MASTER RESELLER AGREEMENT

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Exhibit 10.19

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XXXXXXX

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MASTER RESELLER AGREEMENT

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This Master Reseller Agreement (“Agreement”), effective on the date of the last signature below ("Effective Date), between COMPANY, on behalf of itself and its Affiliates (collectively), and the business partner identified below ("Business Partner''}, consists of the Terms and Conditions, Exhibits, and Product Schedule(s) and License(s) ("Product Schedule(s)"}. This Agreement governs all Business Partner Products described on a Product Schedule, and licensed by COMPANY from Business Partner during the Term for distribution to COMPANY Customers, with or without integration with COMPANY Product (defined herein). All Terms and Conditions, Exhibits, and Product Schedules indicated below as "included” are incorporated by reference into this Agreement.

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WHEREAS Business Partner has been granted patents relating to systems, methods, and devices for exchanging medical data and related information across a network. BEAM is a subscription service as defined herein “Subscription Service”) to allow users access to a certain proprietary network through a computer program in order to exchange studies, medical data, and information between healthcare entities; and

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WHEREAS, MTI desires to acquire a right and license to use and market such computer program and documentation and to resell the Subscription Service to users; and

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WHEREAS, Business Partner is willing to grant such rights and licenses, and to perform certain duties with respect to the computer program and documentation and MTI is willing to accept such license and the performance of such duties on the terms and conditions set forth below.

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NOW, THEREFORE, in consideration of the foregoing premises and the covenants and obligations set forth in this Agreement, the parties hereby agree as follows:

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This Agreement commences on the Effective Date and continues in full force and effect for a period of three year(s} ("Initial Term"), unless earlier terminated in accordance with this Agreement. Thereafter, this Agreement will automatically renew for successive terms of one year each ("Renewal Terms ) (collectively, the Initial Term and all Renewal Terms will constitute the "Term") unless either party elects not to renew this Agreement pursuant to Section 4.2 of the Terms and Conditions.

In accordance with the section labeled "Escalation of Dispute·, the parties designate the following positions for the purposes of escalating a Dispute (as that term is defined herein):

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The territory for this Agreement is the United States (excluding US government) and Canada ("Territory").

The parties agree that the Territory may be amended from time to time by mutual written agreement.

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Business Partner Address

OneMedNet Corporation  

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Attn· President and CEO

Copy: VP, Sales and Marketing

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TERMS AND CONDITIONS

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SECTION 1: DEFINITIONS

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Defined Terms. Capitalized terms used in this Agreement and not otherwise defined in the Terms and Conditions, an Exhibit, or a Product Schedule have the meanings set forth in Exhibit A

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SECTION 2: BUSINESS PARTNER PRODUCT SCHEDULES

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Business Partner Product Schedules. COMPANY may purchase or license one or more Business Partner Products from Business Partner through Product Schedule(s) attached hereto as Exhibit K. Additional Business Partner Products may be added through an amendment executed by the parties with additional Product Schedule(s).

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SECTION 3: LICENSES

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3.1Use and Copying License. For all Business Partner Products, in addition to the license grants set forth in the Product Schedule(s), Business Partner hereby grants, for the Term of this Agreement in connection with the BEAM Network, to COMPANY a non-exclusive, non-transferable (except as otherwise set forth in this Agreement), fully paid-up license, under all Business Partner Intellectual Property Rights, if and to the extent reasonably required, within the Territory to:

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3.1.1interface the Business Partner Software with the COMPANY Product to test, create and maintain the Interfaced Product;

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3.1.2modify, incorporate and integrate the Documentation (in whole or in part) to create the Integrated Documentation;

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3.1.3demonstrate the Interfaced Product to current and potential Customers:

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3.1.4provide Customers with training, installation, maintenance and support services for the Interfaced Product; and

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3.1.5copy the Interfaced Product and the Integrated Documentation, as reasonably necessary to exercise the license rights granted in this Section and the license portion of any Product Schedule, including making a reasonable number of copies for development, testing, backup, archival and disaster recovery purposes. COMPANY will use reasonable efforts to reproduce all Business Partner copyright, confidentiality and proprietary notices on each copy.

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3.2Distribution License. For all Business Partner Products, in addition to the license grants subject to the Fees (as defined herein) set forth in the Product Schedule(s), Business Partner hereby grants, for the Term of this Agreement in connection with the BEAM Network, to COMPANY a non- exclusive, non- transferable (except as otherwise set forth in the Agreement), fully paid-up license, under all Business Partner Intellectual Property Rights, if and to the extent reasonably required, within the Territory to:

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3.2.1market, distribute and sublicense (under limited-term licenses), the Business Partner Products either individually or as part of Interfaced Product to Customers;

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3.2.2distribute and sublicense the Documentation or the Integrated Documentation to Customers; and

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3.2.3grant limited-term evaluation licenses for the Business Partner Products or Interfaced Product to current and potential Customers.

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Empowering Healthcare

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3.3COMPANY Affiliates and Subcontractors. Business Partner expressly agrees that the license rights granted in Sections 3.1 and 3.2, as well as in the license grants set forth in any Product Schedule, automatically extend to and may be exercised, at no additional charge, by any and all COMPANY Affiliates. Each COMPANY Affiliate will have the right to enforce this Agreement to the same extent as MTI, except that COMPANY Affiliates will have no right or authority to amend this Agreement. In addition, Business Partner expressly agrees that the license rights granted in Sections 3.1 through 3.3, and the license grants set forth in any Product Schedule, automatically extend to and may be exercised, at no additional charge. by any MTI or COMPANY Affiliate contractor, subcontractor or consultant, whether domestic or offshore ("COMPANY Contractors"), only on behalf of MTI or any COMPANY Affiliate, as applicable.

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3.4Resellers and Reseller Agreements. For the term of this Agreement, COMPANY may appoint Resellers to distribute and sublicense the Interfaced Product and the Integrated Documentation as described in this Agreement. COMPANY will require each Reseller to execute an agreement with COMPANY that contains terms and conditions that protect Business Partner's proprietary rights in the Business Partner Product in a manner that is consistent in all material respects with this Agreement (“Reseller Agreement"). COMPANY will use its commercially reasonable efforts to enforce the terms of each Reseller Agreement and will promptly notify Business Partner if it becomes aware of any material breach of a Reseller Agreement that affects Business Partner's proprietary rights in the Business Partner Product. COMPANY will provide advance notice to Business Partner of each appointed Reseller before COMPANY begins business with each Reseller.

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3.5Customer Agreements. Each Customer must be subject to a Customer Agreement with COMPANY that protects Business Partner's proprietary rights in the Business Partner Products in a manner that Is consistent in all material respects with this Agreement. Business Partner acknowledges and agrees that the license rights granted by COMPANY to a Customer under a Customer Agreement may include: (a) the right to use the Interfaced Product for internal testing purposes; and (b) the right to copy the Interfaced Product and Integrated Documentation for testing, backup, archival and disaster recovery purposes, including "hot" backup. No additional Fees of any kind will be payable by COMPANY to Business Partner with respect to any Customer Agreement under which COMPANY grants the foregoing rights to a Customer. COMPANY will use its commercially reasonable efforts to enforce the terms of each Customer Agreement and will promptly notify Business Partner if it becomes aware of any material breach of any agreement by a Customer that affects Business Partner's proprietary rights in the Business Partner Products.

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3.6Fulfillment Services. Business Partner acknowledges and agrees that COMPANY may, in its discretion, appoint a COMPANY Affiliate located in Ireland to perform fulfillment services for COMPANY (the "COMPANY Fulfillment Affiliate"). These services may include, fulfilling orders for COMPANY by making copies of the Interfaced Product and the Integrated Documentation and distributing any copies, on COMPANY's behalf, directly to Customers. The parties expressly acknowledge that the COMPANY Fulfillment Affiliate acts only in the capacity as a services provider and is not a Reseller for purposes of the Agreement.

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3.7Divested Business. Upon any sale, merger or transfer of a COMPANY line of business, division or business unit using, integrating, interfacing, or embedding the Business Partner Products (any of the foregoing, a "Divested Business"), COMPANY will provide reasonable Notice to Business Partner as of the effective date of divestment ("Divestment Date"). COMPANY has the right in its sole discretion to: (a) assign to the acquiring entity, at no additional charge, all valid licenses for the Business Partner Products at the Divestment Date by the Divested Business for its use subject to this Agreement; or (b) use the Business Partner Products at no additional charge, for a reasonable period of time, not to exceed 12 months, to provide transitional, migration, and/or conversion services to the Divested Business to facilitate its continuous operation until it becomes independent of COMPANY. In either event, COMPANY will continue to pay all Fees due and payable under this Agreement as of the Divestment Date, and the acquiring entity will not be required to purchase any licenses or maintenance services under this Agreement in addition to those in place at the Divestment Date.  At the request of COMPANY, the

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Divested Business, or the acquiring entity, Business Partner will negotiate in good faith an agreement with the Divested Business or the acquiring entity, as applicable, with terms and conditions that are substantially similar to and not less favorable to the Divested Business or the acquiring entity than the terms and conditions of this Agreement. Notwithstanding any of the foregoing, the divestment of any Divested Business shall entitle Business Partner to terminate this Agreement with 60 days advance written notice, which right COMPANY hereby grants to Business Partner.

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3.8Software Migration Rights. Business Partner expressly acknowledges that COMPANY and its Customers may incur material and substantial costs and expenses in the event that Business Partner Sunsets a Business Partner Product that COMPANY is distributing and sublicensing hereunder (a "Sunsetted Business Partner Product"). These costs and expenses may Include Fees for the licensing, maintenance and support of new software products, hardware and equipment acquisition costs, consultfng, development, implementation and testing services Fees, technical and user training Fees, and other Fees, costs and expenses. Business Partner agrees that it will not Sunset a Business Partner Product during the Initial Term of this Agreement. Upon decision to Sunset a Business Partner Product during any Renewal Term, Business Partner will give at least eighteen (18) months prior written Notice to COMPANY. In the event that Business Partner Sunsets a Business Partner Product during the Renewal Term, but makes commercially available an alternative product that is substantially equivalent in features and functionality to the Sunsetted Business Partner Product, regardless of the differences in operating systems, databases and user interfaces between the Sunsetted Business Partner Product and the alternative product, then COMPANY will have the right to obtain a license, at no additional license Fee, to the alternative product for itself and its Customers licensing the Sunsetted Business Partner Product. If COMPANY exercises this right, then the alternative product will be deemed to be a Business Partner Product for purposes of this Agreement, and Business Partner will provide assistance and cooperation as reasonably requested by COMPANY to enable it to effect a transition to the alternative product, with minimal disruption or cost to COMPANY and its Customers. In the event that Business Partner does not replace any Sunsetted Business Partner Product with an alternative product, Business Partner shall reimburse COMPANY for any prepaid subscription Fees that COMPANY may have paid to Business Partner for the Sunsetted Business Partner Product for which such Fees have not yet been realized by Business Partner. Such Fees shall be reimbursed to COMPANY within 60 calendar days of the discontinuation date.

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3.9Rights to Develop. Business Partner acknowledges that COMPANY has the right, without obligation to Business Partner, to create, own, develop and market products that operate in conjunction with the Business Partner Products but that perform other applications or provides other functionality, serves as an interface between the Business Partner Software and other software, or that improves the ease of use of the Business Partner Products, even though this software may require the Business Partner Software to operate. All changes, modifications, improvements or new modules made or developed with regard to COMPANY Products, whether or not (a) made or developed at Business Partner's request, (b) made or developed in cooperation with Business Partner, or (c) made or developed by Business Partner, will be solely owned by COMPANY. All changes, modifications, improvements or new modules made or developed with regard to Business Partner Products, whether or not (a) made or developed at COMPANY's request, (b) made or developed in cooperation with COMPANY, or (c) made or developed by COMPANY, will be solely owned by Business Partner. Nothing in this Agreement will be deemed to limit either party's or its Affiliates' right to create, own, acquire, license or develop (or to have developed) for its own purposes or for marketing and distributing to third parties, any content, software or technology that is functionally similar or Identical to the other party's content, software or technology, provided, that each party does not breach its obligations under this Agreement (or under any other agreement between the parties) with respect to the other party's Confidential Information or Intellectual Property Rights.

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3.10Licensed Patents. For the consideration set forth herein, Business Partner further grants COMPANY a non-exclusive, fully paid-up license in the Territory under the Licensed Patents for the Term of this Agreement

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3.10.1to the extent necessary to exercise the right and license granted under this Section 3; and

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3.10.2to combine the Interfaced Product with equipment and computer programs for use with the BEAM Network.

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SECTION 4: TERM AND TERMINATION

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4.1Term. The term of this Agreement is set forth on page 1.

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4.2Non-Renewal. Either party may elect not to renew this Agreement and any Product Schedule(s), by providing Notice to the other party of its intent not to renew the Agreement. Notice is effective at the end of the Term with, in the case of the Initial Term, at least twelve (12) months prior Notice or, in the case of a Renewal Term. at least six months prior Notice. Termination of this Agreement will automatically result in termination of all Product Schedules then in effect, whether or not referenced in the termination Notice.

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4.3Termination for Cause. Either party may terminate this Agreement immediately by Notice to the other party if.

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4.3.1the other party breaches any material term of this Agreement and fails to cure the breach, or show substantial progress toward curing the breach, within 30 days following Notice thereof;

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4.3.2the other party: (i) announces a cessation of its entire business or becomes insolvent; (ii) elects to dissolve and wind-up its business; (iii) makes a general assignment for the benefit of creditors; or (iv) petitions for or appoints (or a third party causes to be appointed for itself) a receiver, custodian or trustee to take possession of all or substantially all of that party's property:

(v) receives a "going concern" letter from its external auditors;

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4.3.3any representation or warranty made herein by the other party is false or misleading in any material respect as of the Effective Date of this Agreement or, except for Section 9.3 and Section 9.4.3, becomes false or misleading in any material respect at any time thereafter;

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4.3.4COMPANY may immediately terminate this Agreement in the event that Business Partner breaches Section 9.3 of this Agreement after the Effective Date of this Agreement and fails to cure the breach, or show substantial progress toward curing the breach, within 15 days following Notice thereof; or

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4.3.5Business Partner may, in its reasonable discretion, terminate this Agreement pursuant to Section 4.3.1 above in the event that COMPANY materially breaches Section 9.4.3 of this Agreement or COMPANY discontinues marketing Business Partner Products as set forth in Section 5.3 of this Agreement

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4.4Termination for Change of Control. COMPANY may, in its reasonable discretion, terminate this Agreement immediately by providing Notice to Business Partner upon the occurrence of a Change of Control by Business Partner, if, in COMPANY's opinion, the Change of Control may adversely affect COMPANY's rights. goodwill, Customer relationships or competitive position.

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4.5Orderly Transition. No later than two weeks prior to the termination effective date, the parties shall meet and confer to mutually agree on a transition plan including but not limited to, developing a communication plan to Customers, and transition and assignment of all continuing maintenance and support for the Interfaced Product or Customer's purchased Subscription Service from COMPANY to Business Partner prior to termination of the Agreement.

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4.6Obligations After Termination. Upon the termination of this Agreement for any reason:

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4.6.1except as otherwise specified in subsection 4.6.2 (or in a Product Schedule), each party will promptly cease using and destroy or return to the other party all Confidential Information of the other party unless prohibited by law; and

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4.6.2COMPANY will promptly: (a) pay to Business Partner all amounts remaining due by COMPANY to Business Partner; (b) cease to engage in advertising or promotional activities concerning Business Partner Products; (c) cease to represent, in any manner, that COMPANY has been designated by Business Partner to sell the Business Partner Products; and (d) cease any new sales of Business Partner Products and inform Business Partner of any pending sales of Business Partner Products.

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4.6.3Survival. This Section 4.6 will survive termination of this Agreement.

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SECTION 5:  MARKETING AND RELATIONSHIP-RELATED OBLIGATIONS

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5.1Marketing Efforts. Business Partner will provide COMPANY with support and assistance for marketing efforts, as reasonably requested by COMPANY, from time to time, as described in Exhibit F. Unless otherwise set forth in Exhibit F, each party will bear its own expenses with regards to these efforts.

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5.2Press Releases and Use of COMPANY Trademarks.

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5.2.1Nothing in this Agreement will be construed as obligating COMPANY to participate in press releases with Business Partner. Neither party will be permitted to issue press releases of any kind referencing the other party, this Agreement. or the parties' conduct under this Agreement without the express written approval of the COMPANY business unit president and of the Business Partner.

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5.2.2Without limiting the generality of the foregoing, Business Partner may not use COMPANY's stock ticker symbol, any trade names, trademarks or service marks of COMPANY in any advertising, publicity, or promotion or to express or imply any endorsement of the Business Partner Products, without COMPANY's prior written consent.

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5.3Marketing Decision. COMPANY will have full freedom and flexibility in its decisions concerning marketing of Business Partner Products and Interfaced Products, including the decision of whether to market or discontinue marketing any particular Business Partner Product and Interfaced Product, whether to offer Business Partner Products and/or Interfaced Products separately and/or in combination with other COMPANY Products and in its decisions regarding terms, conditions and pricing. In the event that COMPANY discontinues marketing Business Partner Products, COMPANY will promptly provide notice to Business Partner. Nothing in this Agreement will be construed as an obligation, guarantee or commitment by COMPANY that any marketing effort for Business Partner Products or Interfaced Products will produce any certain level of Fees.

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5.4Continued Development. Business Partner expressly acknowledges and agrees that COMPANY's decision to enter into this Agreement and to develop and distribute the Interfaced Product is based, in significant part, upon Business Partner's commitment to continue to offer and maintain a functionally robust and competitive product. It is the parties· expectation that Business Partner will demonstrate this commitment by devoting appropriate resources and efforts to develop improved and enhanced versions of the Business Partner Product that include new content, features and capabilities, as well as maintaining and sustaining points of integration.

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SECTION 6: BUSINESS PARTNER PRODUCTS MAINTENANCE AND SUPPORT

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6.1Business Partner Maintenance and Support Obligations. Unless a Product Schedule indicates that maintenance, Updates, or support will not be provided, Business Partner will provide COMPANY with the maintenance services, including technical support services, for the Business Partner Software, as specified in Exhibit B, in accordance with this Agreement.

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6.2COMPANY Support Obligations. Unless otherwise agreed in writing by the parties, as between COMPANY and Business Partner, COMPANY will be solely responsible for providing Customers with Level 1 Support for the Interfaced Product, as well as with related training, installation and other technical and professional services. COMPANY will provide these services in accordance with its then- current end-user maintenance and support policies and procedures and standard terms and conditions. Upon mutual, written agreement of the parties, COMPANY may subcontract with Business Partner for performance of any of these services.

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SECTION 7: PAYMENT

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7.1Payment of Fees. COMPANY will pay Business Partner all Fees set forth on the applicable Product Schedule for each Business Partner Product licensed hereunder ("Fees), which Fees may include subscription prices for Business Partner Product licensing ("Base Prices)System Sign-on, and Access Fees (defined herein) and other Fees if applicable. All Fees will be payable on the terms set forth herein.

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7.2Payment Terms. Except as otherwise provided in a Product Schedule or this Agreement, COMPANY will pay each invoice issued by Business Partner within forty-five (45) days following the invoice date. COMPANY reserves the right to withhold payment of any invoices, in whole or in part. that COMPANY disputes in good faith. The parties will use reasonable efforts to promptly resolve any payment disputes. COMPANY will pay all amounts due under this Agreement in U.S. currency, free of any currency controls or other restrictions. Nothing in this Agreement or otherwise will be deemed to limit COMPANY's right to offset any amounts that COMPANY in good faith claims are due to it under this Agreement or any other agreement between the parties or otherwise against any invoice issued by Business Partner hereunder.

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7.3Audit Rights During the Term and for a period of one year thereafter ("Audit Period"). COMPANY will maintain materially complete and accurate books and records regarding COMPANY's use and distribution of the Business Partner Products. During the Audit Period, Business Partner will have the right to appoint an independent nationally recognized auditor, reasonably acceptable to COMPANY, to audit, but no more than one time m any 12 month period, COMPANY's books and records solely for the purpose of confirming COMPANY's compliance with its payment obligations hereunder. Any auditor must sign a confidentiality agreement in a form acceptable to COMPANY. Any audit will be limited in scope to the 12 month period immediately preceding the date it Is conducted (excluding any periods already audited). and failure to timely request an audit will result in a waiver of Business Partner's rights to audit time periods outside this scope. Business Partner will furnish COMPANY with Notice at least 60 days' prior to the date that it desires to have an audit conducted.  The parties will mutually agree on the length of the audit period for any audit to be conducted. Any audit will be conducted during COMPANY's regular business hours and in a manner that minimizes interference with COMPANY's normal business activities. Business Partner will provide the results of the audit promptly upon completion of the audit, but in no case longer than within 60 days of completion. All information that is disclosed to the auditors in connection with conducting an audit, including, COMPANY's books and records and the identities of COMPANY's Customers will be deemed to be COMPANY Confidential Information.If an audit reveals an underpayment by COMPANY of amounts payable to Business Partner for the period audited, then COMPANY will promptly remit the full amount of any underpayment to Business Partner and any payment will be the final settlement of all claims under the audit unless the amount due exceeds 10% of the total payments due Business Partner for the audited period, in which case COMPANY shall pay for the entire cost of the audit.  If the audit reveals an overpayment by COMPANY for the Audit Period, then, at

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COMPANY's option, Business Partner will either promptly remit the full amount of any overpayment to COMPANY or issue a credit to COMPANY that may be applied against any amounts that are or may become payable by COMPANY hereunder. In all instances, unless otherwise agreed to in writing by the parties, each party will bear their own costs and expenses incurred in connection with preparing for, conducting or complying with the audit, including, in the case of Business Partner, the costs and expenses of the auditor. This Section 7.3 will survive termination of this Agreement.

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7.4Taxes. COMPANY will be responsible for payment of all applicable sales. use or similar taxes that are assessed by any competent tax authority with respect to the payments that COMPANY makes to Business Partner under this Agreement, except for any taxes based on Business Partner's income. Notwithstanding the foregoing, Business Partner acknowledges that COMPANY will have no obligation to pay any taxes with respect to COMPANY's distribution of the Business Partner Products to its Customers if and to the extent COMPANY qualifies under an applicable resale tax exemption. At Business Partner's request, COMPANY will provide Business Partner with a resale certificate or other customary documentation supporting the exemption.

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7.5Customer Pricing. COMPANY will have the right, in its sole discretion, to determine the Fees, prices and other amounts that it will charge to its Customers for the Business Partner Products, Interfaced Products, and for any related services. Business Partner will not have the right to require the payment of any Fees, expenses or amounts of any kind from any COMPANY Customers for the Business Partner Products or Interfaced Products or for any services provided to COMPANY Customers under a Customer Agreement unless otherwise agreed in writing by the parties.

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SECTION 8: CONFIDENTIALITY

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8.1Confidential Information. For purposes of this Agreement ''Confidential Information· means: (a) the Business Partner Products, COMPANY Products and the Interfaced Products; (b) any non- public data or information disclosed by one party ("Discloser'') to the other party (·Recipient") that Is marked "confidential" or "proprietary" at the time of disclosure or which Recipient should reasonably know to be confidential given the nature of the data or information and the circumstances of disclosure; and (c) the specific terms and conditions of this Agreement.

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8.2Exceptions. The obligations set forth below will not apply to any Information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by Recipient; (b) is rightfully known by Recipient at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is rightfully obtained by Recipient from a third party without restriction on use or disclosure.

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8.3Obligations. Except as may be expressly permitted by this Agreement, Recipient will:

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8.3.1not disclose Discloser's Confidential Information except (I) to the employees or contractors of Recipient who need to know that Confidential Information for the purpose of performing Recipient's obligations under this Agreement, and who are bound by confidentiality terms with respect to that Confidential Information no Jess restrictive than those contained in this Section; or (ii) as required to be disclosed by law, to the extent required to comply with that legal obligation, provided that Recipient will promptly notify Discloser of the obligation;

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8.3.2use Discloser's Confidential Information only for the purpose of performing Recipient's obligations under this Agreement; and

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8.3.3use all reasonable care in handling and securing Discloser's Confidential Information. and employ all reasonable data security measures that Recipient ordinarily uses with respect to Its own confidential information of similar nature and importance.

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8.4Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, except as otherwise expressly provided in this Agreement, Recipient will return the Confidential Information to Discloser. If Discloser requests in writing, Recipient will destroy or erase all of Discloser's Confidential Information in tangible form, and promptly certify in writing to Discloser that it has done so.

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8.5Suryival. This Section 8 will survive termination of this Agreement.

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SECTION 9: WARRANTIES

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9.1Business Partner Warranties. Business Partner represents and warrants that:

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9.1.1Business Partner is duly organized, validly existing and in good standing under the laws of the state in which it was organized and has all necessary corporate power and authority to enter into this Agreement, to perform all of its obligations hereunder, and to grant to COMPANY all of the rights granted under this Agreement;

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9.1.2the signature, delivery and performance of this Agreement by Business Partner does not and will not confhct with or vlolate, and does not and will not result in a breach of any agreement, license, or any other contract or written Instrument related to the Business Partner Products to wh'ch Business Partner is bound;

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9.1.3Business Partner Is the owner of Business Partner Products or otherwise has the right to grant to COMPANY the license to use the Business Partner Products granted hereunder without to the best of its knowledge violating or infringing any law, rule or regulation, or any United States or foreign copyright, patent, trade secret, or other proprietary right of any third party;

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9.1.4the Business Partner Products and the use and distribution thereof by COMPANY do not to the best of Business Partner's knowledge after having conducted reasonable due diligence, infringe, misappropriate, or otherwise violate the Intellectual Proprietary Rights of any third party; and

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9.1.5the Business Partner Products will meet and comply with all applicable laws, statutes, and regulations in the Territory.

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9.2Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, IN A PRODUCT SCHEDULE OR OTHERWISE UNDER THIS AGREEMENT (OR ANY OTHER AGREEMENT BETWEEN THE PARTIES), OR IN ANY OTHER BUSINESS PARTNER MATERIALS OR DOCUMENTATION PROVIDED BY BUSINESS PARTNER TO ITS CUSTOMERS REGARDING THE BUSINESS PARTNER PRODUCTS, BUSINESS PARTNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING. BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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9.3Excluded Providers. Business Partner represents and warrants that neither it nor any of its employees or subcontractors providing Services under this Agreement have been: (i) charged with a criminal offense in connection with obtaining, attempting to obtain, or performance of a public (Federal, state or local) contract or subcontract: (ii) listed by a governmental agency as sanctioned, debarred or voluntarily withdrawn as a result of a settlement agreement; (iii) proposed for debarment or suspension or otherwise excluded from federal program participation; (iv) convicted of or had a civil judgment rendered against them regarding dishonesty or breach of trust, including but not limited to, the commission of a fraud including mail fraud or false representations, violation of a fiduciary relationship, violation of Federal or state antitrust statutes, securities offenses. embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; or (v) within a three (3) year period preceding the date of this Agreement, had one or more public

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transactions (Federal, state or local) terminated for cause or default. Business Partner will, at least once per quarter, take affirmative steps to ensure that Its employees or subcontractors performing the Services hereunder have not been convicted of any of the offenses, become subject to any of the exclusions, or otherwise fall in one of the categories outlined in Paragraph 3.10 (i)-(v) above. In addition, Business Partner agrees to notify COMPANY in writing within three (3) days if it or its employees or subcontractors have been convicted of any of the offenses or become subject to any of the exclusions outlined above.

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9.4COMPANY Warranties. COMPANY represents and warrants that:

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9.4.1COMPANY has the full power and authority to enter into this Agreement;

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9 4.2 In the performance of the services contemplated under this Agreement, COMPANY shall comply in all material respects with all applicable federal and state laws and regulations; and

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9.4.3COMPANY will use commercially reasonable efforts to promote, market and sell the Integrated Product and the Subscription Service.

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9.5Survival. This Section 9, excluding Section 9.4.3, will survive termination of this Agreement.

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SECTION 10: INDEMNITY

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10.1Business Partner Indemnity. Business Partner shall indemnify, defend and hold harmless COMPANY and its respective officers, directors, employees, agents, successors, and assigns (the "Indemnified Parties"), from any and all losses, liabilities, damages and claims, and all related costs and expenses, including reasonable legal fees and disbursements and costs of Investigation, expert or consultant fees and expenses, litigation, settlement, judgment, interest and penalties (including any expense of enforcing an indemnity obligation (unless a court determines it unenforceable) and to enforce Business Partner's additional insured, subrogation waiver, and insurance obligations) (collectively, "Losses") arising out of or resulting from any of the following:

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10.1.1any third party claim arising from or in connection with any breach of the Confidentiality and HIPAA Business Associate Obligations sections of this Agreement, Exhibit C1 (BAA), Exhibit C2 (PIP), or any other privacy or security obligations set forth in this Agreement; and

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10.1.2personal injury and property damage caused by the acts or omissions of Business Partner, or its employees, subcontractors or agents, to the extent that the claim was caused by or arose out of the joint, concurrent or contributory negligence of Business Partner or a Business Partner employee. Business Partner will not be liable if a claim is determined to have been caused by the sole or gross negligence, fraud, or intentional wrongdoing of COMPANY or a COMPANY employee.

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10.1.3any claim filed by a Customer arising from or in connection with any breach or violation of laws, regulations, and industry standards relating to the privacy, confidentiality or security of Personal Information, wherein such breach or violation is caused directly by Customer's use of the BEAM Network; provided, however, that such claim does not arise from or is not connected with a breach or violation caused by COMPANY. Personal Information shall mean any information relating to an identified or identifiable individual (such as name, postal address, email address, telephone number, date of birth, Social Security number (or its equivalent), driver's license number, account number, personal identification number, health or medical information, or any other unique identifier or one or more factors specific to the Individual's physical, physiological, mental, economic or social identity), whether such data ism individual or aggregate form, that may be disclosed to Business Partner by a Customer. In the

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event that any such breach or violation arises from the actions of both parties, each party is liable only for the amount of damages attributable to the percentage of fault of that party.

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This section expressly includes any claim involving: (a) willful misconduct, a reckless or negligent act or omission. or a criminal act; or (c) misrepresentation or fraud.

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10.2Business Partner IP Indemnity. Business Partner shall indemnify, defend and hold harmless the Indemnified Parties from any and all Losses arising from a claim that the Business Partner Products, the Business Partner Marks as set forth in Exhibit G, or the use or distribution of the Business Partner Products by COMPANY, its Affiliates or any of their Customers, Resellers, or COMPANY Contractors infringes, misappropriates or violates any Intellectual Property Right of a third party.

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10.3Indemnification Procedures. With respect to Business Partner's indemnification obligations, COMPANY agrees: (1) to promptly notify Business Partner of the claim; and (ii) to provide Business Partner with all reasonable authority and assistance required by Business Partner for the defense and settlement of the claim. Business Partner shall not enter into any settlement that would limit COMPANY's rights under this Agreement, that would constitute an admission of liability by COMPANY or that would impose any obligations on COMPANY, without COMPANY's express prior written consent. COMPANY reserves the right to retain counsel of its own choosing and at its own expense to participate in the defense and settlement of such claim without affecting any of Business Partner's indemnification obligations set forth herein.

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10.4Survival. This Section 10 will survive termination of this Agreement.

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SECTION 11: LIMITATION OF LIABILITY

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11.1.1Direct Damages - COMPANY. EXCEPT FOR ANY DAMAGES ARISING OUT OF COMPANY'$ WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND ANY LIABILITY BY COMPANY FOR COMPANY'$ BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 8 OF THIS AGREEMENT, AND ANY LIABILITY ARISING OUT OF OR RELATED TO COMPANY'$ INFRINGEMENT OF BUSINESS PARTNER'S LICENSED INTELLECTUAL PROPERTY RIGHTS, COMPANY'$ TOTAL CUMULATIVE LIABILITY TO BUSINESS PARTNER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE SUM OF TWO MILLION DOLLARS (US $21000,000) WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE.

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11.1.2Direct Damages - Business Partner. EXCEPT FOR ANY DAMAGES ARISING OUT OF BUSINESS PARTNER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, ANY LIABILITY BY BUSINESS PARTNER WITH RESPECT TO BUSINESS PARTNER'S INDEMNITY OBLIGATIONS UNDER SECTION 10.1 OF THIS AGREEMENT, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 OF THIS AGREEMENT, AND ANY LIABILITY BY BUSINESS PARTNER FOR BREACH OF ITS PRIVACY OBLIGATIONS UNDER EXHIBITS C1 AND C2 OF THIS AGREEMENT, AND ANY LIABILITY ARISING OUT OF OR RELATED TO BUSINESS PARTNER'S INFRINGEMENT OF COMPANY'$ LICENSED INTELLECTUAL PROPERTY RIGHTS, BUSINESS PARTNER'S TOTAL CUMULATIVE LIABILITY TO COMPANY UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE SUM OF TWO MILLION DOLLARS (US $2,000,000)

WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE.

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11.2Exclusion of Indirect Damages.

(a)  EXCEPT FOR ANY LIABILITY ARISING OUT OF OR RELATED TO ITS INFRINGEMENT OF BUSINESS PARTNER'S LICENSED INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL COMPANY BE LIABLE TO BUSINESS PARTNER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER  BASED ON BREACH  OF CONTRACT, WARRANTY,

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TORT, PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGE.

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(b)  EXCEPT FOR ANY LIABILITY ARISING OUT OF OR RELATED TO ITS INFRINGEMENT OF COMPANY'S LICENSED INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL BUSINESS PARTNER BE LIABLE TO COMPANY UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGE.

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11.3Notwithstanding any provision in this Agreement to the contrary, the terms and conditions of this Agreement shall not apply to any Intellectual Property Rights held by COMPANY or Business Partner that are not licensed in this Agreement.

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11.4Material Consideration. The parties acknowledge that the foregoing limitations are a material condition for their entry into this Agreement.

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11.5Survival. This Section 11 will survive termination of this Agreement only with respect to damages and liabilities arising during the Term of the Agreement.

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SECTION 12: INSURANCE

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12.1Required Coverage. Business Partner agrees it shall carry and maintain in full force and effect, during the Term of this Agreement, at its own expense, the following required insurance policies with insurers currently rated A- VII or better by A.M. Best:

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12.1.1Workers Compensation and Occupational Disease Insurance with statutory coverage and limits pursuant to the laws, rules and regulations of the jurisdictions in which any employee or agent of Business Partner performs work under this Agreement;

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12.1.2Employers Liability Insurance with minimum limits of $1,000,000 USD per accident or disease;

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12.1.3Business Automobile Liability Insurance with coverage for any auto or vehicle whether owned, non-owned, hired, leased or otherwise used in the performance of this Agreement and with minimum limits of $2,000,000 USD combined single limit each accident;

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12.1.4Commercial General Liability Insurance including coverage for premises and operations, products and completed operations, contractual liability, bodily injury, personal injury, advertising injury and property damage with a minimum policy limits of $2,000,000 USD per occurrence and $4,000,000 USD in the annual aggregate;

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12.1.5Products Liability Insurance including bodily injury and property damage for all products and completed operations and work supplied under this Agreement with a minimum policy limit of $4,000,000 USD per occurrence and $4,000,000 USD in the annual aggregate. This coverage can be satisfied through a General Liability policy including coverage for products and completed operations;

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12.1.6Commercial Umbrella Liability Insurance which will provide excess, follow-form coverage above all liability limits required herein with per occurrence and annual aggregate limits of at least $4,000,000 USD;

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12.1.7Commercial Property Insurance covering Business Partner's real and personal property (including but not limited to “all risks” coverage for its inventory, fire or water damage,

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business interruption and extra expenses) located on Business Partner's premises in an amount equal to the full replacement cost thereof; Cargo insurance, if applicable, in sufficient amounts to cover loss of or damage to product while in the custody, possession or control of Business Partner or its agents while in transit and in accordance with the risk of loss provisions under this Agreement·

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12.1.8Professional Errors and Omissions Liability Insurance with coverage for the performance or failure to perform any professional services provided by Business Partner under this Agreement and including but not limited to coverage for errors, omissions, wrongful acts, negligent acts, design defects, software bugs, defective code, infringement of copyrights and trademarks and with limns of $1,000,000 USD per claim and $1,000,000 USD in the annual aggregate;

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12 1.9Network Security and Privacy Liability Insurance including but not limited to coverage for privacy and network security liability: 1st and 3rd party liability, wrongful disclosure of data, disclosure of HIPAA protected health information: breach of security, downtime, identification theft, web hosting (if applicable), credit monitoring service and with a minimum policy limit of $1,000,000 USD each occurrence or claim and $2,000,000 USD in the annual aggregate;

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12.1.10Crime, Employee Dishonesty and Computer Fraud Insurance, with coverage for loss arising out of or in connection with any fraudulent or dishonest acts committed by the employees of Business Partner, acting alone or in collusion with others, including client's property coverage, in an amount of at least $1,000,000 USD; and, such other insurance as Business Partner may reasonably deem necessary to ensure the performance of its obligations under this Agreement.

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12.2Certificates of Insurance and Additional Named Insureds. Business Partner agrees to furnish COMPANY with certificates of insurance for all required policies of insurance. At no additional cost to COMPANY, Business Partner shall cause insurer(s) to endorse all insurance policies, except Workers Compensation and Employers Liability to i) name COMPANY Corporation, its subsidiaries and affiliates as Additional Named Insureds and ii) endorse all required insurance policies to give COMPANY Corporation, its subsidiaries and affiliates at least thirty (30) days prior written notice of any cancellation or termination in coverage prior to policy expiration. Additionally, Business Partner shall use its best efforts to provide COMPANY with 30 days advance written notice of any material changes of the required insurance coverage.

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12.3Additional Requirements Regarding Subcontractors. If any Services or any component of the Services are performed by a subcontractor of Business Partner as permitted under this Agreement, then Business Partner shall immediately prior to commencement of any performance of such Services, furnish to COMPANY either (i) a Business Partner certificate of Insurance evidencing that Business Partner's insurance policies listed in this Section 12 covers such subcontractor(s) including naming such subcontractor as an Additional Named Insured, or (ii) a subcontractor certificate of insurance evidencing that such subcontractor of Business Partner maintains the same insurance policies and limits as required of Business Partner by COMPANY per this Section 12 including but not limited to the requirement to name COMPANY Corporation, its subsidiaries and affiliates as Additional Named Insureds to all required insurance policies.

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12.4Claims-Made Policies. If any insurance policy is a "claims-made" policy, then such claims made policy must be kept in force for not less than six (6) years immediately following termination or expiration of this Agreement. Evidence of successive policy periods must be made by the annual issuance of a certificate of insurance to COMPANY Corporation, its subsidiaries and affiliates. Alternatively, Business Partner, and Business Partner's subcontractors (if applicable), shall purchase a six (6) year ''tail" policy immediately following termination or expiration of this Agreement with prior acts

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coverage, including the same or broader coverage for any claim arising from the Term of this Agreement and with a retroactive date on or prior to the Effective Date of this Agreement.

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12.5Business Partner's Policy is Primary Cover. All insurance policies afforded by Business Partner and Business Partner's subcontractors shall be primary to and not contributing with any other insurance, self-insurance or captive Insurance maintained by COMPANY Corporation, its subsidiaries and affiliates.

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12.6Subrogation Waiver. Business Partner shall cause each insurer of coverage required under this Insurance Section 12 to endorse each insurance policy to waive its subrogation rights against COMPANY Corporation, its subsidiaries and affiliates.

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12.7Separation of Insureds. Business Partner shall include a separation of insured provisions or insured vs. insured carveback for additional insureds under the Commercial General Liability, Excess and/or Umbrella Liability, Professional Errors and Omissions Liability, Business Automobile Liability insurance, Network Security and Privacy Liability policies with no cross liability or cross suits exclusions.

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12.8Satisfaction of Limits. The limits required under this contract can be satisfied through any combination of primary and umbrella/excess insurance.

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12.9No Relief from Obligations. Approval or acceptance of any of Business Partner's insurance policies by COMPANY Corporation, its subsidiaries and affiliates will not relieve Business Partner of any obligations contained herein, including Business Partner's obligations under the Indemnification Section of this Agreement, whether claims are within, outside or in excess of Business Partner's policy limits, and regardless of solvency or insolvency of the insurer(s) that issues such coverage. Such insurance will not preclude COMPANY Corporation, its subsidiaries and affiliates from taking any actions that are available to it under any provision of this Agreement or otherwise under applicable law. The failure to provide certificates or add COMPANY Corporation, its subsidiaries and affiliates as additional insureds in accordance with this Section 12 will not release Business Partner in any manner of any liability arising under this Agreement. Furthermore, in no way shall Business Partn r's liability be limited to that which is recoverable by insurance required herein.

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12.10Termination Survival. This entire Insurance Section 12 shall survive termination of this Agreement. Business Partner and/or Business Partner's subcontractors will cause all of its successors, assigns and subsequent purchasers to adhere to all insurance maintenance provisions as set forth under this Agreement. Nothing herein shall be deemed to relieve Business Partner and Business Partner's subcontractors of any liability for its acts, omissions or obligations occurring or accruing up to and including the effective date of such assign, sale or transfer. The insurance coverage requirements provided under this insurance clause of this Agreement will survive the termination of the insurance contract and this Agreement.

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12.11Adequacy of Limits and Coverage. COMPANY reserves the right to amend any insurance requirement based on its sole assessment of the adequacy of limits and coverage under this Agreement with sixty (60) days advance written notice to Business Partner.

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SECTION 13: GOVERNING LAW AND DISPUTE RESOLUTION

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13.1Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, excluding its conflicts of law rules. Any action of any kind arising out of or in any way connected with this Agreement must be commenced within one year of the date upon which the cause of action accrued.

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13.2Escalation of Dispute. Any claim arising out of or relating to this Agreement or its subject matter or any right or obligation created by this Agreement, irrespective of the legal theory or claims underlying the dispute (including tort or statutory claims) (“Dispute”) will be resolved in accordance with

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this Section. The party asserting the Dispute will give prompt Notice to the other party describing the Dispute in reasonable detail ("Dispute Notice"). Each party agrees not to commence court proceedings against the other party relating to a Dispute without first escalating the Dispute to the other party's highest level personnel as provided herein, except that the provisions of this Section will not prevent a party from commencing court proceedings seeking injunctive relief for Disputes related to Intellectual Property Rights. Promptly after receipt of the Dispute Notice. the parties will negotiate in good faith to resolve the Dispute. Either party may escalate the Dispute negotiations to higher level personnel after the time periods on page 1 by Notice to the other party.

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13.3If the Dispute has not been resolved within 40 days after receipt of the Dispute Notice, then either party, by notice to the other party, may refer the Dispute for exclusive, binding and final resolution by arbitration conducted in ▇▇▇▇▇▇ County. Georgia by JAMS in accordance with its Commercial Arbitration Rules and the United States Arbitration Act. The arbitration will be conducted by a single arbitrator, with at least five years experience in arbitrating technology-related legal disputes (a retired judge if available), selected jointly by the parties, or selected by JAMS if the parties fail to agree on an arbitrator within a reasonable period. There will be limited discovery of documents under the arbitration procedure and as reasonably determined by the arbitrator. The arbitrator will not: (a) award damages excluded by the terms of this Agreement, (b) award damages in excess of any amount. if any, limited by the terms of this Agreement. or (c) require one Party to pay another Party's costs. Fees, attorney's Fees or expenses, unless this Agreement otherwise permits a Party to recover such costs, Fees, attorney's Fees or expenses. A party may enter judgment on the award rendered by the arbitrator in any court having jurisdiction.