BUSI NESS ASSOCI ATE AGREEM ENT

This Business Associate Agreement (“ BAA” ) is entered into effective this ___
day of ______________, 2017 (“ Effective Date” ) by and between and ________________
(“ Covered Entity” or “ Entity” ) and Cur oMD, I NC., a Delaware corporation (“ CuroMD ” or
“ Business Associate” ) (each a “ Party” and collectively, the “ Parties” ).

RECI TALS

A. Entity may be a “ Covered Entity” as that term is defined under the Health
Insurance Portability and Accountability Act of 1996 (Public Law 104-91), as amended,
(“ HI PAA” ), and the regulations promulgated thereunder by the Secretary of the U.S.
Department of Health and Human Services (“ Secr etar y” ), including, without limitation, the
regulations codified at 45 C.F.R. Parts 160 and 164 (“ HI PAA Regulations” );

B. CuroMD performs Services for or on behalf of Entity, and in performing

said Services, CuroMD creates, receives, maintains, or transmits individually identifiable health
information;

C. The Parties intend to protect the privacy and provide for the security of the
individually identifiable health information Disclosed by Entity to CuroMD , or accessed,
received, created, or transmitted by CuroMD , when providing Services. Such individually
identifiable health information or Protected Health Information (“ PHI ” ) will be protected in
compliance with HIPAA, the Health Information Technology for Economic and Clinical Health
Act (Public Law 111-005) (“ the HI TECH Act” ) and its implementing regulations and guidance
issued by the Secretary, and other applicable state and federal laws, all as amended from time to
time; and

D. Covered Entities are required under HIPAA to enter into a Business

Associate Agreements (“ BAAs” ) that meet certain requirements with respect to the Use and
Disclosure of PHI, which are met by this BAA. Accordingly, to the extent required by HIPAA,
CuroMD agrees to comply with this BAA.

AGREEM ENT

In consideration of the Recitals and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

ARTI CL E I
DEFI NI TI ONS

The following terms shall have the meaning set forth below. Capitalized terms
used in this BAA and not otherwise defined shall have the meanings ascribed to them in HIPAA,
the HIPAA Regulations, or the HITECH Act, as applicable.

1.1 “ Br each” shall have the meaning given such term under 45 C.F.R. § 164.402.

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1.2 “ Designated Recor d Set” shall have the meaning given such term under 45 C.F.R. §
164.501.

1.3 “ Disclose” and “ Disclosur e” mean, with respect to PHI, the release, transfer, provision of
access to, or divulging in any other manner of PHI outside of Business Associate or to
other than members of its Workforce, as set forth in 45 C.F.R. § 160.103.

1.4 “ Electr onic PHI ” or “ e-PHI ” means PHI that is transmitted or maintained in electronic
media, as set forth in 45 C.F.R. § 160.103.

1.5 “ Pr otected Health I nfor mation” and “ PHI ” mean any information, whether oral or
recorded in any form or medium, that: (a) relates to the past, present or future physical or
mental health or condition of an individual; the provision of health care to an individual,
or the past, present or future payment for the provision of health care to an individual; (b)
identifies the individual (or for which there is a reasonable basis for believing that the
information can be used to identify the individual); and (c) shall have the meaning given
to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. § 160.103.
Protected Health Information includes e-PHI.

1.6 “ Secur ity I ncident” shall have the meaning given to such term under 45 C.F.R. §
164.304.

1.7 “ Ser vices” shall mean the services for or functions on behalf of Covered Entity
performed by Business Associate pursuant to any service agreement(s) between Covered
Entity and Business Associates which may be in effect now or from time to time
(“ Under lying Agr eement” ), or, if no such agreement is in effect, the services or
functions performed by Business Associate that constitute a Business Associate
relationship, as set forth in 45 C.F.R. § 160.103.

1.8 “ Subcontr actor ” shall have the meaning given to such term under 45 C.F.R. § 160.103.

1.9 “ Unsecur ed PHI ” shall have the meaning given to such term under 45 C.F.R. § 164.402.

1.10 “ Use” or “ Uses” mean, with respect to PHI, the sharing, employment, application,
utilization, examination or analysis of such PHI within Business Associate’ s internal
operations, as set forth in 45 C.F.R. § 160.103.

1.11 “ Wor kfor ce” shall have the meaning given to such term under 45 C.F.R. § 160.103.

ARTI CL E I I
OBL I GATI ONS OF BUSI NESS ASSOCI ATE

2.1 Permitted Uses and Disclosures of Protected Health Information. Business Associate
shall not Use or Disclose PHI other than for the purposes of performing the Services, as
permitted or required by this BAA, or as Required by Law. Business Associate shall not
Use or Disclose PHI in any manner that would constitute a violation of Subpart E of 45
C.F.R. Part 164 if so Used or Disclosed by Covered Entity. Without limiting the

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 generality of the foregoing, Business Associate is permitted to (1) Use PHI for the proper
management and administration of Business Associate; (ii) Use and Disclose PHI to carry
out the legal responsibilities of Business Associate, provided that with respect to any such
Disclosure either: (a) the Disclosure is Required by Law; or (b) Business Associate
obtains an agreement from the person to whom the PHI is to be Disclosed that such
person will hold the PHI in confidence and will not Use and further Disclose such PHI
except as Required by Law and for the purpose(s) for which it was Disclosed by Business
Associate to such person, and that such person will notify Business Associate of any
instances of which it is aware in which the confidentiality of the PHI has been breached;
(iii) Use PHI for Data Aggregation purposes in connection with the Health Care
Operations of Covered Entity; and (iv) Use PHI for purposes of de-identification of the
PHI.

2.2 Adequate Safeguards of PHI. Business Associate shall implement and maintain
appropriate safeguards and shall comply with the applicable requirements of Subpart C of
45 C.F.R. Part 164 to prevent Use or Disclosure of PHI other than as provided for by this
BAA.

2.3 Reporting Security Incidents and Non-Permitted Uses or Disclosures of PHI. Business
Associate shall notify Covered Entity of any Use or Disclosure by Business Associate or
its Subcontractors that is not specifically permitted by this BAA and each Security
Incident, including Breaches of Unsecured PHI, within five (5) business days of
becoming aware. Notwithstanding the foregoing, Business Associate and Covered Entity
acknowledge the ongoing existence and occurrence of attempted but ineffective Security
Incidents that are trivial in nature, such as pings and other broadcast service attacks, and
Covered Entity acknowledges and agrees that no additional notification to Covered Entity
of such ineffective Security Incidents is required, as long as no such incident results in
unauthorized access, Use or Disclosure of PHI. If Business Associate determines that a
Breach of Unsecured PHI has occurred, Business Associate shall provide a written report
to Covered Entity without unreasonable delay but no later than thirty (30) calendar days
after discovery of the Breach. To the extent that information is available to Business
Associate, Business Associate’ s written report to Covered Entity shall be in accordance
with 45 C.F.R. §164.410(c).

2.4 Use of Subcontractors. Business Associate shall require each of its Subcontractors that
creates, maintains, receives, or transmits PHI on behalf of Business Associate, to execute
a Business Associate Agreement that imposes on such Subcontractors substantially the
same restrictions, conditions, and requirements that apply to Business Associate under
this BAA with respect to PHI.

2.5 Access to Protected Health Information. To the extent that Business Associate maintains
a Designated Record Set on behalf of Covered Entity, Business Associate shall make the
PHI it maintains (or which is maintained by its Subcontractors) in such Designated
Record Sets available to Covered Entity for inspection and copying to enable Covered
Entity to fulfill its obligations under 45 C.F.R. § 164.524 within fifteen (15) business
days of a request by Covered Entity.

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2.6 Amendment of Protected Health Information. To the extent that Business Associate
maintains a Designated Record Set on behalf of Covered Entity, Business Associate shall
amend the PHI it maintains (or which is maintained by its Subcontractors) in Designated
Record Sets to enable the Covered Entity to fulfill its obligations under 45 C.F.R. §
164.526 within fifteen (15) business days of a request by Covered Entity.

2.7 Accounting. To the extent that Business Associate maintains a Designated Record Set on
behalf of Covered Entity, within thirty (30) days of receipt of a request from Covered
Entity or an individual for an accounting of disclosures of PHI, Business Associate and
its Subcontractors shall make available to Covered Entity the information required to
provide an accounting of disclosures to enable Covered Entity to fulfill its obligations
under 45 C.F.R. § 164.528 and 42 U.S.C. § 17935(c).

2.8 Delegated Responsibilities. To the extent that Business Associate carries out one or more
of Covered Entity’ s obligations under Subpart E of 45 C.F.R. Part 164, Business
Associate must comply with the requirements of Subpart E that apply to the Covered
Entity in the performance of such obligations.

2.9 Availability of Internal Practices, Books, and Records to Government. Business

Associate agrees to make its internal practices, books and records relating to the Use and
Disclosure of Covered Entity’ s PHI available to the Secretary for purposes of
determining Covered Entity’ s compliance with HIPAA, the HIPAA Regulations, and the
HITECH Act.

ARTI CL E I I I
OBL I GATI ONS OF COVERED ENTI TY

3.1 Covered Entity’ s Obligations.

3.2.1 Covered Entity shall notify Business Associate of any limitation(s) in the Notice
of Privacy Practices of Covered Entity under 45 C.F.R. § 164.520, to the extent
that such limitation may affect Business Associate’ s Use or Disclosure of PHI.

3.2.2 Covered Entity shall notify Business Associate of any changes in, or revocation
of, the permission by an individual to Use or Disclose his or her PHI, to the extent
that such changes may affect Business Associate’ s Use or Disclosure of PHI.

3.2.3 Covered Entity shall notify Business Associate of any restriction on the Use or
Disclosure of PHI that covered entity has agreed to or is required to abide by
under 45 C.F.R. § 164.522, to the extent that such restriction may affect Business
Associate’ s Use or Disclosure of PHI.

3.2.4 Covered Entity agrees to obtain any consent or authorization that may be required
under HIPAA or any other applicable law and/or regulation prior to furnishing
Business Associate with PHI.

4.
 3.2.5 Covered Entity shall not request Business Associate to make any Use or
Disclosure of PHI that would not be permitted under HIPAA if made by Covered
Entity.

3.2.6 Covered Entity agrees to fulfill its obligations under this BAA in a timely manner.

ARTI CL E I V
TERM AND TERM INATI ON

4.1 Term. The term of this BAA shall be effective as of the Effective Date and shall
terminate as of the date that all of the PHI provided by Covered Entity to Business
Associate, or created or received by Business Associate on behalf of Covered Entity, is
destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy the PHI,
protections are extended to such information.

4.2 Termination for Cause. Upon Covered Entity’ s or Business Associate’ s knowledge of a
material breach or violation of this BAA by the other Party, the non-breaching Party shall
either:

A. Notify breaching Party of the breach in writing, and provide an opportunity

for breaching Party to cure the breach or end the violation within thirty (30) business days of such
notification; provided that if breaching Party fails to cure the breach or end the violation within
such time period to the satisfaction of non-breaching Party, non-breaching Party may immediately
terminate this BAA upon written notice to Business Associate; or

B. Upon thirty (30) business days written notice to Business Associate,

immediately terminate this BAA if Covered Entity determines that such breach cannot be cured.

4.3 Disposition of Protected Health Information Upon Termination or Expiration.

A. Upon termination or expiration of this BAA, Business Associate shall

either return or destroy all PHI received from, or created or received by Business Associate on
behalf of Covered Entity, that Business Associate still maintains in any form and retain no copies
of such PHI.

B. If return or destruction is not feasible, Business Associate shall continue to

extend the protections of this BAA to the PHI for as long as Business Associate retains the PHI
and limit further Uses and Disclosures of such PHI to those purposes that make the return or
destruction of the PHI infeasible.

ARTI CL E V
M I SCEL L ANEOUS

5.1 Relationship to Underlying Agreement Provisions. In the event that a provision of this
BAA is contrary to a provision of an Underlying Agreement, the provision of this BAA
shall control. Otherwise, this BAA shall be construed under, and in accordance with, the

5
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 terms of such Underlying Agreement, and shall be considered an amendment of and
supplement to such Underlying Agreement, subject to Section 5.2 below.

5.2 Notices. Any notices required or permitted to be given hereunder by either Party to the
other shall be given in writing: (1) by personal delivery; (2) by electronic mail or
facsimile with confirmation sent by United States first class registered or certified mail,
postage prepaid, return receipt requested; (3) by bonded courier or by a nationally
recognized overnight delivery service; or (4) by United States first class registered or
certified mail, postage prepaid, return receipt, in each case, if addressed to CuroMD to:
135 Weston Road, Suite 202, Weston, Florida 33326 and if to Covered Entity, to the
address it provides to Provider. Notices shall be deemed received on the earliest of
personal delivery; upon delivery by electronic facsimile with confirmation from the
transmitting machine that the transmission was completed; twenty-four (24) hours
following deposit with a bonded courier or overnight delivery service; or seventy-two
(72) hours following deposit in the U.S. mail as required herein.

5.2 No Third-Party Beneficiaries. Nothing expressed or implied in this BAA or the

Underlying Agreement is intended to confer, nor will it confer, upon any person any
rights, remedies, obligations or liabilities other than those explicitly detailed in this BAA
or in the Underlying Agreement.

5.3 Relationship of Parties. Notwithstanding anything to the contrary in any Underlying

Agreement, Business Associate is an independent contractor and not an agent of Covered
Entity under this BAA. Business Associate has the sole right and obligation to supervise,
manage, contract, direct, procure, perform or cause to be performed all Business
Associate obligations under this BAA.

5.4 Amendment. To the extent applicable, amendments or modification to HIPAA or the

HITECH Act may require amendments to certain provisions of this BAA. Amendments
shall only be effective if executed in writing and signed by a duly authorized
representative of each party.

5.5 Interpretation. To the extent that the terms of this BAA are not clear in satisfying the
parties’ intention to comply with the applicable requirements of HIPAA, the HIPAA
Regulations, and the HITECH Act, these BAA terms shall be construed so as to allow for
compliance by both parties with the applicable requirements of HIPAA, the HIPAA
Regulations, and the HITECH Act.

The Parties hereto have executed this BAA as of the Effective Date.

6.
 For COVERED ENTI TY: For CUROM D, I NC.:

By: By:
Print Name: Print Name:
Title: Title:
Dated: Dated:

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SOFTWARELICENSEAGREEMENT

This Software License (“ Agr eement” ) is entered into and 4. Compliance. Each party agrees to comply with all
effective as of the last signature date below (“ Effective Date” ) by applicable federal, state and local laws in performing its
and between (“ Customer ” ) and CuroMD, INC. (“ Cur oM D” ). obligations hereunder, and Customer agrees that Customer is
solely responsible for ensuring compliance with all Customer
1. Softwar e L icense. Subject to the terms and conditions of Content and Customer’s business practices, which include, but
this Agreement, CuroMD hereby grants to Customer a are not limited to, the federal and state anti-kickback and self-
nonexclusive, nontransferable, license to access and use the referral laws and regulations at all times during the term of this
CuroMD practice management software (the “ Software” ) solel y Agreement. The parties acknowledge that although CuroMD is
for Customer’s internal purposes during the term of the license. obligated to provide the Software as specified in this Agreement,
All medical and designated administrative staff issued user rights there is no obligation of CuroMD to refer patients to Customer
for services in office will fall under the software license of the or any affiliate of Customer, and there is no obligation of
practice. Customer to refer patients to any person or business entity.
Notwithstanding the unanticipated effect of any of the provisions
2. No Pr ovision of M edical Advice or Ser vices. CuroMD
herein, the parties intend to comply with 42 U.S.C. § 1320a-
does not provide any medical advice, legal advice, or 7b(b) (commonly known as the Anti-Kickback Statute), 42
representations in any way regarding any legal or medical issues U.S.C. § 1395nn (commonly known as the Stark Law) and any
associated with Customer, goods or services offered by the
other federal or state law provision governing fraud and abuse or
Customer, including, but not limited to, any compliance
self-referrals, as such provisions may be amended from time to
obligations or steps necessary to comply with any state or federal
time. This Agreement will be construed in a manner consistent
laws and regulations. Customer should seek legal counsel
with compliance with such statutes and regulations, and the
regarding any legal and compliance issues, and should not rel y
parties hereto agree to take such actions necessary to construe
on any materials or content associated with the Services in and administer this Agreement accordingly. The parties hereto
determining Customer’ s compliance obligations under law. represent, covenant and agree that the compensation due to
Customer and CuroMD agree that CuroMD is not providing, to
CuroMD under this Agreement has been determined through
Customer or anyone else, medical advice or legal advice.
good faith and arm’ s length bargaining to be commerciall y
3. M edical Judgment and I ndemnification. Customer reasonable. The sole purpose of the payments to CuroMD
will use the Software only in accordance with applicable hereunder is to pay fair market value for the Software provided
standards of good medical practice. While software products by CuroMD to Customer hereunder. The Software provides
such as the Software can facilitate and improve the quality of practice management solutions for Customer, and does not
service that Customer and its personnel offer to patients, many involve any provision of any services by CuroMD to any patient,
factors, including the provider/patient relationship can affect a customer or client of Customer. No amount paid hereunder is
patient outcome, and with intricate and interdependent intended to be, nor shall be construed as, an inducement or
technologies and complex decision-making it is often difficult or payment for referral of, or recommending referral of, patients by
impossible to accurately determine what the factors were and in CuroMD (or its employees and agents) to Customer (or its
what proportion they affected an outcome. Customer shall be employees or agents) or by Customer (or its employees and
solely responsible for its use of the Software, and the provision agents) to CuroMD (or its employees and agents). In addition,
of services to Customer’ s patients. In this regard, Customer fees charged hereunder do not include any discount, rebate,
releases CuroMD and waives any and all potential claims against kickback, or other reduction in charge. This Agreement shall be
CuroMD as a result of Customer’ s use of the Software, and the interpreted and construed at all times in a manner consistent with
provision of services to Customer’s patients. As a result of the applicable laws and regulations governing the financial
complexities and uncertainties inherent in the patient care relationships among individuals and entities that provide or
process, Customer agrees to defend, indemnify and hold arrange for the provision of items or services that are
CuroMD harmless from any claim by or on behalf of any patient reimbursable by governmental health care programs or other
of Customer or its personnel, or by or on behalf of any other third party payors.
third party or person claiming damage by virtue of a familial or 5. No r efer r als. The parties acknowledge that none of the
financial relationship with such a patient, which is brought benefits granted hereunder, and neither the Software nor the
against CuroMD, regardless of the cause if such claim arises for compensation due to CuroMD pursuant to the Agreement, are
any reason whatsoever, out of the use or operation of the conditioned on any requirement that either party make referrals
Software. To the extent applicable, Customer will obtain to, be in a position to make or influence referrals to, or otherwise
CuroMD’ s prior written consent to any settlement or judgment in generate business for the other party. Customer shall be solel y
which Customer agrees to any finding of fault of CuroMD or responsible for any and all billing, coding and collections
defect in the Software. CuroMD will promptly notify Customer associated with the services Customer provides its patients,
in writing of any claim subject to this indemnification, promptl y including the determination of whether or not such services are
provide Customer with the information reasonably required for covered by health plans, governmental agencies, third party
the defense of the same, and grant to Customer exclusive control payers or other financially-responsible parties. In no event shall
over its defense and settlement.

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SOFTWARELICENSEAGREEMENT

CuroMD be responsible for Customer’ s billing or billing Majeure). In the event the Software are not available for use,
practices. CuroMD shall use commercially reasonable efforts to correct the
interruption as promptly as practicable. In the event CuroMD is
6. Tr ial Per iod. Customer will have a period of thirty (30)
unable to correct the availability of the Software, Customer may
days from the Effective Date to evaluate the Software (the
terminate this Agreement and receive a prorated refund of any
“ Tr ial Per iod” ). During the Trial, all terms and conditions of
pre-paid, unused recurring fees. Such refund shall constitute
this Agreement will apply, except that (i) no fees will be due
Customer’ s sole and exclusive remedy and CuroMD’s sole and
from the Customer; and (ii) the Software will be provided
exclusive liability for failure to make the Software available for
without warranties or indemnities of any kind, entirely on an “ as-
use.
is” basis (e.g., the provisions of Sections 9 (Availability), 15
(Support and Maintenance), and 18.2 (CuroMD Warranty) will 10. Connectivity. Customer and its Users are solely
not apply). At any time prior to the end of the Trial Period, responsible for all telecommunication or Internet connections
Customer may terminate this Agreement on written notice to required to access the Software, and pay for all
CuroMD. In the event notice of termination is not received prior telecommunications costs, fees and services required for
to expiration of the Trial Period, Customer’s payment obligation Customer’ s and User access to the Software.
will commence and all other provisions of this Agreement will
11. Pr opr ietar y Rights. Customer acknowledges and agrees
apply.
that (i) the Software is protected by intellectual property rights,
7. Ter m. The term of this Agreement will begin on the as applicable, of CuroMD and its vendors/licensors and that
Effective Date (and include the Trial Period) and will continue Customer has no right to transfer or reproduce the Software, in
thereafter unless either party gives notice to the other of its intent whole or in part, or prepare any derivative works with respect to,
terminate this Agreement in accordance with Section 22.1 or disclose confidential information pertaining to any Software
(Termination) (“ Ter m.” ) or any part of them, and (ii) that CuroMD owns all right, title,
and interest in and to the Software, including any changes or
8. Restr ictions. Customer and its engaged physicians and
modifications made to the Software, together with all ideas,
other healthcare professionals, and their employees (collectively,
architecture, algorithms, models, processes, techniques, user
the “ User s” ) may only use the Software for the Customer’ s
interfaces, database design and architecture, and “ know-how”
internal business purposes. Customer is responsible for ensuring
embodying the Software. Under no circumstances will Customer
its Users comply with all relevant terms of this Agreement and
be deemed to receive title to any portion of the Software, title to
any failure to comply will constitute a breach by Customer.
which at all times will vest exclusively in CuroMD. Customer
Except as expressly authorized by this Agreement, Customer
will not use any confidential information disclosed by CuroMD
will not, and will not allow any User or other third party: (i) to
to Customer to contest the validity of any intellectual property
permit any third party to access or use the Software other than an
rights of CuroMD or its licensors. Any such use of CuroMD’ s
User, (ii) to decompile, disassemble, reverse engineer, or
confidential information and data will constitute a material, non-
otherwise attempt to derive the trade secrets embodied in the
curable breach of this Agreement.
Software, (iii) to use the Software or any CuroMD confidential
information to develop a competing product or service, (iv) to 12. Customer Content. Customer grants CuroMD a non-
use the Software in violation of any export control laws or exclusive, world-wide, royalty-free license to use the data and
regulations administered by the U.S. Commerce Department or other information input by Customer into the Software (the
any other government agency, (v) to remove any copyright, “ Customer Content” ) for purposes of performing this
trademark, proprietary rights, disclaimer, or warning notice Agreement, as directed or instructed by Customer and its Users
included on or embedded in any part of the Software, including (e.g., in the context of support requests) CuroMD policies,
any screen displays, etc., or any other products or materials and/or applicable law. Customer will be responsible for
provided by CuroMD hereunder, (vi) to use the Software in a obtaining all rights, permissions, and authorizations to with
manner that violates privacy rights or that constitutes respect to the Customer Content for use as contemplated under
infringement of the intellectual property or other proprietary this Agreement. Except for the license granted in this Section,
rights, (vii) to use the Software for any fraudulent or illegal nothing contained in this Agreement will be construed as
purposes, and/or (v) to use the Software in manner that violates granting CuroMD any right, title, or interest in the Customer
CuroMD policies, applicable laws, ordinances or regulations. Content. Customer shall retain a copy of Customer Content
Under no circumstances will CuroMD be liable or responsible outside the Software. Customer shall comply with all intellectual
for any use, or any results obtained by the use, of the Software in property and privacy laws related to the Customer Content and
conjunction with any services, software, or hardware that are not legal duties applicable to Customer as a data controller by virtue
provided by CuroMD. All such use will be at Customer’ s sole of Customer submitting Customer Content to or storing
risk and liability. Customer Content within the Software. Specifically, Customer
shall provide the relevant patients and other individuals with all
9. Availability. The Software shall be available for access
information or notices Customer is required by applicable
and use by Customer at all times, except during pre-scheduled
privacy and data protection law to provide and, if necessary,
maintenance or in accordance with Section 23.3 (Force

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SOFTWARELICENSEAGREEMENT

obtain the consent of or provide choices to such individuals as CuroMD harmless from any sales, use, transfer, privilege, tariffs,
required by such laws. CuroMD and Customer shall appl y excise, and all other taxes and all duties, whether international,
reasonable technical, organizational and administrative security national, state, or local, however designated, which are levied or
measures to keep Customer Content protected in accordance imposed by reason of the performance of the Software under this
with industry standards. Customer is solely responsible for its Agreement; excluding, however, income taxes on profits which
configuration of the Software and the configuration, operation, may be levied against CuroMD.
performance and security of its equipment, networks and other
17. Customer Obligations. Customer will perform its
computing resources, including its gateways or other devices and
obligations in accordance with the requirements of this
networks used to connect to the Software. This Section states
Agreement in a commercially reasonable manner. Customer’ s
CuroMD’ s exclusive obligations with respect to Customer
failure to perform its obligations may adversely affect
Content.
CuroMD’ s ability to meet its performance obligations and the
13. Aggr egated Data. Customer grants CuroMD a non- parties agree that if Customer fails to perform its material
exclusive, perpetual, irrevocable, fully-paid-up, royalty free obligations, CuroMD will promptly notify Customer of the
license to use, copy, distribute, and otherwise exploit statistical failure and the reasonably anticipated consequences of the
and other aggregated data derived from Customer’ s use of failure, and the parties will negotiate in good faith to arrive at an
Software (the “ Aggr egated Data” ) for CuroMD’ s business equitable adjustment to the terms of this Agreement to
purposes, including the provision of products and services to compensate CuroMD for any additional effort and costs directl y
CuroMD’ s customers. Aggregated Data does not include caused by Customer’s delay or failure to perform. Further,
information identifying Customer or any identifiable individual. Customer’ s failure to perform certain tasks may prevent or
The Aggregated Data will not be considered Customer’ s disrupt Customer from having access to Software. Customer is
confidential information. responsible for preserving and making adequate backups of its
data.
14. Feedback. Customer may provide suggestions,
comments or other feedback (collectively, “ Feedback” ) to 18. War r anties.
CuroMD with respect to its products and services, including the
1.1. Customer Warranty. Customer represents and warrants
Software. Feedback is voluntary. CuroMD may use Feedback for
that (a) it has full power, capacity, and authority to enter into this
any purpose without obligation of any kind. To the extent a
Agreement and to grant the license set forth in Section 12
license is required under Customer’s intellectual property rights
(Customer Content); (b) any Customer Content provided by
to make use of the Feedback, Customer grants CuroMD an
Customer for use in connection with the Software does not and
irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free
will not infringe the intellectual property, publicity, or privacy
license to use the Feedback in connection with CuroMD’ s
rights of any person and is not defamatory, obscene, or in
business, including the enhancement of the Software.
violation of applicable foreign, federal, state and local laws,
15. Suppor t and M aintenance. CuroMD will provide rules and regulations (including but not limited to applicable
Customer with up to 3 hours of support per week. Support policies and laws related to spamming, privacy, and consumer
includes reasonable telephone assistance for Customer’ s protection) (collectively, “ Applicable L aw” ); (c) its use of the
technical support contact with setting up new user accounts, Software will be in compliance with all Applicable Law; and (d)
demonstrations, training, and technical support. CuroMD’ s neither Customer nor any Users shall make any representations
telephone support is available Monday through Friday, 9 a.m. to with respect to CuroMD, the Software or this Agreement
5 p.m. EST, except for state and federal holidays. In addition, (including, without limitation, that CuroMD is a warrantor or co-
CuroMD will use commercially reasonable efforts to correct any seller or provider of any of Customer’s products and/or
deficiencies in the Software as reported by Customer. Additional services).
support may be available in CuroMD’s sole discretion, and may
1.2. CuroMD Warranty. During the Term, CuroMD
be subject to additional fees.
represents and warrants the Software will substantially compl y
16. Fees. with the specifications, if any, and as otherwise described in the
then current documentation made generally available by
1.1. Payment of Invoices. Customer will pay CuroMD the
CuroMD to its customers regarding the Software. In the event of
fees as agreed to by the parties. Customer will pay all invoices
a breach of the warranty, CuroMD’s sole and exclusive liability
within thirty (30) days of invoice date. Payments not made
and Customer’ s sole and exclusive remedy will be to provide
within that time period will be subject to late charges equal to
restored or replacement Software which conforms to this
the lesser of (a) one and one-half percent (1.5%) per month of
warranty.
the overdue amount or (b) the maximum amount permitted under
applicable law. On notice of not less than ninety (90) days, 1.3. Disclaimer of Warranties. EXCEPT AS PROVIDED IN
CuroMD may, at its discretion, adjust any or all fees. SECTION 18.2, THE SOFTWARE IS PROVIDED “ AS IS”
AND “ AS-AVAILABLE,” WITH ALL FAULTS, AND
1.2. Taxes. In addition to any other payments due under this
WITHOUT WARRANTIES OF ANY KIND. CUROMD AND
Agreement, Customer agrees to pay, indemnify and hold

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SOFTWARELICENSEAGREEMENT
ITS VENDORS AND LICENSORS DISCLAIM ALL OTHER
WARRANTIES, EXPRESS AND IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, QUIET ENJOYMENT, QUALITY OF
INFORMATION, TITLE, AND NON-INFRINGEMENT. NO
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY CUROMD OR ITS AUTHORIZED REPRESENTATIVES
WILL CREATE A WARRANTY OR IN ANY WAY
INCREASE THE SCOPE OF CUROMD’S OBLIGATIONS
HEREUNDER. THE SOFTWARE MAY BE USED TO
ACCESS AND TRANSFER INFORMATION OVER THE
INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES
THAT CUROMD AND ITS VENDORS AND LICENSORS
DO NOT OPERATE OR CONTROL THE INTERNET AND
THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR
OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II)
UNAUTHORIZED USERS (E.G., HACKERS) MAY
ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE
CUSTOMER’S DATA, WEBSITES, COMPUTERS, OR
NETWORKS. CUROMD WILL NOT BE RESPONSIBLE FOR
SUCH ACTIVITIES.
19. I ndemnity. Customer will defend and indemnify
CuroMD and hold it harmless from any and all claims, losses,
deficiencies, damages, liabilities, costs, and expenses (including
but not limited to reasonable attorneys’ fees) incurred by
CuroMD as a result of any claim by a third party arising from or
related to any (i) Customer breach of this Agreement, (ii)
Customer’ s use of the Software in breach of this Agreement, or
(iii) Customer Content.
20. Confidentiality. The parties’ performance under this
Agreement shall be subject to the provisions of the Non-
Disclosure Agreement signed by the parties.
21. L imitation of L iability and Damages. NEITHER
CUROMD NOR ITS VENDORS AND LICENSORS WILL
HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD
PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS,
DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR
SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY
AND PUNITIVE, OF ANY KIND OR NATURE RESULTING
FROM OR ARISING OUT OF THIS AGREEMENT,
INCLUDING USE OF OR INABILITY TO USE THE
SOFTWARE. THE TOTAL LIABILITY OF CUROMD AND
ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY
THIRD PARTY ARISING OUT OF THIS AGREEMENT OR
USE OF THE SOFTWARE IN CONNECTION WITH ANY
CLAIM OR TYPE OF DAMAGE (WHETHER IN
CONTRACT OR TORT, INCLUDING NEGLIGENCE) WILL
NOT EXCEED THE TOTAL FEES PAID HEREUNDER BY
CUSTOMER DURING THE THREE (3) MONTHS
IMMEDIATELY PRECEDING THE EVENT GIVING RISE
TO THE LIABILITY. THIS LIMITATION OF LIABILITY
WILL APPLY EVEN IF THE EXPRESS WARRANTIES SET
FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.
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22. Ter mination.
1.1. Termination. Either party may terminate this Agreement,
with or without cause, upon thirty (30) days prior written notice.
Termination of this Agreement shall not automatically result in
termination of any other written agreement between the parties.
1.2. Suspension of Software. CuroMD may, in its sole
discretion, immediately suspend Customer’ s access to the
Software for any of the following reasons (a) to prevent damages
or risk to, or degradation of, the Software; (b) to comply with
any law, regulation, court order, or other governmental request;
(c) to otherwise protect CuroMD from potential legal liability; or
(d) in the event an invoice remains unpaid for more than thirty
(30) days from the invoice date. CuroMD will use reasonable
efforts to provide Customer with notice prior to or promptl y
following any suspension of the Software. CuroMD will
promptly restore access to the Software as soon as the event
giving rise to suspension has been resolved. This Section will not
be construed as imposing any obligation or duty on CuroMD to
monitor use of the Software.
1.3. Effect of Termination. Upon termination of this
Agreement for any reason: (a) Customer’ s and all User’ s access
to and use of the Software will cease as of the effective date of
termination; (b) Customer will pay to CuroMD all undisputed
sums due to CuroMD for Software and authorized expenses
incurred through the effective date of such expiration or
termination (prorated as appropriate); and (c) CuroMD, at
CuroMD’ s standard time and materials rates, and Customer will
cooperate to take reasonable steps to assist Customer in making
an orderly transmission of the Customer Content back to
Customer or its designees. Further, the parties will cooperate in
the continued safeguarding or return of all confidential
information and other related documents in accordance with the
parties’ respective obligations under this Agreement.
23. Gener al Pr ovisions.
1.1. Affiliates, Subcontractors and Vendors. The rights and
obligations of CuroMD may be, in whole or in part, exercised or
fulfilled by the foregoing entities. CuroMD shall ensure such
entities comply with all relevant terms of this Agreement and
any failure to do so shall constitute a breach by CuroMD.
1.2. Publicity. CuroMD may identify Customer as a customer
in its customer listings, Web sites, and other promotional
materials. In addition, CuroMD may issue a press release
regarding the parties’ relationship under this Agreement.
1.3. Force Majeure. Except for the payment of money as
described in Section 16 (Fees) of this Agreement, neither party
will be liable for any failure or delay in performance under this
Agreement which is due to any event beyond the reasonable
control of such party, including without limitation, fire,
explosion, unavailability of utilities or raw materials, Internet
delays and failures, telecommunications failures, unavailability
of components, labor difficulties, war, riot, act of God, export
control regulation, laws, judgments or government instructions.
SOFTWARELICENSEAGREEMENT

1.4. Entire Agreement; Amendment. This Agreement sets Rights), 18.3 (Disclaimer of Warranties), 19 (Indemnity), 20
forth the entire agreement between the parties with regard to the (Confidentiality), 21 (Limitation of Liability and Damages), 22
subject matter hereof. No other agreements, representations, or (Termination), and 23 (General Provisions).
warranties have been made by either party to the other with
1.13. Notices. Any written notice or demand required by this
respect to the subject matter of this Agreement, except as
Agreement will be sent by registered or certified mail (return
referenced herein.
receipt requested), personal delivery, overnight commercial
1.5. Governing Law, Venue, and Limitation of Actions. This carrier, or other guaranteed delivery to the other party at the
Agreement will be construed according to, and the rights of the address set forth herein. The notice will be effective as of the
parties will be governed by, the law of the State of Florida, date of delivery if the notice is sent by personal delivery,
without reference to its conflict of laws rules. Exclusive venue overnight commercial courier or other guaranteed delivery, as of
and jurisdiction with respect to any dispute, controversy, or five (5) days after the date of posting if the notice is transmitted
claim arising under or related to this Agreement, whether by registered or certified mail. Any party may change the
directly or indirectly, shall be in those state and federal courts address at which it receives notices by giving written notice to
located in Hillsborough County, Florida. the other party in the manner prescribed by this Section.
1.6. Compliance with Laws. Both parties agree to comply
with all applicable local, state, national and foreign laws, rules,
and regulations, including, but not limited to, all applicable data
protection, privacy, anti-spam, export and import laws and
regulations, in connection with their performance, access and/or
use of the Software under this Agreement. CuroMD does not
guarantee the Software is appropriate and/or available for use in
any particular context or location and Customer is responsible
for compliance with local laws to the extent applicable. CuroMD
reserves the right to modify the Software for any reason, without
notice and without liability to Customer or any User, to compl y
with applicable law.
1.7. No Third Party Beneficiaries. There are no third party
beneficiaries to this Agreement.
1.8. Relationship of the Parties. The parties agree that
CuroMD will perform its duties under this Agreement as an
independent contractor. Nothing contained in this Agreement
will be deemed to establish a partnership, joint venture,
association, or employment relationship between the parties.
Personnel employed or retained by CuroMD who perform duties
related to this Agreement will remain under the supervision,
management, and control of CuroMD.
1.9. Assignment. Customer may not assign this Agreement
without the prior written consent of CuroMD, which shall not be
unreasonably withheld.
1.10. Severability. If any of the provisions of this Agreement
are found or deemed by a court to be invalid or unenforceable,
they will be severable from the remainder of this Agreement and
will not cause the invalidity or unenforceability of the remainder
of this Agreement.
1.11. Waiver. Neither party will by mere lapse of time without
giving notice or taking other action hereunder be deemed to have
waived any breach by the other party of any of the provisions of
this Agreement. Further, the waiver by either party of a
particular breach of this Agreement by the other party will not be
construed as, or constitute, a continuing waiver of such breach.
1.12. Survival. The following provisions will survive
termination or expiration of this Agreement: 11 (Proprietary

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Cur oM D, I NC. Client:

By: By:
Name: Name:
Title: Title:
Date: Date:
Address:
Address:

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