1.           Digital Healthcare Professionals’ Obligations. Client desires to engage Digital Healthcare Professionals to undertake certain programming services as described in the contract. That signed contract agreement is attached hereto and incorporated herein by this reference. Digital Healthcare Professionals’ obligations hereunder include all testing, debugging, maintenance, and all other functions related to programming necessary to make the Software operational and useable in the manner agreed upon by both parties.

2.           Consideration.

2.1         Payment Schedule. Client has agreed to pay Digital Healthcare Professionals the agreed amount on the signed contract in consideration for Digital Healthcare Professionals’ development of the Software in accordance with the payment schedule (“Payment Schedule”) set forth within the contract, attached hereto and incorporated herein by this reference.

2.2         Late Payments. Client acknowledges and agrees that Digital Healthcare Professionals shall invoice Client for the Services when and as the Services are performed. Charges not paid within thirty (30) days after receipt of an invoice will accrue interest at a rate of one and one-half percent (1.5%) charge per month, or the maximum permitted under applicable law, whichever is higher, until fully paid. Digital Healthcare Professionals is entitled to consider charges unpaid within sixty (60) days of receipt of the relevant invoice by Client a default and material breach of this Agreement and to any extent that Digital Healthcare Professionals has any obligations under this Agreement, those obligations will cease and Digital Healthcare Professionals will be under no duty to perform those obligations. In addition to such interest, Client acknowledges that Digital Healthcare Professionals shall be entitled to collect reasonable fees incurred in the collection of past-due payments, including but not limited to attorneys’ fees, court costs, collection fees, etc.

3.           Work Product and Delivery.

3.1 Work Product. For purposes of this Agreement, “Work Product” shall be defined as all deliverables developed by Digital Healthcare Professionals, which include but are not limited to, software, computer code, including both source and object code, and services.

3.2 Delivery and Approval of Work Product. From time to time, Digital Healthcare Professionals may submit Work Product to Client for testing and/or approval. If Client does not respond to Digital Healthcare Professionals within ten (10) days of receipt of Work Product accompanied by a written request for approval, Client acknowledges and agrees that Digital Healthcare Professionals shall consider such Work Product approved and satisfactory.

3.3 Commercially Reasonable Efforts; Disclaimer of Warranties. Digital Healthcare Professionals agrees to use commercially reasonable efforts to perform the Services and to deliver the Work Product in accordance with this Agreement. Deliveries of Work Product under this Agreement are provided “AS IS”, without warranty of any kind, including (without limitation) any warranty of title, merchantability, or fitness for a particular purpose. Descriptions or specifications of deliverables shall constitute project objectives and not express warranties. Nothing in this Agreement and nothing in any statements to Client will be construed as a promise or guarantee as to any outcome. Digital Healthcare Professionals makes no promises or guarantees. Comments about the potential outcome of Client’s matter are expression of opinion only.

4.           Ownership and Intellectual Property Rights.

4.1 Third-Party Intellectual Property Rights. Client shall have sole responsibility for obtaining any intellectual property rights of third parties necessary to enable the production or exploitation of the Work Product, as hereinafter defined, or otherwise perform their obligations hereunder, and upon request from Digital Healthcare Professionals shall provide sufficient proof of the obtaining of such rights to the satisfaction of Digital Healthcare Professionals, in Digital Healthcare Professionals’ sole discretion. Digital Healthcare Professionals is entitled to rely on the Client’s representations and under no circumstances should their failure to request sufficient proof of Client’s attainment of rights be construed as Digital Healthcare Professionals’ purposeful and/or knowledgeable involvement in the use of work product owned by a third party without their consent. If any claim, action and/or suit is brought or threatened against Digital Healthcare Professionals arising out of this Agreement related to ownership and/or intellectual property disputes, Client agrees to defend, indemnify and hold harmless Digital Healthcare Professionals to the fullest extent of the law.

4.2 Ownership of Work Product. The Work Product shall be owned by Client and shall be considered work made for hire by Digital Healthcare Professionals for Client.  Digital Healthcare Professionals agrees to assign, and upon creation of each item of Work Product and automatically assigns, to Client, its successors and assigns, ownership of all United States and international copyrights in the each and every item of Work Product, insofar as any such Work Product by operation of law may be considered work made for hire by Digital Healthcare Professionals for Client.

4.3 Client’s Rights Contingent on Payment in Full. Client’s rights under paragraph 4.2 above are contingent upon Client’s performance of its obligations under this Agreement, including the completion of all payments due under the Payment Schedule. No right, license, or assignment is granted or conveyed by Digital Healthcare Professionals to Client unless and until all such obligations, including payment obligations, are performed.

5.           Term and Termination.

5.1          Term. This Agreement shall commence as of the Effective Date, which is the date signed by Client in the contract above, and shall have an initial six (6) month term (“Initial Term”). After the Initial Term, Client may terminate this Agreement upon thirty (30) days written notice to Digital Healthcare Professionals. If the Initial Term identified in the contract is less than six (6) months, the Agreement will terminate upon the later of (i) delivery of the Work Product to Client or (ii) payment of all amounts due from Client to Digital Healthcare Professionals under the Payment Schedule.

5.2         Termination by Client. If Client terminates this Agreement prior to the end of the Initial Term as provided by paragraph 5.1 above, Client shall be responsible for immediate payment of the total amount due to Digital Healthcare Professionals under this Agreement commensurate with the Services performed and/or Work Product, less any previous payments made to Digital Healthcare Professionals hereunder (“Final Payment”). Such Final Payment shall be immediately due and payable upon notice of termination. Client agrees to be responsible for any additional expenses to Digital Healthcare Professionals resulting from the early termination of this Agreement.

5.3         Termination by Digital Healthcare Professionals. If Digital Healthcare Professionals terminates this Agreement prior to termination as provided by paragraph 5.1 above for any reason other than breach of this Agreement by Client, Digital Healthcare Professionals’ liability is limited by paragraph 6 below.

6.           Limitations.

6.1 Limitation of Digital Healthcare Professionals Liability. Client’s sole remedy for any delay or deficiency in the performance of the Services or the delivery of Work Product shall be the termination of this Agreement and equitable enforcement of any delivery obligation for Work Product already completed. Digital Healthcare Professionals’ maximum liability for breach of this Agreement shall not be greater than the amounts paid to Digital Healthcare Professionals by Client hereunder.


6.3 Indemnity. Client agrees to indemnify, defend and hold harmless Digital Healthcare Professionals (including all agents, partners, officers, employees, etc.) from any and all claims, suits, causes of action, liabilities, controversies, HIPPA or any other government or regulatory violations, agreements, promises, damages, costs, judgments, obligations and/or demands of any nature whatsoever (“Claims”) at law or equity (including attorney’s fees, expert fees and costs) that arise out of or relate to the terms, services and/or products provided per this Agreement, unless such Claims have been specifically determined to the sole negligence of Digital Healthcare Professionals. This indemnity provisions shall be interpreted in the broadest possible manner to indemnify Digital Healthcare Professionals, except for the sole negligence of Digital Healthcare Professionals.

7.           Miscellaneous.

7.1 Time is of the Essence.  It is hereby agreed that time is of the essence and all provisions herein relating thereto shall be strictly construed.

7.2 Applicable Laws.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

7.3 Interpretations.  Any uncertainty or ambiguity existing herein shall not be interpreted against either party because such party prepared any portion of this Agreement. For the purposes of construing this agreement, it is understood and agreed that both parties drafted this Agreement.

7.4 Waiver.  Failure to insist on compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder, at any one time or more times, be deemed a waiver or relinquishment of such rights and powers at any other time or times or under any other circumstance(s).

7.5 Severability.  Except to the extent the same would operate to materially deprive a party of the benefit of its bargain hereunder, if any term or provision of this Agreement or the application thereof to any party or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

7.6 Assignment.  This Agreement shall not be assigned by either party without the prior written consent non-assigning party, which consent may be granted or withheld in the party’s sole and unlimited discretion.

7.7 Force Majeure. Digital Healthcare’s Professionals will not be liable for any failure or delay in performing any obligations under this Agreement that is due to any act of God, war, government regulations or advisory, disaster, data/security breach, fire, pandemic, accident or other casualty, strikes or threats of strikes, labor disputes, civil disorder, acts and/or threats of terrorism, curtailment of services or facilities such as internet or power, or other causes beyond the control of Digital Healthcare Professionals.

7.8 Survival. All provisions that, by their very nature would be expected to, shall survive termination of this Agreement, including but not limited to indemnity obligations, warranties, insurance and legal status of the parties.

7.9 Status of Parties. Nothing in this Agreement shall be construed to create an employee-employer relationship and Digital Healthcare Professionals is an independent contractor and the parties are principals for their own accounts.

7.10 Waiver of Subrogation. Client hereby waives all rights of recovery against Digital Healthcare Professionals, and its partners, officers, agents, employees, etc., whether under subrogation or otherwise, arising out of or related in any way to Client’s obligations under this Agreement.

7.11 Entire Agreement.  This Agreement, together with the exhibits attached hereto, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous agreements, representations or understandings, whether written or oral. This agreement can only be amended by written agreement signed by all parties.

7.12 Signatures.  This Agreement may be executed in one or more counterparts, all of which shall be one and the same agreement.  Further, signatures of this Agreement in facsimile form are accepted by all parties provided that executed originals are mailed via overnight delivery on the date of execution.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.