose – as well as the relationship between the controller and the processor.

• “Data Protection Laws” shall mean all laws, rules, regulations, orders and published guidelines of any jurisdiction or subdivision thereof relating to the privacy, security, confidentiality and/or integrity of Personal Data.

• “Data Subject” shall mean an individual to whom Personal Data relates.

• “Data Security Breach” shall mean any accidental or unauthorized access, acquisition, use, modification, disclosure, loss, destruction of, or damage to Personal Data, or any other unauthorized Processing of Personal Data.

• “Electronic Storage Media” means hard disk/hard drive, solid state disk, DVD/CD, USB flash drive, tape or any other form of media that can store electronic information.

• “Facilities” means (a) any offices or data centers (whether owned or managed by Customer, Customer’s client or customer, Supplier, or a third‐party) from which Customer Confidential Information, Information Systems, or Networks may be accessed. References in this Agreement to (i) “Customer Facilities” shall be deemed to include Facilities of Customer’s customers, and (ii) “Supplier Facilities” shall be deemed to include third‐party Facilities used by Supplier.

• “Information Systems” means any system, including but not limited to development, test, stage and production systems, or storage/backup systems, that (a) are involved in the Performance of the Services, (b) may access, Process or store Customer Information.

• “Networks” means any network(s) to which Supplier is provided access in connection with the Performance of Services under an Agreement and/or any Supplier networks that are used to access Confidential Information or Information Systems.

• “Customer Data” means all data and information provided or made available to Supplier, including customer information and data, any manipulation of that data and any data or information Supplier collects, generates, or otherwise obtains in connection with its Performance under the Agreement.

• “Performance” or “Performs” or “Performing” means any acts by the Supplier in the course of completing its obligations contemplated under this Agreement, including the Performance of services, providing Services, and access to Personal Data, or providing Software as a Service (“SaaS”), cloud Platforms as a Service (“PaaS”) or any hosted services.

• “Personally Identifiable Information” (“PII”) means any data that could potentially identify a specific individual. Any information that can be used to distinguish one person from another and can be used for de-anonymizing anonymous data can be considered PII.

• “Personal Information” or (“PI”) or “Personal Data”; means any data to which Supplier is provided access that could identify any individual, either directly or indirectly, including without limitation the individual’s name; address; government identification/national identification number; health, financial or employment information, phone number, e‐mail address, or IP address.

• “Personnel” means all Supplier’s employees, contractors, sub‐contractors, and agents who are provided access to Facilities, Networks, Information Systems and/or Confidential Information.

• “Process, Processed, Processing” shall mean any handling of Personal Data by any means, including, without limitation, collecting, accessing, receiving, using, transferring, retrieving, manipulating, recording, organizing, storing, maintaining, hosting, adapting, altering, possessing, sharing, disclosing (by transmission, dissemination or otherwise making available), blocking, erasing, destroying, selling, or licensing.

• “Protected Health Information” or (“PHI”) means PHI as defined under the HIPAA (defined below) Privacy Rule which protects all "individually identifiable health information" held or transmitted by a covered entity or its business associate, in any form or media, whether electronic, paper, or oral. The Privacy Rule calls this information "protected health information (PHI)." "Individually identifiable health information" is information, including demographic data, that relates to: the individual's past, present or future physical or mental health or condition, the provision of health care to the individual, or the past, present, or future payment for the provision of health care to the individual, and that identifies the individual or for which there is a reasonable basis to believe it can be used to identify the individual. Individually identifiable health information includes many common identifiers (e.g., name, address, birth date, Social Security Number).

• “Security Awareness Program” means a comprehensive awareness training program that encompasses education and company effectiveness of security policies, procedures and requirements that are necessary and applicable to Personnel regarding safeguarding Assets, Confidential Information and Information Systems.

• “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.

• “Subcontractor” shall mean any third party, including an affiliate or direct or indirect subcontractor of Supplier.

• “Top Management” means the Supplier’s executive leadership, assigned board, or directors responsible for leadership of the company.

2. DOCUMENT STRUCTURE

2.1 Pursuant to the terms and conditions of this Agreement, from time to time, Customer may execute Statements of Work (“SOW”) in the form attached hereto as Exhibit “B” with Supplier setting forth in detail the delivery of software development and/or consulting services to be provided by Supplier (the “Services”). Each SOW executed by Customer and Supplier shall constitute a separate and distinct contract between the specific parties thereto and shall be governed by the terms and conditions of this Agreement.

2.2 The Parties expressly agree that this Agreement replaces any pre-existing service agreement between the Parties and that any applicable SOW shall take precedence over any contrary or inconsistent terms and conditions contained in any documents connected with the Services that contain pre-printed or form terms and conditions.

3. TERM

The term of this Agreement (“Term”) shall begin on the Effective Date and shall remain in force for one (1) year unless earlier terminated in accordance with Section 12; however, if neither Party terminates this Agreement at least thirty (30) days prior to the end of the initial Term (or any subsequent annual period), then the Agreement shall automatically renew for periods of one year from the end of any prior Term (a “Renewal Term”). For any such Renewal Term, Supplier’s rates are subject to change, as more specifically described in a SOW. Notwithstanding the foregoing, should any SOW entered into during the term of this Agreement require Services to be provided beyond the expiration or termination date of this Agreement, then the terms of this Agreement shall remain in full force and effect with respect to such SOW until the expiration or termination of the SOW.

4. SERVICES AND STANDARDS OF CARE

4.1 Subject to the terms of this Agreement, Supplier agrees to provide the services as set forth in any duly executed SOW referencing this Agreement Any SOW shall be executed by authorized representatives of both Customer and Supplier. Customer acknowledges it is hiring Supplier for its experience and expertise. If Customer fails to follow the advice and guidance of Supplier, Customer acknowledges the quality of the Services may be negatively impacted, and Supplier shall not be responsible for non-performance of any goods or products provided to Customer if the Services are negatively impacted.

4.2 The Services shall be provided by Supplier’s Personnel as specifically defined in the applicable SOW. Unless otherwise specified, Supplier shall ensure that each person assigned to perform the Services: (a) has the appropriate level of expertise, experience and training; (b) if required, has all licenses necessary to perform such Services, where applicable; and (c) if required, has undergone adequate background checks, drug screenings, evidence of legal ability to work, and debarment screenings (as specified below).

4.3 Supplier may sub-contract or assign any of its obligations under this Agreement without the prior written consent of Customer. All Subcontractors shall be retained directly by Supplier and no contractual relationship or financial obligation shall be created between Customer and any Subcontractor.

4.4 Customer acknowledges that, during the term of this Agreement, Supplier may be engaged by one or more other institutions or companies. Supplier shall make reasonable efforts not become a party to any agreement which conflicts with its duties hereunder.

4.5 Neither Supplier nor its employees, agents or representatives are employees of Customer. Supplier retains the sole right to hire, discipline, evaluate and terminate its own Personnel and to set their hours, benefits, wages and other terms and conditions of employment in accordance with law and Supplier’s obligations herein. Customer may not require Supplier’s Personnel to train Customer’s employees, manage Customer’s or any third party’s employees or independent contractors, recruit or interview direct hires for Customer, operate as a spokesperson or otherwise hold themselves out as a representative of Customer, make purchases for Customer, ship packages or otherwise handle Customer’s logistics, handle customer support for Customer, or do any work or participate in any meetings not directly related to the Services.

4.6 Unless otherwise specified in an applicable SOW, Customer shall have thirty (30) days after Supplier delivers any Services to accept or reject the Services to ensure they comply with the specifications set forth in the applicable SOW. If any of the Services under this Agreement are found to be defective, or otherwise not in conformity with the requirements of this Agreement or the applicable SOW, Customer, at its option and sole discretion, may require Supplier to re-perform the non-conforming Services with Services that conform to the requirements of this Agreement.

4.7 In the event that the scope of the SOW is expanded, revised, or modified during the course of Supplier’s provision of the Services, the parties shall prepare and sign an amended or new SOW, which likewise shall be attached hereto and incorporated herein by reference. Absent the execution of a SOW, this Agreement does not, in and of itself, represent a commitment by Customer to receive any Services from Supplier or to pay Supplier any fees, nor does it obligate Supplier to provide any Services to Customer.

4.8 Supplier will perform primary source verification (PSV) of provider credentials as part of its credentialing and enrollment services, in accordance with standard credentialing practices and payor-specific requirements. PSV may include verification of licensure, education, board certification, malpractice history, and other relevant qualifications.

Supplier does not represent or warrant that its PSV processes satisfy the standards required for delegated credentialing or accreditation by third-party bodies such as the National Committee for Quality Assurance (NCQA), URAC, or similar entities, unless explicitly agreed in writing. Customer is responsible for determining whether such standards apply to their organization or contracts and for meeting any related compliance requirements.

5. COMPLIANCE AND ETHICS

5.1 Supplier will provide the Services: (a) in a timely and professional manner, consistent with applicable industry standards and practices; (b) in conformance with that level of care and skill exercised by other professionals in similar circumstances but in any event no less than reasonable care and skill; (c) in compliance with all applicable federal, state and local laws, rules regulations, orders, ordinances and binding obligations, including without limitation the applicable requirements of HIPPA, the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) and the Federal Healthcare Programs Antikickback Statute (42 U.S.C. § 1320a-7b(b)); (d) in compliance with Executive Order 11246 and related regulations and all applicable Federal Acquisition Regulation provisions and (e) in compliance with all Customer instructions, policies and procedures communicated to Supplier in writing and applicable to the Services or to Supplier.

5.2 At Customer’s expense, Supplier shall provide to Customer, upon Customer’s request, all data and information necessary for Customer to comply with its disclosure obligations under applicable law.

6. FEES, TAXES AND EXPENSES

6.1 Customer will pay Supplier the then applicable fees described in the SOW in accordance with the payment terms therein (the “Fees”).

6.2 All fees for Services shall be invoiced to Customer on a monthly basis for the months in which Services are performed. All Expenses shall be invoiced to Customer after they are incurred and shall be supported by receipts or other appropriate documentation.

6.3 Customer shall pay all undisputed amounts by wire transfer, credit card, or Supplier’s preferred online payment provider within thirty (30) days following receipt of the applicable invoice. Supplier will not accept checks.

6.4 In the event Customer fails to pay any amounts due hereunder for a period of fourteen (14) days from the date such payment is due, Supplier may cease to provide further Services under any pending SOW. Further, a late fee of 10% annual interest shall be applied to any sums past due and owing until paid in full.

7. INTELLECTUAL PROPERTY

7.1 The term “Invention” includes, but is not limited to, any composition of matter, device, machine, manufacture, Process, method, treatment, design, or improvement thereof discovered, created, made, conceived, or reduced to practice by Supplier, or its Personnel whether solely or jointly with others, whether patentable or not, during the term of this Agreement and which: (a) was created with the equipment, supplies, Facilities, or Confidential Information of Customer, as defined herein, or those acting on its behalf, or (b) was created by Supplier, whether solely or jointly with others, as a direct result of Performing the Services, or (c) otherwise resulted from any work performed by Supplier, whether solely or jointly with others, for Customer under this Agreement. Inventions shall not include any process, software, or intellectual property owned, utilized, or developed by Supplier during the term of this Agreement to the extent the foregoing is related to Supplier’s business operations. For the purposes of clarity, and without limiting the scope of the foregoing, if Supplier develops an app, database, or algorithm for Customer, that Invention shall be a Deliverable (as defined below); however, if Supplier develops software that helps Supplier manage its Personnel and communicate more efficiently with the Customer, then that intellectual property shall remain the property of Supplier.

7.2 All Intellectual Property owned by or licensed to a party prior to the Services (the “Background Intellectual Property”) shall remain the property of that party or that party’s licensor, as the case may be. Neither party shall acquire any right, title, license or interest in any of the other party’s Background Intellectual Property as a result of the Performance of the Services.

8. CONFIDENTIALITY

8.1 During the term of this Agreement and any subsequent extensions, and for a period of seven (7) years after termination, Supplier shall not disclose or use for any purpose other than the Performance of Services any Inventions and/or work product, data, scientific, technical, commercial, research and/or other information, documents, results, analyses, strategies, trade secrets, know-how and compilations of public or non-public information and any other confidential or proprietary information (collectively “Customer Information”) that Customer may provide to Supplier, or Supplier may create for Customer or otherwise obtain from Customer, or third parties. Supplier agrees that, except as set forth in Section 7 hereinabove all Customer Information is confidential in nature (“Confidential Information”). Supplier may only provide the Confidential Information to its directors, officers and employees (collectively, “Representatives”) who: (a) need access to the Confidential Information to perform the Services; (b) are informed of the confidential nature of the Confidential Information; and (c) are bound by obligations of confidentiality and non-use no less restrictive than those contained herein.

8.2 Information that meets any of the following conditions is not Confidential Information, and Supplier’s obligations of confidentiality shall not apply to Customer Information that: (a) can be shown by contemporaneous written documentation to have rightfully been in Supplier’s possession prior to disclosure by Customer; (b) at the time of disclosure hereunder is, or thereafter becomes, through no fault, act or omission of Supplier or its Representatives, part of the public domain; (c) is furnished to Supplier by a third party after the time of disclosure hereunder without the breach of any duty to Customer or Customer Affiliates; or (d) can be shown by contemporaneous written documentation to have been independently developed by Supplier without access to the Customer Information.

8.3 Customer agrees and acknowledges that credentialing is a process that may include unforeseen delays. Customer agrees that it will not proceed with provision of services that require the completion of the credentialing process without confirmation from the Health Plan Network that the Credentialing Services have been completed.

8.4 Customer agrees that for a period commencing upon the date of this Agreement and ending two (2) years after the termination of this Agreement or any applicable SOW hereunder that it will not, directly or indirectly, solicit or hire for employment or contract any employee or independent contractor of Supplier or induce such individual, directly or indirectly, to end his or her employment or engagement with Supplier. An employee or independent contractor will be considered to be an employee or independent contractor of Supplier if such individual’s employment or engagement with Supplier ended within twelve (12) months before the date of the conduct in question. Customer acknolwedges and agrees that a breach of this provision by Customer would result in irreparable harm and financial loss and damages to Supplier in an amount which would be difficult to determine. Accordingly, in the event of Customer’s breach of this provision, Customer agrees to pay liquidated damages, as an estimate of Supplier’s damages and not as a penalty, to Supplier in the amount equal to one hundred percent (100%) of the value of all SOWs that the particular employee or independent contractor performed for Customer on behalf of Supplier for the two (2) years preceding the date Customer hires or contracts such employee or independent contractor.

8.5 The terms of Exhibit E (Provider Authorization to Represent) and Exhibit F (Call Recording & Transcription Consent) are hereby incorporated into this Agreement. These Exhibits contain material authorizations and consents required for Supplier to perform the Services. Customer acknowledges that revocation of such authorizations may result in the termination of this Agreement in accordance with its terms.

9. RIGHTS IN SERVICES

9.1 Subject to Section 8.2, all Services performed specifically for and provided to Customer by Supplier under a SOW shall be the exclusive property of Customer. Supplier shall keep all documents, records, notebooks, correspondence and other materials arising from the Performance of Services under this Agreement. All right, title, and interest therein shall belong to Customer, and upon expiration or termination of this Agreement, all such documents and material, including copies thereof, will be delivered to Customer at Customer’s request, with Customer bearing the cost of such delivery. Supplier represents, warrants, and agrees that it shall inform and disclose fully to Customer all Inventions, designs, improvements, and discoveries of which it obtains knowledge or information in the course of its Performance of this Agreement or any SOW hereto, and that in any way relate to the Services.

9.2 Any Supplier information, content, inventions, ideas, and all other Background Intellectual Property, as well as improvements and/or derivatives thereof, included in any Deliverable (“Supplier Information”), shall remain the exclusive property of Supplier.

10. INFORMATION SECURITY, PRIVACY, AND PROTECTION

10.1 Privacy Notice. This Agreement contains Supplier contact information that identifies or describes one or more individuals and may be transferred to, stored or otherwise Processed in or other countries that have privacy and Data Protection Laws that differ from, or are not as stringent as those where the Agreement is executed or where the individual(s) resides. The Supplier contact information disclosed in this Agreement will be used for the purposes of administration and enforcement of this Agreement. Execution and delivery of this Agreement constitutes the representation by each party that, if required by the privacy laws applicable to such individuals, the individuals identified have been notified of and have consented to, the transfer, storage, and Processing of such Supplier contact information, as described in this paragraph.

10.2 Supplier Security. If Customer Information is provided to, accessed by or stored on the Supplier infrastructure then the terms of Exhibit A: Customer Supplier Security Standards shall apply to this Agreement.

10.3 Privacy and Protection of Personally Identifiable Information (PII). If the Services provided pursuant to this Agreement involve any information that relates to an identified or identifiable person including without limitation electronic data and paper based files that is Processed directly or indirectly, by Supplier or Subcontractors on behalf of and as instructed by Customer (“Personally Identifiable Information”) the terms of Exhibit C: Customer Data Privacy and Protection Addendum shall apply to this Agreement.

10.4 Personnel Confidentiality and Security - If Supplier personnel assigned to provide the Services have access to Customer Information, Information Systems, Facilities, or Networks, then for each person(s), the terms of a Customer Personnel Confidentiality and Security Agreement (available as applicable and upon request) shall apply to this agreement.

10.5 Privacy and Protection of Protected Healthcare Information (PHI). If the Services provided pursuant to this Agreement involves the Processing, use, or regular access of PHI or electronic PHI, then the terms of an Customer Business Associate Agreement (available as applicable and upon request) shall apply to this Agreement.

11. INDEMNITY

11.1 Supplier shall indemnify, defend and hold Customer (including their respective officers, directors, employees, contractors and agents) harmless from and against any and all third party claims, demands, causes of action, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ and experts’ fees), penalties, and compensatory, multiple, exemplary, and punitive damages (collectively, the “Claims”), arising out of, or resulting from (a) the negligence or willful misconduct of the Supplier in the Performance of any of the Services under this Agreement, (b) from the breach by Supplier or its Representatives of any of its warranties, representations or obligations under this Agreement, (c) failure of Supplier or its Representatives to comply with any applicable government requirements or laws, or (d) any assertion that the Services infringe or misappropriate any intellectual property right of any third party; all except to the extent that such Claims were caused by the negligence or willful misconduct of Customer.

11.2 Customer shall indemnify, defend and hold Supplier (including their respective officers, directors, employees, contractors and agents) harmless from and against any and all third party claims, demands, causes of action, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ and experts’ fees), penalties, and compensatory, multiple, exemplary, and punitive damages (collectively, the “Claims”), arising out of, or resulting from (a) the negligence or willful misconduct of Customer in the Performance of any of the Services under this Agreement, (b) from the breach by Customer or its Representatives of any of its warranties, representations or obligations under this Agreement, (c) failure of Customer or its Representatives to comply with any applicable government requirements or laws, or (d) any assertion that the Services infringe or misappropriate any intellectual property right of any third party; all except to the extent that such Claims were caused by the negligence or willful misconduct of Supplier.

12. LIMITATION OF LIABILITY

12.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SUPPLIER AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUPPLIER’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SUPPLIER FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. INSURANCE

13.1 Upon written request of Customer, Supplier shall provide reasonable evidence of the required insurance set forth below. Such evidence will show that the insurance coverages are in full force and effect and will provide that such insurance coverages will not be cancelled, non-renewed, or materially changed until Customer has received written notice of such in accordance with the policy’s notice provision. Required insurance shall be placed with financially stable insurers rated A.M. Best A-VII or better. Any deductibles associated with Supplier’s insurance policies shall be the sole responsibility of Supplier.

13.2 Supplier shall maintain the following minimum insurance coverages at all times. Such insurance coverages shall not act to limit Supplier’s liability under this Agreement:

(a) Worker’s Compensation, as prescribed by any applicable statute, endorsed to waive subrogation against Customer for any claim arising out of this Agreement:

Limits as required by any relevant statute or regulation.

(b) Employer’s Liability, covering claims arising out of Performance of the Services under this Agreement.

$1,000,000 each incident/accident;

$1,000,000 each disease;

$1,000,000 each employee for disease.

(c) Commercial General Liability Insurance, including contractual liability as respects this Agreement, products/completed operations liability for at least the duration of the applicable statute of limitations, and, if applicable, explosion, collapse and underground (“xcu”) liability. The policy shall allow cross liability suits and shall be endorsed to name Customer (and such other entities as Customer reasonably designates as related to the Services) as additional insureds with respect to claims arising out of this Agreement:

$1,000,000 per occurrence.

(d) Automobile Liability Insurance, including cross liability coverage and endorsed to name Customer (and such other entities as Customer reasonably designates related to the Services) as additional insureds with respect to claims arising out of this Agreement, in the event that the use of a non-owned, owned or hired motor vehicle is required in the performance of this Agreement:

$1,000,000 combined single limit per accident.

(e) Professional Errors & Omissions Liability, providing coverage against liability incurred as a result of errors and omissions while Performing the Services under or incidental to this Agreement.

$2,000,000 per claim and in the policy aggregate.

14. TERMINATION

14.1 This Agreement may be terminated by either party without cause upon not less than thirty (30) days’ written notice to the other party, unless otherwise stated in a Statement of Work. For Services performed prior to termination, Supplier shall be entitled to be compensated pro rata (including reimbursement for authorized nonrefundable expenses) for all Services executed in a satisfactory manner and in accordance with this Agreement and any applicable SOW. In the event that: (a) either party becomes insolvent or is unable to pay its debts, or a petition in bankruptcy or for reorganization is filed by or against it, or a receiver is appointed of the whole or any substantial portion of its property; or (b) either party is in material breach of its obligations hereunder, which breach (if curable), remains uncured for thirty (30) days following receipt of written notice from the other specifying the breach, then the other party shall have the right to immediately terminate this Agreement by written notice of such election.

14.2 In any termination event, the parties will cooperate to discontinue the Services in the most cost effective manner possible.

14.3 Termination of this Agreement shall be without prejudice to any claim or right of action of either party against the other party.

15. NOTICES

Any notice required or permitted to be given by this Agreement shall be in writing and shall be deemed to have been properly served if delivered by hand or overnight courier with tracking capabilities, or mailed postage prepaid by first class mail, addressed as set forth below unless changed by notice so given:

If to Customer	If to Supplier:
[Client.Company] [Client.FirstName] [Client.LastName] [Client.StreetAddress] [Client.City], [Client.State] [Client.PostalCode]	pie Health LLC Attn: Robert Duke 4500 Williams Dr. Ste 212 PMB 144 Georgetown, TX 78633

16. AUDIT

Customer may, no more than once per twelve (12)-month period and during the term of this Agreement and for sixty (60) days thereafter, request to audit Supplier’s records Customer may, no more than once per twelve (12)-month period and during the term of this Agreement and for sixty (60) days thereafter, request to audit Supplier’s records solely to verify documented deliverables and payments made under this Agreement. All audit requests must be based on a specific, reasonable concern regarding Supplier’s performance and must be submitted in writing with no less than ten (10) business days’ notice. All audits must be completed within thirty (30) days of initiation unless otherwise agreed in writing.

Audits shall be limited to documentation directly related to deliverables, billing, and payment under this Agreement, and shall not include access to Supplier’s internal communications, personnel files, HR records, supervision policies, internal quality controls, or any documentation not retained in the ordinary course of business, unless explicitly required by a Statement of Work.

Supplier shall not be required to recreate or reconstruct records that do not exist, and the absence of a particular document shall not, on its own, be interpreted as evidence of non-performance.

All audits must be conducted during Supplier’s regular business hours in a manner that does not unreasonably disrupt its operations.

Failure by Customer to raise a concern in good faith within a reasonable period after receiving relevant updates or deliverables shall be deemed a waiver of audit rights for that item or period.

17. NO PUBLICITY

Neither party shall use, nor authorize others to use, the name, insignia, symbol, trademark, trade name or logotype of the other party or any of their affiliates in any press release or other promotional material, or otherwise disclose that it is a party to this Agreement, or make any other disclosure or statement with regard to the Services, without the other party’s prior written consent.

18. MISCELLANEOUS

18.1 Assignment. This Agreement shall not be assignable (except as explicitly set forth herein) without the prior written consent of the other party, which consent may not be unreasonably withheld, except that either party may assign this Agreement in connection with the transfer or sale of all or substantially all of its assets or business to which this Agreement relates or its merger or consolidation with another company. No assignment shall relieve either party of the Performance of any accrued obligation which such party may then have under this Agreement. Any attempted assignment in contravention of this Section shall be null and void.

18.2 Applicable law, Jurisdiction. This Agreement shall be construed by and enforced in accordance with the laws of the the State of Texas, U.S.A. without regard to its conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the the courts of Williamson County, Texas, USA.

18.3 Survival of Terms. Any provision of this Agreement that by its general nature and operation imposes or contemplates continuing obligation, including without limitation to the provisions pertaining to (Intellectual Property), (Confidentiality), (Rights in the Services), (Information Governance and Data Privacy and Protection), (Indemnity), (Insurance), (Termination), (Notices), (Audit) (No Publicity), and (Miscellaneous), shall remain in force and effect notwithstanding the termination or expiration of this Agreement.

18.4 Entire Agreement. This Agreement represents the entire agreement and understanding between the parties relating to the subject matter of this Agreement, and supersedes all documents and verbal consents or understandings (if any) given or made between the parties prior to the date of this Agreement. This terms of this Agreement may only be amended or modified in writing signed by both parties. All Exhibits to this Agreement shall form an integral part of this Agreement. Nothing in this Agreement or in any SOW shall be construed as prohibiting Customer from obtaining the same or similar services as the Services from another source.

18.5 Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing and signed by the party making the waiver. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision hereof.

18.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect.

18.7 Headings. The Section headings of this Agreement are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date.