EXHIBIT A Terms and Conditions Applicable to Intraprise Technology These Terms and Conditions Applicable to Intraprise Technology are part of and are incorporated into the Agreement between Parties. Any capitalized term not otherwise defined herein shall have the meaning specified in the Agreement. 1. Intraprise Technology. “Intraprise Technology” means (a) Blueprint Protect, Intraprise Health’s security platform and any other software as identified by Work Order; and (b) any modifications, improvements to, or derivative works of, any of the foregoing 2. Intraprise Technology Access. Subject to the terms and conditions of this Agreement, Intraprise hereby grants to Customer a non-exclusive, non-transferrable right to access and use the Intraprise Technology during the Term, solely by it and its users, in accordance with the terms and conditions of this Agreement. The specific Intraprise Technology modules to which Customer has access are set out in the applicable Statement of Work. 3. Implementation. Implementation and acceptance testing shall be as defined in the applicable Statement of Work. If the Intraprise Technology, or any applicable module, does not successfully pass any phase of acceptance testing within the number of days specified in the Statement of Work, then Customer shall, either at the expiration of the acceptance testing period or any time prior thereto, notify Intraprise of any deficiencies in the Intraprise Technology and provide Intraprise with an opportunity to correct such deficiencies. If Intraprise fails to correct the deficiencies within the period Intraprise designates, Customer may terminate this Agreement upon written notice to Intraprise. 4. Intraprise Technology Updates. Intraprise may periodically update the Intraprise Technology, without charge to Customer, by providing enhancements including replacements, upgrades, and new releases and versions of the Intraprise Technology, but excluding new functionality, for which Intraprise may charge a separate Fee. Intraprise is not obligated to update the Intraprise Technology. 5. Intraprise Technology Use Restrictions. Customer and its users will use the Intraprise Technology solely as contemplated by this Agreement and will not (i) copy, modify, or duplicate the Intraprise Technology, or create any derivative work thereof; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Intraprise Technology is compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Intraprise Technology available to any third party, other than as expressly permitted by this Agreement; (iv) interfere with or disrupt the integrity or performance of the Intraprise Technology or the data contained therein; (v) attempt to gain unauthorized access to the Intraprise Technology or its related systems or networks; (vi) remove, alter or obscure any proprietary notices associated with the Intraprise Technology or Documentation; or (vii) utilize the Intraprise Technology in violation of applicable law or the rights of third parties, including to transmit, process, or store harmful or malicious computer code or infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material; or (viii) attempt to modify or create any derivative work from or based on the Intraprise Technology. 6. Configuration Changes. Customer acknowledges that changes to Customer’s computer networks may adversely affect the performance of the Services. If Customer changes its hardware or software configurations necessitating a new implementation or additional coding for interoperability, the Parties will establish the scope and price of the Services necessitated by such changes and execute a separate Statement of Work before Intraprise provides any Services arising from the configuration change. 7. Customer Users. Customer shall remain responsible for any access to or use of the Intraprise Technology made by its users and shall be responsible to maintain the confidentiality of its user access credentials. Customer shall comply with all local, state and federal laws applicable to activity occurring through Customer and its accounts. Customer shall notify Intraprise promptly of any actual or suspected unauthorized use of its account, user access credentials, or any other breach or suspected breach of this Agreement. Customer assumes all responsibility, expense, and risk of loss for transmission of all information, data, or materials transmitted by or on behalf of Customer using the Intraprise Technology, including Protected Health Information (collectively, “Customer Data”). Intraprise will process Customer Data as supplied by Customer. Customer is responsible for any incorrect Customer Data and any results therefrom. Customer will procure all rights and privileges to obtain, upload and transfer all Customer Data. Additionally, to the extent Customer authorizes any third party to have access to Customer Data through the Intraprise Technology, Customer is solely responsible for such third party’s access to and use of the Customer Data. 8. Limited Intraprise Technology Representations and Warranties. Intraprise represents and warrants that: (i) the Intraprise Technology, when used in accordance with the Documentation, will operate substantially in conformance with the Documentation; (ii) it shall have, as of the date of delivery of the Intraprise Technology to Customer and throughout the Term, free and clear title (including all proprietary rights) to, and the right to provide Customer access to, the Intraprise Technology; and (iii) the Intraprise Technology does not infringe any US patent, trademark, copyright or other proprietary right of any third party. However, because of the complexity of computer technology, Intraprise cannot and does not warrant that the operation of the Intraprise Technology will be uninterrupted or error-free. If Customer discovers a material deficiency in the Intraprise Technology or Services, it will detail the deficiency in writing to Intraprise, and Intraprise will use reasonable efforts to remedy the non-compliance. THE FOREGOING STATES INTRAPRISE’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. 9. Infringement Remedy. In addition to Intraprise’s obligations regarding indemnification in Exhibit A, Intraprise shall have one-hundred (180) days from the time Intraprise first learns of a claim that the Intraprise Technology infringes the United States intellectual property rights of any third party to (i) secure the right for Customer to continue to use Intraprise Technology included in the Services, (ii) modify the Intraprise Technology to make it non-infringing with no loss of functionality, or (iii) provide Customer with a functionally equivalent, non-infringing replacement. If none of these alternatives is commercially practicable within one hundred eighty (180) days, Customer shall have the option to terminate this Agreement. Notwithstanding the foregoing, neither party shall have liability for any claim alleging intellectual property infringement where (i) such claim arises with respect to that portion of either party’s products or services created, produced, developed or acquired specifically pursuant to and in material adherence to the detailed design specifications of the party seeking indemnification; (ii) such claim would have been avoided but for the modification, combination, or use of the Intraprise Technology, or portions thereof, with other products, processes or materials not otherwise provided by Intraprise; or (iii) such claim is based on conduct occurring after a party advised the other of possible infringement and advised to discontinue use of the Services. THIS SECTION STATES THE INDEMNITOR’S ENTIRE OBLIGATION AND LIABILITY AND THE INDEMNITEE’S SOLE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT RESPECTING THE INTRAPRISE TECHNOLOGY. 10. Intraprise Technology Deficiencies. If Customer becomes aware of a defect in the Intraprise Technology, Customer shall promptly notify Intraprise and make whatever adjustments are necessary until Intraprise is able to correct the defect. Intraprise will assist Customer in making such adjustments through the most cost-effective means available. Intraprise will diligently and promptly proceed with the correction of any known defect at its sole cost and expense. 11. Training. Customer shall ensure that Customer’s technical personnel who administer Customer’s implementation of the Intraprise Technology have received Intraprise’s standard training. 12. Intraprise Ownership of Intraprise Technology. Intraprise hereby represents and warrants, and Customer acknowledges and agrees, that Intraprise is the sole owner or an authorized licensee of all right, title, and interest in and to all Intraprise Technology, including all intellectual property rights in and to the Intraprise Technology and Documentation. Customer acknowledges that it acquires no rights in or to the Intraprise Technology other than those specifically granted in this Agreement and agrees that it will not engage in any act or omission that would impair Intraprise’s and/or its licensors’ intellectual property rights in the Intraprise Technology. Intraprise expressly reserves all rights not expressly granted to Customer in and to this Agreement. Customer further acknowledges that Intraprise retains the right to use the Intraprise Technology for any purpose in Intraprise’s sole discretion. 13. Customer Data License. Customer grants to Intraprise a limited, royalty-free license (i) during the Term to use, copy, reformat, display, disclose and distribute the Customer Data solely for the purpose of providing the Intraprise Technology and Services and as otherwise necessary for exercising Intraprise’s rights or performing Intraprise’s obligations under this Agreement; and (ii) on a perpetual basis, to use, copy, reformat, and display de-identified (in accordance with 45 C.F.R. §164.514) Customer Data and/or statistics and to use, copy, disclose and distribute de-identified Customer Data for Intraprise’s business purposes. 14. Support. Subject to the terms and conditions of this Agreement, Intraprise will use commercially reasonable best efforts to respond to and resolve material failures of the Intraprise Technology for reasons within the reasonable control of Intraprise, excluding Scheduled Downtime. Intraprise will use commercially reasonable efforts to: (i) schedule downtime for routine maintenance of the Intraprise Technology between the hours of 1 a.m. and 6 a.m., Eastern Time; and (ii) give Customer at least 24 hours prior notice of all scheduled outages of the Intraprise Technology (“Scheduled Downtime”). Support requests will be classified in accordance with the following table: Support Levels Table Support Request Classification Description Critical Service Error · System down or operating in materially degraded state; · Data integrity at risk; · Material financial impact. High Service Error · Primary component failure that materially impairs its performance; or · Data entry or access is materially impaired on a limited basis. Medium Service Error · Service is operating with minor issues that can be addressed with a work around. Low Service Error · Request for assistance, information, or services that are routine in nature. 15. Service Levels. For a given support level, Intraprise will adhere to the following service levels. Updates on Support Request resolution will be provided until the issue is resolved. Service Levels Support Request Classification Targeted Resolution Time Required Update Periodicity Critical Service Error 4 hours 30 minutes High Service Error 24 hours 2 hours Medium Service Error 5 business days 1 business day Low Service Error 5 business days 5 business day