1. Certain Definitions. The following definitions shall apply to this Agreement: “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% or more of the voting interests of the subject entity. “Authorized User” means, collectively, any individual employees of Client and wholly owned Affiliates accessing or using the Application and/or Services solely on behalf of and for the benefit of Client’s internal business operation purposes only. “Client Data” means all data, information and/or records stored, submitted or inputted by Client or an Authorized User into or through the Application. “Application” means (i) Perception Health’s Physician Relationship Directory PowerApp identified on any attached Order Form for use in connection with optimizing community care networks including: inpatient, outpatient, physician, post-acute services, and community information, and (ii) any Updates thereto. “Order Form” means a document referencing this Agreement that describes specific Services for a particular engagement. “Services” means the activities to be performed by Perception Health as described in any Order Form(s) attached hereto, including but not limited to training and tutorials, subscription services, access to the Application, geo-coding, and content delivery. “Update(s)” means any modifications, enhancements, bug fixes, or other updates to the Application generally provided to clients of Perception Health at no additional cost. 2. Services. 2.1 Subscription. Subject to the terms and conditions of this Agreement, Perception Health hereby represents that it has the right to grant and does hereby grants to Client, during the Term, a limited, personal, non-exclusive, non-transferable, non-sub licensable license in the United States to (i) access and use Perception Health’s Application solely for internal use with [Client’s business]; and (ii) permit Authorized Users to access and use the Application solely for internal use in connection with the operation of Client's healthcare business. 2.2 Authorized Users; User IDs. Except with the prior written consent of Perception Health, access to the Application will be limited solely to Authorized Users. Client acknowledges and agrees that, as between Client and Perception Health, Client is solely responsible and liable for, and Perception Health hereby expressly disclaims all liability with respect to, all acts and omissions of any Authorized User, including without limitation, the access and use of the Application by any Authorized Users and for such Authorized User’s compliance with this Agreement. [Perception Health will assign any Authorized User with a unique account name and password for access to and use of the Application (“User ID”). Client shall be responsible for ensuring the security and confidentiality of all User IDs. Client acknowledges that it will be fully and solely responsible for all actions and/or liability incurred through use of any User ID and that any use of the Application under a User ID will be deemed to have been performed by Client. Client shall notify Perception Health immediately of any suspected theft, loss or fraudulent use of any User ID or password.] 2.3 Third Party Products. Client acknowledges and agrees that Perception Health offers certain third party products and services (“Third Party Products”) in connection with the Application and that such Third Party Products may be incorporated into the Application. To the extent Client receives access to and the benefit of such Third Party Products, Client may be subject to and agrees to abide by the additional terms and conditions related to the Third Party Products which shall be provided to Customer at no additional cost. 3. Perception Health Responsibilities. 3.1 Implementation. [The Parties shall work together in good faith to deploy and configure the Application for Client and its Authorized Users, including without limitation, providing all reasonable implementation and training relating to the Application (the “Implementation Services”). Client will provide any and all necessary information and assistance to Perception Health, including without limitation access to Client’s facilities, hardware and equipment, as reasonably requested by Perception Health in order to facilitate the performance of the Configuration Services. The fees for the Implementation Services will be as set forth in the attached Order Form.] 4. Use of the Application. 4.1 Client Responsibilities. Except as expressly provided in this Agreement, neither Client nor any Authorized User may: (i) make any copy, reproduction or derivative work of any of the Application or any documentation provided therewith; (ii) sell, assign, convey, sublicense or otherwise transfer its rights to use or allow any third party other than an Authorized User to use or access the Application; (iii) decompile, disassemble, reverse engineer, or modify in any way, the Application or any portion thereof; (iv) reconfigure or redeploy the Application and/or Services in a manner not expressly authorized by Perception Health; (v) remove, alter or obscure any proprietary notice or legend of Perception Health, its suppliers or licensors upon any and all copies of the Application or any documentation provided therewith. Client will immediately notify Perception Health if Client becomes aware of any violation of the terms of this Agreement; and/or (vi) violate any Federal, state or local laws or regulations. Perception Health may take remedial action should Client or any of its Authorized Users violate this Section, and such remedial action may include but shall not be limited to suspension of Services hereunder or termination of this Agreement. 4.2 Data Storage. Client agrees that it is responsible for all Client Data and the establishment and maintenance of back-up plans and procedures to protect against the possibility or loss of Client Data in its possession. Perception Health shall have no liability for any loss, damage or errors with respect to the Client Data, whether caused by Perception Health or any third-party service provider. 5. Fees & Payment. 5.1 Invoicing. Client shall pay any and all fees specified in this Agreement and/or any Order Form executed by the Parties in full upon receipt of an invoice. Any amount not received by Perception Health when due and not disputed in good faith shall be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. Except as expressly provided in this Agreement, all payments made by Client to Perception Health hereunder are non-refundable. Client is responsible for updating and providing to Perception Health complete and accurate billing and contact information. 5.2 Taxes. Client shall pay all taxes, duties or charges of any kind (including withholding or value added taxes) imposed by any federal, state, or local governmental entity for the Application or any other service provided in connection with this Agreement, excluding only taxes based solely on Perception Health’s net income. Notwithstanding the foregoing, is a tax-exempt entity and shall provide proof of its status as such to Perception Health. If Perception Health has the legal obligation to pay or collect taxes for which Client is responsible under this Section, the appropriate amount shall be invoiced to and paid by Client. 5.3 Suspension for Nonpayment. If Client’s account is sixty (60) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Perception Health reserves the right to suspend the Application provided to Client and its Authorized Users, without liability to Client, until such amounts are paid in full. 6. Proprietary Rights. 6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Perception Health and any of its third-party licensors and/or suppliers reserve all rights, title and interests in and to the Application, including without limitation all derivative works or customizations thereof whether made for or at the direction of Client and including all intellectual property and proprietary rights therein. Client acknowledges that no rights are granted to Client hereunder other than as expressly set forth herein. As between Perception Health and Client, Client exclusively owns all rights, title and interests in and to all Client Data. Client Data is deemed Confidential Information of Client under this Agreement. 6.2 Suggestions & Feedback. Perception Health shall have, and Client hereby grants, a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual right and license to use, modify and/or incorporate into the Application, Services (and any other applications and services of Perception Health) any ideas, suggestions, enhancements, recommendations or other feedback provided by Client, its Affiliates and/or its Authorized Users. 7. Confidentiality. 7.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of either party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Client Data, the Application, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. 7.2 Confidentiality Obligations. The Receiving Party shall use commercially reasonable efforts to avoid the loss, unauthorized disclosure and/or unauthorized use of any Confidential Information of the Disclosing Party. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). 7.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure. 7.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate. 7.5 Business Associate Agreement. Perception Health and Client agree to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (PL 104-91), the HITECH Act provisions of the American Recovery and Reinvestment Act of 2009 (PL 111-5) and regulations enacted by the United States Department of Health and Human Services at 45 C.F.R. Parts 160 – 164 in the performance of their respective obligations hereunder. In that regard, Client and Perception Health further agree to comply with the provisions of the Business Associate Agreement executed by the Parties in connection with this Agreement and attached hereto as Exhibit “C”. In the event of conflict between the Business Associate Agreement and any provision of this Agreement, the terms of the Business Associate Agreement shall control. 8. Warranties & Disclaimers. 8.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Perception Health represents and warrants that it will provide the Application and Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. 8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PERCEPTION HEALTH AND ANY OF ITS THIRD-PARTY LICENSORS AND/OR SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, RESULTS, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. 9. Mutual Indemnification. 9.1 Indemnification by Perception Health. Subject to this Agreement, Perception Health shall defend Client from and against any third-party claim, action, suit or proceeding brought by a third party (“Third-Party Claim”) against Client alleging that the use of the Application by Client in accordance with the terms herein infringes a U.S. patent issued as of the Effective Date, copyright, trademark or trade secret rights of a third party (each, an “Infringement Claim”). Perception Health shall pay any damages awarded in any final judgment entered by a court of competent jurisdiction with respect to any such Infringement Claim or agreed to by Perception Health in any settlements arising out of such Infringement Claim; provided, that (i) Client promptly gives written notice of the Third-Party Claim to Perception Health; (ii) Client gives Perception Health sole control of the defense and settlement of the Third-Party Claim; (iii) Client provides to Perception Health, at Perception Health’s cost, all reasonable assistance; and (iv) the alleged infringement does not arise as a result of the combination, operation, or use of the Application with third party software, services or other products or materials not furnished by Perception Health, or any other breach of this Agreement. In the event of such an Infringement Claim or threat thereof, Perception Health may, in its sole discretion, obtain a license for the infringing part of the Application, remove or alter the infringing part of the Application, so long as such removal or alteration does not materially affect the functionality of the Application, or terminate this Agreement. THIS SECTION 9.1 STATES THE ENTIRE OBLIGATION AND LIABILITY OF PERCEPTION HEALTH, AND THE EXCLUSIVE REMEDY OF CLIENT, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 9.1 Indemnification by Client. Subject to this Agreement, Client shall defend, indemnify and hold Perception Health harmless from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any Third-Party Claim made or brought against Perception Health arising out of or related to (i) the Client Data and/or (ii) Client’s use or any Authorized User’s use of the Application or Services and the results obtained therefrom. If Perception Health seeks indemnification under this Agreement, Perception Health agrees to (a) promptly give written notice of the Third-Party Claim to Client; (b) give Client sole control of the defense and settlement of the Third-Party Claim (provided that Client shall not settle any Third-Party Claim unless it unconditionally releases Perception Health of all liability); and (c) cooperate, at Client’s cost, in all material respects with Client’s defense of any such claim. 10 Limitations of Liability. 10.1 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2 Limitation of Liability. IN NO EVENT SHALL PERCEPTION HEALTH’S TOTAL AGGREGATE LIABILITY, OR THAT OF ANY OF ITS THIRD-PARTY LICENSORS, AND/OR SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER INCURRED WITH RESPECT TO ONE CLAIM, OR CUMULATIVELY INCURRED FROM MULTIPLE RELATED OR UNRELATED CLAIMS ARISING UNDER THIS AGREEMENT FROM TIME TO TIME, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE LICENSE FEES PAID BY CLIENT. 10.3 Exceptions. Notwithstanding the foregoing, no limitation of either party set forth in this Section 10 shall apply to: (i) any liability arising out of or in connection with the willful or intentional misconduct of a party; (ii) any breach or violation of Section 4.1 or Section 7.2; (iii) either party’s indemnification obligations under Section 9 hereof; and (iv) any fees or amounts due and owing hereunder. 11. Term & Termination. 11.1 Term. This Agreement commences on the Effective Date set forth above and shall remain in effect as set forth on the Order Form. 11.2 Termination for Cause. Either party may terminate this Agreement for cause: (i) upon written notice to the other party in the event of a material breach of this Agreement by the other party which remains uncured thirty (30) days after receipt of written notice thereof; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such petition or other proceeding is not dismissed within ninety (90) days of the filing thereof. 11.3 Suspension of Authorized Users. In the event Client or Perception Health reasonably believes in good faith that any Authorized User has violated any provision of this Agreement, Client shall immediately suspend such Authorized User’s access and use of the Application upon written or email notice of such violation containing an explanation of such breach, pending the mutually agreeable resolution of the matter by the Parties acting in good faith. In the event Client knows or has reason to know or suspect that an Authorized User has violated a provision of this Agreement, Client shall provide written notice thereof to Perception Health and promptly suspend such Authorized User’s access and use of the Application. 11.4 Effect of Termination. Upon any termination of this Agreement, each party shall (i) immediately discontinue all use of the other party’s Confidential Information; (ii) delete the other party’s Confidential Information from its computer storage or any other media; (iii) return to the other party or, at the other party’s option, destroy, all copies of such party’s Confidential Information then in its possession; and (iv) promptly pay all amounts due and owing hereunder. Upon any expiration or termination of this Agreement, Perception Health agrees to reasonably cooperate with Client in the transfer of any Client Data to the party then designated by Client in writing in an electronic, industry-standard format mutually agreed upon by the Parties. 11.5 Survival. The provisions of Sections 1, 2.2, 5, 6, 7, 8.2, 9, 10, 11.4, 11.5, and 12 shall survive expiration or termination of this Agreement for any reason. 12. Miscellaneous. 12.1 Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. 12.2 No Third-Party Beneficiaries. There are no third party beneficiaries to this Agreement. 12.3 Force Majeure. Except as otherwise expressly provided in this Agreement, neither party shall be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of any acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Perception Health’s possession or reasonable control, denial of service attacks, incompatibility of Client’s equipment or software with the Application, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties (each, a “Force Majeure Event”). 12.4 Notices. All notices under this Agreement will be in writing and sent by certified mail to the address and contact person of the other party as set forth above (as it may be modified by the recipient by written notice to the other), and copies thereof may be sent by email or facsimile. All such notices will be effective upon delivery, but email and facsimile notices will be effective only upon confirmation of receipt. 12.5 Waiver & Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Except as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 12.6 Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the Parties, and the remainder of this Agreement will remain in full force and effect. 12.7 No Assignment. Neither party shall assign its rights or delegate its obligations under this Agreement without the other party’s prior written consent, and absent such consent, any attempted or purported assignment by such party shall be null, void and of no effect. Notwithstanding the foregoing, (1) either party may, upon written notice to the other party, assign this Agreement in whole to: (i) one of its Affiliates; or (ii) in the event of a change of control, merger, or sale of substantially all of the assets of such party; provided, that any such assignee has the financial and technical ability to perform hereunder; and (2) and Perception Health may subcontract its obligations hereunder to certain third-party service providers or subcontractors, provided that Perception Health will remain responsible for the obligations performed by any such service providers and subcontractors to the same extent as if such obligations were performed by Perception Health hereunder. 12.8 Publicity. Client agrees that Perception Health may include the name, logo, and success stories of Client or Authorized Users on Perception Health’s website, press releases, promotional and sales literature, and advertising materials, but only with prior written permission after Client reviews the proposed information to be used. 12.9 Governing Law and Choice of Venue. This Agreement shall be governed exclusively by the internal laws of the State of Tennessee, without regard to its conflicts of laws rules. The Parties agree that venue for all actions arising under this Agreement shall be the state courts located in Davidson County, Tennessee. 12.10 Dispute Resolution. If Perception Health and Client fail to resolve any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (a “Claim”), a party shall refer the dispute, by notice to the other party, to designated senior officers of Perception Health and Client, for attempted resolution by good faith negotiations within thirty (30) days after that notice is received. If such dispute is not resolved by the end of the thirty (30) day period, Perception Health and Client shall refer any outstanding issues to be determined exclusively by arbitration in accordance with the expedited rules of Judicial Arbitration and Mediation Services (“JAMS”) before a single arbitrator. Such arbitration shall be conducted in Davidson County, Tennessee. The award of such arbitration shall be confidential, final, binding and non-appealable, except to the extent provided for in the rules of JAMS. The arbitrator will have the discretion to impose the costs of the arbitration upon the losing party or divide it between the Parties upon any terms which (s)he deems appropriate; provided, however, that each party shall bear its own legal fees and costs. A judgment upon an award rendered by the arbitrator may be entered in any court of competent jurisdiction, or application may be made to such court for confirmation of such award or a judicial acceptance of such award, and for an order of enforcement or other legal remedy. Notwithstanding the foregoing, a party may seek injunctive relief from any court of competent jurisdiction pending the outcome of any dispute resolution procedure set forth in this Section 12.10. 12.11 Entire Agreement. This Agreement, including all addenda hereto and all Order Forms, constitutes the entire agreement between the Parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any addendum hereto or any Order Form, the terms of this Agreement shall prevail. 12.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.