Health Services Digital Vitals

HEALTH SERVICES DIGITAL VITALS

Parties

Recitals

WHEREAS, Provider maintains a digital vitals monitoring platform and related analytical services for remote collection, transmission, and preliminary processing of patient physiological data; and

WHEREAS, Client seeks to engage Provider to collect and transmit digital vital signs for the population identified below and to receive associated monitoring services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Provider shall provide digital vitals collection, transmission, monitoring, and reporting services as described in this section. Provider's duties include device provisioning coordination, secure data ingestion, preliminary signal processing, event alerting to Client's designated contacts, and routine reporting as agreed.

Data Collected

Provider will collect and process the following biometric data elements (select all that apply):

Heart rate
Blood pressure
Peripheral oxygen saturation (SpO2)
Body temperature
Respiration rate
ECG / cardiac rhythm
Other (describe)

Payment Terms

Client shall pay Provider the fees set forth below in consideration of the services. Fees shall be invoiced and payable in accordance with the schedule selected below.

All fees are exclusive of taxes. Client is responsible for any taxes levied on payments, other than taxes based on Provider's net income. Provider may suspend services if invoices are delinquent more than the invoice terms specified above after providing written notice and a reasonable cure period of at least ten (10) days.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this Agreement.

Effective Date:    End Date:

Either party may terminate for material breach by the other if the breach remains uncured for thirty (30) days after written notice specifying the breach. Provider may terminate immediately for Client's failure to pay undisputed fees when due. Upon termination, Client shall pay Provider for all services rendered and reasonable wind-down costs incurred through the effective date of termination.

Confidentiality

Each party agrees to hold in confidence and not to disclose Confidential Information of the other party except as necessary to perform obligations under this Agreement or as required by law. Confidential Information includes patient data, business and technical information, pricing, and any other information identified as confidential. Confidentiality obligations survive termination for a period of five (5) years, except that obligations with respect to protected health information or other regulated personal data shall survive as required by applicable law.

Data Security and Privacy

Provider shall implement and maintain administrative, physical, and technical safeguards reasonably designed to protect the confidentiality, integrity, and availability of Client's data. Provider shall notify Client of any unauthorized access, use, or disclosure of Client data within days of discovery and shall cooperate in remediation and notification efforts.

Both parties agree to comply with applicable privacy and health information laws, including requirements applicable to protected health information when such laws are applicable to the data collected under this Agreement.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligence, willful misconduct, or breach of this Agreement. Provider's total aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the six (6) months preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, special or punitive damages, except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality obligations.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

Notices

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. The parties are independent contractors and nothing creates an agency, partnership, or employment relationship.

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