Healthcare CareIQ Contract

HEALTHCARE CAREIQ CONTRACT

This Healthcare CareIQ Contract (the Agreement) is entered into between the parties identified below for the provision and licensed use of the CareIQ platform and related services. The parties agree as follows.

Parties and Administrative Information

Recitals and Definitions

WHEREAS, CareIQ provides a cloud-based care coordination platform, analytics, and support services (Services); and WHEREAS, Provider desires to license and receive Services and to permit CareIQ access to PHI as necessary to perform the Services; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

Term, Effective Date, and Termination

Effective Date: . The initial term shall continue for months and shall automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice. Termination for Cause: Either party may terminate immediately for material breach if such breach remains uncured for days after receipt of written notice.

Scope of Services and Implementation

CareIQ shall provide the Services described in the Statement of Work incorporated herein. Services include system configuration, data ingestion, analytics, user training, and technical support. Provider shall provide required access, patient data extracts, and a designated implementation lead.

Fees, Billing, and Payment

Provider shall pay CareIQ the fees set forth in the Fee Schedule. All fees are due in U.S. dollars in accordance with the agreed payment schedule.

HIPAA, Privacy, and Security

The parties acknowledge that Provider is a Covered Entity (or other entity subject to applicable privacy statutes) and that CareIQ will act as a Business Associate with respect to Protected Health Information (PHI). CareIQ shall implement and maintain administrative, physical, and technical safeguards to protect PHI, including access controls, audit logging, encryption at rest and in transit where technically feasible, and secure authentication protocols. CareIQ shall use PHI only as necessary to perform the Services and in accordance with the Business Associate obligations set forth in this Agreement.

Provider represents that it has obtained all required patient authorizations, consents, and legal bases to permit the disclosure of PHI to CareIQ for the purposes set forth in this Agreement. Provider shall promptly notify CareIQ of any revocation of authorization or restriction that materially affects CareIQ's permitted use of PHI.

Data Ownership, Use, and De-Identification

Provider retains ownership of all PHI and patient records provided to CareIQ. CareIQ is granted a limited, non-exclusive license to use Data solely to perform the Services and to improve its platform using aggregated, de-identified information. De-identified data shall mean data that has been subjected to technical measures sufficient to render the information no longer individually identifiable under applicable law.

Warranties; Disclaimers

Each party represents that it has authority to enter this Agreement. CareIQ warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, CAREIQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from its breach of this Agreement or its negligent or willful misconduct. Limitation of Liability: EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CAREIQ UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Audit, Reporting, and Compliance

Provider may, subject to reasonable notice and confidentiality protections, audit CareIQ's compliance with the security obligations herein. CareIQ shall provide reasonable reports and support to assist Provider with its regulatory obligations, subject to reasonable fees for extraordinary requests.

Subcontractors and Assignment

CareIQ may engage subcontractors to perform Services, provided that CareIQ remains responsible for subcontractor performance and requires subcontractors to comply with the confidentiality and security obligations of this Agreement. Neither party may assign this Agreement without the prior written consent of the other, except that CareIQ may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices and Governing Law

Notices shall be in writing and delivered to the addresses set forth above or to such other addresses as a party designates in writing. This Agreement shall be governed by the laws of the state specified by Provider's principal place of business, without regard to conflict of laws principles, unless otherwise agreed in writing.

Patient Data and Implementation Sample (Provider Checklist)

The following patient information fields are provided for implementation validation or as examples of typical data elements that Provider will supply. Provider affirms that all necessary authorizations for the use and disclosure of the following data have been obtained.

Representations and Miscellaneous

Each party represents and warrants that it will comply with all applicable federal and state health care laws and regulations. The parties agree to cooperate in investigations, subpoenas, and requests from regulators or patients where legally required and to coordinate responses in a manner that preserves confidentiality where permitted.

Confidentiality

Confidential Information includes PHI, business and technical information, pricing, and proprietary processes. Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not be disclosed except to employees or contractors who have a need to know and are bound by confidentiality obligations.

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