Provider Agreement

This Provider Agreement (the “Agreement”) is by and between Allora Health Inc. d/b/a Evvy, a Delaware corporation (“Evvy”) and the individual or medical group registering to use the Platform (as defined below) (“Provider”) (collectively referred to herein as the “Parties” and each individually as “Party”), and is hereby entered into and made effective as of the date that Provider first registers to use the Platform (“Effective Date”).

1. BACKGROUND, PURPOSE, AND SCOPE OF AGREEMENT. 

1. Provider delivers and/or contracts with physicians and non-physician clinicians (collectively, the “Clinicians”) to deliver professional services, including discussing requests for lab testing with their patients, requesting orders for lab tests when appropriate, reviewing test results, and providing related advice, treatment, and follow-up care (“Provider Services”) to Provider’s patients. If Provider is an individual, “Clinician” shall refer to the Provider throughout this Agreement.
2. Evvy provides a platform (the “Platform”), such that Clinicians may make certain services available to their patients who visit the Platform (“Patients”) to enable such Provider Services as are available from the Clinicians, pursuant to the terms and conditions herein.   

2. PROVIDER SERVICES.

1. Clinician Qualifications.  Provider shall ensure that each Clinician (a) has obtained and shall maintain appropriate license and/or certification in the Clinician’s profession from or otherwise be authorized by the licensing board of the state(s) in which he or she will provide the Provider Services; and (b) has a valid provider-patient relationship with the Patient for whom he or she is providing Provider Services. 
2. Compliance with Law and Standards; Professional Control.  Provider shall, and shall require each Clinician to, provide and perform the Provider Services with due care and diligence, in a competent, professional, ethical and diligent manner consistent with (a) generally accepted professional standards, and (b) the requirements and limits of applicable law.  Evvy will not have or exercise any control or discretion over the methods by which the Provider or any Clinician renders the Provider Services.

3. PROPRIETARY RIGHTS

1. Evvy Intellectual Property.  Evvy owns certain logos, trademarks, service marks, and tradenames (collectively the “Evvy Marks”), trade secrets, proprietary information including treatment pathways, formulas, and next steps relating to the foregoing, software, applications, inventions, or modifications and improvements of such intellectual property (collectively, the “Evvy IP”).  All proprietary rights, ownership and goodwill in the Evvy IP will inure and belong to Evvy.  Evvy grants to Provider a limited, royalty-free license to use the Evvy IP during the Term, including the Platform, solely in connection with Provider’s obligations and performance of services pursuant to this Agreement.  Provider will not use or permit the use of the Evvy Marks in a manner that may contravene applicable law or this Agreement or impair the validity or enforceability of any rights or interests in the Evvy Marks.  Neither the license granted under this Section 3.1 nor the use by Provider of the Evvy IP creates any interest or right, express or implied, in the Evvy IP with respect to Provider beyond such limited license and right to use.  
2. Non-Transfer of IP Rights.  Except as explicitly provided, nothing in this Agreement involves the transfer of any intellectual property rights of Evvy’s existing intellectual property.  Provider hereby covenants not to assert any claim to any intellectual property of Evvy and will cooperate fully with Evvy in protecting all rights and interests in and to Evvy’s intellectual property.
3. Restrictions. Provider will not, indirectly or directly, nor will it permit any third party, including Patients, to: (a) sell, offer for sale, distribute, sublicense, disclose, transfer, or otherwise make available any part of the Platform, including any underlying technology, to any third party other than Patients in accordance with the terms of this Agreement; (b) interfere with or disrupt the integrity or performance of the Platform or the data contained therein; (c) reverse engineer, disassemble, or decompile any component of Evvy’s IP; (d) modify, copy, or make derivative works based on any part of Evvy’s IP; (e) use Evvy’s IP to store or transmit any virus or other malicious code or any infringing, libelous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) attempt to gain unauthorized access to the Platform or the related systems or networks; (g) use the Platform to provide processing services to third parties other than Patients; or (h) employ any automated process implementing a bot or web crawler for copying or extracting data through the Platform (i.e., web scraping or data scraping).  

4. TERM AND TERMINATION. 

1. Term. This Agreement shall commence on the Effective Date and shall continue for as long as Provider’s use of the Platform continues (the “Term”). This Agreement shall automatically terminate once Provider ceases using the Platform.
2. Termination for Cause.  In the event of a material breach of any obligation or covenant under this Agreement by Provider, Evvy may immediately terminate this Agreement and Provider’s access to the Platform. 

5. RELATIONSHIP OF THE PARTIES. 

1. Independent Contractors.  The Parties are separate and independent entities.  Each Party is acting as an independent contractor and none of the provisions of this Agreement are intended to create any partnership, joint venture, employment, representative or agent relationship between the Parties.  No Party will withhold or pay employment taxes for personnel of another Party nor furnish Worker’s Compensation, unemployment insurance, retirement benefits or health and accident insurance for another Party. 
2. No Authority.  Except as expressly set forth herein or in a separate agreement between the Parties, no Party will have the right or authority to assume or create any obligation of any kind, expressed or implied, on behalf of another Party, or to bind another Party in any way whatsoever, and each of the Parties agrees not to represent itself as having any such right or authority.

6. CONFIDENTIALITY; DATA.

1. Confidentiality.  Provider understands that Evvy may disclose business, technical or financial information to it relating to the Evvy’s business 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 the terms and conditions of this Agreement (“Confidential Information”). Provider agrees: (a) to take precautions to protect Confidential Information consistent with the precautions that it takes for its own Confidential Information of a similar nature, but in no case less than reasonable precautions, and (b) not to use (except in performance of this Agreement or as otherwise permitted herein) or divulge to any third person any Confidential Information. Confidential Information excludes information that: (a) is or becomes generally available to the public; (b) was in the Provider’s possession or known by the Provider prior to receipt from Evvy; or (c) was independently developed without use of any Confidential Information of Evvy.  The Provider may disclose Confidential Information if it is compelled by law to do so, provided the Provider gives Evvy prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance.  Provider may disclose Confidential Information to its subcontractors, agents, and other representatives, so long as such persons are subject to confidentiality terms consistent with or more stringent than this Section.  The obligations set forth in this Section 6 will continue during the Term of this Agreement and for a period of two (2) years thereafter. 
2. Data Protection.  Provider and Evvy shall protect the confidentiality, integrity and availability of the Patient data that each maintains in accordance with applicable state and federal laws, including, without limitation, all applicable provisions of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), relating to the privacy and security of individually identifiable health information and their implementing regulations. Provider represents and warrants that it will obtain the requisite authorization from all Patients to permit: (i) Evvy to receive Patient information from Provider or otherwise; and (ii) Evvy to provide a Patient the Patient’s lab results and/or any other relevant communications.
3. Platform Data. Any data submitted to the Platform by Patients and any data returned from the Platform to Patients based on the results of such submitted data is Patient Platform Data.  Evvy retains all rights, title, and interest in and to the Patient Platform Data.

7. MUTUAL OBLIGATIONS AND REPRESENTATIONS.

1. Generally.  Each Party represents and warrants that: (a) performing its obligations under this Agreement does not and will not violate any agreements it is a party to or aware of; and (b) it has obtained, secured, and maintains, and will obtain, secure, and maintain, all consents, approvals, permits, and licenses required for it to perform its obligations under this Agreement. 
2. Restricted Parties.  Each Party represents and warrants that it and the entities that own or control such party, and its financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its member states, or other applicable government authority.
3. Non-Exclusion.  Each Party represents that (i) it is not currently excluded, debarred or suspended from participation in any federal health care programs and is not under investigation or by any state or federal governmental agency that may lead to such an exclusion, debarment or suspension; and (ii) to the best of its reasonable knowledge, none of its employees, officers, directors and any health care providers contracted to provide services to patients (“Staff”) is currently excluded, debarred or suspended from participation in any federal health care programs and is not under investigation or by any state or federal governmental agency that may lead to such an exclusion, debarment or suspension.  In the event an investigation of a Party is initiated by any state or federal governmental agency, the non-breaching Party reserves the right to immediately terminate this Agreement.  If any of the representations and warranties set forth in this Section 7.3 ceases to be true, the Party with this information will promptly remove, or cause to be removed, the excluded, debarred, or suspended individual from providing services hereunder and notify the other Party within one (1) business day of confirming the exclusion, debarment or suspension.  It is understood and agreed to by the Parties that the ability to verify if any Staff are currently debarred is dependent upon the accuracy of the information contained on the OIG list of excluded persons and the representations of each individual Staff.
4. No Requirement for Referrals.  The Parties agree that the benefits to Provider hereunder do not require, are not payment for, and are not in any way contingent upon the referral, admission, or any other arrangement for the provision of any item or service offered by Evvy.
5. Corporate Practice of Medicine Compliance. Notwithstanding any other provision of this Agreement, the Parties agree that no Party shall perform any Provider Services under this Agreement that would violate any law, rule, regulation, or guidance restricting or prohibiting the corporate practice of medicine.

8. INDEMNIFICATION. 

1. Indemnification.  Provider shall indemnify, defend, save, and hold harmless Evvy and its Affiliates and their respective trustees, directors, officers, managers, members, agents, and employees from and against any and all third-party claims, actions, awards, judgments, settlements, damages, liabilities and expenses of whatever nature, including attorney’s fees and witness’ fees (collectively, “Losses”) in each case to the extent such claims and/or Losses arise out of, result from or are related to: (a) Provider’s willful misconduct or negligent acts or omissions in connection with this Agreement or use of the Platform; (b) any arrangements, including treatment recommendations, that Provider makes based on information obtained on or through the Platform; (c) any inaccuracies or errors which may result from Evvy pulling test results into its proprietary platform and which you may present to, or share with, your Patients; (d) breach of this Agreement; (e) any claim or allegation relating to treatment of Patients and other individuals by the Provider, including, without limitation medical malpractice claims, whether or not such claims or allegations relate to any information provided by Evvy to Provider or to any Patient, including, without limitation, any test results or treatment recommendations; or (f) Provider’s violation of any applicable law. 
2. Indemnification Process.  After Evvy receives written notice of any claim or the commencement of any action or other proceeding in respect of which indemnification or reimbursement may be sought hereunder, Evvy will promptly notify Provider thereof (and in any event within the time period required by law to allow the Provider time to respond).  The Provider will have sole control over the defense of any such claim.  The Provider will not, without the prior written consent of Evvy, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, or proceeding to which Evvy is a party unless such settlement, compromise, or consent includes an unconditional release of the Indemnified Party from all liability (other than monetary damages) arising or potentially arising from or by reason of such claim, action, or proceeding.
3. Payment.  Once a Loss is agreed to by the Provider or finally adjudicated to be payable pursuant to this Agreement, the Provider will satisfy its obligations promptly of such agreement or final, non-appealable adjudication (or such greater period of time as may be provided for in such agreement or adjudication) by wire transfer of immediately available funds. 

9. DISCLAIMER. EVVY DOES NOT PROVIDE ANY MEDICAL ADVICE, LEGAL ADVICE, OR REPRESENTATIONS IN ANY WAY REGARDING ANY LEGAL OR MEDICAL ISSUES RELATED TO ANY PROVIDER SERVICES OR OTHER MEDICAL SERVICES, INCLUDING BUT NOT LIMITED TO ANY COMPLIANCE OBLIGATIONS OR STEPS NECESSARY TO COMPLY WITH ANY STATE OR FEDERAL LAWS AND REGULATIONS.  

10. MISCELLANEOUS.

1. Discrimination.  No Party hereto shall discriminate against any individual with respect to the provision of Provider Services on the basis of race, age, gender or gender identity, disability, medical condition, religion, national origin, military/veteran status, pregnancy, sexual orientation, or any other classification protected by law. 
2. Entire Agreement.  This Agreement, along with the Terms of Service and Privacy Policy, constitutes the entire Agreement of the Parties with respect to the subject matter hereof and thereof, and supersedes all prior Agreements and representations related to such subject matter.
3. Compliance; No Referrals Required.  Each Party agrees to comply with all applicable laws and regulations in performing its obligations hereunder, including but not limited to the federal and state anti-kickback and self-referral laws and regulations, at all times during the term of this Agreement.  No Party is required to refer patients to, or otherwise generate business for, the other Party.  The Parties intend this Agreement to comply with 42 U.S.C. § 1320a-7b(b) (the Anti-Kickback Statute), 42 U.S.C. § 1395nn (the Stark Law) and any other federal or state law provision governing health care fraud and abuse. This Agreement shall be interpreted and construed at all times in a manner consistent with applicable laws and regulations governing the financial relationships among individuals and entities that provide or arrange for the provision of items or services that are reimbursable by federal health care programs or other third-party payers.  The Parties acknowledge that none of the benefits hereunder are conditioned on any requirement that one party make referrals to, be in a position to make or influence referrals to, or otherwise generate business for the other party.
4. Change in Law or Circumstances.  In the event that future legislation is enacted or regulations are promulgated by a government agency that affects the legality of this Agreement or adversely affects the ability of any Party to perform its obligations or receive the benefits intended hereunder, then as soon as practical, following a written notice by one Party or the other, the Parties will meet to negotiate a good faith amendment or substitute agreement which will carry out the original intention of the Parties to the extent possible in light of the change in law.  If, after thirty (30) days of such negotiations, the Parties are unable to reach an agreement as to how this Agreement will continue, any Party may terminate this Agreement upon thirty (30) days prior written notice to the other Parties.
5. Notices.  Wherever under this Agreement one Party is required or permitted to give notice to the other Party, such notice will be deemed given when sent by electronic mail to the electronic mail address on file.
6. Survival.  In the event of any termination of this Agreement, the warranties, representations, and confidentiality obligations of the Parties contained in this Agreement, the indemnifications provided herein, and any other provision that, by its nature, extends beyond the termination of this Agreement will be deemed to survive such termination.
7. Binding Nature and Assignment.  This Agreement will be binding on the Parties hereto and their respective successors and permitted assigns. Except in connection with an internal corporate reorganization, no Party may, or will have the power to, assign this Agreement or any of its rights or obligations hereunder, without having first obtained the written consent of the other, which consent will not be unreasonably withheld or delayed.
8. Entire Agreement, Modification or Amendment.  No amendment or change to or discharge of any rights or obligations hereof will be valid unless it is in writing and is affirmatively acknowledged by an authorized representative of each of the Parties. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. Notwithstanding the foregoing, the Provider acknowledges and agrees that the Provider is also bound by Evvy’s Terms of Service and Privacy Policy. 
9. Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of laws principles.
10. Arbitration.  Any disputes arising hereunder shall be subject to the arbitration provisions detailed in the Terms of Service.
11. Headings.  The paragraph headings used herein are for reference and convenience only and will not enter into the interpretation hereof.
12. Severability.  The Parties agree and understand that if any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity of the remaining portions or provisions of this Agreement will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be unenforceable.
13. Waiver.  No delay or omission by a Party hereto to exercise any right or power hereunder will impair such right or power or be construed to be a waiver thereof.  A waiver by one of the Parties of any right or any of the covenants to be performed by the other Party or any breach thereof will not be construed to be a waiver of any other right, any succeeding breach thereof or of any other covenant contained herein.
14. No Third-Party Beneficiaries.  No individuals or entities other than the Parties to this Agreement are intended by the Parties to be third-party beneficiaries to the Agreement and this Agreement will not be construed or interpreted to confer rights or benefits on any third party and will not be enforceable by anyone not a Party to this Agreement.
    

The Parties acknowledge that they have read, understand, and agree to the foregoing Agreement. By acknowledging consent to this Agreement, Provider represents that he/she/it has authority to bind Provider to the foregoing.