EMSYSTEMS LLC SOFTWARE USE AGREEMENT This Software Use Agreement (the “Agreement”) is, effective as of the ____ day of March, 2020 (the "Effective Date"), by and between Aspirus, Inc. (hereinafter referred to as “Client”), a Wisconsin 501(c)(3) non-profit corporation, having its principal place of business 2200 Westwood Drive, Wausua, Wisconsin 54401, and EMSYSTEMS LLC ("EMSYSTEMS"), a Delaware limited liability company with its principal business location located at 235 Peachtree Street NE, Suite 2300, Atlanta, Georgia 30303. Each a (“Party”) and collectively the (“Parties”). The following Schedules are attached and incorporated to this Agreement hereto: 1. Schedule 1 – Definitions 2. Schedule 2 – Software and Fees; Payment Schedule 3. Schedule 3 – Statement of Work RECITALS A. EMSYSTEMS is a provider of managed resource management, mass communication, patient tracking, and credentialing solutions that enhance emergency preparedness and response to medical emergencies, mass casualty events and public health incidents. B. EMSYSTEMS desires to provide to Client and its Authorized Users, and Client desires, on behalf of itself and its Authorized Users, to obtain from EMSYSTEMS, remote access to certain EMSYSTEMS provided solutions and services, in accordance with the terms and conditions of this Agreement. AGREEMENTS In consideration of the Recitals and agreements that follow, the Parties agree as follows: 1. Definitions. Unless defined elsewhere in this Agreement, capitalized terms used in this Agreement will have the meanings set forth in Schedule 1. 2. System Access and Services. (a) System Access. Subject to the terms and conditions of this Agreement and Client’s timely payment of all Fees due hereunder, EMSYSTEMS hereby grants to Client a limited, non exclusive, non transferable right to Use the System and Software, without any right to sublicense, and to permit Authorized Users to Use the System, during the Term. (b) User Equipment. Client shall obtain, operate, support and maintain all User Equipment, at its sole expense. (c) Services. EMSYSTEMS will provide Client with access to and use of the System and will perform any Implementation Services and Training Services as may be set forth on Schedule 2 and Schedule 3, if applicable. EMSYSTEMS shall perform such other services and provide such other modules as the Parties may mutually agree in writing by executing a revised or amended Schedule 2 and Schedule 3 specifying the services, modules and all applicable Fees. (d) Authorized Users. Client may permit Authorized Users to Use the System only to the extent necessary to coordinate emergency services and health information in the .> . Client shall at all times be responsible for the Authorized Users’ compliance with this Agreement, and any breach by an Authorized User of any provision of this Agreement shall be deemed to be a breach by Client. Without limiting any other right or remedy available to EMSYSTEMS, EMSYSTEMS shall have the right at any time, with or without prior notice, to suspend or terminate access to the System by any Authorized User that violates any provision of this Agreement. (e) Internet Access. Client shall be responsible for providing its own Internet access necessary to access and Use the System, and in no event shall Client be provided with direct access (by modem or otherwise) to the System server, other than access that is available to third parties generally through the Internet. The parties acknowledge that, since the Internet is neither owned nor controlled by any one entity, EMSYSTEMS makes no guarantee that any given user will be able to access the System at any given time. There are no assurances that access will be available at all times and uninterrupted, and EMSYSTEMS shall not be liable to Client for its inability to access the System 3. Acceptance Criteria; Initial Acceptance Testing. If Schedule 2 expressly specifies that the System will be subject to “Acceptance Testing,” then the following provisions of this Section 3 shall apply to such Schedule 2 Software licenses: (a) Acceptance Criteria. The acceptance criteria are terms for acceptance of the System designed and mutually agreed upon between the Parties in the Implementation Services (the “Acceptance Criteria”). (b) Acceptance Testing. During the Acceptance Period, Client and EMSYSTEMS will, using Client supplied data, jointly test the System to determine whether the System complies with the Acceptance Criteria. (i) If, during the Acceptance Period, Client determines that the System complies with the Acceptance Criteria, Client shall provide written notice to EMSYSTEMS stating the System complies with the Acceptance Criteria and Client has Accepted the System. (ii) If, during the Acceptance Period, Client reasonably determines that the System fails to substantially comply with the Acceptance Criteria, then Client shall so notify EMSYSTEMS by written notice prior to the end of the Acceptance Period. Such written notice shall: (A) specify the deficiencies in detail; and (B) which deliverables of the System did not meet the Acceptance Criteria. Upon receipt of such notice from Client, EMSYSTEMS will have sixty (60) days to make the necessary modifications to the System to comply with the Acceptance Criteria and EMSYSTEMS will provide written notice to Client when the System is ready to be reevaluated. Client shall then have ten (10) days from the date of receipt of such notice to test and reevaluate the System and to remit an acceptance notice or deficiency notice to EMSYSTEMS as specified above. Unless the Parties mutually otherwise agree, in the event Client notifies EMSYSTEMS during the reevaluation period that the modified System fails to substantially comply with the Acceptance Criteria, then this reevaluation process whereby EMSYSTEMS modifies the System and provides written notice to Client that the System is ready to be reevaluated shall be repeated up to three times. If the System does not meet the Acceptance Criteria after three (3) reevaluations, then Client shall have the right to terminate the Agreement by providing written notice to EMSYSTEMS (subject to the provisions and limitations set forth in Section 3(b)(iii)). Client shall be responsible for all payments due to EMSYSTEMS as described on Schedule 2, except for any individual deliverable(s) that does not meet the Acceptance Criteria (subject to the provisions and limitations set forth in Section 3(b)(iii)). (iii) If (A) Client fails to give EMSYSTEMS written notice of any deficiencies during the times provided above in this Section 3(b) for any reason; or (B) Client or any Authorized User Uses the System in a live or production environment, then Client shall be deemed to have Accepted the System. Upon acceptance (“Acceptance”) by the Client, whether by affirmative acceptance or by its failure to provide written notice that the System does not meet Acceptance Criteria during the above time frames, Client shall become responsible for all payments due to EMSYSTEMS as described on Schedule 2. 4. Fees; Payments. (a) Fees. As consideration for Use of the System and the services provided by EMSYSTEMS under this Agreement, Client shall pay to EMSYSTEMS, and EMSYSTEMS shall provide an invoice to Client, for all Fees as set forth on Schedule 2. Client shall pay each invoice within 30 days of the date of such invoice. (b) Adjustment. After the Initial Term, EMSYSTEMS may increase the amount of any Fees upon no less than 90 days' prior written notice to Client. (c) Expenses. Client will pay or reimburse EMSYSTEMS for reasonable out of pocket costs and expenses (including, without limitation, travel and lodging expenses) incurred by EMSYSTEMS and approved in advance by Client. (d) Taxes. Client shall pay all federal, state, local or other taxes or assessments (exclusive of any taxes based on the net income of EMSYSTEMS) levied or assessed in connection with the transactions contemplated by this Agreement. (e) Overdue Payments. If Client fails to pay to EMSYSTEMS any Fees as and when such Fees are due: (i) Client will pay interest on any such Fees at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable Law from the date such Fees are due; (ii) EMSYSTEMS may suspend all Use of the System and the performance of any other services which EMSYSTEMS is then performing for Client; and (iii) EMSYSTEMS may terminate this Agreement as set forth in Section 10. Client shall also reimburse EMSYSTEMS for all costs and expenses incurred by EMSYSTEMS, including, without limitation, reasonable attorney's fees, in collecting any amounts due EMSYSTEMS. 5. Client Responsibilities. (a) Generally. During the Term, Client shall: (i) obtain and maintain its User Equipment; (ii) require its Authorized Users to use a password to access the System that is at least eight (8) characters in length, and contain three (3) of four (4) of the following characteristics: lowercase letter, uppercase letter, special character or a number; (iii) ensure the security and proper use of all user login names and passwords, including, without limitation, by changing passwords on a regular basis, no sharing login credentials, and otherwise comply with all security measures required by EMSYSTEMS; (iv) designate a single Contact Person to work with EMSYSTEMS to implement and maintain its Use of the System; (v) ensure that no virus is introduced into the System and that no disruption to the System occurs due to any action or failure to act on the part of Client or any Authorized User; (vi) providing security software, including without limitation, firewalls and similar applications, to prevent unauthorized access to its computer systems, including malware prevention software the User Equipment; (vii) A high-speed Internet connection is required for proper transmission of the Software. Client is responsible for procuring and maintaining the network connections that connect Client’s network to the Software, including, but not limited to, "browser" software that supports protocols used by EMSYSTEMS, including Secure Socket Layer (SSL) protocol or other protocols accepted by EMSYSTEMS, and to follow procedures for accessing services that support such protocols. EMSYSTEMS is not responsible for notifying Client or its Authorized User of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Client Data, transmitted across computer networks or telecommunications facilities (including, but not limited to, the Internet) which are not owned, operated, or controlled by EMSYSTEMS. EMSYSTEMS assumes no responsibility for the reliability or performance of any connections as described in this subsection; (viii) Client agrees not to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Software available to any third party, other than Authorized Users in furtherance of Client’s internal business purposes as expressly permitted by this Agreement; (b) use the Software to process data on behalf of any third party other than Authorized Users; (c) modify, adapt, or hack the Software, or otherwise attempt to gain unauthorized access to the Software or related systems or networks; (d) falsely imply any sponsorship or association with EMSYSTEMS, (e) use the Software in any unlawful manner, including but not limited to violation of any person's privacy rights; (f) use the Software to send unsolicited or unauthorized junk mail, spam, pyramid schemes, or other forms of duplicative or unsolicited messages; (g) use the Software to store or transmit files, materials, data, text, audio, video, images, or other content that infringes on any person's intellectual property rights; (h) use the Software in any manner that interferes with or disrupts the integrity or performance of the Software and its components; (i) attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of any software making up the Software; (j) use the Software to knowingly post, transmit, upload, link to, send, or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Software to store or transmit any "protected health information" as that term is defined in 45 C.F.R. 160.103 (“PHI”); (l) use the Software to knowingly post transmit, upload, link to, send, or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); or (m) try to use, or use the Software in violation of this Agreement; and (ix) ensure that all Authorized Users comply with the terms and conditions of this Agreement. (b) Notification. Client will immediately (and in no greater than twenty four (24) hours from Client’s knowledge of the following) notify EMSYSTEMS and use best efforts to cease any further occurrence of the following: (i) any unauthorized use of a password or account or any other known or suspected breach of security; (ii) any copying or distribution of any content or other intellectual property of EMSYSTEMS related to the System that is known or suspected by Client or its Authorized Users; (iii) any use of false identity information to gain access to or use the System or (iv) any loss or theft of a hardware device on which an Authorized User has access to the System (each of subsections (i) through (iv) a “Security Breach Event”). To the extent that any Security Breach Event involves PHI, and is subject to the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191, 110 Stat. 1936), including the privacy and security rules promulgated thereunder (“HIPAA”), as amended by the Health Information Technology for Clinical Health Act (Pub. L. No. 111-5, 123 Stat. 115) (the “HITECH Act”), Client shall comply with all applicable requirements under such laws, including any applicable breach notification requirements (i.e. notifications to affected individuals, the Department of Health and Human Services (“HHS”), and prominent media outlets) (the “HIPAA Notifications”) triggered by the Security Breach Event. Notwithstanding the foregoing, THE SOFTWARE (EXCLUDING THE EMSYSTEMS’ EMTRACK SOFTWARE) AND ANY SERVICES THERETO ARE NOT COMPLIANT WITH THE REQUIREMENTS OF THE HIPAA AND SHOULD NOT BE USED TO STORE, TRANSMIT, ACCESS OR USE PHI. (c) Rights Upon Notification. Upon EMSYSTEMS’ receipt of notification given by the Client of a Security Breach Event, EMSYSTEMS shall have the right to immediately, without notice to Client, suspend Client’s access to the System until such time as the Security Breach Event has been fully resolved, and no longer presents a threat of inappropriate access to: (i) the System, (ii) any other intellectual property rights of EMSYSTEMS or its affiliates or (iii) the personal data or Protected Health Information gathered by Client in its Use of the System. To the extent that a Security Breach Event requires Client to provide HIPAA Notifications, any such notifications shall not include a reference to EMSYSTEMS unless such a reference is specifically required by HIPAA or other applicable law. Further, if Client intends to reference EMSYSTEMS in a HIPAA Notification based on its belief that such a reference is required by HIPAA or other applicable law, Client shall provide EMSYSTEMS written notice of its intent to do so no later than ten (10) days prior to Client’s provision of each required HIPAA Notification (i.e. no later than ten (10) days prior to Client’s provision of notifications to affected individuals, HHS, and/or prominent media outlets, as applicable) and receive EMSYSTEMS written approval to include EMSYSTEMS in such notification. 6. Client Data. (a) General. As between the Parties, Client shall be solely responsible for the procurement, provisioning, processing and updating of all Client Data, and for the content, accuracy and completeness of all Client Data. Client represents and warrants that neither the Client Data nor the possession or use thereof by or on behalf of Client (including its storage, transmission and/or processing by the System in accordance with the Documentation) will violate any Law or the rights of any person or entity (including, without limitation, those applicable to privacy or personally identifiable information). Client shall defend, indemnify and hold EMSYSTEMS harmless, at Client’s sole cost and expense, from and against any damages and third party claims that arise from (a) infringement or contributory infringement to the extent caused in whole or in part by Client, its Authorized Users, agents, representatives, employees or by third parties under Client’s direction; (b) additions, changes or modifications to the System or services by or on behalf of Client; (c) incorporation of the services or any component thereof into any other Client product or process; (d) use of the services by Client other than as permitted by this Agreement or applicable Schedule or Statement of Work; (e) Client’s breach of any of its obligations under this Agreement or an applicable Schedule or Statement of Work; (f) any personal injury or property damage caused by Client; (g) Client’s breach of any national, federal, state or local law or regulation in connection with Client’s use of the System or services; (h) Client’s performance of services for Client’s clients; (i) claims against EMSYSTEMS by Client’s clients, customers or third parties that Client communicates with using the services; and (j) libelous, slanderous, indecent or other statement concerning or arising out of Client’s statement or publications to or about individuals or business entities. (b) Ownership of Client Data. As between EMSYSTEMS and Client, all Client Data is and shall remain the property of Client. EMSYSTEMS shall not, without Client's written consent, use or disclose Client Data other than in the performance of its obligations under this Agreement or as may be required by applicable Law. (c) Safeguarding Client Data in the System. The System includes certain security features intended to prevent unauthorized access to Client Data, as described in the Documentation. Such features may include, to the extent specified in the Documentation, software or devices which (i) require Authorized Users to enter user identification codes and passwords prior to gaining access to the System, (ii) track the addition and deletion of Authorized Users and (iii) control access by any Authorized User to areas and features of the System as designated by the applicable Authorized User. (d) Recovery of Client Data. If any Client Data is lost or damaged due to the acts or omissions of EMSYSTEMS while resident in the System, EMSYSTEMS shall use commercially reasonable efforts to assist Client in its efforts to recover such data. 7. Confidential Information. The parties contemplate the disclosure of certain confidential and proprietary information between the parties in connection with each party’s performance of its obligations or rights hereunder. The terms in this Section 7 shall govern the obligations of the parties related to the confidentiality of such information. (a) Definitions. For purposes of this Section 7, (i) “Confidential Information” means any information in written, oral or tangible or intangible form, including, without limitation, documents, plans, business, product, marketing, licensing or sales activities, policies, practices, outlooks, studies, reports, analyses, analytics made on the data entered into and use of the System, strategies or forecasts, finances, customer names, customer list, customer data, revenue, pricing, costs or profits, released or unreleased products including, but not limited to, development, research, designs, specifications, performance characteristics, source codes, formulas, algorithms, data, techniques, processes, inventions, testing strategies, industry, software, hardware, user manuals, Client Data, that is disclosed by one party to the other party during the term of and in connection with this Agreement; (ii) “Disclosing Party” means the party that discloses its Confidential Information to the other party in connection with this Agreement; and (iii) “Receiving Party” means the party that receives or is provided access to the Confidential Information of the Disclosing Party in connection with this Agreement. (b) Receiving Party’s Obligations. The Receiving Party shall handle, use, treat and utilize the Disclosing Party’s Confidential Information as follows: (a) protect all Confidential Information received from the Disclosing Party from unauthorized use or disclosure pursuant to the terms of this Agreement; (b) take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information consistent with the efforts used to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than a reasonable standard of care; (c) use such Confidential Information only for the purpose of performing its obligations pursuant to this Agreement or using the Software licenses granted hereunder or discussing additional transactions pursuant to this Agreement; (d) except as otherwise limited elsewhere in this Agreement, reproduce such Confidential Information only on a need to know basis; (e) restrict disclosure of such Confidential Information to its officers, directors and employees on a need to know basis; and (f) restrict disclosure of such Confidential Information to it contractors on a need to know basis and only where such contractors are subject to written agreement with the Receiving Party sufficient to enable the Receiving Party to require its contractors to comply with Receiving Party’s obligations hereunder (in no events shall Client disclose Confidential Information disclosed by EMSYSTEMS to a third party, including a Client contractor, that is, directly or indirectly, a competitor of EMSYSTEMS). The Receiving Party shall immediately notify the Disclosing Party in the event it becomes aware of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. In addition, with respect to any equipment, component, software, or other items delivered to the Receiving Party by the Disclosing Party, the Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze the physical construction of, any such items. Other than as expressly provided elsewhere in this Agreement, this Agreement shall not transfer or convey any title to or ownership of the Disclosing Party’s Confidential Information to the Receiving Party. Notwithstanding the EMSYSTEMS’ obligations elsewhere in this Section 7, Client understands that EMSYSTEMS does not require any information for the performance of Services hereunder, and that EMSYSTEMS cannot guarantee the security of Client Data when added to the Juvare Exchange (if Client has a purchased subscription to the Juvare Exchange), or stored on Client’s applicable equipment and hardware, or transmitted or accessible when using the internet or other services providers. EMSYSTEMS shall not be liable or responsible to Client or any other party for any losses, damages, claims, costs or other obligations arising out of or relating to any unauthorized access to, disclosure or use of information stored by Client in the Software, including, without limitation, within the Juvare Exchange, or while such information is transmitted or accessible through the Software, the internet, or services providers. Additionally, EMSYSTEMS shall not be responsible for any breach of security or confidentiality caused by Client’s failure to maintain the confidentiality and control of its user identification numbers or passwords related to its use of the Software provided hereunder. (c) Exceptions to Confidential Information. The definition of Confidential Information does not apply to any Confidential Information which the Receiving Party can demonstrate: (a) is wholly and independently developed by the Receiving Party without the use of Confidential Information of the Disclosing Party; (b) at the time of disclosure was publicly known and made generally available in the public domain prior to the time of disclosure, becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party, or is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (c) is received by the Receiving Party without obligation of confidentiality or restriction on use from a third party that, to the good faith knowledge of the Receiving Party, had no confidentiality obligations related to such Confidential Information; or (d) is approved for release by written authorization of the Disclosing Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization. Additionally, the Receiving Party may disclose the Disclosing Party’s Confidential Information solely to the extent required by subpoena, court order, or government requirement to be disclosed, provided that the Receiving Party shall give (if legally permitted to do so) the Disclosing Party prompt written notice of such subpoena, court order or government requirement so as to allow such Disclosing Party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure (and Receiving Party shall reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in such efforts). Confidential Information disclosed pursuant to subpoena, court order or government requirement shall otherwise remain subject to the terms applicable to Confidential Information. (d) Return of Confidential Information. Upon written request of the Disclosing Party at any time or following the termination of this Agreement, the Receiving Party shall return to the Disclosing Party the Disclosing Party’s Confidential Information and the Receiving Party shall certify in writing, by an authorized representative of Receiving Party, that all Confidential Information of Disclosing Party has been returned. Notwithstanding the foregoing, in no event shall any Client Data, that is entered into or shared in the Juvare Exchange (if Client has a purchased subscription to the Juvare Exchange) be returned to Client or removed from the Juvare Exchange; Client understands and acknowledges that any Client Data entered into the Juvare Exchange is visible and viewable by other Juvare Exchange users and is not secure or held confidential. (e) Duration of Confidentiality Obligations. Each party’s obligations pursuant to this Section 7, related to Confidential Information disclosed during the term of this Agreement, shall commence on the date of disclosure and survive the expiration or termination of this Agreement as follows: (i) for Confidential Information constituting trade secrets of the Disclosing Party, for so long as such information remains a trade secret or seven (7) years from the expiration or termination of this Agreement, whichever is longer, and (ii) for all other Confidential Information, for seven (7) years from the expiration or termination of this Agreement. 8. Restricted Activities. Client shall not, without EMSYSTEMS’ prior written consent, directly or indirectly, solicit for employment or hire any Restricted Employee (as defined herein) while such person is employed by EMSYSTEMS and for the 12-month period starting on the earlier of: (i) termination of such Restricted Employee’s employment with EMSYSTEMS, or (ii) termination or expiration of this Agreement. “Restricted Employee” means any former or current employee of EMSYSTEMS or its Affiliates that provided services on behalf of EMSYSTEMS hereunder or that Client became aware of or came into contact with during EMSYSTEMS’ performance of its obligations under this Agreement. 9. Limited Use of the System. (a) Client Rights to Use. Client shall not, and shall ensure that each Authorized User shall not: (i) use the System for a service bureau application or for commercial software hosting services without EMSYSTEMS’ prior written consent; (ii) use the System other than as necessary for Client's or such Authorized User's coordination of medical services within the Territory or publishing of health information with respect to the Territory; (iii) modify, adapt, translate or create derivative works based on any part of the System; (iv) commercially exploit, market, license or distribute access to or use of the System, or otherwise permit anyone other than Authorized Users to access or use the System; (v) challenge EMSYSTEMS’ Rights in the System; (vi) assist or cooperate with any third party in challenging EMSYSTEMS’ Rights to the System; or (vii) remove any copyright, trademark or other notices that appear on or in the System. (b) EMSYSTEMS Ownership Rights. EMSYSTEMS shall retain all Rights in the System and neither Client nor any Authorized User shall have or obtain any such Rights. (c) System Updates. EMSYSTEMS may enhance or modify the System in its sole discretion. EMSYSTEMS will provide notice to Client prior to implementation of enhancements or modifications of the System that materially diminish the functionality of the System. Client acknowledges and agrees that EMSYSTEMS retains all Rights in any modifications to the System, including but not limited to modifications resulting from requests for changes made by Client or any Authorized User or at the request of Client or any Authorized User. (d) System Maintenance. Client acknowledges that access to the System be limited or unavailable from time to time due to maintenance or repair. (e) Third Party Software. The System may incorporate software under a license to EMSYSTEMS or its affiliates from a third party (“Third Party Software”). If the licensor of any Third-Party Software requires Client’s agreement to the terms and conditions of such use through an End User License Agreement (“EULA”), EMSYSTEMS will provide such EULA to Client. In order to use the System, Client agrees to be bound by all EULA(s) provided during the Term whether by hardcopy or displayed upon installation or use of the System. Client’s use of the System subsequent to such notice(s) shall constitute Client’s acceptance of the EULA(s). Client shall not use any Third-Party Software embedded in or provided in connection with the System on a stand-alone basis or in any way other than as embedded in, provided in connection with, or for use with the System and the applicable EULA. (f) Audit Rights. From time to time and upon reasonable prior written notice, EMSYSTEMS may audit Client’s use of the System to ensure that Client is in compliance with the terms and conditions of this Agreement, including, but not limited to, any payment terms. Any such audit will be conducted during regular business hours at the applicable facilities of Client. Client will identify and cooperate with EMSYSTEMS (or its representatives) to provide EMSYSTEMS (or its representatives) with reasonable access to all relevant equipment, personnel and records. 10. Term and Termination. (a) Term. The term of this Agreement shall commence on the Effective Date and, unless terminated as set forth in this Section, shall (i) continue for an initial period ending sixty (60) months following the Commencement Date [or, if applicable, the date of Acceptance] (the “Initial Term”) and (ii) automatically renew on each anniversary of the Commencement Date for additional successive one-year terms (each a “Renewal Term” and, with the Initial Term, referred to as the “Term”), provided that either party may non-renew the Subscription to the Software as of the end of the Initial Term or any subsequent Renewal Term, on not less than 60 days' prior written notice of non-renewal to other party. Any such non-renewal shall be effective as of the end of the Initial Period or subsequent Renewal Period, as applicable, following the expiration of such 60-day notice period. (b) Termination for Cause. This Agreement or any Schedule or any Statement of Work hereto may be terminated as follows: (i) by EMSYSTEMS upon the breach by Client of any of its payment obligations under this Agreement or any Schedule or Statement of Work hereto, which breach has not been cured within five (5) days after Client has received written notice thereof, (ii) by one party upon the breach by the other party of any of such other party's material obligations under this Agreement or any Schedule or any Statement of Work that has not been cured within thirty (30) days after the breaching party has received written notice thereof (provided, however, that there shall be no cure period in the event of a breach by Client of its obligations related to EMSYSTEMS’ intellectual property), or (iii) by EMSYSTEMS if all or a substantial portion of the assets of Client are transferred to an assignee for the benefit of creditors or Client files or has filed against it a petition for liquidation under bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days. If the basis for termination for cause applies only to a specific Schedule or Statement of Work, EMSYSTEMS may elect to terminate only the affected Schedule or Statement of Work, in which case this Agreement and other Schedules or Statements of Work will remain in full force and effect. A breach of the terms of this Agreement or any Schedule or any Statement of Work by an Authorized User shall be deemed to be a breach of the terms of this Agreement or any Schedule or any Statement of Work by Client. (c) Effective Date of Termination for Cause. Termination for cause based upon 10(b)(i) above shall be effective on the 6th day after Client received the original written notice of breach if cure is not made or if some interim arrangement has not been reached between the parties (and agreed in writing) during the five (5) day cure period. Termination for cause based upon 10(b)(ii) above shall be effective on the 31st day after the breaching party received the original written notice of breach if cure is not made or if some interim arrangement has not been reached between the parties (and agreed in writing) during the thirty (30) day cure period; provided, however, if a breach under 10(b)(ii) is not subject to cure (e.g., disclosure of a party’s Confidential Information), termination for cause is effective immediately upon the party providing written notice of termination to the breaching party consistent with the notices provision of this Agreement. Termination for cause based upon 10(b)(iii) above shall be effective immediately after the assignment for benefit of creditors has been made or the filing of a petition for liquidation under bankruptcy or other insolvency laws and such have not been dismissed, dissolved or the petition lifted or stayed. (d) Effect of Termination. Termination of this Agreement shall result in the termination of all outstanding Schedules or any Statements of Work hereto, and termination of all outstanding Schedules or any Statements of Work hereto shall result in the termination of this Agreement. Upon termination of this Agreement and/or any Schedules or any Statements of Work hereto for any reason, any amounts owed to EMSYSTEMS under this Agreement or any Schedules or any Statements of Work hereto, regardless of whether not yet due and payable, will be accelerated and deemed immediately due and payable (including, without limitation, the payment in full of all annual subscription Fees payable for the remaining term of any Schedules or any Statements of Work hereto or the Agreement pursuant to any Schedules or any Statements of Work hereto (to the maximum extent allowed by law) and the remaining balance of unpaid fees for professional services. All services and all licenses and rights granted under this Agreement and all Schedules or any Statements of Work hereto shall immediately terminate upon termination of this Agreement. All services and all licenses and rights granted pursuant to an applicable Schedules or any Statements of Work hereto shall terminate upon the expiration or termination of the applicable Schedules or any Statements of Work hereto. Upon termination of the Agreement, EMSYSTEMS will immediately cease performing all services and terminate Client and Authorized User access to the services. EMSYSTEMS shall have no obligation for retaining or maintaining a copy of any such Client Data or information from the System following the date of expiration or termination of the Schedules or any Statements of Work hereto governing such information or (if sooner) the expiration or termination of this Agreement. EMSYSTEMS shall be entitled, without further liability, to destroy all such Client Data or information from the System following the date of expiration or termination of the Schedules or any Statements of Work hereto governing such information or (if sooner) the expiration or termination of this Agreement. 11. Warranty, Limitations. (a) Warranty by EMSYSTEMS. EMSYSTEMS warrants that it will use reasonable care in performing any services to be provided by EMSYSTEMS under this Agreement. Except as provided in this Section 11(a), the Software and related services are being provided “as is, where is” and Client bears complete and sole liability for Client’s use of and reliance on the System, even if such use or reliance were to produce incorrect information or erroneous result. (b) Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 11(A), EMSYSTEMS HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONDITION, NON-INFRINGEMENT, CAPACITY AND PERFORMANCE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY EMSYSTEMS OR ANY OF ITS AGENTS, EMPLOYEES OR CONTRACTORS SHALL CREATE A WARRANTY, AND CLIENT IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. EMSYSTEMS EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE OR ACCESS THERETO OR USE THEREOF WILL BE UNINTERRUPTED OR FREE OF ERRORS, DEFECTS OR SOFTWARE PROBLEMS OR ISSUES. (c) Warranty by Client. Client represents and warrants that (a) the performance of its obligations and use of the Software by Client and its Authorized Users will not violate any applicable laws or regulations, EMSYSTEMS’ rules and regulations or cause a breach of any agreements with any third parties; (b) it will not interfere with EMSYSTEMS’ systems or the use of any services or systems by other EMSYSTEMS’ clients; (c) it will not provide or enter any Client Data or other information into the Software or Systems that may or does contain PHI; (d) it will not provide or enter any Client Data or other information into the Software or Systems that may or does contain personal data as regulated by the General Data Protection Regulation 2016/679 (the “GDPR”); and (e) it will not send any notifications, be it SMS, email, text, pager alerts, phone calls, using the Software or Systems without obtaining the consent of any User or recipient as required by applicable laws, statutes, or regulations. In the event of any breach of any of the foregoing Client warranties, in addition to any other remedies available at law or in equity, EMSYSTEMS will have the right, in its sole reasonable discretion, to terminate or suspend immediately any related Software if deemed reasonably necessary by EMSYSTEMS to prevent any harm to EMSYSTEMS, its clients and/or its business. EMSYSTEMS may, if a cure is practical in EMSYSTEMS’ sole discretion, provide to Client notice and an opportunity to cure the breach, and if cured to EMSYSTEMS’ full satisfaction, EMSYSTEMS will restore the Software or access to the Software. 12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY EXHIBITS OR ATTACHMENTS HERETO AND TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EMSYSTEMS (INCLUDING ITS AFFILIATES) SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY EXHIBIT, QUOTES OR ORDERS HEREUNDER (HOWEVER ARISING, UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, CONTRACT OR STRICT LIABILITY), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR INTERRUPTED COMMUNICATIONS, LOST DATA, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, LOSS OF RIGHTS OR SOFTWARE OR SERVICES AND/OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE SOFTWARE OR SERVICES, EVEN IF EMSYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. SUBJECT TO THE FOREGOING AND TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FOR THIS AGREEMENT AND EACH QUOTE FOR SOFTWARE OR SERVICES HEREUNDER, IN NO CASE SHALL EMSYSTEMS’ (INCLUDING ITS AFFILIATES) AGGREGATE LIABILITY DURING ANY THREE (3) MONTH PERIOD DURING THE TERM OF THIS AGREEMENT (THE FIRST OF WHICH SHALL COMMENCE ON THE EFFECTIVE DATE OF THIS AGREEMENT) UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNTS ACTUALLY PAID TO EMSYSTEMS BY CLIENT PURSUANT TO THIS AGREEMENT DURING SUCH THREE (3) MONTH PERIOD (EXCLUDING TRAVEL EXPENSES). THE PARTIES UNDERSTAND AND AGREE THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT REPRESENTS A REASONABLE ALLOCATION OF RISKS, AND EACH PARTY EXPRESSLY CONSENTS TO SUCH ALLOCATION. EMSYSTEMS SHALL HAVE NO LIABILITY OF ANY KIND IN THE EVENT CLIENT’S RECORDS OR OTHER DATA SUBMITTED FOR PROCESSING ARE LOST OR DAMAGED. 13. General. (a) Entire Agreement. This Agreement and the Schedules attached hereto constitute the entire agreement between the Parties and supersede all prior agreements, understandings and arrangements between the Parties with respect to the subject matter thereof. Any provisions, terms or conditions on Client’s purchase orders which are, in any way, inconsistent with or in addition to the terms and conditions of this Agreement shall not be binding upon EMSystems and shall have no applicability hereunder. (b) Relationship of the Parties. The relationship established between the Parties by this Agreement shall be solely that of vendor and vendee. Under no circumstances shall the contractual relationship between the Parties be deemed or construed as one of agency, partnership, joint venture, employment or otherwise, except for the vendor/vendee relationship. (c) Severability. If any provision shall be held to be invalid or unenforceable for any reason, the Parties agree that such invalidity or unenforceability shall not affect any other provision of this Agreement, the remaining provisions shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid and enforceable. (e) Assignment. Client may not assign (via assignment, merger, or by operation of law) this Agreement or its rights or delegate its duties hereunder without EMSYSTEMS’ prior written consent, and any purported attempt to do so is null and void. EMSYSTEMS may assign this Agreement to a third party and may subcontract all or a portion of the Services to be performed by third parties in connection with this Agreement. This Agreement shall be binding on each party's successors and permitted assigns. (f) Survival. In addition to those provisions hereof which, by their terms, provide for survival following the termination of this Agreement, the provisions of sections [6, 7, 10(d), 11, 12 and 13] shall survive the termination of this Agreement. (g) Notices. All notices shall be in writing and sent by certified mail (return receipt requested), overnight courier, or delivered personally to the addresses indicated on the first page of this Agreement for the applicable intended recipient, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. All notices to EMSYSTEMS shall be directed to the attention of the President/CEO of EMSYSTEMS, with a copy of all such notices also sent to EMSYSTEMS to the attention of EMSYSTEMS Legal Department at the same address as EMSYSTEMS. Notice will be effective on the date shown on the delivery receipt or, in the case of personal delivery, actual receipt. All notices required pursuant to the Agreement shall be provided in strict compliance with this Section 13(a). (h) Authorized Signer. Each party represents that the person signing this Agreement and any Schedule or Statement of Work hereto has been properly authorized and empowered to execute and deliver this Agreement and any Schedule or Statement of Work hereto on behalf of such party. This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty (60) days, unless waived by EMSYSTEMS. (i) Governing Law; Jurisdiction; Venue. This Agreement is made and will be governed and construed in accordance with the laws of the state of Delaware (other than the Uniform Computer Information Transactions Act, UCITA, as may be adopted in Delaware), without regard to conflict of law principles. The parties agree that UCITA as it may be adopted by governmental bodies from time to time shall not apply to this Agreement or to any Schedule or Statement of Work hereto entered into or issued pursuant to this Agreement. In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply to this Agreement or any Schedule or Statement of Work hereto executed pursuant to this Agreement. The Parties further consent to the exclusive jurisdiction and venue of the Georgia State Courts or United States Federal Courts located in or having jurisdiction for EMSYSTEMS’ place of business in Atlanta, Georgia, and such courts will be the exclusive venue for any subsequent claims, suits, or causes of action between the parties. Each party irrevocably consents to the jurisdiction of, and exclusive venue in, the applicable courts. The terms of this Section shall be subject to the terms of Section 13(j) below in the event of any conflict. (j) Dispute Resolution. Subject to the “Confidential Information” Section of this Agreement, the parties agree to resolve all differences or disputes arising out of or relating to this Agreement shall be resolved and settled by final and binding arbitration administered by the Judicial, Arbitration, Mediation Services (J.A.M.S) pursuant to J.A.M.S’ then-current arbitration rules; provided, however, that in the event that J.A.M.S shall be unavailable for any reason, then the arbitration shall be filed with and administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Any such arbitration shall be conducted before a single arbitrator in a proceeding held in the Atlanta, Georgia area. The arbitrator shall award to the prevailing party in such arbitration such party’s attorneys’ charges, arbitrator’s charges, J.A.M.S’ charges (or, if applicable, AAA’s charges) and other costs incurred by the prevailing party in such arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration shall be English. The arbitrator shall apply the substantive law of Delaware when resolving the differences before them and shall not resort to any conflict of law rule that would call for the application of the law of another jurisdiction. The arbitrator shall take into account principles of legal privileges, such as those involving the confidentiality of communications between a lawyer and a client. The arbitrator shall render any monetary award in U.S. dollars. Notwithstanding the foregoing, the parties reserve the right to seek injunctive relief in a court of competent jurisdiction to protect any intellectual property rights and to prevent the release of Confidential Information. (k) Waiver. The failure of any Party to insist, in any one or more instances, upon the performance of any term or condition of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or the future performance of such term or condition. (l) Priority. The attached Schedules form part of this Agreement. If there is any apparent conflict or inconsistency between the provisions set forth in the body of this Agreement and the provisions set forth in any Schedule, the provisions set forth in the Agreement shall prevail. The Parties contributed equally to the drafting of this Agreement and this Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such document to be drafted. (m) Remedies. Each Party shall be entitled to exercise any legal, equitable or other rights or remedies to which it is entitled, including, without limitation, the right to obtain injunctive relief or specific performance with respect to the violation of any term or condition of this Agreement. Each such remedy shall be cumulative and not exclusive. (n) Force Majeure. Excluding payment obligations, no breach of any obligation of a party to this Agreement or any Schedule or Statement of Work hereto shall constitute an event of default or breach to the extent it arises out of a Force Majeure Event. Either party desiring to rely upon any Force Majeure Event as an excuse for non-performance, default or breach, shall, when the Force Majeure Event arises, give to the other party prompt notice of the facts that constitute such Force Majeure Event and when the Force Majeure Event ceases to exist, give prompt notice thereof to the other party. (o) Publicity/Use of Name. EMSYSTEMS and Client herein agree to permit the occasional use of each other’s name and logo as well as reference to this Agreement and the Services in their respective promotional advertising, press releases and public relations efforts. All such use will be only in a manner that reflects positively upon the other party. EMSYSTEMS may, without obtaining Client’s prior written consent, place Client’s name on a list of EMSYSTEMS’ customers. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this Agreement, to be effective as of the Effective Date set forth above. This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty (60) days, unless waived by EMSYSTEMS. Client: [correct legal entity name of counterparty] EMSystems LLC By: By: Name: Name: Title: Title: Date: Date: /End of Agreement; Schedules follow. Schedule 1 to Software Use Agreement Definitions Unless defined in the Agreement, capitalized terms used in the Agreement will have the meanings set forth below: a) “Acceptance” or “Accepted” has the meaning set forth in Section 3(b)(iii). In the event Schedule 2 does not specify that the System will be subject to acceptance testing, then the System shall be deemed Accepted upon the Commencement Date. b) “Acceptance Criteria” has the meaning set forth in Section 3(a). c) “Acceptance Period” means a period of 14 days commencing on the date EMSYSTEMS advises Client that the System is ready to begin acceptance testing, or such other period as may be specified in Schedule 2. d) “Affiliate” means an entity that controls, is controlled by, or is under common control with a party hereto. e) “Authorized User” means a health care provider, health department or other medical professional authorized by Client to Use the System to coordinate emergency services and health information in the Region, and any employee of Client whose job function requires Use of the System. f) “Bankruptcy Event” means a Party: (i) is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due; or (ii) files a petition in bankruptcy or institutes any action under federal or state law for the relief of dollars or seeks or consents to the appointment of an administrator, receiver, custodian or similar official for the wind up of its business (or has such a petition or action filed against it and such petition, action or appointment is not dismissed or stayed within 30 days). g) “Client Data” means data input by Client or Authorized Users into the System and derivative data resulting from the processing of such input data by the System. h) “Commencement Date” shall be deemed to be complete on the sooner to occur of (i) the day that the Software is available for production, (ii) the date of Client’s first use of the Software in a live production environment, or (iii) the 90th day immediately following the date of Client’s execution of the Agreement (or if for an amendment, Exhibit or Statement of Work adding Software License(s) under the Agreement, the Client’s execution of such subsequent amendment, Exhibit or Statement of Work). i) “Confidential Information” means as set forth in Section 7. j) “Contact Person” means a person qualified by education and training to use and understand the applicable User Equipment and the System. k) “Documentation” means the documentation and terms of use applicable to the System or a particular Module, as published on the EMSYSTEMS web site and as amended from time to time at EMSYSTEMS’ sole discretion. l) “Facility” means acute care hospital or any additional sites that are owned and operated by Client (excluding facilities without licensed bed counts). m) “Fees” means any amounts due under the Agreement, including those fees set forth on Schedule 2. n) “Force Majeure Event” means (i) fire, flood, earthquake, hurricane, tornado, tsunami or other elements of nature or acts of God, (ii) acts of vandalism or terrorism (electronic or otherwise) or war, (iii) riots, civil disorders or revolutions, (iv) strike or other significant labor disruption, (v) nonperformance by a third party, (vi) any failures or fluctuations in telecommunications systems, lines or other Equipment or (vii) any other cause beyond the reasonable control of EMSYSTEMS. o) “Implementation Services” means services (if any) to be performed by EMSYSTEMS in connection with the configuration and implementation of the System, as specified on Schedule 2. p) “Law” means all applicable state, federal and local laws, rules and regulations. q) “Module” means a particular software-as-a-service module hosted, managed and operated by or on behalf of EMSYSTEMS and to which Client desires to obtain a license to Use under the Agreement, as described on Schedule 2. r) “Region” means the area set forth on Schedule 2. s) “Rights” means all right, title and interest in and to the System, including all intellectual property rights, know how and System design and functionality. t) “Software” means the software applications identified in an applicable Schedule to the Agreement for incorporation into the System, including, without limitation, all updates, modifications, customizations or new versions of the Software provided through Support Services under the Agreement. u) “Support Services” means the maintenance and support services provided by EMSYSTEMS pursuant to the Agreement. v) “System” means each of the Modules and associated Documentation, including any enhancements or modifications thereto implemented or provided by EMSYSTEMS from time to time in its discretion. w) “Term” has the meaning set forth in Section 10. x) “Training Services” means any training in the Use of the System that EMSYSTEMS makes available to Client and Authorized User employees. y) “Use” means accessing and using the System in accordance with the terms and conditions of the Agreement (including, without limitation, any additional limitations or restrictions specified in Schedule 2) and the applicable Documentation. z) “User Equipment” means the hardware, software and communications lines or capabilities that may be necessary for Client or any Authorized User to Use the System. /End of Schedule 1 Schedule 2 to Software Use Agreement Software and Fees; Payment Schedule Software and Fees (further to Quote # _______________): Upon payment of the Fees set forth below pursuant to the Payment Schedule on this Schedule 2 below, the following Software shall be licensed and available for use by Client and its Authorized Users for the Term set forth in the Agreement and all use and access to the Software shall be governed by the Agreement: Software License Fees Region: Product Code Item Description Qty Ext. Price Year 1 Ext. Price Year 2 Ext. Price Year 3 Ext. Price Year 4 Ext. Price Year 5 Total Software License Fees (plus applicable taxes) Payment Schedule: For purposes of this Schedule 2 and for the Software and Support Services identified above, EMSYSTEMS shall invoice, and Client shall pay, the amounts set forth below according to below payment schedule: (i) The “Total Software License Fees” set forth above in the amount of $__________.00 USD (plus applicable taxes) shall be invoiced by EMSYSTEMS to Client upon receipt of the Agreement (executed by Client); (ii) Subsequent annual charges for the Software License Fees during the Term shall be invoiced by EMSYSTEMS to Client so that such amounts are due and payable prior to the anniversary of the Commencement Date for each applicable year; and (iii) Should EMSYSTEMS have to travel to perform any services hereunder, including, without limitation, the Consulting Services provided hereunder, Client shall reimburse EMSYSTEMS for all travel, lodging, per diem and out of pocket expenses (“Travel Expenses”) incurred by EMSYSTEMS personnel in the performance of services hereunder. All Travel Expenses will be invoiced to Client at actual cost (including associated travel agent and other service fees) and applicable per diems as such services are performed and such costs are incurred. All charges in this Schedule 2 and the Agreement are exclusive of taxes and Travel Expenses incurred by EMSYSTEMS in the performance of services and are in addition to any charges set forth in any other Statement of Works or Addenda or Quotes to the Agreement or in the Agreement. All invoices are due and payable thirty (30) days from the date of the invoice and interest fees/late charges (as provided in the Agreement) shall apply to any invoiced amounts not paid within the time periods provided in this Schedule 2 or in the Agreement. If Client is tax exempt, Client shall be responsible for providing all necessary documentation to show such tax-exempt status to EMSYSTEMS or to the taxing entity. Work cannot be started and dates for services cannot be secured until the applicable initial payment has been received by EMSYSTEMS. Pricing contained herein is based on configuration outlined above. Some items may not be sold separately. Pricing is valid until the expiration date set forth above. /End of Schedule 2   Schedule 3 to Software Use Agreement Statement of Work [intentionally blank – follows immediately hereafter]